Regd. & Corporate Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi - 110 070. T.: +91-11-4666 6100, 4266 6500 F: +91-11-4166 6137. February 16, 2013 BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001 National Stock Exchange of India Limited Exchange Plaza, C-1 Block G Bandra Kurla Complex, Bandra (E) Mumbai - 400051 Ref. (532454/BHARTIARTL) Sub: Submission of details of ESOP Scheme (Annexure II) pursuant to SEBI circular no. CIR/CFD/DIL/3/2013 dated January 17, 2013 Dear Sir / Madam, Pursuant to Circular No. CIR/CFD/DIL/3/2013 dated January 17, 2013 issued by SEBI, we are enclosing herewith Annexure II comprising the details of following Schemes of : (a) Bharti Airtel Employees Stock Option Scheme - I (the Scheme I ) (b) Bharti Airtel Employee Stock Option Scheme 2005 ( ESOP Scheme 2005 ) Kindly take the above information on record. Thanking you, Yours faithfully, For Sd/- Rajendra Chopra Dy. Company Secretary Encl: As Above
Annexure II (a) Details of employee benefit schemes involving dealings in secondary market, not covered under SEBI (ESOS and ESPS) Guidelines 1999 1. Name of the Issuer 2. Name of the Scheme Bharti Airtel Employees Stock Option Scheme - I (the Scheme I ) 3. Date of Implementation October 01, 2000 4. Mode of Implementation (Trust/Direct) 5. Brief particulars about the Scheme (modus operandi) Through Trust viz. Bharti Airtel Employees Welfare Trust (Then named as Bharti Tele-ventures Employees Welfare Trust) established in 2001 Scheme I was implemented in 2000 prior to IPO to retain, motivate and attract employees of the Company and its subsidiaries. It was approved by the shareholders and was duly disclosed in the IPO Prospectus. Modus operandi for implementation of the Scheme I is as follows: Details of Trust, Trustees and their relationship with Promoters or Directors of the company i. The Company issued and allotted a total of 3,16,80,000 equity shares (readjusted due to sub-division of 1 equity shares of Rs. 10 each into 2 equity shares of Rs. 5 each) to Bharti Airtel Employees Welfare Trust prior to its IPO in 2001 for the purpose of utilization of these shares under the Scheme I. ii. The ESOP Compensation Committee grants stock options to the Employees under the Scheme I from time to time. iii. Such employees exercise the stock options as per the terms of the Scheme I and conditions of grant by way of application in writing together with the exercise price (plus perquisite tax) iv. Upon valid exercise, the Company transfer shares to the employees through the above referred Trust. v. Subject to satisfaction of other terms and conditions, employees can exercise the stock options at any time during the validity of grant, i.e. within 7 years from the grant date. Details of Trust: - The Scheme I is administered through a trust named Bharti Airtel Employees Welfare Trust (Then named as Bharti Tele-ventures Employees Welfare Trust) which was established in 2001. Trustees and their relationship with Promoters or Directors: - Name of Trustees Sanjay Kapoor Inderjit Walia Krishnamurthy Shankar Jyoti Pawar Relationship with Promoters or Directors
Devendra Khanna Balachandran Srikanth 6. Whether promoters/persons belonging to the promoter group/directors, are also beneficiaries in the scheme. If so, the details thereof and their entitlements. 7. No. of shares held by Trust/any other agency managing the scheme as on the date of the circular 8. How the Trust/agency is proposing to deal with the existing holding (whether to be transferred to the employees, or to be sold in the market for transferring the benefits to the employees, if so, details regarding proposed date of such transfer or sale shall be given). Such date shall not be later than June 30, 2013 9. Details of persons who are entitled to shares or benefits accruing out of the shares, which form part of more than 1 percent of the paid up share capital, as on the date of the circular in the following format: 10. Details of secondary market purchase/ sales by the company/trust/any other agency managing the scheme if any, since April 01, 2012 Name & Designation* Manoj Kohli Managing Director & CEO (International) Gopal Vittal Joint Managing Director Entitlements 3,00,000 Options 12,500 Options * of the above mentioned Directors is a promoter or belongs to the Promoter Group. 15,07,905 fully paid up equity shares of Rs. 5 each of Bharti Airtel Limited Shares held by the Trust were allotted prior to the IPO of Bharti Airtel Limited for administration of the Scheme I and were not acquired from the secondary market. To the best of our understanding, the shares allotted and currently held under Scheme I are outside the coverage of the Circular No. CIR/CFD/DIL/3/2013 dated January 17, 2013 since the same were not acquired from secondary market and were allotted to the Trust by prior to listing. Accordingly, the Company will continue to utilize these shares toward transfer to the employees upon exercise of stock options as per the terms of the Scheme I. A clarification request in this regard is being separately submitted to SEBI for approval for implementation of the Scheme I as above. Nil
