Shareholder approval requirement: special resolution needed before offering ESOS and full disclosure of scheme terms. No ESOS may be offered unless shareholders pass a special resolution. The explanatory statement and resolution must specify total options, employee classes eligible, vesting requirements and maximum vesting period, exercise price or formula, exercise period and process, appraisal process for eligibility, maximum options per employee and aggregate limits, adherence to prescribed accounting policies, valuation method, and required disclosure comparing intrinsic and fair value impacts. Separate shareholder resolution is required for grants to subsidiary or holding company employees and for grants in a year equal to or exceeding one percent of issued capital.
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Provisions expressly mentioned in the judgment/order text.
Shareholder approval requirement: special resolution needed before offering ESOS and full disclosure of scheme terms.
No ESOS may be offered unless shareholders pass a special resolution. The explanatory statement and resolution must specify total options, employee classes eligible, vesting requirements and maximum vesting period, exercise price or formula, exercise period and process, appraisal process for eligibility, maximum options per employee and aggregate limits, adherence to prescribed accounting policies, valuation method, and required disclosure comparing intrinsic and fair value impacts. Separate shareholder resolution is required for grants to subsidiary or holding company employees and for grants in a year equal to or exceeding one percent of issued capital.
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