Quality - UAC Berhad

Notes to The Financial StatementsFor The Financial Year Ended 31 December 200523 SHARE CAPITALGroup & Company2005 2004RM'000 RM'000Authorised ordinary shares of RM1 each 100,000 100,000Issued and fully paid ordinary shares of RM1 eachAt 1 January 73,238 72,455Issued during the financial year:- exercise of share options 643 783At 31 December 73,881 73,238Employees' Share Option SchemeThe Company implemented an Employees' Share Option Scheme (“ESOS”) on 29 April 2002 for a period of 5 years.The ESOS is governed by the by-laws which were approved by the shareholders at the Extraordinary GeneralMeeting of the Company held on 18 February 2002.The main features of the ESOS are as follows:• The total number of ordinary shares to be issued by the Company under the ESOS shall not exceed 10% of thetotal issued and paid-up ordinary shares of the Company.• Eligible persons are employees and full time executive directors who have served the Group for a continuousperiod of at least one (1) year and have been confirmed in service on the date of offer. The eligibility forparticipation in the ESOS shall be at the discretion of the Option Committee administering the ESOS.• The option price under the ESOS is to be at a discount of not more than 10% of the average of the mean marketquotation of the shares of the Company as quoted in the Daily Official List issued by Bursa Malaysia SecuritiesBerhad for the five market days preceding the offer date, or the par value of the shares of the Company ofRM1.00, whichever is the higher.• The options granted may be exercised at any time before the expiry of the ESOS on 28 April 2007. Theemployees' entitlements to the options are vested (i.e. they are not conditional on future employment) as soonas they are allocated and become exercisable.• No option shall be granted for less than 2,000 shares or more than 250,000 shares. The option may be exercisedin full or such lesser number of ordinary shares provided the number shall be in multiples of 1,000 shares.• Details of the share option allocation criteria can be obtained from the Company's Personnel Department.• The persons to whom the options have been granted have no right to participate by virtue of the options in anyother company.76 UAC BERHAD (5149-H) (Incorporated in Malaysia)