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

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DILUTION<br />

Dilution is the amount by which the Offering Price paid by the subscribers and/or purchasers of our<br />

Shares in this Offering exceeds our NAV per Share after the Offering. Our unaudited NAV per Share as at<br />

31 May 2008 was 8.14 cents per Share after adjusting for the sub-division of each of our Share into 30 Shares<br />

which was effective on 2 September 2008 (the “Share Split”) and, before adjusting for the estimated net<br />

proceeds from the issue of the New Shares and based on the pre-Offering issued and paid up share capital of<br />

975,000,000 Shares.<br />

Pursuant to the Offering in respect of 206,045,000 New Shares at the Offering Price, our NAV per Share<br />

as at 31 May 2008, after adjusting for the Share Split and the estimated net proceeds from the Offering and<br />

based on the post-Offering issued and paid-up share capital of 1,181,045,000 Shares, would have been<br />

14.99 cents per Share. This represents an immediate increase in NAV per Share of 6.85 cents to our existing<br />

Shareholders and an immediate dilution in NAV per Share of 36.01 cents or approximately 70.6% to our new<br />

investors.<br />

The following table illustrates this per Share dilution in Singapore cents as described above:<br />

Offering Price per Share ................................................... 51.00<br />

Adjusted NAV per Share as at 31 May 2008 before the Offering ...................... 8.14<br />

Increase in NAV per Share attributable to the Offering ............................. 6.85<br />

Adjusted NAV per Share after the Offering . . .................................... 14.99<br />

Dilution in NAV per Share to new investors . .................................... 36.01<br />

Dilution in NAV per Share to new public investors as a percentage of Offering Price ....... 70.6%<br />

The issue of new Shares pursuant to the vesting of awards which may be granted under the Share Award<br />

Scheme may have a dilutive effect on new investors in the Offering. The total number of new Shares over<br />

which an Award may be granted pursuant to the Share Award Scheme is up to 15.0% of the issued share<br />

capital of our Company on the day preceding the relevant date of the Award.<br />

The following table summarises the total number of Shares (after adjusting to give effect to the Share<br />

Split) acquired by our Directors, Substantial Shareholders and their Associates during the period of three years<br />

prior to the date of lodgement of this document with the Authority, the total consideration paid by them and<br />

the effective cash cost per Share (after adjusting to give effect to the Share Split) to them, and by our new<br />

public Shareholders pursuant to the Offering:<br />

Number of<br />

Shares<br />

Acquired (1)<br />

Cents<br />

Total<br />

Consideration<br />

Effective Cash<br />

Cost per Share<br />

(S$) (S$ cents)<br />

Directors<br />

Yaw Chee Siew (2)(5) .......................... 60,000,000 (2)<br />

2,000,000 3.33<br />

753,750,000 (2) 25,125,000 3.33<br />

12,000,000 (2)<br />

2 nm (6)<br />

Lee Kok Wah (3) .............................<br />

Substantial Shareholders<br />

97,500,000 3,250,000 3.33<br />

CEO Technology Asia (4)(5) ..................... 48,750,000 1,625,000 3.33<br />

Business Companion Investments (2)(5) ............. 828,750,000 1 nm (6)<br />

New Public Investors<br />

Cornerstone Investors<br />

SCPEL ................................... 58,000,000 29,580,000 51.00<br />

Bangkok Bank .............................. 39,215,000 19,999,650 51.00<br />

Maju Holdings .............................. 49,019,000 24,999,690 51.00<br />

Others Public Investors ...................... 89,061,000 45,421,110 51.00<br />

Notes:<br />

(1) The information has been adjusted to give effect to the Share Split whereby, on 2 September 2008, each<br />

Share was sub-divided into 30 Shares.<br />

36

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