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KUWAIT ENERGY plc

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended 30 June 2014

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29.

SHARE-BASED PAYMENTS

At an Extraordinary General Meeting held on 14 October 2008 the shareholders of Kuwait Energy K.S.S.C.

approved the issue of shares for nil consideration to employees in accordance with the employee incentive scheme

(“EIS”) approved by the Board of Directors (“BOD”). Following the restructuring the EIS obligations have been

transferred from Kuwait Energy K.S.S.C. to Kuwait Energy plc. The EIS is available to specified employees

employed at the beginning of the financial year and pro-rated for specified employees who have joined before 1

October of the financial year. The entitlement of each employee is determined based on the maximum incentive

entitlement decided by the BOD and the weighted average of corporate performance ratings and individual

performance ratings. The share awards vest in a staggered manner of 30%, 30% and 40% after one, two and three

years respectively. Any unutilised share awards cannot be carried forward. If the employee leaves the Group (other

than due to exceptional circumstances beyond the employee’s control) during the vesting period, the unvested shares

will be forfeited. If the employee leaves the Group due to exceptional circumstances beyond the employee’s control

during the vesting period, the fair value of the unvested share awards will be paid in cash. The unvested shares are

not entitled to dividends or bonus shares.

The EIS has concluded and the Group has issued all the vested shares during the year 2012 to the employees.

The Group records an expense, based on its best estimate related to the fair value determined by reference to the fair

value of the share awards from independent market sources at the dates of the grant 1 January 2008 (139 fils/share),

1 January 2009 (201 fils/share), 1 January 2010 (201 fils/share) and 1 January 2011 (201 fils/share) on a straight-line

basis over the vesting period. During the year 2012, the Company recognised a net expense of USD 742 thousand

(2011: USD 1,229 thousand) including reversal of previously recognised expenses relating to forfeited shares as the

cost of EIS and credited the share-based compensation reserve in equity.

Year 31 December 2012

Year 31 December 2011

Number

Fair value

Number

Fair value

USD 000’s USD 000’s USD 000’s

USD 000’s

Outstanding at beginning of the year

858

2,449

618

1,696

Granted during the year

-

-

514

1,485

Forfeited during the year

(47)

(134)

(42)

(118)

Vesting/issued during the year

(811)

(2,315)

(232)

(614)

Outstanding at the end of the year

-

-

858

2,449

30.

RELATED PARTY TRANSACTIONS

Related parties comprise major shareholders, directors and executive officers of the Group, their families and

companies of which they are the principal owners. Balances and transactions between the Company and its

subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Kuwait Energy KSSC, the parent company prior to the restructuring has continued to provide staff to the Group at

cost plus a mark-up, representing an arm’s length transaction, whilst the contracts for those staff are transferred to

subsidiaries of the Group. The charge to the Group after completion of the restructuring in this regard was USD 75

thousand (30 June 2013: USD 75 thousand, 31 December 2013: USD 150 thousand, 2012: USD 145 thousand, 2011:

nil,) and USD 478 thousand was owed to Kuwait Energy KSSC in this regard at 30 June 2014 (30 June 2013: USD

610 thousand, 31 December 2013: USD 473 thousand, 31 December 2012: USD 1,148 thousand, 31 December

2011: USD 569 thousand).

The other related party transactions and balances included in the Group’s consolidated financial statements are as

follows: