Media Prima Bhd. · MYX:MEDIA
Media Prima Bhd — Shareholder Meeting (April 2010)
17 slides from Media Prima Bhd's shareholder meeting presentation, Apr 15, 2010
Slide 1: Proposed Employees Share Option Scheme (ESOS) - EGM
1 MEDIA PRIMA BERHAD PROPOSED EMPLOYEES SHARE OPTION SCHEME (ESOS) PRESENTATION TO MEDIA PRIMA SHAREHOLDERS EXTRAORDINARY GENERAL MEETING 15 APRIL 2010
Slide 2: MPB ESOS - Background
2 MPB ESOS - BACKGROUND • MPB’ MPB’s previous ESOS scheme (“ (“Old Scheme” Scheme”) came into effect on 11 January 2005 and expired on 10 January 2010. • The Old Scheme: • A performance based reward system. • Employees participate and be rewarded for MPB Group’ Group’s financial and earnings perform
Slide 3: MPB ESOS - The Old Scheme
3 MPB ESOS – THE OLD SCHEME • Approved by the shareholders in an extraordinary general meeting (“EGM” EGM”) on 7 January 2005. • Based on paid- paid-up capital of 540.7 mill, an allocation of 54.0 million was made (10% of MPB’ MPB’s paid- paid-up capital). • The following summarises the options issu
Slide 4: NSTP ESOS
4 NSTP ESOS • NSTP’ NSTP’s ESOS was approved in its EGM on 12 January 2004 (“ (“NTSP Scheme” Scheme”). • Based on paid- paid-up capital of 216.84 million, an allocation of 21.68 million (10% (10% of the paid- paid-up capital) was made. • The following summarises the options issued under the NSTP Sch
Slide 5: MPB ESOS - Proposed New Scheme
5 MPB ESOS – PROPOSED NEW SCHEME • On 16 March 2010, RHB Bank Berhad announced that MPB proposes to establish and implement a new ESOS for the enlarged MPB Group (“ (“New Scheme” Scheme”). • The New Scheme : • Completion of the VGO exercise which resulted in NSTP being part of the enlarged MPB Group
Slide 6: Rationale of New MPB Scheme
RATIONALE OF NEW MPB SCHEME 6 • the Provide employees opportunity to participate in the equity of the enlarged MPB Group • Integration for employees of MPB and NSTP to enhance value of the the enlarged MPB Group. • To vary the remuneration to employees from purely cash basis to non- non-cash basis •
Slide 7: Proposed Allocation of Options
7 PROPOSED ALLOCATION OF OPTIONS 2010 2004 Category of employee Total Total Entitlement Entitlement Non Executive Directors 420,000 - Senior Management 4,825,000 5,250,000 General Managers 9,285,000 7,400,000 Managers 17,785,000 11,370,000 Executives 33,826,500 21,020,000 Non Executives 18,906,000 7
Slide 8: Allocation - Market Comparison
ALLOCATION - MARKET COMPARISON 8 The following is the comparison of MPB’ MPB’s proposed issue against recent issuance by other issuers: Cat egory of employee Number of opt ions per employee Media Prima MR CB I OI Corp Non Executive Directors 60,000 n/a n/a - Group Executive Chairman n/a n/a 3,000,00
Slide 9: Effects on Share Capital
9 EFFECTS ON SHARE CAPITAL • Proforma effect of Proposed ESOS on the issued and paid- paid-up share capital of MPB as at 19 March 2010, assuming full exercise of the maximum number of Options Options granted is set out below: Par Value No. of Shares RM (‘000) RM‘000 Existing issued and paid-up share
Slide 10: Allocation - Financial Impact of ESOS
10 ALLOCATION - FINANCIAL IMPACT OF ESOS • Under FRS2: Share Based Payment- Payment- Issuer will have to ascertain the fair value of the share option option • Statementt in the period the option is granted, Fair value of the Option would be charged to the Income Statemen represents an “economic loss
Slide 11: Basis of Allocation
11 BASIS OF ALLOCATION • The Options are allocated to eligible employees (including eligible eligible Directors). • Directors (whether executive or non- non-executive) of MPB shall only be eligible to participate in the New New Scheme if the allotment of Shares to him has been approved by the the sh
Slide 12: Proposed Timeline
PROPOSED TIMELINE 12 Date Event 16 March 2010 • Announcement of Proposed ESOS • Submission of ESOS By- By-Laws, listing application and circular to shareholders to Bursa Securities 29 March 2010 • Approval from Bursa Securities 1 April 2010 • Despatch of circular to shareholders 15 April 2010 • EGM
Slide 13: ESOS Committee and Administration
13 ESOS COMMITTEE AND ADMINISTRATION • allocation The ESOS Committee will be the body that decides on the allocation of the ESOS options. • of: It is proposed that the members of the ESOS Committee comprise o f: – Dato’ Dato’ Abdul Kadir Bin Mohd Deen (Chairman) – Dato’ Dato’ Fateh Iskandar Bin Tan
Slide 14: Approvals Sought
14 APPROVALS SOUGHT We seek the MPB shareholders’ shareholders’ approval for the following: • Approval on the proposed ESOS of up to 10% of the issued and paid paid-up share capital of MPB; • Proposed allocation of ESOS Options to the following Directors :- :- i. Datuk Johan Bin Jaaffar; ii. Dato’ D
Slide 15: Thank You
15 THANK YOU For information www.mediaprima.com.my Inquiries, Suggestions and Comments investor@mediaprima.com.my
Slide 16: Q&A
16 Q&A
Slide 17: Forward-looking statements note
17 Note: The presentation may contain forward-looking statements which are based on MPB's current expectations, forecasts and assumptions based on management's good faith expectations and belief concerning future developments. In some cases forward-looking statements may be identified by forward-loo
Media Prima Berhad — Shareholder Meeting (April 2010) on 6ix