perspective perspective - ChartNexus

26 SHARE CAPITAL
143
Group and Company
2005 2004
RM’000 RM’000
Authorised:
Ordinary shares of RM1.00 each, at beginning and end of the financial year 500,000 500,000
================= =================
Issued and fully paid:
Ordinary shares of RM1.00 each
At beginning of the financial year 232,347 232,346
Issued during the financial year – 1
––––––––––––––––––– –––––––––––––––––––
At end of the financial year 232,347 232,347
================= =================
EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)
The Company had, on 5 September 2003, implemented an Employees’ Share Option Scheme (“ESOS”) for its eligible employees
and Executive Directors of the Group. This ESOS had been in force for a period of five years from the date of its implementation
until its expiry on 4 September 2008.
The ESOS was approved by the shareholders at an Extraordinary General Meeting held on 25 June 2003.
The main features of the ESOS are as follows:
(a) The maximum number of new ordinary shares of the Company which may be available under the scheme shall not in
aggregate exceed 10% of the issued and paid-up share capital of the Company at any one time;
(b) Subject to the eligibility criteria as may be set by the Option Committee, an eligible employee shall be eligible to participate
in the scheme;
(c) No option shall be granted to any Executive Director of the Company unless specific grant of options over ordinary shares
to that Executive Director shall have been previously approved by the shareholders of the Company in a general meeting;
(d) The maximum number of new ordinary shares of the Company that may be offered and allotted to an eligible employee
shall be determined at the discretion of the Option Committee taking into consideration the performances, seniority and
years of service of the eligible employee. The allocation to the eligible Executive Directors and senior management shall not
in aggregate exceed 50% of the new ordinary shares of the Company available under the scheme. Not more than 10% of the
new ordinary shares of the Company available under the scheme should be allocated to any eligible employee who, either
singly or collectively, through his associates (as defined in the Companies Act, 1965), holds 20% or more of the issued and
paid-up capital of the Company;
(e) The price at which an eligible employee is entitled to subscribe for each new ordinary share of the Company shall be
determined by the Option Committee based on the 5-day weighted average market price of the ordinary shares of the
Company immediately preceding the Offer Date of the options over ordinary shares, with a discount of not more than 10%,
or at the par value of the ordinary shares of the Company, whichever is higher;
(f) The options over ordinary shares granted must be exercised within a period of five years from the Date of Offer of the
options over ordinary shares to the respective employees or before the expiry of the ESOS, which shall continue to be in
force for a period of five years from 5 September 2003 (the date the options over ordinary shares were first granted to the
eligible employees) subject to the ESOS not being extended for an additional five years;
(g) The new ordinary shares of the Company to be allotted upon exercise of any options over ordinary shares granted shall
upon allotment and issue, rank pari passu in all respects with the existing Company’s ordinary shares. The new ordinary
shares of the Company so allotted will not be entitled to any dividends, rights, allotments and/or other distributions unless
such new ordinary shares of the Company meet the conditions as specified in the By-Laws of the ESOS.
UNITED MALAYAN LAND BHD