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

Approval of Ongoing Transactions with Interested Persons
Our ongoing transactions with Interested Persons, as described in “— Present and Ongoing Interested
Person Transactions” and “— Other Transactions” will be deemed to have been specifically approved by
Shareholders of our Company upon subscription and/or purchase of our Shares in the Offering and are
therefore not subject to Rules 905 and 906 of the Listing Manual.
Shareholders’ Mandate
We expect that we will, in the ordinary course of business, continue to enter into transactions with
Rimalco for the purchase of sawn timber. It is likely that such transactions will occur with some degree of
frequency and could arise at any time and from time to time. In view of the time-sensitive nature of
commercial transactions, it would be advantageous to us to obtain a Shareholders’ mandate to enter into these
interested person transactions in our normal course of business, provided that all such transactions are carried
out on normal commercial terms and are not prejudicial to our Company or the minority Shareholders of our
Company.
In accordance with Rule 906 of the Listing Manual, our Company is required to obtain Shareholders’
approval for any interested person transactions (or series of interested person transactions with the same
interested person during the same financial year) of a value equal to or more than 5.0% of our latest audited
NTA. Based on our audited NTA of approximately S$52.7 million as at 31 December 2007, the relevant 5.0%
threshold would be approximately S$2.6 million.
Pursuant to Rule 920(2) of the Listing Manual, we may treat a general mandate as having been obtained
from our Shareholders (the “Shareholders’ Mandate”) for us to enter into certain categories of interested
person transactions with the classes of interested persons set out below (the “Mandated Transactions”), if the
information required by Rule 920(1)(b) is included in this document. The information required by
Rule 920(1)(b) is as follows:
(i) the class of interested persons with which the entity at risk will be transacting;
(ii) the nature of the transactions contemplated under the mandate;
(iii) the rationale for, and benefit to, the entity at risk;
(iv) the methods or procedures for determining transaction prices;
(v) the independent financial adviser’s opinion on whether the methods or procedures in (iv) are
sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be
prejudicial to the interests of the issuer or its minority shareholders;
(vi) an opinion from the audit committee, if it takes a different view to the independent financial
adviser;
(vii) a statement from the issuer that it will obtain a fresh mandate from shareholders if the methods
or procedures in (iv) become inappropriate; and
(viii) a statement that the interested person will abstain and has undertaken to ensure that its
Associates will abstain from voting on the resolution approving the transaction.
The Shareholders’ Mandate will be effective until the earlier of the following: (i) our first annual general
meeting following our admission to the Official List of the SGX-ST; or (ii) the first anniversary of the date of
our admission to the Official List of the SGX-ST. Thereafter, we will seek the approval of our Shareholders
for a renewal of the Shareholders’ Mandate at each subsequent annual general meeting.
In accordance with Rule 920(1)(b)(viii) of the Listing Manual, Interested Persons shall abstain and
undertake that their Associates shall abstain from voting on resolutions approving interested person transactions
involving themselves and us. Furthermore, such Interested Persons shall not act as proxies in relation to
such resolutions unless voting instructions have been given by the Shareholder.
Pursuant to Chapter 9 of the Listing Manual, transactions entered into by us with an interested person
that are below S$100,000 in value are not subject to the requirements of Chapter 9. Therefore, the
Shareholders’ Mandate does not relate to any such interested person transactions. In addition, the Shareholders’
Mandate will cover only recurrent transactions of a revenue or trading nature or those necessary for our
day-to-day operations (such as the purchase and sale of supplies and materials) and will not cover transactions
relating to the purchase or sale of assets, undertakings or businesses.
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