TANJUNG OFFSHORE BERHAD

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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 UNEXERCISED OPTIONS GRANTED (continued) i) Employees’ Share Option Scheme (“ESOS”) (continued) 61 TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 c) The maximum number of new shares that may be offered and allotted to an Eligible Employee shall be determined by the ESOS Committee taking into consideration inter-alia, the Eligible Employee’s designation, job description, responsibilities and seniority. d) The subscription price of the options issued pursuant to ESOS shall be the higher of the following: i) at a discount of not more than ten percent (10%) from the weighted average market price of the shares as shown in the daily offi cial list issued by Bursa Malaysia Securities Berhad (“Bursa Securities”) for the fi ve (5) market days immediately preceding the date of offer; or ii) the par value of the shares. e) The new shares to be allotted and issued upon any exercise of the options will, upon such allotment and issuance, rank pari passu in all respects with the existing and issued shares except that the new shares so issued will not be entitled to any dividends, rights, allotments and/or any other distributions which may be declared, made or paid to shareholders prior to the date of allotment of the new shares. The new shares will be subjected to all provisions of the Articles in relation to their transfer, transmission or otherwise. The options shall not carry any right to vote at a general meeting of the Company. As at 31 December 2009, there were 14,075,900 (2008:14,691,000) unissued ordinary shares pursuant to the ESOS options granted under the ESOS Scheme, at between RM0.68 to RM2.35 (2008: RM0.68 to RM2.35 per share) respectively. According to Section 169(11) of the Companies Act, 1965, the Company is required to disclose the name of persons to whom any option has been granted during the current fi nancial year. Pursuant to Section 169A of the Companies Act, 1965, the Company has applied and has been granted exemption by the Companies Commission of Malaysia from having to disclose the name of employees who have been granted options to subscribe for less than 500,000 ordinary shares of RM0.50 each. During the current fi nancial year, none of the employees of the Company has been granted ESOS options above 500,000 ordinary shares of RM0.50 each. Details of the share options granted to directors are disclosed in the section on Directors and their shareholdings in this report. Details of the share option granted and exercised under the ESOS during the current fi nancial year are set out in Note 17 to the fi nancial statements. ii) Warrants from issuance of Bonds On 30 November 2005, the Company issued a RM150,000,000 nominal value up to eight (8) years 4.5% per annum serial fi xed rate bonds with detachable warrants to the primary subscribers. On 3 March 2006, the primary subscribers were allotted a total of 18,514,600 warrants to the shareholders at an offer price of RM0.24 per warrant on the basis of one (1) warrant for every fi ve (5) ordinary shares held on entitlement date. On 29 August 2006, the Company completed the listing of an additional 9,257,000 warrants arising from the bonus issue exercise which was implemented in accordance to the Deed Poll dated 13 January 2006 on the basis of one (1) new warrant for every two (2) warrants held on entitlement date. On 13 June 2007, the Company completed the listing of an additional 10,095,104 warrants arising from the bonus issue exercise on the basis of two (2) new warrants for every fi ve (5) existing warrants.
TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 UNEXERCISED OPTIONS GRANTED (continued) ii) Warrants from issuance of Bonds (continued) During the fi nancial year ended 31 December 2009, the Company issued an additional 17,919 units of new ordinary shares of RM0.50 each arising from the exercise of warrants at an exercise price of RM0.55 per share. As at 31 December 2009, there is a total of 35,884,053 outstanding Warrant A 2006/2016 warrants. As at 31 December 2009, there is a total of 40,977,929 outstanding Warrant B 2008/2013 warrants. SIGNIFICANT AND SUBSEQUENT EVENTS Details of the signifi cant and subsequent events are set out in Note 35 and 36 to the fi nancial statements respectively. CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the fi nancial statements of the Group and of the Company that would render any amount stated in the respective fi nancial statements misleading. AUDITORS The auditors, AljeffriDean, have indicated their willingness to continue in offi ce. Signed on behalf of the Board of Directors in accordance with a resolution of the directors, .….……………………..………… Datuk Wira Syed Ali bin Tan Sri Syed Abbas Alhabshee Independent Non-Executive Chairman .….……………………..………… Haji Omar bin Khalid Managing Director 28 April 2010 62
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TANJUNG OFFSHORE BERHAD

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