TANJUNG OFFSHORE BERHAD

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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 59 TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 In accordance with the Register of Directors’ Shareholding, the interests of directors in offi ce at the end of the fi nancial year in shares, options and warrants over ordinary shares in the Company were as follows:- Direct Interest: Number of Ordinary Shares of RM0.50 each Balance as at Balance as at 01.01.2009 Acquired Sold 31.12.2009 Datuk Wira Syed Ali bin Tan Sri Syed Abbas Alhabshee 420,000 - - 420,000 Haji Omar bin Khalid 102,190,422 383,900 - 102,574,322 Haji Hamidon bin Md Khayon 47,000 - - 47,000 Dato’ Ab Wahab bin Haji Ibrahim 128,100 - - 128,100 Edwanee Cheah bin Abdullah 1,280,124 500,000 (613,400) 1,166,724 George William Warren Jr 879,480 - - 879,480 Za’aba bin Sedek 3,870 279,000 (235,000) 47,870 Indirect Interest: Haji Omar bin Khalid *100,800 - - 100,800 Direct Interest: Number of ESOS Options over Ordinary Shares of RM0.50 each Balance as at Balance as at 01.01.2009 Acquired Exercise 31.12.2009 Haji Omar bin Khalid 1,791,400 - - 1,791,400 Haji Hamidon bin Md Khayon 1,344,000 - - 1,344,000 Za’aba bin Sedek 307,800 723,200 (279,000) 752,000 Indirect Interest: Haji Omar bin Khalid *67,000 - - 67,000 Direct Interest: Number of Warrants over Ordinary Shares of RM0.50 each Balance as at Balance as at 01.01.2009 Acquired Sold 31.12.2009 Datuk Wira Syed Ali bin Tan Sri Syed Abbas Alhabshee 89,599 - - 89,599 Haji Omar bin Khalid 35,466,007 - - 35,466,007 Edwanee Cheah bin Abdullah 399,769 - (36,000) 363,769 George William Warren Jr 303,379 - - 303,379 Indirect Interest: Haji Omar bin Khalid *34,719 - - 34,719 * Deemed interest by virtue of Section 134 of the Companies Act, 1965. By virtue of his interest in the shares of the Company, Haji Omar bin Khalid is also deemed to have interest in the shares of the subsidiary companies to the extent that the Company has an interest during the current fi nancial year.
TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 DIRECTORS AND THEIR SHAREHOLDINGS (continued) Dato’ AbWahab bin Haji Ibrahim and Haji Hamidon bin Md Khayon are the directors who will retire in accordance with Article 103 of the Company’s Articles of Association and being eligible to offer themselves for re-election. DIRECTORS’ BENEFITS Since the end of the previous fi nancial year, none of the directors of the Company has received or become entitled to receive any benefi t (other than a benefi t included in the aggregate amount of emoluments received or due and receivable by directors as shown in Note 32 fi nancial statements) by reason of a contract made by the Company or a related corporation with any director or with a fi rm of which the director is a member, or with a company in which the director has a substantial fi nancial interest. Neither at the end of the fi nancial year, nor at any time during the current fi nancial year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than those arising from the share options granted under the Employees’ Share Option Scheme (“ESOS Scheme”). ISSUANCE OF NEW ORDINARY SHARES The Company has increased its issued and paid-up share capital from RM123,294,789 to RM125,650,347 pursuant to the following corporate exercises: i) Issuance of new ordinary shares arising from the exercise of ESOS options amounting to 4,693,196 new ordinary shares of RM0.50 each at exercise prices ranging from RM0.68 to RM2.35 per share. ii) Issuance of additional 17,919 units of new ordinary shares of RM0.50 each arising from the exercise of warrants at exercise prices of RM0.55 per share. The new ordinary shares issued during the current fi nancial year rank pari passu in all respects with the existing ordinary shares held in the Company, other than those disclosed in the following section on unexercised options granted to executive directors and employees of the Company. UNEXERCISED OPTIONS GRANTED i) Employees’ Share Option Scheme (“ESOS”) The Company’s Employees’ Share Option Scheme is governed by the Bye-Law approved by the shareholders at an Extraordinary General Meeting held on 2 August 2005 and is to be in force for a period of fi ve (5) years until 1 August 2010. The ESOS was effective since 2 August 2005. The principal features of the Bye-Law of ESOS are as follows: a) The maximum number of options which may be allotted pursuant to the ESOS (“Options”) as approved by the Securities Commission (“SC”) shall not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at any point in time during the duration of the ESOS. b) Executive directors and employees of the Group and of the Company will be eligible to participate in the ESOS provided that they fulfi ll the conditions for eligibility stipulated in the rules, terms and conditions contained in the Bye-Law (“Eligible Employees”). 60
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