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

1.
APPENDIX 5
RULES OF THE OTTO MARINE SHARE AWARD SCHEME
Name of the Share Award Scheme
This Scheme shall be called the “Otto Marine Share Award Scheme”.
2. Definitions
2.1 In this Share Award Scheme, unless the context otherwise requires, the following words and expressions
shall have the following meanings: -
“Adoption Date” : The date on which the Share Award Scheme is adopted by resolution of
the Shareholders of the Company
“Articles” : The Articles of Association of the Company as amended or modified from
time to time
“Associate” : (i) In relation to a Controlling Shareholder (being an individual), means:
(a) his/her spouse, child, adopted child, step-child, sibling and parent
(his “immediate family”);
(b) the trustees of any trust of which he/she or his/her immediate
family is a beneficiary or, in the case of a discretionary trust, is a
discretionary object; and
(c) any company in which he/she and his/her immediate family
together (directly or indirectly) have an interest of 30.0% or
more; or
(ii) in relation to a Controlling Shareholder (being a company) means any
other company which is its Subsidiary or holding company or is a
Subsidiary of such holding company or one in the equity of which it
and/or such other company or companies taken together (directly or
indirectly) have an interest of 30.0% or more
“Auditors” : The auditors for the time being of the Company
“Award” : A contingent award of Shares granted under Rule 5 of the Share Award
Scheme
“Award Letter” : A letter in such form as the Committee shall approve confirming an Award
granted to a Participant by the Committee
“Board” : The board of Directors for the time being of the Company
“CDP” : The Central Depository (Pte) Limited
“Committee” : A committee comprising Directors, which at all times shall include one
independent Director, duly authorised and appointed by the Board to
administer the Share Award Scheme.
“Companies Act” : The Companies Act, Chapter 50 of Singapore, as amended or modified
from time to time
“Company” : Otto Marine Limited, a company incorporated in the Republic of Singapore
“control” : the capacity to dominate decision-making, directly or indirectly, in relation
to the financial and operating policies of a company
“Controlling Shareholder” : A person who:
(i) holds directly or indirectly 15.0% or more of the value of all voting
shares in the Company; or
“Date of Grant”
(ii) in fact exercises control over the Company,
: In relation to an Award, the date on which the Award is granted to a
Participant
“Director” : A director for the time being of the Company
“Employee” : Any person who is a full-time employee (including an Executive Director)
of the Company or any of its Subsidiaries
“Executive Director” : A director from time to time of the Company and/or any of its
Subsidiaries, holding office in an executive capacity in the Company and/
or such Subsidiary
“Group” : The Company and its Subsidiaries
“Market Day” : A day on which the SGX-ST is open for trading of securities
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