48
GHL Systems Berhad
(293040-D)
OPTIONS GRANTED OVER UNISSUED SHARES (continued)
The ESS of the Company came into effect on 30 August 2013. The ESS shall be in force for a period of five (5) years
until 29 August 2018 (“the scheme period”). The main features of the ESS are as follows (continued):
(a) Eligible Executive Directors and executives are those who meet the following criteria: (continued)
(iii) if his employment has been confirmed in writing;
(iv) if he is an Executive Director of the Company, the specific allocation of Scheme Shares and Options
granted by the Company to him in his capacity as an Executive Director of the Company under the
Scheme has been approved by the shareholders of the Company at a general meeting;
(v) if he is serving in a specific designation under an employment contract for a fixed duration but not if he
is merely employed for a specific project; and
(vi) if he fulfils any other criteria and/or falls within such category as may be set by ESS Committee from
time to time.
(b) The maximum number of options to be offered under the ESS based on the issued and paid-up ordinary
share capital as at 31 December 2014, excluding treasury shares held, is 96,026,039;
(c) The options granted may be exercised any time upon the satisfaction of vesting conditions of each tranche;
(d) The option price of a new ordinary share under the ESS shall be at a discount of not more than ten percent
(10%) of the five (5) days weighted average market price of the shares as quoted in the Daily Official List
issued by Bursa Securities immediately preceding the date of offer, or at the par value of the ordinary shares
of RM0.20 each, whichever is higher;
(e) Upon exercise of the options, the shares issued rank pari passu in all respects with the existing ordinary shares
of the Company;
(f) The employees and Directors to whom the options have been granted have no right to participate, by
virtue of these options, in any ordinary share issue of any other company; and
(g) The option price and the number of ordinary shares comprised in the ESS options are subject to adjustment in
the event of any alteration in the capital structure of the Company during the scheme period in accordance
with the provisions in the ESS By-Laws (“By-Laws”), subject to the determination by ESS Committee.
During the financial year ended 31 December 2014, the option price and number of options over ordinary
shares have been adjusted in accordance with the provisions of the By-Laws (as mentioned in item (g) above)
as a result of Bonus Issue.
The adjustments to the option price of ESS are as follows:
Option price
Before Bonus
Issue
After Bonus
Issue
Offer date
RM
RM
3 September 2013
- First tranche
- Second tranche
- Third tranche
0.34
0.34
0.34
0.227
0.227
0.227
20 June 2014
- First tranche
- Second tranche
- Third tranche
0.86
0.86
0.86
0.574
0.574
0.574
directors’ report
