Terms of reference of the executives’ share option scheme (“esos”) committee

1. Composition

The Committee members shall be appointed by the Board of Directors (“the Board”) of Pelikan International Corporation Berhad (“the Company”) from time to time and shall comprise of not less than two (2) members of whom one (1) is to be an Executive Director of the Company.

2. Quorum

The quorum for the Committee meetings shall be a minimum of two (2) members.

3. Chairman

The members of the Committee shall elect a Chairman from among their members. The Chairman of the Committee shall be the Chairman of the meeting. In the absence of the Chairman of the Committee, the remaining members present shall elect one of their members as Chairman of the meeting.

4. Secretary

The Company Secretary or his/her appointed nominee from the Company Secretarial Department shall be the Secretary of the Committee.

5. Meetings and minutes

5.1 The Committee shall meet at such times as the Chairman of the Committee deemed necessary during the duration of the ESOS pursuant to the ESOS By-Law.

5.2 Minutes of each meeting shall be kept and distributed to each member of the Committee.

6. Duties and responsibilities

6.1 To determine the eligibility of the person for participation in the ESOS;

6.2 To decide on the number of shares to be offered to eligible persons, the subscription price for the shares and such other terms in relation to the offer;

6.3 To enter into any transactions, agreements, deeds, documents or arrangements, and make rules, regulations or impose terms and conditions or delegate part of its power relating to the ESOS subject to the provisions of the ESOS By-Laws; and

6.4 To take all other actions within the purview of the ESOS Committee pursuant to the ESOS By-Laws, for the necessary and effective implementation and administration of the ESOS.