Eng - IOI Group

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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
Directors’ Report cont’dExecutive Share Option Scheme cont’dc) Maximum allowable allotment and basis of allocation cont’dii.The number of new IOI Shares that may be offered and allotted to any of the Eligible Executive shall, subject to the maximumallowable allotment, be at the sole and absolute discretion of the Option Committee after taking into consideration the lengthof service and the performance of the Eligible Executive in the Group as provided in the Bye-Laws or such other matters whichthe Option Committee may in its sole and absolute discretion deem fit.d) Subscription priceThe subscription price shall be higher of the following:i. the weighted average market price of the IOI Shares for the 5 market days immediately preceding the Offer Date; orii.the par value of the IOI Shares;and subject to adjustments stipulated in the Bye-Laws, where applicable.e) Duration and termination of the ESOSi. The ESOS came into force on 23 November 2005 and shall be for a duration of 10 years.ii.The ESOS may be terminated by the Company prior to the expiry of its duration or tenure provided that the followingconditions have been satisfied:• the consent from the Company’s shareholders by ordinary resolution at a general meeting have been obtained; and• the written consent from all Grantees who have yet to exercise their Option, either in part or in whole, has beenobtained.f) Exercise of optioni. Options are exercisable only upon the expiry of the first anniversary of the Offer Date.ii.Options which are subject of the same Offer shall be exercisable only in 4 tranches over 4 years with a maximum of 25% ofsuch options exercisable in any year.iii.Where the maximum of 25% within a particular year has not been exercised by the Grantee, the percentage unexercisedshall be carried forward to subsequent years and shall not be subject to the maximum percentage for the following yearprovided that such unexercised options shall not be carried forward beyond the option period.iv.The Grantee shall be entitled to exercise all remaining options after the 9 th anniversary of the ESOS.IOI Corporation BerhadANNUAL REPORT 2007 108
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Chairman’s StatementDear Valued S
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Responsibility“ Today, more than
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Group Performance Highlights2007 20
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Efficiency“The future belongs to
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KepongKLCCKL SentralPetaling JayaKu
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fold herestampThe Company Secretary
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Eng - IOI Group

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