EXECUTIVE SHARE OPTION SCHEME (“ESOS”)

An Executive Share Option Scheme (“ESOS”) was established on 23 November 2005 for the benefit of the executives and full time Executive Directors of the Group.

The salient features of the ESOS are as follows:

a) Maximum number of shares available under the ESOS

The total number of new ordinary shares in the Company (“IOI Shares”), which may be made available under the ESOS shall not exceed 10% of the total issued and paid-up ordinary share capital of the Company at the time an offer of options is made in writing by a committee appointed by the Board to administer the ESOS (“Option Committee”).

b) Eligibility

Save for executives who are employed by the foreign subsidiaries of the Company (including the Malaysian subsidiaries of such foreign subsidiaries), and executives who are employed by subsidiaries of the Company, of which the Company holds less than 75% of the issued and paid-up share capital, any executive (including Executive Director) of the Group shall be eligible to participate in the ESOS if, as at the date of the Offer (“Offer Date”), the executive:

i. has attained the age of 18 years;

ii. is in the full time employment and payroll of a company within the Group (other than a company which is dormant) for at least 3 years; and

iii. falls within such other categories and criteria that the Option Committee may from time to time at its absolute discretion determine.

(The eligible employees above are hereinafter referred to as “Eligible Executive(s)”)

No executive of the Group shall participate at any time in more than one ESOS implemented by any company within the Group. The executive to whom the option has been granted has also no right to participate, by virtue of the option, in any ordinary share issue of any other company.

IOI Corporation Berhad

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EXECUTIVE SHARE OPTION SCHEME (“ESOS”) (Continued) c) Maximum allowable allotment and basis of allocation

i. The aggregate maximum number of new IOI Shares that may be offered and allotted to any of the Eligible Executives of the Group shall not exceed the maximum allowable allotment set out in the Bye-Laws and subject to the following:

z _{the number of new IOI Shares allotted, in aggregate, to the Executive Directors and senior management of the Group shall} not exceed 50% of the total new IOI Shares that are available to be issued under the ESOS; and

z _{the number of new IOI Shares allotted to any individual Eligible Executive, who either singularly or collectively through} persons connected with him/her (as defined under the Listing Requirements of Bursa Malaysia Securities Berhad) holds 20% or more in the issued and paid-up capital of the Company, shall not exceed 10% of the total new IOI Shares that are available to be issued under the ESOS.

ii. The number of new IOI Shares that may be offered and allotted to any of the Eligible Executive shall, subject to the maximum allowable allotment, be at the sole and absolute discretion of the Option Committee after taking into consideration the length of service and the performance of the Eligible Executive in the Group as provided in the Bye-Laws or such other matters, which the Option Committee may in its sole and absolute discretion deem fit.

d) Subscription price

The subscription price shall be higher of the following:

i. the weighted average market price of the IOI Shares for the 5 market days immediately preceding the Offer Date; or ii. the par value of the IOI Shares;

and subject to adjustments stipulated in the Bye-Laws, where applicable. e) Duration and termination of the ESOS

i. The ESOS came into force on 23 November 2005 and shall be for a duration of 10 years.

ii. The ESOS may be terminated by the Company prior to the expiry of its duration or tenure provided that the following conditions have been satisfied:

z _{the consent from the Company’s shareholders by ordinary resolution at a general meeting have been obtained; and} z _{the written consent from all Grantees who have yet to exercise their Option, either in part or in whole, has been obtained.}

f) Exercise of option

i. Options are exercisable only upon the expiry of the first anniversary of the Offer Date.

ii. Options which are the subject of the same Offer shall be exercisable only in 4 tranches over 4 years with a maximum of 25% of such options exercisable in any year.

iii. Where the maximum of 25% within a particular year has not been exercised by the Grantee, the percentage unexercised shall be carried forward to subsequent years and shall not be subject to the maximum percentage for the following year provided that such unexercised options shall not be carried forward beyond the option period.

iv. The Grantee shall be entitled to exercise all remaining options after the 9th _{anniversary of the ESOS.}

IOI Corporation Berhad

EXECUTIVE SHARE OPTION SCHEME (“ESOS”) (Continued) g) Rights attaching to the IOI Shares

The new IOI Shares to be allotted upon any exercise of the option shall, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares of the Company save and except that the new IOI Shares will not be entitled to participate in any dividends, rights, allotments and/or other distributions that may be declared, where the record date precedes the date of allotment of the said shares. The option shall not carry any right to vote at a general meeting of the Company.

The movements of the options over the unissued ordinary shares of RM0.10 each in the Company granted under the ESOS during the financial year were as follows:

No. of options over ordinary shares Option price

RM Date of offer

As at

1 July 2012 Exercised Lapsed

As at 30 June 2013 2.44 12 January 2006 26,154,600 (4,516,500) (1,065,800) 20,572,300 4.19 2 April 2007 20,254,500 (2,688,500) (975,400) 16,590,600 5.00 6 July 2010 16,395,900 (35,000) (2,915,000) 13,445,900 Total 62,805,000 (7,240,000) (4,956,200) 50,608,800