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Aseambankers Malaysia Berhad, on behalf of the Board of Directors of Maybank (“Board”), is pleased to announce that the Board has approved the Proposed ESOS for the benefit of all eligible employees and executive directors of the Maybank Group.

3. RATIONALE FOR THE PROPOSED ESOS

The Proposed ESOS will assist the Company to:

(a) motivate and encourage eligible employees of the Maybank Group towards greater dedication and loyalty with enhanced productivity;

(b) reward and retain eligible employees whose services are vital to businesses within the Maybank Group; and

(c) allow eligible employees to participate in the equity of the Company.

4. FINANCIAL EFFECTS OF THE PROPOSED ESOS

The proforma financial effects of the Proposed ESOS on the share capital, net tangible assets ("NTA"), earnings and dividend are as follows:

4.1 Share Capital

The issued and paid-up share capital of the Company will be increased pursuant to the Proposed ESOS as set out in Table 1 below.

4.2 NTA

The Proposed ESOS will have no immediate effect on the NTA of the Maybank Group until such time when the options granted pursuant to the Proposed ESOS are exercised.

The effect on the NTA will depend on the number of options exercised under the Proposed ESOS and the exercise price at any particular point of time.

4.3 Earnings

The Proposed ESOS will have no immediate effect on the earnings of the Company. However, the earnings per share of the Company may be diluted proportionately due to the increased number of shares after the full exercise of the Proposed ESOS.

4.4 Substantial Shareholding Structure

The Proposed ESOS will have no immediate effect on the substantial shareholding structure of the Company until such time the ESOS Options are exercised.

4.5 Dividend

The Proposed ESOS will have no immediate effect on dividend payable by the Company. The effect on dividend payable will depend on the number of options exercised and the date of the exercise of the options under the Proposed ESOS.

5. CONDITIONS

The Proposed ESOS is conditional upon the approvals of the following:

a) the Securities Commission;
b) the shareholders of the Company in general meeting;
c) the Kuala Lumpur Stock Exchange for the listing of and quotation for the new shares to be issued pursuant to the Proposed ESOS; and
d) any other relevant authorities

6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

Save for Datuk Amirsham A. Aziz, Dato’ Mohammed Hussein and Hooi Lai Hoong who are executive directors and therefore deemed interested in the Proposed ESOS, none of the other directors and substantial shareholders of Maybank have any interest, direct or indirect, in the Proposed ESOS.

7. SUBMISSION TO THE RELEVANT AUTHORITIES

Submission of the application to the relevant authorities will be made within three (3) months from the date of this announcement.

A circular to shareholders detailing the Proposed ESOS will be despatched to shareholders in due course.

TABLE 1 - Effect of the Proposed ESOS on share capital  

	No of Ordinary Shares of RM1.00 Each	RM
Existing as at 10 July 2003	3,600,170,521	3,600,170,521
Maximum number of new shares to be issued pursuant to the exercise of the options under the Proposed ESOS	360,017,052	360,017,052
Enlarged Share Capital	3,960,187,573	3,960,187,573