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PROSPECTUS DATED APRIL 17, 2014 (Registered by the Monetary Authority of Singapore on April 17, 2014)

PACC OFFSHORE SERVICES HOLDINGS LTD.


This overview section is qualified in its entirety by, and should be read in
Offering in respect of 252,020,000 Offering Shares conjunction with, the full text of this Prospectus. Meanings of capitalised terms
(subject to the Over-allotment Option) used may be found in the sections entitled Defined Terms and Abbreviations
PACC OFFSHORE SERVICES HOLDINGS LTD.
Offering Price: Company Registration No.: 200603185Z and Glossary of Technical Terms of this Prospectus
PACC OFFSHORE SERVICES HOLDINGS LTD. S$1.15 per Offering Share Incorporated in Singapore on 7 March 2006
Company Registration No.: 200603185Z
Incorporated in Singapore on 7 March 2006 This document is important. If you are in any doubt as to the action you should take,
you should consult your legal, financial, tax or other professional adviser.
This is the initial public offering of the ordinary shares (our Shares) of PACC Offshore Services
upon, among others, permission being granted by the SGX-ST to deal in and for quotation
of all our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares,
the Option Shares and the Performance Shares. Monies paid in respect of any application
POSHS COMPETITIVE STRENGTHS
Holdings Ltd. (our Company). We are issuing 252,020,000 new Shares for subscription by accepted will be returned to you, at your own risk, without interest or any share of revenue or
http://www.posh.com.sg other benefit arising therefrom if the Offering is not completed because the said permission
investors at the Offering Price (as defined below). The Offering (as defined below) comprises:
(i) an international offering to investors, including institutional and other investors in Singapore
(the International Offering), including 25,200,000 Shares (the Reserved Shares) reserved
is not granted or for any other reason, and you will not have any right or claim against
us, the Over-allotment Option Provider or the Joint Issue Managers, Bookrunners and 1. Largest Asia-based international operator 4. Established reputation and
Address: 1 Kim Seng Promenade, #07-02 for the directors, management, employees and business associates of our Company, our
subsidiaries and our joint ventures, and Kuok (Singapore) Limited (KSL) and its subsidiaries
Underwriters. Our Company has received a letter of eligibility from the SGX-ST for the listing
and quotation of all our issued Shares, the Offering Shares, the Cornerstone Shares, the of offshore support vessels and one of long-standing relationships with
Great World City
Singapore 237994
(including Pacific Carriers Limited (PCL) and its subsidiaries) who have contributed to our
success to be determined by us at our sole discretion, and (ii) an offering to the public in
Additional Shares, the Option Shares and the Performance Shares on the Mainboard of the
SGX-ST. Our Companys eligibility to list and admission of our Shares to the Official List of the the top 5 globally1 key oil and gas industry players
Singapore (the Public Offering). The International Offering and the Public Offering (together, SGX-ST is not to be taken as an indication of the merits of the Offering, our Company, any
Tel: (65) 6733 3500 the Offering) will consist of an aggregate of 252,020,000 Shares (the Offering Shares). The of our subsidiaries, our Shares (including the Offering Shares, the Cornerstone Shares, the
Additional Shares, the Option Shares and the Performance Shares), the POSH Share Option
offering price (the Offering Price) for each Offering Share is S$1.15.
Plan or the POSH Performance Share Plan. The SGX-ST assumes no responsibility for the
Large, diversified fleet of 112 offshore support Leading global shipyards and offshore engineering
At the same time as but separate from the Offering, each of Hwang Investment Management
Berhad and Fortress Capital Asset Management (M) Sdn Bhd (collectively, the Cornerstone
correctness of any statements or opinions made or reports contained in this Prospectus. vessels2 companies such as Saipem, Hyundai Heavy
A copy of this Prospectus has been lodged with and registered by the Monetary Authority of
Investors) has entered into a cornerstone subscription agreement with our Company
Singapore (the Authority or MAS) on April 7, 2014, and April 17, 2014, respectively. The Industries, Technip Singapore and SapuraClough
(collectively, the Cornerstone Subscription Agreements) to subscribe for an aggregate of
Authority assumes no responsibility for the contents of this Prospectus. Registration of this Offshore work with POSH on a regular basis
85,605,000 new Shares at the Offering Price (the Cornerstone Shares), conditional upon
the Management and Underwriting Agreement and Placement Agreement (each as defined Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 2. Global reach with a proven international
of Singapore (the Securities and Futures Act or the SFA), or any other legal or regulatory Established reputation and long-standing relationships
herein) having been entered into and not having been terminated pursuant to their terms on
or prior to the Listing Date (as defined here). requirements, have been complied with. The Authority has not, in any way, considered the operating track record
merits of our Shares being offered for investment (or of the Additional Shares, where the with global oil and gas majors and international oil
The Offering is underwritten by DBS Bank Ltd. (DBS Bank), Merrill Lynch (Singapore) Pte. Over-allotment Option is exercised).
Ltd. (Merrill Lynch) and Oversea-Chinese Banking Corporation Limited (OCBC Bank) and gas contractors
No Shares will be allotted on the basis of this Prospectus later than six months after the date
(together, the Joint Issue Managers, Bookrunners and Underwriters) at the Offering Price.
of registration of this Prospectus with the Authority.
POSH believes that the geographical diversification
In connection with the Offering, PCL (the Over-allotment Option Provider) has granted
Merrill Lynch, as stabilising manager (the Stabilising Manager), acting on behalf of the Investing in our Shares involves risks. See Risk Factors for a discussion of certain of its operations reduces dependence on and risk
Joint Issue Managers, Bookrunners and Underwriters, an over-allotment option (the Over- factors to be considered in connection with an investment in our Shares.
exposure to any single geographical market and/or 5. Highly-experienced and committed
allotment Option), exercisable in whole or in part on one or more occasions from the date Nothing in this Prospectus constitutes an offer for securities for sale in the United States
of commencement of dealing in our Shares on the Singapore Exchange Securities Trading of America (United States or U.S.) or any other jurisdiction where it is unlawful to do customer management team
Limited (the SGX-ST) (the Listing Date) until the earlier of (i) the date falling 30 days from so. The Offering Shares have not been, and will not be, registered under the United States
the Listing Date, or (ii) the date when the Stabilising Manager or its appointed agent has Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state
bought, on the SGX-ST, an aggregate of 46,125,000 Shares, representing approximately of the United States and accordingly, may not be offered or sold within the United States (as Chief Executive Officer and Executive Director, Mr.
18.3% of the total Offering Shares, to undertake stabilising actions, to purchase from PCL up defined in Regulation S under the Securities Act (Regulation S)). The Offering Shares are 3. Strong parentage: a member of the
to an aggregate of 46,125,000 Shares (the Additional Shares) (representing approximately only being offered and sold outside the United States in offshore transactions as defined in, Seow Kang Hoe, Gerald, has more than 40 years
18.3% of the total Offering Shares) at the Offering Price, solely to cover the over-allotment and in reliance on, Regulation S. For further details about restrictions on offers, sales and Kuok (Singapore) Limited (KSL) Group experience in the shipping industry
of the Offering Shares, if any. The exercise of the Over-allotment Option will not increase the transfers of our Shares, see Plan of Distribution.
total number of issued Shares immediately after completion of the Offering. Investors applying for Offering Shares by way of application forms or electronic applications
Prior to the Offering, there was no public market for our Shares. An application has been (both as referred to in Appendix G Terms, Conditions and Procedures for Application
Management team includes 12 shore-based Master
made to the SGX-ST for permission to list all our issued Shares, the Offering Shares, the for and Acceptance of the Offering Shares in Singapore) in the Public Offering will pay the Dedicated offshore support vessel business of the Mariners and 23 Chief Engineers with an aggregate
Cornerstone Shares, the Additional Shares, the Shares which may be issued upon the Offering Price on application, subject to refund of the full amount or, as the case may be, the KSL Group
exercise of options to be granted under the POSH Share Option Plan (the Option Shares) balance of the application monies (in each case without interest or any share of revenue or sea-going experience of more than 600 years3
and the Shares which may be issued upon the release of awards to be granted under the other benefit arising therefrom and without any right or claim against us, the Over-allotment POSH believes its strategic relationships with
POSH Performance Share Plan (the Performance Shares) on the Mainboard of the SGX- Option Provider or the Joint Issue Managers, Bookrunners and Underwriters), where (i) an
ST. Such permission will be granted when our Shares have been admitted to the Official application is rejected or accepted in part only, or (ii) the Offering does not proceed for any affiliated shipyards of the KSL Group will allow POSH
List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional reason. Investors applying for the International Offering are required to pay the Offering Price.
to respond rapidly to changing market dynamics
Joint Issue Managers, Bookrunners and Underwriters
PROSPECTUS DATED APRIL 17, 2014 (Registered by the Monetary Authority of Singapore on April 17, 2014)

PACC OFFSHORE SERVICES HOLDINGS LTD.


This overview section is qualified in its entirety by, and should be read in
Offering in respect of 252,020,000 Offering Shares conjunction with, the full text of this Prospectus. Meanings of capitalised terms
(subject to the Over-allotment Option) used may be found in the sections entitled Defined Terms and Abbreviations
PACC OFFSHORE SERVICES HOLDINGS LTD.
Offering Price: Company Registration No.: 200603185Z and Glossary of Technical Terms of this Prospectus
PACC OFFSHORE SERVICES HOLDINGS LTD. S$1.15 per Offering Share Incorporated in Singapore on 7 March 2006
Company Registration No.: 200603185Z
Incorporated in Singapore on 7 March 2006 This document is important. If you are in any doubt as to the action you should take,
you should consult your legal, financial, tax or other professional adviser.
This is the initial public offering of the ordinary shares (our Shares) of PACC Offshore Services
upon, among others, permission being granted by the SGX-ST to deal in and for quotation
of all our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares,
the Option Shares and the Performance Shares. Monies paid in respect of any application
POSHS COMPETITIVE STRENGTHS
Holdings Ltd. (our Company). We are issuing 252,020,000 new Shares for subscription by accepted will be returned to you, at your own risk, without interest or any share of revenue or
http://www.posh.com.sg other benefit arising therefrom if the Offering is not completed because the said permission
investors at the Offering Price (as defined below). The Offering (as defined below) comprises:
(i) an international offering to investors, including institutional and other investors in Singapore
(the International Offering), including 25,200,000 Shares (the Reserved Shares) reserved
is not granted or for any other reason, and you will not have any right or claim against
us, the Over-allotment Option Provider or the Joint Issue Managers, Bookrunners and 1. Largest Asia-based international operator 4. Established reputation and
Address: 1 Kim Seng Promenade, #07-02 for the directors, management, employees and business associates of our Company, our
subsidiaries and our joint ventures, and Kuok (Singapore) Limited (KSL) and its subsidiaries
Underwriters. Our Company has received a letter of eligibility from the SGX-ST for the listing
and quotation of all our issued Shares, the Offering Shares, the Cornerstone Shares, the of offshore support vessels and one of long-standing relationships with
Great World City
Singapore 237994
(including Pacific Carriers Limited (PCL) and its subsidiaries) who have contributed to our
success to be determined by us at our sole discretion, and (ii) an offering to the public in
Additional Shares, the Option Shares and the Performance Shares on the Mainboard of the
SGX-ST. Our Companys eligibility to list and admission of our Shares to the Official List of the the top 5 globally1 key oil and gas industry players
Singapore (the Public Offering). The International Offering and the Public Offering (together, SGX-ST is not to be taken as an indication of the merits of the Offering, our Company, any
Tel: (65) 6733 3500 the Offering) will consist of an aggregate of 252,020,000 Shares (the Offering Shares). The of our subsidiaries, our Shares (including the Offering Shares, the Cornerstone Shares, the
Additional Shares, the Option Shares and the Performance Shares), the POSH Share Option
offering price (the Offering Price) for each Offering Share is S$1.15.
Plan or the POSH Performance Share Plan. The SGX-ST assumes no responsibility for the
Large, diversified fleet of 112 offshore support Leading global shipyards and offshore engineering
At the same time as but separate from the Offering, each of Hwang Investment Management
Berhad and Fortress Capital Asset Management (M) Sdn Bhd (collectively, the Cornerstone
correctness of any statements or opinions made or reports contained in this Prospectus. vessels2 companies such as Saipem, Hyundai Heavy
A copy of this Prospectus has been lodged with and registered by the Monetary Authority of
Investors) has entered into a cornerstone subscription agreement with our Company
Singapore (the Authority or MAS) on April 7, 2014, and April 17, 2014, respectively. The Industries, Technip Singapore and SapuraClough
(collectively, the Cornerstone Subscription Agreements) to subscribe for an aggregate of
Authority assumes no responsibility for the contents of this Prospectus. Registration of this Offshore work with POSH on a regular basis
85,605,000 new Shares at the Offering Price (the Cornerstone Shares), conditional upon
the Management and Underwriting Agreement and Placement Agreement (each as defined Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 2. Global reach with a proven international
of Singapore (the Securities and Futures Act or the SFA), or any other legal or regulatory Established reputation and long-standing relationships
herein) having been entered into and not having been terminated pursuant to their terms on
or prior to the Listing Date (as defined here). requirements, have been complied with. The Authority has not, in any way, considered the operating track record
merits of our Shares being offered for investment (or of the Additional Shares, where the with global oil and gas majors and international oil
The Offering is underwritten by DBS Bank Ltd. (DBS Bank), Merrill Lynch (Singapore) Pte. Over-allotment Option is exercised).
Ltd. (Merrill Lynch) and Oversea-Chinese Banking Corporation Limited (OCBC Bank) and gas contractors
No Shares will be allotted on the basis of this Prospectus later than six months after the date
(together, the Joint Issue Managers, Bookrunners and Underwriters) at the Offering Price.
of registration of this Prospectus with the Authority.
POSH believes that the geographical diversification
In connection with the Offering, PCL (the Over-allotment Option Provider) has granted
Merrill Lynch, as stabilising manager (the Stabilising Manager), acting on behalf of the Investing in our Shares involves risks. See Risk Factors for a discussion of certain of its operations reduces dependence on and risk
Joint Issue Managers, Bookrunners and Underwriters, an over-allotment option (the Over- factors to be considered in connection with an investment in our Shares.
exposure to any single geographical market and/or 5. Highly-experienced and committed
allotment Option), exercisable in whole or in part on one or more occasions from the date Nothing in this Prospectus constitutes an offer for securities for sale in the United States
of commencement of dealing in our Shares on the Singapore Exchange Securities Trading of America (United States or U.S.) or any other jurisdiction where it is unlawful to do customer management team
Limited (the SGX-ST) (the Listing Date) until the earlier of (i) the date falling 30 days from so. The Offering Shares have not been, and will not be, registered under the United States
the Listing Date, or (ii) the date when the Stabilising Manager or its appointed agent has Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state
bought, on the SGX-ST, an aggregate of 46,125,000 Shares, representing approximately of the United States and accordingly, may not be offered or sold within the United States (as Chief Executive Officer and Executive Director, Mr.
18.3% of the total Offering Shares, to undertake stabilising actions, to purchase from PCL up defined in Regulation S under the Securities Act (Regulation S)). The Offering Shares are 3. Strong parentage: a member of the
to an aggregate of 46,125,000 Shares (the Additional Shares) (representing approximately only being offered and sold outside the United States in offshore transactions as defined in, Seow Kang Hoe, Gerald, has more than 40 years
18.3% of the total Offering Shares) at the Offering Price, solely to cover the over-allotment and in reliance on, Regulation S. For further details about restrictions on offers, sales and Kuok (Singapore) Limited (KSL) Group experience in the shipping industry
of the Offering Shares, if any. The exercise of the Over-allotment Option will not increase the transfers of our Shares, see Plan of Distribution.
total number of issued Shares immediately after completion of the Offering. Investors applying for Offering Shares by way of application forms or electronic applications
Prior to the Offering, there was no public market for our Shares. An application has been (both as referred to in Appendix G Terms, Conditions and Procedures for Application
Management team includes 12 shore-based Master
made to the SGX-ST for permission to list all our issued Shares, the Offering Shares, the for and Acceptance of the Offering Shares in Singapore) in the Public Offering will pay the Dedicated offshore support vessel business of the Mariners and 23 Chief Engineers with an aggregate
Cornerstone Shares, the Additional Shares, the Shares which may be issued upon the Offering Price on application, subject to refund of the full amount or, as the case may be, the KSL Group
exercise of options to be granted under the POSH Share Option Plan (the Option Shares) balance of the application monies (in each case without interest or any share of revenue or sea-going experience of more than 600 years3
and the Shares which may be issued upon the release of awards to be granted under the other benefit arising therefrom and without any right or claim against us, the Over-allotment POSH believes its strategic relationships with
POSH Performance Share Plan (the Performance Shares) on the Mainboard of the SGX- Option Provider or the Joint Issue Managers, Bookrunners and Underwriters), where (i) an
ST. Such permission will be granted when our Shares have been admitted to the Official application is rejected or accepted in part only, or (ii) the Offering does not proceed for any affiliated shipyards of the KSL Group will allow POSH
List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional reason. Investors applying for the International Offering are required to pay the Offering Price.
to respond rapidly to changing market dynamics
Joint Issue Managers, Bookrunners and Underwriters
POSH IS THE LARGEST ASIA-BASED
INTERNATIONAL OPERATOR OF
LARGE, MODERN AND DIVERSE FLEET OFFSHORE SUPPORT VESSELS AND
OF OFFSHORE SUPPORT VESSELS ONE OF THE TOP FIVE GLOBALLY5
Vessels1 are designed with diesel electric 15 Vessels4 on order and scheduled for GLOBAL REACH WITH A PROVEN INTERNATIONAL OPERATING TRACK RECORD
propulsion and Clean-Design Notation and delivery: Comprises 2 deck cargo barges, 2 ASD
Green Passports, reducing and limiting the harbour tugs, 3 DP2 accommodation vessels, 3
Mexico Egypt UK UAE Oman Thailand Philippines
ships combustion machinery emissions and DP2 AHTS, 2 DP3 SSAVs and 3 vessels which our
accidental sea pollution joint ventures have on order
Saudi New
Brazil Italy Arabia Iran Russia China Caledonia
Combined fleet of 112 vessels2, comprising: Services: anchor handling, ocean towage and
14 Anchor Handling Tug Supply (AHTS) vessels, installation, ocean transportation, heavy-lift,
13 Platform Supply Vessels (PSVs), 19 Anchor offshore accommodation, harbour towage and
Handling Tugs (AHTs), 9 towing tugs, 20 barges, 5 emergency response
accommodation vessels3, 23 harbour tugs, 4 crane
barges and 5 support vessels

Number
THE POSH FLEET2
25

20

15

10 23 20 17
Singapore
13 14
5
9 Venezuela Gabon Angola India Malaysia Vietnam
5 4 5
0 2
Support Crane Harbour Barges PSV Accomodation AHTs AHTS Towing
Vessels Barges Tugs Vessels Tugs South New
Nigeria Congo Africa Myanmar Indonesia Australia Zealand
Offshore Supply Vessels Offshore Accomodation Harbour Services and Emergency Response Transportation and Installation

Countries operated in over the years


Countries currently operating in
1
DP2 PSVs, DP2 accommodation vessels and DP3 SSAVs
2
As of December 31, 2013
3
Includes one vessel that is undergoing conversion into an accommodation vessel 5
Based on Infields data on the number of vessels operated by POSH and the other major international providers of global support vessels
4
As of the Latest Practicable Date. Not including one vessel undergoing conversion into an accommodation vessel
POSH IS THE LARGEST ASIA-BASED
INTERNATIONAL OPERATOR OF
LARGE, MODERN AND DIVERSE FLEET OFFSHORE SUPPORT VESSELS AND
OF OFFSHORE SUPPORT VESSELS ONE OF THE TOP FIVE GLOBALLY5
Vessels1 are designed with diesel electric 15 Vessels4 on order and scheduled for GLOBAL REACH WITH A PROVEN INTERNATIONAL OPERATING TRACK RECORD
propulsion and Clean-Design Notation and delivery: Comprises 2 deck cargo barges, 2 ASD
Green Passports, reducing and limiting the harbour tugs, 3 DP2 accommodation vessels, 3
Mexico Egypt UK UAE Oman Thailand Philippines
ships combustion machinery emissions and DP2 AHTS, 2 DP3 SSAVs and 3 vessels which our
accidental sea pollution joint ventures have on order
Saudi New
Brazil Italy Arabia Iran Russia China Caledonia
Combined fleet of 112 vessels2, comprising: Services: anchor handling, ocean towage and
14 Anchor Handling Tug Supply (AHTS) vessels, installation, ocean transportation, heavy-lift,
13 Platform Supply Vessels (PSVs), 19 Anchor offshore accommodation, harbour towage and
Handling Tugs (AHTs), 9 towing tugs, 20 barges, 5 emergency response
accommodation vessels3, 23 harbour tugs, 4 crane
barges and 5 support vessels

Number
THE POSH FLEET2
25

20

15

10 23 20 17
Singapore
13 14
5
9 Venezuela Gabon Angola India Malaysia Vietnam
5 4 5
0 2
Support Crane Harbour Barges PSV Accomodation AHTs AHTS Towing
Vessels Barges Tugs Vessels Tugs South New
Nigeria Congo Africa Myanmar Indonesia Australia Zealand
Offshore Supply Vessels Offshore Accomodation Harbour Services and Emergency Response Transportation and Installation

Countries operated in over the years


Countries currently operating in
1
DP2 PSVs, DP2 accommodation vessels and DP3 SSAVs
2
As of December 31, 2013
3
Includes one vessel that is undergoing conversion into an accommodation vessel 5
Based on Infields data on the number of vessels operated by POSH and the other major international providers of global support vessels
4
As of the Latest Practicable Date. Not including one vessel undergoing conversion into an accommodation vessel
6. Well-positioned to capture
market opportunities across
all business segments

The youngest deepwater AHTS and PSV fleet and the


youngest midwater AHTS and PSV fleet globally, with an
average age of 2.3 and 2.2 years, as at December 31,
2013 respectively4

5 vessels3 (including
one vessel undergoing
conversion into OFFSHORE
a 198-person SUPPLY
accommodation vessel) VESSELS Harbour Services
Expected to operate business has been
the youngest high-berth operating for over 10
accommodation vessels years
fleet in the world with HARBOUR One of the two main
the delivery of two
750-person DP3 SSAVs
OFFSHORE SERVICES AND offshore support vessel

by end 20144 ACCOMMODATION EMERGENCY


operators
to offer
globally
emergency
Two 238-person DP2 RESPONSE response services which
accommodation vessels include salvage, wreck
scheduled to be delivered removal, rescue and oil-
by end 2014 spill response services4
One 238-person DP2 TRANSPORTATION
accommodation vessel
scheduled to be delivered
AND INSTALLATION
by first quarter of 2015

One of the largest deepwater AHT fleets in the world4


Built up a track record in completing many demanding
and high-value ocean towage projects, having
successfully completed 53 floating system T&I
contracts since 19913
Awarded the transportation and installation contract
for Ichthys Central Processing Facility
(CP Facility), which is expected to be the worlds
largest CP Facility installed to date when completed

1
Based on data provided by Infield Systems Limited on the number of vessels operated by POSH and the other major international providers of global support vessels
2
As of December 31, 2013
3
As of the Latest Practicable Date
4
According to Infield Systems Limited
POSHS STRATEGIES

1. MAINTAINING GROWTH MOMENTUM 4. MAINTAIN HIGH SERVICE RELIABILITY


Growing since incorporation in 2006
Total assets have grown from US$35.7 million as at 5. OPTIMISE CHARTER MIX FOR OSV AND
December 31, 2006 to US$1.8 billion as at December OFFSHORE ACCOMMODATION FLEET
31, 2013 To provide stable revenue streams
In-principle approval given by the Board for a capital Long-term charters: predictable and reliable cash flows
expenditure budget of US$291.5 million for the further Short-term charters: benefit from higher day rates
expansion of our fleet in the offshore supply vessels
(OSV), transportation and installation and harbour 6. EXPAND INTO NEW GEOGRAPHIC MARKETS
services and emergency response business segments WITH SIGNIFICANT GROWTH POTENTIAL
(including the acquisition of multifunctional support Australia, Indonesia, Latin America and the EMEA2
vessels (MSV)) (Further Fleet Expansion) region
- Plan to implement the Further Fleet Expansion in 2014

Net Profit: 3-Year CAGR* of 67.4%


2. BROADEN FLEET DIVERSIFICATION
Expanding our fleet through the acquisition of larger and
more sophisticated vessels Net Profit (US$million)
Net Profit Margin (%)3
15 vessels on order and scheduled for delivery and one 30.9

vessel undergoing conversion into an accommodation


vessel1 22

3. EXPAND INTO DEEPWATER OFFSHORE 10.9

ACCOMMODATION AND OTHER HIGH-GROWTH


73.4
ASSET CLASSES
Focus on high-capacity and high-specification offshore 53.5

accommodation vessels
26.2
Exploring entry into the Inspection, Maintenance and
Repair (IMR) segment and potential acquisition of Year ended 31 December 2011 Year ended 31 December 2012 Year ended 31 December 2013

IMR vessels * Compounded annual growth rate

1
As of the Latest Practicable Date 2
Europe, Middle East and Africa 3
Derived by dividing net profit over revenue
TABLE OF CONTENTS

Page

Notice to Investors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Capitalisation and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Exchange Rates and Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Selected Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

Selected Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Managements Discussion and Analysis of Financial Condition and Results of


Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

Share-Based Incentive Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193

Interested Person Transactions and Potential Conflicts of Interest . . . . . . . . . . . . . . 198

Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219

Description of our Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223

Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233

Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243

Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245

General and Statutory Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246

Defined Terms and Abbreviations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253

i
Glossary of Technical Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257

Appendix A Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Appendix B Letter from KPMG CF relating to the Mark-up for Shared Services . . B-1

Appendix C Letter from KPMG CF relating to the Shareholders Mandate . . . . . C-1

Appendix D Summary of Selected Articles of Association of our Company . . . D-1

Appendix E List of Present and Past Principal Directorships of our Directors


and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

Appendix F List of Subsidiaries and Associated Companies . . . . . . . . . . . . . . . F-1

Appendix G Terms, Conditions and Procedures for Application for and


Acceptance of the Offering Shares in Singapore . . . . . . . . . . . . . . . G-1

Appendix H Audited Consolidated Financial Statements for the Years Ended


December 31, 2011, 2012 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . H-i

Appendix I Unaudited Pro Forma Financial Statements for the Year Ended
December 31, 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-i

Appendix J List of Mandated Interested Persons . . . . . . . . . . . . . . . . . . . . . . . . . J-1

Appendix K Independent Valuation Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . K-1

ii
NOTICE TO INVESTORS

No person is authorised to give any information or to make any representation not contained in
this Prospectus and any information or representation not so contained must not be relied upon
as having been authorised by or on behalf of us, the Over-allotment Option Provider or the Joint
Issue Managers, Bookrunners and Underwriters. Neither the delivery of this Prospectus nor any
offer, sale or transfer made hereunder shall under any circumstances imply that the information
herein is correct as of any date subsequent to the date hereof or constitute a representation that
there has been no change or development reasonably likely to involve a material adverse change
in our affairs, condition and prospects or our Shares since the date hereof. In the event any
changes occur, where such changes are material or required to be disclosed by law, the SGX-ST
and/or any other regulatory or supervisory body or agency, or if we otherwise determine, we and
the Over-allotment Option Provider will make an announcement of the same to the SGX-ST and,
if required, issue and lodge an amendment to this Prospectus or a supplementary document or
replacement document pursuant to Section 240 or, as the case may be, Section 241 of the SFA
and take immediate steps to comply with the said sections. Investors should take notice of such
announcements and documents and upon release of such announcements or documents shall be
deemed to have notice of such changes.

None of us, the Over-allotment Option Provider, the Joint Issue Managers, Bookrunners and
Underwriters or any of our or their affiliates, directors, officers, employees, agents,
representatives or advisers are making any representation or undertaking to any investors in our
Shares regarding the legality of an investment by such investor under appropriate investment or
similar laws. In addition, investors in our Shares should not construe the contents of this
Prospectus or its appendices as legal, business, financial or tax advice. Investors should be aware
that they may be required to bear the financial risks of an investment in our Shares for an indefinite
period of time. Investors should consult their own professional advisers as to the legal, tax,
business, financial and related aspects of an investment in our Shares.

The Offering Shares have not been, and will not be, registered under the Securities Act and
accordingly, may not be offered or sold within the United States. The Offering Shares are only
being offered and sold outside the United States in offshore transactions as defined in, and in
reliance on, Regulation S.

We and the Over-allotment Option Provider are subject to the provisions of the Securities and
Futures Act and the Listing Manual regarding the contents of this Prospectus. In particular, if after
this Prospectus is registered but before the close of the Offering, we and the Over-allotment
Option Provider become aware of:

(a) a false or misleading statement in this Prospectus;

(b) an omission from this Prospectus of any information that should have been included in it
under Section 243 of the Securities and Futures Act; or

(c) a new circumstance that has arisen since this Prospectus was lodged with the Authority
which would have been required by Section 243 of the Securities and Futures Act to be
included in this Prospectus if it had arisen before this Prospectus was lodged,

that is materially adverse from the point of view of an investor, we and the Over-allotment Option
Provider may lodge a supplementary or replacement document with the Authority pursuant to
Section 241 of the Securities and Futures Act.

iii
Where applications have been made under this Prospectus to subscribe for and/or purchase the
Offering Shares prior to the lodgment of the supplementary or replacement document and the
Offering Shares have not been issued and/or transferred to the applicants, we and the
Over-allotment Option Provider shall either:

(i) within seven days from the date of lodgment of the supplementary or replacement document,
provide the applicants with a copy of the supplementary or replacement document, as the
case may be, and provide the applicants with an option to withdraw their applications; or

(ii) treat the applications as withdrawn and cancelled and return all monies paid, without interest
or any share of revenue or other benefit arising therefrom and at the applicants own risk, in
respect of any applications received, within seven days from the date of lodgment of the
supplementary or replacement document.

Where applications have been made under this Prospectus to subscribe for and/or purchase the
Offering Shares prior to the lodgment of the supplementary or replacement document and the
Offering Shares have been issued and/or transferred to the applicants, we and the Over-allotment
Option Provider shall either:

(1) within seven days from the date of lodgment of the supplementary or replacement document,
provide the applicants with a copy of the supplementary or replacement document, as the
case may be, and provide the applicants with an option to return to us and the Over-allotment
Option Provider, those Offering Shares that the applicants do not wish to retain title in; or

(2) treat the issue and/or sale of the Offering Shares as void and return all monies paid, without
interest or any share of revenue or other benefit arising therefrom and at the applicants own
risk, in respect of any applications received, within seven days from the date of lodgment of
the supplementary or replacement document.

Any applicant who wishes to exercise his option to withdraw his application or return the Offering
Shares issued and/or sold to him shall, within 14 days from the date of lodgment of the
supplementary or replacement document, notify us and the Over-allotment Option Provider,
whereupon we and the Over-allotment Option Provider shall, within seven days from the receipt
of such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at the applicants own risk.

Under the Securities and Futures Act, the Authority may in certain circumstances issue a stop
order (the Stop Order) to us and the Over-allotment Option Provider, directing that no or no
further Offering Shares be allotted, issued or sold. Such circumstances will include a situation
where this Prospectus (i) contains a statement which, in the opinion of the Authority, is false or
misleading, (ii) omits any information that is required to be included in accordance with the
Securities and Futures Act or (iii) does not, in the opinion of the Authority, comply with the
requirements of the Securities and Futures Act.

Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and Futures
Act:

(A) in the case where the Offering Shares have not been issued and/or transferred to the
applicants, the applications for the Offering Shares pursuant to the Offering shall be deemed
to have been withdrawn and cancelled and we and the Over-allotment Option Provider, shall,
within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants
have paid on account of their applications for the Offering Shares; or

iv
(B) in the case where the Offering Shares have been issued and/or transferred to the applicants,
the issue and/or sale of the Offering Shares shall be deemed void and we and the
Over-allotment Option Provider shall, within seven days from the date of the Stop Order, pay
to the applicants all monies paid by them for the Offering Shares.

Where monies paid in respect of applications received or accepted are to be returned to the
applicants, such monies will be returned at the applicants own risk, without interest or any share
of revenue or other benefit arising therefrom, and the applicants will not have any claim against
us, the Over-allotment Option Provider and the Joint Issue Managers, Bookrunners and
Underwriters.

The distribution of this Prospectus and the offer, subscription, purchase, sale or transfer of our
Shares may be restricted by law in certain jurisdictions. We, the Over-allotment Option Provider
and the Joint Issue Managers, Bookrunners and Underwriters require persons into whose
possession this Prospectus comes to inform themselves about and to observe any such
restrictions at their own expense and without liability to us, the Over-allotment Option Provider or
the Joint Issue Managers, Bookrunners and Underwriters. This Prospectus does not constitute an
offer of, or an invitation to purchase or subscribe for, any of our Shares in any jurisdiction in which
such offer or invitation would be unlawful. Persons to whom a copy of this Prospectus has been
issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus
or any information herein for any purpose whatsoever nor permit or cause the same to occur.

In connection with the Offering, the Over-allotment Option Provider has granted the Stabilising
Manager, acting on behalf of the Joint Issue Managers, Bookrunners and Underwriters, the
Over-allotment Option, exercisable in whole or in part on one or more occasions from the Listing
Date until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the
Stabilising Manager or its appointed agent has bought, on the SGX-ST, an aggregate of
46,125,000 Shares, representing approximately 18.3% of the total Offering Shares, to undertake
stabilising actions, to purchase from PCL up to an aggregate of 46,125,000 Additional Shares
(representing 18.3% of the total Offering Shares) at the Offering Price, solely to cover the
over-allotment of the Offering Shares, if any. The exercise of the Over-allotment Option will not
increase the total number of issued Shares immediately after completion of the Offering.

In connection with the Offering, the Stabilising Manager or its appointed agent may over-allot
Shares or effect transactions which may stabilise or maintain the market price of our Shares at
levels above those that would otherwise prevail in the open market. Such transactions may be
effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulations, including the Securities and Futures Act
and any regulations thereunder. However, we cannot assure you that the Stabilising Manager or
its appointed agent will undertake stabilising action. Such transactions may commence on or after
the Listing Date and, if commenced, may be discontinued at any time and shall not be effected
later than the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the
Stabilising Manager or its appointed agent has bought, on the SGX-ST, an aggregate of
46,125,000 Shares, representing approximately 18.3% of the total Offering Shares, to undertake
stabilising actions.

v
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

This Prospectus is not a prospectus for the purposes of the Prospectus Directive as implemented
in Member States of the European Economic Area. This Prospectus has been prepared on the
basis that all offers of the Offering Shares will be made pursuant to an exemption under the
Prospectus Directive from the requirement to produce a prospectus in connection with offers of the
Offering Shares. Accordingly, any person making or intending to make any offer within the
European Economic Area of the Offering Shares which are the subject of the offering
contemplated in this Prospectus should only do so in circumstances in which no obligation arises
for us or any of the Underwriters to produce a prospectus for such offers. The expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010
PD Amending Directive, to the extent implemented in the relevant Member State), and includes
any relevant implementing measure in the relevant Member State and the expression 2010 PD
Amending Directive means Directive 2010/73/EU.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are statements that are not historical
facts, including statements about our beliefs and expectations. Forward-looking statements
generally can be identified by the use of forward-looking terminology, such as may, will,
could, expect, anticipate, intend, plan, believe, seek, estimate, project and similar
terms and phrases. These statements include, among others, statements regarding our business
strategy, future financial position and results, and plans and objectives of our management for
future operations. Forward-looking statements are, by their nature subject to substantial risks and
uncertainties, and investors should not unduly rely on such statements.

Forward-looking statements reflect our current views with respect to future events and are not a
guarantee of future performance. These statements are based on our managements beliefs and
assumptions, which in turn are based on currently available information. Although we believe the
assumptions upon which these forward-looking statements are based are reasonable, any of
these assumptions could prove to be inaccurate, and the forward-looking statements based on
these assumptions could be incorrect. Actual results may differ materially from information
contained in the forward-looking statements as a result of a number of factors, many of which are
beyond our control, including:

our ability to obtain financing in the future to fund capital expenditures, acquisitions and other
general corporate activities;

the availability of cash for payment of dividends;

our ability to obtain shareholder approval, if necessary, to implement any of our strategies or
to undertake expansion plans;

the availability of vessels for purchase, the time which it may take to construct new vessels,
or vessels useful lives;

general offshore market conditions and trends, including charter rates, vessel values, bunker
fuel expenses and factors affecting vessel supply and demand;

the strength of world economies and currencies and general domestic and international
political conditions;

changes in governmental rules and regulations or actions taken by regulatory authorities;


and

other factors discussed under Risk Factors.

vi
Because of these factors, we caution you not to place undue reliance on any of our forward-
looking statements. Forward-looking statements we make represent our judgment on the dates
such statements are made. New risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect us. Save as required by all
applicable laws of applicable jurisdictions, including the Securities and Futures Act, and/or rules
of the SGX-ST, we assume no obligation to update any information contained in this document or
to publicly release the results of any revisions to any forward-looking statements to reflect events
or circumstances that occur, or that we become aware of, after the date of this Prospectus.

INDUSTRY AND MARKET DATA

This Prospectus includes market share and industry data and forecasts that we obtained from
industry publications and surveys, reports of governmental agencies and internal company
surveys. Infield Systems Limited (the Independent Market Research Consultant) was the
primary source for third party industry data and forecasts. Industry publications and surveys and
forecasts generally state that the information contained therein has been obtained from sources
believed to be reliable, but there can be no assurance as to the accuracy or completeness of
included information. While we, the Over-allotment Option Provider and the Joint Issue Managers,
Bookrunners and Underwriters have taken reasonable actions to ensure that the information is
extracted accurately and in its proper context, we, the Over-allotment Option Provider and the
Joint Issue Managers, Bookrunners and Underwriters have not independently verified any of the
data from third party sources or ascertained the underlying economic assumptions relied upon
therein and neither we, the Over-allotment Option Provider nor the Joint Issue Managers,
Bookrunners and Underwriters makes any representation as to the accuracy or completeness of
that information. Statements as to our market position are based on the most currently available
market data.

The information and data contained in the report appearing in Appendix A Industry Overview
were taken from Infields databases and other sources available in the public domain. Infield has
advised us that it accurately describes the offshore marine services market, subject to the
availability and reliability of the data supporting the statistical and graphical information
presented. Infields methodologies for collecting information and data, and therefore the
information discussed in the report appearing in Appendix A Industry Overview, may differ from
those of other sources, and does not reflect all or even necessarily a comprehensive set of the
actual transactions occurring in the offshore marine services market. Although we, the Over-
allotment Option Provider and the Joint Issue Managers, Bookrunners and Underwriters believe
the information and data in report appearing in Appendix A Industry Overview to be accurate,
we, the Over-allotment Option Provider and the Joint Issue Managers, Bookrunners and
Underwriters have not independently verified the information or data. The source of all tables and
charts in the report appearing in Appendix A Industry Overview is Infield unless otherwise
indicated.

vii
CERTAIN DEFINED TERMS AND CONVENTIONS

In this Prospectus, references to S$ or Singapore dollars or Singapore cents are to the lawful
currency of the Republic of Singapore, references to US$, U.S. dollars or U.S. cents are to
the lawful currency of the United States of America, references to Rp. or rupiah are to the lawful
currency of Indonesia, references to peso or Mexican Peso are to the lawful currency of
Mexico, references to are to the lawful currency of the United Kingdom, references to C are
to Euro, the lawful currency of certain nations within the European Union, references to R are
to the lawful currency of South Africa and references to RM are to the lawful currency of
Malaysia. For the readers convenience, unless otherwise indicated, certain U.S. dollar amounts
in this Prospectus have been translated into Singapore dollars based on the exchange rate of
S$1.27 = US$1.00, quoted by Bloomberg L.P. on the Latest Practicable Date. However, such
translations should not be construed as a representation that Singapore dollar or U.S. dollar
amounts have been, could have been or could be converted into U.S. dollars or Singapore dollars,
as the case may be, at the rate indicated, any particular rate or at all. See Exchange Rates and
Exchange Controls Exchange Rates for further information regarding rates of exchange
between the Singapore dollar and the U.S. dollar.

We have included the exchange rate quoted above in its proper form and context in this
Prospectus. Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the
Securities and Futures Act, to the inclusion of the exchange rate quoted above in this Prospectus,
and is thereby not liable for such information under Sections 253 and 254 of the Securities and
Futures Act. While we, the Over-allotment Option Provider and the Joint Issue Managers,
Bookrunners and Underwriters have taken reasonable actions to ensure that the above exchange
rate has been reproduced in its proper form and context, neither we, the Over-allotment Option
Provider, the Joint Issue Managers, Bookrunners and Underwriters nor any other party has
conducted an independent review of the information or verified the accuracy of the contents of the
relevant information.

All trademarks appearing herein are the property of their respective owners.

In this Prospectus, references to the Latest Practicable Date refer to March 25, 2014.

Any discrepancies in any tables, graphs or charts included in this Prospectus between the totals
and the sums of the amounts listed are due to rounding.

The information on our website or any website directly or indirectly linked to our website or the
websites of any of our related corporations or other entities in which we may have an interest is
not incorporated by reference into this Prospectus and should not be relied on.

In this Prospectus, references to our Company or POSH are to PACC Offshore Services
Holdings Ltd. and, unless the context otherwise requires, we, us, our and our Group refer
to PACC Offshore Services Holdings Ltd. and its subsidiaries taken as a whole. Unless the context
otherwise requires, references in this Prospectus to our vessels, fleet, vessel fleet or combined
vessel fleet refer to vessels which POSH and its subsidiaries own, as well as vessels held through
our joint ventures, which we account for as jointly controlled entities using the equity method, and
references to and descriptions of our business in this Prospectus refer to the business carried out
by our Group together with such joint ventures. All references to our Board of Directors or our
Directors are to the board of Directors of PACC Offshore Services Holdings Ltd.

In this Prospectus, the definitions and explanation of technical terms found in this section and
Defined Terms and Abbreviations apply throughout where the context so admits.

viii
Our customers named in this Prospectus are generally referred to, in this Prospectus, by their
trade names. Our contracts with these customers are typically with an entity or entities in that
customers group of companies.

In addition, unless we indicate otherwise, all information in this Prospectus assumes (i) that the
Over-allotment Option is not exercised; and (ii) that no Offering Shares have been re-allocated
between the International Offering and the Public Offering.

ix
CORPORATE INFORMATION

Directors Kuok Khoon Ean (Chairman and Non-Executive


Director)
Seow Kang Hoe, Gerald (Chief Executive Officer
and Executive Director)
Wu Long Peng (Non-Executive Director)
Teo Joo Kim (Non-Executive Director)
Ahmad Sufian @ Qurnain Bin Abdul Rashid
(Independent Director)
Ma Kah Woh (Independent Director)
Jude Philomen Benny (Lead Independent Director)
Wee Joo Yeow (Independent Director)

Company Secretary Tay Cheng Imm Dawn, Bachelor of Laws

Registered Office 1 Kim Seng Promenade, #07-02


Great World City
Singapore 237994

Principal Place of Business 1 Kim Seng Promenade, #06-01


Great World City
Singapore 237994

Company Registration Number 200603185Z

Over-allotment Option Provider Pacific Carriers Limited


1 Kim Seng Promenade, #07-02
Great World City
Singapore 237994

Share Registrar Boardroom Corporate & Advisory Services Pte. Ltd.


50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623

Joint Issue Managers, Bookrunners DBS Bank Ltd.


and Underwriters 12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd.


50 Collyer Quay
#14-01 OUE Bayfront
Singapore 049321

Oversea-Chinese Banking Corporation Limited


65 Chulia Street #06-00
OCBC Centre
Singapore 049513

x
Legal Advisers to our Company and Allen & Gledhill LLP
the Over-allotment Option Provider as One Marina Boulevard #28-00
to Singapore law Singapore 018989

Legal Advisers to our Company Hadromi & Partners Law Firm


as to Indonesia law Setiabudi Atrium, 2nd Floor, Suite 209A
Jl. H.R. Rasuna Said Kav. 62
Jakarta 12920, Indonesia

Legal Advisers to our Company Jeff Leong, Poon & Wong


as to Malaysia law B-11-8, Level 11, Megan Avenue II
Jalan Yap Kwan Seng
50450 Kuala Lumpur, Malaysia

Legal Advisers to our Company Basham, Ringe y Correa, S.C.


as to Mexico law Paseo de los Tamarindos 400-A 9 Piso
Bosques de Las Lomas
Mxico D.F.

Legal Advisers to the Joint Issue WongPartnership LLP


Managers, Bookrunners and 12 Marina Boulevard Level 28
Underwriters as to Singapore law Marina Bay Financial Centre Tower 3
Singapore 018982

Legal Advisers to the Joint Issue Sidley Austin LLP


Managers, Bookrunners and Level 31
Underwriters as to United States Six Battery Road
federal securities law Singapore 049909

Independent Auditors Ernst & Young LLP


Public Accountants and Chartered Accountants
One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner-in-charge: Yee Woon Yim,
Chartered Accountant

Independent Financial Adviser KPMG Corporate Finance Pte Ltd


16 Raffles Quay
#22-00
Hong Leong Building
Singapore 048581

Independent Market Research Infield Systems Limited


Consultant Suite 502
1 Alie Street
London E1 8DE
United Kingdom

xi
Independent Valuer Clarkson Valuations Limited
St. Magnus House
3 Lower Thames Street
London EC3R 6HE
United Kingdom

Principal Bankers Bank of America NA, Singapore Branch


50 Collyer Quay
#14-01 OUE Bayfront
Singapore 049321

DBS Bank Ltd.


12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982

Oversea-Chinese Banking Corporation Limited


65 Chulia Street #06-00
OCBC Centre
Singapore 049513

Receiving Bank DBS Bank Ltd.


12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982

xii
SUMMARY

You should read the following summary together with the more detailed information regarding us
and the Offering Shares being sold in this Offering, including our financial statements and related
notes appearing elsewhere in this Prospectus. You should carefully consider, among other things,
the matters discussed in Risk Factors.

Overview

We are the largest Asia-based international operator of offshore support vessels and one of the
top five globally, based on Infields data on the number of vessels operated by us and the other
major international providers of global support vessels, with a diversified fleet servicing offshore
oil and gas exploration and production (E&P) activities. Our offshore support vessels perform
anchor handling services, ocean towage and installation, ocean transportation, heavy-lift and
offshore accommodation services. Our vessels also provide harbour towage and emergency
response services.

As of December 31, 2013 and as of the Latest Practicable Date, we operated a combined fleet of
112 and 110 vessels, respectively, including 45 and 47 vessels, respectively, owned by our joint
ventures (of which, as of the Latest Practicable Date, one vessel is undergoing conversion into an
accommodation vessel and two vessels are chartered by a joint venture as a charterer on
long-term charters). This combined fleet comprises Anchor Handling Tug Supply Vessels
(AHTS), Anchor Handling Tugs (AHTs), ocean-towing tugs, Platform Supply Vessels (PSVs),
accommodation vessels, utility vessels and crane and deck barges. As of the Latest Practicable
Date, we have on order and scheduled for delivery 15 vessels, comprising two deck cargo barges,
two Azimuth Stern Drive (ASD) harbour tugs, three Dynamic Positioning (DP) 2 or DP2
accommodation vessels, three DP2 AHTS, two DP3 Semi-Submersible Accommodation Vessels
(SSAVs), and three vessels which our joint ventures have on order. In addition, we have one
vessel that is undergoing conversion into an accommodation vessel. Please see Business
Vessels to be Delivered for further details.

Our fleet operates worldwide serving offshore oilfields in Asia, Africa and Latin America. We have
provided vessels and services for projects involving many of the worlds major oil companies, as
well as many large international offshore contractors, such as Saipem, Hyundai Heavy Industries,
Technip and SapuraClough Offshore.

We earn revenue primarily from time charters of our vessels. We also earn significant revenue
from lump-sum project contracts for which our vessels are deployed.

We manage and measure our business performance in four distinct operating segments which are
the Offshore Supply Vessels (OSV) Segment, the Transportation and Installation (T&I)
Segment, the Offshore Accommodation (OA) Segment and the Harbour Services and
Emergency Response (HSER) Segment.

See Business for further information on our business.

1
Our Competitive Strengths

Largest Asia-based international operator with a diversified fleet of offshore support


vessels

We are the largest Asia-based international operator of offshore support vessels and one of the
top five globally, based on Infields data on the number of vessels operated by us and the other
major international providers of global support vessels. As of December 31, 2013 and as of the
Latest Practicable Date, we operated a combined fleet of 112 and 110 vessels, respectively,
including 45 and 47 vessels, respectively, owned by our joint ventures (of which, as of the Latest
Practicable Date, one vessel is undergoing conversion into an accommodation vessel and two
vessels are chartered by a joint venture as a charterer on long-term charters). This combined fleet
comprises AHTS, AHTs, ocean-towing tugs, PSVs, accommodation vessels, utility vessels and
crane and deck barges. As of the Latest Practicable Date, we have on order and scheduled for
delivery 15 vessels, comprising two deck cargo barges, two ASD harbour tugs, three DP2
accommodation vessels, three DP2 AHTS, two DP3 SSAVs, and three vessels which our joint
ventures have on order. In addition, we have one vessel that is undergoing conversion into an
accommodation vessel. Please see Business Vessels to be Delivered for further details.

Our large and diverse fleet, coupled with our ability to provide value-added services (such as the
added value in providing transportation services through our T&I Segment together with
positioning and set-up services through our OSV Segment), enables us to deliver comprehensive
solutions to our customers by leveraging on our multi-segment offshore capabilities to actively
cross-sell our services and secure contracts that are otherwise difficult as a single service-
provider, thereby setting us apart and positioning us favourably to compete for tenders. Our
involvement across a wide scope of the offshore oilfield services through our different business
segments enables us to better understand and respond to our customers needs and allows us to
anticipate future offshore oilfield service needs. Our diversified fleet and service offerings enable
us to achieve financial performance and resilience during industry downturns. We have been
profitable every financial year since our business expansion in 2007.

We constantly monitor demand for offshore services, charter rates, vessel types and fleet size
through our involvement across the wide scope of offshore oilfield services through our different
business segments. With this knowledge, we are able to optimise the portfolio mix of our fleet in
order to better service our customers and respond in a timely manner to industry trends. For
example, as at the Latest Practicable Date, we have ordered two DP3 SSAVs to cater to the
increased demand for deepwater accommodation vessels. We believe this is a key competitive
advantage that differentiates us from our competitors.

2
Global reach with a proven international operating track record

We have a proven international operating track record over many years.

3
As of the Latest Practicable Date, we have completed 53 floating system (including floating production storage and offloading vessels and structures
(FPSOs)) transportation and installation contracts since 1991. Our operational track record allows us to meet the qualifying criteria in tender
processes across various markets. Our diverse fleet of modern vessels allows greater cross-border operability and flexibility to operate in markets
across various regions. Whilst our industry is international, most players often operate within the territorial waters of several different nations, each
with its own unique set of local operational considerations and regulations. We believe we have an advantage over our competitors with our
international track record and experience operating in all the different markets. We believe that the geographical diversification of our operations also
reduces our dependence on and risk exposure to any single geographical market and/or customer.
Well-positioned to capture market opportunities across all our business segments

We believe that each of our business segments is well-positioned to capture market opportunities.

Offshore Supply Vessels

We are one of the leading Asia-based operators of AHTS and PSVs with a fleet of 14 AHTS and
13 PSVs as at December 31, 2013 and 15 AHTS and 13 PSVs as at the Latest Practicable Date.
According to Infield, we have the youngest deepwater AHTS and PSV fleet and the youngest
midwater AHTS and PSV fleet globally, with an average age of 2.3 and 2.2 years, as at December
31, 2013, respectively. The age profile of our fleet is a key competitive advantage as modern
vessels are often preferred due to better reliability and emphasis on higher environmental and
safety standards.

Our modern deepwater AHTS are well-placed to benefit from the growing demand for deepwater
vessels arising from increased deepwater oil and gas E&P activity across the world. Furthermore,
all of our AHTS and PSVs are equipped with Dynamic Positioning or DP technology which is
increasingly a pre-requisite for most offshore projects.

Transportation and Installation

We are one of Asias leading operators providing deepwater towage services for various
high-value offshore assets, such as rigs and FPSOs, and offshore construction, transportation and
support services in the shallow-water segment.

According to Infield, we have one of the largest deepwater AHT fleets in the world ranked by fleet
size. We have built up a track record in completing many demanding and high-value ocean towage
projects, having successfully completed 53 floating system (including FPSOs) transportation and
installation contracts since 1991 as of the Latest Practicable Date. According to Infield, we have
been involved in at least seven of the 35 floating unit installations that have taken place in
Asia-Pacific between 2010 and 2013, including five of the 15 largest in terms of topside weight.
In the first half of 2013, we were awarded the transportation and installation contract for Ichthys
Central Processing Facility (CP Facility) as well as the Ichthys FPSO. Once the Ichthys CP
Facility is completed, the structure is expected to be the worlds largest CP Facility installed to
date.

Offshore Accommodation

As at the Latest Practicable Date, we have ordered two 750-person DP3 SSAVs. These vessels
are scheduled to be delivered by the end of 2014. As at the Latest Practicable Date, we are in the
final stages of procuring a charter contract for the commercial deployment of one of the vessels
when it is delivered. The execution of the charter contract is pending the completion of due
approval process of the counterparty. Notwithstanding, there is no assurance that the charter
contract will ultimately be executed by the counterparty. Such vessels are expected to capture the
rising demand for high-capacity and high-specification accommodation vessels specially catering
to the deepwater segment. These vessels will have modern structural designs (including one of
the largest offshore heli decks), technology (such as DP3) and equipment and will be certified as
Comfort Class (DNV Notation (1A1) Ship shaped) by DNV by complying with strict noise and
vibration control requirements. The specifications of these vessels include having a deck space
of 2,000 square metres, a maximum deck load of 3,000 metric tonnes and 390 cabins of one, two
or four persons. According to Infield, as at the close of 2013, there were only three operational
SSAVs with berth capacity of more than 600-person and another three on order or under

4
construction (including our two 750-person DP3 SSAVs). According to Infield, upon the delivery of
our two DP3 SSAVs, we will operate the youngest high-berth accommodation vessel fleet in the
world.

As at the Latest Practicable Date, we have also ordered three 238-person DP2 accommodation
vessels, of which two are scheduled to be delivered by the end of 2014 and one is scheduled to
be delivered by the first quarter of 2015. In addition, we have one vessel that is undergoing
conversion into a 198-person accommodation vessel, which is expected to be delivered by the
second quarter of 2014.

When all of the accommodation vessels that are under construction or undergoing conversion are
delivered by 2015, our accommodation capacity will increase from 879 persons as at the Latest
Practicable Date to 3,291 persons (this includes one 191-person accommodation vessel that is
committed for sale after the Latest Practicable Date).

Harbour Services and Emergency Response

Our Harbour Services business has been operating for over 10 years. We own, operate and
manage a fleet of harbour tugs and heavy lift crane barges, which are actively engaged in
supporting harbour towage operators and providing heavy lift services to shipyards engaged in the
construction, and repair and conversion of ships and offshore drilling units, and other offshore
structures and topside production and processing facilities. In November 2013, our subsidiary,
POSH Semco Pte. Ltd. (POSH Semco), was granted a public licence by the Maritime and Port
Authority of Singapore (MPA) for the provision of towage services to vessels within the limits of
the port and the approaches to the port as described in Government Regulations. According to
Infield, we are also one of the two main offshore support vessel operators globally to offer
emergency response services which include salvage, wreck removal, rescue and oil-spill
response services. Emergency, salvage and oil spill response services encompass emergency
assistance to vessels that encounter grounding, collision, incidences of fire and oil spillage as a
consequence of collisions and groundings. In particular, salvage refers to the process of
recovering a vessel, its cargo, or other property after a shipwreck, grounding or other marine
accidents or incidents, and encompasses refloating, towing and recovery of a sunken, grounded
or incapacitated vessel.

Established reputation and long-standing relationships with key oil and gas industry
players

As a result of our proven international operating track record, we have built a strong reputation
and an extensive network of customers including global oil and gas majors and international oil
and gas contractors. Leading global shipyards and offshore engineering companies, such as
Saipem, Hyundai Heavy Industries, Technip and SapuraClough Offshore, also work with us on a
regular basis. Our reputation and long-standing relationships with customers enable us to
compete effectively and continue to grow our business.

Strong parentage

We believe that our Group benefits significantly from being a member of the KSL Group. Our
parent, KSL, shares common heritage with two other holding companies, namely, Kerry Holdings
Limited in Hong Kong and Kuok Brothers Sdn Bhd in Malaysia, in that they were all founded by
the Kuok family, which together with their related companies, are commonly referred to as the
Kuok Group. The Kuok Group is a well-regarded conglomerate with diversified investments in
commodities, hospitality, logistics, real estate and shipping businesses, among others. The Kuok
Group is the single largest shareholding group in listed companies such as Hong Kong-listed
Kerry Properties Limited, Shangri-La Asia Ltd. and SCMP Group Ltd. (publisher of the South

5
China Morning Post), Singapore-listed Wilmar International Limited and Malaysia-listed PPB
Group Berhad (PPB) and Malaysian Bulk Carriers Berhad (MBC). Our parentage makes us a
preferred partner for leading local entities when we enter new markets or form strategic alliances.

As the dedicated offshore support vessel business of the KSL Group, we have ready access to the
affiliated shipyards of the KSL Group. We believe our strategic relationships with these shipyards
will allow us to respond rapidly to changing market dynamics through quick turnaround times for
newbuilds (although there is no publicly available information on the turnaround times for other
shipyards) and manage our own maintenance and refurbishment costs as we enjoy operational
advantages from our ready access to these shipyards such as the ability to gain a closer level of
control and cooperation with the shipyards in terms of design and technical specifications, costing
and procurement of equipment, and delivery timelines, as described below:

We are actively engaged in determining the design and technical specifications of the
vessels. In this regard, the specifications of the vessels and the identification and costing of
the various engines, parts and technical equipment (including replacement parts and
equipment) are specified by us. We are actively involved in the procurement of such engines,
parts and equipment (including identifying and selecting the suppliers and engaging in
negotiations with such suppliers) prior to the shipyards placing the orders for and importing
these engines, parts and equipment on our behalf for regulatory, operational and logistical
convenience. In this way, we are able to gain a closer level of control over the costing of
engines, parts and equipment (including replacement parts and equipment), which in turn
translates into costs savings.

We station our technical superintendents in the shipyards as our vessels are being built, to
monitor the construction and to ensure that the construction is correctly carried out in
accordance with our approved designs and specifications and to further ensure timely
delivery.

Another perspective of timely delivery relates to a scenario where we require vessels for a
specific delivery in the future. This could be due to potential deployment or anticipation of a
supply crunch for certain asset classes due to various reasons (for example, aging vessels
scheduled for scrap etc.), and in this regard, not all shipyards may have available berths and
capacity space to meet such future deliveries.

Not all shipyards are willing to build vessels to bespoke design specifications and have
separate arrangements on the equipment package; instead, they prefer to build repeat
designs, to benefit from their experience and economies of scale and gain discounts for their
own benefit from equipment suppliers and manufacturers.

Our transactions with the KSL Group are conducted on an arms length basis, as further detailed
in the section on Interested Person Transactions and Potential Conflicts of Interest.

Highly-experienced and committed management team with a proven track record

We have a committed, experienced and highly-qualified management team led by our Chief
Executive Officer and Executive Director, Mr. Seow Kang Hoe, Gerald who has more than 40
years of experience in the shipping industry (including 15 years of sea-going experience and more
than 20 years of senior management experience), as further described in Management
Directors. Our Executive Officers come with varied and synergistic backgrounds including
Engineering, Marine and Finance which enable them to lead and manage our Company.

6
Our management team includes 12 shore-based Master Mariners and 23 Chief Engineers with an
aggregate sea-going experience of more than 600 years, as at the Latest Practicable Date. The
depth and diversity of our managements technical and operational expertise and experience
enable us to identify, evaluate and capitalise on market opportunities and to better anticipate
industry trends and invest in relevant assets to respond to our customers needs. In this regard,
we have successfully expanded the scale of our fleet in terms of both capabilities and size (the
vessels we operate grew from 98 vessels as at December 31, 2011 to 110 vessels as at the Latest
Practicable Date, of which, as of the Latest Practicable Date, one vessel is undergoing conversion
into an accommodation vessel). Our extensive experience and expertise in marine operations,
marine engineering and fleet management allow us to proactively manage our fleet and achieve
a high level of reliability, safety and efficiency in our operations.

Recognising the technical capabilities required to operate and manage the two 750-person DP3
SSAVs which we have ordered as at the Latest Practicable Date and which are scheduled for
delivery by the end of 2014, we have established an internationally-experienced management
team with a proven track record. Heading this team is our Project Director, Operations, with more
than 30 years of experience in North Sea and Latin America, including 17 years of handling
day-to-day operations for four SSAVs.

Strategy

Broaden fleet diversification

We look to continue to diversify our fleet and leverage on our multi-segment offshore capabilities
to actively cross-sell our services and secure contracts that would otherwise be difficult as a
single-service provider.

We are enhancing our market-leading positions in each of our OSV, T&I and HSER Segments (as
further described under Our Competitive Strengths Well-positioned to capture market
opportunities across all our business segments), and also the capabilities of our OA Segment, by
currently expanding our fleet through the acquisition of larger and more sophisticated vessels. As
of the Latest Practicable Date, we have on order and scheduled for delivery 15 vessels,
comprising two deck cargo barges, two ASD harbour tugs, three DP2 accommodation vessels,
three DP2 AHTS, two DP3 SSAVs, and three vessels which our joint ventures have on order. In
addition, we have one vessel that is undergoing conversion into an accommodation vessel. With
respect to the OA Segment, recognising the technical capabilities required to operate and manage
the DP3 SSAVs, we have established an internationally-experienced management team with a
proven track record (as further described under Our Competitive Strengths Highly-
experienced and committed management team with a proven track record). With respect to the
HSER Segment, in November 2013, our subsidiary, POSH Semco, was granted a public licence
by the MPA for the provision of towage services to vessels within the limits of the port and the
approaches to the port as described in Government Regulations. Please see Business
Vessels to be Delivered for further details, including details on the contracted delivery date.
Please also see Managements Discussion and Analysis of Financial Condition and Results of
Operations Capital Expenditures and Divestments for further details on our contractual
commitments relating to vessels which our Company and our subsidiaries have on order and
scheduled for delivery and how such committed future capital expenditures are expected to be
funded.

We adopt investment management processes in evaluating our fleet expansion plans. Factors
which determine the level and timing of our fleet expansion include our assessment of the market
demand and cost of investment for new vessels, our ability to secure attractive charter rates and

7
our expected return on investment. By adhering to a disciplined and structured set of criteria for
evaluating and determining the need for fleet expansion, we are able to maintain a sustainable
growth model.

Separately, we continue to upgrade our existing assets through our fleet optimisation programme
to further enhance our competitiveness and ability to secure new and more complex contracts.
Under the fleet optimisation programme, we may dispose of older and/or lower-specification
vessels that are less efficient to operate and upgrade existing vessels with more sophisticated
technology and equipment. We may also acquire or build new vessels to optimise the number and
mix of vessels within the fleet. For example, we have upgraded a DP1 AHTS into a DP2 AHTS.
In addition, as at the Latest Practicable Date, we have one vessel that is undergoing conversion
into an accommodation vessel. Please see Business Vessels to be Delivered for further
details, including details on the contracted delivery date. Please also see Managements
Discussion and Analysis of Financial Condition and Results of Operations Capital Expenditures
and Divestments for further details on our contractual commitments relating to vessels which our
Company and our subsidiaries have on order and scheduled for delivery and how such committed
future capital expenditures are expected to be funded. In this way, we continue to respond to our
customers requirements and are likely to secure charters at higher charter rates.

Expand into deepwater offshore accommodation and other high-growth asset classes

We intend to actively expand our fleet and venture into new market opportunities, such as
deepwater offshore accommodation, that are expected to be in high demand going forward.

Our two SSAVs that are scheduled to be delivered by the end of 2014 were specially designed with
additional ancillary features to enhance the vessels overall functionality. The two vessels are
being constructed using modern structural designs and are equipped with the latest technology
and specifications. Some key features include their DP3 technology, telescopic gangway, wide
deck area and a moon-pool which provide us with the flexibility to expand into the Inspection,
Maintenance and Repair (IMR) segment in the future. The IMR segment comprises routine
inspection, maintenance and repair work to ensure system integrity and continued performance of
offshore assets, including subsea facilities and installations. In particular, such work could involve
a combination of services such as survey and maintenance of pipelines, support for diving,
structural inspections, support for laying cables and hoses, bolt inspection and replacement,
support for drilling, light inspection work, support for the maintenance of offshore infrastructures
and well stimulation. As at the Latest Practicable Date, we are in the final stages of procuring a
charter contract for the commercial deployment of one of the vessels when it is delivered. The
execution of the charter contract is pending the completion of due approval process of the
counterparty. Notwithstanding, there is no assurance that the charter contract will ultimately be
executed by the counterparty.