(b) Details of employee benefit schemes involving dealings in secondary market, not covered under SEBI (ESOS and ESPS) Guidelines 1999 (c) 1. Name of the Issuer 2. Name of the Scheme Bharti Airtel Employee Stock Option Scheme 2005 (the ESOP Scheme 2005 ) 3. Date of Implementation September 06, 2005 4. Mode of Implementation (Trust/Direct) Through Trust viz. Bharti Airtel Employees Welfare Trust (The Trust) 5. Brief particulars about the Scheme (modus operandi) The ESOP Scheme 2005 was implemented in September 2005 with due approval from Shareholders, NSE and BSE and is in full conformity with the provisions of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 (SEBI ESOP Guidelines). Under the ESOP Scheme 2005, the ESOP Compensation Committee grants stock options to select employees, who satisfy the eligibility criteria, for the purpose of attraction, retention and motivation of talent. Till March 2010, the Company used to issue and allot new equity shares to the employees upon exercise of stock options as per the terms of the ESOP Scheme 2005. Details of Trust, Trustees and their relationship with Promoters or Directors of the company From financial year 2010-11 onward, the Company has been operating the above scheme through Bharti Airtel Employees Welfare Trust, whereby the Trust acquires the shares from the secondary market and utilizes the same for transfer to employees upon exercise of stock options. The modus operandi for implementation of the ESOP Scheme 2005 is as follows: i. The ESOP Compensation Committee grants stock options to select employees under ESOP Scheme 2005 from time to time. ii. Such employees exercise the stock options as per the terms of the ESOP Scheme 2005 and conditions of grant by way of application in writing together with the exercise price (plus perquisite tax). iii. Upon valid exercise, the Company transfer shares to the employees through the above referred Trust. iv. Subject to satisfaction of other terms and conditions, employees can exercise the stock options at any time during the validity of grant, i.e. within 7 years from the grant date. Details of Trust: - ESOP Scheme 2005 is administered through trust named Bharti Airtel Employees Welfare Trust. Trustees and their relationship with Promoters or Directors: - Name of Trustees Relationship with Promoters or Directors
6. Whether promoters/persons belonging to the promoter group/directors, are also beneficiaries in the scheme. If so, the details thereof and their entitlements. 7. No. of shares held by Trust/any other agency managing the scheme as on the date of the circular 8. How the Trust/agency is proposing the deal with the existing holding (whether to be transferred to the employees, or to be sold in the market for transferring the benefits to the employees, if so, details regarding proposed date of such transfer or sale shall be given). Such date shall not be later than June 30, 2013 9. Details of persons who are entitled to shares or benefits accruing out of the shares, which form part of more than 1 percent of the paid up share capital, as on the date of the circular in the following format: 10. Details of secondary market purchase/ sales by the company/trust/any other agency managing the scheme if any, since April 01, 2012 Sanjay Kapoor Inderjit Walia Krishnamurthy Shankar Jyoti Pawar Devendra Khanna Balachandran Srikanth Name & Designation* Manoj Kohli Managing Director & CEO (International) Gopal Vittal Joint Managing Director Entitlements 1,33,400 Options 1,50,000 Options * of the above mentioned Directors is a Promoter or belongs to the Promoter Group. 25,72,151 fully paid up equity shares of Rs. 5 each of Bharti Airtel Limited The Trust currently holds 25,72,151 shares against live grants of 1,03,34,401. The Trust will hold these shares till the exercise of above referred stock options (which can be later than June 30, 2013) for transfer to the employees as and when exercised by them. The unutilized shares if any will be disposed off by the Trust with in a period of 1 year from the expiry of the exercise period under the ESOP Scheme 2005 and the proceeds will be utilized by the Company toward repayment of loan taken by the trust in acquisition of the above referred shares. A clarification request in this regard is being separately submitted to SEBI for approval for implementation of the ESOP Scheme 2005 as above. As per table A below.
Table A Sl. No. Date/time Type of Transaction (Purchase/Sale) 1. 2. 2 No. of Securities Price at which Purchased/sold (Avg.) 4-Sep-12 Purchase 3,00,000 246.27 6-Sep-12 Purchase 2,00,000 253.02 3. / 10-Sep-12 Purchase 10,00,000 260.63 4. 11-Sep-12 Purchase 10,00,000 259.89 5. 12-Sep-12 Purchase 4,45,000 260.21