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

Transfer of Shares
There is no restriction on the transfer of fully paid shares except where required by law or the listing
rules or the rules or by-laws of any stock exchange on which we are listed. Our Board of Directors may
decline to register any transfer of shares which are not fully paid or on which we have a lien. Our shares may
be transferred by a duly signed instrument of transfer in a form approved by any stock exchange on which we
are listed. Our Board of Directors may also exercise their discretion to decline to register any instrument of
transfer unless, among other things, it has been duly stamped and is presented for registration together with
the share certificate and such other evidence of title as it may require. Replacement for lost or destroyed share
certificates will be made by us if we are properly notified and the applicant pays a fee, which will not exceed
S$2.00, and furnishes any evidence and indemnity that our Board of Directors may require.
General Meetings of Shareholders
An AGM is to be held by us every financial year. Our Board of Directors may convene an EGM
whenever it thinks fit and must do so if Shareholders representing not less than 10.0% of the total voting
rights of all the Shareholders request in writing that such a meeting be held. In addition, two or more of the
Shareholders holding not less than 10.0% of our issued share capital may call for an EGM.
Unless otherwise required by law or by the Articles, voting at general meetings is by ordinary resolution,
requiring an affirmative vote of a simple majority of 50.0% of the votes cast at that meeting. An ordinary
resolution suffices, for example, for the appointment of Directors. A special resolution, requiring the
affirmative vote of at least 75.0% of the vote cast at the meeting, is necessary for certain matters under
Singapore law, including voluntary winding up, amendments of the Memorandum and the Articles of
Association, a change of the corporate name and a reduction in our share capital or capital redemption reserve
fund.
We must give at least 21 days’ notice in writing for every general meeting convened for the purpose of
passing a special resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. The
notice must be given to each of the Shareholders who have supplied us with an address in Singapore for the
giving of notices and must set forth the place, the day and the hour of the meeting and, in the case of special
business, the general nature of that business.
Voting Rights
A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. A
proxy need not be a Shareholder. A person who holds shares through the SGX-ST book-entry settlement
system will only be entitled to vote at a general meeting as a shareholder if his or her name appears on the
Depository Register maintained by CDP 48 hours before the general meeting.
Except as otherwise provided in the Articles, two or more Shareholders must be present in person or by
proxy to constitute a quorum at any general meeting. Under the Articles, on a show of hands, every
Shareholder present in person or by proxy shall have one vote (provided that in the case of a Shareholder who
is represented by two proxies, only one of the two proxies as determined by that Shareholder or, failing such
determination, by the chairman of the meeting in his or her sole discretion, shall be entitled-to vote on a show
of hands), and on a poll, every Shareholder present in person or by proxy shall have one vote for each
ordinary share which he or she holds or represents.
A poll may be demanded in certain circumstances, including by the chairman of the meeting or by any
Shareholder present in person or by proxy and representing not less than 10.0% of the total voting rights of all
Shareholders having the rights to attend and vote at the meeting or by any two Shareholders present in person
or by proxy and entitled to vote. In the case of a tie vote, whether on a show of hands or a poll, the chairman
of the meeting shall be entitled to a casting vote.
Dividends
We may, by ordinary resolution of the Shareholders, declare dividends at a general meeting, but it may
not pay dividends in excess of the amount recommended by our Board of Directors. Our Directors may also
declare an interim dividend without the approval of our Shareholders.
We must pay all dividends out of our profits. All dividends are paid pro rata amongst the Shareholders in
proportion to the amount paid up on each Shareholder’s shares, unless the rights attaching to an issue of any
share provide otherwise.
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