Announcement Details/Table Section :
The Board of Directors of Salcon wishes to announce that the Company proposes the following:
(i) Amendment to the Articles of Association (“AA”) of Salcon to, inter-alia, facilitate the granting and issuance of new shares to non-executive directors and to enable the non-executive directors to participate in the Employees Share Options Scheme (“ESOS”) ("Proposed Amendment to AA”); and
(ii) Amendments to the existing Bylaws governing the existing ESOS ("Proposed Amendments to the Bylaws"); and
(iii) Granting of ESOS options to non-executive directors of Salcon (“Proposed Grant”).
Proposed Amendment to AA:
The amendment is proposed to be made to the AA of Salcon to facilitate the granting of ESOS options for eligible non-executive directors of Salcon.
Proposed Amendments to the Bylaws:
On 23 June 2010, Salcon established and implemented an ESOS based on the terms and conditions set out in the Bylaws. Subsequently, the Company proposes to amend its existing ESOS Bylaws to include the granting of ESOS options to non-executive directors of Salcon.
The rationale for the Proposed Amendments to the Bylaws are to allow to grant the ESOS options to non-executive directors so as to reward and retain non-executive directors for their significant contribution to the Group notwithstanding that the non-executive directors are not involved in the day-to-day management of the Group.
Proposed Grant:
Salcon proposed to offer and grant to the non-executive directors of the Company, namely Dato’ Seri (Dr.) Goh Eng Toon, Dato’ Dr. Freezailah bin Che Yeom, Ho Tet Shin and Dato’ Choong Moh Kheng options to subscribe for new Salcon Shares and to allot and issue from time to time new Salcon Shares.
The Proposed Grant to non-executive directors is to reward the contribution of non-executive directors of Salcon who are indirectly involved in the strategic decisions or directions taken by the Company through, amongst others, their participation in board deliberations and suggestions as well as in the decision making process of the Company.
The Proposals are subject to the approval of the Company's shareholders at the forthcoming Extraordinary General Meeting ("EGM") to be convened.
A circular containing the details of the Proposals together with the notice of EGM will be sent to the Company's shareholders in due course.
This announcement is dated 17 May 2012.
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