Maxis Berhad
Annual Report 2014
160
Notes to the
Financial Statements
31 December 2014
31 SHARE CAPITAL (CONTINUED)
(b) ESOS
Pursuant to the ESOS implemented on 17 September 2009, the Company will make available new shares, not exceeding in
aggregate 250,000,000 shares during the existence of the ESOS, to be issued under the share options granted. The ESOS is
for the benefit of eligible employees and eligible directors (executive and non-executive) of the Group and of the Company. The
ESOS is for a period of 10 years and is governed by the ESOS Bye-Laws as set out in the Company’s Prospectus dated 28
October 2009 issued in relation to its initial public offering.
An ESOS Committee comprising Directors of the Company has been set up to administer the ESOS. The ESOS Committee may
from time to time offer share options to eligible employees and eligible directors of the Group and of the Company to subscribe
for new ordinary shares of RM0.10 each in the Company.
The salient features of the ESOS are as follows:
(i) The total number of shares which may be issued under the ESOS shall not exceed in aggregate 250,000,000 during the
existence of the ESOS save and except for any circumstances which may be specified in the Bye-Laws;
(ii) Subject to the discretion of the Directors, any employee of the Company and its subsidiaries who has a written employment
contract and any director (executive or non-executive) of the Company, shall be eligible to participate in the ESOS;
(iii) The number of new shares that may be offered under the ESOS shall be at the discretion of the Directors after taking
into consideration the performance, seniority and number of years of service as well as the employees’ actual or potential
contribution to the Group;
(iv) In the event of a change in the capital structure of the Company except under certain circumstances, the Directors
may make or provide for adjustments to be made in the share options price and/or in the number of shares covered by
outstanding share options as the Directors at their discretion, may in good faith determine to be equitably required in
order to prevent dilution or enlargement of the rights of the optionee or provide for adjustments in the number of shares
to give the optionee the same proportion of the issued ordinary share capital of the Company to which the optionee was
previously entitled;
(v) The subscription price upon the exercise of the share options under the ESOS shall be the weighted average market price
quoted for the five market days immediately preceding the date on which the share options are granted;
(vi) The ESOS has a contractual term of 10 years. All share options shall become exercisable to the extent of one-third of
the shares granted on each of the first three anniversaries from the date the share options were granted provided the
optionee has been in continuous service with the Group throughout the period;
(vii) Subject to paragraph (vi) above, an optionee may exercise share options in whole or part in multiples of 100 shares only
at such time in accordance with any guidelines as may be prescribed by the Directors from time to time; and
(viii) The optionees have no right to participate by virtue of the share options in any share issue of any other company.
However, shares issued upon the exercise of the share options shall rank pari passu in all respects with the then existing
issued shares save that they will not entitle the holders thereof to receive any rights or bonus issues or dividends or
distributions, the entitlement date of which precedes the date of issue of the shares.
