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Statement of Directors In the opinion of the directors, the accompanying consolidated financial statements set out on pages A1-3 to A1-37 are drawn up so as to give a true and fair view of the state of affairs of the Group as at December 31, 2007, 2006 and 2005, and of the results, changes in equity and cash flows of the Group for each of the financial years then ended, and at the date of this statement, there are reasonable grounds to believe that the Group will be able to pay its debts when they fall due. ON BEHALF OF THE DIRECTORS Yaw Chee Siew Lee Kok Wah September 2, 2008 OTTO MARINE LIMITED AND ITS SUBSIDIARIES A1-38
APPENDIX 2 INDEPENDENT AUDITORS’ REVIEW REPORT AND THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FIVE MONTHS ENDED MAY 31, 2008 OTTO MARINE LIMITED AND ITS SUBSIDIARIES Independent Auditors’ Review Report on the Condensed Consolidated Financial Statements September 2, 2008 The Board of Directors Otto Marine Limited 9 Temasek Boulevard #33-01 Suntec Tower 2 Singapore 038989 Dear Sirs, Introduction We have reviewed the accompanying condensed consolidated financial statements of Otto Marine Limited (the “Company”) and its subsidiaries (the “Group”) which comprise the condensed consolidated balance sheet of the Group as of May 31, 2008, the related condensed consolidated profit and loss statement, condensed consolidated statement of changes in equity and condensed consolidated cash flow statement of the Group for the five months financial period then ended, and selected explanatory notes as set out on pages A2-2 to A2-13. Management is responsible for the preparation and presentation of this condensed consolidated financial statements in accordance with the Singapore Financial Reporting Standard 34, Interim Financial Reporting (“FRS 34”). Our responsibility is to express a conclusion on this condensed consolidated financial statements based on our review. Scope of Review We conducted our review in accordance with Singapore Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of the condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated financial statements is not prepared, in all material respects, in accordance with FRS 34. This report has been prepared in connection with the proposed listing of the Company’s shares on the Singapore Exchange Securities Trading Limited. This report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Deloitte & Touche LLP Public Accountants and Certified Public Accountants Singapore Ng Peck Hoon Partner A2-1
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OTTO MARINE LIMITED PROSPECTUS DATE
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Our Financial Highlights Over the l
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Our Strategies We intend to consoli
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NOTICE TO INVESTORS. ..............
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All references to the “Latest Pra
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CORPORATE INFORMATION Board of Dire
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United Overseas Bank Limited 80 Raf
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SUMMARY The following summary is qu
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Strategies We intend to consolidate
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The Offering The Issuer ...........
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on the SGX-ST will be in Singapore
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Consolidated Balance Sheets As at A
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INDICATIVE TIMETABLE The indicative
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Risks Relating to Our Business and
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companies and their affiliates acco
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more of the administrative tasks an
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Labour problems may disrupt our ope
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Our operations may be adversely aff
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The exchange price for the first tr
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American-led military campaigns in
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liquidity, the price of such shares
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Over Code. A take-over offer is als
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able to use the net proceeds to mak
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EXCHANGE RATES AND EXCHANGE CONTROL
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CAPITALISATION AND INDEBTEDNESS The
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(2) As at 1 January 2005, Yaw Chee
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Consolidated Balance Sheets As at A
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MANAGEMENT’S DISCUSSION AND ANALY
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uilding such vessels. Higher demand
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Demand for and Supply of Skilled La
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Deferred Gain Deferred gain arises
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Cost of Sales Our cost of sales con
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Recognition — Deferred Gain”. O
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evenue from the Middle East region
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In FY2007, our revenue from the Mid
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Cost of Sales Our cost of sales inc
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In FY2007, our net cash from operat
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Facility Lender Amount of Facility
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Hong Leong Finance We have obtained
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staff members who were hired from 2
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amounting to S$2.3 million. Capital
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The percentage of our revenue denom
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ange from 3.75% per annum to 8.0% p
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INDUSTRY OVERVIEW This section is p
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2.0 Description of Vessel Types 2.1
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Graph 2: Primary types of offshore
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5.1 Main Markets for Offshore Marin
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Canada features a relatively small
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6.0 Fleet Sizes As of January 2008
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With many oil and gas fields maturi
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share, with Dubai Drydocks combinin
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Number of vessels built in given ye
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Number of vessels built in given ye
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600 500 400 300 200 100 0 Graph 18:
