John Keells Holdings PLC (JKH) has summoned an extraordinary general meeting on December 2 to consider a special resolution authorizing the company’s directors to offer up to one percent of JKH’s total issued share capital to its employees under an Employees Share Option Plan (ESOP)

JKH has offered shares under ESOPs since 1996 under schemes approved by the regulatory bodies and operated in accordance with guidelines set by the SEC and the CSE.

Executive directors of JKH are significant shareholders of the company owning several million shares each although none of them own a percentage of the highly capitalized conglomerate.

The fourth ESOP scheme which was approved on December 13, 2007 has been fully utilized with options awarded under that scheme on March 25, 2008 at a price of Rs.120 per share. These options are due to expire on March 24, 2013.

``Your Board of Directors is of the view that maintaining a proprietary interest and a long term commitment amongst the senior executives of the company on a continuing basis would increase shareholder value in the company," JKH told shareholders in a circular accompanying the ESOP resolution.

Towards achieving this object, the company’s Board has with the approval of the CSE formulated a fifth ESOP for which shareholder approval is being sought.

The maximum number of options to be awarded under this scheme will cover slightly over 6.9 million shares amounting to one percent of the issued shares of the company to be awarded in its entirety on the day of the award of the scheme. They expire 60 months from the date of the award.

The shares awarded will be priced at the closing market price of the JKH share on the day of the award and the company will not provide any financial assistance to employees to purchase these shares under the ESOP.

JKH said that its Board has resolved that the price at which the shares are to be issued through the option period "is fair and reasonable to the company and to all its shareholders."

Members of the senior executive staff including executive directors of JKH and its subsidiaries will be entitled to the share options under the ESOP with the board’s Remuneration Committee determining the number of shares to be offered to executive directors and presidents of the company’s various business segments.

Such offers will be based on performance of such persons as well as the performance of the group, the circular to shareholders explained.

The Group Executive Committee of the company will determine the number of shares to be offered to other eligible staff with such decisions subject to ratification by the board’s Remuneration Committee.

The share option will lapse if not exercised within a period of 60 months of the award and any such lapsed options as a result of their not being taken up or employees leaving the services of the company without accepting the offer may be included in a subsequent offer.