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28Middle East Development Singapore Ltd.Annual Report 2008Report of the Directors4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITSSince the beginning of the fi nancial year, no director has received or become entitled to receive a benefi t which isrequired to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made bythe Company or a related corporation with the director or with a fi rm of which he is a member, or with a companyin which they have a substantial fi nancial interest except for salaries, bonuses and other benefi ts as disclosed in thefi nancial statements. Certain directors received remuneration from related corporations in their capacity as directorsand/or executives of those related corporations.5 SHARE OPTIONSa) Hitchins Employees’ Share Option SchemeThe Hitchins Employees’ Share Option Scheme (the “Scheme”) of the Company was approved and adoptedby its members at an Extraordinary General Meeting held on 13 December 2002.The Scheme provides an opportunity for employees (including Executive Directors of the Group) to have apersonal stake in the shareholdings of the Company.The Scheme is administered by the Remuneration Committee comprising:• Tee Tua Ba (Chairman and Independent Director)• Hoon Tai Meng (Member and Independent Director)• Tan Song Koon (Member and Independent Director)The following persons are eligible to participate in the Scheme:(i) confi rmed full–time employees of the Company and/or subsidiaries who have attained the age of 21years and above and/or before the relevant date of offer of an option;(ii)(iii)Executive Directors; andpersons who qualify under (i) or (ii) and who are controlling shareholders of the Company and theirassociates and whose participation and actual number of shares granted under the Scheme andterms of any option granted to them have been approved by independent shareholders in generalmeeting.Non–executive directors are not eligible to participate in the Scheme.Under the rules of the Scheme, options will be granted at the prevailing market price of the shares basedon the average of the last dealt price per share as indicated in the daily offi cial list or any other publicationpublished by the Singapore Exchange Securities Trading Limited for the 5 consecutive days immediatelypreceding the date of grant (the “Market Price”). Options will not be granted at a discount to the MarketPrice.Options are exercisable, in whole or in part (provided that an option is exercised in part in respect of 1,000shares or any multiple thereof) as follows:(i)(ii)(iii)(iv)up to 40% of the option at any time after 12 months of the date of grant;the next 30% of the option at any time after 18 months of the date of grant;the balance 30% of the option at any time after 24 months of the date of grant; andbefore the end of 120 months of the date of grant of the option, subject to such other conditionsintroduced by the Remuneration Committee from time to time.
Middle East Development Singapore Ltd.Annual Report 2008 29Report of the DirectorsThe aggregate number of shares to be issued under the Scheme shall not exceed 15% of the Company’stotal issued share capital. The number of outstanding share options under the Scheme is as follows:Date of grantBalanceat1 July 2007 ExercisedBalanceat30 June 2008Exerciseprice pershareExpiry date28 April 2004 535,000 (300,000) 235,000 $0.08 28 April 2014Since the commencement of the Scheme, no options have been granted to the directors of the Company,controlling shareholders of the Company or their associates and no participant under the Scheme has beengranted 5% or more of the total options available under the Scheme.The options granted by the Company do not entitle the holders of the options, by virtue of such holdings, toany right to participate in any share issue of any other Company.b) Option to subscribe for ordinary shares at $0.05 eachOn 29 December 2006, the Company granted an option to M.E. Development L.L.C. (“MED”) under asubscription agreement to subscribe for 120,000,000 ordinary shares at $0.05 each. MED subsequentlyexercised part of the option to subscribe for 20,000,000 ordinary shares at $0.05 each in the fi nancial yearended 30 June 2007. As at 30 June 2008, there was a remaining option to subscribe for 100,000,000ordinary shares at $0.05 each.c) Middle East Development Singapore (“MEDS”) Share PlanThe MEDS Share Plan (the “Plan”) of the Company was approved by its members at an ExtraordinaryGeneral Meeting held on 26 October 2007.It is a share incentive plan and is an integral part of the employee incentive compensation in the Company’svariable wage system. The Plan will give the Participants an opportunity to have a personal equity interest inthe Company.The Participants of the Plan are not required to pay for the grant of Awards or for the Shares allotted orallocated. The Plan is for a period of 10 years commencing on the Effective Date.The Plan is administered by the Remuneration Committee comprising:• Tee Tua Ba (Chairman and Independent Director)• Hoon Tai Meng (Member and Independent Director)• Tan Song Koon (Member and Independent Director)The following persons are eligible to participate in the Plan:• Employees of the Group;• Employees of the Company’s Associated Companies; and• Non-executive directors of the Company.The aggregate number of new Shares over which the Committee may grant Awards on any date, whenadded to the number of new Shares issued and issuable in respect of all Shares granted under the Planand any other existing share schemes or share option schemes implemented or to be implemented by theCompany, shall not exceed 15% of the issued share capital of the Company on the day preceding that date.Awards to be issued represent the right conferred by the Company on a Participant. It may be granted atany time during the period the Plan is in force, provided always that in the event that an announcement onany matter involving unpublished price sensitive information is made, awards may only be granted after thesecond Market Day following the aforesaid announcement. Acceptance of the Grant shall be within 30 daysfrom the date of grant.
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