Aside from our high-capacity and high-specification offshore accommodation vessels, we are
exploring entry into IMR services to complement our range of deepwater offshore services. These
services complement our Companys OSV services by allowing our Company to provide additional
value-added services (for instance, divers to conduct inspection and survey of deepwater
structures) to customers of the OSV Segment in respect of deepwater structures that our
Company has provided OSV services for. In connection with this, we are currently exploring the
feasibility of acquiring new asset classes such as IMR vessels. In December 2013, our Board of
Directors gave in-principle approval for a capital expenditure budget of US$291.5 million which is
mainly for the further expansion of our fleet (including the acquisition of multifunctional support
vessels (MSVs)) (as further described in Maintaining our growth momentum below). Save for
the foregoing, as at the Latest Practicable Date, our Company has not identified any specific IMR
assets to be acquired. A decision to invest in these IMR assets has not yet been made and will
be subject to completion of our feasibility study on the provision of such services, including a study

8
on the potential return on investment and cost of return. We currently expect to fund any capital
expenditures that may be incurred in connection with the acquisition of such IMR assets from cash
flows from operations and bank borrowings.

Maintain high service reliability

We believe it is important to maintain a high level of service reliability given the increasingly
stringent environmental regulations and the strong emphasis on safety and quality standards.

One of our core policies is to be actively involved in monitoring the construction of our vessels
including vessel design, equipment selection and quality of construction. This ensures that the
vessels are constructed to meet our quality and technical specification requirements. We practise
planned maintenance programmes for our vessels. In addition, we have recently implemented
predictive maintenance measures for our high-specification and high-capacity vessels.

We continue to invest significantly in our workforce by recruiting, developing and retaining talent.
We believe that our highly-experienced and well-trained workforce play an important role in the
success and growth of our Group and in maintaining our high level of service standards and
operational efficiency. For example, we undertake ongoing in-house education programmes to
keep our crew abreast of market developments and knowledge through holding sea staff seminars
in the Philippines, where we inculcate in our workforce our Groups vision and core values,
conduct training to maintain continual education, and build rapport and team work between the
shore and sea staff.

Optimise charter mix for our OSV and OA fleet

In order to provide stable revenue streams, we intend to optimise our mix of long-term charter
contracts and short-term charter contracts for our OSV and OA fleet. However, we do not have a
target ratio of long-term charter contracts to short-term charter contracts as this depends on the
state of the market (such as the demand and supply dynamics). We aim to maintain and prefer
long-term charters which provide us with predictable and reliable cash flows, and less exposure
to seasonality and revenue volatility. We would also like to further optimise our charter mix by
engaging in short-term contracts which allow us to benefit from higher day rates.

Expand into new geographic markets with significant growth potential

We aim to continue growing our presence in markets which offer significant growth potential such
as Australia, Indonesia, Latin America and the EMEA region or Europe, Middle East and Africa. We
will expand our presence in Mexico which will serve as our springboard for our strategic expansion
into other regions of Latin America. Accordingly, we are constantly looking out for suitable
opportunities to enhance the scale of our business through synergistic strategic alliances and
mergers and acquisitions which will better enable us to establish our presence in new high-growth
markets. As at the Latest Practicable Date, we have not formalised any specific plans for such
expansion as our Company has not identified any such opportunities to enhance the scale of our
business or any targets for such mergers and acquisitions. We currently expect to fund any such
expansion from cash flows from operations and bank borrowings.

Maintaining our growth momentum

Our Company is a relatively young company and we have been growing since we were
incorporated, from total assets of US$35.7 million as at December 31, 2006 to US$1.8 billion as
at December 31, 2013. We believe we are still in a growth phase, and we intend to continue to
enhance and retain our market-leading positions by maintaining our growth momentum in our
business segments.

9
In December 2013, our Board of Directors gave in-principle approval for a capital expenditure
budget of US$291.5 million which is mainly for the further expansion of our fleet in the OSV, T&I
and HSER Segments (including the acquisition of MSVs as further described in Expand into
deepwater offshore accommodation and other high-growth asset classes) (Further Fleet
Expansion). This is in addition to the vessels we have on order and scheduled for delivery as
described in Business Vessels to be Delivered. Whilst we have identified the relevant types of
vessels to be acquired, we have not contractually committed to acquire any of these assets as at
the Latest Practicable Date. We currently plan to implement such Further Fleet Expansion in 2014
and expect to fund such acquisitions from cash flows from operations and bank borrowings. The
planned partial repayment of the outstanding amounts under our revolving facilities using the net
proceeds from the Offering and the issue of the Cornerstone Shares would increase our available
debt headroom under these facilities, which may be utilised towards funding the Further Fleet
Expansion and our future capital expenditure.

Valuations

We have obtained charter-free valuations for the vessels we operated as of December 31, 2013,
including 45 vessels owned by our joint ventures (of which one vessel is undergoing conversion
into an accommodation vessel and one vessel is chartered by a joint venture as a charterer on a
long-term charter), as well as vessels we had on order as of December 31, 2013, to reflect the
value that would be obtained from selling these vessels in the market on a willing buyer, willing
seller basis without any charter agreements in place. The valuations could be materially affected
should any of the vessels be tendered for sale with a pre-existing charter attached.

These vessels were valued by the Independent Valuer as at December 31, 2013 and are not a
guide to the market values of the vessels at any other point in time. The valuation was based on
recent transactions, negotiations and brokers market knowledge.

No physical inspection or examination of the vessels classification records was performed prior
to the valuation of the vessels. For the full terms and methodology of the Independent Valuer,
please see their valuation certificate which is reproduced in full in Appendix K Independent
Valuation Certificate. There can be no assurance that the valuations prepared by the Independent
Valuer reflect the true value of the vessels, or that other independent valuers would have arrived
at the same valuation. Please see Risk Factors Valuations of the vessels may not be indicative
of the true value of the vessels.

The appraised value of each of the vessels is set out below. Please see Appendix K
Independent Valuation Certificate for further details.

10
Offshore Supply Vessels

Charter-free Value
No. Vessel Type Current Name
(US$)
1 AHTS POSH Conquest 53,000,000
2 AHTS POSH Constant (1) 53,000,000
3 AHTS POSH Champion 50,350,000
4 AHTS POSH Commander 50,350,000
5 AHTS POSH Courage 53,500,000
6 AHTS POSH Concorde 53,500,000
7 AHTS POSH Persistence 31,000,000
8 AHTS POSH Resolve 20,000,000
9 AHTS POSH Resolute 20,000,000
10 AHTS POSH Rapid 20,000,000
11 AHT Salvirile 5,500,000
12 AHT Salvision 5,500,000
(1)
13 PSV POSH Shearwater 29,000,000
14 PSV POSH Skua 23,000,000
15 Mudboat (PSV) POSH Gannet 29,500,000
16 PSV POSH Sandpiper 29,000,000
17 PSV POSH Fulmar (Hull PX 1018) 29,000,000
18 PSV POSH Pelican (Hull PX 1019) 29,000,000
19 PSV Caballo Babieca (2) 19,000,000
(2)
20 Mudboat (PSV) Don Casiano 22,500,000
21 PSV Caballo Argento (2) 26,000,000
(2)
22 Mudboat (PSV) Caballo Monoceros 20,950,000
23 Mudboat (PSV) Caballo Copenhagen (2) 25,500,000
(2)
24 Mudboat (PSV) Caballo Scarto 24,250,000
(3)(5)
25 Mudboat (PSV) Rodrigo DPJ 20,950,000
26 AHTS Caballo Grano de Oro (3)(6) 28,000,000
(4)
27 AHTS WINPOSH Rampart 20,500,000
28 AHTS WINPOSH Resolve (4) 20,500,000
(4)
29 AHTS WINPOSH Regent 19,000,000

Notes:

(1) We have sold to and chartered back this vessel from our joint venture, PT. Mandiri Abadi Maritim, on a long-term
charter.

(2) Owned by our joint venture, Servicios Martimos Gosh, S.A.P.I. de C.V.

(3) Owned by our joint venture, Sermargosh2 S.A.P. I. de C.V. and its subsidiaries.
(4) Owned by our joint venture, PT. Win Offshore.

(5) To be renamed POSH Honesto.

(6) To be renamed POSH Hermosa.

11
Transportation and Installation

Charter-free Value
No. Vessel Type Current Name
(US$)
30 Submersible Barge POSH Giant I 9,250,000
31 Submersible Barge POSH Giant II 11,250,000
32 AHT POSH Achiever 12,600,000
33 AHT POSH Assistor 12,600,000
34 AHT Maritime Putri 4,600,000
35 AHT Maritime Putra 4,600,000
36 AHT POSH Pahlawan 7,750,000
37 AHT POSH Panglima 7,750,000
38 AHT Salvaree 3,350,000
39 AHT Maritime Mesra 4,250,000
40 AHT POSH Mulia 4,250,000
41 Towing Tug Greenville 126 1,450,000
42 Towing Tug Greenville 168 1,450,000
43 Towing Tug Maritime Ratu 1,800,000
44 Towing Tug Maritime Raja 1,800,000
45 Towing Tug Maritime Ratna 1,950,000
46 Towing Tug Salvalour 2,600,000
47 Deck/Tank Barge Maritime Honour 3,400,000
48 Deck/Tank Barge Maritime Glory 2,100,000
49 Deck/Tank Barge Maritime Pride 2,100,000
50 Deck/Tank Barge Maritime Courage 2,350,000
51 Deck/Tank Barge Maritime Faith 1,450,000
52 Deck/Tank Barge Maritime Icon 1,500,000
53 Deck/Tank Barge Maritime Topaz 1,500,000
54 Deck/Tank Barge Maritime West 1,450,000
55 Deck/Tank Barge Maritime Falcon 1,050,000
56 Deck/Tank Barge Maritime Hawk 1,050,000
57 Deck/Tank Barge Maritime Swift 950,000
58 Towing Tug Mandiri Tango 3 1,350,000
59 Towing Tug Tango 7 1,900,000
Coal/Bulk/
60 Mandiri Bravo 2 1,500,000
Container Barge
Coal/Bulk/
61 Mandiri Bravo 4 1,500,000
Container Barge
Coal/Bulk/
62 Bravo 7 2,000,000
Container Barge

12
Charter-free Value
No. Vessel Type Current Name
(US$)
63 Deck/Tank Barge WINPOSH 3301 (1) 2,100,000
Submersible
64 Launch Floatover POSH Mogami (2) 25,000,000
Barge
65 AHT Salveritas (3) 26,500,000
(3)
66 AHT Salviceroy 26,500,000
67 AHT Salvigilant (3) 26,500,000
(3)
68 AHT Salvanguard 26,250,000
69 AHT Salviscount (3) 26,250,000
(3)
70 AHT Terasea Falcon 45,000,000
71 AHT Terasea Hawk (3) 45,000,000
(4)
72 Towing Tug Tenaga Maju 700,000
(4)
73 Deck/Tank Barge Maritime East 1,100,000
74 Deck/Tank Barge Maritime Hope (4) 1,100,000
(5)
75 AHT Terasea Eagle (Hull 78) 45,000,000

Notes:

(1) Owned by our joint venture, PT. Win Offshore.

(2) Owned by our joint venture, Nimitrans Pte. Ltd.

(3) Owned by our joint venture, POSH Terasea Pte. Ltd. and its subsidiaries.

(4) Owned by our joint venture, PT. Mandiri Abadi Maritim.

(5) Chartered by our joint venture, POSH Terasea Pte. Ltd.s subsidiary, as a charterer on a long-term charter (and on
that basis, the vessel is accounted for as a vessel owned by our joint venture).

Offshore Accommodation

Charter-free Value
No. Vessel Type Current Name
(US$)
Accommodation
76 PAC Bintan 18,500,000
Vessel
Accommodation
77 POSH Bali 17,000,000
Vessel
Accommodation
78 POSH Bangka 17,100,000
Vessel
Accommodation
79 PW Natuna (1) 23,000,000
Vessel
Accommodation Jasa Setia (to be renamed
80 17,100,000
Vessel POSH Bawean) (2)

Notes:

(1) Owned by our joint venture, Pacific Workboats Pte. Ltd.

(2) This vessel is undergoing conversion into an accommodation vessel and is chartered back from our joint venture,
PT. Mandiri Abadi Maritim, on a long-term charter.

13
Harbour Services and Emergency Response

Charter-free Value
No. Vessel Type Current Name
(US$)
Utility/Emergency
81 Salvixen 250,000
Support
82 Workboat Work Boat I 185,000
Utility/Emergency
83 Salvern 250,000
Support
84 ASD Tug POSH Humility 6,450,000
85 Harbour Tug POSH Harvest 4,900,000
86 ASD Tug POSH Helper 6,500,000
87 Harbour Tug PW Rapi 460,000
88 Harbour Tug PW Rajin 460,000
89 Harbour Tug Intan 675,000
90 Harbour Tug Ikhlas 675,000
91 Crane Barge Semco L301 1,100,000
92 Crane Barge Semco L88 450,000
93 Crane Barge PW L-1501 (1) 2,500,000
(1)
94 Crane Barge PW L-801 13,000,000
ASD Tug/
95 PW Tekun (1) 3,650,000
Harbour Tug
ASD Tug/
96 PW Teguh (1) 3,850,000
Harbour Tug
ASD Tug/
97 PW Tegap (1) 3,650,000
Harbour Tug
ASD Tug/
98 PW Tegas (1) 3,850,000
Harbour Tug
ASD Tug/Harbour
99 PW Zeta (1) 3,950,000
Tug
ASD Tug/
100 PW Gamma (1) 5,150,000
Harbour Tug
ASD Tug/
101 PW Kappa (1) 5,150,000
Harbour Tug
102 Utility Tug PW Resource (1) 2,800,000
103 Utility Tug PW Reliance (1) 4,000,000
ASD Tug/
104 PW Iota (1) 5,000,000
Harbour Tug
ASD Tug/
105 PW Lambda (1) 5,000,000
Harbour Tug
ASD Tug/
106 PW Tenang (1) 5,000,000
Harbour Tug

14
Charter-free Value
No. Vessel Type Current Name
(US$)
ASD Tug/
107 PW Tenaga (1) 5,000,000
Harbour Tug
ASD Tug/
108 PW Teraju (1) 5,200,000
Harbour Tug
ASD Tug/
109 PW Tepat (1) 5,200,000
Harbour Tug
ASD Tug/
110 Sea Basset (2) 1,500,000
Harbour Tug
ASD Tug/
111 PW Benar (1) 5,650,000
Harbour Tug
ASD Tug/
112 PW Berani (1) (Hull PX 1026) 5,650,000
Harbour Tug

Notes:
(1) Owned by our joint venture, Pacific Workboats Pte. Ltd.
(2) Owned by our joint venture, PT. Win Offshore.

(1)
Vessels to be delivered

Charter-free Value
No. Vessel Type Current Name
(US$)
Accommodation
POSH Endurance (Hull PX
113 vessel Light 43,000,000
1020)
Construction Vessel
Accommodation
POSH Endeavour (Hull PX
114 vessel Light 43,000,000
1021)
Construction Vessel
WINPOSH Ready(2) (Hull PX
115 AHTS 22,000,000
1022)
116 AHTS POSH Radiant (Hull PX 1023) 22,000,000
Semi Submersible
117 Accommodation POSH Xanadu (Hull C1213) 240,000,000
Vessel
Semi Submersible
118 Accommodation POSH Arcadia (Hull C1318) 240,000,000
Vessel
Accommodation
POSH Enterprise (Hull PX
119 vessel Light 43,000,000
1031)
Construction Vessel
120 AHTS Hull PX 1032 22,000,000
ASD Tug/Harbour
121 Hull PX 1033 5,650,000
Tug
ASD Tug/Harbour
122 Hull PX 1035 5,650,000
Tug
123 AHT Terasea Osprey (Hull 79)(3) 45,000,000
ASD Tug/Harbour
124 PW Tetap (Hull PX 1029) (4) 5,350,000
Tug

15
Charter-free Value
No. Vessel Type Current Name
(US$)
ASD Tug/Harbour
125 PW Tangkas (Hull PX 1030) (4) 5,350,000
Tug

Notes:

(1) Excluding one vessel that is undergoing conversion into an accommodation vessel. See Offshore Accommodation
above.

(2) As of the Latest Practicable Date, the construction of the vessel has been completed and the vessel has been
delivered and is owned by our joint venture, PT. Win Offshore.
(3) As of the Latest Practicable Date, the construction of the vessel has been completed and the vessel has been
delivered and is chartered by our joint venture, POSH Terasea Pte. Ltd.s subsidiary, as a charterer on a long-term
charter (and on that basis, the vessel is accounted for as a vessel owned by our joint venture).

(4) Under construction and pending delivery to our joint venture, Pacific Workboats Pte. Ltd.

Company Background
Our Company was incorporated in Singapore on March 7, 2006 under the Companies Act as a
private company limited by shares under the name of PACC Offshore Pte. Ltd. On October 23,
2007, we changed our name to PACC Offshore Services Holdings Pte. Ltd. On April 2, 2014, we
were converted into a public company limited by shares and changed our name to PACC Offshore
Services Holdings Ltd.
Our telephone number is (65) 6733 3500 and our facsimile number is (65) 6738 9300. Our website
address is http://www.posh.com.sg. Information contained on our website is not incorporated by
reference into, and does not form part of, this Prospectus.

16
THE OFFERING

Our Company . . . . . . . . . . . . . . . . . . . PACC Offshore Services Holdings Ltd., a company


incorporated under the laws of Singapore.

Offering Shares . . . . . . . . . . . . . . . . . 252,020,000 ordinary shares of our Company.

Offering . . . . . . . . . . . . . . . . . . . . . . . Consists of the International Offering and the Public


Offering, each as described below.

International Offering . . . . . . . . . . . . . 212,020,000 Offering Shares are being offered by way of


an international placement to investors, including
institutional and other investors in Singapore, pursuant
to the Offering.

The Offering Shares have not been, and will not be,
registered under the Securities Act and, accordingly,
may not be offered or sold within the United States. The
Offering Shares are only being offered and sold outside
the United States in offshore transactions as defined in,
and in reliance on, Regulation S. These Offering Shares
will, subject to certain conditions, be underwritten by the
Joint Issue Managers, Bookrunners and Underwriters at
the Offering Price.

Public Offering . . . . . . . . . . . . . . . . . . 40,000,000 Offering Shares are being offered at the


Offering Price by way of an offering to the public in
Singapore.

These Offering Shares will, subject to certain conditions,


be underwritten by the Joint Issue Managers,
Bookrunners and Underwriters at the Offering Price.

Reserved Shares . . . . . . . . . . . . . . . . 25,200,000 Offering Shares out of the Offering Shares in


the International Offering have been reserved for the
directors, management, employees and business
associates of our Company, our subsidiaries and our
joint ventures, and KSL and its subsidiaries (including
PCL and its subsidiaries) who have contributed to our
success to be determined by us at our sole discretion.
The Reserved Shares will be offered on the same terms
as the other Offering Shares in the International Offering.
In the event that any of such Reserved Shares are not
fully taken up, they will be available to satisfy over-
subscription (if any) for Offering Shares in the
International Offering and/or the Public Offering.

17
Cornerstone Investors . . . . . . . . . . . . At the same time as but separate from the Offering, each
of the Cornerstone Investors has entered into a
cornerstone subscription agreement with our Company
to subscribe for an aggregate of 85,605,000 new Shares
at the Offering Price, conditional upon the Management
and Underwriting Agreement and Placement Agreement
having been entered into and not having been
terminated pursuant to their terms on or prior to the
Listing Date.

Clawback and Re-allocation. . . . . . . . Offering Shares may be re-allocated between the


International Offering and the Public Offering, at the
discretion of the Joint Issue Managers, Bookrunners and
Underwriters in consultation with our Company.

Offering Price . . . . . . . . . . . . . . . . . . . S$1.15 for each offering share. Investors are required to
pay the Offering Price in Singapore dollars.

Purchasers and/or subscribers of the Offering Shares under


the International Offering may be required to pay an
additional brokerage fee of up to 1.0% of the Offering Price.

Use of Proceeds . . . . . . . . . . . . . . . . Based on the Offering Price per Offering Share of


S$1.15, the net proceeds from the Offering and the issue
of the Cornerstone Shares, assuming the Over-allotment
Option is not exercised and after deducting the
commissions and other estimated offering expenses
payable by us (estimated to be approximately S$13.4
million, or approximately 3.5% of the gross proceeds
from the Offering and the issue of the Cornerstone
Shares), are estimated to be approximately S$374.8
million. We will not receive any of the net proceeds from
the exercise of the Over-allotment Option granted by the
Over-allotment Option Provider.

We intend to use all of the net proceeds received by us


from the Offering and from the issue of the Cornerstone
Shares to repay part of the outstanding amounts under
our revolving facilities which have been used for our
working capital and capital expenditure. Please see
further details on such facilities in Managements
Discussion and Analysis of Financial Condition and
Results of Operations Description of Material
Indebtedness, including the maturity of such
indebtedness.

Pending the deployment of our net proceeds from the


Offering and the issue of the Cornerstone Shares as
aforesaid, the funds may be used for working capital
purposes, placed in short-term deposits with banks or
financial institutions or invested in money market
instruments as we may deem fit.

See Use of Proceeds.

18
Application Procedures for
Public Offering . . . . . . . . . . . . . . . . . . Investors applying for Offering Shares under the Public
Offering must follow the application procedures set forth
in Appendix G Terms, Conditions and Procedures for
Application for and Acceptance of the Offering Shares in
Singapore. Applications must be paid for in Singapore
dollars. The minimum initial application is for 1,000
Offering Shares. An applicant may apply for a larger
number of Offering Shares in integral multiples of 1,000
Offering Shares.

Over-allotment Option . . . . . . . . . . . . In connection with the Offering, the Over-allotment


Option Provider has granted the Stabilising Manager,
acting on behalf of the Joint Issue Managers,
Bookrunners and Underwriters, the Over-allotment
Option, exercisable in whole or in part on one or more
occasions from the Listing Date until the earlier of (i) the
date falling 30 days from the Listing Date, or (ii) the date
when the Stabilising Manager or its appointed agent has
bought, on the SGX-ST, an aggregate of 46,125,000
Shares, representing approximately 18.3% of the total
Offering Shares, to undertake stabilising actions, to
purchase from PCL up to an aggregate of 46,125,000
Additional Shares (representing 18.3% of the total
Offering Shares) at the Offering Price, solely to cover the
over-allotment of the Offering Shares, if any. The
exercise of the Over-allotment Option will not increase
the total number of issued Shares immediately after
completion of the Offering.

Unless we indicate otherwise, all information in this


Prospectus assumes that the Over-allotment Option is
not exercised. See Plan of Distribution Over-allotment
Option.

19
Lock-up . . . . . . . . . . . . . . . . . . . . . . . PCL and Lightwell Shipping Inc. have each given an
undertaking to the Joint Issue Managers, Bookrunners
and Underwriters that they will not, without the prior
written consent of the Joint Issue Managers,
Bookrunners and Underwriters (such consent not to be
unreasonably withheld or delayed), directly or indirectly
offer, sell or otherwise dispose of their Shares,
comprising 1,111,306,065 Shares held directly by PCL
and 314,709,645 Shares held directly by Lightwell
Shipping Inc. (as well as such number of Offering Shares
to be subscribed for by Lightwell Shipping Inc.), for a
period of six months after the Listing Date. The foregoing
lock-up restrictions shall not apply to (i) any transfer of
Shares by PCL to its parent company (being a company
that holds a direct or indirect interest over the entire
issued share capital of PCL), provided that such parent
company shall provide a similar undertaking in respect of
any Shares subject to such transfer; (ii) any Shares sold
by PCL pursuant to the Over-allotment Option granted by
PCL to the Stabilising Manager; and (iii) the transfer of
Shares pursuant to the Share Lending Agreement (as
defined and described in Plan of Distribution), provided
that these restrictions will apply to the Shares returned to
PCL pursuant to the Share Lending Agreement.

PCL has also given an undertaking to the Joint Issue


Managers, Bookrunners and Underwriters that, subject
to the transfer of any of the 15,843,750 Shares, which
are held by certain of KSLs group employees, to PCL
pursuant to the exercise of the right by PCL to have any
of such Shares transferred to itself or to its order (as
described in Principal Shareholders), they will not,
without the prior written consent of the Joint Issue
Managers, Bookrunners and Underwriters (such consent
not to be unreasonably withheld or delayed), directly or
indirectly offer, sell or otherwise dispose of any of such
Shares subject to such transfer for a period of six months
after the Listing Date. The foregoing lock-up restrictions
shall not apply to (i) any transfer of Shares by PCL to its
parent company (being a company that holds a direct or
indirect interest over the entire issued share capital of
PCL), provided that such parent company shall provide a
similar undertaking in respect of any Shares subject to
such transfer; (ii) any Shares sold by PCL pursuant to the
Over-allotment Option granted by PCL to the Stabilising
Manager; and (iii) the transfer of Shares pursuant to the
Share Lending Agreement (as defined and described in
Plan of Distribution), provided that these restrictions
will apply to the Shares returned to PCL pursuant to the
Share Lending Agreement.

20
MBC has given an undertaking to the Joint Issue
Managers, Bookrunners and Underwriters that they will
not, without the prior written consent of the Joint Issue
Managers, Bookrunners and Underwriters (such consent
not to be unreasonably withheld or delayed), directly or
indirectly offer, sell or otherwise dispose of their shares
of Lightwell Shipping Inc. for a period of six months after
the Listing Date.

KSL has given an undertaking to the Joint Issue


Managers, Bookrunners and Underwriters that:

they will not, without the prior written consent of the


Joint Issue Managers, Bookrunners and
Underwriters (such consent not to be unreasonably
withheld or delayed), directly or indirectly offer, sell
or otherwise dispose of their shares of PCL for a
period of six months after the Listing Date. The
foregoing lock-up restrictions shall cease to apply if
PCL ceases to hold (a) any of the 1,111,306,065
Shares held directly by PCL or (b) any of the
15,843,750 Shares, which are held directly by
certain of KSLs group employees and which are
transferred to PCL pursuant to the exercise of the
right by PCL to have any of such Shares transferred
to itself or to its order (as described in Principal
Shareholders), pursuant to any transfer of such
Shares by PCL to its parent company as further
described above;

subject to the transfer of any of the 1,127,149,815


Shares held directly by PCL to KSL as further
described above, they will not, without the prior
written consent of the Joint Issue Managers,
Bookrunners and Underwriters (such consent not to
be unreasonably withheld or delayed), directly or
indirectly offer, sell or otherwise dispose of any of
such Shares subject to such transfer for a period of
six months after the Listing Date;

subject to the transfer of any of the 15,843,750


Shares, which are held directly by certain of KSLs
group employees, to KSL pursuant to the exercise
of the right by KSL to have any of such Shares
transferred to itself or to its order (as described in
Principal Shareholders), they will not, without the
prior written consent of the Joint Issue Managers,
Bookrunners and Underwriters (such consent not to
be unreasonably withheld or delayed), directly or
indirectly offer, sell or otherwise dispose of any of
such Shares subject to such transfer for a period of
six months after the Listing Date; and

21
they will not register any transfer of KSL shares to
any person who is not a shareholder of KSL as at
the date of such undertaking for a period of six
months after the Listing Date.

Certain of KSLs group employees have each given an


undertaking to the Joint Issue Managers, Bookrunners
and Underwriters that they will not, without the prior
written consent of the Joint Issue Managers,
Bookrunners and Underwriters (such consent not to be
unreasonably withheld or delayed), directly or indirectly
offer, sell or otherwise dispose of an aggregate of
27,975,000 Shares for a period of six months after the
Listing Date. These employees include certain of our
Directors (namely, Mr. Seow Kang Hoe, Gerald, Mr. Teo
Joo Kim and Mr. Wu Long Peng) and certain of our
Executive Officers (namely, Mr. Lee Keng Lin, Mr. Chai
Ulva, Mr. Ng Eng Khin and Mr. Sim Hee Ping). Such
Shares relate to the Shares transferred by PCL in 2013
to such persons pursuant to the exercise of options
granted by PCL to such persons. The foregoing lock-up
restrictions shall not apply to any transfer of any of the
15,843,750 Shares, which are held by certain of KSLs
group employees, to PCL or, as the case may be, KSL
pursuant to the exercise of the right by PCL or, as the
case may be, KSL to have any of such Shares
transferred to itself or to its order (as described in
Principal Shareholders), provided that PCL or, as the
case may be, KSL shall provide a similar undertaking in
respect of any Shares subject to such transfer.

The Cornerstone Investors are not subject to any lock-up


restrictions in respect of their shareholdings.

Stabilisation . . . . . . . . . . . . . . . . . . . . In connection with the Offering, the Stabilising Manager


or its appointed agent may over-allot Shares or effect
transactions which may stabilise or maintain the market
price of our Shares at levels above those that would
otherwise prevail in the open market. Such transactions
may be effected on the SGX-ST and in other jurisdictions
where it is permissible to do so, in each case in
compliance with all applicable laws and regulations,
including the Securities and Futures Act and any
regulations thereunder. However, we cannot assure you
that the Stabilising Manager or its appointed agent will
undertake stabilising action. Such transactions may
commence on or after the Listing Date and, if
commenced, may be discontinued at any time and shall
not be effected later than the earlier of (i) the date falling
30 days from the Listing Date, or (ii) the date when the
Stabilising Manager or its appointed agent has bought,
on the SGX-ST, an aggregate of 46,125,000 Shares,
representing approximately 18.3% of the total Offering
Shares, to undertake stabilising actions.

22
Dividend Policy. . . . . . . . . . . . . . . . . . Whilst we do not have a formal dividend policy, our Board
of Directors may from time to time consider paying
dividends in a manner that is in line with our financial
performance, after taking into consideration the factors
described in Dividend Policy to allow Shareholders to
participate in the profits of our Group. See Dividend
Policy.

Listing and Trading. . . . . . . . . . . . . . . Prior to the Offering, there was no public market for our
Shares. An application has been made to the SGX-ST for
permission to list all our issued Shares, the Offering
Shares, the Cornerstone Shares, the Additional Shares,
the Option Shares and the Performance Shares on the
Mainboard of the SGX-ST. Such permission will be
granted when our Shares have been admitted to the
Official List of the SGX-ST. Acceptance of applications for
the Offering Shares will be conditional upon, among
others, permission being granted by the SGX-ST to deal in
and for quotation of all our issued Shares, the Offering
Shares, the Cornerstone Shares, the Additional Shares,
the Option Shares and the Performance Shares. Our
Company has not applied to any other exchange to list our
Shares.

Our Shares are expected to commence trading on a


ready basis at 9.00 a.m. on April 25, 2014 (Singapore
time). See Indicative Timetable.

Our Shares will, upon their listing and quotation on the


SGX-ST, be traded on the SGX-ST under the book-entry
(scripless) settlement system of The Central Depository
(Pte) Limited (CDP). Dealing in and quotation of our
Shares will be in Singapore dollars. Our Shares will be
traded in board lots of 1,000 Shares.

Settlement . . . . . . . . . . . . . . . . . . . . . Our Company expects to receive payment for all the


Offering Shares in the Offering on or around April 25,
2014. Delivery of the global share certificates
representing the Offering Shares to CDP for deposit into
the securities accounts of successful applicants is
expected to be made on or about April 25, 2014.

Risk Factors . . . . . . . . . . . . . . . . . . . . You should carefully consider certain risks connected


with an investment in our Shares, as discussed under
Risk Factors.

23
Indicative Timetable

An indicative timetable for trading in our Shares is set forth below for the reference of applicants
for the Offering Shares:

Date and time (Singapore) Event

April 17, 2014, at 5.00 p.m. Opening date and time for the Public Offering.

April 23, 2014, at 12.00 noon Closing date and time for the Public Offering.

April 24, 2014 Balloting of applications in the Public Offering, if necessary.


Commence returning or refunding of application monies to
unsuccessful or partially successful applicants, if necessary.

April 25, 2014, at 9.00 a.m. Commence trading on a ready basis.

April 30, 2014 Settlement date for all trades done on a ready basis on
April 25, 2014.

The above timetable is indicative only and is subject to change. The above timetable and
procedures may also be subject to such modifications as the SGX-ST may in its discretion decide,
including the commencement date of trading on a ready basis. It assumes: (i) that the closing of
the Public Offering is April 23, 2014, (ii) that the date of admission of our Company to the Official
List of the SGX-ST is April 25, 2014, and (iii) compliance with the SGX-STs shareholding spread
requirement. All dates and times referred to above are Singapore dates and times.

We, may at our discretion, in consultation with the Joint Issue Managers, Bookrunners and
Underwriters and subject to all applicable laws and regulations and the rules of the SGX-ST, agree
to extend or shorten the period during which the Offering is open, provided that the Public Offering
may not be less than two Market Days (as defined herein).

In the event of the extension or shortening of the time period during which the Offering is open,
we will publicly announce the same:

(a) through a SGXNET announcement to be posted on the Internet at the SGX-ST website
http://www.sgx.com; and/or

(b) in one or more major Singapore newspapers such as The Straits Times, The Business Times
and Lianhe Zaobao.

Investors should consult the SGX-ST announcement on the ready listing date on the Internet at
the SGX-ST website, or the newspapers, or check with their brokers on the date on which trading
on a ready basis will commence.

We will provide details of and the results of the Public Offering through SGXNET and/or in one or
more major Singapore newspapers, such as The Straits Times, The Business Times and Lianhe
Zaobao.

We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any
application for the Offering Shares, without assigning any reason therefor, and no enquiry and/or
correspondence on our decision will be entertained. In deciding the basis of allocation, due
consideration will be given to the desirability of allocating the Offering Shares to a reasonable
number of applicants with a view to establishing an adequate market for our Shares.

24
In respect of an application made under the Public Offering, where any such application is
rejected, the full amount of the application monies will be refunded (without interest or any share
of revenue or other benefit arising therefrom) to the applicant, at his own risk, within 24 hours after
the balloting of applications (provided that such refunds are made in accordance with the
procedures set forth in Appendix G Terms, Conditions and Procedures for Application for and
Acceptance of the Offering Shares in Singapore).

In respect of an application made under the Public Offering, where any such application is
accepted in part only, any balance of the application monies will be refunded (without interest or
any share of revenue or other benefit arising therefrom) to the applicant, at his own risk, within 14
Market Days after the close of the Public Offering (provided that such refunds are made in
accordance with the procedures set forth in Appendix G Terms, Conditions and Procedures for
Application for and Acceptance of the Offering Shares in Singapore).

Applications and acceptances under the Placement will be determined by the Joint Issue
Managers, Bookrunners and Underwriters in consultation with us.

Where the Offering does not proceed for any reason, the full amount of application monies
received pursuant to an application made under the Public Offering (without interest or any share
of revenue or other benefit arising therefrom) will be returned within three Market Days after the
Public Offering is discontinued (provided that such refunds are made in accordance with the
procedures set forth in Appendix G Terms, Conditions and Procedures for Application for and
Acceptance of the Offering Shares in Singapore).

25
SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following summary consolidated financial data should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of Operations and
our audited consolidated financial statements for the years ended December 31, 2011, 2012 and
2013 and related notes thereto, all of which are included elsewhere in this Prospectus.

Summary consolidated statements of comprehensive income

Year ended December 31,


2011 2012 2013
(US$000) (US$000) (US$000)
(audited) (audited) (audited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,950 242,966 237,263
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (185,542) (181,892) (164,872)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,408 61,074 72,391


Other operating income . . . . . . . . . . . . . . . . . . . . . 17,721 40,447 50,379
Distribution costs . . . . . . . . . . . . . . . . . . . . . . . . . . (1,369) (1,222) (1,613)
General and administrative expenses . . . . . . . . . . (23,761) (29,047) (31,686)
Other operating expenses . . . . . . . . . . . . . . . . . . . (6,522)
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,451) (13,163) (12,963)
Share of joint ventures results . . . . . . . . . . . . . . . (5,065) (3,629) 850

Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . 25,961 54,460 77,358


Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257 (940) (3,987)

Net profit for the year, representing total


comprehensive income attributable to
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,218 53,520 73,371

Earnings per share (cents per share)


Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.18 4.46 6.02
Diluted (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.18 4.33 4.95
(3)
Adjusted ............................... 1.70 3.40 4.03

Notes:

(1) For comparative purposes, basic earnings per share have been computed based on the weighted average number
of Shares in the pre-Offering share capital of our Company, being 1,201,125,000 Shares, 1,201,125,000 Shares and
1,218,077,000 Shares (after the Share Split and Consolidation) in each of the years ended December 31, 2011,
2012 and 2013, respectively.
(2) For comparative purposes, diluted earnings per share have been computed based on the weighted average number
of Shares in the pre-Offering share capital of our Company, being 1,201,125,000 Shares, 1,236,570,000 Shares and
1,482,375,000 Shares (after the Share Split and Consolidation) in each of the years ended December 31, 2011,
2012 and 2013, respectively.

(3) For comparative purposes, adjusted earnings per share have been computed based on the weighted average
number of Shares in the post-Offering share capital of our Company, being 1,538,750,000 Shares, 1,574,195,000
Shares and 1,820,000,000 Shares (after the Share Split and Consolidation) following the completion of the Offering
and the issue of the Cornerstone Shares in each of the years ended December 31, 2011, 2012 and 2013,
respectively.

26
Summary statements of financial position

As at December 31,
2011 2012 2013
(US$000) (US$000) (US$000)
(audited) (audited) (audited)
Assets
Non-current assets
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295,303 295,303 295,303
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734,181 768,741 1,037,610
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602 327 251
Loans to joint ventures . . . . . . . . . . . . . . . . . . . . . . . 191,197
Interest in joint ventures . . . . . . . . . . . . . . . . . . . . . . 5,384 8,484 20,072
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,235 8,593 8,847
1,045,828 1,081,448 1,553,280
Current assets
Consumables . . . . . . . . . . . . . . . . . . . . . . . ....... 8,905 5,979 1,265
Receivables and other current assets . . . . . . ....... 65,298 63,849 67,845
Amounts owing from joint ventures and fellow
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,822 208,084 90,170
Loans to joint ventures . . . . . . . . . . . . . . . . . . . . . . . 17,482 22,656 26,089
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,941 5,937
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . 498 517 10,552
257,946 307,022 195,921
Fixed assets classified as held-for-sale . . . . . . . . . . . . 10,677 24,320
257,946 317,699 220,241
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,303,774 1,399,147 1,773,521
Equity and liabilities
Equity attributable to shareholders . . . . . . . . . . . . .
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380,975 380,975 530,975
Accumulated profits . . . . . . . . . . . . . . . . . . . . . . . . . . 213,049 266,569 333,022
Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298 14,970 298
594,322 662,514 864,295
Non-current liabilities
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000 300,000
Redeemable convertible preference shares . . . . . . . . . 135,328
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . 94 178 166
94 435,506 300,166
Current liabilities
Payables and accruals. . . . . . . . . . . . . . . ......... 71,396 50,336 62,089
Advances received from customers . . . . . . ......... 12,778
Amounts owing to joint ventures and fellow
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,698 23,850 23,367
Amounts owing to holding companies . . . . . . . . . . . . . 182 1,268 649
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,590 225,325 507,426
Provision for taxation . . . . . . . . . . . . . . . . . . . . . . . . . 1,492 348 2,751
709,358 301,127 609,060
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 709,452 736,633 909,226
Net current (liabilities)/assets . . . . . . . . . . . . . . . . . (451,412) 16,572 (388,819)
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 594,322 662,514 864,295
Total equity and liabilities . . . . . . . . . . . . . . . . . . . . 1,303,774 1,399,147 1,773,521

27
Summary consolidated statements of cash flow

Year ended December 31,


2011 2012 2013
(US$000) (US$000) (US$000)
(audited) (audited) (audited)
Net cash generated from operating activities . . . . 85,877 65,676 135,217
Net cash (used in) investing activities . . . . . . . . . . (264,612) (128,756) (405,056)
Net cash generated from financing activities . . . . . 176,559 63,099 279,874

Net (decrease)/increase in cash


and cash equivalents . . . . . . . . . . . . . . . . . . . . . (2,176) 19 10,035
Cash and cash equivalents
at beginning of year . . . . . . . . . . . . . . . . . . . . . . 2,674 498 517

Cash and cash equivalents at end of year . . . . . . 498 517 10,552

28
RISK FACTORS

An investment in our Shares involves significant risks. Prospective investors should consider the
risks described below before making an investment decision. Additional risks not presently known
to us or that we currently deem immaterial may also impair our business operations. Our business,
financial condition, results of operations and prospects may be materially and adversely affected
by any of these risks. The trading price and value of our Shares could decline due to any of these
risks and you may lose all or part of your investment.

This Prospectus also contains forward-looking statements which involve risks and uncertainties.
The actual results of our operations could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks we face as described
below and elsewhere in this Prospectus. See Forward-Looking Statements.

Before deciding to invest in our Shares, prospective investors should seek professional advice
from their advisors about their particular circumstances.

Risks Relating to Our Business and Operations

Our fleet optimisation programme as well as continuing maintenance for our fleet will
require significant capital expenditure.

We operate in a capital intensive industry, which requires substantial levels of funding. We have
a fleet optimisation programme, comprising fleet renewal initiatives (which are focused on
maintaining or improving the average age of our existing fleet and upgrading vessel
specifications) and fleet re-profiling initiatives (which are focused on acquiring or building new
vessels to optimise the number and mix of vessels within the fleet in response to changes in
market dynamics and for future growth). As of the Latest Practicable Date, we have on order and
scheduled for delivery 15 vessels, comprising two deck cargo barges, two ASD harbour tugs,
three DP2 accommodation vessels, three DP2 AHTS, two DP3 SSAVs, and three vessels which
our joint ventures have on order. In addition, we have one vessel that is undergoing conversion
into an accommodation vessel. Please see Business Vessels to be Delivered for further
details. These require significant capital expenditure (being capital expenditure incurred mainly
with respect to the acquisition of new vessels and conversion of existing vessels) and we will incur
depreciation expense over the useful life of the corresponding assets. Please see Managements
Discussion and Analysis of Financial Condition and Results of Operations Capital Expenditures
and Divestments for further details on the capital expenditures of our Company and our
subsidiaries on vessels and vessels under construction for the years ended December 31, 2011,
2012 and 2013. We intend to fund our fleet expansion through borrowings under credit facilities
from our lenders, our cash on hand and cash flow from operations. Our long-term capital
requirements may increase significantly in the future, which may require us to raise more capital
or incur additional indebtedness. Any increase in our indebtedness may also result in increased
interest costs. For further information on our indebtedness, see Managements Discussion and
Analysis of Financial Condition and Results of Operations Description of Material
Indebtedness.

In addition, significant expenditure is required to maintain the quality of our vessels in the long
term. Our maintenance-related expenditure includes the cost of repairs, surveys, dry-docking and
modifying existing vessels to the extent that such expenditure is incurred to maintain or upgrade
the operating capacity or capability of our fleet. We incurred expenses relating to the maintenance
and repair of our vessels of US$5.4 million, US$6.8 million and US$5.8 million for the years ended
December 31, 2011, 2012 and 2013, respectively. Such expenses are accounted for as part of our
vessel operating expenses. In addition, dry-docking expenses in respect of our vessels amounted
to US$2.8 million, US$6.3 million and US$3.4 million for the years ended December 31, 2011,
2012 and 2013, respectively. Our vessels are docked periodically for repairs and renewals of class

29
certifications. Vessels may also need to be docked in the event of accidents or other unforeseen
damage. For further information on our capital expenditure, see Managements Discussion and
Analysis of Financial Condition and Results of Operations Capital Expenditures and
Divestments.

Our maintenance-related expenditure may increase as a result of a variety of factors, including:

increases in the cost of labour, materials and spare parts;

changes in customer requirements;

increases in the size of our fleet;

technical developments for equipment;

defects and deficiencies of the vessels;

changes in governmental regulations and maritime self-regulatory organisation standards


relating to safety, security or the environment; and

changes in competitive standards.

We cannot assure you that we will have sufficient capital resources, including, among others, cash
on hand, cash flow from operations and available borrowings under our credit facilities, to build,
acquire, modify and repair our vessels and equipment required to expand or to maintain our
current fleet size and configuration. Additionally, the inability to obtain sufficient financing or the
inability of one or more of our lenders to provide committed funding could adversely affect our
ability to complete our fleet optimisation programme.

We cannot assure you that market conditions and/or other factors will allow us to obtain future
financing on terms acceptable to us, or at all. Our ability to arrange financing and the costs of such
financing are dependent on numerous factors, including general economic and capital market
conditions, credit availability from banks, the continued success of our operations and other laws
that impact our ability to raise capital. If we are unable to raise adequate capital in a timely manner
and on acceptable terms, or at all, our business prospects, financial condition and results of
operations could be adversely affected. Further, if we decide to raise additional funds through the
issuance of equity or equity-linked instruments, your interests as our Shareholder will be diluted.
If we decide to meet our capital requirements through debt financing, our interest obligations will
increase and we may be subject to additional restrictive covenants.

We have experienced and may continue to experience negative working capital and we may
incur substantial indebtedness in the future as a result of our strategy of expanding our
fleet.

We had negative working capital of US$451.4 million and US$388.8 million as at December 31,
2011 and December 31, 2013, respectively. This is primarily due to the manner in which we funded
our vessel-related capital expenditures during the years ended December 31, 2011 and 2013. To
fund these costs, we have relied on equity capital, cash flows from operations and bank
borrowings. Such bank borrowings were drawn under our credit facilities, of which 68.4% is
uncommitted and subject to annual review (Annual Renewable Facilities) while the remaining
31.6% is committed for a fixed term (Term Facilities) as at December 31, 2013. Both the Annual
Renewable Facilities and the Term Facilities are revolving credit facilities. The amounts available
under the Annual Renewable Facilities are subject to annual review and generally carry lower
interest rates, while the amounts available under the Term Facilities are for three years, expiring
on December 30, 2015. The amounts drawn down under the uncommitted portion of our facilities

30
are subject to variation, reduction or cancellation by the lenders at any time, whereupon such
amounts shall become due and payable. If our Annual Renewable Facilities are not renewed by
their annual review deadline, such facilities will be deemed to be cancelled and all amounts
outstanding under these facilities would become due and payable at such time. As a greater
proportion of such bank borrowings were drawn against under the Annual Renewable Facilities
due to lower financing costs as compared to the financing costs under the Term Facilities, a
greater proportion of our bank borrowings are reported as current liabilities, hence resulting in
such negative working capital. There is no assurance that we may not continue to experience such
negative working capital. In addition, under our loan agreements, KSL is required to remain our
largest shareholder after our Listing (although no specific shareholding threshold is specified). For
further details on our capital expenditures and our bank borrowings, please see Managements
Discussion and Analysis of Financial Condition and Results of Operations Capital Expenditures
and Divestments and Managements Discussion and Analysis of Financial Condition and Results
of Operations Description of Material Indebtedness.

We have and will continue to have a significant amount of borrowings.

As of December 31, 2013, our total borrowings were US$807.4 million. We may incur additional
indebtedness in connection with future acquisitions, subject to limitations, under our existing loan
facilities or any future facilities we may enter into. A substantial level of debt could, among other
things:

impair our ability to obtain additional financing, if necessary, for working capital, capital
expenditures, acquisitions or other purposes on favourable terms, if at all;

require us to use a substantial portion of our cash from operations to make principal and
interest payments on our debt, reducing the funds that would otherwise be available for
operations, future business opportunities and dividends;

make us more vulnerable, as compared to competitors with less debt, to changing interest
rates, competitive pressures or a downturn in the marine offshore services market, in
particular, or the economy, in general; and

limit our flexibility in responding to changing business and economic conditions.

As we operate in a capital-intensive industry, we have historically required capital to acquire or


carry out improvement or upgrade work on our vessels and may require additional capital in the
future to fund the acquisition or construction of our vessels. In addition, unanticipated changes in
governmental regulation and safety or other equipment standards may require unanticipated
expenditures for modifications or the addition of new equipment.

Our ability to service our indebtedness will depend upon, among other things, our future business,
financial condition, cash flows and results of operations, which will be affected by prevailing
economic conditions and financial, business, regulatory and other factors, many of which are
beyond our control. If our operating cash flows are not sufficient to service our future
indebtedness, we will be forced to take action such as seeking additional equity capital, reducing
or not declaring dividends or other distributions, reducing or delaying acquisitions, investments or
capital expenditures, selling assets, restructuring or refinancing our debt, or seeking bankruptcy
protection.

31
Our charter rates and vessel utilisation ratios, as well as our ability to charter-out our
vessels, are dependent on the supply and demand for various marine offshore services in
the markets in which we operate. Any oversupply of vessels in these markets would likely
have a negative effect on the charter rates and vessel utilisation ratios for our vessels, our
ability to charter out our vessels as well as our operating margins.

Charter rates for offshore support vessels in the markets in which we operate is a function of the
supply of and demand for vessels in such markets. Excess vessel supply in the marine offshore
services industry may be caused by, among other factors, an increased order book for new
vessels, the completion and delivery of newly built vessels, the mobilisation of existing vessels
from one offshore market to other markets and the use of vessels specialised for one activity in
another activity.

There may be a large number of vessels currently under construction and industry participants
may have placed a large number of orders for new vessels to be delivered over the next few years.
We may be subject to increased competition from new vessels mobilising into regions in which we
operate. Any increase in the availability or the supply of offshore support vessels in the markets
where we presently operate would increase competition for charters and result in lower charter
rates and vessel utilisation ratios, and may also affect our ability to charter out our vessels, which
would adversely affect our operating margins and, in turn, results of operations.

Our results of operations and profitability may be adversely affected by our inability to
select or negotiate favourable charter contract terms and the failure to utilise our fleet at
profitable levels.

Our charter contracts with our customers are non-exclusive and cease upon the expiry dates of
the initial charter term, although in some instances, charterers may have sole discretion as to
whether they wish to extend the charter contracts following expiration of the initial charter term on
the same rates and conditions. Our customers may not renew their charter contracts with us or
continue to engage our services. In addition, our customers may terminate our services
prematurely by giving us notice in accordance with the terms of the contract or upon the
occurrence or non-occurrence of certain events (see Termination of our contracts or inability to
obtain contracts for our vessels for any significant period may adversely affect our financial
condition and results of operations). We cannot assure you that we will be successful in entering
into new charter contracts for vessels which we acquire in the future. Our ability to charter-out
vessels and re-charter vessels, and the charter rate under any renewal or replacement charter,
depend upon, among other things, the prevailing availability of charters and economic conditions
in the market at that time.

Although we generally endeavour to obtain favourable terms in contracts for our vessels, demand
and market conditions at the time of negotiating contracts for use of our vessels may result in us
having to accept less favourable terms. In addition, most of our contracts are awarded through a
competitive bidding process, which limits our ability to negotiate contract terms with our
customers. In some instances, we may also be required to use customer specific standard forms
of charter which may further affect our ability to negotiate such contract terms.

We, as well as our joint ventures, are exposed to the credit risks of our customers and
certain other third parties, and the non-performance or insolvency of these parties could
adversely affect our financial condition and results of operations.

We grant credit terms to certain of our customers and are therefore exposed to potential payment
delays and default by such customers. Any default, non-payment or non-performance by our
customers and certain other third parties or the failure by the shipyard to build or deliver vessels
currently under construction in a timely manner, or at all, could adversely affect our financial
condition and results of operations. Furthermore, some of our customers may be highly leveraged

32
and subject to their own operating and regulatory risks. We cannot guarantee that our customers
will make timely payments to us or that they will be able to fulfil their payment obligations to us.
For the years ended December 31, 2011, 2012 and 2013, 24.0%, 26.3% and 26.7%, respectively,
of our total revenues were contributed by our five largest customers (based on revenue
contribution in the respective year). For the years ended December 31, 2011, 2012 and 2013,
there have been no instances of default by our customers which have materially affected our
financial condition and results of operations. Please see Business Our Customers for further
details. Any major delay or default by one or more of these major customers could significantly
affect our revenues, and consequently, our cash flow and financial performance.

Our joint ventures are similarly exposed to the credit risks of their customers and certain other
third parties, and the non-performance of or insolvency of these customers and third parties could
adversely affect the results of our joint ventures and, in turn, our financial condition and results of
operations.

We and one of our joint ventures, Servicios Martimos Gosh, S.A.P.I. de C.V. (GOSH), have
chartered a total of eight vessels to Oceanografa, S.A. de C.V. (OSA), six of which have, in turn,
been chartered by OSA to the Petroleos Mexicanos group of companies (collectively, PEMEX),
which is a Mexican state-owned petroleum company involved in the oil and gas sector. Two
persons who hold interests (which may either be direct or indirect interests) in OSA also hold
interests in two of the shareholders of GOSH (who each have interest of 25% in GOSH). Save for
the foregoing, there are no relationships between the parties.

As at the Latest Practicable Date, the administration of OSA has been placed under the control
of the Mexican government, in connection with the Mexican governments investigations of OSA
over alleged fraud arising from billings charged by OSA to PEMEX. Whilst the charters of two
vessels by OSA from our Group have expired, the six vessels chartered by OSA from GOSH
continue to be deployed on charter to PEMEX. Save for major decisions which require unanimous
agreement among us and our joint venture partners of GOSH, on a day-to-day basis, our Group
manages the commercial and technical operations of GOSH (including the chartering of vessels).
To the best of our knowledge, none of the vessels of our Group and GOSH are involved in the
fraud allegations. None of our Directors and Executive Officers are involved in the fraud
allegations.

As at the Latest Practicable Date, there was outstanding charter hire for the charter of the vessels
due from OSA to our Group and GOSH in the amounts of US$1.9 million and US$16.4 million
respectively.

The abovementioned amount owing to GOSH relates to invoices prior to the establishment of an
irrevocable trust arrangement with OSA and PEMEX on August 8, 2013, pursuant to which PEMEX
will pay all charter hire invoiced by OSA into an irrevocable trust for the benefit of GOSH and our
Company. Although since the establishment of the trust, payments of such charter hire (arising
from invoices for the continuing deployment of the six vessels on charter to PEMEX) have been
made to the trust and subsequently distributed for, amongst others, payment of vessel operating
expenses, repayment of loan and interest owing by GOSH to our Company (which loan is further
described below) and payments to GOSH, there can be no assurance that there will be no
attempts by the creditors of OSA and the Mexican government to dispute the trust arrangement
and claim against charter hires paid or payable to the trust. In addition, the risk of default,
non-payment or non-performance by our customers or third parties described above would apply
equally to PEMEX and there is no assurance that PEMEX would not default in making payments
of such charter hire to OSA through the trust for any reason, including any attempt by PEMEX to
set off any such charter hire payable by it against any other amounts owing to it by OSA.

33
As our Group recognises our proportionate economic interests in GOSH and therefore accounts
for our proportionate share of the results of GOSH accordingly, in view of the uncertainties arising
from the state of affairs of OSA under the Mexican governments administration, we have made
an allowance of US$8.2 million for the year ended December 31, 2013, being our proportionate
share of GOSH relating to the US$16.4 million outstanding charter hire owing by OSA to GOSH.
Of the US$1.9 million outstanding charter hire due from OSA to our Group, we have made an
allowance of approximately US$0.5 million for the year ended December 31, 2013, being the
amount attributable to services and invoices pertaining to the said year, and we currently expect
to make an additional allowance of up to approximately US$1.4 million for the year ending
December 31, 2014, being the amount attributable to services and invoices rendered for the year.
Please also see Managements Discussion and Analysis of Financial Conditions and Results of
Operations Material Events After December 31, 2013 and Managements Discussion and
Analysis of Financial Conditions and Results of Operations Review of Operating Results Year
ended December 31, 2013 compared to year ended December 31, 2012. Although we intend to
apply to the administrator of OSA to recover such amounts owing, there can be no assurance that
we may be able to recover the amount, in full or in part, if at all.

Our Company has also granted a loan (of which the outstanding amount as at December 31, 2013
was US$109.8 million) to GOSH for the acquisition, modification and mobilisation of the six
vessels of GOSH which have been chartered to OSA. The loan was granted in view of the
unacceptable terms offered by the local banks in Mexico. There are no fixed repayment
instalments and the charter hire that is paid into the trust (referred to above) are paid back to our
Group and the net amount (after deducting commission, vessel operating expenses and taxes) is
applied against the loan. As security for the loan, we have share pledge agreements with the two
Mexican shareholders of GOSH (representing 50.0% interests in GOSH) and mortgages over the
six vessels owned by GOSH. Please see Summary Valuation for further details on the
valuation of the vessels owned by GOSH. To safeguard our interest, we have in March 2014
initiated legal actions to recover full repayment of the outstanding loan and interest payable to us,
including legal actions to enforce our rights under the share pledge agreements to require the sale
of the shares held by the two Mexican shareholders to such person as we may nominate whereby
the proceeds from such sale will be paid to us to reduce our loan to GOSH (as further described
in Managements Discussion and Analysis of Financial Conditions and Results of Operations
Material Events After December 31, 2013 and Business Legal Proceedings). There can be no
assurance that the security interest we have in respect of this loan will enable us to recover the
amount owing, in full or in part, if at all or that the enforcement of such security interest will not
give rise to any impairment in our investment in GOSH.

As matters pertaining to the administration and investigation of OSA are ongoing, we do not make
any assurances that there will not be other claims, losses or liabilities in connection with GOSH
or our other operations in Mexico.

Changes in technology may render our current vessel technology and equipment obsolete
or may require us to make substantial capital investment.

We operate in an industry that is highly technical and technology-based. The technological


standards of our vessels, equipment and machinery may change depending on the requirements
of the industry. We may also need to improve our technical knowledge and technological
capabilities as our customers undertake larger and more complex projects. The vessels,
equipment and processes that we currently use may become obsolete or less efficient compared
to more advanced technology vessels, equipment and processes that may be developed in the
future. If we are unable to meet our customers requirements, this may affect their confidence in
us and we may not be able to bid for charters on attractive terms. The cost of upgrading our
vessels or equipment or implementation of such advanced technology processes could be
significant and could adversely affect our results of operations and financial position. In addition,

34
any such new technology or vessel or equipment that we acquire may not function as expected
which in turn may have an adverse impact on our business, financial condition, results of
operations and prospects.

Our operations are international, and we are exposed to risks associated with operations
in various jurisdictions.

We are incorporated in Singapore, our vessels are flagged in Singapore and other jurisdictions
and our vessels are deployed and operate globally. As such, we are subject to international law
and to governmental regulations and safety and licensing standards in various jurisdictions. This
may cause us to incur additional expenditures and also requires management time and effort to
address.

Our customers, ship builders and suppliers are also located in different jurisdictions across the
world, particularly in Asia, Africa and Latin America, including without limitation Mexico, Brazil,
Angola, China and Indonesia. In case of any default or delay in payment or any other dispute with
any of these parties, we may need to initiate legal proceedings or take other appropriate actions.
Enforcement of arbital awards or court judgments in our favour or of our legal rights may be
difficult, time consuming or not possible at all in some of the jurisdictions in which are involved or
by virtue of the difficulties associated with enforcement across jurisdictions. An inability to
successfully enforce our legal rights in these jurisdictions could have a material adverse effect on
our financial condition and results of operations. See We, as well as our joint ventures, are
exposed to the credit risk of our customers and certain other third parties, and the non-
performance or insolvency of these parties could adversely affect our financial condition and
results of our operations for more information on developments with respect to our joint ventures
and other operations in Mexico.

Our operations are also influenced by economic and market conditions in various countries,
particularly in Asia, Africa and Latin America, including without limitation Mexico, Brazil, Angola,
China and Indonesia. These countries from time to time experience political, economic and social
instability, adversely affecting offshore E&P activity and the companies that operate in and service
that sector. Adverse developments in these markets may have a material adverse effect on our
business and revenues.

We may become dependent on a few significant customers for a large proportion of our
revenue.

We may become dependent on a small number of key customers for a significant portion of our
revenues. For the years ended December 31, 2011, 2012 and 2013, 24.0%, 26.3% and 26.7%,
respectively, of our total revenues came from our five largest customers (based on revenue
contribution in the respective year). For the years ended December 31, 2011, 2012 and 2013, the
number of customers we had that accounted for 5.0% or more of our total revenues were one, two
and three, respectively. Generally, our Company is not dependent on particular customers.
Customers who accounted for 5.0% or more of our total revenues in each year are not necessarily
recurring and the revenue from such customers may vary from year-to-year. Please see Business
Our Customers for further details, including the names of each customer that accounted for
5.0% or more of our total revenues for each of the years ended December 31, 2011, 2012 and
2013.

While it is normal for our customer base to change over time, if one or more of our key customers
is unable to honour their contracts or charters with us, terminates such contracts or charters or
decides not to contract for or charter our vessels in the future, we may be unable to obtain
contracts or charters on comparable terms or may become subject to the volatile spot market,
which is highly competitive and subject to significant price fluctuations and we could suffer a loss
of revenues that could adversely affect our business, financial condition and results of operations.

35
In addition, there are a limited number of customers and projects available in the markets in which
we operate. Our business is dependent on the decisions and actions of our customers, and there
are factors outside our control, which might result in the termination of a project or the loss of a
customer. A significant portion of our revenue may become attributable to a few significant
customers in the near future. The loss or financial difficulties of any of our significant customers,
or significant decreases in the volumes of work from these significant customers, would have an
adverse effect on our financial condition and profitability. For details, see Business Our
Customers.

Certain offshore markets are seasonal and depend, in part, on weather conditions. As a
result, our results of operations will vary throughout the year.

Certain offshore markets are affected by seasonal weather conditions. For example, business in
the South China Sea is adversely affected by the northeast monsoon from November to March and
in the Indian Ocean by the southwest monsoon from July to September. The vessel utilisation
ratios of our vessels operating in the affected areas are generally at their lowest during the
monsoon season. Although our vessels are not currently deployed there, the North Sea is another
offshore market affected by seasonality, where winter weather conditions hinder operations.
Operations in any market may, however, be affected by unusually long or short offshore
construction seasons due to, among other things, abnormal weather conditions, as well as market
demand associated with increased development activities. Accordingly, the results of any given
period are not necessarily indicative of annual results or continuing trends, and may vary.

Termination of our contracts or inability to obtain contracts for our vessels for any
significant period may adversely affect our financial condition and results of operations.

Certain of our vessels operate under short-term charters. The initial term of some of our charter
contracts may be extended on one or more occasions, at the option of our customers.

Our vessel charters are subject to early termination by our customers under certain conditions,
such as defaults by the parties, force majeure events, our failure to commence our services on
schedule, the loss or destruction of the vessel and breach of any material provision by us of the
charter contract. While some of these contracts have early termination penalties or other
provisions designed to discourage our customers from exercising such termination rights, we
cannot assure you that our customers would not choose to exercise their termination rights in spite
of such penalties. Additionally, customers without contractual termination rights may nevertheless
choose to terminate their contracts despite the possibility of litigation. The rates payable under the
charters may also be reduced or suspended for various reasons, including non-performance by
us, the lay-up of the vessel at the charterers option, request for suspension by the charterer, loss
or seizure of a vessel, events of force majeure or any other reasons which render the vessel
unavailable for duties for specified periods of time.

Upon the termination of any of our contracts, we cannot assure you that we will be able to obtain
other contracts for such vessels on better or comparable terms, or at all. In addition, termination
arising in the context of a breach by the other party may require that we initiate legal proceedings
to obtain redress. As our operations are global, we may be required to take such action in foreign
jurisdictions. See Our operations are international, and we are exposed to risks associated with
operations in various jurisdictions above for more information on the risks associated with
seeking legal remedies in foreign jurisdictions. If we are unable to obtain contracts for any of our
vessels for a significant period, or if we are only able to do so at rates lower than previously
obtained, our financial condition and results of operations would be adversely affected.

There have been two incidents of early termination of a charter arising in the context of a breach
and where revenue was affected by such termination (as described below) by our Groups
customers in each of the years ended December 31, 2012 and 2013. For the years ended

36
December 31, 2012 and December 31, 2013, the amount of revenue that was affected by the
termination (being the amount that could have been earned by our Group if the relevant charters
have continued up to the end of the charter period or up to December 31, 2012 or, as the case may
be, December 31, 2013 (whichever is earlier)) was US$1.5 million and US$0.6 million,
respectively. Our Group has commenced arbitration with the counterparty for one of these
terminations and is in the process of seeking appropriate legal recourse and remedies with
respect to the other termination.

We are subject to fixed costs regardless of our level of business activity. Downtime or
reduced demand, weather interruptions or other causes can have a significant negative
effect on our results of operations and financial condition as a consequence.

We are subject to fixed costs such as administrative overheads, personnel costs, interest costs
and maintenance costs which will not necessarily fluctuate in proportion to changes in operating
revenues. Costs for operating our vessels such as crew costs and fuel costs while our vessels wait
for commercial deployment and/or are between contracts are generally fixed or only semi-variable
regardless of the charter rates being earned. These fixed costs can have a significant negative
effect on our financial condition and results of operations in the event of lower revenue arising
from lower charter rates, downtime, reduced demand, weather interruptions or other causes.

Unanticipated delays in the completion and delivery of vessels either under construction or
in shipyards for scheduled dry-docking may have an adverse effect on our results of
operations.

