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

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Transactions and Conflicts of Interests — Past Interested Person Transactions” and “Capitalisation and<br />

Indebtedness”. As at the Latest Practicable Date, the corporate guarantee amounting to S$2.1 million has been<br />

fully discharged.<br />

Save for refund guarantees issued by banks to our customers as disclosed in “— Borrowings — Refund<br />

Guarantees”, the corporate guarantees discussed above and the arbitration disclosed in “Our Business —<br />

Litigation and Arbitration Proceedings”, we presently do not have any other contingent liabilities. Save as<br />

disclosed above, there has not been any material change in our contingent liabilities between 31 December<br />

2007 and the Latest Practicable Date.<br />

On 10 September 2008, we entered into a settlement agreement with the Malaysian company that<br />

commenced the arbitration proceedings against us. See “Our Business — Litigation and Arbitration Proceedings”.<br />

Accordingly, the contingent liability which we have made provision for in relation to the arbitration<br />

proceedings has been extinguished.<br />

Taxes<br />

Profits booked through our Singapore incorporated group companies are subject to Singapore corporate<br />

income tax at the rate of 20.0% for 2005 and 2006 and 18.0% for 2007 while that derived from our ship<br />

chartering business in respect of our Singapore registered vessels is tax exempt pursuant to Section 13A of the<br />

Income Tax Act, Chapter 134 of Singapore. Our subsidiaries PT Batamec and PT Lestari are subject to<br />

Indonesian corporate tax at a rate of between 15.0% and 30.0% depending on the taxable income. Further, as<br />

they are located in Batam, Indonesia which has been classified as a bonded zone, they are currently exempted<br />

from customs duties, import/export taxes and value-added tax. Our subsidiaries Otto Offshore and Otto<br />

Investment, which are incorporated in Labuan, also enjoy preferential tax rates.<br />

We make all of our arrangements for the construction of newbuildings, except certain barges, through our<br />

wholly owned subsidiary Otto Offshore. When we receive an order for a newbuilding from a customer<br />

(including from our Company, for vessels that we intend to keep for our chartering fleet), we enter into a<br />

vessel purchase agreement with the customer through Otto Offshore. Otto Offshore then places a vessel<br />

construction order with PT Batamec, and when the vessel is completed, PT Batamec sells the vessel to Otto<br />

Offshore for further on-sale to the end customer (which could include our Company).<br />

Changes in Accounting Policies<br />

We have not made any significant changes in our accounting policies during the last three financial years<br />

ended 31 December 2007 and for the five months ended 31 May 2008.<br />

Market Risk<br />

We are exposed to various types of market risk in the ordinary course of business, including foreign<br />

exchange risk, credit risk, interest rate risk and liquidity risk. Our risk management strategy aims to minimise<br />

the adverse effects of financial risk to our financial performance.<br />

Foreign Exchange Risk<br />

Our results of operations and financial condition are exposed to transaction and translation risks relating<br />

to foreign currency exchange rates. Our foreign currency exchange risk arises mainly from foreign currencydenominated<br />

sales and purchases. See “— Factors Affecting Our Business, Financial Condition and Results of<br />

Operations — Fluctuations in Foreign Currency Exchange Rates” and “Risk Factors — Risks Relating to Our<br />

Business and Operations — We may be affected by foreign exchange fluctuations”.<br />

68

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