| 1) | In this section, unless the context indicates otherwise- |
| a) | 'employee share scheme' means a scheme established by a company for the purposes of offering participation therein to employees of the company or of its subsidiary, either- |
| i) | by means of the sale of shares in the company; or |
| ii) | by the grant of options on shares in the company, |
solely to bona fide employees of the company or of its subsidiary, whether by means of a trust or otherwise;
| b) | 'compliance officer' means a compliance officer appointed by a company in respect of its employee share scheme in accordance with subsection (2); and |
| c) | 'specified shares' means shares, including options on shares, which are offered to employees of the company in terms of an employee share scheme. |
| 2) | Every company which establishes an employee share scheme shall- |
| a) | appoint a compliance officer who shall be accountable to the directors of the company; |
| b) | state in its annual financial statements the number of specified shares which it has allotted during that financial year in terms of its employee share scheme. |
| 3) | A compliance officer who is appointed in respect of any employee share scheme shall- |
| a) | be responsible for the administration of that scheme; |
| b) | furnish or cause to be furnished in writing to any employee who receives an offer of specified shares in terms of that employee scheme- |
| i) | full particulars of the nature of the transaction, including the risks arising therefrom; |
| ii) | information relating to the company, including its latest annual financial statements, the general nature of its business and its profit history over the last three years; and |
| iii) | full particulars of any material changes which take place in respect of any information furnished in terms of subparagraph (i) or (ii); |
| c) | ensure that copies of the documents containing the information referred to in paragraph (b)(i) and (ii) are lodged with the Registrar within 30 days after the employee share scheme has been established; |
| d) | lodge a certificate with the Registrar within 60 days after the end of each financial year to the effect that he or she has complied with the obligations in terms of this section during such year and attach thereto any documents containing particulars contemplated in paragraph (b)(iii), issued during such year. |