As of the Latest Practicable Date, we have on order and scheduled for delivery 15 vessels,
comprising two deck cargo barges, two ASD harbour tugs, three DP2 accommodation vessels,
three DP2 AHTS, two DP3 SSAVs, and three vessels which our joint ventures have on order. In
addition, we have one vessel that is undergoing conversion into an accommodation vessel. Please
see Business Vessels to be Delivered for further details. To the extent that we purchase
vessels directly from shipyards, we would be required to expend substantial sums in the form of
down payments and progress payments during the construction of vessels, but would not derive
any revenue from these vessels until after their delivery. As part of our operations, we also
routinely engage shipyards to dry-dock our vessels for regulatory compliance and to provide
repair and maintenance services. Vessel construction and dry-dockings are subject to the risks of
delay and cost overruns inherent in any large project, due to a number of factors, including:

shortages or delay in the provision of equipment, material or skilled labour;

the shipyards refusal to fulfil its contractual obligations;

quality or engineering problems;

lack of raw materials;

bankruptcy or other financial crisis of the shipbuilder or one or more of its key vendors;

hostilities, or political or economic disturbances in the countries where the vessels are being
built;

weather interference or catastrophic event, such as a major earthquake or fire;

our requests for changes to the original vessel specifications;

difficulties in fulfilling necessary classification society requirements;

37
inability to obtain necessary certifications and approvals; and

a dispute with the shipyard over the vessel specifications outlined in the shipbuilding
contract.

Significant delays could have an adverse effect on anticipated contract commitments or


anticipated revenues with respect to vessels under construction. Further, significant cost overruns
or delays for vessels under construction that are not adequately protected by liquidated damages
provisions could adversely affect our financial condition and results of operations. There may also
be alterations or changes in the rules of classification societies or in any other applicable rules or
regulations to which the construction or operation of our vessels is required to conform, that
require us to incur additional expenditure and increase the time required to build, upgrade and
maintain our vessels. In the case of a delay in the delivery of vessels purchased directly from the
shipyard, we would only receive penalty payments from the shipbuilder after a certain grace
period. Such delays in the delivery of, or failure to deliver, any vessels would delay the receipt of
revenues under the charters for such vessels or may result in our inability to service previously
agreed charters, which may cause us to incur penalty charges.

A proportion of our vessels are chartered on long-term charters, which could subject us to
unfavourable rates for a certain period of time.

A proportion of our existing vessels are chartered on long-term charters, with terms generally in
excess of one year. For the years ended December 31, 2011, 2012 and 2013, 24.1%, 30.6% and
42.9%, respectively, of our total revenues were attributable to long-term charters (on our
wholly-owned vessels and chartered vessels which our Company and our subsidiaries operate as
charterers). See Business Business Segments for a segment-wise breakdown of this
information. While these contracts provide a relatively stable and predictable source of income,
thereby allowing us to avoid the risk of market fluctuations, the charter rates are either fixed prior
to the commencement of the charter or determined in accordance with an agreed formula for the
duration of the charter. Factors beyond our control such as increases in crewing costs could cause
these predetermined rates to become less profitable. In the event that the market improves and
charter rates go up, we will be unable to revise charter rates in order to benefit from the improved
market. Nonetheless, we would be contractually bound to continue performance at these rates for
the term of the charter which could have a material and adverse effect on our business, financial
condition and results of operation, as well as opportunity costs if charter rates increase. Please
also see Managements Discussion and Analysis of Financial Condition and Results of
Operations Key Factors Affecting Our Results of Operations Our order book for further details
on how the extent to which we have contracted in advance to fill our vessel order book can affect
our results of operations.

We have entered into, and expect to continue to enter into, joint ventures in the course of
our operations which exposes us to certain risks.

We have joint ventures in Singapore, Indonesia, India and Mexico with local companies.
Additionally, we may also enter into joint ventures for other strategic reasons. In some cases, we
may have to finance these joint ventures in connection with our commercial objectives. While the
joint venture partner may provide local knowledge and experience, entering into joint ventures
inevitably require us to surrender a measure of control over the assets and operations devoted to
the joint venture, and occasions may arise when we do not agree with the business goals and
objectives of our joint venture partner, or other factors may arise that make the continuation of the
relationship unwise or untenable. Any such disagreements or discontinuation of the relationship
could disrupt our operations and affect the continuity of our business. Our joint venture
agreements require the parties to negotiate in good faith to resolve disputes or deadlock
situations. With respect to six of our joint ventures, the joint venture agreements provide for
termination in certain circumstances (such as by mutual consent or for cause, for example, in the

38
case of a breach of the joint venture agreement or in the event of the bankruptcy of a shareholder).
If there is no resolution to any disputes or deadlock situations, or if the termination provisions are
triggered, our joint venture agreements provide that a shareholder may elect to buy out the other
shareholders shares or sell his shares to the other shareholders at a price which may be
determined with reference to an objective benchmark (such as revalued net asset value whereby
assets are marked-to-market. In such a case, the net asset value of the joint venture is adjusted
to take into account the market value of the vessels determined with reference to independent
valuations) or that the joint venture may be terminated (such as by way of liquidation). The price
determination terms referred to above are provided for in all of our joint venture agreements and
apply only to termination of the joint venture. There are typically no termination payments in the
form of penalties. If we are unable to resolve issues with a joint venture partner, we may decide
to exit or terminate the joint venture and either locate a different partner and continue to work in
the area or seek opportunities for our vessels in another jurisdiction. We have agreed with one of
our joint venture partners that in the event that our Company ceases to be a related corporation
of PCL or, as the case may be, our Company undergoes a change in shareholding, control or
management which, in the reasonable opinion of our Company and the joint venture partner, may
have a material adverse effect on the business of the relevant joint venture or affect the
relationship between our Company and such joint venture partner (although no specific threshold
is specified), then we will be required to transfer all the shares of the relevant joint venture which
are held by us to PCL or, as the case may be, such joint venture partner has the right to terminate
the relevant joint venture agreement, respectively. Whether a change in shareholding, control or
management of the Company will have a material adverse effect on the business of the relevant
joint venture depends on the factual circumstances at the relevant time when such change occurs
and this is required to be determined based on the reasonable opinion of our Company and the
joint venture partner (after their assessment of such factual circumstances). Although the relevant
joint venture partner has declined to grant us a waiver from compliance with such provisions in
connection with our Listing, we plan to continue to engage the relevant joint venture partner on
agreeing to an appropriate modification of such provisions. There is no assurance that the
relevant joint venture partner will agree to such modification. In addition, notwithstanding that we
may be required to transfer all the shares of the relevant joint venture which are held by us to PCL
in the circumstances as described above, as KSL has provided the Non-Competition Undertaking
in our favour (as described in Interested Person Transactions and Potential Conflicts of Interest
Potential Conflicts of Interest Non-Competition Undertaking, PCL, being a subsidiary of KSL,
will be prohibited from accepting any such transfer of all the shares of the relevant joint venture
from us. In view of the foregoing, the relevant joint venture may be required to be terminated and
unwound. The manner in which the joint venture will be terminated (whether by way of a buy-out
of our shares of the joint venture by the joint venture partner or vice versa or by way of a
liquidation) has not been determined. In the event of such a buy-out of our Companys shares of
the joint venture, our Company is expected to receive a purchase price (to be agreed with the
purchaser) for the buy-out of such shares, and in the event of a liquidation, our Company is
expected to receive its share of the liquidation proceeds or assets of the joint venture arising from
any such winding-up. For the avoidance of doubt, in the event of any such winding-up, as PCL is
not a shareholder in the joint venture, PCL does not have the right to receive any of the liquidation
proceeds or assets of the joint venture. There are no termination payments in the form of
penalties. While we expect that we can continue to undertake the activities currently undertaken
by the relevant joint venture, there is no assurance that the relevant joint venture partner will not
exercise its right to terminate the joint venture agreement or, as the case may be, that the relevant
joint venture would be required to be terminated and unwound, upon or subsequent to our Listing.
For the three years ended December 31, 2011, 2012 and 2013, the relevant joint venture
contributed approximately 17.6%, 15.2% and 5.8% to our net profits and as at December 31,
2013, our costs of investment in the relevant joint venture was approximately US$0.3 million.
Other than the foregoing joint venture, we have two other joint ventures in which our joint venture
agreements require consent of our partners for a change in control; however, these joint ventures
are not material to our business, financial condition or results of operations. The unwinding of an
existing relationship could prove to be difficult or time-consuming, and the loss of revenue related

39
to the exit from or termination or unwinding of a joint venture and costs related to the sourcing of
a new joint venture partner or the mobilisation of vessels to another area could materially and
adversely affect our business, financial condition, results of operations or cash flows.

We face risks associated with the service life and maintenance of our fleet.

As of December 31, 2013 and as of the Latest Practicable Date, our Offshore Supply Vessels fleet
had an average age of 2.8 and 3.1 years, respectively. As of December 31, 2013 and as of the
Latest Practicable Date, our Transportation and Installation fleet had an average age of 6.9 and
7.2 years, respectively. As of December 31, 2013 and as of the Latest Practicable Date, our
Offshore Accommodation fleet had an average age of 10.0 and 10.2 years, respectively. As of
December 31, 2013 and as of the Latest Practicable Date, our Harbour Services and Emergency
Response fleet had an average age of 8.9 and 9.6 years, respectively. See Business Overview
for further details.

These vessels were built by various shipyards or acquired from the market and hence have
different construction quality and reliability. The service life of our fleet may ultimately depend
upon the efficiency of the particular vessel, as well as the demand for the equipment and the
services that they can perform. The service life of a vessel will also be determined by the quality
of its construction and whether it has been properly maintained. We cannot guarantee that our
vessels will have a long service life.

In general, expenditure and other costs required in order to maintain a vessel in good operating
condition increase with the age of the vessel. Older vessels are typically more costly to maintain
than more recently constructed vessels and are subject to lower vessel utilisation ratios due to
their higher maintenance requirements. In addition, as cost efficiency decreases with the age of
vessels, older vessels are less desirable to charterers. As a result, some of our customers may
set age restrictions for vessels which they will charter.

Governmental regulations, safety or equipment standards relating to the age of vessels and new
environmental requirements may require us to incur significant capital expenditure for alterations
or the addition of new equipment to our vessels. This may, in turn, restrict the types of activities
which our vessels may engage in. New technical solutions may also be introduced and adopted
by our competitors that are more advanced than our vessels, resulting in less demand for our fleet,
lower charter rates, and potentially costly upgrades. We cannot guarantee that, as our vessels
age, market conditions will justify such expenditures or enable us to operate our vessels profitably
during the remainder of their useful lives. If we sell our vessels, we cannot be certain that the price
for which we sell them will be equal to, or greater than, their carrying amounts on our financial
statements at that time.

Furthermore, when our vessels are taken out of service at regular intervals for routine inspections
and maintenance, they may require more extensive repairs than those which were anticipated,
and there may be delays in bringing them back into service. Such delays may have a material
adverse effect upon our business, financial condition and results of operations.

In addition, when our vessels are docked, they are not available for hire and, as a result, do not
generate any revenue and could also adversely affect our vessel utilisation ratios. Please also see
Managements Discussion and Analysis of Financial Condition and Results of Operations Key
Factors Affecting Our Results of Operations Vessel utilisation ratios for further details.

40
We may not be able to obtain suitable vessels in order to expand our fleet or suitable
equipment to modify and upgrade our existing vessels.

Our business strategies and future plans are centred around the type, size and capacity of our
fleet. In the event that we need to acquire new or secondhand vessels to expand our fleet, we
cannot guarantee that vessels meeting our size, technical and quality requirements will be
available at prices or delivery times which are acceptable or beneficial to us. Typically, a new
vessel may be delivered between 12 to 30 months from the date when we place an order
depending on the sophistication of its equipment and the order backlog at the constructing
shipyards. As a result, our ability to increase revenues may be adversely affected. In the event
that the cost of acquiring vessels increases, our capital expenditures and/or operating costs may
increase, which may adversely affect our profitability.

We may not have adequate insurance, and we are subject to uninsured risks.

We maintain insurance coverage against certain risks which our management considers to be
customary in our industry, including catastrophic marine disasters, war, hostilities, terrorism or
piracy, environmental accidents, damage to and loss of vessels, cargo and property loss or
damage, injuries or deaths, and business interruptions caused by mechanical failure, human
error, war, terrorism, piracy, political action in various countries, hostilities, labour strikes, port
closures, boycotts or adverse weather conditions.

These risks present a threat to the safety of personnel and to our vessels, cargo, equipment under
tow and other property, as well as the environment. We could be required to suspend our
operations or terminate our charters as a result of these hazards. In such event, we would
experience loss of revenue and possibly property damage, and additionally, third parties may have
significant claims against us for damages due to personal injury, death, property damage,
pollution and loss of business. Additionally, we may be penalised by the relevant authorities if we
are determined to be responsible for the occurrence of any of such hazards.

We carry insurance as described in Business Insurance in respect of each of our vessels to


protect against the majority of the accident-related risks involved in the conduct of our business.
However, our insurance policies contain deductibles (generally in the range of US$15,000 to
US$100,000 which are the amounts to be borne by us with respect to any amounts claimed under
the insurance policy), limitations (which refers to the limit on the amount of loss which may be
covered by the relevant insurance policy; such limit varies from insurer to insurer) and exclusions
(which refer to provisions which eliminate coverage for certain acts or locations. For example,
there may not be coverage if the loss arose out of gross negligence, fraud or wilful misconduct;
in addition, a vessel will not be insured for operations in a location which is not covered by the
relevant policy) which are standard in the shipping industry, but which may nevertheless increase
our costs or reduce our recovery in the event of a loss. We cannot assure you that any particular
insurance claim will be paid. In addition, the occurrence of any adverse event, resulting in an
insurance claim, may lead to an increase in our insurance premiums. Details of insurance claims
made by us in the years ended December 31, 2011, 2012 and 2013, as at the Latest Practicable
Date, are set out below:

41
No. of No. of No. of
claims claims claims
commenced commenced commenced
in the year in the year in the year
ended Aggregate ended Aggregate ended Aggregate
December Net Claim December Net Claim December Net Claim
31, 2011 (US$000) 31, 2012 (US$000) 31, 2013 (US$000)
Settled Claims
as at the Latest
Practicable Date 3 366 4 637 3 82 (4)
Outstanding
Claims as at
the Latest
Practicable
Date(1) 5 2,232(3) 3 1,320
Total(2) 3 366 9 2,869 6 1,402(4)

Notes:

(1) These relate to claims which we have submitted to our insurers and for which the claims are still in progress.
(2) Comprising settled claims and outstanding claims.

(3) This amount is with respect to four claims. The amount with respect to the remaining claim has not been determined
as at the Latest Practicable Date.
(4) The claims include an amount of approximately S$42,000 which amount has not been aggregated with the U.S.
dollars amount of claims in the table above.

We also cannot assure you that our insurance will be adequate to cover all losses that we may
incur in the future. If we incur an uninsured loss or a loss in excess of insured limits or if our
insurers fail to fulfil their obligations for the sum insured, we could be required to pay
compensation or lose capital invested in the asset, as well as anticipated future revenue from that
vessel. We would also remain liable for any indebtedness or other financial obligation related to
that vessel. Moreover, the introduction of new and stricter environmental regulations in the past
had led to higher costs for insurance covering environmental damage or pollution. The
introduction of new or more stringent regulations in the future could lead to further increases in
insurance costs or make this type of insurance unavailable. Even if our insurance coverage is
adequate to cover our asset losses, we may not be able to obtain timely or appropriate
replacement for a vessel in the event of an asset loss to cover our loss of earnings.

Further, we cannot assure you that insurance coverage will be available at costs and terms
acceptable to us or that such coverage will be adequate with respect to future claims that may
arise. If we are not able to adequately insure against the risks we face, or our insurance coverage
is inadequate to cover our losses, our business, financial condition and results of operations could
be adversely affected.

We may not be able to implement our business strategies successfully or manage our
growth effectively.

Our future growth and earnings will depend, to a significant extent, upon the successful
implementation of our business strategies. Our ability to achieve our business and financial
objectives is subject to a variety of factors, many of which are beyond our control. The principal
objective of our business strategies is to enhance shareholder value by expanding our fleet of
vessels, upgrading our vessels, forming synergistic strategic alliances, optimising the mix of
charter contracts and expanding into new geographic regions and new asset classes with
significant growth potential. Our future growth will depend upon a number of factors, including our
ability to:

successfully manage our liquidity and obtain the necessary financing to fund our growth;

42
implement appropriate operating and financial systems;

receive timely delivery of newly-built vessels;

maintain or develop new and existing customer relationships;

maintain our safety record;

place our vessels on profitable charters and generate cash flow sufficient to justify our
investment;

control our operating costs;

hire and retain qualified personnel and crew;

identify and complete attractive acquisitions, joint ventures or strategic alliances; and

identify and capitalise on opportunities in new markets.

Our failure to execute our business strategies or to manage our growth effectively could adversely
affect our business, financial condition and results of operations. In addition, the implementation
of our business strategies may not necessarily translate into successful results. Furthermore, we
may decide to alter or discontinue certain business strategies and adopt alternative or additional
strategies in response to our operating environment or competitive situation, as well as factors or
events which are beyond our control.

We are expanding our business operations in the Offshore Accommodation Segment which
subjects us to additional uncertainties.

We have identified the Offshore Accommodation Segment as a sector for growth and further
development and investment.

As at the Latest Practicable Date, we have ordered two 750-person DP3 SSAVs. These vessels
are scheduled to be delivered by the end of 2014. As at the Latest Practicable Date, we are in the
final stages of procuring a charter contract for the commercial deployment of one of the vessels
when it is delivered. The execution of the charter contract is pending the completion of due
approval process of the counterparty. Notwithstanding, there is no assurance that the charter
contract will ultimately be executed by the counterparty. As at the Latest Practicable Date, we
have also ordered three 238-person DP2 accommodation vessels, of which two are scheduled to
be delivered by the end of 2014 and one is scheduled to be delivered by the first quarter of 2015.
In addition, we have one vessel that is undergoing conversion into a 198-person accommodation
vessel, which is expected to be delivered by the second quarter of 2014.

When all of the accommodation vessels that are under construction or undergoing conversion are
delivered by 2015, our accommodation capacity will increase from 879 persons as at the Latest
Practicable Date to 3,291 persons (this includes one 191-person accommodation vessel that is
committed for sale after the Latest Practicable Date).

There may be unexpected delays in delivery of our vessels, and we may not be able to locate
suitable charters for these vessels. Given our lack of track record in deepwater accommodations
and the contemplated scale-up in our operations, we may be subject to new operational
uncertainties in this segment. These uncertainties relate to the challenges arising from our
operation of the DP3 SSAVs, including crewing (such as the sourcing and screening of qualified
crew with the relevant experience in operating such vessels), technical support (such as sourcing
and recruitment of qualified technical staff with the relevant competencies in operating and

43
supporting the operations of such vessels) and on-board repairs, maintenance and installations
without dry-docking and while the relevant vessel is operational. Accordingly, you should consider
our business and prospects in light of the risks, expenses and challenges that we will face as we
enter deepwater accommodations and ramp up our overall business in this segment. If we are
unable to implement our business plans for the Offshore Accommodation Segment, or our
business plans do not succeed, our business prospects, financial condition and results of
operations could be adversely affected.

We are exposed to variations in interest rates.

We finance the acquisition of our vessels and working capital partly through bank borrowings. Any
fluctuations in market interest rates will affect the cost of our borrowings, to the extent that such
indebtedness is subject to floating interest rates. Any significant increase in interest rates will have
a significant and adverse impact on our ability to expand our fleet and our business, financial
condition and results of operations may be adversely affected.

We are dependent on key management personnel and skilled crew for our operations and
profitability.

To a significant extent, our success depends upon the skills, capabilities and efforts of our
management team, as well as our ability to hire and retain key management personnel. Our ability
to continue to attract, retain and motivate key personnel and senior members of our management
team will have an impact on our operations. The competition for skilled and highly-capable
employees is intense, and the loss of the services of one or more of these individuals, without
adequate replacements or the inability to attract new qualified personnel at a reasonable cost,
would have a material adverse effect upon our financial performance and operations.

In addition, as we expand our fleet and operations, we will need to recruit and retain suitably
skilled and qualified personnel such as vessel captains, engineers, technicians, and shore-side
administrative and management personnel. Over the last few years, competition for labour
required for marine offshore services and operations has intensified as the number of offshore
support vessels worldwide increased, leading to shortages of qualified personnel in the industry
and creating upward pressure on wages and higher turnover. We may experience a reduction in
the experience level of our personnel as a result of any increased attrition, which could lead to
higher downtime and more operating incidents, which in turn could decrease revenues and
increase costs. Competition has also resulted in inflationary pressure on hiring, training and
retention costs for such personnel. In addition, we are dependent on the services of a number of
expatriate personnel, for which work permits and visas are required. If we are unable to recruit
suitable employees as we expand our fleet, our business, financial condition and results of
operations may be adversely affected.

As long as our vessels are operationally deployed, the vessels will have to be manned by marine
crew. With the increase in the number of vessels within various categories in the global shipping
market, including dry bulk, tankers and container vessels, the demand for crew has increased
significantly. This has resulted in higher crewing costs which include wages and salaries,
healthcare-related benefits and insurance, increased leave pay and service bonus. In the event
that there is any disruption in the supply of crew, whether by reason of any labour disputes,
regulatory changes, health quarantines imposed as a result of disease outbreaks, or increased
demand for skilled labour, it may be necessary for us to find alternative sources of skilled labour,
which may, in turn, result in higher crew costs. Where we cannot source skilled labour, our
business will be disrupted and our financial performance will be adversely affected. For the years
ended December 31, 2011, 2012 and 2013, there have been no instances where our business has
been materially and adversely disrupted and our financial performance has been materially and
adversely affected due to an inability to source for skilled labour.

44
Crew costs account for a significant proportion of our total operational costs. For the year ended
December 31, 2013, crew costs accounted for approximately 33.3% of our total operational costs.
Any increase in our crew costs as a percentage of total operational costs is likely to adversely
affect our financial condition, results of operations and profitability.

Our loan agreements contain financial and other covenants that may limit our liquidity and
corporate activities.

Our loan agreements impose certain financial covenants and other restrictions on us. These
restrictions limit or may limit our ability to incur additional indebtedness, and to change our
business. In addition, KSL is required to remain our largest shareholder after our Listing (although
no specific shareholding threshold is specified). Please refer to the section entitled
Managements Discussion and Analysis of Financial Condition and Results of Operations
Description of Material Indebtedness for further details on the aggregate level of our credit
facilities which may be affected by a breach of such condition or restriction. Accordingly, we may
need to obtain waivers or consent from our lenders with respect to the aforementioned. The
interests of our lenders may be different from our and your interests, and we cannot assure you
that we will be able to obtain lenders consent when needed, or at all. This may prevent actions
that are in our and/or your best interests, which could have a material adverse effect on our
business, financial condition and results of operations.

Pursuant to our loan agreements, we are required to maintain certain financial ratios. As of
December 31, 2010, we did not fulfil the requirements of a financial ratio in our credit facilities and
the banks subsequently granted us a waiver from compliance in accordance with the terms of our
loan agreements. While we have been in compliance with our financial ratios for the years ended
December 31, 2011, 2012 and 2013, we cannot assure you that, in the future, we will be able to
maintain our financial ratios or that, in the event of our failure to do so, our lenders will grant us
a waiver from compliance with such financial ratios in accordance with the terms of our loan
agreements. Please refer to the section entitled Managements Discussion and Analysis of
Financial Condition and Results of Operations Description of Material Indebtedness for further
details.

Consequently, should we fail to maintain such financial ratios or other undertakings or in the event
of our failure to obtain a waiver from compliance with such obligations, we would be in default of
such loan agreements. In addition, should we fail to comply with such obligations, we may risk
triggering cross-defaults (which refer to situations where a default under one facility triggers a
default in another facility which may lead to us being in default of multiple loan agreements with
our lenders). Loan facilities typically provide for certain events of default that may be triggered
under certain events. Typically, such events of default include an event where the borrower is in
default of its obligations under any other facility. An event of default, if not cured or waived, will
result in outstanding indebtedness under our loan agreements to be immediately due and payable
and may impair our ability to obtain further financing, which may adversely affect our business and
financial condition, as well as our results of operations. Please also see Managements
Discussion and Analysis of Financial Condition and Results of Operations Description of
Material Indebtedness for further details.

We are subject to the tax regimes of the jurisdictions in which we operate.

We operate in several jurisdictions and our activities are to a large extent governed by the fiscal
legislation of the jurisdictions in which we operate. Our activities may be deemed to form a
permanent establishment according to the tax laws of those jurisdictions. We are therefore
exposed to a material risk regarding the application of such tax regulations. Accordingly, future
changes in the tax legislation of those relevant jurisdictions could have a material adverse effect
on our business, financial condition and results of operations. For example, a tax reform recently
came into effect in January 2014 in Mexico, which increased the tax on dividends paid to foreign

45
residents, imposed additional requirements on tax deductibility of payments made to related
parties, abolished the accelerated depreciation treatment of fixed assets and introduced value
added tax to the temporary importation of assets.

In particular, we and our approved subsidiaries and joint ventures (namely POSH Semco, POSH
Maritime Pte. Ltd., Swallow Pte. Ltd., POSH Havila Pte. Ltd. and Pacific Workboats Pte. Ltd.) were
granted tax free status with respect to our shipping income for a period commencing from January
1, 2008, or, in the case of Swallow Pte. Ltd., June 1, 2008, until December 31, 2017 under the
Approved International Shipping Enterprise Scheme of the MPA (the AIS Scheme). Accordingly,
any change to or abolition of the AIS Scheme or the withdrawal, revocation or non-renewal of the
tax free status of our companies and our approved subsidiaries and joint ventures could
significantly increase our tax liability with respect to foreign flagged vessels and foreign
non-shipping sources of income.

We may fail to maintain certification by classification societies and flag states.

The hull and machinery of every vessel must be classed by a classification society authorised by
the flag state (being the state under whose laws a vessel is registered or licensed). In addition,
every vessel is required by the laws and regulations of its flag state to undergo regular inspection
and certification by the relevant flag state authority or duly authorised organisation.

Our vessels are also sometimes subject to other surveys and inspections pursuant to the
particular laws and regulations of the port states in which they operate. These port state control
inspections are undertaken by officers duly authorised by the port state to verify that the condition
of the vessel and its equipment comply with the requirements of international regulations and that
the vessel is manned and operated in compliance with international regulations.

If any vessel does not maintain its class, or fails any survey or inspection, that vessel may be
unable to operate or even detained in port until its deficiencies have been rectified. The failure to
maintain a vessels class or the failure of a survey or inspection could also cause us to be in
violation of our insurance policies, and may lead an insurer to decline coverage. Such vessel class
maintenance requirement is standard in shipping insurance policies and present in all of our
insurance policies. Such inability to operate, detentions, or violations of our insurance policies,
may have a negative impact upon our business and financial condition and results of operation.

We are exposed to risks associated with currency fluctuations.

The reporting currency for our consolidated financial statements is U.S. dollars, while our
operations are international and capital expenditures (including vessel and equipment purchases)
are thus made in several currencies. We are therefore exposed to currency fluctuations and
exchange rate risks. While our charter contracts are U.S. dollar-denominated, some of our
operating costs are not. Adverse currency movements may have a negative impact upon our
business, financial condition and results of operations.

We may enter into derivative financial instruments and hedging transactions, which involve
risks.

We operate internationally and are thus exposed to risks arising from foreign exchange
fluctuations related to transactions that may be entered into in a currency other than our functional
currency. The purchases and installation of equipment for our vessels under construction,
upgrading of our vessels, repairs and renewals, component and material expenses may take
place in the local currency of the equipment supplier or shipyards. Furthermore, we may require
local services in the various countries in which we operate and such services will take place in the
local currency. Our Board of Directors has adopted a policy that foreign exchange transactions
can only be entered into for hedging purposes. In this regard, foreign exchange contracts will be

46
entered into for specific currency exposure and tenure and upon the discharge of such exposure
or expiry of such tenure, the relevant foreign exchange contract will be liquidated. Our Chief
Financial Officer is responsible for compliance and reports to our Audit Committee in this regard.
In certain circumstances, due to the constraints or restrictions of certain currencies, a foreign
exchange exposure may not be directly hedged, and consequently a proxy currency may have to
be relied upon. Any foreign exchange contracts entered into involves risks and typically involves
costs, including transaction costs, which may adversely impact the financial condition of the
company. These risks increase as the period covered by the foreign exchange contract increases.

Future acquisitions, joint ventures or other arrangements may expose us to increased


operating risks.

We may consider inorganic growth by way of strategic mergers, acquisitions or joint ventures with
other parties if we determine that it is in our long-term interest. Acquisitions that we make, along
with potential joint ventures and other investments, expose us to additional business and
operating risks and uncertainties, including:

direct and indirect costs in connection with the transaction;

the ability to effectively integrate and manage the acquired businesses;

coordinating internal systems, controls, procedures and policies;

the ability to realise our investment in the acquired business;

disruption of our on-going business and the diversion of managements time and attention
from other business concerns;

the risk of entering markets in which we may have no or limited direct prior experience;

the potential loss of key employees and customers of the acquired businesses;

the risk that an acquisition could reduce our future earnings; and

exposure to unknown liabilities.

Although our management will attempt to evaluate the risks inherent in any particular transaction,
we cannot assure you that we can completely ascertain all such risks. In addition, prior
acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial
additional indebtedness and other expenses. Future acquisitions may also result in potentially
dilutive issuances of equity securities. We cannot assure you that difficulties encountered with
acquisitions will not have a material adverse effect on our business.

Valuations of the vessels may not be indicative of the true value of the vessels.

We have obtained charter-free valuations for the vessels we operated as of December 31, 2013,
including 45 vessels owned by our joint ventures (of which one vessel is undergoing conversion
into an accommodation vessel and one vessel is chartered by a joint venture as a charterer on a
long-term charter), as well as vessels we had on order as of December 31, 2013, to reflect the
value that would be obtained from selling these vessels in the market on a willing buyer, willing
seller basis without any charter agreements in place. The valuations could be materially affected
should any of the vessels be tendered for sale with a pre-existing charter attached.

47
These vessels were valued by the Independent Valuer as at December 31, 2013 and are not a
guide to the market values of the vessels at any other point in time. The valuation was based on
recent transactions, negotiations and brokers market knowledge.

No physical inspection or examination of the vessels classification records was performed.


Instead, the valuations were based on various assumptions including, but not limited to, that a
sale is on a willing buyer, willing seller basis with the relevant vessel being in good and
seaworthy condition with delivery in an acceptable area, free of encumbrances, maritime liens and
any other debts whatsoever, ready to load any permissible cargo and prepared for prompt charter
free delivery in a commercial loading zone. The valuation was made on the basis of a sale of an
individual vessel. Should more than one vessel of the same type be tendered for sale at the same
time, there is no guarantee that the valuation would be applicable. This valuation methodology is
based on customary methods used in the shipping industry which is different from methodology
commonly used in valuing other asset classes, for example, real estate property. As the net book
values of vessels are not taken into account when valuing vessels, the valuation of the vessels will
be different from their net book values. For the full terms and methodology of the Independent
Valuer, please see their valuation certificate which is reproduced in full in Appendix K
Independent Valuation Certificate. The terms and methodology in the valuation certificate are
material to the valuations and should be fully understood.

Further, there can be no assurance that the valuations prepared by the Independent Valuer reflect
the true value of the vessels, or that other independent valuers would have arrived at the same
valuation.

The independent valuation certificate has been commissioned from the Independent Valuer on a
charter free basis. This valuation method (explained in full in the valuation certificate in
Appendix K Independent Valuation Certificate) does not take into account any effect or
constraint which flows from the leases which attach to the vessels. Valuations assessed on a
charter attached basis can vary materially from valuations based on charter free methodology.
Accordingly, the basis on which the independent valuation certificate has been prepared may not
be a true indication of the vessels value to us or the price it may bring upon a sale in the market.

Risks Relating to Our Industry

Our industry is highly competitive and subject to intense price competition, which could
depress vessel charter rates and vessel utilisation ratios, thereby adversely affecting our
business, financial condition and results of operations.

We operate in an intensely competitive industry and the principal competitive factors in our
industry include:

charter rates;

service and reputation of vessel operations and crew;

national flag preference;

pre-qualification criteria and prior experience;

availability of qualified crew;

operating costs and conditions;

suitability of vessel types;

48
age of vessels;

vessel availability including supply of new vessels;

technical capabilities of vessels, equipment and personnel;

safety record; and

laws and regulations.

Most of our offshore services contracts are traditionally awarded through competitive bidding
processes subject to the satisfaction of prescribed pre-qualification criteria and experience. While
the competitive factors set out above are important considerations in customer decisions, pricing
is usually a key factor in determining which offshore support vessels provider is awarded a
contract. Consequently, our industry has been frequently subject to intense price competition. This
competitive bidding process may have an adverse effect on the profit margins that we are able to
attain. In addition, our industry has historically been cyclical and is affected by oil and gas price
levels and volatility. There have been periods of high demand, short vessel supply and high
charter rates, followed by periods of low demand, excess vessel supply and low charter rates.
Changes in oil and gas prices can have a dramatic effect on vessel demand. During periods of
excess vessel supply, competition in the industry will intensify and we would have to enter into
lower rate contracts or our vessels could be idle for long periods of time.

Our industry is also highly fragmented among many global and regional owners and operators of
vessels. We compete with local, regional and global companies, many of which have established
reputations and track records in our industry. We cannot assure you that we will be able to
successfully compete in the markets in which we currently operate and intend to operate. Local
competitors in each country in which we operate may have more domestic experience and better
relationships with customers than we do. In addition, many governments favour, or effectively
require contracts to be awarded to, local contractors or require foreign contractors to employ
citizens of, or purchase supplies from, a particular jurisdiction. Such policies may affect our ability
to compete effectively. Some other companies may have larger, more diverse fleets and
businesses, have greater financial and other resources, greater brand recognition and reputation,
greater geographical reach or lower capital costs. This may allow them to better withstand industry
downturns, compete on the basis of price, relocate assets more easily and build or acquire
additional assets, all of which may affect our revenues and profitability. Moreover, if other
companies relocate or acquire vessels for operations in the geographical regions where we
operate, the level of competition in such regions may increase, and our business and financial
performance could be adversely affected as demand for our vessels and services could be
negatively affected by increased supply of similar vessels and services.

We are exposed to piracy, war, sabotage and terrorism risks, which could potentially
disrupt our operations as well as harm our business in various ways.

Acts of war, piracy, sabotage, unsettled political conditions, social unrest, terrorist attacks or any
similar attacks in countries where we currently or may in the future operate will affect the ability
of our vessels to call on the ports of such countries or to provide offshore services to companies
with operations in such countries. Our vessels could also be subjected to acts of piracy, which
could result in death or injury to our crew, vessel or other property damage. Should such risks
develop into actual events, the ability of our customers to meet their payment obligations to us
may be affected, and could also entitle our customers to terminate our charter contracts. We may
also face increased vessel operating costs (including increased insurance and security costs)
should such risk materialise. Such acts may also adversely affect our operations in unpredictable
ways, including causing changes in the insurance markets and disruptions of fuel supplies and
markets. The occurrence of any of these events may also result in a general loss of business

49
confidence, which could potentially lead to economic recession and have an adverse effect on our
business, financial condition and results of operations. Any deterioration in international relations
may also result in increased concern regarding regional stability, which may in turn adversely
affect the price of our Shares.

Governments could requisition our vessels during a period of war or emergency without
adequate compensation, resulting in loss of earnings and adversely affecting our business,
financial condition and results of operations.

A government could requisition or seize one or more of our vessels for title or for hire. Requisition
for title occurs when a government takes control of a vessel and becomes its owner. Requisition
for title will have a significant negative effect on us as it will result in loss of title and all revenues
from the requisitioned vessel. Also, a government could requisition our vessels for hire.
Requisition for hire occurs when a government takes control of a vessel and effectively becomes
its charterer at dictated charter rates. Generally, requisitions occur during a period of war or
emergency. Although we would be entitled to compensation in the event of a requisition of one or
more of our vessels, the amount and timing of such compensation would be uncertain.
Requisitions would likely result in reduced income for us. Therefore, government requisition of one
or more of our vessels may negatively affect our business, financial condition and results of
operations.

Further, in the event of war, we may be considered resident within a particular area for the
purposes of trading or doing business through our vessels, within the territory of any hostile nation
with which Singapore is at war, and this may consequently have an adverse impact upon our
financial condition and results of operations.

Our operations are dependent on the state of the offshore oil and gas industry.

As we are principally engaged in the provision of offshore support vessels to new and existing
customers in the offshore oil and gas industry, our operations are dependent on the state of the
offshore oil and gas industry, in particular, the level of activities in the exploration, development
and production of oil and gas. These activities are affected by factors beyond our control, including
fluctuations in oil and gas prices, and more generally, the state of the global economy.

Oil and gas prices have a direct bearing on the level of activities in the offshore oil and gas
industry, as it affects the capital spending by customers in the offshore oil and gas industry. Higher
oil and gas prices typically lead to an increase in oil and gas E&P activities as the potential return
from the upstream activity increases. Major oil and gas companies are likely to be motivated to
explore potential oil and gas fields that are otherwise not commercially feasible to operate when
oil and gas prices are high. Conversely, when there are low oil and gas prices, major oil and gas
companies typically reduce their spending budgets for offshore drilling, exploration and
development. A decline in the levels of activity in the offshore oil and gas industry may result in
decreased demand for our offshore support vessels, and consequently a decrease in charter rates
and vessel values, and may also affect our ability to charter-out our vessels, which could
adversely affect our business, financial condition and results of operations.

Other factors affecting the state of the offshore oil and gas industry include:

global and regional economic and political conditions which could have an impact upon,
among other things, the supply of, demand for and price of oil, and the demand for various
types of vessels;

environmental concerns and regulations;

weather;

50
the number of newbuilding deliveries and shipyard capacity;

the laws, regulations, policies and directives relating to energy, investment, taxation and
such other laws and regulations promulgated by the governments from which our customers
will need to obtain licenses to engage in the exploration, development and production of oil
and gas;

the supply of and demand for vessels; and

national or international regulations that may effectively cause increases or reductions in


offshore development.

The success of our business is dependent, in part, on our ability to anticipate the risks we face,
and to effectively manage our business in the event of a reduction in the levels of activity in the
offshore oil and gas industry resulting from a reduction in capital spending. We may not be able
to anticipate or effectively manage these risks, which could have a material adverse effect on our
business, financial condition and results of operations.

The market value of our vessels can fluctuate significantly and, as a result, affect our
financing ability.

The highly cyclical nature of the offshore support vessel industry could result in significant
volatility in vessel values and affect our financing ability. The fluctuation in the market value of our
fleet over time is likely to be influenced by a number of factors including:

age of the vessels;

vessel specification and the general condition of the vessels;

global economic and market conditions affecting the offshore oil and gas industry;

competition;

changes in supply of, and demand for, certain types and sizes of vessels;

changes in the cost of building new vessels;

the cost of retrofitting or modifying existing vessels;

cost and availability of long lead-time items, including engines, propellers and specialised
on-board equipment such as cranes;

shipyard capacity and order book;

governmental or other regulations;

the prevailing level of charter rates; and

technological advances.

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We may be subject to actual and threatened litigation and other regulatory proceedings.

Operating vessels involves inherent risks to both persons and property. For example, a collision
at sea could result in vessel damage, loss of cargo, loss of life, and/or significant environmental
pollution. We may become involved in lawsuits and regulatory actions relating to our business.
Defending private actions can be costly and time consuming. If a judgment were to be rendered
against us, we might be exposed to substantial financial liabilities, which might not be covered by
our insurance. In addition to private actions, governmental and quasi-governmental agencies
could bring a variety of actions against us. Other than the financial costs of defending these
actions, governmental or quasi-governmental agencies may impose penalties for failure to comply
with maritime laws, rules or regulations. In addition to financial penalties, we could be sanctioned,
as a result of which we may be unable to operate our vessels or be forced to incur substantial
costs to comply with these maritime laws, rules and regulations.

We are subject to various governmental and international laws and regulations and require
various licences and permits for our operations, and we may be subject to risks associated
with non-compliance with such laws and regulations or licences and permits.

As we operate in various jurisdictions around the world, our operations are subject to various
government and international laws and regulations in the form of international conventions and
treaties, and regional, national, state and local laws and regulations in force in the jurisdictions in
which our vessels operate or are registered. These laws and regulations relate to, among others,
ownership of vessels, maintenance of vessels, construction and operation of vessels, workers
health and safety, vessel manning, discharges of hazardous substances into the environment and
environmental protection.

The technical requirements of these laws and regulations are becoming increasingly complex,
stringently enforced and expensive to comply with, and this trend is likely to continue. The relevant
organisations establish safety criteria and are authorised to investigate accidents and recommend
approved safety standards. If we fail to comply with the requirements of any of these laws or the
rules or regulations of these agencies and organisations, we could be subject to substantial
administrative, civil and criminal penalties, the imposition of remedial obligations, and the
issuance of injunctive relief.

The risk of incurring substantial costs in order to comply with various laws and regulations or
substantial liabilities and penalties for non-compliance is inherent in our business. We may incur
significant costs in, among others, modifying our vessels or obtaining insurance coverage if
applicable governmental and international regulations become more stringent or additional
regulations or controls requiring the adoption of new requirements or procedures are introduced.
Any failure to comply with such laws and regulations may also result in the cancellation or
termination of our present contracts, new contracts not being awarded to us, or regulatory
authorities imposing fines, penalties or sanctions on us, including prohibiting us from continuing
our operations, which could have an adverse effect on our business and reputation. As a result,
we could be exposed to potential liability for conduct or conditions caused by third parties over
whom we have no control. Because such laws and regulations are often revised, we cannot
predict the ultimate costs of compliance or the impact thereof on the resale price or useful price
of our vessels or other aspects of our operations.

We also require various licences and permits for our operations, as further described in
Government Regulations. Our licences and permits may also be granted for fixed periods of time
after the expiry of which these need to be renewed from time to time. There is no assurance that
upon expiration of such licences and permits, we will be able to successfully renew them in a
timely manner or at all, or that the renewal of such licences and permits will not be attached with
conditions which we may find difficult to comply with, or that if the relevant authorities enact new
laws and regulations, we will be able to successfully meet their requirements. Our licences and

52
permits may also be subject to certain notification and/or filing requirements under applicable laws
and regulations. In November 2013, our subsidiary, POSH Semco, was granted a public licence
by the MPA for the provision of towage services to vessels within the limits of the port and the
approaches to the port as described in Government Regulations. POSH Semco, being the public
licensee, is required to obtain the written approval of the MPA before effecting, carrying out or
permitting any dealing, transaction or scheme which will result in any change in, or acquisition of,
effective control of the public licensee. Effective control means the holding of shares which carry
the right to exercise, or control the exercise of not less than 25.0% of the votes attached to the
voting shares of the public licensee. We have made an application to the MPA for its written
approval for KSLs acquisition of our Shares which are held by PCL, which acquisition is
conditional upon, amongst others, the written approval of the MPA. As at the Latest Practicable
Date, we have not received the MPAs written approval for such acquisition. Following our Listing,
we are also required to monitor any transfer of Shares which results in a change in effective
control of the public licensee and notify the MPA of such a change. In the event the public licensee
fails to comply with its obligations under the public licence, the MPA may cancel or suspend the
licence, or impose a fine in such amount as it thinks fit. In the event that there is a transfer of
Shares which results in a change in effective control of the public licensee after our Listing, there
is no assurance that the MPA would approve such transfer and that our licence would not be
cancelled or suspended or that we would not be subject to a fine. Failure by us to obtain, renew
or maintain the required licences and permits, failure by us to comply with such requirements
under such applicable laws and regulations, or cancellation, suspension or revocation of any of
our licences and permits may result in the interruption of our operations and may have a material
adverse effect on our business.

See Government Regulations for details on the international conventions and laws and
regulations of the various jurisdictions (such jurisdictions being Singapore, Indonesia, Malaysia
and Mexico) which are material to the business of our Group, as well as our Directors statement
regarding receipt of all requisite approvals and our compliance with international conventions and
laws and regulations that would materially affect our business operations.

Our joint ventures are similarly subject to various governmental and international laws and
regulations and require various licences and permits for their operations, and our joint ventures
may similarly be subject to risks associated with non-compliance with such laws and regulations
or licences and permits.

Severe adverse weather conditions may affect our business and results of operations.

Severe adverse weather conditions and natural hazards, including typhoons, storms and
tsunamis, may interfere with our ability to charter out our vessels as required. It may be impossible
to predict adverse weather conditions, and the sudden onset of severe weather conditions could
result in damage to, or complete loss of, our vessels. Although there may be situations where risk
is allocated through the terms of the charter agreements to the charterer, there may be unforeseen
circumstances where we bear this risk which may adversely impact our business, financial
condition and results of operations. Our operations may experience disruption if any of our vessels
or our equipment suffers significant downtime, thereby affecting our business, financial condition
and results of operations.

Our operations may be adversely affected by infectious communicable diseases.

The crew operating our vessels are generally engaged on a contractual basis and may have
travelled or worked in areas affected by infectious communicable diseases prior to working on our
vessels or may be exposed to such infectious diseases while operating our vessels. If any one of
our crew members is suspected to have contracted or contracts an infectious communicable
disease such as Severe Acute Respiratory Syndrome, avian influenza, the H1N1 virus or any
other serious infectious disease, the entire crew on the vessel may have to be quarantined for a

53
substantial period of time. This would interrupt the operations of the vessel and result in delays
in performing the work which the vessel has been chartered for, which may have an adverse effect
on our business and financial position. In addition, our onshore staff may also be affected by such
infectious communicable diseases which could result in disruption of our business operations. We
cannot assure you that any precautionary measures taken against infectious diseases would be
effective.

We may be liable for damages arising from marine-related accidents and risks.

The operation of offshore support vessels is subject to various risks such as adverse weather and
sea conditions, mechanical failures, human errors and catastrophic marine disasters which could
lead to accidents involving personal injury, damage to or loss of vessels, cargo, equipment or the
environment.

In the event of an oil spill or damaged or lost cargo, we may incur liability for containment,
clean-up and salvage costs and other damages. We may also be liable for damages sustained in
collisions and wreck removal charges arising from the operation of our offshore support vessels.
In addition, we may be liable for substantial fines and penalties imposed by the authorities of the
relevant jurisdictions. Where the loss or damage is to our own vessel, the affected vessel may
need to be repaired at a shipyard facility, resulting in their not being available for hire and this
could adversely affect our vessel utilisation ratios. The cost and duration of repairs may be
unpredictable and could be substantial or may exceed estimates. We may have to pay repair costs
that our insurance will not cover. The loss of earnings while these vessels are being repaired and
repositioned, as well as the actual cost of the repairs, would result in a decrease in our earnings.
Please also see Managements Discussion and Analysis of Financial Condition and Results of
Operations Key Factors Affecting Our Results of Operations Vessel utilisation ratios for
further details.

In line with industry practice, under certain of our charter contracts, we and our counterparties
waive rights of claim or recovery against one another, and our respective contractors and
subcontractors for loss or damage to our vessels, property or equipment, cargo, economic loss
suffered by us, or injuries to or death of any persons arising out of any act, omission or default on
the part of our charterers, their contractors or sub-contractors. The waiver of these rights to claim
or recovery may not be fully reciprocated by our counterparties.

Our risk assessment and safety management system for our employees, may not be sufficient to
ensure that accidents leading to the above outcomes will not arise. We cannot assure you that all
risks can be adequately insured against or that any insured sum will be paid. In the event of an
accident that is not covered by our insurance policies or claims which are in excess of our
insurance coverage or are successfully contested by the insurance companies, our business,
financial condition and results of operations will be adversely affected.

For the years ended December 31, 2011, 2012 and 2013, there have been no marine-related
accidents which have had a material and adverse effect on our business, financial condition and
results of operations.

Maritime claimants could arrest our vessels, which could interrupt our cash flow and result
in a significant loss of earnings.

Under the maritime law of many jurisdictions, claimants for breach of certain maritime contracts,
vessel mortgagees, crew members, suppliers of goods and services to a vessel, shippers of cargo
and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts,
claims or damages. In addition, in certain jurisdictions, a maritime lienholder may enforce its lien
by arresting a vessel through foreclosure proceedings. This would apply even if our vessels are

54
chartered-out (whether on a bareboat charter basis or otherwise). The arrest or attachment of one
or more of our vessels could result in a significant loss of earnings and cash flow and we may be
required to pay large sums of money to have the arrest lifted.

In addition, international vessel arrest conventions and certain national jurisdictions permit
so-called sister ship arrests, allowing the arrest of vessels that are within the same legal
ownership as the vessel which is subject to the claim or lien. Certain jurisdictions go further,
permitting not only the arrest of vessels within the same legal ownership, but also any associated
vessel. In these jurisdictions, an association may be recognised when two vessels are owned by
companies controlled by the same party. Consequently, a claim may be asserted against us or our
vessels for the liability of one or more of the other vessels we own or of vessels owned by any of
our affiliates.

Any arrest of one or more of our vessels could result in a material loss of earnings and cash flow
for us or require us to provide security to have the arrest lifted.

Risks Relating to Investment in Our Shares

Because the initial public offering price is substantially higher than our book value per
Share, you will incur immediate and substantial dilution.

The Offering Price is a multiple of the value of our net tangible assets per Share based on our
issued share capital as of the date of this Prospectus. Investors who purchase and/or subscribe
for our Shares in the Offering will therefore experience immediate and significant dilution of net
tangible book value per share of our Shares they own. For a calculation of the dilution purchasers
and/or subscribers in this offering will incur, see Dilution.

Future sales of our Shares by our Controlling Shareholders could adversely affect the
market price of our Shares.

Following the Offering and the issue of the Cornerstone Shares, we will have 1,820,000,000
issued Shares, of which 61.1% and 17.3% will be directly owned by KSL and Lightwell Shipping
Inc., respectively (assuming in each case that the Over-allotment Option is not exercised, that
PCL has transferred the 1,111,306,065 Shares held directly by it to KSL as further described in
Share Capital, that none of the 15,843,750 Shares, which are held by certain of KSLs group
employees, are transferred to KSL pursuant to the exercise of the right by KSL to have any of such
Shares transferred to itself or to its order (as described in Principal Shareholders) and Lightwell
Shipping Inc. does not subscribe for any Offering Shares. Upon our admittance to the Official List
of the SGX-ST, our Shares will be tradable on the Main Board of the SGX-ST. Under lock-up
arrangements (as described in Plan of Distribution No Sale of Similar Securities and Lock-up),
KSL and Lightwell Shipping Inc. have each agreed not to transfer their Shares for a period from
the Listing Date until the date falling six months from the Listing Date. If, in the limited
circumstances permitted under the lock-up arrangements during such period or upon the
expiration of the lock-up arrangements, either KSL or Lightwell Shipping Inc. sells or is perceived
as intending to sell a substantial amount of our Shares, this may have a material adverse impact
upon the market price of our Shares. Sales of a substantial number of the Shares in the public
market following the Offering, or the perception that these sales could occur, may also impair our
ability to raise additional capital through the sale of our equity securities in the future.

Upon completion of the Offering, our Controlling Shareholders will continue to own a
significant number of our Shares.

Following the Offering and the issue of the Cornerstone Shares, assuming that the Over-allotment
Option is not exercised, that PCL has transferred the 1,111,306,065 Shares held directly by it to
KSL as further described in Share Capital, that none of the 15,843,750 Shares, which are held

55
by certain of KSLs group employees, are transferred to KSL pursuant to the exercise of the right
by KSL to have any of such Shares transferred to itself or to its order (as described in Principal
Shareholders) and Lightwell Shipping Inc. does not subscribe for any Offering Shares, KSL and
Lightwell Shipping Inc. will directly own approximately 61.1% and 17.3% of our Shares,
respectively. As a result, they will be able to significantly influence our corporate actions including
election of our Directors, deterring or delaying mergers and takeovers, even if such a transaction
would be beneficial to other Shareholders or in the best interests of our Company. We cannot
assure you that their objectives as Controlling Shareholders will not conflict with our business
goals and objectives.

Corporate disclosure and accounting standards in Singapore may vary from applicable
standards in other jurisdictions.

Our corporate affairs are governed by our Memorandum and Articles of Association, by the laws
governing corporations incorporated in Singapore and will be governed by the Listing Manual
upon our admission to the Main Board of the SGX-ST. The rights of our Shareholders and the
responsibilities of our management and our Board of Directors under Singapore law may be
different from those applicable to a company incorporated in another jurisdiction. Principal
shareholders of Singapore companies do not owe fiduciary duties to minority shareholders, as
compared, for example, to controlling shareholders in certain other jurisdictions. Our public
shareholders may have more difficulty in protecting their interests in connection with actions taken
by our management, members of our Board of Directors or our principal Shareholders than they
would as shareholders of a company incorporated in another jurisdiction. See Description of our
Shares Minority Rights.

There may be different publicly available information about companies that are publicly traded in
Singapore, such as ours, than is regularly made available by public companies in other
jurisdictions. These differences include the timing and extent of disclosure of beneficial ownership
of equity securities of officers, directors and significant shareholders, the lack of official
certification of disclosure and financial statements in periodic public reports, and the lack of
disclosure of off-balance sheet transactions in managements discussion of results of operations
in periodic public reports. In addition, our financial statements are prepared in accordance with
Singapore Financial Reporting Standards (SFRS), which may differ in certain respects from
generally accepted accounting principles in other jurisdictions where shareholders may reside.

Overseas Shareholders may not be able to participate in future rights offerings or certain
other equity issues we may make.

If we offer, or cause to be offered to Shareholders, rights to subscribe for additional Shares or any
right of any other nature, we will have discretion as to the procedure to be followed in making such
rights available to Shareholders, or in disposing of such rights for the benefit of such Shareholders
and making the net proceeds available to such Shareholders. We may choose not to offer such
rights to the Shareholders having an address in a jurisdiction outside Singapore and such
Shareholders may experience a dilution in their shareholdings as a result.

Our Shares have never been publicly traded and the Offering may not result in an active or
liquid market for our Shares.

Prior to the Offering, there has been no public market for our Shares and an active public market
for our Shares may not develop or be sustained after the Offering. The trading price of the Shares
may fluctuate after this Offering due to a variety of factors, including our results of operations and
the performance of our business, competitive conditions, general economic, political and social
factors, volatility in the Singapore and global securities markets and the performance of the
Singapore economy. Therefore, we cannot predict the extent to which a trading market will
develop or how liquid that market might become. We cannot assure you that an active trading

56
market for our Shares will develop or, if developed, will be sustained, or that the trading price for
our Shares will not decline below the Offering Price. If an active trading market is not developed
or sustained, the liquidity and trading price of our Shares could be materially and adversely
affected. While we have received a letter of eligibility from the SGX-ST to have our Shares listed
and quoted on the SGX-ST, this should not be taken as an indication of the merits of the Offering,
our Company or our Shares, and the listing and quotation of our Shares does not guarantee that
a trading market for our Shares will develop or, if a market does develop, the liquidity of that
market for our Shares. Although we currently intend that our Shares will remain listed on the
SGX-ST, there is no guarantee of the continued listing of our Shares.

The market price of our Shares may decline after the Offering.

The market price of our Shares may be volatile and could fluctuate significantly and rapidly in
response to, inter alia, the following factors, some of which are beyond our control:

variations in our operating results;

success or failure of our management team in implementing business and growth strategies;

gain or loss of any important business relationship;

changes in securities analysts recommendations, perceptions or estimates of our financial


performance;

changes in conditions affecting the industry, the general economic conditions or stock market
sentiments or other events or factors;

the operating and share price performance of other companies;

the liquidity of the market for our Shares;

differences between our actual financial operating results and those expected by investors
and analysts;

changes in accounting principles or other developments affecting us, our customers or our
competitors;

additions or departures of key personnel;

changes in general market conditions and broad market fluctuations;

negative publicity; and

involvement in litigation.

These fluctuations may be exaggerated if the trading volume of our Shares is low. Volatility in the
price of the Shares may be unrelated or disproportionate to our results of operations. It may be
difficult to assess our performance against either domestic or international benchmarks.

In addition, the SGX-ST and other securities markets have from time to time experienced
significant price and volume fluctuations that are not related to the operating performance of any
particular company. These fluctuations may also materially and adversely affect the market price
of our Shares.

57
The Offering Price has been determined following a book-building process by agreement between
our Company and the Joint Issue Managers and Bookrunners and may not be indicative of prices
that will prevail in the trading market. You may not be able to resell your Shares at a price that is
attractive to you.

Future changes in the value of the Singapore dollar against the U.S. dollar or other
currencies will affect the foreign currency equivalent of the value of our Shares and our
dividends.

Our Shares will be quoted in Singapore dollars on the SGX-ST. Dividends, if any, in respect of our
Shares will be declared and paid in Singapore dollars. For further details, see Dividend Policy.
Fluctuations in the exchange rate between the Singapore dollar and the U.S. dollar or other
currencies will affect, among other things, the foreign currency value of the proceeds which a
Shareholder would receive upon the sale in Singapore of our Shares and the foreign currency
value of our dividends. See also Exchange Rates and Exchange Controls Exchange Rates.

You may have difficulty in serving us with legal process or enforcing judgments against our
Company or our Directors outside Singapore.

We are a limited liability company incorporated in Singapore and a substantial portion of our
assets are, due to their nature, not located in any fixed place. As a result, it may be difficult or
impossible for investors to effect service of process upon us or our Directors and management
outside Singapore if they believe that their rights have been infringed under securities laws or
otherwise. Even if investors are successful in bringing an action of this kind, the laws of Singapore
and of other jurisdictions may prevent or restrict investors from enforcing a judgment against our
assets or against our Directors and management.

Additional funds raised through issuance of the new Shares for our future growth will dilute
Shareholders equity interest.

We may, in the future, expand our capabilities and business through acquisitions, joint ventures
and strategic partnerships with parties who can add value to our business. We may also require
additional equity funding after the Offering. If we choose to issue new Shares in order to finance
future expansion, acquisitions, joint ventures and strategic partnerships, our Shareholders will
face dilution of their shareholdings.

Singapore laws contain provisions that could discourage a take-over of our Company.

We are subject to the Singapore Code on Take-overs and Mergers (the Singapore Take-Over
Code). The Singapore Take-Over Code contains provisions that may delay, deter or prevent a
future take-over or change in control of our Company. Under the Singapore Take-Over Code,
except with the consent of the Securities Industry Council of Singapore, any person acquiring an
interest, whether by a series of transactions over a period of time or not, either on his own or
together with parties acting in concert with him, in 30.0% or more of our voting shares is required
to extend a take-over offer for our remaining voting shares in accordance with the Singapore
Take-Over Code. Except with the consent of the Securities Industry Council of Singapore, a
take-over offer is also required to be made if a person holding between 30.0% and 50.0% (both
inclusive) of our voting shares, either on his own or together with parties acting in concert with
him, acquires additional voting shares representing more than 1.0% of our voting shares in any
six-month period. While the Singapore Take-Over Code seeks to ensure an equality of treatment
among shareholders, its provisions may discourage or prevent certain types of transactions
involving an actual or threatened change of control of our Company which may in turn adversely
affect the market price of our Shares and the ability to realise any benefit from a potential change
of control.

58
Our loan agreements contain a restrictive covenant which could have the effect of
discouraging, delaying or deterring a third party from making an offer for our Shares.

Our loan agreements contain a restrictive covenant that mandates that KSL must continue to be
the largest shareholder of our Company after our Listing (although no specific shareholding
threshold is specified). Please refer to the section entitled Managements Discussion and
Analysis of Financial Condition and Results of Operations Description of Material Indebtedness
for further details on our credit facilities. As any person who acquires a controlling block in excess
of KSLs interest will trigger a breach of this covenant in the absence of a waiver from the lenders
or a refinancing of the loans, this restrictive covenant could potentially deter the acquisition of a
controlling block of our Shares by a person or entity (or a group of persons or entities acting in
concert), thereby impeding the ability of our Shareholders to benefit from a change in control
and/or the ability to realise any potential change of control premium. As such, the existence of the
restrictive covenant could discourage a take-over of our Company.

We will have to rely principally on dividends and other distributions on equity paid by our
operating subsidiaries and any limitations on their ability to pay dividends to us could
adversely impact your ability to receive dividends on our Shares.

Dividends and other distributions on equity paid by our subsidiaries will be our principal source for
cash in order for us to be able to pay any dividends and other cash distributions to our
Shareholders. If our subsidiaries incur debt in the future, the instruments governing the debt may
restrict their ability to pay dividends or make other distributions to us.

Additionally, certain of our subsidiaries ability to pay dividends may be restricted by law or their
constitutive documents. With respect to our subsidiaries in Mexico, according to Article 21 of the
General Corporation Law of Mexico, all companies are required to set aside from their profits a
legal reserve fund of at least 5.0% of their yearly earnings until an amount equal to 20.0% of the
capital stock of the company is reached. Please see Exchange Rates and Exchange Controls
Exchange Controls Mexico for further details. As for our subsidiaries in Malaysia, the Financial
Services Act, 2013 (FSA) states that written approval from the Central Bank of Malaysia is
required if a person undertakes or engages in any transaction in relation to the importing into, or
exporting out of Malaysia, of any foreign currency. As such, in order for our subsidiaries to pay
dividends to us, they would have to first seek approval from the Central Bank of Malaysia. Please
see Exchange Rates and Exchange Controls Exchange Controls Malaysia for further details.

59
USE OF PROCEEDS

Based on the Offering Price per Offering Share of S$1.15, the net proceeds from the Offering and
the issue of the Cornerstone Shares, assuming the Over-allotment Option is not exercised and
after deducting the commissions and other estimated offering expenses payable by us (estimated
to be approximately S$13.4 million, or approximately 3.5% of the gross proceeds from the Offering
and the issue of the Cornerstone Shares), are estimated to be approximately S$374.8 million. If
the Over-allotment Option is exercised in full, the net proceeds from the Offering, the issue of the
Cornerstone Shares and the sale of the Additional Shares are estimated to be approximately
S$426.7 million.

We will not receive any of the net proceeds from the exercise of the Over-allotment Option granted
by the Over-allotment Option Provider.

Use of Proceeds

We intend to use all of the net proceeds received by us from the Offering and from the issue of
the Cornerstone Shares to repay part of the outstanding amounts under our revolving facilities
which have been used for our working capital and capital expenditure.

With regard to such credit facilities to fund our working capital and capital expenditures, we
typically apply the cash flows generated from our operations towards repaying the facilities and
therefore reducing the outstanding amounts under these facilities. As these facilities are revolving
in nature, such repayments would increase the headroom of available funding under these
facilities and our working capital and capital expenditures are drawn from such available
headroom. On the basis of the foregoing, we treat our available funding as being a combination
of cash flows from operations and bank borrowings (through such credit facilities), insofar as our
capital expenditures are concerned.

A breakdown of the repayment of such outstanding amounts is set out below:

Amount to be repaid (in millions)/


Lender Percentage of net proceeds

DBS Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S$134.0/35.8%


Bank of America NA, Singapore Branch . . . . . . . . . . S$73.0/19.5%
OCBC Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S$167.8/44.7%

Please see further details on such facilities in Managements Discussion and Analysis of
Financial Condition and Results of Operations Description of Material Indebtedness, including
the maturity of such indebtedness.

For each Singapore dollar of the gross proceeds that we receive from the Offering and the issue
of the Cornerstone Shares, we intend to use:

approximately 96.5 cents to repay part of the outstanding amounts under our revolving
facilities which have been used for our working capital and capital expenditure; and

approximately 3.5 cents to pay for commissions and other estimated offering expenses
payable by us.

60
The foregoing discussion represents our best estimate of our allocation of the net proceeds that
we receive from the Offering and the issue of the Cornerstone Shares based on our current plans
and estimates regarding our anticipated expenditures. While we expect that the timing and final
amount of disbursements to be made for the foregoing purposes shall be determined by our
Directors with a view to obtaining the optimum benefit for us, due to future events or
developments, such as changes in economic, political or other conditions in the locations where
we propose to make investments, or events which have a material adverse effect on the offshore
industry in these locations, actual expenditures may vary from these estimates and we may find
it necessary or advisable to reallocate our net proceeds within the categories described above or
use portions of our net proceeds for other purposes. In the event that we decide to reallocate our
net proceeds for other purposes, we will publicly announce our intention to do so through a
SGXNET announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com.

Pending the deployment of our net proceeds from the Offering and the issue of Cornerstone
Shares as aforesaid, the funds may be used for working capital purposes, placed in short-term
deposits with banks or financial institutions or invested in money market instruments as we may
deem fit.

As and when the funds from the Offering are materially disbursed, our Company will make periodic
announcements via SGXNET on the use of the net proceeds and will provide a status report on
the use thereof in our annual report.

There is no minimum amount which, in the reasonable opinion of our Directors, must be raised
from the Offering.