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In preparation for the admission of
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On 18 December 2007, our Company en
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(4) WAIL was incorporated in Saint
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operation. We believe these favoura
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We believe we have an aggressive re
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20.0% to 30.0% of the contract valu
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Launching The completed hull and pr
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Our initial costs of investment for
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Year of Delivery Tonnage/ Power/ Ca
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Vessels for Our Own Chartering Flee
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Leases We currently lease the follo
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In FY2007, the production capacity
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Accounting Policies — Revenue and
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the entering into new contracts wit
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Employees The geographical distribu
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Type Activity Date Granted Expiry D
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Management Reporting Structure PROC
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and special advisor of PSA Internat
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attain the position of general mana
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companies both in Singapore and ove
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Our Board believes that Yaw Chee Si
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SHARE AWARD SCHEME On 2 September 2
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such Awards will receive in lieu of
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However, as the Share Award Scheme
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SUBSTANTIAL SHAREHOLDERS AND VENDOR
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Information on Cornerstone Investor
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Memorandum and Articles of Associat
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Change of Control of Our Company To
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Interested Person Relationship With
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As of the Latest Practicable Date t
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inflation rate) for the remaining t
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PT Lestari became our subsidiary in
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delivered in 2005 and one vessel wa
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These inter-company payments and ad
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provision subordinating our indebte
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In October 2006, we started engagin
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Transactions with interested person
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Opinion of the Independent Financia
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At an EGM held on 19 November 2008,
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DESCRIPTION OF OUR SHARES The follo
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Unless otherwise directed, dividend
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TAXATION The following is a discuss
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PLAN OF DISTRIBUTION The Offering U
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convertible into or exchangeable or
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egulations. Persons into whose poss
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including any corporation or other
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TRANSFER RESTRICTIONS Because the f
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LEGAL MATTERS The validity of the O
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GENERAL AND STATUTORY INFORMATION I
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Name Present Directorships Past Dir
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2. None of our Directors, Executive
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Company Name Date of Incorporation
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(viii) subscription agreement dated
Page 215 and 216: Consents 1. Deloitte & Touche LLP a
Page 217 and 218: DEFINITIONS For the purpose of this
Page 219 and 220: “LSH Trading” .................
Page 221 and 222: “Composite Document” ..........
Page 223 and 224: “Participants” ................
Page 225 and 226: GLOSSARY OF TECHNICAL TERMS To faci
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Page 229 and 230: APPENDIX 1 INDEPENDENT AUDITORS’
Page 231 and 232: A. Consolidated Balance Sheets As a
Page 233 and 234: OTTO MARINE LIMITED AND ITS SUBSIDI
Page 245 and 246: Concentrations of credit risk exist
Page 247 and 248: 8 Construction Contracts OTTO MARIN
Page 249 and 250: 12 Associates 2007 2006 2005 $’00
Page 251 and 252: 15 Property, Plant and Equipment OT
Page 255 and 256: 20 Finance Leases OTTO MARINE LIMIT
Page 257 and 258: 26 Other (Expense) Income OTTO MARI
Page 259 and 260: The net assets acquired in the tran
Page 265: OTTO MARINE LIMITED AND ITS SUBSIDI
Page 275 and 276: 8. Goodwill OTTO MARINE LIMITED AND
Page 281 and 282: APPENDIX 3 SUMMARY OF OUR MEMORANDU
Page 283 and 284: Voting Rights Every member (other t
Page 285 and 286: fees and current receipts shall, su
Page 287 and 288: APPENDIX 4 SUMMARY OF THE RELEVANT
Page 289 and 290: espective implementation regulation
Page 291 and 292: vessels would be responsible for co
Page 293 and 294: instructions and procedures in an e
Page 295 and 296: 1. APPENDIX 5 RULES OF THE OTTO MAR
Page 297 and 298: 2.5 Any reference in the Share Awar
Page 299 and 300: 5.9 As soon as reasonably practicab
Page 301 and 302: accordance with Rule 7.1(a) and, th
Page 303 and 304: 11.3 Any notice or other communicat
Page 305 and 306: 16.2 The Participants shall be resp
Page 307 and 308: APPENDIX 6 LETTER FROM INDEPENDENT
Page 309 and 310: usiness, provided that all such tra
Page 311 and 312: will not be prejudicial to the inte
Page 313 and 314: APPENDIX 7 TERMS, CONDITIONS AND PR
Page 315 and 316: (ii) deem your application as withd
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18. In the event that an interim st
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(d) you will not be entitled to exe
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with an ATM card which is not issue
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(2) If you make your Internet Elect
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6: Read and understand the followin
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6. board rates at the time of the a
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(This page is intentionally left bl
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Otto Marine Limited 9 Temasek Boule
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