O TTO M ARINE L IMITED - Microsoft Internet Explorer - SGX

Memorandum and Articles of Association or other constitutive documents except with the prior written
consent of SCPEL (such consent not to be unreasonably withheld or delayed).
Appointment of a Director by SCPEL on Our Board of Directors
(a) At the request of SCPEL, each of Business Companion Investments and Yaw Chee Siew shall take all
necessary actions to procure the appointment of one nominee of SCPEL to be a Director on our Board.
(b) Notwithstanding any provision construed in the Exchangeable Loan Agreement, SCPEL shall, subject
to our Memorandum and Articles of Association, any applicable laws and the rules and regulations of SGX-
ST, be entitled to nominate a Director to our Board for so long as:
(i) Yaw Chee Siew and/or Business Companion Investments holds the power or authority, whether
exercised or not, to direct the business, management and policies of our Company;
(ii) Yaw Chee Siew is a Director; and
(iii) SCPEL holds at least eight per cent. (8%) of the issued share capital of our Company (whether
pursuant to subscription of the Shares and/or by exercise of its conversion rights under the Exchangeable
Loan Agreement),
and at the request of SCPEL, each of Business Companion and Yaw Chee Siew shall use their best
endeavours to take all necessary actions to nominate and appoint the SCPEL nominee to be a Director on
our Board, including Yaw Chee Siew voting as a member of our Board, and both Business Companion
Investments and Yaw Chee Siew voting in respect of any Shares that they hold, in favour of the
appointment of the nominee of SCPEL as a Director of our Board.
(c) On 14 April 2008, our Non-executive Director William Edward Alastair Morrison was appointed as
one of our Directors pursuant to Business Companion Investments and Yaw Chee Siew’s obligation under the
Exchangeable Loan Agreement. As one of our Directors, William Edward Alastair Morrison shall be entitled
to receive reasonable directors’ fees, remuneration and other entitlements, which shall in any event be the
same as the directors’ fees, remuneration and other entitlements that our other Directors, acting in the same
capacity are entitled to receive.
Undertakings by SCPEL
Separately, SCPEL has undertaken to each of Business Companion Investments and Yaw Chee Siew that
it will not sell any Shares or undertake any enforcement action pursuant to an event of default on the part of
Business Companion Investments under the Exchangeable Loan Agreement or enforce any rights under it,
which may result in either of Business Companion Investments or Yaw Chee Siew being directly or indirectly
in contravention of the Moratorium Undertakings.
Personal Guarantee of Yaw Chee Siew
Mr. Yaw has given a personal guarantee to SCPEL as security for the Exchangeable Loan pursuant to the
terms of the Exchangeable Loan Agreement.
Significant Changes in Percentage of Ownership
The changes in the percentage of ownership of our Shares in the three years prior to the Latest Practicable
Date are as follows (Share numbers presented in this section are presented without adjusting for the Share
Split):
Name of Shareholder
As at
26 July
2006 (1)
Number of
Shares %
As at
30 December
2006 (2)
Number of
Shares %
As at
11 January
2008 (3)
Number of
Shares %
As at the Latest
Practicable Date
Number of
Shares %
(4)
Yaw Teck Seng ............ 250,000 10.0 250,000 0.8 — — — —
Yaw Chee Ming ............ 150,000 6.0 150,000 0.4 — — — —
Yaw Chee Siew ............ 2,100,000 84.0 27,225,000 83.8 27,625,000 85.0 — —
LeeKokWah ............. — — 3,250,000 10.0 3,250,000 10.0 3,250,000 10.0
CEO Technology Asia (5)
..... — — 1,625,000 5.0 1,625,000 5.0 1,625,000 5.0
Business Companion
Investments (5) ............ — — — — — — 27,625,000 85.0
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