Expenses

We estimate that the expenses payable by us in connection with the Offering, the issue of the
Cornerstone Shares and the application for listing, including the commission and all other
incidental expenses relating to the Offering and the issue of the Cornerstone Shares (not including
the commission and other expenses payable by the Over-allotment Option Provider), will amount
to approximately S$13.4 million based on the Offering Price. A breakdown of these expenses is
set out below:

As a Percentage of the
Gross Proceeds from the
Offering and the issue of
Expenses the Cornerstone Shares
(in millions)
Underwriting and placement commission (1) . . . . S$8.3 2.1%
Professional and accounting fees . . . . . . . . . . . S$4.1 1.1%
(2)
Other Offering-related expenses ........... S$1.0 0.3%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S$13.4 3.5%

Notes:

(1) The underwriting and placement commission will be, on a per Share basis, S$0.02.
(2) Includes advertising and printing expenses.

61
We and the Over-allotment Option Provider will severally pay the Joint Issue Managers,
Bookrunners and Underwriters, as compensation for their services in connection with the offer of
the Offering Shares in the Offering and the Cornerstone Shares pursuant to the Cornerstone
Subscription Agreements, a combined underwriting and placement commission (excluding goods
and services tax) amounting to 2.0% of the total gross proceeds from the sale of the new Offering
Shares and the Cornerstone Shares (including the proceeds from the sale of the Additional
Shares, if the Over-allotment Option is exercised). Underwriting and placement commission of
S$0.02 for each new Offering Share and Cornerstone Share are payable by us. The Over-
allotment Option Provider will pay the Joint Issue Managers, Bookrunners and Underwriters, as
compensation for their services in connection with the Offering, underwriting and placement
commission (excluding goods and services tax) amounting to 2.0% of the total gross proceeds
from the sale of the Additional Shares by the Over-allotment Option Provider (if the Over-allotment
Option is exercised). Underwriting and placement commission of S$0.02 for each Additional Share
is payable by the Over-allotment Option Provider.

The aggregate expenses of the Offering (not including the Joint Issue Managers, Bookrunners and
Underwriters underwriting and placement commission and other expenses payable by the
Over-allotment Option Provider) are estimated to be S$13.4 million and are payable by us.

Purchasers and/or subscribers of the Offering Shares under the International Offering may be
required to pay an additional brokerage fee of up to 1.0% of the Offering Price.

See Plan of Distribution for further details.

62
DIVIDEND POLICY

Statements contained in this section that are not historical facts are forward-looking statements.
Such statements are subject to certain risks and uncertainties which could cause actual results to
differ materially from those which may be forecast and projected. Under no circumstances should
the inclusion of such information herein be regarded as a representation, warranty or prediction
with respect to the accuracy of the underlying assumptions by us, the Over-allotment Option
Provider, the Joint Issue Managers, Bookrunners and Underwriters or any other person. Investors
are cautioned not to place undue reliance on these forward-looking statements that speak only as
at the date hereof. See Notice to Investors Forward-looking Statements.

For the year ended December 31, 2011, we paid dividends to our Shareholders of US$0.035 per
Share. For the year ended December 31, 2012, we paid dividends to our Shareholders and
holders of our redeemable convertible preference shares (RCPS) of US$0.035 per share for
each Share and each RCPS. Please see Managements Discussion and Analysis of Financial
Condition and Results of Operations Redeemable Convertible Preference Shares for further
details on the RCPS. As at the Latest Practicable Date, no dividends have been declared in
respect of the year ended December 31, 2013. The amount of our Companys past dividends is
not indicative of the amount that our Company will pay in the future. Whilst historically our
Company had paid dividends in U.S. dollars, our Shares will be quoted in Singapore dollars on the
SGX-ST and hence our Board of Directors has resolved that future dividends will be declared and
paid in Singapore dollars. In this manner, Shareholders will be assured of the absolute amount
receivable in Singapore dollars against a quoted Singapore dollars share. Please also see Risk
Factors Risks Relating to Investment in Our Shares Future changes in the value of the
Singapore dollar against the U.S. dollar or other currencies will affect the foreign currency
equivalent of the value of our Shares and our dividends.

The declaration and payment of dividends may be recommended by our Board of Directors at their
discretion and will depend on a number of factors, including our earnings, capital requirements
and overall financial position. This, in turn, depends on our strategy, the successful
implementation of our strategy and on financial, competitive, regulatory, general economic
conditions and other factors that may be specific to us or specific to our industry, many of which
are beyond our control. There can be no assurance that dividends will be paid in the future or as
to the timing of any dividends that are to be paid in the future. Whilst we do not have a formal
dividend policy, our Board of Directors may from time to time consider paying dividends in a
manner that is in line with our financial performance, after taking into consideration the factors
described above, to allow Shareholders to participate in the profits of our Group.

No inference should or can be made from any of the foregoing statements as to our actual future
profitability or ability to pay dividends.

For information relating to taxes payable on dividends, see Taxation.

63
CAPITALISATION AND INDEBTEDNESS

The table below sets forth our capitalisation and indebtedness as of February 28, 2014:

on an actual basis; and

as adjusted to reflect the issue and offer of the Offering Shares at the Offering Price, the
issue of the Cornerstone Shares, the application of our net proceeds from the Offering and
the issue of the Cornerstone Shares.

You should read this table in conjunction with Selected Consolidated Financial Information,
Managements Discussion and Analysis of Financial Condition and Results of Operations and
our consolidated financial statements and related notes thereto included elsewhere in this
Prospectus.

As of February 28, 2014


Actual As adjusted
(in US$000,
unless otherwise stated)
Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,585 1,585

Borrowings current liabilities (1) . . . . . . . . . . . . . . . . . . . . . . 483,145 187,973


(1)
Borrowings non-current liabilities ................... 300,000 300,000

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 783,145 487,973


Shareholders equity:
Ordinary shares:
Actual issued and outstanding as of
February 28, 2014: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 530,975 530,975
Adjusted for Shares to be issued pursuant to the
Offering and the issue of the Cornerstone Shares . . . . . 295,172
Capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298 298
Accumulated profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345,366 345,366

Total shareholders equity . . . . . . . . . . . . . . . . . . . . . . . . 876,639 1,171,811

Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,659,784 1,659,784

Note:

(1) As of February 28, 2014, all such borrowings are non-guaranteed and unsecured. Such borrowings exclude bankers
guarantees and letters of credit.

As of February 28, 2014, save for:

refund guarantees and performance bonds/guarantees for an aggregate amount of US$5.9


million provided by us on behalf of our joint venture, POSH Terasea Pte. Ltd. (prior to such
joint venture having secured its credit facilities for the issuance of such guarantees or bonds
and against which a proportionate indemnity was provided by our joint venture partner in our
favour).

64
The refund guarantees are guarantees provided for advance payments by our joint ventures
customers under lump-sum project contracts. In the event that the relevant lump-sum project
contracts are terminated, our joint venture is required to refund its customers the advance
payments. Should our joint venture be unable to make such refunds, its customers may claim
for such advance payments from our lenders under the refund guarantees, in which case we
would be required to repay our lenders for the amounts paid to the customers. In the event
that a claim is made against us in reliance on the refund guarantees, the relevant joint
venture partner would be required to pay us, under their indemnity, for an amount of the claim
proportionate to their shareholding in the joint venture.

The performance bonds/guarantees are guarantees provided to secure contractual


performance. In the event that our joint venture fails to complete the relevant contract
secured by such performance bonds/guarantees, its customers may claim for monetary
compensation from our lenders under the performance bonds/guarantees, in which case we
would be required to repay our lenders for the amounts paid to the customers. In the event
that a claim is made against us in reliance on the performance bonds/guarantees, the
relevant joint venture partner would be required to pay us, under their indemnity, for an
amount of the claim proportionate to their shareholding in the joint venture; and

a corporate guarantee for an aggregate amount of US$6.8 million (excluding ancillary


lenders costs, charges and expenses) provided by us on behalf of our joint venture, PT. Win
Offshore (and against which a proportionate corporate guarantee was provided by our joint
venture partner on behalf of the joint venture). The corporate guarantee is a guarantee
provided to secure repayment of a loan of the joint venture. In the event that our joint venture
defaults on its payment obligations under the loan, its lender may claim for the amounts
owing by the joint venture from us, in which case we would be required to pay the lender of
the joint venture for the amounts owing,

there are no indirect and contingent indebtedness with respect to third parties and all of the
indebtedness are non-guaranteed and unsecured.

65
DILUTION

If you invest in the Offering Shares, your interest will be diluted to the extent of the difference
between the price you paid per Offering Share and the net asset value per Share immediately after
completion of the Offering. Dilution is determined by subtracting the net asset value per Share
immediately after completion of the Offering from the price paid by the new investors in the
Offering. Net asset value per Share represents total assets minus total liabilities divided by the
total number of Shares outstanding immediately prior to the Offering. As of December 31, 2013
(and after adjustment for the Share Split and Consolidation), our net asset value per Share was
US$0.58 (or S$0.74 based on an exchange rate of S$1.27 to US$1.00). Our net asset value per
Share as of December 31, 2013, as adjusted for the Share Split, Consolidation and the issue of
the Offering Shares and the Cornerstone Shares (after deducting underwriting and placement
commission and other estimated expenses payable by us) was US$0.64 (or S$0.81 based on an
exchange rate of S$1.27 to US$1.00).

Based on the Offering Price per Offering Share of S$1.15, or US$0.91 based on an exchange rate
of S$1.27 to US$1.00, there will be an immediate dilution in net assets of S$0.34 (or US$0.27) per
Share (or approximately 29.6%) to new investors purchasing Shares at the Offering Price.

The following table illustrates this dilution on a per Share basis:

Offering Price per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S$1.15


Net assets per Share as of December 31, 2013, as adjusted for the Share Split
and Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S$0.74
Net assets per Share as of December 31, 2013, as adjusted for the Share Split,
Consolidation and the issue of the Offering Shares and the Cornerstone Shares
(after deducting underwriting and placement commission and other estimated
expenses payable by us) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S$0.81
Dilution in net assets per Share to new investors . . . . . . . . . . . . . . . . . . . . . . . . . . . S$0.34
Dilution in net assets per Share to new investors (%). . . . . . . . . . . . . . . . . . . . . . . . 29.6%

The following table sets forth the total number of Shares acquired by our Directors and Substantial
Shareholders and their associates during the period of three years prior to the date of lodgment
of this Prospectus, the total consideration paid by them and the average price (effective cash cost)
per Share to them. The following table also sets out the total number of Shares acquired by our
investors pursuant to the Offering, the total consideration paid and the average price (effective
cash cost) per Share to them.

No. of Average Price


Shares (Effective Cash
Acquired Total Consideration Cost) per Share

Substantial Shareholders and


their Associates
PCL
US$4.00
(or approximately
Conversion of RCPS . . . . . . . . . . 26,986,419(1) (1)(2) S$5.08)(1)(2)
Purchase of Shares from Eternal US$12,312,030.50 US$3.50
Fame International Limited in (or approximately (or approximately
December 2013(3) . . . . . . . . . . 3,517,723 (1)
S$15,636,278.74)(1) S$4.45)(1)

66
No. of Average Price
Shares (Effective Cash
Acquired Total Consideration Cost) per Share

Purchase of Shares from an ex- US$49,968,750.00 US$8.125


Shareholder, Singa Star Pte (or approximately (or approximately
Ltd, in February 2014. . . . . . . . 6,150,000(1) S$63,460,312.50)(1) S$10.32)(1)
Eternal Fame International
Limited(3) . . . . . . . . . . . . . . . . . (1)
Purchase of Shares from an ex-
Shareholder, Lim Bok Kee, in
March 2011 . . . . . . . . . . . . . . . 50,000(1) S$141,538.70(1) S$2.83(1)
Purchase of Shares from an ex-
Shareholder, Lee Miu Kim, in
September 2011 . . . . . . . . . . . . 20,000(1) S$56,376.48(1) S$2.82(1)
Purchase of Shares from an
ex-Shareholder, Tang Ying
Kee, in March 2012 . . . . . . . . . 250,000(1) S$736,323.73(1) S$2.95(1)
US$4.00
(or approximately
Conversion of RCPS . . . . . . . . . . 2,239,723(1) (1)(2) S$5.08)(1)(2)
Lightwell Shipping Inc.
US$4.00
(or approximately
Conversion of RCPS. . . . . . . . . . 7,961,286(1) (1)(2) S$5.08)(1)(2)
Directors
Seow Kang Hoe, Gerald
US$4.00
(or approximately
Conversion of RCPS . . . . . . . . . . 58,539(1) (1)(2) S$5.08)(1)(2)
US$1,750,000 US$3.50
(or approximately (or approximately
Purchase of Shares from PCL(4) . 500,000(1) S$2,222,500)(1) S$4.45)(1)
Wu Long Peng
US$4.00
(or approximately
Conversion of RCPS . . . . . . . . . . 58,539(1) (1)(2) S$5.08)(1)(2)
US$1,312,500 US$3.50
(or approximately (or approximately
Purchase of Shares from PCL(4) . 375,000(1) S$1,666,875)(1) S$4.45)(1)
Teo Joo Kim
US$4.00
(or approximately
Conversion of RCPS . . . . . . . . . . 58,539(1) (1)(2) S$5.08)(1)(2)
US$1,750,000 US$3.50
(or approximately (or approximately
Purchase of Shares from PCL(4) . 500,000(1) S$2,222,500)(1) S$4.45)(1)

67
No. of Average Price
Shares (Effective Cash
Acquired Total Consideration Cost) per Share

New Investors pursuant to the


Offering and the issue of the
Cornerstone Shares . . . . . . . . 337,625,000 S$388,268,750 S$1.15

Notes:

(1) Prior to the Share Split and Consolidation.

(2) No consideration was paid as the Shares were issued pursuant to the conversion of our RCPS (as described in
Share Capital) at the ratio of one Share for each RCPS which was in turn issued at an issue price of US$4.00 (or
approximately S$5.08) each.

(3) Eternal Fame International Limited is a subsidiary of KSL and the Shares held by Eternal Fame International Limited
were transferred to PCL in December 2013.
(4) Pursuant to the exercise of options granted by PCL.

The foregoing table and calculations assume no exercise of the Over-allotment Option.

In addition, in December 2013 and March 2014, PCL has agreed to sell, and KSL has agreed to
purchase, 150,286,642 Shares (or such equivalent number of Shares after adjusting for any
subsequent bonus issue, consolidation or subdivision of Shares, including the Share Split and
Consolidation), less (a) any Shares that may be sold by PCL pursuant to the exercise of the
Over-allotment Option, and (b) any of the 2,112,500 Shares (or such equivalent number of Shares
after adjusting for any subsequent bonus issue, consolidation or subdivision of Shares, including
the Share Split and Consolidation) which are held by certain of KSLs group employees, and which
are not transferred to PCL (pursuant to the exercise of the right of PCL to have any of such Shares
transferred itself or to its order) prior to completion, in other words, up to 1,127,149,815 Shares
(after adjusting for the Share Split and Consolidation). The transfer is to be completed as soon as
practicable after the Listing Date. KSL has made an application to the Securities Industry Council
for a confirmation, and the Securities Industry Council has confirmed, that KSL will not be required
to make a mandatory general offer for our Company under Rule 14 of the Singapore Code on
Take-overs and Mergers as a result of KSLs acquisition of such Shares. In addition, we have
made an application to the MPA for its written approval for KSLs acquisition of our Shares which
are held by PCL, which acquisition is conditional upon, amongst others, the written approval of the
MPA. As at the Latest Practicable Date, we have not received the MPAs written approval for such
acquisition.

The transfer is intended to streamline the activities of the PCL group to allow it to focus on its
operating activities, including ship management, owning and operating bulk carriers, container
feeder vessels, tankers, gas carriers and liner/breakbulk vessels. The PCL group, helmed by PCL
as the intermediate holding company having strategic management oversight, is the KSL Groups
shipping arm whose primary focus is on the following shipping segments: dry bulk, tanker and
break-bulk liner shipping activities. In 2006, our Company was incorporated as a wholly-owned
subsidiary of PCL to diversify into the offshore marine support services business. As our Company
will be managed and operated separately and distinctly from the PCL group after our Listing, PCL
would cease to have strategic management oversight over our Company which will then be a
quoted investment asset within the KSL Group. KSL is the ultimate holding company and holds all
of the KSL Groups key listed investments.

The consideration for the transfer was based on the net tangible asset value of the sale shares,
computed on the basis of the audited accounts of our Company for the year ended December 31,
2013.

68
EXCHANGE RATES AND EXCHANGE CONTROLS

Exchange Rates

The following table sets forth, for the periods indicated, the average, high, low and period end
exchange rates between the Singapore dollars and the U.S. dollar, as quoted by Bloomberg L.P.
The exchange rate as of the Latest Practicable Date, as quoted by Bloomberg L.P., was S$1.27
per US$1.00. No representation is made that the Singapore dollar amounts actually represent
such U.S. dollar amounts or could have been or could be converted into U.S. dollars at the rate
indicated, any particular rate or at all.

Period
Average (1) High Low End
Year/Month/Period (Singapore dollar per U.S. dollar)

2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.25 1.32 1.20 1.30


2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.25 1.30 1.22 1.22
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.25 1.28 1.22 1.26
September 2013 . . . . . . . . . . . . . . . . . . . . . . 1.26 1.28 1.25 1.26
October 2013 . . . . . . . . . . . . . . . . . . . . . . . . 1.24 1.25 1.24 1.24
November 2013 . . . . . . . . . . . . . . . . . . . . . . 1.25 1.26 1.24 1.26
December 2013 . . . . . . . . . . . . . . . . . . . . . . 1.26 1.27 1.25 1.26
January 2014 . . . . . . . . . . . . . . . . . . . . . . . . 1.27 1.28 1.26 1.28
February 2014 . . . . . . . . . . . . . . . . . . . . . . . 1.27 1.28 1.26 1.27
March 2014 (through to March 25, 2014). . . 1.27 1.28 1.26 1.27

Source: Bloomberg L.P. We have included the exchange rates quoted above in its proper form and context in this
Prospectus. Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the Securities and Futures
Act, to the inclusion of the exchange rates quoted above in this Prospectus, and is thereby not liable for such information
under Sections 253 and 254 of the Securities and Futures Act. While we, the Over-allotment Option Provider and the Joint
Issue Managers, Bookrunners and Underwriters have taken reasonable actions to ensure that the above exchange rates
have been reproduced in its proper form and context, neither we, the Over-allotment Option Provider, the Joint Issue
Managers, Bookrunners and Underwriters nor any other party has conducted an independent review of the information or
verified the accuracy of the contents of the relevant information.

Note:

(1) The yearly/periodic average rate is the average of the exchange rate on the last business day of each month during
that year/period. The monthly average rate is the average of the exchange rate on each day during that month.

Exchange Controls

As at the date of this Prospectus, no exchange control restrictions are in effect in Singapore.
However, exchange control regulations may exist in certain jurisdictions in which we do business,
as further described below.

69
Indonesia

(a) Transfer of Funds

Transfer of funds in the form of cash dividends, loans or advances is not prohibited under
Law Number 3 Year 2011 concerning the Transfer of Funds. Based on Law Number 8 Year
2010 concerning the Prevention and Eradication of Money Laundering (the Money
Laundering Law), financial service providers must report to the Financial Transaction
Reports and Analysis Centre (Pusat Pelaporan dan Analisis Transaksi Keuangan or the
PPATK) if there is a:

(i) suspicious transaction;

(ii) transaction of at least Rp. 500,000,000 (five hundred million rupiah) or equivalent in
other currencies in one day; and/or

(iii) transfer of funds from and to Indonesia.

Although it is not the obligation of a company to file a report as required by PPATK above,
financial service providers may impute certain requirements to the company when
transferring funds using their service in order to comply with the Money Laundering Law.

(b) Exchange Controls

The foreign exchange system in Indonesia is based on a free floating exchange rate system
in which the exchange rate is solely determined by the market. Indonesian residents are free
to exchange currency in the market. A resident is principally free to transfer its funds in
foreign currency to another country.

Article 8 paragraph (3) of the Investment Law (as defined in Government Regulations
Indonesia) states that investors are entitled to transfer and repatriate, in foreign currency,
among others:

(i) capital;

(ii) profit, bank interest, dividend and other earnings;

(iii) funds needed for:

(1) purchasing raw and complementary materials, semi-finished goods and finished
goods; or

(2) compensating capital goods in order to maintain investment sustainability;

(iv) extra funds needed for investment financing;

(v) funds for the repayment of loans;

(vi) royalty or payable fees;

(vii) individual income of a foreign employee in investment companies;

(viii) investment sales or liquidation revenue;

(ix) compensation against loss;

70
(x) compensation against acquisition;

(xi) payments made for technical assistance purposes, fees payable for technical and
management services, payments made under the terms of project contracts and
payments of intellectual property rights; and

(xii) sales of assets to any designated parties in accordance to prevailing laws and
regulations.

According to the above, repatriation of capital and the remittance of profits in foreign
currency by a company is allowed by the Investment Law.

Based on the Regulation of Bank Indonesia Number 13/15/PBI/2011 concerning the


Monitoring of Non-Bank Institutions Foreign Exchange Activities, which was amended by
Regulation of Bank Indonesia Number 14/4/PBI/2012 and also based on Circular of Bank
Indonesia Number 14/24/DSM to all non-bank institutions in Indonesia, PMA Companies (as
defined in Government Regulations Indonesia Foreign Shareholdings) shall submit a
monthly Foreign Exchange Activity (Lalu Lintas Devisa) report to Bank Indonesia (the
Indonesian central bank).

Moreover, based on the Regulation of Bank Indonesia Number 7/14/PBI/2005 concerning


Restrictions on Rupiah Transactions and Foreign Currency Lending by Bank, remittance of
Rupiah through an Indonesian bank to a foreigners (or a joint account between a foreigner
and a non-foreigner) overseas account is prohibited. Bank Indonesia also has restrictions on
carrying Rupiah out of and into Indonesian customs area. According to Regulation of Bank
Indonesia Number 4/8/PBI/2002, carrying Rupiah amounting to Rp. 100,000,000 (one
hundred million Rupiah) or more out of Indonesian customs area can only be done after
obtaining approval from Bank Indonesia. On the other hand, carrying Rupiah amounting to
Rp. 100,000,000 (one hundred million rupiah) into Indonesian customs area shall be subject
to verification of its authenticity by the Customs and Excise official on arrival.

Malaysia

The applicable foreign exchange laws and regulations in Malaysia are administered by Bank
Negara Malaysia (BNM) pursuant to the FSA. BNM is vested with the powers to enforce the
provisions of the FSA and to grant permissions and consents on transactions which require prior
approval under the FSA. BNM has also been given the power under sections 214(2), 214(5),
214(6) and 261 of the FSA to issue notices which sets out transactions that are prohibited under
the FSA but may be allowed with prior approval of BNM.

The following laws and regulations in relation to foreign exchange laws and regulations will be
applicable to persons who are deemed non-residents of Malaysia:

(a) Repatriation of funds

A non-resident is allowed to repatriate funds from Malaysia, including any income earned or
proceeds from divestments of ringgit assets, provided that the repatriation is made in a
foreign currency. However, the FSA states that written approval of BNM is required if a
person undertakes or engages in any transaction in relation to the importing into, or exporting
out of Malaysia, of any foreign currency.

71
(b) Borrowing

Borrowing in Malaysian ringgit

Non-residents other than financial institutions are allowed to obtain ringgit financing from:

(i) licensed onshore banks (excluding licensed international Islamic banks) only for any
amount to finance real sector activities in Malaysia, the settlement for the purchase of
goods or services with a resident, or the purchase of residential and commercial
properties in Malaysia except for the purchase of land;

(ii) resident stockbroking corporation and licensed onshore banks with stockbroking
licences for margin financing;

(iii) licensed insurer or a licensed takaful operator up to the attained cash surrender value
of any life insurance policy or family takaful certificate purchased by the non-resident;

(iv) resident companies and individuals for any amount to finance real sector activities in
Malaysia;

(v) individuals who are immediate family members for any amount and purpose; and

(vi) employers in Malaysia for any amount pursuant to the terms and conditions of the
service and for use in Malaysia.

Borrowing in foreign currency

Non-residents are free to obtain foreign currency financing in any amount from licensed
onshore banks. Proceeds of the borrowing can be utilised in or outside Malaysia.
Non-residents are also allowed to issue foreign-currency denominated sukuk/bonds in
Malaysia for use in or outside Malaysia.

Mexico

In Mexico, there are no restrictions for the remittance or repatriation of profits, dividends, interest
payments, capital or any other service payments. In addition, there are no exchange controls in
Mexico on any inward or outward investments. Foreign currencies may be bought and sold freely
and there are no restrictions on the maintenance of foreign currency bank accounts in Mexico by
companies.

Non-residents of Mexico are allowed to freely repatriate their investments in the country and there
are no exchange control limitations on remittances in foreign currency for the repatriation of
capital investments and repayments of intercompany loans or for remittance of dividends,
intercompany interest or branch profits. However, it should be noted that according to Article 21
of the General Corporation Law of Mexico, all companies are required to set aside from their
profits a legal reserve fund of at least 5.0% of their yearly earnings until an amount equal to 20.0%
of the capital stock of the company is reached.

The Mexican financial system allows and regulates the participation of foreigners in the capital of
the companies. The limit of foreign participation for charter companies is 49.0% However, Mexico
has entered into commercial treaties with many countries with special provisions allowing a higher
percentage of foreign participation. For example, the North American Free Trade Agreement
establishes conditions for 100.0% foreign investment participation in financial leasing, factoring,
and special purpose financial companies.

72
Mexico has also entered into an agreement with the Government of the United States and the
Government of the Republic of Singapore on the promotion and reciprocal protection of
investments, establishing that all money transfers related to an investment of an investor of the
other contracting party shall be made freely and without delay into and out of its area. Money
transfers shall be made in a freely usable currency at the market rate of exchange prevailing on
the date of transfer. This agreement does not allow a higher percentage of foreign participation.

73
SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following selected consolidated financial data should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of Operations and
our audited consolidated financial statements for the years ended December 31, 2011, 2012 and
2013 and the related notes thereto, all of which are included elsewhere in this Prospectus.

Selected consolidated statements of comprehensive income

Year ended December 31,


2011 2012 2013
(US$000) (US$000) (US$000)
(audited) (audited) (audited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,950 242,966 237,263
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (185,542) (181,892) (164,872)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,408 61,074 72,391


Other operating income . . . . . . . . . . . . . . . . . . . . . 17,721 40,447 50,379
Distribution costs . . . . . . . . . . . . . . . . . . . . . . . . . . (1,369) (1,222) (1,613)
General and administrative expenses . . . . . . . . . . (23,761) (29,047) (31,686)
Other operating expenses . . . . . . . . . . . . . . . . . . . (6,522)
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,451) (13,163) (12,963)
Share of joint ventures results . . . . . . . . . . . . . . . (5,065) (3,629) 850

Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . 25,961 54,460 77,358


Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257 (940) (3,987)

Net profit for the year, representing total


comprehensive income attributable to
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,218 53,520 73,371

Earnings per share (cents per share)


Basic (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.18 4.46 6.02
Diluted (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.18 4.33 4.95
(3)
Adjusted ............................... 1.70 3.40 4.03

Notes:

(1) For comparative purposes, basic earnings per share have been computed based on the weighted average number
of Shares in the pre-Offering share capital of our Company, being 1,201,125,000 Shares, 1,201,125,000 Shares and
1,218,077,000 Shares (after the Share Split and Consolidation) in each of the years ended December 31, 2011,
2012 and 2013, respectively.
(2) For comparative purposes, diluted earnings per share have been computed based on the weighted average number
of Shares in the pre-Offering share capital of our Company, being 1,201,125,000 Shares, 1,236,570,000 Shares and
1,482,375,000 Shares (after the Share Split and Consolidation) in each of the years ended December 31, 2011,
2012 and 2013, respectively.

(3) For comparative purposes, adjusted earnings per share have been computed based on the weighted average
number of Shares in the post-Offering share capital of our Company, being 1,538,750,000 Shares, 1,574,195,000
Shares and 1,820,000,000 Shares (after the Share Split and Consolidation) following the completion of the Offering
and the issue of the Cornerstone Shares in each of the years ended December 31, 2011, 2012 and 2013,
respectively.

74
Selected statements of financial position
As at December 31,
2011 2012 2013
(US$000) (US$000) (US$000)
(audited) (audited) (audited)
Assets
Non-current assets
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295,303 295,303 295,303
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734,181 768,741 1,037,610
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 602 327 251
Loans to joint ventures . . . . . . . . . . . . . . . . . . . . . . 191,197
Interest in joint ventures . . . . . . . . . . . . . . . . . . . . . 5,384 8,484 20,072
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . 123
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,235 8,593 8,847
1,045,828 1,081,448 1,553,280
Current assets . . . . . . . . . . . . . . . . . . . . . . . .....
Consumables. . . . . . . . . . . . . . . . . . . . . . . . . ..... 8,905 5,979 1,265
Receivables and other current assets. . . . . . . ..... 65,298 63,849 67,845
Amounts owing from joint ventures and fellow
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,822 208,084 90,170
Loans to joint ventures . . . . . . . . . . . . . . . . . . . . . . 17,482 22,656 26,089
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,941 5,937
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . 498 517 10,552
257,946 307,022 195,921
Fixed assets classified as held-for-sale . . . . . . . . . . 10,677 24,320
257,946 317,699 220,241
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,303,774 1,399,147 1,773,521
Equity and liabilities
Equity attributable to shareholders
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380,975 380,975 530,975
Accumulated profits . . . . . . . . . . . . . . . . . . . . . . . . . 213,049 266,569 333,022
Other reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298 14,970 298
594,322 662,514 864,295
Non-current liabilities
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000 300,000
Redeemable convertible preference shares . . . . . . . 135,328
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . 94 178 166
94 435,506 300,166
Current liabilities
Payables and accruals . . . . . . . . . . . . . . . . ....... 71,396 50,336 62,089
Advances received from customers . . . . . . ....... 12,778
Amounts owing to joint ventures and fellow
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,698 23,850 23,367
Amounts owing to holding companies. . . . . . . . . . . . 182 1,268 649
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,590 225,325 507,426
Provision for taxation . . . . . . . . . . . . . . . . . . . . . . . . 1,492 348 2,751
709,358 301,127 609,060
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 709,452 736,633 909,226
Net current (liabilities)/assets . . . . . . . . . . . . . . . . (451,412) 16,572 (388,819)
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 594,322 662,514 864,295
Total equity and liabilities . . . . . . . . . . . . . . . . . . . 1,303,774 1,399,147 1,773,521

75
Selected consolidated statements of cash flow
Year ended December 31,
2011 2012 2013
(US$000) (US$000) (US$000)
(audited) (audited) (audited)

Net cash generated from operating activities . . . . 85,877 65,676 135,217


Net cash (used in) investing activities . . . . . . . . . . (264,612) (128,756) (405,056)
Net cash generated from financing activities . . . . . 176,559 63,099 279,874

Net (decrease)/increase in cash and


cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . (2,176) 19 10,035
Cash and cash equivalents at beginning
of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,674 498 517

Cash and cash equivalents at end of year . . . . . . . . 498 517 10,552

76
SELECTED PRO FORMA FINANCIAL INFORMATION

The following selected pro forma financial data should be read in conjunction with the report from
the Independent Auditors in relation to the unaudited pro forma consolidated financial information
of our Group for the year ended December 31, 2013 and the related notes thereto (together, the
Pro Forma Financial Statements), included in Appendix I in this Prospectus.

Our Group had entered into certain acquisitions and disposals of assets during the period
commencing on January 1, 2013 and ending on the date of registration of this Prospectus with the
MAS. The relevant acquisitions and disposals are disclosed in Note 4 to the Pro Forma Financial
Statements.

To illustrate the effect of such acquisitions and disposals on the audited financial statements of our
Group for the year ended December 31, 2013, the Pro Forma Financial Statements have been
prepared, on the basis of the assumptions set out in Note 2 to the Pro Forma Financial
Statements, to illustrate what:

(i) the financial results of our Group for the year ended December 31, 2013 would have been
if the significant events discussed in Note 4 to the Pro Forma Financial Statements had taken
place on January 1, 2013;

(ii) the financial position of our Group as at December 31, 2013 would have been if the
significant events discussed in Note 4 to the Pro Forma Financial Statements had taken
place as at the relevant dates presented; and

(iii) the cash flows of our Group for the year ended December 31, 2013 would have been if the
significant events discussed in Note 4 to the Pro Forma Financial Statements had taken
place on January 1, 2013,

as set out in the following tables.

The Pro Forma Financial Statements have been prepared for illustrative purposes only and
because of its nature, may not give a true and fair picture of our actual financial position and
results and is not necessarily indicative of the results of the operations or the related effects on
the financial position that would have been attained had the above mentioned existed earlier.

77
Selected Pro Forma Consolidated Statement of Comprehensive Income

Year ended
December 31,
2013
(US$000)
(unaudited)
Revenue 225,748
Cost of sales (159,095)

Gross profit 66,653


Other operating income 53,833
Distribution costs (1,613)
General and administrative expenses (31,686)
Finance costs (12,963)
Share of joint ventures results 4,111

Profit before taxation 78,335


Taxation (3,987)

Net profit for the year, representing total comprehensive income attributable
to shareholders 74,348

78
Selected Pro Forma Consolidated Statement of Financial Position

As at
December 31,
2013
US$000
(unaudited)
Assets
Non-Current Assets
Goodwill 295,303
Fixed assets 1,071,060
Intangible assets 251
Loans to joint ventures 191,197
Interest in joint ventures 20,072
Prepayments 8,847
1,586,730
Current Assets
Consumables 1,265
Receivables and other current assets 67,845
Amounts owing from joint ventures and fellow subsidiaries 90,170
Loans to joint ventures 26,089
Cash and cash equivalents 10,552
195,921
Fixed assets classified as held-for-sale
195,921
Total Assets 1,782,651
Equity and Liabilities
Equity Attributable to Shareholders
Share capital 530,975
Accumulated profits 337,206
Other reserves 298
868,479
Non-Current Liabilities
Bank borrowings 300,000
Deferred tax liabilities 166
300,166
Current Liabilities
Payables and accruals 62,089
Advances received from customers 12,778
Amounts owing to joint ventures
and fellow subsidiaries 23,367
Amounts owing to holding companies 649
Bank borrowings 512,372
Provision for taxation 2,751
614,006
Total Liabilities 914,172
Net Current Liabilities (418,085)
Net Assets 868,479
Total Equity and Liabilities 1,782,651

79
Selected Pro Forma Consolidated Cash Flow Statement

Year ended
December 31,
2013
US$000
(unaudited)
Net cash generated from operating activities 121,477
Net cash used in investing activities (410,002)
Net cash generated from financing activities 298,560

Net increase in cash and cash equivalents 10,035


Cash and cash equivalents at beginning of year 517

Cash and cash equivalents at end of year 10,552

80
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of
operations in conjunction with the section entitled Selected Consolidated and Other Financial
Data and our consolidated financial statements and the related notes included elsewhere in this
Prospectus. This discussion contains forward-looking statements that are subject to numerous
risks and uncertainties, including, but not limited to, those described in the Risk Factors section
of this Prospectus. Actual results could differ materially from those contained in any forward-
looking statements.

Overview

We are the largest Asia-based international operator of offshore support vessels and one of the
top five globally, based on Infields data on the number of vessels operated by us and the other
major international providers of global support vessels, with a diversified fleet servicing offshore
oil and gas E&P activities. Our offshore support vessels perform anchor handling services, ocean
towage and installation, ocean transportation, heavy-lift and offshore accommodation services.
Our vessels also provide harbour towage and emergency response services.

As of December 31, 2013 and as of the Latest Practicable Date, we operated a combined fleet of
112 and 110 vessels, respectively, including 45 and 47 vessels, respectively, owned by our joint
ventures (of which, as of the Latest Practicable Date, one vessel is undergoing conversion into an
accommodation vessel and two vessels are chartered by a joint venture as a charterer on
long-term charters). This combined fleet comprises AHTS, AHTs, ocean-towing tugs, PSVs,
accommodation vessels, utility vessels and crane and deck barges. As of the Latest Practicable
Date, we have on order and scheduled for delivery 15 vessels, comprising two deck cargo barges,
two ASD harbour tugs, three DP2 accommodation vessels, three DP2 AHTS, two DP3 SSAVs and
three vessels which our joint ventures have on order. In addition, we have one vessel that is
undergoing conversion into an accommodation vessel. Please see Business Vessels to be
Delivered for further details.

Our fleet operates worldwide serving offshore oilfields in Asia, Africa and Latin America. We have
provided vessels and services for projects involving many of the worlds major oil companies, as
well as many large international offshore contractors, such as Saipem, Hyundai Heavy Industries,
Technip and SapuraClough Offshore.

We earn revenue primarily from time charters of our vessels. We also earn significant revenue
from lump-sum project contracts for which our vessels are deployed.

We manage and measure our business performance in four distinct operating segments which are
the Offshore Supply Vessels or OSV Segment, the Transportation and Installation or T&I
Segment, the Offshore Accommodation or OA Segment and the Harbour Services and Emergency
Response or HSER Segment.

Material Events After December 31, 2013

We and one of our joint ventures, GOSH, have chartered a total of eight vessels to OSA, six of
which have, in turn, been chartered by OSA to PEMEX, which is a Mexican state-owned petroleum
company involved in the oil and gas sector. Two persons who hold interests (which may either be
direct or indirect interests) in OSA also hold interests in two of the shareholders of GOSH (who
each have interest of 25% in GOSH). Save for the foregoing, there are no relationships between
the parties.

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As at the Latest Practicable Date, the administration of OSA has been placed under the control
of the Mexican government, in connection with the Mexican governments investigations of OSA
over alleged fraud arising from billings charged by OSA to PEMEX. Whilst the charters of two
vessels by OSA from our Group have expired, the six vessels chartered by OSA from GOSH
continue to be deployed on charter to PEMEX. Save for major decisions which require unanimous
agreement among us and our joint venture partners of GOSH, on a day-to-day basis, our Group
manages the commercial and technical operations of GOSH (including the chartering of vessels).
To the best of our knowledge, none of the vessels of our Group and GOSH are involved in the
fraud allegations. None of our Directors and Executive Officers are involved in the fraud
allegations.

As at the Latest Practicable Date, there was outstanding charter hire for the charter of the vessels
due from OSA to our Group and GOSH in the amounts of US$1.9 million and US$16.4 million
respectively.

The abovementioned amount owing to GOSH relates to invoices prior to the establishment of an
irrevocable trust arrangement with OSA and PEMEX on August 8, 2013, pursuant to which PEMEX
will pay all charter hire invoiced by OSA into an irrevocable trust for the benefit of GOSH and our
Company. Since the establishment of the trust, payments of such charter hire (arising from
invoices for the continuing deployment of the six vessels on charter to PEMEX) have been made
to the trust and subsequently distributed for, amongst others, payment of vessel operating
expenses, repayment of loan and interest owing by GOSH to our Company (which loan is further
described below) and payments to GOSH.

As our Group recognises our proportionate economic interests in GOSH and therefore accounts
for our proportionate share of the results of GOSH accordingly, in view of the uncertainties arising
from the state of affairs of OSA under the Mexican governments administration, we have made
an allowance of US$8.2 million for the year ended December 31, 2013 being our proportionate
share of GOSH relating to the US$16.4 million outstanding charter hire owing by OSA to GOSH.
Of the US$1.9 million outstanding charter hire due from OSA to our Group, we have made an
allowance of approximately US$0.5 million for the year ended December 31, 2013 being the
amount attributable to services and invoices pertaining to the said year, and we currently expect
to make an additional allowance of up to approximately US$1.4 million for the year ending
December 31, 2014 being the amount attributable to services and invoices rendered for the year.
Please also see Managements Discussion and Analysis of Financial Conditions and Results of
Operations Material Events After December 31, 2013 and Managements Discussion and
Analysis of Financial Conditions and Results of Operations Review of Operating Results Year
ended December 31, 2013 compared to year ended December 31, 2012.

Our Company has also granted a loan (of which the outstanding amount as at December 31, 2013
was US$109.8 million) to GOSH for the acquisition, modification and mobilisation of the six
vessels of GOSH which have been chartered to OSA. The loan was granted in view of the
unacceptable terms offered by the local banks in Mexico. There are no fixed repayment
instalments and the charter hire that is paid into the trust (referred to above) are paid back to our
Group and the net amount (after deducting commission, vessel operating expenses and taxes) is
applied against the loan. As security for the loan, we have share pledge agreements with the two
Mexican shareholders of GOSH (representing 50.0% interests in GOSH) and mortgages over the
six vessels owned by GOSH. Please see Summary Valuation for further details on the
valuation of the vessels owned by GOSH. To safeguard our interest, we have in March 2014
initiated legal actions to recover full repayment of the outstanding loan and interest payable to us,
including legal actions to enforce our rights under the share pledge agreements to require the sale
of the shares held by the two Mexican shareholders to such person as we may nominate whereby
the proceeds from such sale will be paid to us to reduce our loan to GOSH. No allowance was
made in this regard given that (a) we expect that the contracts with PEMEX will remain operational
until 2015, and the charter income from the contracts with PEMEX (which, when invoiced by OSA,

82
are payable to the trust and on the basis that such amounts are paid by PEMEX into the trust) is
sufficient to service GOSHs vessel operating expenses, as well as its obligations to service the
loan and current and future interest payable to us by GOSH; and (b) as security for the loan, we
have share pledge agreements with the two Mexican shareholders of GOSH (representing 50.0%
interests in GOSH) and mortgages over the six vessels owned by GOSH. We understand from our
legal advisers as to Mexico law, Basham, Ringe y Correa, S.C., that the mortgages over the six
vessels owned by GOSH are enforceable under Mexico law in accordance with their respective
terms and there is no reason to believe that there are currently any issues (including any issues
arising from the Mexican governments investigations of OSA over alleged fraud arising from
billings charged by OSA to PEMEX) that may give rise to prevent the enforcement of such
mortgages. Please refer to the section titled Risk Factors Risks Relating to Our Business and
Operations We, as well as our joint ventures, are exposed to the credit risks of our customers
and certain other third parties, and the non-performance or insolvency of these parties could
adversely affect our financial condition and results of operations for further details on the share
pledge agreements and mortgages.

Please also see Review of Operating Results Year ended December 31, 2013 compared to
year ended December 31, 2012 and Risk Factors Risks Relating to Our Business and
Operations We, as well as our joint ventures, are exposed to the credit risks of our customers
and certain other third parties, and the non-performance or insolvency of these parties could
adversely affect our financial condition and results of operations and Business Legal
Proceedings for further details.

Key Factors Affecting Our Results of Operations

Activity in offshore oil and gas E&P

The demand for our services depends on the level of activity in offshore oil and gas E&P. The level
of such activity has historically been volatile and the volatility is likely to continue to be so in the
future. The level of offshore E&P activity has been closely related to global oil and gas prices.
Prices peaked in the middle of 2008, after which they fell sharply. Oil and gas prices have since
late 2009 recovered from their lows. Future volatility in global oil and gas prices will likely affect
the level of E&P activity, which would in turn affect demand for our services.

Following the Deepwater Horizon incident in April 2010, there was a cessation of drilling activity
in the U.S. Gulf of Mexico due to oil spill cleanup efforts and a drilling moratorium. Although the
moratorium was lifted in October 2010, drilling activity in that region has been slow to recover and
has yet to return to pre-incident levels. It remains uncertain what impact the incident itself may
have on the regulation of offshore oil and gas E&P sector. Announced and anticipated changes in
laws and regulations regarding offshore oil and gas exploration and development activities, the
cost or availability of insurance, and decisions by customers, governmental agencies, or other
industry participants could further reduce demand for our services or increase our costs of
operations.

Trends within the offshore oil and gas E&P sector will also affect our results. In particular, we
believe that continued growth in deepwater oil E&P activity will be positive across our business
segments, as we have increasingly oriented our business towards deepwater activity and such
activity generally requires a wider range of offshore support services and more specialised
capabilities and vessels that can command better pricing over conventional assets. Deepwater oil
exploration activity requires sustained higher oil prices to encourage the substantial additional
investment required.

In addition, as our fleet can be deployed globally, we are able to pursue business opportunities in
regions where offshore oil and gas E&P activity is growing most rapidly, subject to any limitations
imposed by local laws and regulations.

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Size and composition of our fleet

The number and types of vessels in our fleet are important factors that directly affect our results
of operations. In recent years, we have significantly increased our fleet size and the mix of vessels
has changed. As of December 31, 2013 and as of the Latest Practicable Date, POSH and its
subsidiaries owned 67 and 63 vessels, respectively, including three vessels which we have sold
to and chartered back from a joint venture on long-term charters (and on that basis, these vessels
are accounted for as vessels owned by POSH and its subsidiaries). These figures exclude vessels
owned by joint venture companies that are not consolidated in our financial statements. For further
details, see Business Overview and Business Vessels to be Delivered. The composition of
our fleet affects our results of operations, as market demand, day rates and operating expenses
may vary for vessels of different types, ages and specifications. Generally, demand and day rates
for newer and higher specification vessels will, in the absence of other relevant factors, be higher
than for older and lower specification vessels.

Terms of our contracts

We earn and recognise revenues primarily from time charter of our vessels to our customers
based upon daily rates of hire. We also recognise significant revenue from lump-sum project
contracts, and these are translated into time charter equivalent for revenue recognition purposes.
In our lump-sum contracts, which are generally for towage projects, we determine the deployment
of our vessels. To a lesser extent, we enter into bareboat charters.

Contracts on a time charter basis with our customers are on a fixed day rate basis. Revenue from
our contracts is generally driven by our day rates and the period over which our vessels are under
contract. Certain contracts provide for mobilisation and demobilisation fees to be paid. In such
instances, the fees are recognised over the period of the contracts which includes the mobilisation
and demobilisation days. As contracts on time charter basis with our customers are on a fixed day
rate basis, we have no ability to adjust rates in response to any increase in the costs of crewing,
maintenance, repairs, spare parts, consumables and compliance with any new rules and
regulations. Generally such costs are fairly consistent but may fluctuate due to events beyond our
control, and any substantial increase in such costs would adversely affect our profitability. The
potential for mismatch between costs and fixed day rates may be exacerbated by options given
to customers under some contracts to extend such contracts at the day rates applicable during the
initial contractual term. However, in the event that there is a change in the area of operation
according to the customers requirements, we can negotiate higher rates from the customer,
depending on market conditions.

Our order book

In many cases, we enter into charters and project contracts well in advance of the deployment of
the vessels, while such vessels are deployed elsewhere or under construction or renovation. The
extent to which we have contracted in advance to fill our vessel order book can have both
positive and negative effects on our results of operations. For example, if, under a charter or other
contract reached in advance for a particular vessel, we are able to lock in pricing that is higher
than the rates prevailing at the time the vessel is actually deployed, the impact will be positive.
However, if prices subsequently increase, we will have forgone the opportunity to earn higher
rates.

The extent to which we seek to fill out our order book in advance will depend on our view of pricing
trends in our industry as well as the prevailing opportunities for long-term charters and project
contracts. We regularly assess market conditions and trends to strike a balance between the
stability in revenue afforded by a more extensive order book and the opportunity to take advantage
of possible future positive pricing trends.

84
For more information on our order book by segment, see Business Business Segments.

Vessel utilisation ratios

The vessel utilisation ratio is the number of days in a given period during which a wholly-owned
vessel generates revenue compared to the total number of days in that period that such vessel
was available. Available days is defined as total calendar days or from the day when the vessel
is first delivered to us (in the case of a newbuilding or a newly acquired vessel) less days for
scheduled dry-docking or repairs.

The number of days that each of our vessels is utilised, as well as the operating day rates payable
under our contracts, are largely dependent upon market supply and demand. Our available days
may be lower during periods when our vessels are off-hire or out of service (due to, for example,
dry-docking, maintenance and repair or inability to procure a contract). Each of our vessels is
likely to be docked from time to time for surveys and repairs. When our vessels are docked, they
are not available for hire and, as a result, do not generate any revenue. Our vessels may also be
subject to accidents and incidents that may result in their not being available for hire and are
subject to a number of operating risks. The operation, maintenance, building, refurbishing,
upgrading and repair of our vessels will require substantial expenditure and may exceed estimates
that could adversely affect our vessel utilisation ratios.

Competition

Our performance is affected by competition in the markets where we operate. We operate in a


highly competitive industry and face numerous competitors in each of the geographical regions in
which we operate, ranging from global owners and operators of vessels that operate in many
regions to smaller local companies that typically concentrate their activities in one specific region.
Local competitors in each country in which we operate may have more domestic experience and
better relationships with customers than we do. In addition, certain countries may have regulations
or practices that may effectively require contracts to be awarded to local contractors or require
foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Major
offshore supply vessels operators are expanding rapidly in terms of both fleet size and quality. We
believe that the relatively young age and modern features of our vessels, our ability to manage our
vessels with lower operating costs, and our ability to provide reliable services provide us with
competitive advantages. However, oversupply of vessels in any particular segment of our
business may adversely affect our pricing and margins. Our profitability will depend to a large
degree on the aforementioned competitive factors and our ability to differentiate ourselves from
our competitors. See Appendix A Industry Overview for more information on other companies
operating in our industry.

Increase in environmental protection and related regulations

We are subject to environmental protection laws and regulations in the various jurisdictions that
we operate. Domestic and international regulators have established safety criteria and are
authorised to investigate vessel accidents and recommend improved safety standards. They also
regulate and enforce various aspects of vessel operations, including classification, certification,
routes, dry-docking intervals, crew requirements, tonnage requirements and restrictions, hull
requirements and vessel documentation. Government regulations, safety or equipment standards
relating to the age of vessels and new environmental requirements may require us to incur
significant capital expenditure for alterations or the addition of new equipment to our vessels. This
may, in turn, restrict the types of activities which our vessels may engage in. We anticipate that
increased environmental protection may place additional burdens on us and increase our
operating costs.

85
Access to capital and cost of financing

Our performance is affected by our access to capital, our unutilised credit facilities and the total
amount raised through other financing methods, as well as interest rate fluctuations and other
financing costs. We finance vessel acquisitions and constructions through bank borrowings,
equity capital and cash flow from our operating activities. Access to capital and cost of capital are
important to our performance, and future tightening of liquidity could negatively affect our
performance. As of December 31, 2013, our outstanding borrowings amounted to US$807.4
million. The weighted-average interest rate per year applicable to our bank borrowings was 1.9%
per annum for the year ended December 31, 2013. In addition, our access to capital and cost of
financing are affected by regulatory restrictions imposed from time.

Fleet Optimisation

Over the years, we have disposed of vessels as we re-profile and upgrade our fleet to meet
changing market demands. Our track record of having acquired vessels at competitive prices has
enabled us to recognise gains from disposals of various vessels. From 2007 to December 31,
2013, we recorded gains from disposal of vessels totalling US$90.0 million. For the years ended
December 31, 2011, 2012 and 2013, the gains arising from the disposals of our vessels amounted
to US$13.6 million, US$11.3 million and US$10.9 million, respectively.

Please also see Business Fleet Optimisation for further details.

Seasonality

Certain offshore markets are affected by seasonal weather conditions. For example, business in
the South China Sea is adversely affected by the northeast monsoon from November to March and
in the Indian Ocean by the southwest monsoon from July to September. The vessel utilisation
ratios of our vessels operating in the affected areas are generally at their lowest during the
monsoon season. Although our vessels are not currently deployed there, the North Sea is another
offshore market affected by seasonality, where winter weather conditions hinder operations.
Operations in any market may, however, be affected by unusually long or short offshore
construction seasons due to, among other things, abnormal weather conditions, as well as market
demand associated with increased development activities. Accordingly, the results of any given
period are not necessarily indicative of annual results or continuing trends, and may vary.

In recent periods, our revenue has not been subjected to significant seasonal variation.

Share of joint ventures results

The foregoing factors also contribute to the results of our joint ventures that operate vessels.

As of December 31, 2013 and as of the Latest Practicable Date, our jointly-controlled joint
ventures had 45 and 47 vessels, respectively, excluding three vessels which we have sold to and
chartered back from a joint venture on long term charters, three vessels which are deployed
outside our Group and including two vessels chartered by a joint venture as a charterer on
long-term charters (and on that basis, these vessels are accounted for as vessels owned by the
relevant joint venture).

As our joint ventures are accounted for under the equity method in our consolidated financial
statements, the impact of changes in their fleets and of the other factors described above flow to
our results through our proportionate share in the results of these entities.

86
Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with SFRS. SFRS
requires that we adopt accounting policies and make estimates that, our Directors believe, are the
most appropriate under the circumstances for the purposes of giving a true and fair view of our
results and financial condition. In preparing our consolidated financial statements, we made
certain estimates and assumptions about future events based on our experience. The resulting
accounting estimates will, by definition, seldom equal the actual results. Consistent with the
accounting principle of matching expenses and revenue, it will be necessary to estimate or make
necessary provisions for certain expenses yet to be invoiced or revenues yet to be received.
These will be included as carrying amounts in the current assets and liabilities.

Below we describe certain of our critical accounting policies and estimates. For further details on
our critical accounting policies and estimates, see Note 2 to our consolidated financial statements.

Depreciation of vessels

Our Groups cost of vessels, less their estimated scrap value, is depreciated on a straight-line
basis over the estimated useful life. The useful lives and scrap values of the vessels are based
on estimations commonly applied in the shipping industry. Changes in market situation and
individual condition of the vessels might impact the economic useful life and the scrap value.
Accordingly, future depreciation charges could be subject to revision.

Fair value of financial instruments

Where the fair values of financial instruments recorded on the balance sheet cannot be derived
from active markets, they are determined using valuation techniques including the discounted
cash flow model. The inputs to these models are derived from observable market data where
possible, but where this is not feasible, a degree of judgement is required in establishing fair
values. The judgments include considerations of liquidity and model inputs regarding the future
financial performance of the investee, its risk profile, and economic assumptions regarding the
industry and geographical jurisdiction in which the investee operates. Changes in assumptions
about these factors could affect the reported fair value of financial instruments.

Impairment of loans and receivables

Our Group assesses at the end of each reporting period whether there is any objective evidence
that a financial asset is impaired. To determine whether there is objective evidence of impairment,
our Group considers factors such as the probability of insolvency or significant financial difficulties
of the debtor and default or significant delay in payments. Where there is objective evidence of
impairment, the amount and timing of future cash flow are estimated based on historical loss
experience for assets with similar credit risk characteristics.

Impairment of goodwill

Our Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated.
Estimating the value in use requires our Group to make an estimate of the expected future cash
flows from the cash generating units and also to choose suitable discount rates in order to
calculate the present value of those cash flows.

87
Certain Income Statement Items

Revenue

Revenue represents income derived from the charter hire of vessels, the provision of offshore
support and marine services (including transportation, towing, mooring and installation) and
services performed for oil spill and salvage operations.

The following table sets forth our revenue by business segment for the years indicated:

Year ended December 31,


2011 2012 2013
US$ in US$ in US$ in
millions % millions % millions %
(audited)
Offshore Supply Vessels . . . 85.3 35.4 91.0 37.4 120.3 50.7
Transportation and
Installation . . . . . . . . . . . . . . 103.5 43.0 100.1 41.2 65.1 27.4
Offshore Accommodation . . . 22.2 9.2 23.2 9.6 29.5 12.4
Harbour Services and
Emergency Response . . . . . 29.9 12.4 28.7 11.8 22.4 9.5

Total revenue . . . . . . . . . . . 240.9 100.0 243.0 100.0 237.3 100.0

(a) Offshore Supply Vessels Segment

Revenue from the OSV Segment is mainly derived from the deployment of a fleet of 8,000
to 16,000 BHP AHTS and 2,200 to 4,100 DWT PSVs to provide multi-role services such as
towing and positioning drilling rigs, and materials transportation. Revenue from the OSV
Segment accounted for 35.4%, 37.4% and 50.7% of total revenue for the years ended
December 31, 2011, 2012 and 2013, respectively.

(b) Transportation and Installation Segment

Revenue from the T&I Segment is mainly derived from the deployment of 12,000 to 16,300
BHP AHTs designed for ocean towing, transportation of FPSO and other large offshore
structures and installation of offshore structures in offshore oilfields. In addition, this segment
operates a fleet of 4,000 to 8,000 BHP AHTs in shallow waters, which are primarily engaged
in the support of shallow water pipelay and platform construction work. Revenue from the T&I
Segment accounted for 43.0%, 41.2% and 27.4% of total revenue for the years ended
December 31, 2011, 2012 and 2013, respectively.

(c) Offshore Accommodation Segment

Revenue from the OA Segment is mainly derived from the deployment of accommodation
vessels that provide accommodation, lifting, heli deck, catering, workshop and storage
facilities in offshore oilfields for offshore construction and/or maintenance operations.
Revenue from the OA Segment accounted for 9.2%, 9.6% and 12.4% of total revenue for the
years ended December 31, 2011, 2012 and 2013, respectively.

88
(d) Harbour Services and Emergency Response Segment

Revenue from HSER Segment is mainly derived from the deployment of a fleet of 3,200 to
5,000 BHP ASD harbour tugs and heavy lift crane barges with Safe Working Load (SWL)
capacities ranging from 60 tonnes to 1,500 tonnes to provide harbour towage operations and
heavy lift services. The HSER Segment also offers a comprehensive range of services,
equipment and personnel for salvage, rescue and oil spill response operations globally.
Revenue from the HSER Segment accounted for 12.4%, 11.8% and 9.5% of total revenue for
the years ended December 31, 2011, 2012 and 2013, respectively.

The following table sets forth our proforma revenue by geography, being the respective
geographic regions of our customers place of business (based on their business addresses) for
the years indicated:

Year ended December 31,


2011 2012 2013
US$ in US$ in US$ in
millions % millions % millions %
(audited)
Oceania
Australia . . . . . . . . . . . . . . 6.9 2.9 19.7 8.1 1.1 0.5
Pacific Islands. . . . . . . . . . 5.4 2.2 7.0 2.9 5.4 2.3

Asia Pacific
Singapore . . . . . . . . . . . . . 60.0 24.9 59.9 24.7 78.6 33.1
Thailand . . . . . . . . . . . . . . 16.0 6.6 16.5 6.8 10.7 4.5
Indonesia . . . . . . . . . . . . . 6.4 2.7 3.0 1.2 2.3 1.0
Vietnam . . . . . . . . . . . . . . . 10.5 4.3 6.2 2.5 19.1 8.0
Malaysia . . . . . . . . . . . . . . 15.4 6.4 27.4 11.3 43.9 18.5
China . . . . . . . . . . . . . . . . 2.4 1.0 3.6 1.5 3.3 1.4
Others . . . . . . . . . . . . . . . . 38.7 16.0 10.7 4.4 10.5 4.4

Americas
North America . . . . . . . . . . 5.7 2.4 2.0 0.8 n.m. (1) 0.0
South America . . . . . . . . . 9.5 4.0 6.4 2.6 4.1 1.7

Middle East and West Asia . . 25.3 10.5 58.7 24.2 30.3 12.8

Africa
Congo . . . . . . . . . . . . . . . . 0.5 0.2 2.4 1.0 17.2 7.3
Others . . . . . . . . . . . . . . . . 5.2 2.2 n.m. (2) 0.0 2.8 1.2

Europe . . . . . . . . . . . . . . . . . 33.0 13.7 19.4 8.0 7.9 3.3

Total revenue . . . . . . . . . . . 240.9 100.0 243.0 (3) 100.0 (3) 237.3 (3) 100.0

89
Notes:

(1) The amount was approximately US$32,000.

(2) The amount was approximately US$21,000.

(3) Figures may not add up due to rounding.

Such geographic regions represent the respective geographic regions of our customers place of
business (based on their business addresses). Accordingly, the geographic regions of our
customers place of business (based on their business addresses) in the table above is not
reflective of the locations where we operate. Our fleet operates worldwide serving offshore
oilfields in Asia, Africa and Latin America and we have a proven international operating track
record over many years. Please see Business Our Competitive Strengths Global reach with
a proven international operating track record for further details. Information on our proforma
revenue by geography does not form part of our audited consolidated financial statements for the
years ended December 31, 2011, 2012 and 2013 and the related notes thereto. Such disclosure
has been inserted for compliance only and will not be adopted for ongoing financial reporting.

Cost of sales

Cost of sales consists of project cost and commission, vessel operating expenses, docking
expenses, cost of chartered-in vessels and depreciation and amortisation charges.

The following table sets forth details of our cost of sales for the years indicated:

Year ended December 31,


2011 2012 2013
US$ in US$ in US$ in
millions % millions % millions %
(audited)
Project cost & commission . . 34.5 18.6 29.0 15.9 18.0 10.9
Vessel operating expenses . . 59.7 32.2 52.1 28.6 51.7 31.4
Docking expenses . . . . . . . . 3.1 1.7 6.9 3.8 3.4 2.0
Chartered-in vessels . . . . . . 53.3 28.7 57.6 31.7 55.3 33.6
Depreciation & Amortisation . 34.9 18.8 36.3 20.0 36.5 22.1

Total cost of sales . . . . . . . 185.5 100.0 181.9 100.0 164.9 100.0

Project costs are mainly costs directly related to specific projects such as rental of specialised
equipment, bunker and the cost of specialised personnel. Commission is paid to brokers for
sourcing the charters. Project costs and commission accounted for 18.6%, 15.9% and 10.9% of
total cost of sales for the years ended December 31, 2011, 2012 and 2013, respectively. Please
see Year ended December 31, 2013 compared to year ended December 31, 2012 Cost of
sales and Year ended December 31, 2012 compared to year ended December 31, 2011 Cost
of sales for further details on the decrease in project costs and commission as a percentage of
total cost of sales.

Vessel operating expenses are mainly recurring expenses related to the operation of vessels such
as crewing, consumables, repairs and maintenance, insurance and vessel management fee.
Vessel operating expenses accounted for 32.2%, 28.6% and 31.4% of total cost of sales for the
years ended December 31, 2011, 2012 and 2013, respectively.

90
Docking expenses for vessels accounted for 1.7%, 3.8% and 2.0% of total cost of sales for the
years ended December 31, 2011, 2012 and 2013, respectively.

Chartered-in vessel expense is charter hires for vessels from third parties and joint ventures.
Chartered-in vessel expense accounted for 28.7%, 31.7% and 33.6% of total cost of sales for the
years ended December 31, 2011, 2012 and 2013, respectively.

Depreciation and amortisation charges are depreciation charges for vessels and amortisation of
capitalised docking cost. Depreciation and amortisation charges accounted for 18.8%, 20.0% and
22.1% of total cost of sales for the years ended December 31, 2011, 2012 and 2013, respectively.

The following table sets forth our cost of sales by business segment for the years indicated:

Year ended December 31,

2011 2012 2013

US$ in US$ in US$ in


millions % millions % millions %
(audited)
Offshore Supply Vessels . . . 72.6 39.1 73.3 40.3 89.9 54.5
Transportation and
Installation . . . . . . . . . . . . . . 75.6 40.7 74.1 40.7 45.5 27.6
Offshore Accommodation . . . 15.5 8.4 16.2 8.9 15.5 9.4
Harbour Services and
Emergency Response . . . . . 21.8 11.8 18.3 10.1 14.0 8.5

Total cost of sales . . . . . . . 185.5 100.0 181.9 100.0 164.9 100.0

Gross Profit and Gross Profit Margin

The following table sets forth our gross profit by business segment for the years indicated:

Year ended December 31,

2011 2012 2013

US$ in US$ in US$ in


millions % millions % millions %
(audited)
Offshore Supply Vessels . . . 12.7 22.9 17.7 29.0 30.4 42.0
Transportation and
Installation . . . . . . . . . . . . . . 27.9 50.4 26.0 42.5 19.6 27.1
Offshore Accommodation . . . 6.7 12.1 7.0 11.5 14.0 19.3
Harbour Services and
Emergency Response . . . . . 8.1 14.6 10.4 17.0 8.4 11.6

Total gross profit . . . . . . . . 55.4 100.0 61.1 100.0 72.4 100.0

91
The following table sets forth our gross profit margin by business segment for the years indicated:

Year ended December 31,

2011 2012 2013

% % %
(audited)
Offshore Supply Vessels . . . . . . . . . . . . . . . . . . . . 14.9 19.5 25.3
Transportation and Installation . . . . . . . . . . . . . . . . 27.0 26.0 30.1
Offshore Accommodation . . . . . . . . . . . . . . . . . . . . 30.2 30.2 47.4
Harbour Services and Emergency Response . . . . 27.1 36.2 37.5
Overall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.0 25.1 30.5

The OSV Segment generated 22.9%, 29.0% and 42.0% of total gross profit for the years ended
December 31, 2011, 2012 and 2013, respectively. The gross profit margin of this segment
increased from 14.9% in the year ended December 31, 2011 to 19.5% in the year ended
December 31, 2012. For the year ended December 31, 2013 the OSV Segment increased its
gross profit margin from 19.5% in the previous year to 25.3%.

The T&I Segment generated 50.4%, 42.5% and 27.1% of total gross profit for the years ended
December 31, 2011, 2012 and 2013, respectively. The gross profit margin of this segment
decreased from 27.0% in the year ended December 31, 2011 to 26.0% in the year ended
December 31, 2012. For the year ended December 31, 2013, the T&I Segment increased its gross
profit margin from 26.0% in the previous year to 30.1%.

The OA Segment generated 12.1%, 11.5% and 19.3% of total gross profit for the years ended
December 31, 2011, 2012 and 2013, respectively. The gross profit margin of this segment
remained at 30.2% in the year ended December 31, 2011 as compared with the year ended
December 31, 2012. For the year ended December 31, 2013, the OA Segment increased its gross
profit margin from 30.2% in the previous year to 47.4%.

