OTTO MARINE LTD 
By
NOTICE IS HEREBY GIVEN that the Thirty-Fourth Annual General Meeting of Otto Marine Limited (the "Company") will be held at the Libra/Gemini Room, Level 1, Marina Mandarin Singapore, 6 Raffles Boulevard, Marina Square, Singapore 039594, on Wednesday,
30 April 2014 at 3:00 p.m. for the following purposes:
1. To receive and adopt the Directors' Report and the Audited Financial Statements of the Company for the year ended
31 December 2013 together with the Auditor's Report thereon. (Resolution 1)
2. To declare a final one-tier tax-exempt cash dividend of 0.1 Singapore cent for each ordinary share held in the capital of the Company in respect of the financial year ended 31 December 2013. (Resolution 2)
3. To re-elect Mr Yaw Chee Siew, retiring by rotation pursuant to Article 89 of the Company's Articles of Association and who, being eligible, offers himself for re-election.
Mr Yaw Chee Siew will upon re-election as Director of the Company, remain as the Executive Chairman of the Company.
4. To re-elect Mr Heng Hock Cheng @ Heng Heyok Chiang, retiring by rotation pursuant to Article 89 of the Company's Articles of
Association and who, being eligible, offers himself for re-election.
Mr Heng Hock Cheng @ Heng Heyok Chiang, a Non-Executive and Independent Director, will upon re-election as Director of the Company, remain as the chairman of the Nominating Committee and Remuneration Committee and a member of the Audit Committee. (Resolution 4)
5. To re-elect Mr Garrick James Stanley, retiring under Article 96 of the Company's Articles of Association and who, being eligible, offers himself for re-election. (Resolution 5)
6. To re-elect Mr Chin Yoong Kheong, retiring under Article 96 of the Company's Articles of Association and who, being eligible, offers himself for re-election.
Mr Chin Yoong Kheong, a Non-Executive and Independent Director, will upon re-election as Director of the Company, remain as a member of the Audit Committee, Nominating Committee and Remuneration Committee of the Company. (Resolution 6)
7. To approve the payment of Directors' fees of S$343,661 (2012: S$394,492) to the Non-Executive Directors for the financial year ended
31 December 2013 where 70% (S$240,562.70) of the Directors' fees will be paid in cash and 30% (S$103,098.30) will be paid by issuance of equivalent shares to the Non-Executive Directors with the number of shares rounded down to nearest hundred and any residual value settled in cash.
[See Explanatory Note (i)] (Resolution 7)
8. To re-appoint Deloitte & Touche LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration. (Resolution 8)
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
9. Mandate to issue shares in the capital of the Company
That authority be and is hereby given to the Directors to:
(a) (i) issue shares in the Company ("shares") whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, the "instruments") that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any instrument made or granted by the Directors while this Resolution was in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of instruments made or granted pursuant to this Resolution) shall not exceed 50 per cent of the total number of issued shares in the capital of the Company excluding treasury shares (as calculated in paragraph (2) below), of which the aggregate number of shares and instruments to be issued other than on a pro rata basis to shareholders of the Company shall not exceed 20 per cent of the total number of issued shares in the capital of the Company excluding treasury shares (as calculated in accordance with paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares in the capital of the Company excluding treasury shares at the time this Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible securities;
(ii) new shares arising from exercise of share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and
(iii) any subsequent bonus issue, consolidation or subdivision of shares;
(c) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
(d) unless revoked or varied by the Company in General Meeting, the authority conferred by this Resolution shall continue in force (i) until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued in pursuance of the instruments, made or granted to this Resolution, until the issuance of such shares in accordance with the terms of the instruments. (Resolution 9) [See Explanatory Note (ii)]
10. Authority to grant awards under the Share Award Scheme
That the Directors be and are hereby authorised to:
a) offer and grant awards (the "Awards") in accordance with the provisions of the Otto Marine Share Award Scheme
(the "Share Award Scheme"); and
b) allot and issue from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the vesting of Awards under the Share Award Scheme, provided always that the aggregate number of Shares to be issued pursuant to the Awards granted under the Share Award Scheme shall not exceed fifteen per centum (15.0%) of the Company's issued share capital on the day preceding the relevant date of the Award.
Such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. (Resolution 10) [See Explanatory Note (iii)]
11. To transact any other business as may properly be transacted at an Annual General Meeting. NOTICE OF BOOKS CLOSURE DATE AND PAYMENT DATE FOR FINAL DIVIDEND
NOTICE IS HEREBY GIVEN that subject to approval being obtained at the Annual General Meeting to be held at Libra/Gemini Room,
Level 1, Marina Mandarin Singapore, 6 Raffles Boulevard, Marina Square, Singapore 039594, on Wednesday, 30 April 2014 at 3:00 p.m.-
1. A final one-tier tax-exempt cash dividend of 0.1 Singapore cents per ordinary share for the financial year ended 31 December 2013 will be paid on 18 June 2014.
2. The Share Transfer Book and Register of Members of the Company will be closed on 6 June 2014 for the preparation of dividend payment. Duly completed registrable transfers received by the Company's Share Registrar, M&C Services Private Limited, 112
Robinson Road, #05-01, Singapore 068902 up to 5.00 p.m. on 5 June 2014 will be registered to determine shareholders' entitlement to the proposed final dividend.
Shareholders whose securities account with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 5 June
2014 will be entitled to the proposed final dividend. By Order of the Board
Chong Sieh Jiuan
Joint Company Secretary
Singapore
15 April 2014
(i) The breakdown of the Directors' fees is as follows:
Heng Hock Cheng @ Heng Heyok Chiang S$96,000
Ng Quek Peng S$96,000
Craig Foster Pickett S$60,000
Reggie Thein (from 1 Jan 2013 to 31 May 3013) S$39,715
William Edward Alastair Morrison (from 1 Jan 2013 to 12 Nov 2013) S$25,973
Ravinder Singh Grewal (alternate Director to Alastair Morrison) S$25,973 (from 1 Jan 2013 to 12 Nov 2013)
Subject to the approval of Resolution No. 7, the share awards will be granted to all the Non-Executive Directors as part of their Directors' fees which will consist of the grant of fully paid shares outright with no performance and vesting conditions attached. The Non-Executive Directors can dispose off all their shares after a moratorium of two (2) years or one (1) year after leaving the Board, whichever is earlier.
(ii) The Resolution 9 in item 9 above empowers the Directors to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding 50% the issued shares (excluding treasury shares) in the capital of the Company. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time that Resolution 9 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time that Resolution 9 is passed, and (b) any subsequent bonus issue or consolidation or subdivision of shares.
(iii) The Resolution 10 in item 10 above if passed, will empower the Directors of the Company, from the date of this Annual General Meeting until the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is earlier to issue shares in the Company pursuant to the exercise of Awards granted or to be granted under the Scheme up to fifteen per centum (15.0%) of the Company's issued share capital on the day preceding the relevant date of the Award.
1. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. The instrument appointing a proxy must be deposited at the registered office of the Company's share registrar M&C Services Private Limited, 112 Robinson Road, #05-01, Singapore 068902, not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting.
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