Eng - IOI Group

Directors’ Report cont’dExecutive Share Option SchemeAn Executive Share Option Scheme (“ESOS”) was established on 23 November 2005 for the benefit of the executives and full timeexecutive directors of the Group.The salient features of the ESOS are as follows:a) Maximum number of shares available under the ESOSThe total number of new ordinary shares in the Company (“IOI Shares”) which may be made available under the ESOS shall notexceed 10% of the total issued and paid-up ordinary share capital of the Company at the time an offer of options is made in writingby a committee appointed by the Board to administer the ESOS (“Option Committee”) to any executive or executive Director of theGroup (“Offer”) who meets the criteria of eligibility for participation in the ESOS as set out in the rules, terms and conditions of theESOS (“Bye-Laws”).b) EligibilitySave for executives who are employed by the foreign subsidiaries of the Company (including the Malaysian subsidiaries ofsuch foreign subsidiaries), and executives who are employed by subsidiaries of the Company, of which the Company holds lessthan 75% of the issued and paid-up share capital, any executive (including Executive Director) of the Group shall be eligible toparticipate in the ESOS if, as at the date of the Offer (“Offer Date”), the executive:i. has attained the age of 18 years;ii.iii.is in the full time employment and payroll of a company within the Group (other than a company which is dormant) for atleast 3 years; andfalls within such other categories and criteria that the Option Committee may from time to time at its absolute discretiondetermine.(The eligible employees above are hereinafter referred to as “Eligible Executive(s)”)No executive of the Group shall participate at any time in more than one ESOS implemented by any company within the Group.c) Maximum allowable allotment and basis of allocationi. The aggregate maximum number of new IOI Shares that may be offered and allotted to any of the Eligible Executives of theGroup shall not exceed the maximum allowable allotment set out in the Bye-Laws and subject to the following:• the number of new IOI Shares allotted, in aggregate, to the Executive Directors and senior management of the Groupshall not exceed 50% of the total new IOI Shares that are available to be issued under the ESOS; and• the number of new IOI Shares allotted to any individual Eligible Executive, who either singularly or collectively throughpersons connected with him/her (as defined under the Listing Requirements of Bursa Malaysia Securities) holds 20%or more in the issued and paid-up capital of the Company, shall not exceed 10% of the total new IOI Shares that areavailable to be issued under the ESOS.107ANNUAL REPORT 2007IOI Corporation Berhad