The HSER Segment generated 14.6%, 17.0% and 11.6% for the years ended December 31, 2011,
2012 and 2013, respectively. The gross profit margin of this segment increased from 27.1% in the
year ended December 31, 2011 to 36.2% in the year ended December 31, 2012. For the year
ended December 31, 2013, the HSER Segment increased its gross profit margin from 36.2% in the
previous year to 37.5%.

Our overall gross profit margin increased from 23.0% in the year ended December 31, 2011 to
25.1% and 30.5% in the years ended December 31, 2012 and 2013, respectively.

Other Operating Income

Other operating income comprises interest income, gain on disposal of fixed assets, foreign
exchange gain, fair value gain on foreign exchange contracts and sundry income. Gain on
disposal of vessels amounted to approximately US$13.6 million, US$11.3 million and US$10.9
million representing 76.8%, 28.0% and 21.6% of total other operating income for the years ended
December 31, 2011, 2012 and 2013, respectively. Other operating income also comprises net fair
value gains on foreign exchange contracts amounting to US$13.2 million and US$19.0 million
representing 32.7% and 37.7% of total other operating income for the year ended December 31,
2012 and 2013, respectively.

92
Distribution Costs

Distribution costs mainly comprise telecommunications, travelling and sales and marketing
related expenses.

General and Administrative Expenses

Administrative expenses mainly consist of personnel expenses, office expenses, shared services
costs, allowance for doubtful debts and non-vessel related depreciation charges of fixed assets.

The following table sets forth details of our general and administrative expenses for the years
indicated:

Year ended December 31,


2011 2012 2013
US$ in US$ in US$ in
millions % millions % millions %
(audited)
Personnel expenses . . . . . . . 14.3 60.1 15.5 53.4 18.6 58.7
Office expenses . . . . . . . . . . 4.0 16.8 4.1 14.2 5.3 16.7
Shared services costs . . . . . 4.2 17.6 4.0 13.8 3.6 11.4
Allowance for doubtful
debts . . . . . . . . . . . . . . . . . . 1.0 4.2 4.9 16.9 3.8 11.9
Depreciation . . . . . . . . . . . . . 0.3 1.3 0.5 1.7 0.4 1.3

Total general and


administrative expenses . . 23.8 100.0 29.0 100.0 31.7 100.0

Personnel expenses include mainly directors remuneration, administrative staff salaries and
benefits amounting to US$14.3 million, US$15.5 million and US$18.6 million representing 60.1%,
53.4% and 58.7% of total general and administrative expenses for the years ended December 31,
2011, 2012 and 2013, respectively.

Office expenses include mainly office rental and utilities amounting to US$4.0 million, US$4.1
million and US$5.3 million representing 16.8%, 14.2% and 16.7% of total general and
administrative expenses for the years ended December 31, 2011, 2012 and 2013, respectively.

Shared services costs are mainly shared human resources, internal audit, information technology,
legal and treasury services amounting to US$4.2 million, US$4.0 million and US$3.6 million
representing 17.6%, 13.8% and 11.4% of total general and administrative expenses for the years
ended December 31, 2011, 2012 and 2013, respectively. Please refer to the Interested Person
Transactions and Potential Conflicts of Interest section of this Prospectus for further details.

Other Operating Expenses

Other operating expenses mainly comprise foreign exchange losses.

Finance Costs

Finance costs mainly comprise interest expense on bank borrowings.

93
Share of Joint Ventures Results

Share of joint ventures results comprises share of results from our joint venture entities. In the
year ended December 31, 2013, we reported our share of joint ventures results totalling US$9.1
million. However, developments in Mexico necessitated the allowance of US$8.2 million pertaining
to trade debts that may be doubtful. Consequently, net of debt allowance, our share of joint
ventures results is thus US$0.9 million for the year ended December 31, 2013.

Please refer to Material Events After December 31, 2013 and Key Factors Affecting Our
Results of Operations Share of joint ventures results above for further details.

Taxation

The statutory corporate income tax rate in Singapore is 17%. However, income derived from the
charter hire of vessels stationed in waters outside of Singapore is exempt from Singapore income
tax, although other income is not. In addition, payment to us from certain other jurisdictions may
be subject to withholding or other taxes. Please refer to the Taxation section of this Prospectus
for further details.

Review of Operating Results

Year ended December 31, 2013 compared to year ended December 31, 2012

Revenue

Revenue declined by US$5.7 million or 2.3% from US$243.0 million in the year ended December
31, 2012 to US$237.3 million in the year ended December 31, 2013 mainly due to a decrease in
revenue in the T&I and HSER Segments and partially offset by an increase in revenue from the
OSV and OA Segments. Changes in charter and utilisation rates are driven by market factors
(namely, global supply and demand for vessels). The table below provides segment-wise revenue
information and explanations for the principal reasons for the changes in the various segments:

Revenue

Year ended
December 31,
Percentage
2012 2013 Change change Explanation

US$ in millions
OSV. . . . . . . 91.0 120.3 29.3 32.2% Increase in charter rates and utilisation
(US$13.3 million) and the addition of
seven new vessels (US$14.9 million)
T&I. . . . . . . . 100.1 65.1 (35.0) (34.9)% Sale of five vessels to our joint venture,
POSH Terasea Pte. Ltd. (US$28.5
million) and lower charter rates and
utilisation (US$7.1 million)
OA . . . . . . . . 23.2 29.5 6.3 27.2% Higher charter rates offset in part by
lower utilisation
HSER . . . . . 28.7 22.4 (6.3) (22.0)% Decrease in utilisation offset in part by
increase in average charter rates for
harbour tugs (US$3.6 million) and
income from salvage operations
(US$0.7 million)

Total
Revenue . . . 243.0 237.3 (5.7) (2.3)%

94
Cost of sales

Costs of sales decreased by US$17.0 million or 9.3% from US$181.9 million for the year ended
December 31, 2012 to US$164.9 million for the year ended December 31, 2013 primarily due to
lower project cost, commission and docking expenses. The lower project cost and commission
was principally due to reduced project activities, principally in the T&I Segment, in this period. The
reduced project activities in the T&I Segment resulted from the sale of five vessels to our joint
venture, POSH Terasea Pte. Ltd.

Gross profit and gross profit margin

Lower cost of sales (as explained above) more than offset the decline in revenue (as explained
in the immediately preceding table) and resulted in increased gross profits and overall gross profit
margins. For the year ended December 31, 2013, gross profit increased by US$11.3 million to
US$72.4 million (when compared against the same period last year of US$61.1 million). Gross
profit margin increased to 30.5% from 25.1% in the same period last year.

The increased gross profit margins are mainly attributable to the OA and the OSV Segments, due
to the higher average charter rates achieved, as well as the decline in cost of sales, achieved as
described above.

Other operating income

Other operating income increased by US$10.0 million or 24.8% from US$40.4 million for the year
ended December 31, 2012 to US$50.4 million for the year ended December 31, 2013 mainly due
to an increase in net fair value gains on foreign exchange contracts of US$5.9 million and an
increase in interest income of US$3.5 million.

Distribution costs

Distribution costs increased by US$0.4 million or 33.3% from US$1.2 million for the year ended
December 31, 2012 to US$1.6 million for the year ended December 31, 2013.

General and administrative expenses

Administrative expenses increased by US$2.7 million or 9.3% from US$29.0 million for the year
ended December 31, 2012 to US$31.7 million for the year ended December 31, 2013 mainly due
to personnel expenses and office expenses.

Other operating expenses

There were no other operating expenses for the year ended December 31, 2013.

Finance costs

Cost of borrowings, at 1.9%, for the year ended December 31, 2013 versus 2.1% for the same
period last year, resulted in lower finance costs of US$13.0 million, a decrease of US$0.2 million
from US$13.2 million.

95
Share of joint ventures results

Share of joint ventures results improved from a loss of US$3.6 million for the year ended
December 31, 2012 to a profit of US$0.9 million for the year ended December 31, 2013. The loss
for the year ended December 31, 2012 was due to our share of losses in joint ventures which
included our share of the start-up cost of our Mexican joint venture, Servicios Martimos Gosh,
S.A.P.I. de C.V.. This was partially offset by our share of profits from other joint ventures. For the
year ended December 31, 2013, our share of joint ventures results would have been US$9.1
million. Operationally, in the year ended December 31, 2013, our Singapore, Mexico and
Indonesia joint ventures and a newly established joint venture, POSH Terasea Pte. Ltd., were
profitable. However, due to developments in Mexico, as detailed in Material Events After
December 31, 2013, and on a prudent basis, we made an allowance of US$8.2 million pertaining
to our share of debts in GOSH that may be doubtful. Consequently, our share of joint ventures
results for the year ended December 31, 2013 is US$0.9 million, an improvement against the
previous comparative year nonetheless.

Profit before taxation

For the foregoing reasons, profit before taxation increased by US$22.9 million or 42.0% from
US$54.5 million for the year ended December 31, 2012 to US$77.4 million for the year ended
December 31, 2013.

Taxation

Taxation increased by US$3.1 million or 344.4% from US$0.9 million for the year ended December
31, 2012 to US$4.0 million for the year ended December 31, 2013, primarily due to higher non-tax
exempt income and Singapore income tax payable in respect of higher interest income from
foreign countries.

Net profit

As a result of the foregoing, net profit increased by US$19.9 million or 37.2% from US$53.5 million
for the year ended December 31, 2012 to US$73.4 million for the year ended December 31, 2013.

96
Year ended December 31, 2012 compared to year ended December 31, 2011

Revenue

Revenue increased by US$2.1 million or 0.9% from US$240.9 million in the year ended December
31, 2011 to US$243.0 million in the year ended December 31, 2012 mainly due to the increase in
revenue from the OSV and OA Segments and partially offset by the decrease in revenue from the
T&I and HSER Segments. Changes in charter and utilisation rates are driven by market factors
(namely, global supply and demand for vessels). The table below provides segment-wise revenue
information and explanations for the principal reasons for the changes in the various segments:

Revenue

Year ended
December 31,
Percentage
2011 2012 Change change Explanation

US$ in millions
OSV . . . . . . . 85.3 91.0 5.7 6.7% Increase in charter rates and utilisation for
AHTS vessels (US$9.3 million) offset in part
by a decline in PSV charter rates and
utilisation (US$5.5 million)
T&I . . . . . . . . 103.5 100.1 (3.4) (3.3)% Lower charter rates and utilisation for AHT
vessels (US$4.4 million) and lower charter
rates and utilisation for towage (US$2.5
million) offset in part by higher charter rates
and utilisation for barges (US$1.9 million)
and higher revenue from chartered-in
vessels (due to an increase in chartered-in
vessels from 10 in the year ended
December 31, 2011 to 30 in the year ended
December 31, 2012) (US$1.6 million)

OA . . . . . . . . 22.2 23.2 1.0 4.5% Higher revenue from a chartered-in vessel


(whereas none was chartered-in during the
prior year) (US$0.8 million) and higher
charter rates and utilisation for
accommodation vessels (US$0.2 million)
HSER . . . . . . 29.9 28.7 (1.2) (4.0)% Lower revenue from chartered-in vessels
(due to a decrease in chartered-in vessels
from 21 in the year ended December 31,
2011 to five in the year ended December
31, 2012) (US$2.5 million) and lower
charter rates and utilisation for harbour tugs
(US$2.2 million) offset in part by an
increase in income from salvage operations
(US$2.8 million) and charter rates and
utilisation from heavy lift vessels (US$0.4
million)

Total
Revenue . . . . 240.9 243.0 2.1 0.9%

97
Cost of sales

Cost of sales decreased by US$3.6 million or 1.9% from US$185.5 million in the year ended
December 31, 2011 to US$181.9 million in the year ended December 31, 2012, primarily due to
lower vessel operating expenses and project cost and commission which were partially offset by
higher expenses for chartered-in vessels and docking expenses in the year ended December 31,
2012.

In the year ended December 31, 2011, we incurred higher vessel operating expenses in Latin
America. These expenses, which were not incurred in the year ended December 31, 2012, were
principally attributable to higher crew costs due to a requirement to hire local crew for such
operations in Latin America. The decrease in project cost and commission was mainly due to lower
project activities, principally in the OA Segment, in the year ended December 31, 2012. The
decrease in project cost and commission in the OA Segment was attributable to the reduction in
the number of new contracts commenced in 2012, from two in the year ended December 31, 2011
to one in the year ended December 31, 2012, as project costs and commissions are
disproportionately borne at the commencement of a contract. The increase in chartered-in vessels
expenses was mainly due to an increase in the number of chartered-in vessels in the year ended
December 31, 2012 to 41 from 38 in the year ended December 31, 2011.

Gross profit and gross profit margin

As a result of the increase in revenue (as explained in the immediately preceding table) and
decrease in cost of sales (as explained above), gross profit increased by US$5.7 million or 10.3%
from US$55.4 million in the year ended December 31, 2011 to US$61.1 million in the year ended
December 31, 2012. Overall gross profit margin increased by 2.1% from 23.0% in the year ended
December 31, 2011 to 25.1% in the year ended December 31, 2012 mainly due to gross profit
margin improvement in the OSV Segment resulting from an increase in average charter rates for
AHTS vessels.

Other operating income

Other operating income increased by US$22.7 million or 128.2% from US$17.7 million in the year
ended December 31, 2011 to US$40.4 million in the year ended December 31, 2012, primarily due
to higher interest income of US$12.6 million and an increase in net fair value gains on foreign
exchange contracts of US$13.2 million. The higher interest income was mainly due to a full
calendar year of interest income on loans to our Mexican joint venture Servicios Martimos Gosh,
S.A.P.I. de C.V. in the year ended December 31, 2012 (such loans totalling US$113.6 million as
of December 31, 2012) versus partial year of interest income on such loans in the year ended
December 31, 2011 (such loans totalling US$142.8 million as of December 31, 2011). The
increase in net fair value gains on foreign exchange contracts relates to these contracts carried
beyond their hedging periods. The contracts were retained beyond their hedging periods because
of our Companys view that the relevant reference currency would move in favour of our Company.

Distribution costs

Distribution costs decreased by US$0.2 million or 14.3% from US$1.4 million in the year ended
December 31, 2011 to US$1.2 million in the year ended December 31, 2012.

General and administrative expenses

Administrative expenses increased by US$5.2 million or 21.8% from US$23.8 million in the year
ended December 31, 2011 to US$29.0 million in the year ended December 31, 2012.

98
The higher administrative expenses in the year ended December 31, 2012 was mainly due to
higher bad and doubtful debt. The higher bad and doubtful debt provision for the year ended
December 31, 2012 was due to a write-off of US$3.2 million, which represented the disputed
amount in connection with the sale price of a vessel sold by our Group to a counterparty for
US$18.5 million. The vessel was originally chartered to the counterparty with an option to
purchase the vessel over the period of the charter. The counterparty had exercised the option and
taken the position that the option price should be reduced by a portion of the total charter hire
already paid by the counterparty. Following negotiations with the counterparty, our Group had
decided to amicably resolve the matter with the counterparty and this resulted in the write-off of
the US$3.2 million.

Other operating expenses

There were no other operating expenses in the year ended December 31, 2012.

Finance costs

Finance costs increased by US$2.7 million or 25.7% from US$10.5 million in the year ended
December 31, 2011 to US$13.2 million in the year ended December 31, 2012 primarily due to
higher levels of borrowing during the year ended December 31, 2012. The eventual finance costs
arising from the higher levels of borrowings were tempered by a lower weighted average rate of
interest.

Share of joint ventures results

Our joint ventures reported a loss and our share amounted to US$3.6 million for the year ended
December 31, 2012, compared with a loss of US$5.1 million in the year ended December 31,
2011. This was mainly due to the improvement in results of one of our Singapore joint ventures,
Pacific Workboats Pte. Ltd., which was partially offset by losses from our Mexican joint venture,
Servicios Martimos Gosh, S.A.P.I. de C.V., in the year ended December 31, 2012. These losses
were due to start-up costs and the non-commercial deployment of four vessels whilst they were
undergoing conversion to mud boats. Servicios Martimos Gosh S.A.P.I. de C.V. commenced
operations in 2012.

Profit before taxation

For the foregoing reasons, profit before taxation increased by US$28.5 million or 109.6% from
US$26.0 million in the year ended December 31, 2011 to US$54.5 million in the year ended
December 31, 2012.

Taxation

We recorded taxation expenses of US$0.9 million in the year ended December 31, 2012 mainly
due to higher levels of withholding taxes incurred in foreign countries, compared to a reported net
credit in taxation of US$0.2 million in the year ended December 31, 2011.

Net profit

As a result of the foregoing, net profit increased by US$27.3 million or 104.2% from US$26.2
million in the year ended December 31, 2011 to US$53.5 million in the year ended December 31,
2012.

99
Certain Balance Sheet Items

Year ended December 31, 2013

Non-current assets

Non-current assets mainly comprise fixed assets, goodwill, loan to joint ventures and interest in
joint ventures. As of December 31, 2013, our non-current assets amounted to US$1,553.3 million,
representing 87.6% of our total assets.

The largest component of our non-current assets is our fixed assets which amounted to
US$1,037.6 million. This mainly comprises our existing vessels (other than vessels held for sale)
and vessels under construction of US$634.6 million and US$400.3 million, respectively.

Goodwill of US$295.3 million relates to goodwill arising from the acquisition of PSA Marines
offshore business in 2007.

Interest in joint ventures amounted to US$20.1 million and mainly comprises receivable from a
joint venture of US$28.8 million and unquoted equity investments of US$39.5 million, partially
offset by deferred income of US$62.5 million. The receivable from a joint venture arises from the
sales of vessels to the joint venture company and forms part of our Companys net investment in
the joint venture. The deferred income relates to gain on disposal of vessels to joint ventures in
excess of our investment in certain joint ventures.

Loan to joint ventures was US$191.2 million. This amount is a reclassification from current assets
following an agreement on the terms and tenure of loans to two of our joint ventures.

Current assets

Current assets mainly comprise amounts owing from joint ventures and fellow subsidiaries,
receivables and other current assets, and loans to joint ventures. As of December 31, 2013, our
current assets amounted to US$220.2 million, representing 12.4% of our total assets.

Amounts owing from joint ventures and fellow subsidiaries amounted to US$90.2 million and
mainly comprise receivables from our joint ventures. These receivables arise from the sale of
vessels to them and include interest charged. Receivables and other current assets amounted to
US$67.8 million and mainly comprise trade receivables from our customers. The US$26.1 million
represents our proportionate shareholder loans to joint ventures for capital expenditure and
working capital loans.

Non-current liabilities

Non-current liabilities mainly comprise bank borrowings of US$300.0 million. As of December 31,
2013, our non-current liabilities amounted to US$300.2 million, representing 33.0% of our total
liabilities.

Current liabilities

Current liabilities mainly comprise bank borrowings of US$507.4 million, payables and accruals of
US$62.1 million and amounts owing to joint ventures and fellow subsidiaries of US$23.4 million.
As of December 31, 2013, our current liabilities amounted to US$609.1 million, representing
67.0% of our total liabilities.

The payables and accruals of US$62.1 million comprise mainly payables and accruals arising
from operating activities.

100
The amounts owing to joint ventures relate to trade payables arising from vessels chartered in
from our joint ventures. The amounts owing to fellow subsidiaries mainly arise from payables from
vessels under construction.

Equity attributable to shareholders

Equity attributable to shareholders of US$864.3 million comprises share capital, accumulated


profits and other reserves of US$531.0 million, US$333.0 million and US$0.3 million respectively,
as of December 31, 2013. The increase in share capital was due to the conversion of RCPS into
ordinary shares which occurred in the last quarter of 2013.

Year ended December 31, 2012

Non-current assets

Non-current assets mainly comprise fixed assets and goodwill. As of December 31, 2012, our
non-current assets amounted to US$1,081.4 million, representing 77.3% of our total assets.

The largest component of our non-current assets is our fixed assets which amounted to US$768.7
million. This mainly comprises our existing vessels and vessels under construction of US$600.3
million and US$166.2 million, respectively.

Goodwill of US$295.3 million relates to the goodwill arising from the acquisition of PSA Marines
offshore business in 2007.

Current assets

Current assets mainly comprise amounts owing from joint ventures and fellow subsidiaries,
receivables and other current assets and loans to joint ventures. As of December 31, 2012, our
current assets amounted to US$317.7 million, representing 22.7% of our total assets.

Amounts owing from joint ventures and fellow subsidiaries amounted to US$208.1 million and
mainly comprise non-trade receivables from our joint ventures of US$193.4 million arising from
the sale of our vessels to them. Receivables and other current assets amounted to US$63.8
million and mainly comprise trade receivables from our customers of US$50.7 million. The
US$22.7 million represents our proportionate shareholder loans to joint ventures for capital
expenditure and working capital purposes.

Non-current liabilities

Non-current liabilities mainly comprise bank borrowings of US$300.0 million and RCPS of
US$135.3 million. As of December 31, 2012, our non-current liabilities amounted to US$435.5
million, representing 59.1% of our total liabilities.

Current liabilities

Current liabilities mainly comprise bank borrowings of US$225.3 million, payables and accruals of
US$50.3 million and amounts owing to joint ventures and fellow subsidiaries of US$23.9 million.
As of December 31, 2012, our current liabilities amounted to US$301.1 million, representing
40.9% of our total liabilities.

The payables and accruals mainly comprise trade payables of US$10.6 million and accruals of
US$36.7 million, which mainly comprise accrued operating expenses.

101
The amounts owing to joint ventures relate to trade payables arising from vessels chartered in
from our joint ventures. The amounts owing to fellow subsidiaries mainly arise from payables from
vessels under construction.

Equity attributable to shareholders

Equity attributable to shareholders mainly comprises share capital and accumulated profits of
US$381.0 million and US$266.6 million, respectively as of December 31, 2012.

Liquidity and Capital Resources

Our liquidity requirements arise from our need to finance our capital expenditure and our working
capital. To fund these requirements, we have relied on equity capital, cash flows from operations
and bank borrowings. With regard to such credit facilities to fund our working capital and capital
expenditures, we typically apply the cash flows generated from our operations towards repaying
the facilities and therefore reducing the outstanding amounts under these facilities. As these
facilities are revolving in nature, such repayments would increase the headroom of available
funding under these facilities and our working capital and capital expenditures are drawn from
such available headroom. On the basis of the foregoing, we treat our available funding as being
a combination of cash flows from operations and bank borrowings (through such credit facilities),
insofar as our capital expenditures are concerned. Going forward, we expect to continue to incur
significant capital expenditure for the expansion of our fleet. Our Directors are of the opinion that
the working capital available to us, after taking into account our anticipated cash flow from
operations, committed debt facilities, together with proceeds from this Offering and our existing
cash, is sufficient for our present requirements and for at least 12 months after the listing of our
Company on the Main Board of the SGX-ST. Our anticipated cash flows from operations depend
on several factors beyond our control, such as conditions in the offshore oil and gas industry,
demand and supply of vessels in the markets we operate in and the laws and regulations in the
maritime industry, including cabotage laws. We may therefore be required to incur additional
indebtedness or issue additional equity in the future.

We recorded net current liabilities of US$388.8 million as of December 31, 2013, which were
primarily due to the drawdown of loans to fund the acquisition and construction of vessels.

Cash Flow

The following table sets forth selected cash flow data from our consolidated statement of cash
flows for the years indicated:

Year ended December 31,


2011 2012 2013
(US$ in millions)
Net cash generated from operating activities . . . . 85.9 65.7 135.2
Net cash used in investing activities . . . . . . . . . . . (264.6) (128.8) (405.1)
Net cash generated from financing activities . . . . . 176.5 63.1 279.9
Net (decrease)/increase in cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.2) 10.0
Cash and cash equivalents at beginning
of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7 0.5 0.5
Cash and cash equivalents at end of the year . . . 0.5 0.5 10.5

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Net cash flow generated from operating activities

Net cash generated from operating activities for the year ended December 31, 2013 was
US$135.2 million mainly due to profit before taxation of US$77.4 million, adjustments for non-cash
items of US$36.6 million and decrease in working capital of US$21.2 million. The adjustments for
non-cash items mainly comprise depreciation of fixed assets of US$36.7 million, net fair value
adjustment on foreign exchange contracts of US$5.9 million and share of joint ventures results of
US$0.9 million. The decrease in working capital of US$21.2 million related mainly to higher trade
payables and accruals due principally to an increase in our operating activities and timing of
payables.

Net cash generated from operating activities for the year ended December 31, 2012 was US$65.7
million mainly due to profit before taxation of US$54.5 million, adjustments for non-cash items of
US$28.8 million and increase in working capital of US$17.6 million. The adjustments for non-cash
items mainly comprise depreciation of fixed assets of US$37.0 million, gain on disposal of fixed
assets of US$11.3 million, net fair value gains on foreign exchange contracts of US$4.0 million
and share of joint ventures results of US$3.6 million. The decrease in working capital consisted
primarily of an increase in receivables and other current assets of US$0.5 million and a decrease
in payables and accruals of US$20.9 million. The decrease in payables and accruals was mainly
due to an advance received from our Mexican joint venture partner in 2011 as their contribution
towards the acquisition of vessels for the Mexican joint venture. These advances were capitalised
in the year ended December 31, 2012 when the Mexican joint venture was formalised.

Net cash generated from operating activities for the year ended December 31, 2011 was US$85.9
million mainly due to profit before taxation of US$26.0 million, adjustments for non-cash items of
US$26.9 million, decrease in working capital of US$33.0 million and US$10.3 million interest paid.
The adjustments for non-cash items mainly comprise depreciation of fixed assets of US$35.3
million, gain on disposal of fixed assets of US$13.6 million, net fair value adjustment in the foreign
exchange contracts of US$1.9 million and share of joint ventures results of US$5.1 million. The
decrease in working capital consisted primarily of an increase in consumables of US$4.2 million,
a decrease in receivables and other current assets of US$7.5 million and an increase in payables
and accruals of US$31.3 million. The increase in consumables was mainly due to increase in
bunkers purchased. The decrease in receivables and other current assets was mainly due to
decrease in advance to suppliers and claims receivables, partially offset by increase in unbilled
receivables. The increase in payables and accruals was mainly due to an advance received from
our Mexican joint venture partner as their contribution towards the acquisition of vessels for the
Mexican joint venture. These advances were capitalised in the year ended December 31, 2012
when the Mexican joint venture was formalised.

Net cash flow used in investing activities

The net cash used in investing activities is primarily for the acquisition of fixed assets, increase
in amounts owing from joint ventures and interest in joint ventures, which was partially offset by
the proceeds from disposal of fixed assets.

Net cash used in investing activities for the year ended December 31, 2013 was US$405.1 million
mainly due to the additions of fixed assets of US$416.5 million and interest in joint ventures of
US$28.0 million, partially offset by proceeds from disposal of fixed assets of US$26.7 million. The
additions of fixed assets mainly relate to newbuild deliveries and milestone payments for vessels
under construction. The proceeds from disposals of fixed assets mainly relate to the sale of six
vessels.

Net cash used in investing activities for the year ended December 31, 2012 was US$128.8 million
mainly due to additions of fixed assets of US$165.3 million and interest in joint ventures of
US$19.0 million, partially offset by proceeds from disposal of fixed assets of US$35.3 million and

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a decrease in amounts owing from joint ventures of US$20.3 million The additions of fixed assets
mainly related to newbuild deliveries and vessels under construction. The decrease in amounts
owing from joint ventures was mainly due to the conversion of US$18.9 million of the amounts
owing into equity (as a result of the formalisation of a joint venture) and partly from repayment
from our joint ventures. The proceeds from the disposals of fixed assets primarily related to sale
of nine vessels.

Net cash used in investing activities for the year ended December 31, 2011 was US$264.6 million
mainly due to acquisition of fixed assets of US$250.6 million and an increase in amounts owing
from joint ventures of US$36.4 million, partially offset by proceeds from disposal of fixed assets
of US$22.4 million. The acquisition of fixed assets mainly related to newbuild deliveries and
vessels under construction. The increase in amounts owing from joint ventures mainly related to
sale of vessels to our joint ventures. The proceeds from the disposals of fixed assets were mainly
related to the sale of three vessels.

Net cash flow generated from financing activities

Net cash generated from financing activities primarily comprises proceeds from equity raisings
and borrowings, offset by repayments on equity and debt and dividend payments, as well as
changes in the net balances owed to/from fellow subsidiaries or our immediate holding company.

Net cash generated from financing activities for the year ended December 31, 2013 was US$279.9
million mainly due to the drawdown from bank loans of US$282.1 million. The net proceeds from
bank loans were mainly used for capital expenditure and working capital. The increase in net
amounts owing from fellow subsidiaries mainly relates to payments made for the construction of
vessels.

Net cash generated from financing activities for the year ended December 31, 2012 was US$63.1
million mainly due to the proceeds from the issuance of 37,500,000 RCPS at US$4.00 per RCPS
in November 2012 for a total consideration of US$150.0 million and net decrease in amounts
owing from fellow subsidiaries of US$9.3 million, partially offset by net repayment of bank loans
of US$97.3 million. The proceeds from the issuance of RCPS were used for partial repayment of
bank borrowings. The decrease in net amounts owing from fellow subsidiaries was mainly due to
increase in payables for the construction of vessels.

Net cash generated from financing activities for the year ended December 31, 2011 was US$176.5
million mainly due to the net proceeds from bank loans of US$187.3 million, partially offset by
dividend paid of US$5.6 million and repayments of loans from our immediate holding company of
US$13.3 million. The net proceeds from bank loans were mainly used for capital expenditure and
working capital. The decrease in net amounts owing from fellow subsidiaries was mainly due to
the settlement of equipment purchase on behalf of fellow subsidiaries.

Contractual Obligations and Commitments

Our principal contractual payment obligations are for our bank borrowings and vessel-related
capital expenditures. As of the Latest Practicable Date, our bank borrowings were US$800.1
million with a weighted average interest rate of 1.8%. Part of the credit facilities amounting to
US$300.0 million are on a committed basis and mature on December 30, 2015. For more
information on the terms of our outstanding borrowings, see Description of Material
Indebtedness below. For more information about our committed capital expenditures, see
Capital Expenditures and Divestments below.

With respect to our bank borrowings, we intend to use all of the net proceeds received by us from
the Offering and from the issue of the Cornerstone Shares to repay part of the outstanding
amounts under our revolving facilities. We expect to fund our contractual obligations and

104
commitments under our bank borrowings (excluding any outstanding amounts under our revolving
facilities to be repaid using the net proceeds from the Offering and from the issue of the
Cornerstone Shares) mainly from cash flows from operations.

In addition, we intend to fund our contractual obligations and commitments for vessel-related
capital expenditures from cash flows from operations and bank borrowings. With regard to such
credit facilities to fund our working capital and capital expenditures, we typically apply the cash
flows generated from our operations towards repaying the facilities and therefore reducing the
outstanding amounts under these facilities. As these facilities are revolving in nature, such
repayments would increase the headroom of available funding under these facilities and our
working capital and capital expenditures are drawn from such available headroom. On the basis
of the foregoing, we treat our available funding as being a combination of cash flows from
operations and bank borrowings (through such credit facilities), insofar as our capital expenditures
are concerned. The planned partial repayment of the outstanding amounts under our revolving
facilities using the net proceeds from the Offering and the issue of the Cornerstone Shares would
increase our available debt headroom under these facilities, which may be utilised towards
funding our capital expenditure.

Capital Expenditures and Divestments

The following table sets forth a summary of the capital expenditures of our Company and our
subsidiaries during the periods indicated:

January 1,
2014 to
the Latest
Year ended December 31,
Practicable
2011 2012 2013 Date
(US$ in millions)
(audited) (unaudited)
Vessels and vessels under
construction . . . . . . . . . . . . . . . . . . . . . . 249.1 163.2 414.5 43.4
Dry-docking cost . . . . . . . . . . . . . . . . . . 1.2 1.8 1.0 0.2
Others . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.3 1.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250.6 165.3 416.5 43.6

To fund this capital expenditure, we have relied on equity capital, cash flows from operations and
bank borrowings under our existing credit facilities. With regard to such credit facilities to fund our
working capital and capital expenditures, we typically apply the cash flows generated from our
operations towards repaying the facilities and therefore reducing the outstanding amounts under
these facilities. As these facilities are revolving in nature, such repayments would increase the
headroom of available funding under these facilities and our working capital and capital
expenditures are drawn from such available headroom. On the basis of the foregoing, we treat our
available funding as being a combination of cash flows from operations and bank borrowings
(through such credit facilities), insofar as our capital expenditures are concerned.

105
The balance of capital expenditures payable as of the Latest Practicable Date in respect of which
our Company and our subsidiaries have contractual commitments amount to US$162.7 million.
These relate to vessels which our Company and our subsidiaries have on order and scheduled for
delivery in 2014 and 2015. The total cost of such vessels is US$551.7 million and US$52.5 million,
respectively. For further details, see Business Vessels to be Delivered. As of the Latest
Practicable Date, our Company and our subsidiaries have not entered into any such contractual
commitments beyond 2015.

We currently expect to fund the committed future capital expenditures of our Company and our
subsidiaries from cash flows from operations and bank borrowings from our existing credit
facilities.

In December 2013, our Board of Directors gave in-principle approval for a capital expenditure
budget of US$291.5 million which is mainly for the further expansion of our fleet in the OSV, T&I
and HSER Segments (including the acquisition of MSVs as further described in Business
Strategy Expand into deepwater offshore accommodation and other high-growth asset classes).
This is in addition to the vessels we have on order and scheduled for delivery as described in
Business Vessels to be Delivered. Whilst we have identified the relevant types of vessels to
be acquired, we have not contractually committed to acquire any of these assets as at the Latest
Practicable Date. We plan to implement such Further Fleet Expansion in 2014 and expect to fund
such acquisitions from cash flows from operations and bank borrowings. The planned partial
repayment of the outstanding amounts under our revolving facilities using the net proceeds from
the Offering and the issue of the Cornerstone Shares would increase our available debt headroom
under these facilities, which may be utilised towards funding the Further Fleet Expansion and our
future capital expenditure.

The following table sets forth a summary of the divestments of our Company and our subsidiaries
during the periods indicated:

January 1,
2014 to
the Latest
Year ended December 31,
Practicable
2011 2012 2013 Date
(US$ in millions)
(audited) (unaudited)
Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . 122.4 82.8 97.3 38.8

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122.4 82.8 97.3 38.8

As of the Latest Practicable Date, in line with our fleet re-profiling initiatives, we have committed
to dispose four of our vessels at an aggregate sale price of US$14.7 million. Of these, the number
of vessels committed for sale in the years ending December 31, 2014 and 2015 is two and two
(both pursuant to charters with options to purchase), respectively.

Description of Material Indebtedness

We had total credit facilities of US$950.0 million in place with the Joint Issue Managers,
Bookrunners and Underwriters and certain of their affiliates as of December 31, 2013, of which the
Term Facilities of US$300.0 million is committed up to December 30, 2015, whereas the balance
of US$650.0 million under the Annual Renewable Facilities is uncommitted and subject to annual
review. This debt is in the form of revolving facilities which are not at fixed rates and for the
purposes of our working capital and capital expenditure. Unlike a term loan, any repayments will

106
increase the amount available to be drawn down under the facilities for the duration of the
facilities. Accordingly, the amount of outstanding bank borrowings under the facilities will fluctuate
according to the amounts drawn down and the amounts repaid. The Annual Renewable Facilities
generally carry lower interest rates. There is no fixed repayment term under the facilities. In this
regard, we have not implemented any predetermined criteria as to the timing and manner of
repayment of the facilities (in terms of amounts and allocation). Generally, we allocate our
repayments between the facilities taking into account the available amounts under each facility
compared to the relevant funding requirements.

Our total outstanding debt as of December 31, 2013 was US$807.4 million. The total amount of
repayments during the year ended December, 31 2013 was US$161.9 million. Such amount was
repaid from the cashflow from operations and sale of assets. The total amount drawn down on the
bank borrowings during the year ended December 31, 2013 was US$444.0 million, and such
amounts were used for (a) capital expenditure being US$416.5 million (comprising US$414.5
million for vessels and vessels under construction, US$1.0 million for dry-docking cost and
US$1.0 million for other miscellaneous capital expenditure); and (b) our net capital contributions
to our joint ventures and dividends paid to our Shareholders with respect to the year ended
December 31, 2012 (being US$27.5 million).

The following table sets forth a summary of the material indebtedness of our Company and our
subsidiaries as of December 31, 2013:

Amount Amount
Amount of utilised unutilised
facilities as of as of
Financial granted December 31, December 31,
Institution/ Type of (US$ in 2013 (US$ in 2013 (US$ in
Lender facilities millions) millions) millions) Maturity Profile Security

DBS Bank Revolving 350.0 286.4(1) 63.6 US$150.0 million Unsecured


facility (committed up to
December 30,
2015)
US$200.0 million
(available on an
uncommitted
basis up to
December 30,
2015, which
availability is
subject to annual
review)
Bank of Revolving 250.0 217.5(2) 32.5 US$250.0 million Unsecured
America facility (available on an
NA, uncommitted
Singapore basis, which
Branch availability is
(BoA) subject to annual
review)(3)

107
Amount Amount
Amount of utilised unutilised
facilities as of as of
Financial granted December 31, December 31,
Institution/ Type of (US$ in 2013 (US$ in 2013 (US$ in
Lender facilities millions) millions) millions) Maturity Profile Security

OCBC Revolving 350.0 303.5 46.5 US$150.0 million Unsecured


Bank facility (committed up to
December 30,
2015)

US$200.0 million
(available on an
uncommitted
basis up to
December 30,
2015, which
availability is
subject to annual
review)

Notes:

(1) The amount utilised excludes bankers guarantees for an aggregate amount of US$9.6 million.

(2) The amount utilised excludes letters of credit for an aggregate amount of US$0.9 million.

(3) To our Companys knowledge, the availability of the facility has been extended up to January 31, 2015 following an
annual review, subject to the terms and conditions of the facility.

As at December 31, 2013, the amount unutilised under our facilities was US$142.6 million, of
which US$110.1 million was under the committed portion and US$32.5 million was under the
uncommitted portion.

The current revolving facilities extended by DBS Bank, BoA and OCBC Bank were originally
negotiated and signed in 2009, 2008 and 2009 respectively.

The amounts drawn down under the uncommitted portion of our facilities are subject to variation,
reduction or cancellation by the lenders at any time, whereupon such amounts shall become due
and payable. If our Annual Renewable Facilities are not renewed by their annual review deadline,
such facilities will be deemed to be cancelled and all amounts outstanding under these facilities
would become due and payable at such time. While the relevant bank conducts its annual review,
the facilities will continue to be available to us. No repayment is required to be made prior to an
annual review. The banks typically engage in discussion with our Company prior to the start of the
annual review, usually from the last month of the year and straddling across the start of the
following year when annual financial statements are prepared. The banks would require an update
of our affairs, financial condition, business, the market and a going forward picture. At that stage,
the banks will provide an indication of the continuity of the facilities. In the event that the banks
decline to renew the facilities, we will seek alternative financing and in this regard, we believe that
there will be sufficient time to seek such alternative financing given that the banks would already
be working closely with us from the start of the review process. We do not foresee any difficulties
in procuring alternative financing given our strong parentage and operational track record.

To the best of our Directors knowledge, as of the Latest Practicable Date, we are not in breach
of any of the terms and conditions or covenants associated with any credit arrangement or bank
loan which could materially affect our financial position and results or business operations, or the
investments of our Shareholders.

108
Our loan agreements impose certain financial covenants and other restrictions on us. These
restrictions limit or may limit our ability to incur additional indebtedness, and to change our
business. In addition, KSL is required to remain our largest shareholder after our Listing (although
no specific shareholding threshold is specified). We have obtained an undertaking from KSL to
notify us as soon as it becomes aware of any share pledging arrangements relating to its Shares
and of any event which may result in a breach of our loan provisions.

Pursuant to our loan agreements, we are required to maintain certain financial ratios, being
consolidated net borrowings to consolidated tangible net worth, consolidated net borrowings to
EBITDA, consolidated net borrowings to consolidated tangible assets, and EBITDA to
consolidated interest expenses. As of December 31, 2010, we did not fulfil the requirements of a
financial ratio in our credit facilities with DBS Bank and OCBC Bank (which credit facilities had
outstanding amounts as of December 31, 2010 of US$346.5 million), and, in accordance with the
terms of our loan agreements, the banks subsequently granted us an unconditional waiver from
compliance in acknowledgement of the state of the offshore oil and gas industry at the relevant
time, as described in detail below. The relevant covenant referred to is the consolidated net
borrowings to EBITDA financial ratio. We did not fulfill the requirements of the relevant financial
ratio primarily due to an increase in our consolidated net borrowings arising from the drawdown
of loans to fund the acquisition and construction of vessels (with limited EBITDA contribution) and
a decrease in EBITDA in the year ended December 31, 2010 due to a downturn in the state of the
offshore oil and gas industry arising from the recent financial crisis and the Deepwater Horizon
incident in April 2010. As a consequence of uncertainties in the world economy, the oil majors (in
the financial year ended December 31, 2010) had slowed down E&P activities. Coupled with
over-supply of vessels in the offshore services sector and exacerbated by the oil spill crisis and
the resultant moratorium on deep water drilling in the Gulf of Mexico, both rates and utilisation
were severely impacted. Consequently the activities and results of our Group were not spared,
with adverse impact on attributable profits and hence EBITDA. Meanwhile, our Group was already
committed to a pipeline of newbuildings that were either delivered or being built. This had the
effect of increasing our overall net borrowings. Hence, the convergence of a dismal offshore
services market against our Groups capital expenditure commitments resulted in the
abovementioned breach. The non-fulfilment of this financial ratio had no material impact on our
financial condition as of December 31, 2010. For the years ended December 31, 2011, 2012 and
2013, we have been in compliance with our financial ratios. We actively and continuously monitor
our compliance with our financial ratios under all of our bank facilities. This function is managed
by the finance department of our Company and tested on a quarterly basis, as management
accounts are prepared. However, we cannot assure you that, in the future, we will be able to
maintain our financial ratios or that, in the event of our failure to do so, our lenders will grant us
a waiver from compliance with such financial ratios in accordance with the terms of our loan
agreements. There are no stipulated limits to the number of waivers that may be granted pursuant
to the loan agreements and that the waivers are to be assessed by the relevant bank on a
case-by-case basis.

Consequently, should we fail to maintain such financial ratios or other undertakings or in the event
of our failure to obtain a waiver from compliance with such obligations, we would be in default of
such loan agreements. In addition, should we fail to comply with such obligations, we may risk
triggering cross-defaults (which refer to situations where a default under one facility triggers a
default in another facility which may lead to us being in default of multiple loan agreements with
our lenders). Loan facilities typically provide for certain events of default that may be triggered
under certain events. Typically, such events of default include an event where the borrower is in
default of its obligations under any other facility. There are cross-default provisions in our loan
agreements with DBS Bank and OCBC Bank, but not with our loan agreement with BoA as the
facility from BoA is an uncommitted facility, under which the drawn down amounts are subject to
variation, reduction or cancellation by BoA at any time, whereupon such amounts shall become
due and payable. In the event that the cross-default provisions in either of our loan agreements

109
with DBS Bank or OCBC Bank are triggered, such event would not automatically trigger an event
of default under our loan agreement with BoA; nonetheless, BoA would be entitled to vary, reduce
or cancel the amounts drawn down under our facility with BoA at any time.

Redeemable Convertible Preference Shares

In November 2012, we issued 37,500,000 RCPS at US$4.00 per RCPS for a total consideration
of US$150.0 million. The holders of the RCPS included our Substantial Shareholders (PCL and
Lightwell Shipping Inc.), Eternal Fame International Limited (a subsidiary of KSL), certain of our
Directors (namely, Mr. Seow Kang Hoe, Gerald, Mr. Wu Long Peng, and Mr. Teo Joo Kim) and one
of our Executive Officers (namely, Mr. Ng Eng Khin). On December 9, 2013, all RCPS were
converted into ordinary shares, as described in Share Capital.

Prior to their conversion, an RCPS holder was entitled to receive dividends at the same rate as
that which is declared for ordinary shares. The RCPS were convertible at the option of the holder
at any time on or before November 14, 2017 on the basis of one ordinary share for one RCPS held.
Each RCPS was automatically and mandatorily redeemable immediately upon the expiry of five
years after the issue date of the RCPS. Each RCPS holder had the right to require us to redeem
the whole or any part of the RCPS held by the RCPS holder (for an amount per RCPS equal to
the issue price of each RCPS plus an amount equal to all dividends declared and unpaid thereon)
upon the RCPS holder being informed that the shares in our Company will be listed on a stock
exchange. Any RCPS not so redeemed was to be automatically and mandatorily converted into
ordinary shares (at the conversion rate of one ordinary share for each RCPS held) on or before
the listing date.

Foreign Currency and Interest Rate Risk Disclosures

The following discussion summarises our exposure to fluctuations in foreign exchange rates and
interest rates and the policies we have implemented to mitigate and control these risks. It is
difficult to accurately predict changes in economic or market conditions and anticipate the effects
of such changes on our financial performance and business operations. See Note 31 to our
consolidated financial statements for more information on our exposure to such risks.

Foreign Currency Risk

We operate internationally and entities in our Group may transact in currencies other than their
respective functional currencies, hence the U.S. dollar is our functional currency. When we
transact in currencies other than the U.S. dollar, there is an exchange risk exposure inherent in
our operations as a result of currency movements, and this is monitored daily. Foreign currency
denominated assets and liabilities give rise to foreign exchange exposures. We enter into forward
contracts to hedge our currency risk exposure as and when required. Our Board of Directors has
adopted a policy that foreign exchange transactions can only be entered into for hedging
purposes. In this regard, foreign exchange contracts will be entered into for specific currency
exposure and tenure and upon the discharge of such exposure or expiry of such tenure, the
relevant foreign exchange contract will be liquidated. Our Chief Financial Officer is responsible for
compliance and reports to our Audit Committee in this regard.

We have conducted a sensitivity analysis of our exposure to exchange rate risk. If the Singapore
dollar had strengthened against the U.S. dollar by 5.0% with all other variables held constant, our
profit for the year ended December 31, 2013, net of tax, would have decreased by US$245,000.
If the U.S. dollar had strengthened against the Singapore dollar by an additional 5.0% with all
other variables held constant, our profit for the year ended December 31, 2013, net of tax, would
have increased by US$245,000.

110
Interest Rate Risk

We are subject to interest rate risk through our various credit and financing facilities, many of
which bear interest at variable rates. As of December 31, 2013, debt totalling US$807.4 million,
or 100.0% of our total outstanding debt, accrued interest at variable rates. We manage our interest
rate exposure by borrowing short term and in tranches at fixed interest rates.

We have conducted a sensitivity analysis of our exposure to interest rate risk. If U.S. dollar
interest rates had been 25 basis points lower/higher and all other variables were held constant,
our profit for the year ended December 31, 2013, net of tax, would have been US$1.7 million
higher/lower.

Counterparty Credit Risk

We are exposed to the credit risk of our customers and certain other third parties such as local
intermediaries with whom we co-operate in rendering services to certain of our international
customers. We seek to minimise credit risk by limiting business dealings to business partners of
high creditworthiness. We also monitor receivables on an on-going basis. Please also see
Material Events After December 31, 2013 and Risk Factors Risks Relating to Our Business
and Operations We, as well as our joint ventures, are exposed to the credit risks of our
customers and certain other third parties, and the non-performance or insolvency of these parties
could adversely affect our financial condition and results of operations.

Trend Information

For the year ending December 31, 2014 and barring unforeseen circumstances, our Directors
have observed the following trends:

(a) the demand for offshore services will increase with the growth in E&P spending as demand
for oil and gas rises. We expect our revenue from all of our business segments to increase
in line with the increase in activity in the global offshore oil and gas industry; and

(b) we expect the upward trend in the oil and gas industry to have a positive impact on the
demand for offshore services. The utilisation and charter rates of our offshore support
vessels are expected to improve and result in an increase in our revenue.

Operating costs, which include crew wages, supplies and charter cost, are expected to increase
in tandem with the increase in the level of offshore activities and deployment of new vessels. We
also expect crew costs to increase with the introduction of the Maritime Labour Convention 2006
by the International Labour Organization (as further described in Government Regulations)
which came into force in August 2013.

Save as disclosed above and in the sections Risk Factors, Managements Discussion and
Analysis of Financial Condition and Results of Operations, Appendix A Industry Overview,
Business and Government Regulations, we are not aware of any known trends, uncertainties,
demands, commitments or events that are reasonably likely to have a material effect on sales or
revenue, profitability, liquidity or capital resources, or that would cause financial information
disclosed in this document to be not necessarily indicative of the future operating results or
financial condition of our Group, in respect of the year ending December 31, 2014.

Changes in Accounting Policies and Standards

We have not made any material changes in our accounting policies during the three years ended
December 31, 2013.

See Note 2 to our consolidated financial statements for a discussion of the expected impact of
issued but not yet effective accounting standards.

111
BUSINESS

Overview

We are the largest Asia-based international operator of offshore support vessels and one of the
top five globally, based on Infields data on the number of vessels operated by us and the other
major international providers of global support vessels, with a diversified fleet servicing offshore
oil and gas E&P activities. Our offshore support vessels perform anchor handling services, ocean
towage and installation, ocean transportation, heavy-lift and offshore accommodation services.
Our vessels also provide harbour towage and emergency response services.

As of December 31, 2013 and as of the Latest Practicable Date, we operated a combined fleet of
112 and 110 vessels, respectively, including 45 and 47 vessels, respectively, owned by our joint
ventures (of which, as of the Latest Practicable Date, one vessel is undergoing conversion into an
accommodation vessel and two vessels are chartered by a joint venture as a charterer on
long-term charters). This combined fleet comprises AHTS, AHTs, ocean-towing tugs, PSVs,
accommodation vessels, utility vessels and crane and deck barges. As of the Latest Practicable
Date, we have on order and scheduled for delivery 15 vessels, comprising two deck cargo barges,
two ASD harbour tugs, three DP2 accommodation vessels, three DP2 AHTS, two DP3 SSAVs, and
three vessels which our joint ventures have on order. In addition, we have one vessel that is
undergoing conversion into an accommodation vessel. Please see Business Vessels to be
Delivered for further details.

Our fleet operates worldwide serving offshore oilfields in Asia, Africa and Latin America. We have
provided vessels and services for projects involving many of the worlds major oil companies, as
well as many large international offshore contractors, such as Saipem, Hyundai Heavy Industries,
Technip and SapuraClough Offshore.

We earn revenue primarily from time charters of our vessels. We also earn significant revenue
from lump-sum project contracts for which our vessels are deployed.

We manage and measure our business performance in four distinct operating segments which are
the Offshore Supply Vessels or OSV Segment, the Transportation and Installation or T&I
Segment, the Offshore Accommodation or OA Segment and the Harbour Services and Emergency
Response or HSER Segment.

The following table sets forth certain data for our fleet broken down by business segment for the
periods indicated:

As of the
Latest
As of December 31,
Practicable
2011 2012 2013 Date
Offshore Supply Vessels
Number of vessels . . . . . . . . . . . . . . . . . 18 22 29 30
Average age of vessels (year) (1) . . . . . . 2.1 2.6 2.8 3.1
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . . . 74.6 89.4 83.3 71.9
Transportation and Installation
Number of vessels . . . . . . . . . . . . . . . . . 48 47 46 45
Average age of vessels (year) (1) . . . . . . 6.8 7.1 6.9 7.2
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . . . 70.4 79.3 71.4 65.6

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As of the
Latest
As of December 31,
Practicable
2011 2012 2013 Date
Offshore Accommodation
Number of vessels . . . . . . . . . . . . . . . . . 4 4 5 5 (3)
Average age of vessels (year) (1) . . . . . . 10.5 11.5 10.0 10.2 (4)
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . . . 85.0 90.0 79.8 59.4 (4)
Harbour Services and Emergency
Response
Number of vessels . . . . . . . . . . . . . . . . . 28 27 32 30
Average age of vessels (year) (1) . . . . . . 8.1 8.8 8.9 9.6
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . . . 34.6 54.1 41.2 43.3

Notes:

(1) Average age is the total age of all vessels within the relevant category, divided by the total number of vessels within
that category.
(2) Vessel utilisation is a function of the hire days, i.e. days in which the vessels were commercially deployed, against
the available days. Available days are calendar days less days for scheduled docking or repairs.

(3) Including one vessel that is undergoing conversion into an accommodation vessel.
(4) Excluding one vessel that is undergoing conversion into an accommodation vessel.

For the years ended December 31, 2012 and 2013, we recorded revenue of US$243.0 million and
US$237.3 million, respectively, and net profit after tax for the years ended December 31, 2012 and
2013 was US$53.5 million and US$73.4 million, respectively.

The following table sets forth revenue and segment results (1) for each of our business segments
for the years indicated below:

For the year ended December 31,


2011 2012 2013
(US$) (US$) (US$)
(in millions)
Revenue
Offshore Support Vessels . . . . . . ......... . . . . 85.3 91.0 120.3
Transportation and Installation . . . ......... . . . . 103.5 100.1 65.1
Offshore Accommodation . . . . . . . ......... . . . . 22.2 23.2 29.5
Harbour Services and Emergency Response . . . . 29.9 28.7 22.4
Total revenue . . . . . . . . . . . . . . . . ......... . . . . 240.9 243.0 237.3
Segment Results (1)
Offshore Supply Vessels . . . . . . . ......... . . . . 11.6 12.8 24.8
Transportation and Installation . . . ......... . . . . 24.1 16.4 17.5
Offshore Accommodation . . . . . . . ......... . . . . 6.4 6.3 11.3
Harbour Services and Emergency Response . . . . 5.3 10.8 4.7

Note:

(1) Our management monitors the operating results of our business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated based on
revenue and expenses resulting from the operating activities of a segment that is directly attributable to the relevant
segment. Segment results are derived from segment revenue less direct segment expenses and administrative or
shared services expenses will be allocated on a reasonable basis to the relevant segment.

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Our History and Group Structure

Our Company was incorporated as a wholly-owned subsidiary of PCL in 2006. In August 2007, we
acquired PSA Marines offshore business consisting of SEMCO Pte. Ltd. (now known as POSH
Semco Pte. Ltd.), a leading FPSO towage operator, and Maritime Pte. Ltd. (now known as POSH
Maritime Pte. Ltd.), one of Asias leading transportation and installation operators, and various
ship owning entities. Subsequently, in December 2008, MBC acquired a 21.2% equity interest in
our Company. As of December 31, 2013, MBC held an equity interest of 21.2% in our Company.

The table below sets forth our key milestones since incorporation:

Year Milestone

March 2006 Incorporation of our Company.

March 2006 Our Company marked its foray into the oilfield services sector
by placing orders for two units of 10,000 BHP AHTS and 14
units of 8,000 BHP AHTS between 2006 and 2007.

August 2006 Our Company placed orders for two units of 16,000 BHP DP2
AHTS (Havyard 842 design), marking our foray into the
deepwater sector.

August 2007 Acquisition of PSA Marines offshore business, marking our


Companys entry into the Transportation and Installation
segment.

October 2007 Change of the name of our Company from PACC Offshore
Pte. Ltd. to PACC Offshore Services Holdings Pte. Ltd.

December 2008 Equity investment by MBC.

December 2008 Our Company converted two container ships to 191-person


accommodation vessels and another container ship to a
197-person accommodation vessel and ventured into the
Offshore Accommodation market in the same year. We also
ordered one 300-person accommodation vessel.

December 2010 Acquisition of two Diesel Electric PSVs, and subsequent


acquisition of a further six PSVs, signifying the formation of
our PSV fleet.

December 2012 to March 2013 Our Company enhanced its position in the Offshore
Accommodation market with the order for two units of 750-
person DP3 SSAVs.

First half 2013 We were awarded the transportation and installation contract
for Ichthys CP Facility as well as the Ichthys FPSO. Once the
Ichthys CP Facility is completed, the structure is expected to
be the worlds largest CP Facility installed to date.

March 2014 We were awarded the transportation and installation contract


by an oil major for the towage in 2015 of a FPSO. The FPSO
is being fabricated and constructed in South Korea and will be
towed to the Quad 204 area in the North Sea.

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The following diagram summarises our corporate structure:

PACC Offshore Services Holdings Ltd.

(2)
(1) 49%
100% 100% 1% 100% 50% 50% 50% 50% 1% 50.0% 49%
Condor Shipping Pte. Ltd. PT.
Mayan POSH Pacific POSH POSH
Jacana Shipping Pte. Ltd. Adara Nimitrans PT. Win Mandiri
Investments Havila Workboats Synergy Marine Terasea
Larkspur Pte. Ltd. Limited* Pte. Ltd. Offshore Abadi
Pte. Ltd. Pte. Ltd. Pte. Ltd. Private Limited* Pte. Ltd.
Maritime Alpha Pte. Ltd. Maritim
Maritime Bravo Pte. Ltd. 100%
Maritime Charlie Pte. Ltd.
Maritime Delta Pte. Ltd. Avocet 100%
100% 100%
Raven Pte. Ltd. Shipping
Semco Salvage (I) Pte Ltd Pte. Ltd.* POSH
99% 99% 49% 49% 49% 99% 99% POSH POSH
Semco Salvage (II) Pte Ltd Terasea Terasea (I) Terasea (II)
Semco Salvage (III) Pte Ltd Offshore Pte. Ltd. Pte. Ltd.
Operadora POSH
Semco Salvage (IV) Pte Ltd PACC Servicios Pte. Ltd.
Semco Salvage (V) Pte Ltd POSH Servicios Fleet
Offshore Martimos Sermargosh2 POSH
Gannet Costa Services

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Semco Salvage (VI) Pte Ltd Mxico Gosh, S.A.P.I de Skua S.A.
Semco Salvage And Towage S.A. de Afuera, C.V. Mexico
S.A. de S.A.P.I. de C.V.*
Pte. Ltd. C.V. S.A. de S.A. de
C.V. de C.V.
Singapore Oil Spill Response Centre C.V. C.V.
Pte Ltd
Starling Shipping Pte. Ltd.
Swallow Pte. Ltd. 99.999%
POSH Vanguard Pte. Ltd.*
POSH Maritime Pte. Ltd. GOSH GOSH GOSH
POSH Fleet Services Pte. Ltd. Caballo Rodrigo Caballo
POSH Semco Pte. Ltd. Eclipse, DPJ, Grano de
Labrador Shipping Corporation Oro, S.A.P.I.
S.A.P.I. S.A.P.I.
Newfoundland Shipping Corporation de C.V.
POSH Australia Pty Ltd
de C.V.* de C.V.
PACC Offshore (UK) Limited* 0.001% 0.001% 0.001%
POSH (USA) Inc.*

Please also see Appendix F List of Subsidiaries and Associated Companies for further details on our subsidiaries and associated companies.
* Dormant
(1)
This refers to our Companys direct interest of 49.0% in PT. Win Offshore. In addition, our joint venture, PT. Mandiri Abadi Maritim, also holds an interest of 1.0% in PT. Win Offshore.
(2)
Indirect interest.
Our Competitive Strengths

We believe that our position as one of the leading players in the offshore support vessels industry
is based on the following competitive strengths.

(a) Largest Asia-based international operator with a diversified fleet of offshore support
vessels

We are the largest Asia-based international operator of offshore support vessels and one of
the top five globally, based on Infields data on the number of vessels operated by us and the
other major international providers of global support vessels. As of December 31, 2013 and
as of the Latest Practicable Date, we operated a combined fleet of 112 and 110 vessels,
respectively, including 45 and 47 vessels, respectively, owned by our joint ventures (of
which, as of the Latest Practicable Date, one vessel is undergoing conversion into an
accommodation vessel and two vessels are chartered by a joint venture as a charterer on
long-term charters). This combined fleet comprises AHTS, AHTs, ocean-towing tugs, PSVs,
accommodation vessels, utility vessels and crane and deck barges. As of the Latest
Practicable Date, we have on order and scheduled for delivery 15 vessels, comprising two
deck cargo barges, two ASD harbour tugs, three DP2 accommodation vessels, three DP2
AHTS, two DP3 SSAVs, and three vessels which our joint ventures have on order. In addition,
we have one vessel that is undergoing conversion into an accommodation vessel. Please
see Business Vessels to be Delivered for further details.

Our large and diverse fleet, coupled with our ability to provide value-added services, (such
as the added value in providing transportation services through our T&I Segment together
with positioning and set-up services through our OSV Segment), enables us to deliver
comprehensive solutions to our customers by leveraging on our multi-segment offshore
capabilities to actively cross-sell our services and secure contracts that are otherwise
difficult as a single service-provider, thereby setting us apart and positioning us favourably
to compete for tenders. Our involvement across a wide scope of the offshore oilfield services
through our different business segments enables us to better understand and respond to our
customers needs and allows us to anticipate future offshore oilfield service needs. Our
diversified fleet and service offerings enable us to achieve financial performance and
resilience during industry downturns. We have been profitable every financial year since our
business expansion in 2007.

We constantly monitor demand for offshore services, charter rates, vessel types and fleet
size through our involvement across the wide scope of offshore oilfield services through our
different business segments. With this knowledge, we are able to optimise the portfolio mix
of our fleet in order to better service our customers and respond in a timely manner to
industry trends. For example, as at the Latest Practicable Date, we have ordered two DP3
SSAVs to cater to the increased demand for deepwater accommodation vessels. We believe
this is a key competitive advantage that differentiates us from our competitors.

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(b) Global reach with a proven international operating track record

We have a proven international operating track record over many years.

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As of the Latest Practicable Date, we have completed 53 floating system (including FPSOs) transportation and installation contracts since 1991. Our
operational track record allows us to meet the qualifying criteria in tender processes across various markets. Our diverse fleet of modern vessels
allows greater cross-border operability and flexibility to operate in markets across various regions. Whilst our industry is international, most players
often operate within the territorial waters of several different nations, each with its own unique set of local operational considerations and regulations.
We believe we have an advantage over our competitors with our international track record and experience operating in all the different markets. We
believe that the geographical diversification of our operations also reduces our dependence on and risk exposure to any single geographical market
and/or customer.
(c) Well-positioned to capture market opportunities across all our business segments

We believe that each of our business segments is well-positioned to capture market


opportunities.

Offshore Supply Vessels

We are one of the leading Asia-based operators of AHTS and PSVs with a fleet of 14 AHTS
and 13 PSVs as at December 31, 2013 and 15 AHTS and 13 PSVs as at the Latest
Practicable Date. According to Infield, we have the youngest deepwater AHTS and PSV fleet
and the youngest midwater AHTS and PSV fleet globally, with an average age of 2.3 and 2.2
years, as at December 31, 2013, respectively. The age profile of our fleet is a key competitive
advantage as modern vessels are often preferred due to better reliability and emphasis on
higher environmental and safety standards.

Our modern deepwater AHTS are well-placed to benefit from the growing demand for
deepwater vessels arising from increased deepwater oil and gas E&P activity across the
world. Furthermore, all of our AHTS and PSVs are equipped with Dynamic Positioning or DP
technology which is increasingly a pre-requisite for most offshore projects.

Transportation and Installation

We are one of Asias leading operators providing deepwater towage services for various
high-value offshore assets, such as rigs and FPSOs, and offshore construction,
transportation and support services in the shallow-water segment.

According to Infield, we have one of the largest deepwater AHT fleets in the world ranked by
fleet size. We have built up a track record in completing many demanding and high-value
ocean towage projects, having successfully completed 53 floating system (including FPSOs)
transportation and installation contracts since 1991 as of the Latest Practicable Date.
According to Infield, we have been involved in at least seven of the 35 floating unit
installations that have taken place in Asia-Pacific between 2010 and 2013, including five of
the 15 largest in terms of topside weight. In the first half of 2013, we were awarded the
transportation and installation contract for Ichthys CP Facility as well as the Ichthys FPSO.
Once the Ichthys CP Facility is completed, the structure is expected to be the worlds largest
CP Facility installed to date.

Offshore Accommodation

As at the Latest Practicable Date, we have ordered two 750-person DP3 SSAVs. These
vessels are scheduled to be delivered by the end of 2014. As at the Latest Practicable Date,
we are in the final stages of procuring a charter contract for the commercial deployment of one
of the vessels when it is delivered. The execution of the charter contract is pending the
completion of due approval process of the counterparty. Notwithstanding, there is no
assurance that the charter contract will ultimately be executed by the counterparty. Such
vessels are expected to capture the rising demand for high-capacity and high-specification
accommodation vessels specially catering to the deepwater segment. These vessels will have
modern structural designs (including one of the largest offshore heli decks), technology (such
as DP3) and equipment and will be certified as Comfort Class (DNV Notation (1A1) Ship
shaped) by DNV by complying with strict noise and vibration control requirements. The
specifications of these vessels include having a deck space of 2,000 square metres, a
maximum deck load of 3,000 metric tonnes and 390 cabins of one, two or four persons.
According to Infield, as at the close of 2013, there were only three operational SSAVs with

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berth capacity of more than 600-person and another three on order or under construction
(including our two 750-person DP3 SSAVs). According to Infield, upon the delivery of our two
DP3 SSAVs, we will operate the youngest high-berth accommodation vessel fleet in the world.

