NOVA MSC BERHAD (“NMSC” OR THE “COMPANY”) – PROPOSED ESTABLISHMENT OF A TEN (10) YEAR EMPLOYEE SHARE OPTION SCHEME OF UP TO THIRTY PERCENT (30%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF NMSC, SUBJECT TO A MAXIMUM ENTITLEMENT OF FIFTEEN PERCENT (15%) FOR THE FIRST FIVE (5) YEARS (“PROPOSED ESOS”); AND – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF NMSC (“PROPOSED AMENDMENTS TO THE ARTICLES”) (COLLECTIVELY KNOWN AS “PROPOSALS”)

NOVA MSC BERHAD
9 Jul 2004

Contents :Reference is made to the earlier announcement made on 5 July 2004 pertaining to the:-
(i) Proposed Employee Share Option Scheme of up to fifteen percent (15%) of the issued and paid-up capital of the Company (“Proposed ESOS”; and

(ii) Proposed Amendments to the Articles of Association of the Company (“Proposed Amendments to the Articles”).

On behalf of the Board of Directors of NMSC (“Board”), OSK Securities Berhad (“OSK”) wishes to inform the following amendments to the terms of the Proposed ESOS.

The subject heading of the earlier announcement should read:-

“NOVA MSC BERHAD (“NMSC” OR THE “COMPANY”)
– PROPOSED ESTABLISHMENT OF A TEN (10) YEAR EMPLOYEE SHARE OPTION SCHEME OF UP TO THIRTY PERCENT (30%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF NMSC, SUBJECT TO A MAXIMUM ENTITLEMENT OF FIFTEEN PERCENT (15%) FOR THE FIRST FIVE (5) YEARS (“PROPOSED ESOS”); AND
– PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF NMSC (“PROPOSED AMENDMENTS TO THE ARTICLES”)
(COLLECTIVELY KNOWN AS “PROPOSALS”)”

The first paragraph of Section 1 (“Introduction”) of the earlier announcement should be amended as follows:-

“On behalf of the Board of Directors of NMSC (“Board”) OSK Securities Berhad (“OSK”) wishes to announce that the Company proposes to implement a ten (10) year employee share option scheme (“ESOS”) of up to thirty percent (30%) of the issued and paid-up capital of the Company, subject to a maximum entitlement of fifteen percent (15%) for the first five (5) years.”

Section 2.1 (“Number of Shares”) of the earlier announcement should be amended as follows:-

“The maximum number of new Shares to be offered under the Proposed ESOS shall be subject to a maximum of thirty percent (30%) of the issued and paid-up capital of the Company at any one time during the existence of the Proposed ESOS, subject to a maximum entitlement of fifteen percent (15%) of the issued and paid-up capital of the Company for the first five (5) years of the existence of the Proposed ESOS, and further, the following shall be complied with:

(i) Not more than fifty percent (50%) of the new NMSC Shares available under the Proposed ESOS shall be allocated, in aggregate, to directors and senior management; and

(ii) Not more than ten percent (10%) of the new NMSC Shares available under the Proposed ESOS shall be allocated to any person, who singly or collectively through connected persons, holds twenty percent (20%) or more of the issued and paid-up share capital of NMSC.”

Section 2.3 (“Duration of the Proposed ESOS”) of the earlier announcement should be amended as follows:-

“The Proposed ESOS, when implemented, shall be in force for a period of ten (10) years commencing from the date of the last requisite approvals for the Proposed ESOS have been obtained.”

The corresponding tables of Sections 5.1 (“Effects of the Proposed ESOS – Issued and Paid-up Share Capital”), 5.3 (“Effects of the Proposed ESOS – Net Tangible Assets and Gearing”) and 5.4 (“Effects of the Proposed ESOS – Major Shareholders”) of the earlier announcement should be amended as follows:-

This announcement is dated 9 July 2004.