TANJUNG OFFSHORE BERHAD

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”).
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