As at the Latest Practicable Date, we have also ordered three 238-person DP2
accommodation vessels, of which two are scheduled to be delivered by the end of 2014 and
one is scheduled to be delivered by the first quarter of 2015. In addition, we have one vessel
that is undergoing conversion into a 198-person accommodation vessel, which is expected
to be delivered by the second quarter of 2014.

When all of the accommodation vessels that are under construction or undergoing
conversion are delivered by 2015, our accommodation capacity will increase from 879
persons as at the Latest Practicable Date to 3,291 persons (this includes one 191-person
accommodation vessel that is committed for sale after the Latest Practicable Date).

Harbour Services and Emergency Response

Our Harbour Services business has been operating for over 10 years. We own, operate and
manage a fleet of harbour tugs and heavy lift crane barges, which are actively engaged in
supporting harbour towage operators and providing heavy lift services to shipyards engaged
in the construction, and repair and conversion of ships and offshore drilling units, and other
offshore structures and topside production and processing facilities. In November 2013, our
subsidiary, POSH Semco, was granted a public licence by the MPA for the provision of
towage services to vessels within the limits of the port and the approaches to the port as
described in Government Regulations. According to Infield, we are also one of the two main
offshore support vessel operators globally to offer emergency response services which
include salvage, wreck removal, rescue and oil-spill response services. Emergency, salvage
and oil spill response services encompass emergency assistance to vessels that encounter
grounding, collision, incidences of fire and oil spillage as a consequence of collisions and
groundings. In particular, salvage refers to the process of recovering a vessel, its cargo, or
other property after a shipwreck, grounding or other marine accidents or incidents, and
encompasses refloating, towing and recovery of a sunken, grounded or incapacitated vessel.

(d) Established reputation and long-standing relationships with key oil and gas industry
players

As a result of our proven international operating track record, we have built a strong
reputation and an extensive network of customers including global oil and gas majors and
international oil and gas contractors. Leading global shipyards and offshore engineering
companies, such as Saipem, Hyundai Heavy Industries, Technip and SapuraClough
Offshore, also work with us on a regular basis. Our reputation and long-standing
relationships with customers enable us to compete effectively and continue to grow our
business.

(e) Strong parentage

We believe that our Group benefits significantly from being a member of the KSL Group. Our
parent, KSL, shares common heritage with two other holding companies, namely, Kerry
Holdings Limited in Hong Kong and Kuok Brothers Sdn Bhd in Malaysia, in that they were all
founded by the Kuok family, which together with their related companies, are commonly
referred to as the Kuok Group. The Kuok Group is a well-regarded conglomerate with
diversified investments in commodities, hospitality, logistics, real estate and shipping
businesses, among others. The Kuok Group is the single largest shareholding group in listed
companies such as Hong Kong-listed Kerry Properties Limited, Shangri-La Asia Ltd. and
SCMP Group Ltd. (publisher of the South China Morning Post), Singapore-listed Wilmar

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International Limited and Malaysia-listed PPB and MBC. Our parentage makes us a
preferred partner for leading local entities when we enter new markets or form strategic
alliances.

As the dedicated offshore support vessel business of the KSL Group, we have ready access
to the affiliated shipyards of the KSL Group. We believe our strategic relationships with these
shipyards will allow us to respond rapidly to changing market dynamics through quick
turnaround times for newbuilds (although there is no publicly available information on the
turnaround times for other shipyards) and manage our own maintenance and refurbishment
costs as we enjoy operational advantages from our ready access to these shipyards such as
the ability to gain a closer level of control and cooperation with the shipyards in terms of
design and technical specifications, costing and procurement of equipment, and delivery
timelines, as described below:

We are actively engaged in determining the design and technical specifications of the
vessels. In this regard, the specifications of the vessels and the identification and
costing of the various engines, parts and technical equipment (including replacement
parts and equipment) are specified by us. We are actively involved in the procurement
of such engines, parts and equipment (including identifying and selecting the suppliers
and engaging in negotiations with such suppliers) prior to the shipyards placing the
orders for and importing these engines, parts and equipment on our behalf for
regulatory, operational and logistical convenience. In this way, we are able to gain a
closer level of control over the costing of engines, parts and equipment (including
replacement parts and equipment), which in turn translates into costs savings.

We station our technical superintendents in the shipyards as our vessels are being built,
to monitor the construction and to ensure that the construction is correctly carried out
in accordance with our approved designs and specifications and to further ensure timely
delivery.

Another perspective of timely delivery relates to a scenario where we require vessels for
a specific delivery in the future. This could be due to potential deployment or
anticipation of a supply crunch for certain asset classes due to various reasons (for
example, aging vessels scheduled for scrap etc.), and in this regard, not all shipyards
may have available berths and capacity space to meet such future deliveries.

Not all shipyards are willing to build vessels to bespoke design specifications and have
separate arrangements on the equipment package; instead, they prefer to build repeat
designs, to benefit from their experience and economies of scale and gain discounts for
their own benefit from equipment suppliers and manufacturers.

Our transactions with the KSL Group are conducted on an arms length basis, as further
detailed in the section on Interested Person Transactions and Potential Conflicts of
Interest.

(f) Highly-experienced and committed management team with a proven track record

We have a committed, experienced and highly-qualified management team led by our Chief
Executive Officer and Executive Director, Mr. Seow Kang Hoe, Gerald who has more than 40
years of experience in the shipping industry (including 15 years of sea-going experience and
more than 20 years of senior management experience), as further described in Management
Directors. Our Executive Officers come with varied and synergistic backgrounds
including Engineering, Marine and Finance which enable them to lead and manage our
Company.

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Our management team includes 12 shore-based Master Mariners and 23 Chief Engineers
with an aggregate sea-going experience of more than 600 years, as at the Latest Practicable
Date. The depth and diversity of our managements technical and operational expertise and
experience enable us to identify, evaluate and capitalise on market opportunities and to
better anticipate industry trends and invest in relevant assets to respond to our customers
needs. In this regard, we have successfully expanded the scale of our fleet in terms of both
capabilities and size (the vessels we operate grew from 98 vessels as at December 31, 2011
to 110 vessels as at the Latest Practicable Date, of which one vessel is undergoing
conversion into an accommodation vessel). Our extensive experience and expertise in
marine operations, marine engineering and fleet management allow us to proactively
manage our fleet and achieve a high level of reliability, safety and efficiency in our
operations.

Recognising the technical capabilities required to operate and manage the two 750-person
DP3 SSAVs which we have ordered as at the Latest Practicable Date and which are
scheduled for delivery by the end of 2014, we have established an internationally-
experienced management team with a proven track record. Heading this team is our Project
Director, Operations, with more than 30 years of experience in North Sea and Latin America,
including 17 years of handling day-to-day operations for four SSAVs.

Strategy

(a) Broaden fleet diversification

We look to continue to diversify our fleet and leverage on our multi-segment offshore
capabilities to actively cross-sell our services and secure contracts that would otherwise be
difficult as a single-service provider.

We are enhancing our market-leading positions in each of our OSV, T&I and HSER
Segments (as further described under Our Competitive Strengths Well-positioned to
capture market opportunities across all our business segments), and also the capabilities of
our OA Segment, by currently expanding our fleet through the acquisition of larger and more
sophisticated vessels. As of the Latest Practicable Date, we have on order and scheduled for
delivery 15 vessels, comprising two deck cargo barges, two ASD harbour tugs, three DP2
accommodation vessels, three DP2 AHTS, two DP3 SSAVs, and three vessels which our
joint ventures have on order. In addition, we have one vessel that is undergoing conversion
into an accommodation vessel. With respect to the OA Segment, recognising the technical
capabilities required to operate and manage the DP3 SSAVs, we have established an
internationally-experienced management team with a proven track record (as further
described under Our Competitive Strengths Highly-experienced and committed
management team with a proven track record). With respect to the HSER Segment, in
November 2013, our subsidiary, POSH Semco, was granted a public licence by the MPA for
the provision of towage services to vessels within the limits of the port and the approaches
to the port as described in Government Regulations. Please see Business Vessels to be
Delivered for further details, including details on the contracted delivery date. Please also
see Managements Discussion and Analysis of Financial Condition and Results of
Operations Capital Expenditures and Divestments for further details on our contractual
commitments relating to vessels which our Company and our subsidiaries have on order and
scheduled for delivery and how such committed future capital expenditures are expected to
be funded.

We adopt investment management processes in evaluating our fleet expansion plans.


Factors which determine the level and timing of our fleet expansion include our assessment
of the market demand and cost of investment for new vessels, our ability to secure attractive

121
charter rates and our expected return on investment. By adhering to a disciplined and
structured set of criteria for evaluating and determining the need for fleet expansion, we are
able to maintain a sustainable growth model.

Separately, we continue to upgrade our existing assets through our fleet optimisation
programme to further enhance our competitiveness and ability to secure new and more
complex contracts. Under the fleet optimisation programme, we may dispose of older and/or
lower-specification vessels that are less efficient to operate and upgrade existing vessels
with more sophisticated technology and equipment. We may also acquire or build new
vessels to optimise the number and mix of vessels within the fleet. For example, we have
upgraded a DP1 AHTS into a DP2 AHTS. In addition, as at the Latest Practicable Date, we
have one vessel that is undergoing conversion into an accommodation vessel. Please see
Business Vessels to be Delivered for further details, including details on the contracted
delivery date. Please also see Managements Discussion and Analysis of Financial
Condition and Results of Operations Capital Expenditures and Divestments for further
details on our contractual commitments relating to vessels which our Company and our
subsidiaries have on order and scheduled for delivery and how such committed future capital
expenditures are expected to be funded. In this way, we continue to respond to our
customers requirements and are likely to secure charters at higher charter rates.

(b) Expand into deepwater offshore accommodation and other high-growth asset classes

We intend to actively expand our fleet and venture into new market opportunities, such as
deepwater offshore accommodation, that are expected to be in high demand going forward.

Our two SSAVs that are scheduled to be delivered by the end of 2014 were specially
designed with additional ancillary features to enhance the vessels overall functionality. The
two vessels are being constructed using modern structural designs and are equipped with
the latest technology and specifications. Some key features include their DP3 technology,
telescopic gangway, wide deck area and a moon-pool which provide us with the flexibility to
expand into the IMR segment in the future. The IMR segment comprises routine inspection,
maintenance and repair work to ensure system integrity and continued performance of
offshore assets, including subsea facilities and installations. In particular, such work could
involve a combination of services such as survey and maintenance of pipelines, support for
diving, structural inspections, support for laying cables and hoses, bolt inspection and
replacement, support for drilling, light inspection work, support for the maintenance of
offshore infrastructures and well stimulation. As at the Latest Practicable Date, we are in the
final stages of procuring a charter contract for the commercial deployment of one of the
vessels when it is delivered. The execution of the charter contract is pending the completion
of due approval process of the counterparty. Notwithstanding, there is no assurance that the
charter contract will ultimately be executed by the counterparty.

Aside from our high-capacity and high-specification offshore accommodation vessels, we are
exploring entry into IMR services to complement our range of deepwater offshore services.
These services complement our Companys OSV services by allowing our Company to
provide additional value-added services (for instance, divers to conduct inspection and
survey of deepwater structures) to customers of the OSV Segment in respect of deepwater
structures that our Company has provided OSV services for. In connection with this, we are
currently exploring the feasibility of acquiring new asset classes such as IMR vessels. In
December 2013, our Board of Directors gave in-principle approval for a capital expenditure
budget of US$291.5 million which is mainly for the further expansion of our fleet (including
the acquisition of MSVs) (as further described in Maintaining our growth momentum
below). Save for the foregoing, as at the Latest Practicable Date, our Company has not
identified any specific IMR assets to be acquired. A decision to invest in these IMR assets
has not yet been made and will be subject to completion of our feasibility study on the

122
provision of such services, including a study on the potential return on investment and cost
of return. We currently expect to fund any capital expenditures that may be incurred in
connection with the acquisition of such IMR assets from cash flows from operations and bank
borrowings.

(c) Maintain high service reliability

We believe it is important to maintain a high level of service reliability given the increasingly
stringent environmental regulations and the strong emphasis on safety and quality
standards.

One of our core policies is to be actively involved in monitoring the construction of our
vessels including vessel design, equipment selection and quality of construction. This
ensures that the vessels are constructed to meet our quality and technical specification
requirements. We practise planned maintenance programmes for our vessels. In addition, we
have recently implemented predictive maintenance measures for our high-specification and
high-capacity vessels.

We continue to invest significantly in our workforce by recruiting, developing and retaining


talent. We believe that our highly-experienced and well-trained workforce play an important
role in the success and growth of our Group and in maintaining our high level of service
standards and operational efficiency. For example, we undertake ongoing in-house
education programmes to keep our crew abreast of market developments and knowledge
through holding sea staff seminars in the Philippines, where we inculcate in our workforce
our Groups vision and core values, conduct training to maintain continual education, and
build rapport and team work between the shore and sea staff.

(d) Optimise charter mix for our OSV and OA fleet

In order to provide stable revenue streams, we intend to optimise our mix of long-term charter
contracts and short-term charter contracts for our OSV and OA fleet. However, we do not
have a target ratio of long-term charter contracts to short-term charter contracts as this
depends on the state of the market (such as the demand and supply dynamics). We aim to
maintain and prefer long-term charters which provide us with predictable and reliable cash
flows, and less exposure to seasonality and revenue volatility. We would also like to further
optimise our charter mix by engaging in short-term contracts which allow us to benefit from
higher day rates.

(e) Expand into new geographic markets with significant growth potential

We aim to continue growing our presence in markets which offer significant growth potential
such as Australia, Indonesia, Latin America and the EMEA region or Europe, Middle East and
Africa. We will expand our presence in Mexico which will serve as our springboard for our
strategic expansion into other regions of Latin America. Accordingly, we are constantly
looking out for suitable opportunities to enhance the scale of our business through
synergistic strategic alliances and mergers and acquisitions which will better enable us to
establish our presence in new high-growth markets. As at the Latest Practicable Date, we
have not formalised any specific plans for such expansion as our Company has not identified
any such opportunities to enhance the scale of our business or any targets for such mergers
and acquisitions. We currently expect to fund any such expansion from cash flows from
operations and bank borrowings.

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(f) Maintaining our growth momentum

Our Company is a relatively young company and we have been growing since we were
incorporated, from total assets of US$35.7 million as at December 31, 2006 to US$1.8 billion
as at December 31, 2013. We believe we are still in a growth phase, and we intend to
continue to enhance and retain our market-leading positions and by maintaining our growth
momentum in our business segments.

In December 2013, our Board of Directors gave in-principle approval for a capital expenditure
budget of US$291.5 million which is mainly for the further expansion of our fleet in the OSV,
T&I and HSER Segments (including the acquisition of MSVs as further described in
Expand into deepwater offshore accommodation and other high-growth asset classes).
This is in addition to the vessels we have on order and scheduled for delivery as described
in Business Vessels to be Delivered. Whilst we have identified the relevant types of
vessels to be acquired, we have not contractually committed to acquire any of these assets
as at the Latest Practicable Date. We currently plan to implement such Further Fleet
Expansion in 2014 and expect to fund such acquisitions from cash flows from operations and
bank borrowings. The planned partial repayment of the outstanding amounts under our
revolving facilities using the net proceeds from the Offering and the issue of the Cornerstone
Shares would increase our available debt headroom under these facilities, which may be
utilised towards funding the Further Fleet Expansion and our future capital expenditure.

Business Segments

We manage and measure our business performance in the following four distinct operating
segments, which are reflective of how we review operating results for the purposes of allocating
resources and assessing performance.

Offshore Supply Vessels

The OSV Segment supports midwater to deepwater operations of rig and oilfield operators during
the exploration, development, construction and production phases. This segment operates 8,000
to 16,000 BHP AHTS and 2,200 to 4,100 DWT PSVs providing multi-role services such as towing
and positioning drilling rigs, and materials transportation. According to Infield, we have the
youngest deepwater AHTS and PSV fleet and the youngest midwater AHTS and PSV fleet
globally, with an average age of 2.3 and 2.2 years, as at December 31, 2013, respectively.

We scaled up our OSV activities in 2007 with the acquisition of Semco Pte. Ltd. From 18 vessels
as at December 31, 2011, this segment operated 30 vessels as of the Latest Practicable Date.
Most of the vessels in our OSV fleet are flagged in Singapore with the remaining flagged in a
number of other countries including Mexico, Malaysia and Indonesia.

Our vessel charters for this segment include both long-term and short-term charters. We define
our short-term charters as having a duration of less than one year. We also define a charter
contract with a duration of one year or more as a long-term charter. Our long-term charters
typically have various durations of between one to four years. From time to time, we may also
deploy our vessels in the spot market to exploit available opportunities (such as during periods
between the expiration of charter and the employment of the vessel on another charter) and the
spot charters are charters which are negotiated and performed immediately and are typically for
short-term (less than one year). Although not typical, spot charters may occasionally be secured
for a charter period in excess of a year.

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For the years ended December 31, 2011, 2012 and 2013, 49.0%, 59.4% and 64.4%, respectively,
of the OSV Segment revenue was attributable to long-term charters (on our wholly-owned vessels
and chartered vessels which our Company and our subsidiaries operate as charterers) and
51.0%, 40.6% and 35.6%, respectively, of the OSV Segment revenue was attributable to
short-term and spot charters (on our wholly-owned vessels and chartered vessels which our
Company and our subsidiaries operate as charterers). As at the Latest Practicable Date,
approximately 46.8% and 21.7% of the total available days (for the wholly-owned vessels we
operate under this segment as at the Latest Practicable Date) for the period from March 26, 2014
to December 31, 2014 and the year ending December 31, 2015, respectively, have already been
booked under charter and other contracts. Such order book amounted to approximately US$48.8
million and US$29.6 million respectively.

The following table provides the number, average age and average vessel utilisation ratios for our
OSV vessels by class for the periods indicated:

As of the
As of December 31, Latest
Practicable
2011 2012 2013 Date
Offshore Supply Vessels
Number of vessels . . . . . . . . . . . . . . ... 18 22 29 30 (1)
Average age of vessels (year) (2) . . . ... 2.1 2.6 2.8 3.1
Average vessel utilisation ratio of
wholly-owned vessels (3) (%) . . . . . . ... 74.6 89.4 83.3 71.9
AHTS
Number of vessels . . . . . . . . . . . . ... 9 13 14 15
Average age of vessels (year) (2) . . ... 1.1 1.6 2.4 2.7
Average vessel utilisation ratio of
wholly-owned vessels (%) (3) . . . . . ... 71.3 87.7 89.6 79.4
PSV
Number of vessels . . . . . . . . . . . . ... 7 7 13 13
Average age of vessels (year) (2) . . ... 2.1 3.1 2.4 2.7
Average vessel utilisation ratio of
wholly-owned vessels (%) (3) . . . . . ... 85.3 (4) 66.1 62.4
AHT
Number of vessels . . . . . . . . . . . . ... 2 2 2 2
Average age of vessels (year) (2) . . ... 6.3 7.3 8.3 8.5
Average vessel utilisation ratio of
wholly-owned vessels (%) (3) . . . . . ... 84.0 98.0 100.0 62.7

Notes:
(1) Two of the vessels owned by one of our joint ventures are secured by a mortgage in favour of a third party, to the
extent of the financing of the vessel.

(2) Average age is the total age of all vessels within the relevant category, divided by the total number of vessels within
that category.

(3) Vessel utilisation is a function of the hire days, i.e. days in which the vessels were commercially deployed, against
the available days. Available days are calendar days less days for scheduled docking or repairs.

(4) We did not operate any wholly-owned PSV as at December 31, 2012.

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Transportation and Installation

The T&I Segment supports marine contractors in transportation, construction and maintenance of
oilfield infrastructure and pipelines. We ventured into this segment in 2007 with the acquisition of
Semco Pte. Ltd. and Maritime Pte. Ltd. This segment operated 45 vessels as of the Latest
Practicable Date. Our T&I vessels are deployed and operate globally. Most of these vessels are
flagged in Singapore.

As of the Latest Practicable Date, this segment operated nine 12,000 to 16,300 BHP AHTs
designed for ocean towing, transportation of FPSOs and other large offshore structures and
installation of offshore structures in offshore oilfields. In addition, this segment operates a fleet of
4,000 to 8,000 BHP AHTs in shallow waters, which are primarily engaged in the support of shallow
water pipelay and platform construction work.

As of the Latest Practicable Date, we operated 19 barges, including two submersible barges and
one submersible launch floatover barge, which are used for transportation, floatovers and
launching of platform jackets.

Our vessel charters for this segment include both long-term and short-term charters. We define
our short-term charters as having a duration of less than one year. We also define a charter
contract with a duration of one year or more as a long-term charter. Our long-term charters
typically have various durations of between one to three years. From time to time, we may also
deploy our vessels in the spot market to exploit available opportunities (such as during periods
between the expiration of charter and the employment of the vessel on another charter) and the
spot charters are charters which are negotiated and performed immediately and are typically for
short-term (less than one year). Although not typical, spot charters may occasionally be secured
for a charter period in excess of a year. Our long-term and short-term charters may include
lump-sum project contracts which we define as contracts involving any lump-sum amount that is
paid for services provided over a period of time. Such lump-sum project contracts may be for short
term (less than one year) or long term (one year or more), depending on the duration of the
relevant lump-sum project contracts. For the years ended December 31, 2011, 2012 and 2013,
2.0%, 2.2% and 5.8%, respectively, of the T&I Segment revenue was attributable to long-term
charters (on our wholly-owned vessels and chartered vessels which our Company and our
subsidiaries operate as charterers) and 98.0%, 97.8% and 94.2%, respectively, of the T&I
Segment revenue was attributable to short-term and spot charters (on our wholly-owned vessels
and chartered vessels which our Company and our subsidiaries operate as charterers). Out of
these charters, for the years ended December 31, 2011, 2012 and 2013, 42.4%, 26.5% and
14.2%, respectively, of the T&I Segment revenue was attributable to lump-sum project contracts
(on our wholly-owned vessels and chartered vessels which our Company and our subsidiaries
operate as charterers). As at the Latest Practicable Date, approximately 38.0% and 4.8% of the
total available days (for the wholly-owned vessels we operate under this segment as at the Latest
Practicable Date) for the period from March 26, 2014 to December 31, 2014 and the year ending
December 31, 2015, respectively, have already been booked under charter and other contracts.
Such order book amounted to approximately US$10.6 million and US$0.7 million respectively.

126
The following table provides the number, average age and average vessel utilisation ratios for our
T&I vessels by class for the periods indicated:

As of the
As of December 31, Latest
Practicable
2011 2012 2013 Date
Transportation and Installation
Number of vessels . . . . . . . . . . . . . . ... 48 47 46 45 (1)
Average age of vessels (year) (2) . . . ... 6.8 7.1 6.9 7.2
Average vessel utilisation ratio of
wholly-owned vessels (%) (3) . . . . . . . ... 70.4 79.3 71.4 65.6
AHT
Number of vessels . . . . . . . . . . . . ... 16 16 17 17
Average age of vessels (year) (2) . . ... 7.0 8.0 5.6 6.0
Average vessel utilisation ratio of
wholly-owned vessels (%) (3) . . . . . ... 77.2 82.4 79.3 63.2
Towing Tugs
Number of vessels . . . . . . . . . . . . ... 9 9 9 9
Average age of vessels (year) (2) . . ... 9.7 10.7 11.7 12.0
Average vessel utilisation ratio of
wholly-owned vessels (%) (3) . . . . . ... 54.9 80.6 89.9 75.8
Barges
Number of vessels . . . . . . . . . . . . ... 23 22 20 19
Average age of vessels (year) (2) . . ... 5.5 5.1 5.8 6.0
Average vessel utilisation ratio of
wholly-owned vessels (%) (3) . . . . . ... 73.4 76.6 58.4 61.7

Notes:

(1) Four of the vessels are secured by mortgages in favour of third parties, to the extent of the financing of the vessels.
(2) Average age is the total age of all vessels within the relevant category, divided by the total number of vessels within
that category.

(3) Vessel utilisation is a function of the hire days, i.e. days in which the vessels were commercially deployed, against
the available days. Available days are calendar days less days for scheduled docking or repairs.

Offshore Accommodation

The Offshore Accommodation Segment owns and operates vessels that provide accommodation,
lifting, heli deck, catering, workshop and storage facilities in offshore oilfields for offshore
construction and/or maintenance operations. Our accommodation vessels are deployed and
operate globally.

We ventured into this segment in 2008 and as of the Latest Practicable Date, we operated five
accommodation vessels, including one vessel that is undergoing conversion into an
accommodation vessel. These vessels are flagged in Indonesia, Malaysia, Panama and Liberia.

As at the Latest Practicable Date, we have ordered two 750-person DP3 SSAVs. These vessels
are scheduled to be delivered by the end of 2014. As at the Latest Practicable Date, we are in the
final stages of procuring a charter contract for the commercial deployment of one of the vessels
when it is delivered. The execution of the charter contract is pending the completion of due
approval process of the counterparty. Notwithstanding, there is no assurance that the charter
contract will ultimately be executed by the counterparty. As at the Latest Practicable Date, we
have also ordered three 238-person DP2 accommodation vessels, of which two are scheduled to

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be delivered by the end of 2014 and one is scheduled to be delivered by the first quarter of 2015.
In addition, we have one vessel that is undergoing conversion into a 198-person accommodation
vessel, which is expected to be delivered by the second quarter of 2014.

When all of the accommodation vessels that are under construction or undergoing conversion are
delivered by 2015, our accommodation capacity will increase from 879 persons as at the Latest
Practicable Date to 3,291 persons (this includes one 191-person accommodation vessel that is
committed for sale after the Latest Practicable Date).

Our vessel charters for this segment include both long-term and short-term charters. We define
our short-term charters as having a duration of less than one year. We also define a charter
contract with a duration of one year or more as a long-term charter. Our long-term charters
typically have various durations of between one to two years. From time to time, we may also
deploy our vessels in the spot market to exploit available opportunities (such as during periods
between the expiration of charter and the employment of the vessel on another charter) and the
spot charters are charters which are negotiated and performed immediately and are typically for
short-term (less than one year). Although not typical, spot charters may occasionally be secured
for a charter period in excess of a year. For the years ended December 31, 2011, 2012 and 2013,
51.2%, 44.2% and 50.5%, respectively, of the OA Segment revenue was attributable to long-term
charters (on our wholly-owned vessels and chartered vessels which our Company and our
subsidiaries operate as charterers) and 48.8%, 55.8% and 49.5%, respectively, of the OA
Segment revenue was attributable to short-term and spot charters (on our wholly-owned vessels
and chartered vessels which our Company and our subsidiaries operate as charterers). As at the
Latest Practicable Date, approximately 41.3% of the total available days (for the wholly-owned
vessels we operate under this segment as at the Latest Practicable Date, excluding one vessel
that is undergoing conversion into an accommodation vessel) for the period from March 26, 2014
to December 31, 2014, have already been booked under charter and other contracts. Such order
book amounted to approximately US$9.5 million. As at the Latest Practicable Date, none of the
total available days (for the wholly-owned vessels we operate under this segment as at the Latest
Practicable Date, excluding one vessel that is undergoing conversion into an accommodation
vessel) for the year ending December 31, 2015 have been booked under charter and other
contracts.

The following table provides the number, average age and average vessel utilisation ratios for our
Offshore Accommodation vessels for the periods indicated:

As of the
Latest
As of December 31,
Practicable
2011 2012 2013 Date

Offshore Accommodation
Number of vessels . . . . . . . . . . . . . . . . . 4 4 5 5 (3)
Average age of vessels (year) (1) . . . . . . 10.5 11.5 10.0 10.2 (4)
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . . . 85.0 90.0 79.8 59.4 (4)

Notes:

(1) Average age is the total age of all vessels within the relevant category, divided by the total number of vessels within
that category.
(2) Vessel utilisation is a function of the hire days, i.e. days in which the vessels were commercially deployed, against
the available days. Available days are calendar days less days for scheduled docking or repairs.

(3) Including one vessel that is undergoing conversion into an accommodation vessel.
(4) Excluding one vessel that is undergoing conversion into an accommodation vessel.

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Harbour Services and Emergency Response

Our Harbour Services business has been operating for over 10 years. We own, operate and
manage a fleet of harbour tugs and heavy lift crane barges, which are actively engaged in
supporting harbour towage operators and providing heavy lift services to shipyards engaged in the
construction, and repair and conversion of ships and offshore drilling units, and other offshore
structures and topside production and processing facilities. In November 2013, our subsidiary,
POSH Semco, was granted a public licence by the MPA for the provision of towage services to
vessels within the limits of the port and the approaches to the port as described in Government
Regulations. Our Emergency Response business offers a comprehensive range of services,
equipment and personnel for salvage, wreck removal, rescue and oil spill response operations
globally. Emergency, salvage and oil spill response services encompass emergency assistance to
vessels that encounter grounding, collision, incidences of fire and oil spillage as a consequence
of collisions and groundings. In particular, salvage refers to the process of recovering a vessel, its
cargo, or other property after a shipwreck, grounding or other marine accidents or incidents, and
encompasses refloating, towing and recovery of a sunken, grounded or incapacitated vessel.

As of the Latest Practicable Date, our fleet in this segment comprised 3,200 to 5,000 BHP ASD
harbour tugs and four heavy lift crane barges with SWL capacities ranging from 60 tonnes to 1,500
tonnes. Our tugs are also chartered out to other operators in the Asia-Pacific region. Most of the
vessels in our HSER fleet are flagged in Singapore.

Our vessel charters for this segment include both long-term and short-term charters. We define
our short-term charters as having a duration of less than one year. We also define a charter
contract with a duration of one year or more as a long-term charter. Our long-term charters
typically have various durations of between one to four years. From time to time, we may also
deploy our vessels in the spot market to exploit available opportunities (such as during periods
between the expiration of charter and the employment of the vessel on another charter) and the
spot charters are charters which are negotiated and performed immediately and are typically for
short-term (less than one year). Although not typical, spot charters may occasionally be secured
for a charter period in excess of a year. We are also engaged by several marine oil terminal or oil
transportation companies on a retainer agreement to provide emergency and oil spill response
services. The retainer agreement typically has a duration of one year and provides for our
emergency response service team to be on standby on a call-out basis to respond to any oil spill
or emergency calls from our customers. In effect, this means that the retained entity is
contractually on an order to report for emergency work at all times. For the years ended December
31, 2011, 2012 and 2013, 9.2%, 27.4% and 25.8%, respectively, of the HSER Segment revenue
was attributable to long-term charters (on our wholly-owned vessels and chartered vessels which
our Company and our subsidiaries operate as charterers) and 90.8%, 72.6% and 74.2%,
respectively, of the HSER Segment revenue was attributable to short-term and spot charters,
including our retainer agreement (on our wholly-owned vessels and chartered vessels which our
Company and our subsidiaries operate as charterers). As at the Latest Practicable Date,
approximately 20.4% and 20.2% of the total available days (for the wholly-owned vessels we
operate under this segment as at the Latest Practicable Date) for the period from March 26, 2014
to December 31, 2014 and the year ending December 31, 2015, respectively, have already been
booked under charter and other contracts. Such order book amounted to approximately US$0.2
million and US$0.3 million respectively.

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The following table provides the number, average age and average vessel utilisation ratios for
vessels in this segment for the periods indicated:

As of the
As of December 31, Latest
Practicable
2011 2012 2013 Date

Harbour Services and Emergency


Response
Number of vessels . . . . . . . . . . . . . . . . . 28 27 32 30
(1)
Average age of vessels (year) ...... 8.1 8.8 8.9 9.6
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . . . 34.6 54.1 41.2 43.3
Harbour Tugs
Number of vessels . . . . . . . . . . . . . . . 19 18 23 21
(1)
Average age of vessels (year) ..... 3.4 3.6 4.5 5.0
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . 45.1 67.6 59.1 47.1
Crane Barges
Number of vessels . . . . . . . . . . . . . . . 4 4 4 4
(1)
Average age of vessels (year) ..... 23.9 24.9 25.9 26.1
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . 19.3 45.7 27.7 25.7
Support Vessels
Number of vessels . . . . . . . . . . . . . . . 5 5 5 5
(1)
Average age of vessels (year) ..... 13.5 14.5 15.5 15.8
Average vessel utilisation ratio of
wholly-owned vessels (%) (2) . . . . . . . . 8.0 19.3 8.5 46.2

Notes:

(1) Average age is the total age of all vessels within the relevant category, divided by the total number of vessels within
that category.

(2) Vessel utilisation is a function of the hire days, i.e. days in which the vessels were commercially deployed, against
the available days. Available days are calendar days less days for scheduled docking or repairs.

Joint Ventures

We enter into joint ventures, from time to time, for strategic reasons as well as to comply with local
regulations and laws, including cabotage laws. We account for these joint ventures as jointly
controlled entities under the equity method. Our joint venture agreements provide for reserved
matters (including but not limited to change of business purpose, increase of share capital,
amendments to the constitutive documents, arrangements with creditors and major capital
expenditure) which will require the unanimous consent of the shareholders. While such major
decisions require unanimous agreement among us and our joint venture partners, on a day-to-day
basis, our Group manages the commercial and technical operations of our joint ventures (save in
the case of PT. Win Offshore). Our joint venture agreements require the parties to negotiate in
good faith to resolve disputes or deadlock situations. With respect to six of our joint ventures, our
joint venture agreements provide for termination in certain circumstances (such as by mutual
consent or for cause, for example, in the case of a breach of the joint venture agreement or in the
event of the bankruptcy of a shareholder). If there is no resolution to any disputes or deadlock

130
situations, or if the termination provisions are triggered, our joint venture agreements provide that
a shareholder may elect to buy out the other shareholders shares or sell his shares to the other
shareholders at a price which may be determined with reference to an objective benchmark (such
as revalued net asset value whereby assets are marked-to-market. In such a case, the net asset
value of the joint venture is adjusted to take into account the market value of the vessels
determined with reference to independent valuations) or that the joint venture may be terminated
(such as by way of liquidation). The price determination terms referred to above are provided for
in all of our joint venture agreements and apply only to termination of the joint venture. There are
typically no termination payments in the form of penalties.

The following is a list of our joint ventures and certain information related thereto as at the dates
indicated:

As of the Latest
As of December 31, 2013 Practicable Date

Effective Effective
percentage Number of percentage Number of
of equity vessels of equity vessels
owned owned owned owned

Name of Company
Nimitrans Pte. Ltd.. . . . . . . . . . . . . . . 50.0% 1 50.0% 1
PACC Offshore Mexico S.A. de C.V. . 49.0% 0 49.0% 0
Pacific Workboats Pte. Ltd. . . . . . . . . 50.0% 20 50.0% 20
POSH Havila Pte. Ltd.. . . . . . . . . . . . 50.0% 0 50.0% 0
POSH Synergy Marine Private
Limited . . . . . . . . . . . . . . . . . . . . . . . . 50.0% 0 50.0% 0
POSH Terasea Pte. Ltd. and its
subsidiaries . . . . . . . . . . . . . . . . . . . . 62.5% 8 (1) 50.0% 9 (2)
PT. Mandiri Abadi Maritim . . . . . . . . . 49.0% 3 (3) 49.0% 3 (3)
PT. Win Offshore . . . . . . . . . . . . . . . . 49.0% (4) 5 49.0% (4) 6
Sermargosh2 S.A.P. I. de C.V. and
its subsidiaries. . . . . . . . . . . . . . . . . . 49.0% 2 49.0% 2
Servicios Martimos Gosh, S.A.P.I.
de C.V.. . . . . . . . . . . . . . . . . . . . . . . . 49.0% 6 49.0% 6

Notes:

(1) Including one vessel which was chartered by the joint venture as a charterer on a long-term charter (and on that
basis, the vessel is accounted for as a vessel owned by the joint venture).

(2) Including two vessels which are chartered by the joint venture as a charterer on long-term charters (and on that
basis, these vessels are accounted for as vessels owned by the joint venture).
(3) Excluding three vessels which we have sold to and chartered back from the joint venture on long-term charters and
three vessels deployed outside our Group.

(4) This refers to our Companys direct interest of 49.0% in PT. Win Offshore. In addition, our joint venture, PT. Mandiri
Abadi Maritim, also holds an interest of 1.0% in PT. Win Offshore.

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Nimitrans Pte. Ltd.

This is a 50:50 jointly controlled entity between our Company and Nippon Marine International
S.A., which is a subsidiary of Nippon Steel & Sumikin Engineering Co., Ltd. This company owns
a submersible launch floatover barge which we operate.

PACC Offshore Mxico, S.A. de C.V.

This is a jointly controlled entity in which Mayan Investments Pte. Ltd. (Mayan) and Inversiones
Costa Afuera, S.A. de C.V. (ICA) have contributed 49% and 51% respectively in the equity of
PACC Offshore Mxico, S.A. de C.V. It is presently a dormant ship owning company.

Pacific Workboats Pte. Ltd.

This is a 50:50 jointly controlled entity between POSH and Dolphin Shipping Company Private
Limited, a wholly-owned subsidiary of SembCorp Marine Ltd. This company owns and operates a
fleet of coastal service vessels including harbour tugs and heavy lift floating cranes.

POSH Havila Pte. Ltd.

This is a 50:50 jointly controlled entity between our Company and Havila Shipping ASA, a
Norwegian offshore supply vessels operator listed on the Oslo Stock Exchange, with each party
contributing offshore supply vessels to the jointly controlled entity by way of a charter
arrangement. We operate these offshore supply vessels.

POSH Synergy Marine Private Limited

This is a 50:50 jointly controlled entity between POSH and Jalhansa Enterprises Private Limited,
an Indian company. The company is currently dormant and will be wound up in due course.

POSH Terasea Pte. Ltd. and its subsidiaries

As at the Latest Practicable Date, we hold a 50.0% equity interest in POSH Terasea Pte. Ltd. with
the remaining 50.0% interest held by Terasea Pte. Ltd., a joint venture between Seabridge Marine
Services Ltd. and Ezion Holdings Limited. POSH Terasea Pte. Ltd. has three wholly-owned
subsidiaries: POSH Terasea (I) Pte. Ltd. and POSH Terasea (II) Pte. Ltd., which are ship owning
companies; and POSH Terasea Offshore Pte. Ltd. which undertakes ocean towage and related
activities, transportation and installation of FPSOs and other large marine structures.

PT. Mandiri Abadi Maritim

This is an Indonesian company in which we have an indirect interest of 49.0% (being our
Companys beneficial interest held by PCL, as trustee, under an interim trust arrangement arising
from PCLs ownership of PT Indopacc Global, an Indonesian company that is beneficially
interested in 49.0% of PT. Mandiri Abadi Maritim), with the remaining 51% interest being ultimately
held by Doktorandus Hananto and Muhammad Jimmy Goh Mahshun. The purpose of the interim
trust arrangement referred to above is to facilitate our Groups recognition of the 49.0% interest
in the joint venture prior to the transfer of the direct interest to our Group, which is in progress. As
at the Latest Practicable Date, we are currently in the process of taking a direct interest in 49.0%
of PT. Mandiri Abadi Maritim by having the shares transferred to our Group from the existing
shareholders holding 49.0% of PT. Mandiri Abadi Maritim. The company owns Indonesian flagged
vessels which are chartered to us for operation.

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PT. Win Offshore

This is a joint venture between our Company, PT. Mandiri Abadi Maritim and PT. Wintermar
Offshore Marine Tbk, an Indonesian offshore operator listed on the Indonesia Stock Exchange.
PT. Win Offshore owns and operates Indonesian flagged vessels which are on a charter
arrangement with PT. Wintermar Offshore Marine Tbk.

Sermargosh2 S.A.P.I. de C.V. and its subsidiaries

Mayan has a 49.0% interest in this jointly controlled entity with ICA, who contributed 51.0% in the
equity of Sermargosh2 S.A.P.I de C.V. The company is the holding company of three other
companies, GOSH Caballo Eclipse S.A.P.I. de C.V., GOSH Rodrigo DPJ S.A.P.I. de C.V. and
GOSH Caballo Grano de Oro S.A.P.I. de C.V., which are ship owning companies. GOSH Caballo
Eclipse S.A.P.I. de C.V. is currently dormant. Sermargosh2 S.A.P.I de C.V. and its subsidiaries are
in the business of owning and operating vessels in support and service to Mexicos offshore oil
and gas sector.

Servicios Martimos Gosh, S.A.P.I. de C.V.

This is a jointly controlled entity between our Companys subsidiary, Mayan Investments Pte. Ltd.
and GGM Shipping, S.A. de C.V. (renamed Shipping Group Mexico SGM, S.A.P.I. de C.V.),
Arrendadora Caballo de Mar III, S.A de C.V. and ICA, with the parties contributing the respective
equity: 49.0%, 25.0%, 25.0% and 1.0%. The company owns and operates two PSVs and four
mudboats as of the Latest Practicable Date.

Please also see Appendix F List of Subsidiaries and Associated Companies for further details
on our joint ventures.

Vessels to be Delivered

We endeavour to ensure that our vessels are relevant to the market, upgraded and able to operate
in nearly all major offshore oil and gas producing regions. Please see Fleet Optimisation for
further details. As of December 31, 2013 and as of the Latest Practicable Date, we operated a
combined fleet of 112 and 110 vessels, respectively, including 45 and 47 vessels, respectively,
owned by our joint ventures (of which, as of the Latest Practicable Date, one vessel is undergoing
conversion into an accommodation vessel and two vessels are chartered by a joint venture as a
charterer on long-term charters). This combined fleet comprises AHTS, AHTs, ocean-towing tugs,
PSVs, accommodation vessels, utility vessels and crane and deck barges. As of the Latest
Practicable Date, we have on order and scheduled for delivery 15 vessels, comprising two deck
cargo barges, two ASD harbour tugs, three DP2 accommodation vessels, three DP2 AHTS, two
DP3 SSAVs, and three vessels which our joint ventures have on order. In addition, we have one
vessel that is undergoing conversion into an accommodation vessel.

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The following table sets out certain key information regarding our vessels to be delivered as at the
Latest Practicable Date:

Contracted
Name Type of Vessel Delivery Date Shipyard Size Flag State

PX 1023 DP2 AHTS Second quarter Paxocean 8,000 BHP Singapore


(POSH Radiant) of 2014 Engineering
Zhuhai Co. Ltd
Hull C1213 DP3 SSAV Third quarter Paxocean 750-person (1)
(POSH Xanadu) of 2014 Engineering
Zhoushan
Co. Ltd
Hull C1318 DP3 SSAV Fourth quarter Paxocean 750-person (1)
(POSH Arcadia) of 2014 Engineering
Zhoushan
Co. Ltd
PX 1020 DP2 Third quarter Paxocean 238-person Singapore
(POSH Endurance) Accommodation of 2014 Engineering
vessel Zhuhai Co. Ltd
PX 1021 DP2 Fourth quarter Paxocean 238-person Singapore
(POSH Endeavour) Accommodation of 2014 Engineering
vessel Zhuhai Co. Ltd
PX 1029 ASD Harbour Tug Second quarter Paxocean 3,600 BHP Singapore
(PW Tetap)(2) of 2014 Engineering
Zhuhai Co. Ltd
PX 1030 ASD Harbour Tug Second quarter Paxocean 3,600 BHP Singapore
(PW Tangkas)(2) of 2014 Engineering
Zhuhai Co. Ltd
PX 1031 DP2 First quarter of Paxocean 238-person Singapore
(POSH Enterprise) Accommodation 2015 Engineering
vessel Zhuhai Co. Ltd
PX 1032 DP2 AHTS First quarter of Paxocean 8,000 BHP (1)
2015 Engineering
Zhuhai Co. Ltd
PX1033 ASD Harbour Tug Fourth quarter Paxocean 4,000 BHP Singapore
of 2014 Engineering
Zhuhai Co. Ltd
PX1035 ASD Harbour Tug Fourth quarter Paxocean 4,000 BHP Singapore
of 2014 Engineering
Zhuhai Co. Ltd
Jasa Setia Accommodation Second quarter DDW- 198-person Indonesia
(to be renamed POSH vessel of 2014 PaxOcean
Bawean)(3) Shipyard Pte.
Ltd.
T210 DP2 AHTS Fourth quarter PT. Nanindah 12,000 Singapore
(POSH of 2014 Mutiara BHP
Perserverance) Shipyard
H1003 Deck cargo barge Third quarter Paxocean 7,500 DWT Singapore
of 2014 Engineering
Zhoushan
Co. Ltd
H1005 Deck cargo barge Third quarter Paxocean 7,500 DWT Singapore
of 2014 Engineering
Zhoushan
Co. Ltd
Hull No POET1560(2) Floating Crane Third quarter POET 500T (1)
Barge of 2014 Shipbuilding & Sheerleg
Engineering
Pte Ltd

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Notes:

(1) The flag state for the vessel (which refers to the state under whose laws a vessel is registered or licensed) has not
been determined as at the Latest Practicable Date.
(2) This vessel is under construction and is pending delivery to our joint venture, Pacific Workboats Pte. Ltd.

(3) This vessel is undergoing conversion into an accommodation vessel and is chartered back from a joint venture, PT.
Mandiri Abadi Maritim, on a long-term charter and on that basis, is accounted for as a vessel owned by POSH and
its subsidiaries.

Fleet Optimisation

We have a fleet optimisation programme, comprising fleet renewal initiatives (which is focused on
maintaining or improving the average age of our existing fleet and upgrading vessel
specifications) and fleet re-profiling initiatives (which is focused on acquiring or building new
vessels to optimise the number and mix of vessels within the fleet in response to changes in
market dynamics and for future growth).

The demand for offshore services, charter rates, vessel types and fleet size are all interrelated.
Hence, we constantly monitor and seek to optimise the portfolio mix of our vessels to enable us
to continue to capture market opportunities and respond to ever-changing market requirements.
We endeavour to ensure that our vessels are relevant in the right offshore service segments. Such
fleet re-profiling initiatives are aimed at maintaining an optimal and relevant mix of vessels within
our Companys fleet (either by upgrading capacities or capabilities of existing vessels or acquiring
additional vessels to the fleet) in order to enable our Company to continue to capture market
opportunities and respond to changing market requirements. In this regard, our Company has a
criteria and assessment framework in place to assess the re-profiling of its fleet from time to time
within each of the business segments of our Company. These criteria and assessment framework
are based on our Companys monitoring of demand for offshore services, charter rates, vessel
types and fleet size. Our management constantly monitors demand and opportunities in the
offshore services industry through market intelligence such as periodic industry reports. Such
periodic industry reports will provide information and data on E&P activities, worldwide geographic
distribution of offshore installations (such as rigs and FPSOs), the age profile of various types of
vessels deployed in the market, reported orders by various owners worldwide for newbuildings
and deliveries of the various types and classes of vessels (providing data such as delivery dates
and number of vessels etc.), market and charter rates trends. All of this information, coupled with
feedback from our customers, are taken into consideration and forms the criteria for assessing
demand gaps (in terms of vessel types) and opportunities in the marine offshore services sector.

Our Companys fleet renewal initiatives, on the other hand, are focused on the average age and
the technical specifications of the vessels within our Companys fleet. There is not a formalised
process for such fleet renewal initiatives, but rather, this is a continuing and dynamic process for
the continuing renewal of vessels within our Companys fleet, and our Company renews its fleet
dynamically and in response to changes in market dynamics and demand. In this regard, our
Company has a criteria and assessment framework in place, which is based on the age and
technical specifications of the respective vessels. Older vessels require higher vessel operating
costs and hence would adversely impact our profitability. On the other hand, vessels with lower
technical specifications may not meet the demands or requirements of our customers, and
consequently face lower utilisation. We seek to enhance our market-leading positions in each of
our OSV, T&I and HSER Segments, and also the capabilities of our OA Segment, by acquiring
more sophisticated vessels and upgrading existing vessels with more sophisticated technology
and equipment through our fleet optimisation programme. At the same time, under the fleet
optimisation programme, we may dispose of older and/or lower-specification vessels that are less
efficient to operate and redeploy capital for vessel acquisition and upgrading. In this regard, we
work with shipyards and, in particular, affiliated shipyards of the KSL Group, to bring our
operational expertise and our understanding of customers demands to ensure that our vessels
are built to the right design, equipment and specifications. We permanently station our technical
superintendents in the shipyards as our vessels are being built to ensure adherence to quality and

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delivery timeline. Our strategic relationships with affiliated shipyards also enable us to respond
rapidly to changing market dynamics or new opportunities through quick turnaround times for our
newbuilds. Please also see Business Our Competitive Strengths Strong parentage and
Interested Person Transactions and Potential Conflicts of Interest for further details on our
transactions with the affiliated shipyards of the KSL Group.

As we optimise our fleet portfolio and expand, we expect to continue to sell our older and less
sophisticated vessels and those that are no longer relevant to our business strategy. We are
occasionally approached by third parties expressing interest in our vessels and, depending on
factors including market conditions, the age of the vessel, our fleet strategy and price, we may
consider taking advantage of such opportunity by selling such vessels. In this regard, we generate
a recurring collateral benefit for the reason that we have been able to buy and build a vessel
well, we are able to realise gains when we subsequently dispose of the vessel.

From 2007 to December 31, 2013, we had disposed of vessels at prices that had been contracted
with reference to prevailing market prices of comparable or near comparable vessels available for
sale in the open market at the relevant time. From 2007 to December 31, 2013, we recorded gains
from disposal of vessels totalling US$90.0 million. For the years ended December 31, 2011, 2012
and 2013, the gains arising from the disposals of our vessels amounted to US$13.6 million,
US$11.3 million and US$10.9 million, respectively.

We have pursued the fleet portfolio optimisation strategy described above by maintaining a
disciplined approach developing technical knowledge of offshore service assets, understanding
the market, maintaining strategic access to our affiliated shipyards, leveraging our expertise and
market insights and taking advantage of the right segments in the offshore service market through
both expanding/upgrading of our fleet, as well as disposing of our vessels on a selective basis.

Sales and Marketing

As of the Latest Practicable Date, we have 27 staff in our sales and marketing team. Each business
segment has its dedicated sales and marketing team focused on and specialised in its respective
business segment and clients. Each team closely monitors each project from the initial bidding
phase right through to completion so as to provide a single point of contact for the customer. At each
project completion, the team engages the customer in appraising our service quality and
responsiveness and performance of our vessels. These detailed feedback sessions and subsequent
collaboration with our customers, across the various market segments that we operate in, ensure
that we have a thorough understanding and appreciation of market demands and customers key
requirements and provide us with the means to anticipate future market opportunities.

The quality of our modern vessels, our attention to safety, technical and operational competence,
and our service reliability have enabled us to build a strong reputation in the marketplace and
secure a loyal and growing customer base, including through customer referrals.

We partner with reputable international brokers to identify business and potential customers. As
is the practice in the shipping industry, we pay a percentage commission to such brokers for any
successful business that is concluded.

Our Customers

Our customers include international oil companies, national oil companies, offshore contractors
and shipyards. Our customers operate internationally and within the territorial waters of some
countries which have cabotage laws. In such instances, we may enter into contracts or other
cooperation arrangements with local vessel operators in order to be able to provide services to the
end customers. Generally, our Company is not dependent on particular customers and contracts
are generally awarded based on various factors, including but not limited to the availability of
vessels of the class, type and specifications according to customer requirements and the location

136
of our Companys vessels in relation to the location of the job to be performed. Our vessels are
deployed globally and hence customers who accounted for 5.0% or more of our total revenues in
each year are a reflection of the contracts we have successfully procured from the relevant
customers in the relevant year and do not necessarily reflect any particular trend or reliance on
any customer. For example, we may enter into lump-sum project contracts under the T&I Segment
(which are substantial one-time and non-recurring projects) with different customers in different
years. Accordingly, customers who accounted for 5.0% or more of our total revenues in each year
are not necessarily recurring and the revenue from such customers may vary from year-to-year.

For the years ended December 31, 2011, 2012 and 2013, 24.0%, 26.3% and 26.7%, respectively,
of our total revenues came from our five largest customers (based on revenue contribution in the
respective year). For the years ended December 31, 2011, 2012 and 2013, the number of
customers we had that accounted for 5.0% or more of our total revenues were one, two and three,
respectively. The following customers accounted for 5.0% or more of our total revenues for the
years ended December 31, 2011, 2012 and 2013.

As of December 31,
Nature of Services
Provided 2011 2012 2013

A leading provider of offshore marine Charter of vessels 1.0% 8.0% 2.8%


services to the oil and gas industry in Egypt by OSV Segment
Hyundai Heavy Industries Co. Ltd. Charter of vessels 10.9% 3.2% 3.8%
by T&I Segment
Larsen & Toubro Limited Charter of vessels 2.0% 6.0% 3.2%
by T&I Segment
Petro Services Congo Sarl Charter of vessels 0.2% 1.0% 7.3%
by OSV Segment
OFS (Oil Field Supplies) Pte. Ltd. Charter of vessels 6.0%
by OSV Segment
Branch of PTSC PTSC Marine Charter of vessels 2.7% 5.2%
by OSV Segment

Our key customers for each of the past three years ended December 31, 2013 are not necessarily
recurring, and we are not reliant on any particular customer or customers. The customers serviced
by our Group in one year may not necessarily be repeat customers in the following year, and vice
versa. Hence, the table of customers set out above does not necessarily reflect any particular
trend or reliance on any customer.

Terms of Charters

We earn and recognise revenues primarily from time charters of our vessels based upon daily
rates of hire and to a lesser extent from bareboat charters. In addition, we recognise revenue from
lump-sum project contracts. Under a time charter, we retain operational control over the vessels
and are responsible for operating expenses including maintenance and repairs, labour and
insurance, while our customers are responsible for fuel costs. Time charters may range from
several days to five years or more. We generally enter into industry standard forms, such as the
BIMCO Supplytime 2005, BIMCO Towhire 2008, BIMCO TOWCON 2008, BIMCO Bargehire 2008
or Barecon 2001, often with modifications, for charters of our vessels with our customers. Under
a bareboat charter, the charterer takes over operational control of the vessel and is responsible
for all operating expenses, including maintenance and repair, crewing costs and insurance.
Bareboat charters are typically on longer term periods exceeding one year or more.

Typical terms of charter vary across our business segments. See Business Segments above
for further details.

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Our Suppliers

As we are principally engaged in the operation of offshore support vessels servicing offshore oil
and gas E&P activities, our business activities are of a service nature. We provide vessels with the
necessary crew support to deliver personnel and cargo to offshore installations, handle anchors
for drilling rigs and other marine equipment, support offshore construction and maintenance work
and provide standby safety support service. Such marine support services are provided using our
fleet of vessels and undertaken by our experienced crew and shore-based personnel. In the
provision of our services, except fuel costs, which are often borne by our customers, other vessel
operating expenses, such as purchase of lube oil and deck supplies, are typically our
responsibilities. Such supplies are available from many suppliers in the market and we are not
dependent on any single supplier, which may account for any significant variations in supplies
obtained from any one supplier on a year to year basis. As such, a major supplier (being a supplier
who accounted for 5.0% or more of our total cost of sales) in one year may not necessarily also
be a major supplier in another year, as we may choose to procure supplies from a different
supplier which may offer better rates or services. Accordingly, the table of suppliers set out below
does not necessarily reflect any particular trend or reliance on any supplier. None of our suppliers
accounted for 5.0% or more of our total cost of sales for the years ended December 31, 2011,
2012 and 2013, save for the following:

As of December 31,
Nature of Services or
Products Supplied 2011 2012 2013

Peninsula Petroleum Far East Pte. Ltd. . . . Bunkers 7.2% 3.0% 1.5%
Sentek Marine & Trading Pte. Ltd. . . . . . . . Bunkers 4.1% 11.6% 7.2%

Insurance

The operation of any vessel involves an inherent risk of losses (including damage to our vessel
or third party vessels) attributable to adverse sea and weather conditions and other force majeure
events such as war, piracy, terrorism, and political action or inaction.

We generally maintain the following coverage for our vessels:

Hull and machinery policy. This covers accidental physical loss or damage to our vessels
(including machinery and equipment onboard the vessel) and the vessels proportion of
general average sacrifices and contributions. Coverage for our fleet under each hull and
machinery policy is written based upon our insurable interest in the relevant vessel, which is
assessed at market value, as agreed annually between us and the insurer of the relevant
policy.

Protection and indemnity policy. This covers third party liabilities arising out of our vessels
operations including contractual obligations of owner to crew (for example, personal injury
and illness of a crew member), collision with other vessels or with fixed or floating objects
and oil pollution. Where any employees involved in marine based or waterborne related work
are not covered by a vessels Protection and Indemnity policy, we separately obtain separate
insurance for Workmens Compensation (which includes Employers Liability cover) and
Hospitalisation, Term Life and Personal Accident.

War risk policy. This covers loss or damage to our vessels as a result of certain war or
war-like conditions, including terrorism, sabotage and vandalism and political actions such
as acquisitions by governments.

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Depending on the circumstances of a charter or a lump-sum project contract, where we are acting
as disponent owner of a vessel, we may take out and maintain contractual liability insurance to
cover us against liabilities we have assumed pursuant to indemnities granted under our charters
or contracts.

We also maintain various non-vessel related policies such as:

Machinery All Risk policy. This covers accidental loss or damage to certain of our assets
such as salvage, diving and oil spill response equipment.

Public Liability policy. This covers our legal liability to third parties arising in the course of
our business operations such as accidental damage to third party property or accidental
injury to third parties.

We believe that our current level of insurance is adequate for our business and consistent with
industry practice, and we have not historically experienced a loss in excess of our policy limits.

Competition

We face competition in each of the market segments that we operate in. Our competitors range
from international operators to smaller local companies that typically concentrate their activities in
one specific region. In addition, many countries practice cabotage laws, which favour, or
effectively require contracts to be awarded to local contractors. Such policies may adversely affect
our ability to compete effectively.

Despite the competitive environment and protectionist barriers we encounter, we believe that our
strong financial standing, strong reputation and parentage, technical and operational competence,
the quality of our vessels and the scope of services that we provide, offer important competitive
advantages and enable us to compete effectively in the market segments we operate in.

Employees

As at December 31, 2013, we and our joint ventures employed 277 employees (land based) in
Singapore and overseas. Of our employees, 53 are represented by a union or employed pursuant
to a collective bargaining agreement or similar arrangement. We have not experienced any strikes
or work stoppages, and our management believes that we continue to enjoy good relations with
our employees.

Separately, we engage crewing personnel for our vessels for fixed contracted durations. As at
December 31, 2012 and December 31, 2013, we had engaged a total of 837 and 1,012 crewing
personnel, respectively.

The table below provides the number of employees across various functions for the years
indicated:

Function For the year ended December 31,


2011 2012 2013
Corporate Office/Shared Services ......... . . . . 35 33 34
Fleet Management . . . . . . . . . . . . ......... . . . . 85 99 119
Offshore Supply Vessels . . . . . . . ......... . . . . 22 15 23
Offshore Accommodation . . . . . . . ......... . . . . 6 6 14
Transport and Installation. . . . . . . ......... . . . . 18 21 24
Harbour Services and Emergency Response . . . . 45 49 63
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211 223 277

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The steady increase in the number of employees (including employees of our joint ventures) is
due to the expansion of our business over the period.

The following table provides geographical distribution of our employees for the years indicated:

Geographical regions For the year ended December 31,


2011 2012 2013

Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204 220 251


Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 24
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2 2

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211 223 277

Our future success will depend upon our ability to attract and retain qualified personnel.
Competition for qualified personnel remains intense, and we may not be successful in retaining
our key employees or attracting skilled personnel.

Intellectual Property

As of date, we have not registered any trademark/copyright in Singapore and our business
operations are not dependent on any specific intellectual property.

Despite our efforts to protect our proprietary information, third parties may be able to obtain and
use our proprietary information without authorisation or to develop similar technology
independently. Policing unauthorised use of our intellectual property is often difficult and the steps
taken may not be sufficient to prevent the infringement by unauthorised third parties of our
intellectual property.

Third parties may challenge the validity or scope of our intellectual property from time to time, and
such challenges could result in the limitation or loss of intellectual property rights. Irrespective of
their validity, such claims may result in substantial costs and diversion of resources that could
have an adverse effect on our operations. We have not made any material intellectual property
claims against any third parties.

Health, Safety, Environment and Quality Assurance (HSEQA)

Our success depends to a large extent on the degree of specialisation and skills of our onshore
and offshore employees. We are committed to maintaining high standards of quality, occupational
health and safety and environmental protection. Due to the nature of our operations, we are
subject to various internal and external safety and quality audits to ensure compliance with health,
safety and environmental protection laws and regulations, and to maintain effective waste
prevention and reduction capabilities. We conduct regular safety and environmental audits and
provide systematic health and safety training for our employees. We are proactive in establishing
policies and operating procedures for safeguarding the environment against any hazardous
materials aboard our vessels and at shore-based locations.

Our integrated safety systems, which encompass health, safety, environmental and quality
assurance policies and operating procedures, comply with the International Management Code for
the Safe Operation of Ships and for Pollution Prevention, as required by the International
Convention for the Safety of Life at Sea, as further described in Government Regulations
International Conventions.

140
As part of our integrated safety system, we are certified ISO 9001:2008 Quality Management
Standard and OHSAS 18000 Occupational Health Management Standard. These certifications
were awarded in recognition of our commitment and efforts in maintaining a quality management
system in the provision of maintenance and repair works for our vessels, ship management and
chartering services and the provision of marine supplies.

Our quality management system has been certified by Lloyds Register Quality Assurance to the
ISO 9001:2008 Quality Management System Standard. This certification was awarded in
recognition of our office based activities related to ship management of a fleet of offshore support
vessels and tugs trading worldwide.

Our new generation of DP2 PSVs, DP2 accommodation vessels and DP3 SSAVs are designed
with diesel electric propulsion and Clean-Design Notation and Green Passports which reduce and
limit the ships combustion machinery emissions and accidental sea pollution. Clean-Design
Notation stipulates defensive design, accident prevention and consequence limitation
requirements, thus providing additional environmental protection.

Our latest green initiative is the introduction of effective fresh water purification systems
throughout our fleet, thereby eliminating the use of bottled water on board and at the same time
improving the health of our seagoing personnel. As at the Latest Practicable Date, we are also in
the process of implementing the appropriate measures to achieve ISO 14001 accreditation.

Classification

Classification is the process of verifying ship standards against a set of requirements in the rules
established by a classification society. For classification purposes, a ship is surveyed during its
construction on the basis of design approval, tested before being taken into service and surveyed
regularly during its whole operational life until it is scrapped. Every vessels hull and machinery
must be classed by the classification society authorised in its country or elected by its owner. The
classification society ensures that the vessel is built, equipped and maintained in accordance with
the societys rules and regulations which, among other things, incorporate International Maritime
Organisation (IMO) convention requirements with regard to safety and pollution. The class
certificate is valid for five years, subject to periodic inspections. The following surveys are carried
out by a surveyor of the classification society:

annual survey, which is carried out yearly;

intermediate survey, which is carried out every 2.5 years and can be carried out in a vessels
second or third year; and

renewal or special survey, which is carried out once every five years. This survey may be
commenced at the fourth anniversary after the previous survey and progressed throughout
the year with a view to completion by the fifth anniversary. Vessels are also required to be
dry docked twice during the special survey period for inspection of underwater parts. The
period between any two dry dockings must not be more than 36 months, unless the vessel
qualifies for and undergoes an in-water survey.

Depending upon the type and age of a vessel and quality of ongoing maintenance, the scope of
the survey can range from a standard inspection to a more stringent enforcement such as steel
thickness measurement. Defects found at such inspection have to be repaired to the satisfaction
of the classification society before the vessel is allowed to be put into operation. In cases of older
vessels where more wear and tear is typical, a substantial amount of money may have to be spent
for steel renewal or other repairs for compliance with the rules of a classification society and for
the vessel to be maintained under classification. A continuous survey of machinery is generally

141
required, with 20.0% of a vessels machinery to be surveyed every year so that all of a vessels
machinery is reviewed every five years. The classification societies with which our vessels are
mainly registered are the Lloyds Register of Shipping, Det Norske Veritas, Bureau Veritas and the
American Bureau of Shipping. As at the Latest Practicable Date, all of our Groups vessels have
undergone annual classification surveys and have complied with the rules of the relevant
classification societies.

Properties

We have leased 9,724 square feet of office space which is used for our business office at No. 1
Kim Seng Promenade, #06-01, #06-01A, #06-01B and #06-01F, Great World City, Singapore
237994 from Midpoint Properties Limited for a period of five years from March 7, 2012. Under such
lease, we have an option to renew the lease for a term of five years, subject to terms and
conditions of the lease. Please also see Interested Person Transactions and Potential Conflicts
of Interest Present and On-going Transactions Provision of Lease Services by an Associate
of KSL for further details. As at the Latest Practicable Date, we also occupy office space in
another location in Singapore on a temporary basis and, rent five residential units in Singapore for
our expatriate employees and rent office space in Mexico, none of which are material.

See Business Segments and Joint Ventures above for ownership information on our
vessels.

