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Maybank had on 22 June 1998 established and implemented an ESOS based on the terms and conditions set out in the Bye-Laws thereto. The Securities Commission ("SC") had on 10 May 2001 issued new guidelines on employee share option scheme ("New Guidelines") which replaces Chapter 16 of the Policies and Guidelines on Issue/Offer of Securities.

In view of the above, the Board proposes to amend the Bye-Laws of the existing ESOS to enable Maybank to incorporate changes under the New Guidelines.

The Proposed Amendment will entail the following:

Pricing of Options

Based on the Bye-Laws of the existing ESOS, the exercise price of the ESOS options are based on the average of the mean market quotation (computed as the average of the highest and lowest prices as traded on the Kuala Lumpur Stock Exchange ("KLSE") for the day) of Maybank shares as shown in the Daily Diary issued by the KLSE for the five (5) market days immediately preceding the Date of Offer, subject to the provision that the Option Price per new share shall in no event be less than the par value of Maybank share.

Maybank proposes to vary the said provision by incorporating a discount of not more than 10% on the 5-day weighted average market price of Maybank shares at the time the option is granted for any future offers made to eligible employees.

3. RATIONALE

The Proposed Amendment is undertaken to incorporate the amendments of the New Guidelines into the existing ESOS of Maybank Group, which would render the ESOS more attractive to the eligible employees of Maybank Group, thereby rewarding and motivating the staff of the Group towards better performance and loyalty.

4. FINANCIAL EFFECTS OF THE PROPOSED AMENDMENT

The Proposed Amendment is not expected to have any effect on the share capital, net tangible assets and earnings of Maybank Group.

5. CONDITIONS OF THE PROPOSED AMENDMENT

The Proposed Amendment is subject to the following approvals being obtained:

(a) SC;

(b) shareholders of Maybank at an EGM to be convened; and

(c) any other relevant authorities.

6. SUBMISSION TO THE SC

The application to the SC for the Proposed Amendment will be submitted within three (3) months from the date of this announcement.

7. DESPATCH OF CIRCULAR

A Circular pertaining to the Proposed Amendment will be despatched to shareholders in due course to seek their approval at an EGM to be convened at a date to be determined later.

8. ADVISER

Aseambankers has been appointed as adviser for the Proposed Amendment.