Details of Announcement

General Announcement

Reference No CU-000609-62164

Submitting Merchant Bank	:	ASEAMBANKERS MALAYSIA BERHAD
Company Name	:	KIA LIM BERHAD
Stock Name	:	KIA LIM
Date Announced	:	09/06/2000


Type	:	Announcement
Subject	:	KIA LIM BERHAD ·PROPOSED ESTABLISHMENT OF AN EMPLOYEE SHARE OPTION SCHEME ("PROPOSED ESOS")

Contents :

We refer to the earlier announcement of KLB dated 24 February 2000 in relation to the above.

On behalf of KLB, Aseambankers Malaysia Berhad is pleased to announce that notice was hereby given that an extraordinary general meeting ofKLB will be held at Dewan Okid, 2nd Floor, Hotel Carnival, 2, Jalan Fatimah, 83000 Batu Pahat, Johor, Malaysia on Wednesday, 28 June 2000 at 11.00 a.m. for the purpose of considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTION 1 - PROPOSED ESTABLISHMENT OF AN EMPLOYEE SHARE OPTION SCHEME

"THAT subject to the approvals of the Securities Commission ("SC'), the Kuala Lumpur Stock Exchange ("KLSE") and the Registrar of Companies ("ROC") and other relevant authorities being obtained for the Employee Share Option Scheme, the Directors of the Company be and are hereby authorised:-

i) to establish and administer an Employee Share Option Scheme for full time executive directors and eligible employees of the Company and its subsidiaries ("the Group") to be known as "Kia Lim Berhad's Employee Share Option Scheme" (hereinafter referred to as "the Scheme") referred to in the attached Circular subject to such amendments to the Scheme as may be made or required by the relevant authorities;

ii) to make the necessary applications to the KLSE, and do all things necessary at the appropriate time or times, for permission to deal in and for quotation of the new shares of the Company which may from time to time be allotted and issued pursuant to the Scheme;

iii) from time to time to allot and issue such number of new ordinary shares of RM1.00 each ("the Shares") in the Company to all Eligible Employees of the Group pursuant to their exercise of the Option under the Scheme provided that the aggregate number of shares issued pursuant to the Scheme does not exceed 10% of the issued capital of the Company at any point in time during the existence of the Scheme. The Shares to be allotted upon exercise of an Option will upon allotment rank pari passu in all respects with the then existing issued Shares except that they will not qualify for any dividend or distribution declared for payment to shareholders on the Register of Members or Record of Depositors as at the relevant book closing date which precedes the Option Exercise Date and will be subject to all the provisions of the Articles of Association of the Company relating to the transfer, transmission and otherwise; and

iv) to modify and/or amend the Scheme from time to time provided that such modifications and/or amendments are effected in accordance with the provisions of the Scheme relating to modifications and/or amendments and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Scheme;

AND THAT the Directors be and are hereby further authorised to give effect to the Scheme with full power to assent to any modifications and/or amendments in any manner as may be required by the relevant authorities."

ORDINARY RESOLUTION 2 -ALLOTMENT OF SHARES TO DATUK NG ENG SOS @ BAH CHIK

"THAT contingent upon the passing of the Ordinary Resolution 1 above and the approval of the relevant authorities, approval is hereby given for the Company to offer and grant to Datuk Ng Eng Sos @ Bah Chik, the Chairman and Managing Director of the Company, options to subscribe for his maximum allowable allotment of 500,000 new ordinary shares in the Company (subject always to any adjustments which may be made in accordance with the Bye-Laws of the Scheme) and for the subsequent allotment and issue of Shares pursuant to the acceptance of the offer and its exercise thereof".

ORDINARY RESOLUTION 3 - ALLOTMENT OF SHARES TO ARISS BIN SAMSUDIN

"THAT contingent upon the passing of the Ordinary Resolution 1 above and the approval of the relevant authorities, approval is hereby given for the Company to offer and grant to Ariss Bin Samsudin, the Vice Chairman and Executive Director of the Company, options to subscribe for his maximum allowable allotment of 500,000 new ordinary shares in the Company (subject always to any adjustments which may be made in accordance with the Bye-Laws of the Scheme) and for the subsequent allotment and issue of Shares pursuant to the acceptance of the offer and its exercise thereof".

ORDINARY RESOLUTION 4 - ALLOTMENT OF SHARES TO NG YENG KENG @ NG KA HIAT

"THAT contingent upon the passing of the Ordinary Resolution 1 above and the approval of the relevant authorities, approval is hereby given for the Company to offer and grant to Ng Yeng Keng @ Ng Ka Hiat, the Executive Director of the Company, options to subscribe for his maximum allowable allotment of 500,000 new ordinary shares in the Company (subject always to any adjustments which may be made in accordance with the Bye-Laws of the Scheme) and for the subsequent allotment and issue of Shares pursuant to the acceptance of the offer and its exercise thereof".

ORDINARY RESOLUTION 5 - ALLOTMENT OF SHARES TO NG CHUAN KIM @ NG YAN CHONG

"THAT contingent upon the passing of the Ordinary Resolution 1 above and the approval of the relevant authorities, approval is hereby given for the Company to offer and grant to Ng Chuan Kim @ Ng Yan Chong, the Executive Director of the Company, options to subscribe for his maximum allowable allotment of 500,000 new ordinary shares in the Company (subject always to any adjustments which may be made in accordance with the Bye-Laws of the Scheme) and for the subsequent allotment and issue of Shares pursuant to the acceptance of the offer and its exercise thereof".

ORDINARY RESOLUTION 6 - ALLOTMENT OF SHARES TO TAN SEE CHIP

"THAT contingent upon the passing of the Ordinary Resolution 1 above and the approval of the relevant authorities, approval is hereby given for the Company to offer and grant to Tan See Chip, the Executive Director of the Company, options to subscribe for his maximum allowable allotment of 500,000 new ordinary shares in the Company (subject always to any adjustments which may be made in accordance with the Bye-Laws of the Scheme) and for the subsequent allotment and issue of Shares pursuant to the acceptance of the offer and its exercise thereof".

A Circular to Shareholders stating the full details of the aforesaid Proposed ESOS together with the Notice of the Extraordinary General Meeting will be despatch to the shareholders of KLB on 12 June 2000.

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