Legal Proceedings

An admiralty action was initiated in 2009 against our subsidiary, POSH Semco, in the South
African High Court. LJ Boer Handel B.V. (as owners of the pontoon Margaret and two floating
docks) and LJ Boer Vastgoed B.V. (as owners of 12 barges) (together, the Plaintiffs) have
claimed damages as a result of the loss of and damage to the pontoon Margaret and its cargo of
two floating docks and 12 barges under towage from Shanghai, China to Rotterdam, The
Netherlands by POSH Semco. The damages claimed amounted to (a) C33.8 million (or
approximately S$59.2 million) (comprising C19.2 million (or approximately S$33.6 million) for the
value of the tow and C14.6 million (or approximately S$25.6 million) for the Plaintiffs remaining
damages including loss of profit, contractual penalties and wasted expenditure on ordering
materials and parts for the pontoon and tow); (b) US$2.0 million (or approximately S$2.5 million)
plus C420,000 (or approximately S$735,000) comprising salvage, advisory, expert and finance
costs incurred in relation to the salvage operations; and (c) R11.0 million (or approximately S$1.3
million) comprising the net wreck reduction costs incurred for the removal of the wreck from the
reef, including demolition and monitoring costs less the salvage received for any scrap parts sold.

The trial is currently scheduled to commence in October 2014 and we intend to vigorously defend
against this claim. Our insurers have confirmed that any liability from this suit will be fully covered
without conditions (after taking into account US$1,000 deductibles) by our existing insurance. As
such, we do not envisage any difficulties in making a claim against our insurers for the full amount,
and accordingly, no provision has been made in our consolidated financial statements.

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We may, from time to time, become party to certain proceedings brought by governmental or
private parties. Although the results of litigation and claims cannot be predicted with certainty, we
currently believe that the final outcome of these proceedings will not have a material adverse
effect on our financial position or profitability. Regardless of the outcome, litigation can have an
adverse impact on us because of defence and settlement costs, diversion of management
resources and other factors.

Our Company has also granted a loan (of which the outstanding amount as at December 31, 2013
was US$109.8 million) to our joint venture, GOSH, for the acquisition, modification and
mobilisation of the six vessels of GOSH which have been chartered to OSA. The loan was granted
in view of the unacceptable terms offered by the local banks in Mexico. There are no fixed
repayment instalments and the charter hire that is paid into the trust (referred to above) are paid
back to our Group and the net amount (after deducting commission, vessel operating expenses
and taxes) is applied against the loan. As security for the loan, we have share pledge agreements
with the two Mexican shareholders of GOSH (representing 50.0% interests in GOSH) and
mortgages over the six vessels owned by GOSH. Please see Summary Valuation for further
details on the valuation of the vessels owned by GOSH. To safeguard our interest, we have in
March 2014 initiated legal actions to recover full repayment of the outstanding loan and interest
payable to us, including legal actions to enforce our rights under the share pledge agreement to
require the sale of the shares held by the two Mexican shareholders to such person as we may
nominate whereby the proceeds from such sale will be paid to us to reduce our loan to GOSH (as
described in Risk Factors Risks Relating to Our Business and Operations We, as well as our
joint ventures, are exposed to the credit risks of our customers and certain other third parties, and
the non-performance or insolvency of these parties could adversely affect our financial condition
and results of operations and Managements Discussion and Analysis of Financial Conditions
and Results of Operations Material Events After December 31, 2013). No allowance was made
in this regard given that (a) we expect that the contracts with PEMEX will remain operational until
2015, and the charter income from the contracts with PEMEX (which, when invoiced by OSA, are
payable to the trust and on the basis that such amounts are paid by PEMEX into the trust) is
sufficient to service GOSHs vessel operating expenses, as well as its obligations to service the
loan and current and future interest payable to us by GOSH; and (b) as security for the loan, we
have share pledge agreements with the two Mexican shareholders of GOSH (representing 50.0%
interests in GOSH) and mortgages over the six vessels owned by GOSH. We understand from our
legal advisers as to Mexico law, Basham, Ringe y Correa, S.C., that the mortgages over the six
vessels owned by GOSH are enforceable under Mexico law in accordance with their respective
terms and there is no reason to believe that there are currently any issues (including any issues
arising from the Mexican governments investigations of OSA over alleged fraud arising from
billings charged by OSA to PEMEX) that may give rise to prevent the enforcement of such
mortgages. Please refer to the section titled Risk Factors Risks Relating to Our Business and
Operations We, as well as our joint ventures, are exposed to the credit risks of our customers
and certain other third parties, and the non-performance or insolvency of these parties could
adversely affect our financial condition and results of operations for further details on the share
pledge agreements and mortgages.

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Save as disclosed above, we are not, and have not been, involved in any legal or arbitration
proceedings and no proceedings are currently pending or contemplated which may have or have
had, in the 12 months immediately preceding the date of lodgement of this document with the
MAS, a material effect on our financial position or profitability.

For the readers convenience, the U.S. dollar amount, the Euro amount and the South African
Rand amount in this sub-section have been translated into Singapore dollars based on the
exchange rates of S$1.27 = US$1.00, S$1.75 = C1.00 and S$0.12 = R1.00, quoted by Bloomberg
L.P. on the Latest Practicable Date. 1

1
Such translations should not be construed as a representation that the U.S. dollar, Euro or South African Rand
amounts have been, could have been or could be converted into Singapore dollars, as the case may be, at the rate
indicated, any particular rate or at all.

We have included each of the exchange rates quoted above in its proper form and context in this Prospectus.
Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to
the inclusion of the exchange rates quoted above in this Prospectus, and is thereby not liable for such information
under Sections 253 and 254 of the Securities and Futures Act. While we, the Over-allotment Option Provider and
the Joint issue Managers, Bookrunners and Underwriters have taken reasonable actions to ensure that each of the
above exchange rates have been reproduced in its proper form and context, neither we, the Over-allotment Option
Provider, the Joint Issue Managers, Bookrunners and Underwriters nor any other party has conducted an
independent review of the information or verified the accuracy of the contents of the relevant information.

144
GOVERNMENT REGULATIONS

Our operations are significantly affected by a variety of Singapore and international laws and
regulations governing worker health and safety and the manning, construction and operation of
vessels. Domestic and international regulators have established safety criteria and are authorised
to investigate vessel accidents and recommend improved safety standards. They also regulate
and enforce various aspects of marine offshore vessel operations, including classification,
certification, routes, dry docking intervals, manning requirements, tonnage requirements and
restrictions, hull and shafting requirements and vessel documentation.

During the ordinary course of business, our operations are subject to a wide variety of
environmental laws and regulations, including those which regulate the discharge of materials into
the environment, or otherwise relating to the protection of the environment.

In various countries in which we operate, specifically, Indonesia, Mexico and Malaysia, vessel
trade or marine transportation between two ports or places within a country, is subject to rules
known as cabotage laws, which regulate maritime cabotage or coasting trade. Cabotage laws
restrict maritime cabotage to domestic flag vessels qualified to engage in the coasting trade of that
country. There are similar laws in many of the countries in which we operate, which currently
restrict our ability to operate in those countries. Such laws also require vessels engaged in marine
transportation between two points in those countries to be owned and controlled by citizens,
manned by local crew, or locally built. For the years ended December 31, 2011, 2012 and 2013,
the profit contribution attributable to our Companys joint ventures (1) in Mexico and Indonesia to
our Groups net profit is as follows:

Percentage of Profit Contribution to Group Net Profit


Year ended December 31,
2011 2012 2013

Indonesia . . . . . . . . . . . . . . . . . . . . 0.3% 2.6%


Mexico . . . . . . . . . . . . . . . . . . . . . . (14.5)% (7.2)%

Note:

(1) Our Company does not have any joint ventures in Malaysia.

In addition, apart from our joint ventures, our Group also earns revenue from the charters of our
vessels which are deployed in Indonesia, Mexico and Malaysia. For the years ended December
31, 2011, 2012 and 2013, the revenue attributable to our Groups operations in Indonesia, Mexico
and Malaysia to our Groups revenue is as follows:

Percentage of Revenue to Group Revenue


Year ended December 31,
2011 2012 2013

Indonesia . . . . . . . . . . . . . . . . . . . . 0.9% 1.2% 2.8%


Mexico . . . . . . . . . . . . . . . . . . . . . . 1.0% 1.8% 1.6%
Malaysia . . . . . . . . . . . . . . . . . . . . . 6.4% 11.3% 18.1%

As at the Latest Practicable Date, to the best of our Directors knowledge, we have obtained all
requisite approvals and are in compliance with all international conventions and laws and
regulations that would materially affect our business operations.

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The international conventions and laws and regulations of the various jurisdictions which are
material to the business of our Group are set out below:

International Conventions

International Conventions Description

International Convention for the MARPOL was designed to minimise pollution of the
Prevention of Pollution from Ships, 1973 seas, including dumping, oil and exhaust pollution. Its
as modified by the Protocols of 1978 and stated object is to preserve the marine environment
1997 (MARPOL) through the complete elimination of pollution by oil
and other harmful substances and the minimisation of
accidental discharge of such substances.

International Convention for the Safety of SOLAS is an international convention protecting the
Life at Sea (SOLAS) safety of merchant ships in the world.

International Convention on Load Lines The ICLL sets out the limits on the draught to which a
(ICLL) ship may be safely loaded, taking into account the
potential hazards present in different zones and
different seasons, in order to ensure adequate
stability and avoid excessive stress on the ship as a
result of overloading.

International Convention on Standards of The STCW sets qualification standards for masters,
Training, Certification and Watchkeeping officers and watch personnel on seagoing merchant
for Seafarers (STCW) ships.

International Labour Organization Maritime The ILO MLC 2006 is an international labour
Labour Convention 2006 (the ILO MLC convention which establishes minimum working and
2006) living standards for all seafarers working on ships
flying the flags of ratifying countries, including
aspects such as:

minimum working age;

seafarers employment agreements;

hours of work or rest;

payment of wages;

paid annual leave;

repatriation at the end of contract;

on-board medical care;

the use of licensed private recruitment and


placement services;

accommodation, food and catering;

health and safety protection and accident


prevention; and

seafarers complaint handling.

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International Conventions Description

International Safety Management Code The ISM Code 2010 provides an international
2010 (the ISM Code 2010) standard for the safe management and operation of
ships and for pollution prevention:

to ensure safety at sea;

to prevent human injury or loss of life; and

to avoid damage to the environment, in


particular, to the marine environment and to
property.

International Ship and Port Facility The ISPS Code is a comprehensive set of measures
Security Code (the ISPS Code) to enhance the security of ships and port facilities,
developed in response to the perceived threats to
ships and port facilities in the wake of the 9/11
attacks in the United States. The purpose of the ISPS
Code is to provide a standardised, consistent
framework for evaluating risk, enabling Governments
to offset changes in threat with changes in
vulnerability for ships and port facilities through
determination of appropriate security levels and
corresponding security measures.

Singapore

Merchant Shipping Act, Chapter 179 of Singapore (the MSA)

The MSA covers, inter alia, the registration of ships in Singapore, manning and crew matters as
well as safety issues.

The provisions of the MSA relating to the Singapore registry set out, amongst others, conditions
for registration of ships, transfer of ships and alteration of ships. A ship means any kind of vessel
used in navigation by water, however propelled or moved and includes a barge and an off-shore
industry mobile unit.

The provisions of the MSA relating to manning and certification apply to every Singapore ship and
to any ship that enters or leaves any port in Singapore, save for any ship employed exclusively
in the fishing industry, any pleasure craft, any harbour craft and any ship which is not propelled
by mechanical means (the Exempted Vessels). In particular, subject to any exemption, if a ship
goes to sea or attempts to go to sea without carrying such prescribed number of officers, doctors
and other seamen as it is required to carry, the owner or the master of the ship shall be guilty of
an offence.

Unless extended to foreign ships in prescribed circumstances, the provisions of the MSA relating
to crew matters apply to Singapore ships, save for Exempted Vessels. Such provisions extend to
crew matters such as crew agreements, engagement and discharge of seamen, seamens wages,
provisions and water, medical stores and medical treatment on board ship.

The provisions of the MSA relating to survey and safety, unless otherwise provided, apply to all
Singapore ships wherever they may be and to all ships in Singapore except harbour craft. Such
provisions govern survey and safety matters such as prohibition on going to sea without
certificates, duty of ship to assist others in case of collision, and obligation of shipowner to crew
with respect to reasonable efforts to secure seaworthiness.

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Maritime and Port Authority of Singapore Act, Chapter 170A of Singapore (the MPASA)

The MPASA provides that no person shall provide any marine service or facility or any port service
or facility, unless he is authorised to do so by a public licence or an exemption granted by the MPA.
The MPASA also provides that it shall be the duty of a public licensee to provide reliable, efficient
and economical marine services and facilities or port services and facilities, as the case may be,
to the public in accordance with the conditions of the public licence granted to it and the directions
of the MPA. Under the MPASA, marine services and facilities mean the towage and pilotage of
vessels and the supply of water to vessels, while port services or facilities mean port terminal
services and facilities for the handling, storage and transportation of goods on land adjoining the
foreshore of Singapore and for the handling of passengers carried by vessels.

Our subsidiary, POSH Semco, has been granted a public licence by the MPA for the provision of
towage services to vessels within the limits of the port and the approaches to the port for a period
of 10 years with effect from November 2013. POSH Semco, being the public licensee, is required
to obtain the written approval of the MPA before effecting, carrying out or permitting any dealing,
transaction or scheme which will result in any change in, or acquisition of, effective control of the
public licensee. Effective control means the holding of shares which carry the right to exercise, or
control the exercise of not less than 25.0% of the votes attached to the voting shares of the public
licensee. We have made an application to the MPA for its written approval for KSLs acquisition of
our Shares which are held by PCL, which acquisition is conditional upon, amongst others, the
written approval of the MPA. As at the Latest Practicable Date, we have not received the MPAs
written approval for such acquisition. Following our Listing, we are also required to monitor any
transfer of Shares which results in a change in effective control of the public licensee and notify
the MPA of such a change. In the event the public licensee fails to comply with its obligations
under the public licence, the MPA may cancel or suspend the licence, or impose a fine in such
amount as it thinks fit. In the event that there is a transfer of Shares which results in a change in
effective control of the public licensee after our Listing, there is no assurance that the MPA would
approve such transfer and that our licence would not be cancelled or suspended or that we would
not be subject to a fine.

Prevention of Pollution of the Sea Act, Chapter 243 of Singapore (the PPSA)

Our vessels are subject to the PPSA. The PPSA aims to prevent sea pollution, whether originating
from land or from ships. The PPSA also gives the MPA the power to take preventive measures to
prevent pollution, including denying entry or detaining ships.

In particular, the PPSA provides that subject to the provisions of the PPSA, if any disposal or
discharge of refuse, garbage, waste matter, trade effluent, plastics or marine pollutant in
packaged form occurs from any ship into Singapore, the master, the owner and the agent of the
ship shall each be guilty of an offence. The PPSA further provides that if any refuse, garbage,
waste matter, plastics, marine pollutant in packaged form or trade effluent is discharged from any
ship into Singapore waters, the owner of the ship shall be liable to pay for the costs of any
measure reasonably taken by the appointed authority after the discharge for the purpose of
removing it and for preventing or reducing any damage caused in Singapore by contamination
resulting from the discharge.

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Merchant Shipping (Civil Liability and Compensation for Oil Pollution) Act, Chapter 180 of
Singapore (the CLCA)

Our vessels are subject to the CLCA which covers the liability of ships that caused oil pollution in
Singapore.

The CLCA provides, inter alia, that where any oil is discharged or escapes from, inter alia, a ship
constructed or adapted for carrying oil bulk as cargo, the owner of the ship shall, except as
otherwise provided by the CLCA, be liable for any damage caused outside the ship in the territory
of Singapore by contamination resulting from the discharge or escape, for the cost of any
measures reasonably taken after the discharge or escape for the purpose of preventing or
reducing any damage caused in the territory of Singapore by contamination resulting from the
discharge or escape, and for any damage caused in the territory of Singapore by any measures
so taken.

Indonesia

Licences

In order to engage in domestic and international sea transportation tramp for goods in Indonesia,
a company is required to obtain a Sea Transportation Company Business Licence Certificate
(SIUPAL) issued by the Ministry of Transportation as required by Decree of Minister of
Transportation Number KM.33.Year 2001 concerning the Implementation and Development of Sea
Transportation. The SIUPAL has no expiry date and shall be valid continuously so long as the
relevant company is still engaged in such business field activities.

Foreign Shareholding

According to Presidential Regulation Number 36 Year 2010 concerning the List of Business Fields
Closed to Investment and Business Fields Open, with Conditions, to Investment (Negative List),
the business field of domestic and international sea transportation tramp for goods in Indonesia
is open to foreign investors, as long as certain conditions are fulfilled. The maximum portion of
foreign shares permissible in the relevant company is 49%, whereas the remaining 51% must be
owned by an Indonesian shareholder.

The process of establishing a Foreign Investment (Penanaman Modal Asing or PMA) Company
begins with the application for an Investment Principle Licence from the Investment Coordinating
Board (Badan Koordinasi Penanaman Modal) by submitting the investment plan of the foreign
investors. After obtaining the Investment Principle Licence, the Articles of Association of the PMA
Company shall be drafted and incorporated into the deed of establishment of the PMA Company
(the Deed of Establishment) which shall then be executed before a notary. The Deed of
Establishment shall then be submitted to the Minister of Law and Human Rights (MOLHR) for
approval. At the same time a Letter of Domicile from the Provincial Government and a Tax Payers
Number shall be processed. The PMA Company shall obtain the status of a legal entity on the
approval date of the MOLHR. Thereafter, the PMA Company must be registered in the Company
Registry Office.

Since Article 5 of Law Number 25 Year 2007 concerning Investment (Investment Law) requires
that a PMA Company must be in the form of a limited liability company under Indonesian laws, the
provisions of Company Law of Indonesia shall also be applicable to a PMA Company. As with the
local shareholder of a limited liability company under the Company Law of Indonesia, a foreign
investor in a PMA Company shall only be liable up to the extent of the shares it owns in the
company.

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Use of Vessels

Under Law No. 17 Year 2008 regarding Maritime (the Maritime Law), together with its
implementing regulations, vessels must be Indonesian flagged and have Indonesian crews in
order to operate them in Indonesian waters, in the domestic sea transportation tramp for goods.
Such requirements imposed on shipping companies are intended for the implementation of the
cabotage principle to protect national sovereignty and to promote national shipping companies in
Indonesia.

Environmental

Law Number 32 Year 2009 regarding Environmental Protection and Management requires every
person to preserve the environmental functions and to control environmental pollutions and/or
damages. Moreover, the Maritime Law requires every crew member of a vessel to take preventive
measures against and to manage environmental pollution by the vessel. Further provisions on
these laws are specifically regulated in their implementing regulations.

Health and Safety

The Maritime Law provides that every crew member of vessel is entitled to welfare, including
health care and treatment and work accident insurance benefits. Such health and safety benefits
shall be stated in the employment agreement between a crew member and his/her employer, in
accordance with the prevailing laws and regulations.

Malaysia

Merchant Shipping Ordinance 1952

It is compulsory for all Malaysian ships to be registered pursuant to the Merchant Shipping
Ordinance 1952 (the Ordinance). Pursuant to section 66b of the Ordinance, if vessels are
owned by a corporation which is incorporated in Malaysia, has an office in Malaysia and the
majority shareholding of the corporation are not held by Malaysian citizens, these vessels must be
registered with the Malaysia International Ship Registry which is based in Labuan.

On January 1, 1980, a cabotage policy was implemented in Malaysia which reserves the domestic
shipping to Malaysian-owned companies and Malaysian flagged ships. Pursuant to the said policy,
the Ordinance was amended and under the amended Ordinance, the Domestic Shipping
Licencing Board (DSLB) was established to regulate and control the issuance of ship licences
for companies engaged in domestic shipping in Malaysia. As such, if any person decides to
engage in domestic shipping in Malaysia, such person will first have to obtain the relevant licences
from DSLB. As at the Latest Practicable Date, one of our vessels flagged in Malaysia is engaged
in domestic shipping in Malaysia, for which a licence has been obtained by our ship manager, on
our behalf, for a term equivalent to the period of the relevant charter, being January 2014 to
August 2014.

All Malaysian ships must adhere to certain safety regulations under the Ordinance before
proceeding to sea on an international voyage from a port in Malaysia. This is to ensure that the
vessel is fully equipped with items (including a radio) that have complied with the safety
regulations and are qualified as safe and in proper condition for usage at sea. The owner of the
vessel would have to apply to the Surveyor-General of Ships for the relevant certificates of the
same.

A charterer or an operator of a vessel who steers a vessel at sea has to ensure that there is no
discharge of oil or harmful substances in any part of Malaysian waters, the Malaysian coast or the
Malaysian reef.

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Labuan Financial Services and Securities Act 2010

The leasing business in Labuan means the business of letting or sub-letting property on hire for
the purpose of the use of such property by the hirer regardless whether the letting is with or
without an option to purchase the property, including charters of ships. With the exception to the
transportation of passengers or cargo by sea or the letting out on charter of ships on a voyage or
time charter basis, Labuan leasing companies are allowed to carry on leasing of ships on a
bareboat basis.

All Labuan leasing companies are regulated under Section 86 of the Labuan Financial Services
and Securities Act 2010. Labuan leasing companies are deemed as Labuan trading companies
under the Labuan Business Activity Tax Act 1990 and as such, all Labuan leasing companies have
a yearly election of either paying a flat tax rate of RM20,000 per annum or be chargeable for tax
at the rate of 3% of the chargeable net audited profits.

Our subsidiaries in Malaysia, Labrador Shipping Corporation and Newfoundland Shipping


Corporation, have been granted approvals by the Labuan Financial Services Authority in 2013 to
carry on leasing business and to conduct leasing transactions with POSH Semco with respect to
our vessels flagged in Malaysia. The relevant letters of approval do not stipulate the validity period
or the expiration of the licences.

Merchant Shipping (Oil Pollution) Act 1994

If there is a discharge of oil or harmful substances in any part of Malaysian waters, the Malaysian
coast or the Malaysian reef, the liability will extend beyond the charterer or operator of a vessel
to include the registered owner of the vessel at the time of the incident. In the event of bunker oil
pollution, the registered owner, bareboat charterer, manager and operator of the ship shall also be
held liable for any pollution caused by the ship as a result of the incident in any area in Malaysia.

Mexico

In Mexico, there are certain requirements that we have to comply with in order to register and
operate vessels. Some of the laws and regulations which are material to the business of our Group
in Mexico are set out below.

Shipping Regulations and Licences

The maritime authority in Mexico is the Ministry of Communications and Transportation (SCT),
acting through the General Office of Ports and the Merchant Marine and Harbor Masters. Mexican
individuals or entities may flag Mexican vessels owned by them or in their possession under a
financial lease agreement either made with a Mexican or an authorised foreign financial leasing
company.

The requirements to be a Mexican ship-owner include the following:

(a) be a Mexican citizen or a company formed under Mexican law;

(b) have a domicile in Mexico;

(c) be registered in the Mexican Shipping Registry; and

(d) own or possess one or more vessels of at least 500 registered tonnes.

Article 8 (VI) of the Maritime Commercial Law of Mexico provides that the SCT may issue, revoke
or suspend licences and maritime authorisations to provide services by water.

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In addition, Article 42 of the Maritime Commercial Law of Mexico provides that Mexican and
foreign shipowners may use vessels for inland and coastal navigation, subject to the following
provisions:

(i) services where permission from the SCT is required:

(A) passenger and cruise ships;

(B) nautical tourism, using small Mexican or foreign boats for sports and recreation;

(C) safety, rescue and aids to navigation;

(D) barging, maneuvering and lightering in port, except when they are provided under a
contract with the port authority, in according with the Ports Law of Mexico;

(E) dredging, by foreign vessels; and

(F) foreign vessels providing coastal services, although no such permit can be obtained if
there are Mexican vessels that can provide the same service.

(ii) services where permission from the SCT is not required:

(A) cargo and towing;

(B) fishing, except in cases of foreign vessels in accordance with the provisions of the
Maritime Commercial Law of Mexico and its regulations, and international treaties;

(C) dredging by Mexican vessels; and

(D) the use of specialised vessels in civil engineering, naval construction and port
infrastructure as well as those dedicated to assisting in the work of exploration,
extraction and exploitation of hydrocarbons, subject to compliance with the provisions
established in environmental laws and administrative contracts with the government.

The fact that no permit is required from the SCT does not exempt vessels dedicated to services
referred in sub-paragraph (ii) above to comply with the provisions that apply. The SCT is
empowered to verify compliance with such standards.

The requirement to obtain a permit for the provision of services in accordance with the provisions
of Article 42 of the Maritime Commercial Law of Mexico, or the absence of such requirement, does
not prejudice the need for a temporary coastal navigation permit or the need to obtain the Mexican
flagging of the vessel.

With regard to foreign vessels, there are two types of navigation permits the SCT grants through
the General Office of Ports and the Merchant Marine and Harbor Masters.

These encompass the following:

(I) permits for the provision of services on inland waterways or coastal navigation, including:

(A) permits to provide passenger services or inland or coastal navigation;

(B) permits to provide tourist cruise services in coastal waters;

152
(C) permits to provide nautical tourism services, with smaller vessels for pleasure or sports;
and

(D) permits to provide security services, rescue and assistance to navigation.

(II) temporary permits for inland navigation and coastal navigation, including those for:

(A) fishing vessels;

(B) oil vessels, gas, chemical tankers and passage; and

(C) other vessels.

The type of navigation and the activity to be carried out will be taken into account by the SCT.

Investment Regulations and Licences

In accordance with the Foreign Investment Law of Mexico, foreign investors may, as a general
rule, invest in Mexico without any prior authorisation or restriction, except as specifically provided
in the Foreign Investment Law of Mexico. Specifically, the law establishes that foreign investors
may do the following:

(i) hold any proportion of the capital stock of Mexican companies, depending on the type of
business the company is to carry out as some businesses are restricted;

(ii) acquire fixed assets;

(iii) participate in new fields of business or manufacture new product lines; and

(iv) open, operate, expand, and relocate existing establishments, except in the cases prescribed
under the Foreign Investment Law of Mexico as further described below.

In general, the Foreign Investment Law of Mexico stipulates certain restrictions on foreign
investment participation limits, including:

(a) Category 3 activities in which foreign investment is limited to 49.0%:

(A) fresh water, coastal, and exclusive economic zone fishing, not including fisheries;

(B) port administration;

(C) port pilot services for inland navigation under the terms of the law governing this
activity;

(D) shipping companies engaged in using of ships for inland and coastal navigation,
excluding tourism cruises and marine dredging and devices for port construction,
conservation and operation;

(E) supply of fuel and lubricants for ships, airplanes, and railway equipment; and

(F) telecommunications concessionaire companies as provided by Articles 11 and 12 of the


Federal Telecommunications Law of Mexico.

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Foreign investment participation limits in the activities and companies mentioned above may
not be exceeded directly or through trusts, contracts, partnerships or by-law agreements,
pyramiding schemes, or other mechanisms granting any control or higher participation in
excess of the established limit.

(b) Category 4 activities requiring permission to have more than 49.0% foreign participation:

(A) port services allowing ships to conduct inland navigation operations, such as towing,
mooring and barging;

(B) shipping companies engaged in using ships solely on the high-seas; and

(C) companies holding concessions or permits for air fields for public service.

(c) Category 5 a favorable resolution from the Foreign Investment Commission (the
Commission) is required for foreign investment holding, directly or indirectly, a percentage
higher than 49.0% of the capital stock of Mexican companies when the aggregate value of
the assets of such companies at the date of acquisition exceeds the amount determined
annually by the Commission.

The maximum foreign holding of the capital stock of Mexican shipping companies engaged in
coastal trade and navigation in internal waters is 49.0%. Mexican shipping companies with foreign
capital may engage in international navigation or provide port services, such as towage launching,
and line handling, within a Mexican port, and may exceed the 49.0% foreign participation limit with
a favorable resolution of the Commission.

Federal Act to Prevent and Identify Illegally Funded Transactions

As part of recent amendments to the Mexican Legal System, President Enrique Pea Nieto
launched the Federal Act to Prevent and Identify Illegally Funded Transactions (Federal Act): (i)
on October 17, 2012, the law was published in the Federal Official Gazette, (ii) on July 17, 2013,
the law became in full force and effect and (iii) October 1, 2013 marks the commencement of the
obligation to file the electronic notices according to the Article 17 Section VIII.

The purpose of the Federal Act is to track and investigate activities and transactions involving
resources illegally obtained and to impose obligations to Mexican companies engaged in activities
or actions that may be vulnerable to money laundering including providing periodic electronic
reports to Mexican authorities. Such companies are those that are engaged in certain vulnerable
activities (as defined in Articles 8 and 17 of the said legislation) including the marketing and
distribution of new or used vehicles, aircraft or vessels, either regularly or professionally. Under
Article 75 of the Mexican Commercial Code, Paragraph XV, the act of marketing embodies any
contracts related to maritime commerce and internal and external navigation.

A specialised unit for financial analysis has been created to investigate transactions carried out
with illegally obtained resources.

Companies caught by the Federal Act must inter alia:

(a) Identify customers/clients/users (customers) by securing official documents, and obtain a


copy of such documents. These are: (i) identification of the legal representatives of the
company, (ii) Federal Tax Payer of the company, (iii) type of vessels owned by the company,
(iv) Public Deed of incorporation of the company, (v) maritime folio of the vessels, (vi) flag of
the vessels, (vii) registration number of the vessels, (viii) date of the monthly payments of the
charter hire, (ix) the amount of the charter hire and (x) copies of the bareboat charter
agreements. Such information is to be provided to the Mexican authorities in the form of

154
electronic reports on the 17th day of each month following the charter hire. The penalties that
may be imposed are: (i) fines from 13,458.00 Mexican Pesos (200 times the general
minimum wage applicable in the Federal District) to 4,373,850.00 Mexican Pesos (2000
times the general minimum wage applicable in the Federal District) for, inter alia, not filing
the electronic reports in a timely manner or for the non inclusion of the relevant information
in such reports pursuant to Article 18 of the Federal Act; or (ii) 10 per cent. of the value of
the charter agreement for not filing the electronic reports pursuant to Article 17 of the Federal
Act. In accordance with Article 55 of the Federal Act, the Mexican authorities shall refrain
from punishing a first-time offender, provided that the offender rectifies the breach
immediately.

(b) Whenever a business relationship is established that is a relationship between the party
engaged in a vulnerable activity and a customer, except for activities or transactions carried
out occasionally, the provider must request information on the customers activities or
businesses. For such purpose, the provider must use the same information contained in the
notices of registration and updating of activities filed with the Federal Taxpayer Registry.

(c) Require the customer to disclose whether the beneficial owner (that is, the ultimate
beneficiary) is known to the customer and, if so, the official documents that identify the
beneficial owner.

(d) Keep, protect, safeguard and avoid the destruction or hiding of supporting information and
documentation, as well as information that identifies the customer, and keep the information,
either in printed or electronic form, for five years.

(e) File reports with the Treasury Department not later than the 17th day of the month following
the month in which the transaction takes place. Reports must contain the general data of: (i)
the party carrying out a vulnerable activity, (ii) the customer or the user or controlling
beneficiary, as well as information on their activities or occupation, and a general description
of the reported vulnerable activity.

The Federal Act provides that reports should be submitted to the Treasury Department, but
may also be filed through a special-purpose entity, called under the Federal Act a collegiate
entity, such as a chamber, association or other entity, subject to various requirements.

(f) Designate for communication with the Treasury Department an authorised representative for
complying with the obligations set forth in the Federal Act.

(g) Refrain from carrying out transactions with customers who refuse to provide the information
and documentation required to comply with the Federal Act.

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MANAGEMENT

The following chart shows our management reporting structure at the Latest Practicable Date.

Board of Directors

Chief Executive Officer


Seow Kang Hoe, Gerald

Divisional Divisional Divisional Divisional Chief Financial


General Manager
Director Director Director Director Officer
Christopher
Lee Keng Lin Chai Ulva Ng Eng Khin Sim Hee Ping Yeoh Seng
Richards
Huat, Geoffrey*

Offshore Transportation
Offshore Supply Financial
Group HSEQA Accommodation and Installation Fleet Services
Vessels Accounting
(Shallow water) (Deepwater)

Offshore Transportation Management


Accommodation and Installation Fleet HSEQA
Accounts
(Deepwater) (Shallow water)

Harbour Services
and Emergency
Response

Note:

* In addition to reporting directly to our Chief Executive Officer, our Chief Financial Officer also reports to our Audit
Committee.

Directors

Our Board of Directors is responsible to stakeholders, including shareholders, for the long-term
success and financial soundness of our Group. Our Board of Directors has the responsibility to
approve and oversee the implementation of our Groups overall business strategy, establish and
communicate corporate culture and values and establish conflicts of interest policies and a strong
corporate governance environment. Our Chief Executive Officer has been appointed with the key
role of directing, managing and operating the business of our Group. Our Chief Executive Officer
reports directly to our Board of Directors and is responsible and accountable to our Board of
Directors for the business performance of our Group.

The following table sets forth information regarding our Directors:

Date of
Appointment as
Name Age Address Position Director
Kuok Khoon Ean 58 1 Kim Seng Promenade, Chairman and July 18, 2013
#07-02 Non-Executive
Great World City Director
Singapore 237994
Seow Kang Hoe, 60 1 Kim Seng Promenade, Chief March 7, 2006
Gerald #07-02 Executive
Great World City Officer and
Singapore 237994 Executive
Director

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Date of
Appointment as
Name Age Address Position Director
Wu Long Peng 60 1 Kim Seng Promenade, Non-Executive January 28, 2008
#07-02 Director
Great World City
Singapore 237994
Teo Joo Kim 73 1 Kim Seng Promenade, Non-Executive January 28, 2008
#07-02 Director
Great World City
Singapore 237994
Ahmad Sufian @ 64 1 Kim Seng Promenade, Independent January 9, 2009
Qurnain Bin Abdul #07-02 Director
Rashid Great World City
Singapore 237994
Ma Kah Woh 66 1 Kim Seng Promenade, Independent September 1, 2013
#07-02 Director
Great World City
Singapore 237994
Jude Philomen 56 1 Kim Seng Promenade, Lead September 1, 2013
Benny #07-02 Independent
Great World City Director
Singapore 237994
Wee Joo Yeow 66 1 Kim Seng Promenade, Independent December 19, 2013
#07-02 Director
Great World City
Singapore 237994

Certain information on the business and working experience of our Directors is set out below:

Mr. Kuok Khoon Ean is our Chairman and Non-Executive Director.

Mr. Kuok has been with the Kuok Group since 1978 and is currently the chairman of KSL and the
managing director of Kerry Holdings Limited and a non-executive director of Shangri-La Asia
Limited, Shangri-La Hotel Public Company Limited and Wilmar International Limited. He currently
also serves as an independent non-executive director on the boards of Bank of East Asia Limited
and IHH Healthcare Berhad.

He obtained a Bachelor of Arts (Honours) in Economics from University of Nottingham in United


Kingdom.

Mr. Seow Kang Hoe, Gerald is our Chief Executive Officer and Executive Director.

Mr. Seow is responsible for leading the development and execution of our overall business
strategy, with a view to create shareholder value. He is also responsible for day-to-day
management decisions and implementation of our long-term and short-term plans. Mr. Seow is
also currently an executive director of PCL and certain subsidiaries of PCL and KSL. Mr. Seow has
more than 40 years of experience in the shipping industry (including 15 years of sea-going
experience and more than 20 years of senior management experience).

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He first began his career at Neptune Orient Lines Limited (NOL) in 1971 and he remained with
the NOL group until 1996. From 1986 to 1996, he came ashore and served in various senior
management positions within the NOL group in Singapore and the United States of America.

In 1996, he joined PCL as Senior Manager, Projects & Business Development. Since then, Mr.
Seow was instrumental in developing the liner shipping business (under PACC Container Line Pte
Ltd commencing in 1997), the offshore marine services business (under our Company since 2006)
and the shipbuilding business for PCL and KSL. He was a director of these companies upon their
formation. Mr. Seow subsequently became a director of PCL in 2001.

Mr Seow holds a Certificate of Competency as Master of a Foreign-Going Ship from the Ministry
of Transport of New Zealand and a Degree of Master of Science in Shipping, Trade and Finance
from The City University of London.

Mr. Wu Long Peng is our Non-Executive Director.

Mr. Wu is currently an executive director of KSL, PCL and MBC (a company listed on Bursa
Malaysia). Mr. Wu has more than 30 years of experience in finance. He has been a director of KSL
since 1995. He was previously a financial controller of KSL from 1988 to 1995 and a finance
manager of KSL from 1983 to 1988. From 1980 to 1983, he was an accountant of PCL.

He graduated from and is a member of the Association of Chartered Certified Accountants


(formerly known as The Association of Certified Accountants), United Kingdom and the Institute of
Singapore Chartered Accountants (formerly known as Institute of Certified Public Accountants of
Singapore and Singapore Society of Accountants).

Mr. Teo Joo Kim is our Non-Executive Director.

Mr. Teo has over 30 years of experience in the commodity and shipping industry. He joined KSL
in 1962 and has been a director of KSL since 1972. He was also the chairman of KSL from 1983
to 2013. He was a director of PCL from 1977 to 1992 and became the chairman of PCL in 1993.
He is also currently an executive director of MBC which is listed on Bursa Malaysia.

He graduated from the Institute of Chartered Secretaries and Administrators and the Association
of Chartered Certified Accountants (formerly known as The Association of Certified Accountants)
in United Kingdom.

Mr. Ahmad Sufian @ Qurnain Bin Abdul Rashid is our Independent Director.

Mr. Ahmad Sufian has more than 40 years of experience in the shipping industry. He was the
chairman of Global Maritime Ventures from 1996 to 2003, country manager of American President
Lines from 1989 to 1995, director/general manager of Perbadanan Nasional Shipping Line from
1982 to 1989 and manager of Malaysian International Shipping Corporation from 1977 to 1982. He
is currently also the independent non-executive chairman of MBC, GD Express Carrier Berhad
and WCT Holdings Berhad and an independent non-executive director of PPB, each of which is
listed on Bursa Malaysia.

He obtained a Certificate of Competency as Master of a Foreign-Going Ship in United Kingdom


in 1975 and attended the Advanced Management Program at Harvard Business School in 1993.
He is a Fellow of the Chartered Institute of Logistics and Transport.

Notwithstanding the directorships of Mr. Ahmad Sufian, our Nominating Committee (save for Mr.
Ahmad Sufian) believes that Mr. Ahmad Sufian is able to devote sufficient time to discharge his
duties as our Independent Director. In this regard, our Nominating Committee (save for Mr. Ahmad
Sufian) has discussed with Mr. Ahmad Sufian on the frequency of the meetings of our Board of

158
Directors, as well as the meetings of our Board committees of which Mr. Ahmad Sufian is a
member. Mr. Ahmad Sufian is fully aware of the commitment required of him in his role as our
Independent Director. Mr. Ahmad Sufian has also confirmed that he is able to devote sufficient
time to discharge his duties as our Independent Director. In addition, our Nominating Committee
(save for Mr. Ahmad Sufian) values the contribution of corporate experience from Mr. Ahmad
Sufian. For the reasons set out above, our Nominating Committee (save for Mr. Ahmad Sufian) is
of the opinion that Mr. Ahmad Sufian will be able to devote sufficient time to discharge his duties
as our Independent Director.

Mr. Ma Kah Woh is our Independent Director.

Mr. Ma was a senior partner of KPMG Singapore until his retirement in 2003. He was in charge
of the firms Audit & Risk Advisory Practice and the firms Risk Management function. Upon his
retirement from KPMG Singapore, Mr. Ma acted as consultant with the KPMG Asia Pacific
Regional Office for a period of two years, assisting the Asia Pacific Risk Management Partner in
risk management matters in the Asia Pacific Region.

Mr. Ma currently holds appointments on the board of directors of Mapletree Logistics Trust
Management Ltd. (the manager of Mapletree Logistics Trust, a real estate investment trust listed
on the SGX-ST), Mapletree Investments Pte Ltd, Keppel Infrastructure Fund Management Pte.
Ltd. (the trustee-manager of K-Green Trust, a business trust listed on the SGX-ST), CapitaLand
China Development Fund Pte. Ltd., CapitaLand China Development Fund II Limited and Nucleus
Connect Pte. Ltd. He is also a board member of the National Heritage Board and NRF Holdings
Pte. Ltd., and a trustee on the board of trustees of the National University of Singapore.

Mr. Ma is a Fellow of the Institute of Chartered Accountants in England & Wales as well as a
member of the Institute of Singapore Chartered Accountants.

Mr. Jude Philomen Benny is our Lead Independent Director.

As our Lead Independent Director, Mr. Bennys scope of work will include being available to
Shareholders where they have concerns and for which contact through the normal channels of our
Chairman, our Chief Executive Officer or our Chief Financial Officer has failed to resolve or is
inappropriate.

Mr. Benny is currently a partner at Joseph Tan Jude Benny LLP and has been a lawyer in private
practice with the same firm for more than 20 years since 1988. Mr. Benny is also currently a
director of the MPA and an independent director of BW LPG Limited, listed on the Oslo Stock
Exchange, and was formerly a director of Singapore Maritime Foundation from 2004 to 2011.

Mr. Benny holds a Bachelor of Laws (Honours) from the London University. In recognition of his
public service in Singapore, he was conferred the Public Service Medal in 2013.

Mr. Wee Joo Yeow is our Independent Director.

Mr. Wee was the Managing Director and Head, Corporate Banking Singapore of the United
Overseas Bank (UOB) until his recent retirement. Mr. Wee has more than 30 years of corporate
banking experience. He joined UOB in 2002. Prior to that, Mr. Wee was with Overseas Union Bank
from 1981 to 2001 and was last appointed as the Executive Vice President and Head of Marketing,
Sales, Credit and Origination in Corporate Banking of Overseas Union Bank before its merger into
UOB.

159
Mr. Wee is also currently an independent director of Oversea-Chinese Banking Corporation
Limited and Frasers Centrepoint Limited (each a company listed on the SGX-ST) and Mapletree
Industrial Trust Management Ltd. (the manager of Mapletree Industrial Trust, a real estate
investment trust listed on the SGX-ST).

Mr. Wee graduated from the University of Singapore with a Bachelor of Business Administration
(Honours) degree and New York University with a Master of Business Administration.

Expertise of our Board of Directors

As evidenced by their respective business and working experience set out above, our Directors
possess the appropriate expertise to act as directors of our Company. In accordance with the
requirements under the SGX-ST listing rules, we have made arrangements for our Directors to be
briefed on the roles and responsibilities of a director of a public listed company in Singapore.

Independence of our Independent Directors

The Code of Corporate Governance recommends that there should be a strong and independent
element on the board of directors which is able to exercise objective judgment on corporate affairs
independently, in particular, from the management of the company and any person who has an
interest in not less than 10% of the voting shares, excluding treasury shares, in the company (the
10% Shareholder).

Under the Code of Corporate Governance, an independent director is defined as one who has
no relationship with the listed company (the Listco), its related companies, its 10%
Shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the
exercise of the directors independent business judgment with a view to the best interests of the
Listco. Examples of relationships, which deem a director not to be independent, include:

(a) a director being employed by the Listco or any of its related companies for the current or any
of the past three fiscal years;

(b) a director who has an immediate family member who is, or has been in any of the past three
fiscal years, employed by the Listco or any of its related companies and whose remuneration
is determined by the remuneration committee;

(c) a director, or an immediate family member, accepting any significant compensation from the
Listco or any of its related corporations for the provision of services, for the current or
immediate past fiscal year, other than compensation for board service;

(d) a director:

(i) who, in the current or immediate past fiscal year, is or was; or

(ii) whose immediate family member, in the current or immediate past financial year, is or
was,

a 10% Shareholder of, or a partner in (with 10% or more stake), or an executive officer of,
or a director of, any organisation to which the Listco or any of its subsidiaries made, or from
which the Listco or any of its subsidiaries received, significant payments or material services
(which may include auditing, banking, consulting and legal services), in the current or
immediate past fiscal year. As a guide, payments aggregated over any fiscal year in excess
of S$200,000 should generally be deemed significant;

160
(e) a director who is a 10% Shareholder or an immediate family member of a 10% Shareholder
of the Listco; or

(f) a director who is or has been directly associated with a 10% Shareholder of the Listco, in the
current or immediate past fiscal year.

Mr. Ahmad Sufian @ Qurnain Bin Abdul Rashid, our Independent Director, is the independent
non-executive chairman of MBC. He also holds a shareholding interest of 0.1% in MBC as at the
Latest Practicable Date. In addition, Mr. Ahmad Sufian is also an independent non-executive
director of PPB, which the Kuok Group is a major shareholder of, as described in Business Our
Competitive Strengths Strong parentage.

In his role as the independent non-executive chairman of MBC, Mr. Ahmad Sufian contributes his
maritime knowledge and experience to MBC on an independent basis. MBC continues to regard
Mr. Ahmad Sufian as independent. Also, the principal business of MBC does not compete with that
of ours (as the MBC group is a shipping company which owns and operates dry bulk carriers and
product tankers) and there have been no significant interested person transactions between MBC
and us. Please see Interested Person Transactions and Potential Conflicts of Interest Present
and On-going Transactions Provision of Ship Management Services to and by the MBC Group
for further details. In relation to PPB, the principal business of PPB includes, among others, food
manufacturing and property investment and development. The principal business of PPB does not
compete with that of ours. Further, PPB regards Mr. Ahmad Sufian as independent.

Nonetheless, Mr. Ahmad Sufian will not participate in any discussions of our Board of Directors in
relation to any interested person transactions involving MBC, PPB, subsidiaries of MBC and PPB
and associated companies of MBC and PPB (together, the MBC/PPB Group) or any matters that
might give rise to a conflict of interest with the MBC/PPB Group and shall abstain from voting on
any such proposals at any meeting of our Board of Directors.

Taking into consideration the foregoing, our Board of Directors has determined that Mr. Ahmad
Sufians relationship with MBC or PPB would not interfere, or be reasonably perceived to interfere,
with the exercise of his independent business judgment with a view to the best interests of our
Company and our subsidiaries. On the basis of the foregoing, our Board is of the view that Mr.
Ahmad Sufian should be regarded as independent.

Term of Office for our Directors

Our Directors do not have fixed terms of office. Each Director is required to retire from office once
every three years and for this purpose, at each annual general meeting, one-third of the Directors
for the time being (or, if their number is not a multiple of three, the number nearest to but not less
than one-third) is required to retire from office by rotation and will be eligible for re-election at that
annual general meeting (the Directors so to retire being those longest in office).

161
Executive Officers

The following table sets forth information regarding our Executive Officers:

Name Age Address Position


Lee Keng Lin 39 1 Kim Seng Divisional Director (Offshore
Promenade, #07-02 Supply Vessels, Offshore
Great World City Accommodation (Deepwater),
Singapore 237994 Harbour Services and
Emergency Response)
Chai Ulva 39 1 Kim Seng Divisional Director (Offshore
Promenade, #07-02 Accommodation (Shallow water)
Great World City and Transportation and
Singapore 237994 Installation (Shallow water))
Ng Eng Khin 57 1 Kim Seng Divisional Director
Promenade, #07-02 (Transportation and Installation
Great World City (Deepwater))
Singapore 237994
Sim Hee Ping 58 1 Kim Seng Divisional Director (Fleet
Promenade, #07-02 Services and Fleet HSEQA)
Great World City
Singapore 237994
Christopher Richards 58 1 Kim Seng General Manager (Group
Promenade, #07-02 HSEQA)
Great World City
Singapore 237994
Yeoh Seng Huat, 57 1 Kim Seng Chief Financial Officer
Geoffrey Promenade, #07-02
Great World City
Singapore 237994

Certain information on the business and working experience of our Executive Officers is set out
below:

Mr. Lee Keng Lin is our Divisional Director (Offshore Supply Vessels, Offshore Accommodation
(Deepwater), Harbour Services and Emergency Response).

Mr. Lee has more than 10 years of experience in the offshore marine industry. He has been with
our Group for more than five years, having joined our Group in 2007. Mr. Lee was part of the team
that led our acquisition of PSA Marines offshore business in 2007 and has been instrumental in
the development and operations of various joint ventures and new business divisions. Prior to this,
he was employed by PSA Internationals group as its corporate and business development
manager, where he was based in Europe, from 2006 to 2007 and business development manager
where his responsibilities included business development and charters of harbour tugs, and
offshore support vessels, from 2002 to 2005.

Mr. Lee holds a Bachelor of Engineering (First Class Honours) from the National University of
Singapore and is a Chartered Financial Analyst. He was also an Offshore Services Committee
Member of the Singapore Shipping Association from 2011 to 2013.

Mr. Chai Ulva is our Divisional Director (Offshore Accommodation (Shallow water) and
Transportation and Installation (Shallow water)).

162
Mr. Chai has more than 10 years of experience in the offshore marine industry. He was a manager
with PSA Marine Pte Ltd from 2000 to 2006, handling business development and overseas
charters, and served as a director in PSA Marines joint venture company in Fuzhou, China. From
2006 to 2007, Mr. Chai was an assistant general manager of Maritime Pte. Ltd. (now known as
POSH Maritime Pte. Ltd.), involved in PSA Marines offshore business. Since our acquisition of the
business in 2007, Mr. Chai has served our Group as an assistant general manager, a general
manager and a divisional director and has been instrumental in the development of the Offshore
Accommodation (Shallow water) business in our Group.

Mr. Chai holds an Executive Master of Business Administration in Shipping, Offshore & Finance
from the Nanyang Technological University and BI Norwegian Business School.

Mr. Ng Eng Khin is our Divisional Director (Transportation and Installation (Deepwater)).

Mr. Ng has more than 35 years of experience in the offshore marine industry. Mr. Ng was involved
in PSA Marines offshore business prior to our acquisition of the business in 2007. He was a
project superintendent in charge of design, project operation and execution (from 1977 to 1986),
a senior manager (from 1985 to 2001) and a general manager (from 2001 to 2007) specialising
in project management, operation and execution of complex transportation and installation
projects, as well as being responsible for sales, marketing and development. He has been
instrumental in the development of the Transportation and Installation (Deepwater) business of
our Group and is also the President of POSH Terasea Offshore Pte. Ltd.

Mr. Ng holds a Diploma in Sales and Marketing and a Certificate in Sales and Marketing from the
Marketing Institute of Singapore. He also holds a certificate in shipbuilding from the CTSO
Training Centre. Mr. Ng is currently an Ordinary Member of the Marketing Institute of Singapore.

Mr. Sim Hee Ping is our Divisional Director (Fleet Services and Fleet HSEQA).

Mr. Sim has more than 35 years of experience in the shipping industry. Prior to joining our Group
in 2009, he held various positions with NOL from 1977 to 2006. From 1977 to 1987, he was a cadet
engineer and subsequently became a chief engineer in charge of the maintenance of equipment
and machinery on board NOL ships. Between 1987 and 1989, he was seconded to Jurong
Shipyard as a ship repair manager. He was also a technical superintendent from 1989 to 1998 and
a technical director from 1998 to 2006, in charge of managing NOL vessels. From 2006 to 2008,
he was seconded to Neptune Shipmanagement Services Pte Ltd, the ship management arm of
NOL, as the managing director.

Mr. Sim holds a Technician Diploma in Marine Engineering from the Singapore Polytechnic and
has been issued a Certificate of Competency as First Class Engineer (Motorship).

Mr. Christopher Richards is our General Manager, Group HSEQA.

Mr. Richards has more than 40 years of experience in the shipping industry. He has been with our
Group for more than 15 years, having joined in 1996. From 1994 to 1996, Mr. Richards was a
manager, maritime training at the IDESS Maritime Training Centre, Philippines. In 1996, Mr.
Richards joined our Group as manager, marine emergency response. Prior to that, Mr. Richards
was a sea-going officer, navigator and subsequently served as a manager, marine oil spill
response with the British Petroleum from 1972 to 1994.

Mr. Richards holds an Ordinary National Certificate in Nautical Science from the Plymouth School
of Maritime Studies.

Mr. Yeoh Seng Huat, Geoffrey is our Chief Financial Officer, having joined our Group since
November 2013.

163
Mr. Yeoh has more than 20 years of working experience in finance and accounting. From 1980 to
1990, Mr. Yeoh was a vice president at The Chase Manhattan Bank and was involved in corporate
banking, corporate finance and debt syndication with assignments in Singapore, New York, Hong
Kong and Jakarta. Subsequent to that, Mr. Yeoh was the head of corporate banking and corporate
finance at United Overseas Bank from 1991 to 1996 before joining Jasper Investments Limited
(then known as Econ International Limited when it was involved in the business of civil
engineering), a listed company on the SGX-ST, in 1996 where he was an executive director for
finance, overseeing administrative and financial matters from 1996 to 2005. Of late, Mr. Yeoh has
been actively involved in the offshore oil and gas drilling industry in his role as the chief executive
officer and executive director of Jasper Investments Limited from 2006 to 2012. He was previously
an independent director of Swissco Holdings Limited from 2012 to 2013 and is currently an
independent director of ASJ Holdings Limited and Global Testing Corporation Limited, each of
which is listed on the SGX-ST.

Mr. Yeoh graduated from the London School of Economics with a Bachelor of Science in
Economics (First Class Honours) and is a Fellow of the Association of Chartered Certified
Accountants, United Kingdom.

Mr. Yeoh considers himself to be adequately familiar with our business operations, accounting
systems and policies despite being employed by us for less than six months. In addition, Mr. Yeoh
has worked closely with the Independent Auditors in the preparation of the financial statements for
the year ended December 31, 2013, and has provided, verified and substantiated operational
information to the Independent Auditors based on his knowledge of our business operations,
accounting systems and policies. Through such involvement, Mr. Yeoh is not aware of any material
misstatements in our accounting records or of any significant weakness in the controls of our
Group.

In considering the suitability of Mr. Yeoh for his role as our Chief Financial Officer, our Audit
Committee has considered several factors, including his qualifications and experience, the
accounting reporting structure, the team that supports and reports to him and the interactions our
Audit Committee had with Mr. Yeoh. Our Audit Committee noted that Mr. Yeoh has more than 20
years of working experience in finance and accounting. Mr. Yeoh has also demonstrated his
knowledge and experience in accounting and financial reporting. In addition, in the event that Mr.
Yeoh is proposed to be appointed as a director of any other listed company, Mr. Yeoh will first
notify our Board of Directors before such appointment and our Board of Directors will assess the
continuing suitability of Mr. Yeoh as our Chief Financial Officer in light of such additional
directorships. After making all reasonable enquiries, and to the best of its knowledge and belief,
nothing has come to our Audit Committees attention to cause it to believe that Mr. Yeoh does not
have the competence, character and integrity expected of a chief financial officer (or its equivalent
rank) of a listed issuer.

Family Relationship/Arrangement or Understanding

Mr. Kuok Khoon Ean has been appointed to our Board of Directors at the request of KSL. Save
for the foregoing, there are no arrangements or understandings with any person pursuant to which
any of our Directors or Executive Officers were selected nor are there any other family
relationships among any of our Directors, Executive Officers or Substantial Shareholders.

Committees of Our Board of Directors

Our Directors recognise the importance of corporate governance and the offering of high
standards of accountability to our Shareholders. We have five board committees: the Audit
Committee, the Remuneration Committee, the Nominating Committee, the Risk Management
Committee and the Executive Committee.

164
Our Audit Committee

The terms of reference of our Audit Committee provide that it shall comprise Non-Executive
Directors, a majority of whom shall be independent. The members of our Audit Committee as of
the date of this Prospectus comprise our Independent Directors, Mr. Ma Kah Woh, Mr. Wee Joo
Yeow, Mr. Ahmad Sufian @ Qurnain Bin Abdul Rashid and Mr. Jude Philomen Benny. The
Chairman of our Audit Committee is Mr. Ma Kah Woh.

Responsibilities of our Audit Committee include, among others:

assisting our Board of Directors in discharging its statutory responsibilities on financing and
accounting matters;

reviewing financial statements, including announcements of financial results, significant


financial returns to regulators and any financial information contained in certain other
documents;

reviewing the scope and results of the audit and its cost effectiveness, and the independence
and objectivity of the external auditors;

reviewing and reporting to our Board of Directors on the adequacy and effectiveness of our
internal controls, including financial, operational, compliance and information technology
controls, at least annually;

reviewing, with the external auditor, his evaluation of the system of internal accounting
controls;

reviewing the statements to be included in the annual report concerning the adequacy and
effectiveness of the internal controls, including financial, operational, compliance and
information technology controls;

reviewing any interested person transaction as defined in the Listing Manual of a value of up
to US$1,000,000 and approving any interested person transaction as defined in the Listing
Manual of a value exceeding US$1,000,000. Please see the section Interested Person
Transactions and Potential Conflicts of Interests;

monitoring and reviewing the effectiveness of our internal audit function;

appraising and reporting to our Board of Directors on the audits undertaken by the external
auditors and internal auditors, the adequacy of disclosure of information, and the
appropriateness and quality of the system of management and internal controls;

making recommendations to our Board of Directors on the appointment, reappointment and


removal of the external auditor, and approving the remuneration and terms of engagement
of the external auditor;

reviewing any actual or potential conflicts of interest that may involve our Directors as
disclosed by them to our Board. Upon disclosure of an actual or potential conflict of interests
by a Director, our Audit Committee will consider whether a conflict of interests does in fact
exist. A Director who is a member of our Audit Committee will not participate in any
proceedings of our Audit Committee in relation to the review of a conflict of interests relating
to him. The review will include an examination of the nature of the conflict and such relevant
supporting data, as our Audit Committee may deem reasonably necessary;

165
monitor the investments in our customers, suppliers and competitors made by our Directors,
Controlling Shareholders and their respective associates who are involved in the
management of or have shareholding interests in similar or related business of our Company
(to the extent as disclosed by them to our Audit Committee, based on agreed-upon internal
procedures which require annual declarations by such Directors, Controlling Shareholders
and their respective associates, with periodic updates as necessary) and make assessments
on whether there are any potential conflicts of interest;

review on a periodic basis the framework and processes established for the implementation
of the terms of the Non-competition Undertaking (as defined herein) in order to ensure that
such framework and processes remain appropriate; and

review and assess from time to time the prevailing processes put in place to manage any
material conflicts of interest with the KSL Group and consider, where appropriate, additional
measures for the management of such conflicts.

Apart from the duties listed above, our Audit Committee shall review our policy and arrangements
for employees and any other persons to raise concerns, in confidence, about possible wrongdoing
in financial reporting or other matters. Our Audit Committee shall ensure that these arrangements
allow such concerns to be raised, and for proportionate and independent investigation of such
matters to be undertaken and appropriate follow up action to be taken. Our Audit Committee is
also required to discuss matters which may involve any suspected fraud or irregularity, or
suspected infringement of any Singapore laws or regulations or rules of the SGX-ST or any other
regulatory authority in Singapore, which has or is likely to have a material impact on our operating
results or financial position with external auditors and/or such other persons as our Audit
Committee deems fit in its absolute discretion and report such matters to our Board of Directors
at an appropriate time.

Internal Controls

Prior to our application to the SGX-ST for the Listing and as part of the KSL Group, our activities
fall under the internal audit scope of the KSL Group. Please see Interested Person Transactions
and Potential Conflicts of Interest for further details on the internal audit services provided by the
KSL Group. Our activities were reviewed by the internal audit team of the KSL Group as part of
the internal audit cycles of the KSL Group. Such internal audit reports were in turn tabled before
the KSL audit committee. Following the decision to apply to the SGX-ST for the Listing and upon
the formation of our Audit Committee in 2013, our Audit Committee had reviewed the past internal
and external audit reports, covering the years 2009 to 2013. The external auditors have not raised
any significant controls issues arising from their audits.

In 2013, our Audit Committee engaged the external auditors to assess specific areas of internal
controls. These include a review of our new crew payroll software to ensure adequacy of internal
controls. The external auditors also reviewed our general information technology infrastructure
and controls as part of the external audit. KPMG Services Pte Ltd was also engaged to develop
a Board Risk Assurance Framework to help our Board of Directors formally identify the key risks,
the related mitigating measures and sources of assurance currently available to our Board of
Directors and our Audit Committee. Our management has also completed a management controls
self-assessment for 2013.

Based on the foregoing, our Audit Committee has approved an internal audit plan and other
activities to ensure that controls remain adequate and improvements are followed through.

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Our Board of Directors recognises the importance of a sound internal controls system to
safeguard the assets of our Group and our shareholders interest. Our Board of Directors affirms
its overall responsibility for our Groups system of internal controls and for reviewing the adequacy
and integrity of those systems. It should be noted that the internal controls system is designed to
manage rather than to eliminate risks. Accordingly, the internal controls system can only provide
reasonable and not absolute assurance regarding the achievement of our Groups objectives in
the following areas:

(a) effectiveness and efficiency of operations;

(b) reliability of financial reporting; and

(c) compliance with applicable laws and regulations.

The first area addresses an entitys basic business objectives, including performance and
profitability goals and safeguarding of assets. The second relates to the preparation of reliable
financial statements, including interim and full year financial statements. The third deals with
complying with those laws and regulations to which the entity is subject to.

Based on the foregoing, and after making all reasonable enquiries, our Board of Directors, with the
concurrence of our Audit Committee, is of the opinion that the internal controls are adequate to
address our Groups material financial, operational and compliance objectives. Our Board of
Directors notes that all internal controls systems contain inherent limitations and no system of
internal controls can provide absolute assurance against the occurrence of material errors, poor
judgement in decision making, human error, losses, fraud or other irregularities.

Our Nominating Committee

The terms of reference of our Nominating Committee provide that it shall comprise Non-Executive
Directors, a majority of whom shall be independent. The members of our Nominating Committee
as of the date of this Prospectus comprise our Independent Directors, Mr. Jude Philomen Benny,
Mr. Ahmad Sufian @ Qurnain Bin Abdul Rashid and Mr. Ma Kah Woh and our Non-Executive
Director, Mr. Wu Long Peng. The Chairman of our Nominating Committee is Mr. Jude Philomen
Benny. Responsibilities of our Nominating Committee include, among others:

reviewing and assessing candidates for directorships (including executive directorships)


before nominating such candidates for the approval of our Board of Directors;

reviewing and recommending to our Board of Directors the re-election of any Directors under
the retirement provisions in accordance with our Articles of Association at each annual
general meeting;

reviewing the composition of our Board of Directors annually to ensure an appropriate


balance of expertise, skills, attributes and abilities among our Directors;

reviewing and determining annually, and as and when circumstances require, if a Director is
independent, in accordance with the Code of Corporate Governance and any other salient
factors;

where a Director has multiple board representations, deciding whether the Director is able to
and has been adequately carrying out his duties as Director, taking into consideration the
Directors number of listed company board representations and other principal commitments;
and

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where our Chief Executive Officer is an executive director of PCL, an executive director of
a subsidiary of PCL, or an executive director of a subsidiary of KSL, as the case may be,
deciding whether our Chief Executive Officer is able to and has been adequately carrying out
his duties as our Chief Executive Officer.

Our Nominating Committee will decide how our Board of Directors performance is to be evaluated
and propose objective performance criteria which address how our Board of Directors has
enhanced long-term Shareholders value. The Nominating Committee will also implement a
performance evaluation process for assessing the effectiveness of our Board of Directors as a
whole and its board committees and for assessing the contribution of the Chairman of our Board
of Directors and each individual Director to the effectiveness of our Board of Directors and decide
whether or not a Director is able to and has been adequately carrying out his duties as a Director.
The Chairman of our Nominating Committee will act on the results of the performance evaluation
of our Board of Directors, and selections of members of our Board of Directors, in consultation with
our Nominating Committee. Each member of our Nominating Committee shall abstain from voting
on any resolutions in respect of the matter in which he has an interest in.

Our Remuneration Committee

The terms of reference of our Remuneration Committee provide that it shall comprise Non-
Executive Directors, a majority of whom shall be independent. The members of our Remuneration
Committee as of the date of this Prospectus comprise our Independent Directors, Mr. Ahmad
Sufian @ Qurnain Bin Abdul Rashid and Mr. Wee Joo Yeow and our Non-Executive Director, Mr.
Teo Joo Kim. The Chairman of our Remuneration Committee is Mr. Wee Joo Yeow.
Responsibilities of our Remuneration Committee include, among others:

reviewing and recommending to our Board of Directors, in consultation with the Chairman of
our Board of Directors (where applicable, such as in a case where the Chairman of our Board
of Directors is not a member of our Remuneration Committee), for endorsement, a
comprehensive remuneration policy framework and general framework and guidelines for
remuneration of our Directors and management personnel;

reviewing and recommending to our Board of Directors, specific remuneration packages for
each of the Directors and the key management personnel;

review our Companys obligations arising in the event of termination of the Executive
Directors and key management personnels contracts of service, to ensure that such
contracts of service contain fair and reasonable termination clauses which are not overly
generous, with a view to be fair and avoid rewarding poor performance and to recognise the
duty to mitigate loss; and

approving performance targets for assessing the performance of each of the Executive
Directors and key management personnel and recommending such targets as well as
employee specific remuneration packages for each of such Executive Directors and key
management personnel, for endorsement by our Board of Directors, with a view that such
remuneration should be aligned with the interests of shareholders and promote the long-term
success of our Company.

Our Remuneration Committee also periodically considers and reviews remuneration packages in
order to maintain their attractiveness, to retain and motivate the Directors and key management
personnel and to align the interests of management with our Company and Shareholders.

If a member of the Remuneration Committee has an interest in a matter being reviewed or


considered by the Remuneration Committee, he will abstain from voting on that matter.

