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EMPLOYEES' SHARE OPTION SCHEME<br />

The Malaysian Resources Corporation Berhad's Employees' Share Option Scheme (‘ESOS’ or the<br />

‘Scheme’) was approved by the shareholders at an Extraordinary General Meeting held on 12<br />

August 2002 and became effective subsequent to the financial year under review on 5 September<br />

2002. This Scheme replaces the previous ESOS that expired on 3 April 2001.<br />

The details of the ESOS are contained in the Bye-Laws and the salient features thereof are as<br />

follows:<br />

(a) The Scheme is set up for the participation in the ordinary share capital of the Company only.<br />

The total number of shares to be offered under the ESOS shall not exceed 10% of the<br />

total number of issued and fully paid ordinary shares of the Company at any time during<br />

the tenure of the Scheme, which shall be in force for a period of five (5) years commencing<br />

5 September 2002.<br />

(b) Eligible employees (including Executive Directors) are those who must have been confirmed<br />

in his/her position as an employee with a minimum of six (6) months continuous service on<br />

or prior to the date of offer of the ESOS.<br />

(c) The Scheme is administered by an Option Committee which comprises senior management<br />

staff appointed by the Board of Directors.<br />

(d) An Option granted under the ESOS is capable of being exercised by the grantee by<br />

notice in writing to the Company commencing from the date of the offer and expiring on<br />

4 September 2007.<br />

(e) Options granted for each year may be exercised in full or in such lesser number of shares<br />

provided that the number shall be in multiples of and not less than 1,000 shares.<br />

(f) The option price of each share shall be at a discount of not more than 10% from the<br />

weighted average market price of the shares of the Company as stated in the Daily Official<br />

Listing issued by the Kuala Lumpur Stock Exchange for the five (5) market days immediately<br />

preceding the date of offer and shall not be less than the par value of the share.<br />

(g) An eligible employee can only participate in one ESOS implemented by any company in the<br />

Group at any one time.<br />

(h) All the new ordinary shares issued arising from the ESOS shall rank pari-passu in all respects<br />

with the existing ordinary shares of the Company.<br />

Laporan Tahunan 2002 Annual Report<br />

DIRECTORS’ REPORT (CONTINUED)<br />

83

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