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Our Risk Management Committee

The members of our Risk Management Committee as of the date of this Prospectus comprise our
Independent Directors, Mr. Ma Kah Woh, Mr. Jude Philomen Benny and Mr. Wee Joo Yeow and
our Chairman and Non-Executive Director, Mr. Kuok Khoon Ean. The Chairman of our Risk
Management Committee is Mr. Kuok Khoon Ean. Responsibilities of our Risk Management
Committee include, among others:

reviewing and discussing with our management our risk governance structure, risk
assessment and risk management guidelines, policies and processes and the adequacy and
effectiveness of our risk management policies and systems;

reviewing and discussing with our management our risk appetite and strategy relating to key
risks, including credit risk, liquidity and funding risk, market risk, product risk, relationship
risk and reputational risk, as well as the guidelines, policies and processes for monitoring
and mitigating such risks; and

reviewing disclosure regarding risk statements to be included in the annual report concerning
the adequacy and effectiveness of our risk management systems.

Our Executive Committee

The members of our Executive Committee as of the date of this Prospectus comprise Mr. Teo Joo
Kim and Mr. Seow Kang Hoe, Gerald. The Chairman of our Executive Committee is Mr. Teo Joo
Kim. Responsibilities of our Executive Committee include, among others:

reviewing our Groups strategy, business plans and annual budget;

reviewing our Groups strategic investments and divestments; and

approving transactions under the authority granted by our Board of Directors under our
Groups financial authority limits.

Service Agreements

There are no existing or proposed service agreements having a fixed term of service entered into
or to be entered into between our Company and our subsidiaries and our Directors.

Our Company has appointed Mr. Seow Kang Hoe, Gerald as our Chief Executive Officer pursuant
to his letter of employment which does not have a fixed term. Mr. Seow has also agreed to devote
the majority of his time and attention to the discharge of his duties as our Chief Executive Officer
in his letter of employment.

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Compensation of Directors and Executive Officers

The compensation, in bands of S$250,000, that we paid to each of our Directors and to our top
five Executive Officers (disclosed in terms of compensation) for services rendered by them in all
capacities to our Company and our subsidiaries for the years ended December 31, 2012 and 2013
(including any benefit in kind and any deferred compensation accrued for the year in question and
payable at a later date) and paid and expected to be payable by our Company and our subsidiaries
to each of these Directors and Executive Officers for services to be rendered by them in all
capacities to our Company and our subsidiaries for the year ending December 31, 2014, is as
follows:

Actual Estimated (1)


Year Ending
Year Ended December 31, December 31,
2012 2013 2014
Directors
Kuok Khoon Ean . . . . . . . . . . . . . . . . . . . . A A
Seow Kang Hoe, Gerald . . . . . . . . . . . . . . E I I
Wu Long Peng . . . . . . . . . . . . . . . . . . . . . . A A A
Teo Joo Kim . . . . . . . . . . . . . . . . . . . . . . . . A A A
Ahmad Sufian @ Qurnain Bin Abdul
Rashid . . . . . . . . . . . . . . . . . . . . . . . . . . . . A A A
Ma Kah Woh . . . . . . . . . . . . . . . . . . . . . . . A A
Jude Philomen Benny . . . . . . . . . . . . . . . . A A
Wee Joo Yeow . . . . . . . . . . . . . . . . . . . . . . A A
Executive Officers
Christopher Richards . . . . . . . . . . . . . . . . . B B N.A. (2)
Lee Keng Lin . . . . . . . . . . . . . . . . . . . . . . . C D D
Chai Ulva . . . . . . . . . . . . . . . . . . . . . . . . . . C C C
Ng Eng Khin . . . . . . . . . . . . . . . . . . . . . . . . C C C
Sim Hee Ping . . . . . . . . . . . . . . . . . . . . . . . B B B
Yeoh Seng Huat, Geoffrey . . . . . . . . . . . . . N.A. (2) E
Notes:
(1) Estimated total annual compensation (including estimated discretionary bonus).
(2) Not applicable as the relevant Executive Officer is not one of our top five Executive Officers (in terms of
compensation) for the relevant year.
(3) Band A: Compensation up to S$249,999 per annum.
Band B: Compensation between S$250,000 to S$499,999 per annum.
Band C: Compensation between S$500,000 to S$749,999 per annum.
Band D: Compensation between S$750,000 to S$999,999 per annum.
Band E: Compensation between S$1,000,000 to S$1,249,999 per annum.
Band F: Compensation between S$1,250,000 to S$1,499,999 per annum.
Band G: Compensation between S$1,500,000 to S$1,749,999 per annum.
Band H: Compensation between S$1,750,000 to S$1,999,999 per annum.
Band I: Compensation between S$2,000,000 to S$2,249,999 per annum.

Our Company does not have in place any formal bonus or profit-sharing plan or any other
profit-linked agreement or arrangement with any of our employees, and bonuses are expected to
be paid on a discretionary basis.

We have not set aside or accrued any amounts for our Directors and Executive Officers to provide
for pension, retirement or similar benefits.

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SHARE-BASED INCENTIVE PLANS

Our Group has in place two share-based incentive plans, namely, the POSH Share Option Plan
and the POSH Performance Share Plan, details of which are set out below.

POSH Share Option Plan

On March 28, 2014, our Shareholders approved a share option plan known as the POSH Share
Option Plan (the SOP). The SOP will give participants an opportunity to have a personal equity
interest in our Company. As at the Latest Practicable Date, no options have been granted under
the SOP.

Objectives of the SOP

The objectives of the SOP are as follows:

(a) to motivate participants to optimise their performance standards and efficiency and to
maintain a high level of contribution to our Group;

(b) to retain key executives and executive directors of our Group whose contributions are
essential to the long-term growth and profitability of our Group;

(c) to instil loyalty to, and a stronger identification by employees with the long-term prosperity of,
our Company;

(d) to attract potential employees with relevant skills to contribute to our Group and to create
value for our Shareholders;

(e) to give recognition to the contributions made or to be made by (i) non-executive directors of
our Group, and (ii) key executives and executive directors of our parent company and its
subsidiaries, to the success of our Group; and

(f) to align the interests of employees with the interests of our Shareholders.

Summary of SOP

A summary of the rules of the SOP is set out as follows:

1. Participants

Under the rules of the SOP:

executive directors and employees of our Group or employees of our Group who are
seconded to an associated company of our Company (Group Employees). For the
avoidance of doubt, the secondment of an employee to an associated company of our
Company shall not be regarded as a break in his employment or him having ceased by
reason only of such secondment to be an employee of our Group;

executive directors and employees of our Companys designated holding company and
its subsidiaries other than Group Employees (Parent Group Employees); and

non-executive directors (including our Independent Directors) of our Group (Group


Non-Executive Directors),

are eligible to participate in the SOP.

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Controlling Shareholders of our Company or associates of such Controlling Shareholders are
not eligible to participate in the SOP.

Under the rules of the SOP, our Remuneration Committee may designate a holding company
for the time being of our Company to be our Parent Company (and together with its
subsidiaries, our Parent Group) for the purposes of the SOP. Our Remuneration Committee
has designated KSL as our Parent Company for the purposes of the SOP. The grant of
options to the Parent Group Employees is subject to Chapter 8 of the Listing Manual.

2. Scheme administration

The SOP shall be administered by our Remuneration Committee (Please refer to


Management Committees of Our Board of Directors) with powers to determine, inter alia,
the following:

(a) persons to be granted options;

(b) number of options to be granted; and

(c) modifications to the SOP.

Our Remuneration Committee may consist of Directors (including Directors or persons who
may be participants of the SOP) and may also include one person nominated by our Parent
Company to be a member of our Remuneration Committee. A member of our Remuneration
Committee who is also a participant of the SOP must not be involved in its deliberation in
respect of options granted or to be granted to him.

3. Size of the SOP

The total number of Shares over which our Remuneration Committee may grant new options
on any date, when added to:

(a) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all options already granted under the SOP;

(b) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all awards already granted under the POSH Performance
Share Plan (as further described below); and

(c) the total number of Shares subject to any other share option or share schemes of our
Company,

shall not exceed 15% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new option.

In addition, the total number of Shares over which our Remuneration Committee may grant
new options on any date during each of the year for which the SOP is in force, when added
to:

(i) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all options already granted under the SOP during the same
year;

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(ii) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all awards already granted under the POSH Performance
Share Plan during the same year; and

(iii) the total number of Shares subject to any other share option or share schemes of our
Company during the same year,

shall not exceed 1.5% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new option.

Our Company believes that the foregoing 15% limit set by the SGX-ST gives our Company
sufficient flexibility to decide the number of Option Shares to offer to eligible participants. The
number of eligible participants is expected to grow over the years. Our Company, in line with
its goals of ensuring sustainable growth, is constantly reviewing its position and considering
the expansion of its talent pool which may involve employing new employees. The employee
base, and thus the number of eligible participants will increase as a result. If the number of
options available under the SOP is limited, our Company may only be able to grant a small
number of options to each eligible participant which may not be a sufficiently attractive
incentive. Our Company is of the opinion that it should have a sufficient number of options
to offer to eligible participants, including new employees as well as existing ones. The
number of options offered must also be significant enough to serve as a meaningful reward
for contributions to our Group. However, it does not necessarily mean that our Remuneration
Committee will definitely issue Option Shares up to the prescribed limit. Our Remuneration
Committee shall exercise its discretion in deciding the number of Option Shares to be
granted to each participant which will depend on the performance and value of the participant
to our Group.

4. Maximum entitlements

The number of Shares comprised in options to be offered to a participant shall be determined


at the absolute discretion of our Remuneration Committee, which shall take into account
such criteria as it considers fit, including (but not limited to) his rank, job performance, years
of service, potential for future development and his contribution to the success and
development of our Group.

However, the grant of options to Parent Group Employees, collectively, will be limited so as
to preserve the availability of Shares for the grant of options to other eligible persons.
Accordingly, the SOP provides that the number of Shares over which options may be granted
will be discretionary, with certain limits and sub-limits imposed for the grant of options to
Parent Group Employees collectively (in aggregate, subject to independent Shareholders
approval in a separate resolution, not more than 20% of the total number of Shares available
for the grant of options under the SOP, and not more than 5% thereof for any one Parent
Group Employee unless approved by independent Shareholders in a separate resolution).

5. Options, exercise period and acquisition price

The options that are granted under the SOP may have acquisition prices that are, at our
Remuneration Committees discretion, set at a price equal to the volume-weighted average
price for our Shares on the SGX-ST over the three consecutive trading days immediately
preceding the date of grant of that option, as determined by our Remuneration Committee by
reference to the daily official list or any other publication published by the SGX-ST (the
Market Price); or at a discount to the Market Price (subject to a maximum discount of 20%).
In accordance with the Listing Manual, options which are fixed at the Market Price (Market
Price Option) may be exercised on a date falling on or after the first anniversary of the date
on which an offer to grant that option is made while options exercisable at a discount to the

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Market Price may be exercised on a date falling on or after the second anniversary from the
date on which an offer to grant that option is made (Discount Price Option). Subject to the
foregoing, our Company may, if it deems fit, impose conditions on the exercise of the options,
such as restricting the number of Shares for which the option may be exercised during the
initial years following its vesting. Options granted under the SOP will have a life span of 10
years for options granted to Group Employees and Parent Group Employees and five years
for options granted to Group Non-Executive Directors.

6. Grant of options

Under the rules of the SOP, there are no fixed periods for the grant of options. As such, offers
of the grant of options may be made at any time from time to time at the discretion of our
Remuneration Committee. However, in the event that an announcement on any matter of an
exceptional nature involving unpublished price sensitive information is made, offers may only
be made on or after the fourth market day after the date on which such announcement is
released.

7. Termination of options

Special provisions for the vesting and lapsing of options apply in certain circumstances
including the following:

(i) an order being made for the winding-up of our Company on the basis, or by reason, of
its insolvency;

(ii) the misconduct on the part of the participant as determined by our Remuneration
Committee in its discretion;

(iii) the participant ceasing to be in the employment of our Group or our Parent Group, as
the case may be, for any reason whatsoever (other than as specified in paragraph (v)
below);

(iv) the bankruptcy of a participant or the happening of any other event which results in his
being deprived of the legal or beneficial ownership of the option;

(v) the participant ceases at any time to be in the employment of our Group or our Parent
Group, as the case may be, by reason of:

(1) ill health, injury or disability (in each case, evidenced to the satisfaction of our
Remuneration Committee);

(2) redundancy;

(3) retirement at or after the legal retirement age;

(4) retirement before the legal retirement age with the consent of our Remuneration
Committee;

(5) the company by which he is employed or to which he is seconded, as the case may
be, ceasing to be a company within our Group or our Parent Group (as the case
may be), or the undertaking or part of the undertaking of such company being
transferred otherwise than to another company within our Group or our Parent
Group (as the case may be);

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(6) his transfer to any Ministry, governmental or statutory body or corporation at the
direction of our Company or our Parent Group (as the case may be); or

(7) any other event approved by our Remuneration Committee;

(vi) any other event approved by our Remuneration Committee; or

(vii) a take-over, reconstruction or amalgamation of our Company or an order being made or


a resolution passed for the winding-up of our Company (other than as provided in
paragraph (i) above or for amalgamation or reconstruction).

Upon the occurrence of any of the events specified in paragraphs (i), (ii) and (iii), an option
then held by a participant shall, subject as provided in the rules of the SOP and to the extent
unexercised, immediately lapse without any claim whatsoever against our Company.

Upon the occurrence of any of the events specified in paragraphs (iv), (v) and (vi) above, our
Remuneration Committee may, in its absolute discretion, preserve all or any part of any
option in accordance with the rules of the SOP. Our Remuneration Committee, in exercising
such discretion, may allow the option to be exercised at any time, notwithstanding that the
date of exercise of such option falls on a date prior to the first day of the exercise period in
respect of such option.

Upon the occurrence of the event specified in paragraph (vii) above, a participant shall be
entitled to exercise in full or in part any option then held by him and as yet unexercised,
during the periods prescribed under the rules of the SOP. To the extent that an option is not
exercised within such prescribed periods, the option shall lapse and become null and void.
If, in connection with any of the events specified in paragraph (vii) above, arrangements are
made for the compensation of participants, whether by the continuation of their options or the
payment of cash or the grant of other options or otherwise, a participant holding an option,
as yet not exercised, may not, at the discretion of our Remuneration Committee, be permitted
to exercise that option.

8. Acceptance of options

The grant of options shall be accepted within 30 days from the date of the offer. Offers of
options made to grantees, if not accepted before the closing date, will lapse. Upon
acceptance of the offer, the grantee must pay our Company a consideration of S$1.00.

9. Rights of shares arising

Subject to the Companies Act and the rules of the Listing Manual, our Company shall have
the flexibility to deliver Shares to participants upon the exercise of their options by way of
either (i) an allotment of new Shares; and/or (ii) the transfer of existing Shares, including any
Shares held by our Company in treasury.

In determining whether to allot new Shares to participants upon the exercise of their options,
our Company will take into account factors such as (but not limited to) the number of Shares
to be delivered, the prevailing market price of the Shares and the cost to our Company of
allotting new Shares or transferring existing Shares.

The financial effects of the above methods are discussed below.

Shares arising from the exercise of options shall be subject to the provisions of the Articles
of Association and Memorandum of Association of our Company, and rank in full for all
entitlements, including dividends or other distributions declared or recommended in respect

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of the then existing Shares, the record date for which is on or after the later of (a) the relevant
date upon which such exercise occurred; and (b) the date of issue of the Shares, and shall
in all respects rank pari passu with other existing Shares then in issue.

10. Duration of the SOP

The SOP shall continue to be in force for a maximum period of 10 years and may continue
beyond the above stipulated period with the approval of our Shareholders by ordinary
resolution in general meeting and of any relevant authorities which may then be required.

11. Abstention from voting

Shareholders who are eligible to participate in the SOP are to abstain from voting on any
shareholders resolution relating to the SOP, including any shareholders resolution relating
to the implementation of the SOP or the making of offers and grants of options under the SOP
at a discount not exceeding the maximum discount (other than a resolution relating to the
participation of, or grant of options to, directors and employees of our Parent Group) and
should not accept nominations as proxy or otherwise for voting unless specific instructions
have been given in the proxy form on how the vote is to be cast.

Our Parent Company (and its associates), and directors and employees of our Parent Group
who are also our Shareholders and are eligible to participate in the SOP, are to abstain from
voting on any shareholders resolution relating to the participation of, or grant of options to,
directors and employees of our Parent Group, and should not accept nominations as proxy
or otherwise for voting unless specific instructions have been given in the proxy form on how
the vote is to be cast.

Adjustment Events under the SOP

If a variation in the ordinary share capital of our Company (whether by way of a capitalisation of
profits or reserves or rights issue, reduction, subdivision, consolidation, distribution or otherwise)
shall take place or if our Company shall make a capital distribution or a declaration of a special
dividend (whether in cash or in specie), then our Remuneration Committee may, in its sole
discretion, determine whether:

(i) the acquisition price of the Shares, class and/or number of Shares comprised in an Option
to the extent unexercised; and/or

(ii) the class and/or number of Shares in respect of which future Options may be granted under
the SOP,

shall be adjusted and if so, the manner in which such adjustments should be made. Any
adjustment must be made in a way that a participant will not receive a benefit that a Shareholder
does not receive.

Unless our Remuneration Committee considers an adjustment to be appropriate, the issue of


securities as consideration for an acquisition or a private placement of securities, or upon the
exercise of any options or conversion of any loan stock or any other securities convertible into
Shares or subscription rights of any warrants, or the cancellation of issued Shares purchased or
acquired by our Company by way of a market purchase of such Shares undertaken by our
Company on the SGX-ST during the period when a share purchase mandate granted by
Shareholders (including any renewal of such mandate) is in force, shall not normally be regarded
as a circumstance requiring adjustment.

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Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by our
Companys auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and
reasonable.

Grant of options with a discounted acquisition price

The ability to offer options to participants of the SOP with acquisition prices set at a discount to
the prevailing market prices of the Shares will operate as a means to recognise the performance
of participants as well as to motivate them to continue to excel while encouraging them to focus
more on improving the profitability and return of our Group above a certain level which will benefit
all Shareholders when these are eventually reflected through share price appreciation. The SOP
will also serve to recruit new employees whose contributions are important to the long-term growth
and profitability of our Group. Discounted options would be perceived in a more positive light by
the participants, inspiring them to work hard and produce results in order to be offered options at
a discount as only participants who have made outstanding contributions to the success and
development of our Group would be granted options at a discount.

At present, our Company foresees that options may be granted with a discount principally in the
following circumstances:

(a) Firstly, where it is considered more effective to reward and retain talented individuals by way
of a discounted price option rather than a market price option. This is to reward the
outstanding performers who have contributed significantly to our Groups performance and
the discounted price option serves as additional incentives to such participants. Options
granted by our Company on the basis of market price may not be attractive and realistic in
the event of an overly buoyant market and inflated share prices. Hence, during such period,
the ability to offer such options at a discount would allow our Company to grant options on
a more realistic and economically feasible basis. Furthermore, options granted at a discount
will give an opportunity to participants to realise some tangible benefits even if external
events cause the share price to remain largely static.

(b) Secondly, where it is more meaningful and attractive to acknowledge a participants


achievements through a discounted price option rather than paying him a cash bonus. For
example, options granted at a discount may be used to compensate participants and to
motivate them during economic downturns when wages (including cash bonuses and annual
wage supplements) are frozen or cut, or they could be used to supplement cash rewards in
lieu of larger cash bonuses or annual wage supplements. Accordingly, it is possible that
merit-based cash bonuses or rewards may be combined with grants of market price options
or discounted price options, as part of eligible participants compensation packages. The
SOP will also provide participants with an incentive to focus more on improving the
profitability of our Group thereby enhancing shareholder value when these are eventually
reflected through the price appreciation of the Shares after the vesting period.

(c) Thirdly, where due to speculative forces and having regard to the historical performance of
the Share price, the market price of the Shares at the time of the grant of the options may
not be reflective of financial performance indicators such as return on equity and/or earnings
growth.

Our Remuneration Committee will have the absolute discretion to grant options where the
acquisition price is discounted, to determine the level of discount (subject to a maximum discount
of 20% of the Market Price) and the grantees to whom, and the options to which, such discount
in the acquisition price will apply provided that our Shareholders in general meeting shall have
authorised, in a separate resolution, the making of offers and grants of options under the SOP at
a discount not exceeding the maximum discount as aforesaid.

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In deciding whether to give a discount and the quantum of such discount (subject to the aforesaid
limit), our Remuneration Committee shall be at liberty to take into consideration such criteria as
our Remuneration Committee may, in its absolute discretion, deem appropriate, including but not
limited to the performance of our Group, the years of service and the individual performance of the
participant, the contribution of the participant to the success and development of our Company
and/or our Group and the prevailing market conditions.

Our Company may also grant options without any discount to the market price. Additionally, our
Company may, if it deems fit, impose conditions on the exercise of the options (whether such
options are granted at the market price or at a discount to the market price), such as restricting
the number of Shares for which the option may be exercised during the initial years following its
vesting.

Rationale for participation of Parent Group Employees and Group Non-Executive Directors
in the SOP

The extension of the SOP to Parent Group Employees and Group Non-Executive Directors allows
our Group to have a fair and equitable system to reward persons who are not employed within our
Group but work closely with our Group and who have made and who continue to make significant
contributions to the long-term growth of our Group.

We recognise that it is important to the well-being and stability of our Group that we acknowledge
the services and contributions made by the categories of persons described above, and that we
continue to receive their support and contributions. In particular, Parent Group Employees and
Group Non-Executive Directors who would be eligible to participate in the SOP are persons who
are able to provide us with valuable support, input and business contacts, and also provide us with
strategic or significant business alliances or opportunities. Companies within our Parent Group
may also contribute significantly to our profitability. The SOP gives us the opportunity to
acknowledge and give recognition to any outstanding achievements and contributions made by
these categories of persons.

By implementing the SOP, we will have a means of providing those who, while they are not
employees of our Group, are nevertheless closely associated with our Group and our business
operations, with an opportunity to share in the success and achievements of our Group as well as
the performance of our Group through participating in the equity of our Company.

The objective is that by doing so, our Company will also strengthen our working relationship with
the participants by inculcating in them a stronger and more lasting sense of identification with our
Group. We believe that the SOP will also enable us to attract, retain and provide incentives to its
participants to achieve higher standards of performance as well as encourage greater dedication
and loyalty by enabling our Company to give recognition to past contributions and services as well
as motivating participants generally to contribute towards the long-term growth of our Group.

Although Group Non-Executive Directors are not involved in the day-to-day running of our Groups
business, they, nonetheless, play an invaluable role in furthering the business interests of our
Group by contributing their experience and expertise. The participation by Group Non-Executive
Directors in the SOP will provide our Company with a further avenue to acknowledge and
recognise their services and contributions to our Group as it may not always be possible to
compensate them fully or appropriately by increasing the directors fees or other forms of cash
payment. In order to minimise any potential conflict of interests and not to compromise the
independence of Group Non-Executive Directors, our Company intends to grant only a nominal
number of options under the SOP to such non-executive directors.

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Parent Group Employees are persons who work closely with our Group. They provide assistance
and support to our Group on a continuing basis in the development and implementation of
business strategies, investments and projects in which we have interests. We recognise that the
continued support of these persons is important to the progress, well-being and stability of our
Group. The grant of options to these persons provides us with a means to acknowledge special
contributions or efforts made by them.

Financial Effects of the SOP

The SOP will increase our issued share capital to the extent of the new Shares that will be allotted
pursuant to the exercise of options. Under the Financial Reporting Standard 102 on Share-based
Payment (FRS 102), the fair value of employee services received in exchange for the grant of
the options would be recognised as an expense. For equity-settled share-based payment
transactions, the total amount to be expensed in the income statement over the vesting period is
determined by reference to the fair value of each option granted at the grant date and the number
of options vested by vesting date, with a corresponding increase in equity.

Before the end of the vesting period, at each balance sheet date, the entity revises its estimates
of the number of options that are expected to vest by the vesting date and recognises the impact
of this revision in the income statement with a corresponding adjustment to equity. After the
vesting date, no adjustment to the income statement would be made. The proceeds net of any
directly attributable transaction costs are credited to the share capital when the options are
exercised.

During the vesting period, the consolidated earnings per share would be reduced by both the
expense recognised and the potential ordinary shares to be issued under the share option
scheme. When the options are exercised, the consolidated NTA will be increased by the amount
of cash received for exercise of the options. On a per share basis, the effect is accretive if the
acquisition price is above the NTA per share but dilutive otherwise.

There will be no cash outlay expended by us at the time of grant of such options as compared to
the payment of cash bonuses. However, as Shareholders may be aware, any options granted to
subscribe for new shares (whether the acquisition price is set at the market price of the shares at
the date of grant or otherwise) have a fair value at the time of grant. The fair value of an option
is an estimate of the amount that a willing buyer would pay a willing seller for the option on the
grant date. Options are granted to participants at a nominal consideration of S$1.00. Insofar as
such options are granted at a consideration that is less than their fair value at the time of grant,
there will be a cost to our Company in that we will receive from the participant upon the grant of
the option a consideration that is less than the fair value of the option.

The following sets out the financial effects of the SOP.

(a) Share capital

The SOP will result in an increase in our Companys issued share capital when new Shares
are allotted to participants. The number of new Shares allotted will depend on, inter alia, the
size of the options granted under the SOP. Whether and when the options granted under the
SOP will be exercised will depend on the acquisition price of the options, when the options
will vest as well as the prevailing trading price of the Shares. In any case, the SOP provides
that the total number of Shares over which our Remuneration Committee may grant new
options on any date, when added to:

(i) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all options already granted under the SOP;

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(ii) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all awards already granted under the POSH Performance
Share Plan; and

(iii) the total number of Shares subject to any other share option or share schemes of our
Company,

shall not exceed 15% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new option. If
instead of allotting new Shares to participants, existing Shares are transferred to
participants, the SOP will have no impact on our Companys issued share capital.

(b) NTA

As described in paragraph (c) below on EPS, the grant of options will be recognised as an
expense, the amount of which will be computed in accordance with FRS 102. When new
Shares are allotted pursuant to the exercise of options, there would be no effect on the NTA
due to the offsetting effect of expenses recognised and the increase in share capital.
However, if instead of allotting new Shares to participants, existing Shares are purchased for
transfer to participants, the NTA would be impacted by the cost of the Shares purchased.

(c) EPS

Without taking into account earnings that may be derived by our Company from the use of
the proceeds from the allotment of Shares pursuant to the exercise of options granted under
the SOP, any new Shares allotted pursuant to any exercise of the options will have a dilutive
impact on our Companys EPS.

(d) Dilutive Impact

The allotment of new Shares under the SOP will have a dilutive impact on our consolidated
EPS.

We have made an application to the SGX-ST for permission to deal in and for quotation of the
Option Shares which may be issued upon the exercise of the options to be granted under the SOP.
The approval of the SGX-ST is not to be taken as an indication of the merits of the Offering, our
Company, any of our subsidiaries, our Shares (including the Offering Shares, the Cornerstone
Shares, the Additional Shares, the Option Shares and the Performance Shares), the SOP or the
PSP (as defined below).

POSH Performance Share Plan

On March 28, 2014, our Shareholders approved a share scheme known as the POSH
Performance Share Plan (the PSP).

Rationale for the PSP

Our Directors have implemented the PSP to increase our Companys flexibility and effectiveness
in its continuing efforts to reward, retain and motivate employees and non-executive directors of
our Group, as well as employees and directors of our Parent Group, to achieve increased
performance. Our Directors believe that, in addition to the SOP, the plan will further strengthen our
Companys and our Parent Groups competitiveness in attracting and retaining superior local and
foreign talent.

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The PSP allows our Company to target specific performance objectives and to provide an
incentive for participants to achieve these targets. Our Directors believe that the plan will provide
our Company with a flexible approach to provide performance incentives to employees and
non-executive directors of our Group, as well as employees and directors of our Parent Group
and, consequently, to improve performance and achieve sustainable growth for our Company in
the changing business environment, and to foster a greater ownership culture amongst key senior
management, senior executives and directors of our Group and our Parent Group.

Operation of the PSP

Awards granted under the PSP will be principally performance-based, incorporating an element of
stretched targets for senior executives and significantly stretched targets for key senior
management and non-executive directors aimed at delivering long-term shareholder value.

The PSP uses methods fairly common among major local and multinational companies to
incentivise and motivate senior executives and key senior management to achieve pre-
determined targets which create and enhance economic value for Shareholders. Our Company
believes that the PSP will be an effective tool in motivating senior executives, key senior
management and non-executive directors to work towards stretched goals.

The PSP contemplates the award of fully paid Shares, or the equivalent in cash or a combination
of both, when and after pre-determined performance or service conditions are accomplished.

A participants award under the PSP will be determined at the sole discretion of our Remuneration
Committee. In considering an award to be granted to a participant who is an employee, our
Remuneration Committee may take into account, inter alia, the participants rank, job
performance, years of service and potential for future development, his contribution to the success
and development of our Group. In considering an award to be granted to a participant who is a
non-executive director, our Remuneration Committee may take into account, inter alia, the
participants years of service and his contribution to the success and development of our Group.

Awards granted under the PSP are principally performance-based with performance targets to be
set over a performance period and may vary from one performance period to another performance
period and from one grant to another grant. Performance targets set by our Remuneration
Committee are intended to be based on the overall performance of our Group. Such performance
targets and performance periods will be set according to the specific roles of each participant, and
may differ from participant to participant. The performance targets are stretched targets aimed at
sustaining long-term growth.

Under the PSP, participants are encouraged to continue serving our Group or our Parent Group
beyond the achievement date of the pre-determined performance targets. Our Remuneration
Committee has the discretion to impose a further vesting period after the performance period to
encourage the participant to continue serving our Group or our Parent Group for a further period
of time.

Maximum Limits on Shares

In order to reduce the dilutive impact of the PSP, the total number of Shares over which our
Remuneration Committee may grant new awards on any date, when added to:

(a) the total number of Shares issued and/or issuable and transferred and/or to be transferred
in respect of all awards already granted under the PSP;

(b) the total number of Shares issued and/or issuable and transferred and/or to be transferred
in respect of all options already granted under the SOP; and

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(c) the total number of Shares subject to any other share option or share schemes of our
Company,

shall not exceed 15% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new award.

In addition, the total number of Shares over which our Remuneration Committee may grant new
awards on any date during each of the year for which the PSP is in force, when added to:

(i) the total number of Shares issued and/or issuable and transferred and/or to be transferred
in respect of all awards already granted under the PSP during the same year;

(ii) the total number of Shares issued and/or issuable and transferred and/or to be transferred
in respect of all options already granted under the SOP during the same year; and

(iii) the total number of Shares subject to any other share option or share schemes of our
Company,

shall not exceed 1.5% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new award.

Summary of the PSP

A summary of the rules of the PSP is set out as follows:

1. Eligibility

Group Employees, Parent Group Employees and Group Non-Executive Directors shall be
eligible to participate in the PSP.

Controlling Shareholders of our Company or associates of such Controlling Shareholders are


not eligible to participate in the PSP.

Under the rules of the PSP, our Remuneration Committee may designate a holding company
for the time being of our Company to be our Parent Company (and together with its
subsidiaries, our Parent Group) for the purposes of the PSP. Our Remuneration Committee
has designated KSL as our Parent Company for the purposes of the PSP. The grant of
awards to the Parent Group Employees is subject to Chapter 8 of the Listing Manual.

2. Scheme administration

The PSP shall be administered by our Remuneration Committee (Please refer to


Management Committees of Our Board of Directors) with powers to determine, inter alia,
the following:

(a) persons to be granted awards;

(b) number of shares which are the subject of each award to be granted; and

(c) modifications to the PSP.

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Our Remuneration Committee may consist of Directors (including Directors or persons who
may be participants of the PSP) and may also include one person nominated by our Parent
Company to be a member of our Remuneration Committee. A member of our Remuneration
Committee who is also a participant of the PSP must not be involved in its deliberation in
respect of awards granted or to be granted to him.

3. Awards

Awards represent the right of a participant to receive fully paid Shares free of charge, or the
equivalent in cash or a combination of both, provided that certain prescribed performance
targets (if any) are met and upon expiry of the prescribed performance period.

An award shall be personal to the participant and, prior to the allotment and/or transfer to the
participant of the shares to which the released award relates, shall not be transferred (other
than to a participants personal representative on the death of that participant), charged,
assigned, pledged or otherwise disposed of, in whole or in part, except with the prior
approval of our Remuneration Committee.

4. Participants

The selection of a participant and the number of Shares which are the subject of each award
to be granted to a participant in accordance with the PSP shall be determined at the absolute
discretion of our Remuneration Committee, which shall take into account such criteria as it
considers fit, including (but not limited to) his rank, job performance, years of service and
potential for future development, his contribution to the success and development of our
Group and the extent of effort and difficulty with which the performance condition(s) may be
achieved within the performance period.

However, the grant of awards to Parent Group Employees, collectively, will be limited so as
to preserve the availability of Shares for the grant of awards to other eligible persons.
Accordingly, the PSP provides that the number of Shares over which awards may be granted
will be discretionary, with certain limits and sub-limits imposed for the grant of awards to
Parent Group Employees collectively (in aggregate, subject to independent Shareholders
approval in a separate resolution, not more than 20% of the total number of Shares available
for the grant of awards under the PSP, and not more than 5% thereof for any one Parent
Group Employee unless approved by independent Shareholders in a separate resolution).

5. Details of Awards

Our Remuneration Committee shall decide, in relation to each award to be granted to a


participant:

(a) the date on which the award is to be granted;

(b) the number of Shares which are the subject of the award;

(c) the performance condition(s) and the performance period during which such
performance condition(s) are to be satisfied, if any;

(d) the extent to which Shares, which are the subject of that award, shall be released on the
performance condition(s) being satisfied (whether fully or partially) or exceeded or not
being satisfied, as the case may be, at the end of the performance period;

(e) the vesting date; and

(f) any other condition which our Remuneration Committee may determine in relation to
that award.

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6. Timing

While our Remuneration Committee has the discretion to grant awards at any time in the
year, it is currently anticipated that awards would in general be made once a year. An award
letter confirming the award and specifying (inter alia) the number of Shares which are the
subject of the award, the prescribed performance target(s), the performance period during
which the performance conditions(s) and the vesting date, will be sent to each participant as
soon as reasonably practicable after the making of an award.

7. Events Prior to Vesting

Special provisions for the vesting and lapsing of awards apply in certain circumstances
including the following:

(i) an order being made for the winding-up of our Company on the basis, or by reason, of
its insolvency;

(ii) the misconduct on the part of the participant as determined by our Remuneration
Committee in its discretion;

(iii) the participant ceasing to be in the employment of our Group or our Parent Group, as
the case may be, for any reason whatsoever (other than as specified in paragraph (v)
below);

(iv) the bankruptcy of a participant or the happening of any other event which results in his
being deprived of the legal or beneficial ownership of the award;

(v) the participant ceases at any time to be in the employment of our Group or our Parent
Group, as the case may be, by reason of:

(1) ill health, injury or disability (in each case, evidenced to the satisfaction of our
Remuneration Committee);

(2) redundancy;

(3) retirement at or after the legal retirement age;

(4) retirement before the legal retirement age with the consent of our Remuneration
Committee;

(5) the company by which he is employed or to which he is seconded, as the case may
be, ceasing to be a company within our Group or our Parent Group (as the case
may be), or the undertaking or part of the undertaking of such company being
transferred otherwise than to another company within our Group or our Parent
Group (as the case may be);

(6) his transfer to any Ministry, governmental or statutory body or corporation at the
direction of our Company or our Parent Group (as the case may be); or

(7) any other event approved by our Remuneration Committee;

(vi) any other event approved by our Remuneration Committee; or

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(vii) a take-over, reconstruction or amalgamation of our Company or an order being made or
a resolution passed for the winding-up of our Company (other than as provided in
paragraph (i) above or for amalgamation or reconstruction).

Upon the occurrence of any of the events specified in paragraphs (i), (ii) and (iii), an award
then held by a participant shall, subject as provided in the rules of the PSP and to the extent
not yet released, immediately lapse without any claim whatsoever against our Company.

Upon the occurrence of any of the events specified in paragraphs (iv), (v) and (vi) above, our
Remuneration Committee may, in its absolute discretion, preserve all or any part of any
award and decide either to vest some or all of the Shares which are the subject of the award
or to preserve all or part of any award until the end of the relevant performance period. In
exercising its discretion, our Remuneration Committee will have regard to all circumstances
on a case-by-case basis, including (but not limited to) the contributions made by that
participant and the extent to which the performance condition(s) has (have) been satisfied.

Upon the occurrence of the event specified in paragraph (vii) above, our Remuneration
Committee will consider, at its discretion, whether or not to release any award, and will take
into account all circumstances on a case-by-case basis, including (but not limited to) the
contributions made by that participant. If our Remuneration Committee decides to release
any award, then in determining the number of Shares to be vested in respect of such award,
our Remuneration Committee will have regard to the proportion of the performance period(s)
which has (have) elapsed and the extent to which the performance condition(s) has (have)
been satisfied.

8. Size and Duration of the PSP

The total number of Shares over which our Remuneration Committee may grant new awards
on any date, when added to:

(a) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all awards already granted under the PSP;

(b) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all options already granted under the SOP; and

(c) the total number of Shares subject to any other share option or share schemes of our
Company,

shall not exceed 15% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new award.

In addition, the total number of Shares over which our Remuneration Committee may grant
new awards on any date during each of the year for which the PSP is in force, when added
to:

(i) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all awards already granted under the PSP during the same
year;

(ii) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all options already granted under the SOP during the same
year; and

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(iii) the total number of Shares subject to any other share option or share schemes of our
Company during the same year,

shall not exceed 1.5% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new award.

The PSP shall continue in force at the discretion of our Remuneration Committee, subject to
a maximum period of 10 years commencing on the date on which the PSP is adopted by our
Company in general meeting, provided always that the PSP may continue beyond the above
stipulated period with the approval of Shareholders by ordinary resolution in general meeting
and of any relevant authorities which may then be required.

Notwithstanding the expiry or termination of the PSP, any awards made to participants prior
to such expiry or termination will continue to remain valid.

9. Operation of the PSP

Our Company will deliver Shares to participants upon vesting of their awards by way of either
(i) an allotment of Shares; or (ii) a transfer of Shares (which may include Shares held by our
Company as treasury shares).

In determining whether to allot Shares to participants upon vesting of their awards, our
Company will take into account factors such as (but not limited to) the number of Shares to
be delivered, the prevailing market price of the Shares and the cost to our Company of
allotting new Shares or transferring existing Shares.

The financial effects of the above methods are discussed below.

New Shares allotted and issued, and existing Shares procured by our Company for transfer,
pursuant to the release of any award shall rank in full for all entitlements, including dividends
or other distributions declared or recommended in respect of the then existing Shares, the
record date for which is on or after the later of (a) the relevant vesting date; and (b) the date
of issue of the Shares, and shall in all other respects rank pari passu with other existing
Shares then in issue.

Our Remuneration Committee shall have full discretion to determine whether any
performance condition has been satisfied (whether fully or partially) or exceeded and in
making any such determination, our Remuneration Committee shall have the right to make
reference to the audited results of our Company or our Group (as the case may be) to take
into account such factors as our Remuneration Committee may determine to be relevant,
such as changes in accounting methods, taxes and extraordinary events, and further, the
right to amend any performance condition if our Remuneration Committee decides that a
changed performance target would be a fairer measure of performance.

10. Abstention from voting

Shareholders who are eligible to participate in the PSP are to abstain from voting on any
shareholders resolution relating to the PSP, including any shareholders resolution relating
to the implementation of the PSP (other than a resolution relating to the participation of, or
grant of awards to, directors and employees of our Parent Group) and should not accept
nominations as proxy or otherwise for voting unless specific instructions have been given in
the proxy form on how the vote is to be cast.

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Our Parent Company (and its associates), and directors and employees of our Parent Group
who are also our Shareholders and are eligible to participate in the PSP, are to abstain from
voting on any shareholders resolution relating to the participation of, or grant of awards to,
directors and employees of our Parent Group, and should not accept nominations as proxy
or otherwise for voting unless specific instructions have been given in the proxy form on how
the vote is to be cast.

Adjustments and Alterations under the PSP

The following describes the adjustment events under, and provisions relating to alterations of, the
PSP.

1. Adjustment Events

If a variation in the ordinary share capital of our Company (whether by way of a capitalisation
of profits or reserves or rights issue, reduction, subdivision, consolidation, distribution or
otherwise) shall take place or if our Company shall make a capital distribution or a
declaration of a special dividend (whether in cash or in specie), then our Remuneration
Committee may, in its sole discretion, determine whether:

(i) the class and/or number of Shares which are the subject of an award to the extent not
yet vested; and/or

(ii) the class and/or number of Shares in respect of which future awards may be granted
under the PSP,

shall be adjusted and if so, the manner in which such adjustments should be made. Any
adjustment must be made in a way that a participant will not receive a benefit that a
Shareholder does not receive.

Unless our Remuneration Committee considers an adjustment to be appropriate, the issue


of securities as consideration for an acquisition or a private placement of securities, or upon
the exercise of any options or conversion of any loan stock or any other securities convertible
into Shares or subscription rights of any warrants, or the cancellation of issued Shares
purchased or acquired by our Company by way of a market purchase of such Shares
undertaken by our Company on the SGX-ST during the period when a share purchase
mandate granted by Shareholders (including any renewal of such mandate) is in force, shall
not normally be regarded as a circumstance requiring adjustment.

Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by


our Companys auditors (acting only as experts and not as arbitrators) to be in their opinion,
fair and reasonable.

2. Modifications or Alterations to the PSP

The PSP may be modified and/or altered at any time and from time to time by a resolution
of our Remuneration Committee subject to the prior approval of the SGX-ST and such other
regulatory authorities as may be necessary.

However, no modification or alteration shall adversely affect the rights attached to any award
granted prior to such modification or alteration except with the consent in writing of such
number of participants who, if their awards were released to them upon the performance
condition(s) relating to their awards being satisfied in full, would become entitled to not less

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than three-quarters in number of all the Shares which would fall to be vested upon release
of all outstanding awards upon the performance condition(s) for all outstanding awards being
satisfied in full.

No alteration shall be made to particular rules of the PSP to the advantage of participants
except with the prior approval of Shareholders in general meeting.

Rationale for participation of Parent Group Employees and Group Non-Executive Directors
in the PSP

The extension of the PSP to Parent Group Employees and Group Non-Executive Directors allows
our Group to have a fair and equitable system to reward persons who are not employed within our
Group but work closely with our Group and who have made and who continue to make significant
contributions to the long-term growth of our Group.

We recognise that it is important to the well-being and stability of our Group that we acknowledge
the services and contributions made by the categories of persons described above, and that we
continue to receive their support and contributions. In particular, Parent Group Employees and
Group Non-Executive Directors who would be eligible to participate in the PSP are persons who
are able to provide us with valuable support, input and business contacts, and also provide us with
strategic or significant business alliances or opportunities. Companies within our Parent Group
may also contribute significantly to our profitability. The PSP gives us the opportunity to
acknowledge and give recognition to any outstanding achievements and contributions made by
these categories of persons.

By implementing the PSP, we will have a means of providing those who, while they are not
employees of our Group, are nevertheless closely associated with our Group and our business
operations, with an opportunity to share in the success and achievements of our Group as well as
the performance of our Group through participating in the equity of our Company.

The objective is that by doing so, our Company will also strengthen our working relationship with
the participants by inculcating in them a stronger and more lasting sense of identification with our
Group. We believe that the PSP will also enable us to attract, retain and provide incentives to its
participants to achieve higher standards of performance as well as encourage greater dedication
and loyalty by enabling our Company to give recognition to past contributions and services as well
as motivating participants generally to contribute towards the long-term growth of our Group.

Although Group Non-Executive Directors are not involved in the day-to-day running of our Groups
business, they, nonetheless, play an invaluable role in furthering the business interests of our
Group by contributing their experience and expertise. The participation by Group Non-Executive
Directors in the PSP will provide our Company with a further avenue to acknowledge and
recognise their services and contributions to our Group as it may not always be possible to
compensate them fully or appropriately by increasing the directors fees or other forms of cash
payment. In order to minimise any potential conflict of interests and not to compromise the
independence of Group Non-Executive Directors, our Company intends to grant only a nominal
number of shares comprised in awards under the PSP to such non-executive directors.

Parent Group Employees are persons who work closely with our Group. They provide assistance
and support to our Group on a continuing basis in the development and implementation of
business strategies, investments and projects in which we have interests. We recognise that the
continued support of these persons is important to the progress, well-being and stability of our
Group. The grant of awards to these persons provides us with a means to acknowledge special
contributions or efforts made by them.

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Financial Effects of the PSP

The PSP is considered a share-based payment that falls under FRS 102 where participants will
receive Shares and the awards would be accounted for as equity-settled share-based
transactions, as described in the following paragraphs.

The fair value of employee services received in exchange for the grant of the awards would be
recognised as a charge to the income statement over the period between the grant date and the
vesting date of an award. The fair value per share of the awards granted will be determined using
an option pricing model. The significant inputs into the option pricing model will include, inter alia,
the share price as at the date of grant of the award, the risk free interest rate, the vesting period,
volatility of the share and dividend yield. The total amount of the charge over the vesting period
is determined by reference to the fair value of each award granted at the grant date and the
number of Shares vested at the vesting date, with a corresponding credit to the reserve account.
Before the end of the vesting period, at each accounting year end, the estimate of the number of
awards that are expected to vest by the vesting date is revised, and the impact of the revised
estimate is recognised in the income statement with a corresponding adjustment to the reserve
account. After the vesting date, no adjustment to the charge to the income statement is made.

The amount charged to the income statement also depends on whether or not the performance
target attached to an award is measured by reference to the market price of the Shares. This is
known as a market condition. If the performance target is a market condition, the probability of the
performance target being met is taken into account in estimating the fair value of the award
granted at the grant date, and no adjustments to the amounts charged to the income statement
are made whether or not the market condition is met. However, if the performance target is not a
market condition, the fair value per share of the awards granted at the grant date is used to
compute the amount to be charged to the income statement at each accounting date, based on
an assessment by us at that date of whether the non-market conditions would be met to enable
the awards to vest. Thus, where the vesting conditions do not include a market condition, there
would be no cumulative charge to the income statement if the awards do not ultimately vest.

The following sets out the financial effects of the PSP.

(a) Share capital

The PSP will result in an increase in our Companys issued share capital when new Shares
are allotted to participants. The number of new Shares allotted will depend on, inter alia, the
size of the awards granted under the PSP. In any case, the PSP provides that the total
number of Shares over which our Remuneration Committee may grant new awards on any
date, when added to:

(a) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all awards already granted under the PSP;

(b) the total number of Shares issued and/or issuable and transferred and/or to be
transferred in respect of all options already granted under the SOP; and

(c) the total number of Shares subject to any other share option or share schemes of our
Company,

shall not exceed 15% of the total number of issued Shares (excluding Shares held by our
Company as treasury shares) on the day preceding the date of the relevant new award. If
instead of allotting new Shares to participants, existing Shares are transferred to
participants, the PSP will have no impact on our Companys issued share capital.

189
(b) NTA

As described in paragraph (c) below on EPS, the PSP is likely to result in a charge to our
Companys income statement over the period from the grant date to the vesting date of the
awards. The amount of the charge will be computed in accordance with FRS 102. When new
Shares are allotted under the PSP, there would be no effect on the NTA due to the offsetting
effect of expenses recognised and the increase in share capital. However, if instead of
allotting new Shares to participants, existing Shares are purchased for transferred to
participants, the NTA would be impacted by the cost of the Shares purchased. It should be
noted that the delivery of Shares to participants under the PSP will generally be contingent
upon the eligible participants meeting prescribed performance targets and conditions.

(c) EPS

The PSP is likely to result in a charge to earnings over the period from the grant date to the
vesting date, computed in accordance with FRS 102.

It should again be noted that the delivery of Shares to participants of the PSP will generally
be contingent upon the participants meeting the prescribed performance targets and
conditions.

(d) Dilutive Impact

The allotment of new Shares under the PSP will have a dilutive impact on our consolidated
EPS.

We have made an application to the SGX-ST for permission to deal in and for quotation of the
Performance Shares which may be issued upon the release of the share awards to be granted
under the PSP. The approval of the SGX-ST is not to be taken as an indication of the merits of the
Offering, our Company, any of our subsidiaries, our Shares (including the Offering Shares, the
Cornerstone Shares, the Additional Shares, the Option Shares and the Performance Shares), the
SOP or the PSP.

Disclosures in Annual Reports

Our Company will make such disclosures in our annual report for so long as the SOP or PSP
continue in operation as from time to time required by the Listing Manual including the following
(where applicable):

(a) the names of the members of our Remuneration Committee administering the SOP and PSP;

(b) in respect of the following participants of the SOP and PSP:

(i) Directors of our Company; and

(ii) participants (other than those in paragraph (i) above) who have been granted options
under the SOP and/or who have received shares pursuant to the release of awards
granted under the PSP which, in aggregate, represent 5.0% or more of the total number
of Shares available under the SOP or PSP collectively,

the following information:

(aa) the name of the participant;

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(bb) the following particulars relating to options granted under the SOP:

(1) options granted during the financial year under review (including terms);

(2) the aggregate number of Shares comprised in options granted since the
commencement of the SOP to the end of the financial year under review;

(3) the aggregate number of Shares arising from options exercised since the
commencement of the SOP to the end of the financial year under review;

(4) the aggregate number of Shares comprised in options outstanding as at the end
of the financial year under review;

(5) the number of new Shares issued to such participant during the financial year
under review; and

(6) the number of existing Shares transferred to such participant during the financial
year under review; and

(cc) the following particulars relating to Shares delivered pursuant to the awards released
under the PSP:

(1) the number of new Shares issued to such participant during the financial year
under review; and

(2) the number of existing Shares transferred to such Participant during the financial
year under review;

(c) (i) the names of and number and terms of options granted to each Parent Group Employee
who receives 5% or more of the total number of Shares available under the SOP to
Parent Group Employees collectively, during the financial year under review;

(ii) the aggregate number of Shares under options granted to Parent Group Employees for
the financial year under review, and since the commencement of the SOP to the end of
the financial year under review;

(iii) the names of and number of Shares comprised in and terms of awards granted to each
Parent Group Employee who receives 5% or more of the total number of Shares
available under the PSP to Parent Group Employees collectively, during the financial
year under review; and

(iv) the aggregate number of Shares comprised in awards granted to Parent Group
Employees for the financial year under review, and since the commencement of the
PSP to the end of the financial year under review;

(d) the number and proportion of Shares comprised in options granted under the plan during the
financial year under review:

(i) at a discount of 10% or less of the market price in respect of the relevant Option; and

(ii) at a discount of more than 10% of the market price in respect of the relevant Option; and

191
(e) in relation to the PSP, the following particulars:

(i) the aggregate number of Shares comprised in awards granted under the PSP since the
commencement of the PSP to the end of the financial year under review;

(ii) the aggregate number of Shares comprised in awards which have been released under
the PSP during the financial year under review and in respect thereof, the proportion of:

(1) new Shares issued; and

(2) existing Shares transferred and, where existing Shares were purchased for
delivery, the range of prices at which such Shares have been purchased,

upon the release of awards granted under the PSP; and

(iii) the aggregate number of Shares comprised in awards granted under the PSP which
have not been released as at the end of the financial year under review.

192
PRINCIPAL SHAREHOLDERS

Ownership Structure

The following table sets out the names of each of our Substantial Shareholders, being a Shareholder who is known by us to beneficially own 5.0% or more
of our issued Shares, a Director or Chief Executive Officer who has an interest in our Shares, and the number and percentage of Shares in which each
of them has an interest (whether direct or deemed) immediately before and immediately after the completion of the Offering and the issue of the
Cornerstone Shares.

Immediately after the Offering and the issue of Immediately after the Offering and the issue of
the Cornerstone Shares (assuming the Over- the Cornerstone Shares (assuming the Over-
Name Immediately Before This Offering allotment Option is not exercised) allotment Option is fully exercised)

Direct interest Deemed interest Direct interest Deemed interest Direct interest Deemed interest

Substantial Shareholders
KSL(1) . . . . . . . . . . . . . . . . 1,441,859,460 97.27% 1,441,859,460 79.22% 1,395,734,460 76.69%
(2)
PCL . . . . . . . . . . . . . . . . 1,111,306,065 74.97% 330,553,395 22.30% 1,111,306,065 61.06% 330,553,395 18.16% 1,065,181,065 58.53% 330,553,395 18.16%
MBC(3) . . . . . . . . . . . . . . . . 314,709,645 21.23% 314,709,645 17.29% 314,709,645 17.29%
Lightwell Shipping Inc. . . . . . . 314,709,645 21.23% 314,709,645 17.29% 314,709,645 17.29%

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Directors
Kuok Khoon Ean . . . . . . . . .
Seow Kang Hoe, Gerald. . . . . 6,064,043 0.41% 3,750,000(4) 0.25%(4) 6,064,043 0.33% 3,750,000 0.21% 6,064,043 0.33% 3,750,000 0.21%
Wu Long Peng. . . . . . . . . . . 5,126,542 0.35% 2,812,500(4) 0.19%(4) 5,126,542 0.28% 2,812,500 0.15% 5,126,542 0.28% 2,812,500 0.15%
(4) (4)
Teo Joo Kim . . . . . . . . . . . . 6,064,043 0.41% 3,750,000 0.25% 6,064,043 0.33% 3,750,000 0.21% 6,064,043 0.33% 3,750,000 0.21%
Ahmad Sufian @ Qurnain Bin
Abdul Rashid . . . . . . . . . . .
Ma Kah Woh . . . . . . . . . . . .
Jude Philomen Benny . . . . . .
Wee Joo Yeow. . . . . . . . . . .
Others
Other shareholders(5) . . . . . . 39,104,662 2.64% 39,104,662 2.15% 39,104,662 2.15%
Cornerstone Investors . . . . . . 85,605,000 4.70% 85,605,000 4.70%
New investors in the Offering . 252,020,000 13.85% 298,145,000 16.38%
Total . . . . . . . . . . . . . . . . . 1,482,375,000 100.00% 1,820,000,000 100.00% 1,820,000,000 100.00%
Notes:
(1) KSL holds the entire issued share capital of PCL. Accordingly, KSL is deemed to have an interest in our Shares held by PCL.

In addition, in December 2013 and March 2014, PCL has agreed to sell, and KSL has agreed to purchase, 150,286,642 Shares (or such equivalent number of Shares after adjusting
for any subsequent bonus issue, consolidation or subdivision of Shares, including the Share Split and Consolidation), less (a) any Shares that may be sold by PCL pursuant to the
exercise of the Over-allotment Option, and (b) any of the 2,112,500 Shares (or such equivalent number of Shares after adjusting for any subsequent bonus issue, consolidation or
subdivision of Shares, including the Share Split and Consolidation) which are held by certain of KSLs group employees, and which are not transferred to PCL (pursuant to the exercise
of the right of PCL to have any of such Shares transferred itself or to its order) prior to completion, in other words, up to 1,127,149,815 Shares (after adjusting for the Share Split and
Consolidation). The transfer is to be completed as soon as practicable after the Listing Date. See Dilution for further details. Accordingly, KSL is deemed to have an interest in such
Shares.
Further, KSL has a right to have an aggregate of 2,112,500 Shares (or such equivalent number of Shares after adjusting for any subsequent bonus issue, consolidation or subdivision
of Shares, including the Share Split and Consolidation), in other words, 15,843,750 Shares (after adjusting for the Share Split and Consolidation), which are held by certain of KSLs
group employees, transferred to itself or to its order, which right has been novated by PCL to KSL and which novation is conditional upon the transfer of Shares from PCL to KSL (as
further described in note (2) below. Accordingly, KSL is deemed to have an interest in such Shares.

(2) PCL holds more than 20% of the entire issued share capital of MBC. Accordingly, PCL is deemed to have an interest in our Shares held by MBC.
In addition, PCL has a right to have an aggregate of 2,112,500 Shares (or such equivalent number of Shares after adjusting for any subsequent bonus issue, consolidation or subdivision
of Shares, including the Share Split and Consolidation), in other words, 15,843,750 Shares (after adjusting for the Share Split and Consolidation), which are held by certain of KSLs
group employees, transferred to itself or to its order. Accordingly, PCL is also deemed to have an interest in such Shares. Such right was subsequently novated by PCL to KSL, such
novation being conditional upon the transfer of Shares from PCL to KSL as further described above.

(3) MBC holds the entire issued share capital of Lightwell Shipping Inc. Accordingly, MBC is deemed to have an interest in our Shares held by Lightwell Shipping Inc.

194
(4) Each of Mr. Seow Kang Hoe, Gerald, Mr. Wu Long Peng and Mr. Teo Joo Kim has been granted options by PCL to acquire Shares held by PCL during a period commencing from August
5, 2015 and ending on August 4, 2018. Such options were subsequently novated by PCL to KSL, such novation being conditional upon the transfer of Shares from PCL to KSL as further
described above.

(5) Comprises employees of our Company (including our Executive Officers) and employees of the KSL Group, none of whom holds 5.0% or more of our issued share capital.
The Shares held by each Shareholder in the table above do not have any interests or carry any
voting rights different from the Offering Shares.

The following diagram summarises our ownership structure immediately before this Offering:

Kuok (Singapore)
Limited

100.00%

Pacific Carriers Limited

More than
20.00%
74.97%

Malaysian Bulk Carriers


Berhad

100.00%

Other shareholders
Lightwell Shipping Inc. (including Directors, Cornerstone
Investors and new investors)

21.23% 3.80%

PACC Offshore
Services Holdings Ltd.

195
The following diagram summarises our ownership structure immediately after the Offering and the
issue of the Cornerstone Shares (assuming the Over-allotment Option is not exercised):

Kuok (Singapore)
Limited

100.00%

Pacific Carriers Limited

More than
20.00% 61.06%

Malaysian Bulk Carriers


Berhad

100.00%

Other shareholders (including


Lightwell Shipping Inc. Directors, Cornerstone
Investors and new investors))

17.29% 21.65%

PACC Offshore
Services Holdings Ltd.

Over-allotment Option Provider

The Over-allotment Option Provider will be providing 46,125,000 Additional Shares, or 3.11% of
the share capital immediately before the Offering and 2.53% of the share capital immediately after
the completion of the Offering and the issue of the Cornerstone Shares, in connection with the
Over-allotment Option.

Information on the Cornerstone Investors

At the same time as but separate from the Offering, each of the Cornerstone Investors has entered
into a cornerstone subscription agreement with our Company to subscribe for an aggregate of
85,605,000 new Shares at the Offering Price, conditional upon the Management and Underwriting
Agreement and Placement Agreement having been entered into and not having been terminated
pursuant to their terms on or prior to the Listing Date. The Cornerstone Investors are:

Hwang Investment Management Berhad

Hwang Investment Management Berhad (HwangIM) was incorporated in Malaysia on May 2,


1997 under the Companies Act, 1965 and began operations under the name Hwang-DBS Unit
Trust (HDBSUT) Berhad in 2001. In early 2014, HwangIM was acquired by the Affin Banking
Group (Affin) and hence, is now supported by an established Malaysian financial services
conglomerate. Affin has over 38 years of experience in the financial industry and focuses on
commercial, Islamic and investment banking services, money broking, fund management and
underwriting of life and general insurance business. Additionally, HwangIM is also 30% owned by

196
Nikko Asset Management Asia (Nikko AM Asia), a wholly-owned subsidiary of Tokyo-based
Nikko Asset Management Co. Ltd, an independent Asian investment management franchise.
HwangIM has approximately RM27 billion of assets under management as at April 10, 2014.

Fortress Capital Asset Management (M) Sdn Bhd

Fortress Capital Asset Management (M) Sdn Bhd (FCAM) is an established, independent asset
management and private investment group that was formed in 2003. FCAM is a licensed fund
manager under the Capital Markets and Services Act 2007 of Malaysia. FCAM manages
investment portfolios for institutional investors and the high net worth segment, providing its
clients with independent access to public and private equity opportunities across the Asia-Pacific
region.

Change in Control of our Company

To our knowledge, save as disclosed in this Prospectus, our Company is not owned or controlled
by any person or government and will not be owned or controlled by any person or government
immediately after the completion of the Offering and the issue of the Cornerstone Shares.

As of the date hereof, we are not aware of any arrangement the operation of which may, at a
subsequent date, result in a change of control of our Company.

197
INTERESTED PERSON TRANSACTIONS AND
POTENTIAL CONFLICTS OF INTEREST

Interested Person Transactions

In general, transactions between our Group (when used in this section, our Group refers to our
Company, our subsidiaries and our associated companies) and any of our interested persons
(namely our Directors, Chief Executive Officer or Controlling Shareholders (including various
members of the Kuok Group (being corporations which are owned or controlled by Mr Kuok Hock
Nien and/or interests associated with him) which own, directly or indirectly, interests aggregating
to more than 30% of the shares of KSL) or the associates of such Directors, Chief Executive
Officer or Controlling Shareholders) would constitute interested person transactions.

Certain terms such as associate, control, Controlling Shareholder and interested person
used in this section have the meanings as provided in the Listing Manual, in the SFR and/or in
accordance with the directions of the SGX-ST, unless the context specifically requires the
application of the definitions in one or the other as the case may be.

In line with the rules set out in Chapter 9 of the Listing Manual, a transaction the value of which
is less than S$100,000 is not considered material in the context of the Offering and is not taken
into account for the purposes of aggregation in this section.

The following represents transactions undertaken by us with our interested persons and their
respective associates within the last three years ended December 31, 2011, 2012 and 2013 and
for the period from January 1, 2014 up to the Latest Practicable Date. We have entered into
certain other transactions with our interested persons which are material in the context of the
Offering, as further disclosed in Interested Person Transactions and Potential Conflicts of Interest
Potential Conflicts of Interest Non-Competition Undertaking.

Save as disclosed below and in Interested Person Transactions and Potential Conflicts of Interest
Potential Conflicts of Interest Non-Competition Undertaking, our Group does not have any
other material transactions with any of its interested persons within the last three years ended
December 31, 2011, 2012 and 2013 and for the period from January 1, 2014 up to the Latest
Practicable Date. Investors, upon purchase and/or subscription of the Offering Shares, are
deemed to have specifically approved these transactions with our interested persons and as such
these transactions are not subject to Rules 905 and 906 of the Listing Manual to the extent that
there are no subsequent changes to the terms of the relevant agreements.

Past Transactions

Details of the past transactions between our Group and interested persons which are material in
the context of the Offering, for the past three years ended December 31, 2011, 2012 and 2013 and
for the period from January 1, 2014 until the Latest Practicable Date are as follows:

Provision of Shipbuilding Services by KSL Group

Our Company, our subsidiaries and our joint ventures have procured shipbuilding services from
KSL Group with respect to 19 vessels which have been delivered as of the Latest Practicable
Date.

198
Further details are set out below.

The terms of the shipbuilding services provided by KSL Group had been negotiated on an arms
length basis, taking into consideration our needs and requirements for such services.

For the
period from
January 1,
2014 until
Year ended Year ended Year ended the Latest
December 31, December 31, December 31, Practicable
2011 2012 2013 Date Total

Shipbuilding costs paid


(US$million)(1) . . . . . . . . 41.3 94.2 58.7 3.4 197.6

Note:

(1) The payments for shipbuilding services relate to 19 vessels, comprising nine AHTS, four PSV and six harbour tugs.
Such shipbuilding costs include, in some instances, the supply of certain specific vessel parts, equipment or vessel
supplies which we wish to have installed on the relevant vessels.

Purchase of Vessel from an Associate of PCL

In June 2013, we purchased a vessel (which is undergoing conversion into an accommodation


vessel as at the Latest Practicable Date) from PT Newship Nusabersama, an associated company
of PCL, for a consideration of approximately US$2.0 million. While no valuation was conducted on
the vessel, the terms of the purchase had been negotiated on an arms length basis, taking into
consideration the market value of similar vessels available for sale in the open market at the
relevant time.

Charter-in of Vessel from an Associate of PCL

We have, in the past, chartered-in one vessel, being a harbour tug, from PT Newship
Nusabersama, an associated company of PCL, for a period commencing from November 2007 to
May 2011. The charter hire paid for the year ended December 31, 2011 was US$0.3 million. The
terms of the charter had been negotiated on an arms length basis, based on normal commercial
terms.

Provision of Shared Services by KSL Group

The KSL Group has provided various shared services (the Initial Shared Services) to our Group
such as:

(i) treasury support services;

(ii) internal audit services;

(iii) information technology services;

(iv) human resource support services;

(v) corporate and legal support services; and

(vi) insurance services.

199
In connection with the provision of these services, KSL Group charged to us the following costs
directly related to the provision of the services (inclusive of a 5% mark-up):

(1) all personnel-related costs of staff assigned to perform the services;

(2) all other cost incurred in relation with and necessary for KSL Group to properly perform the
services; and

(3) all associated costs for the use of the office premises and attendant facilities.

The terms of the Initial Shared Services had been negotiated on an arms length basis.

The amount paid to KSL Group for the Initial Shared Services for the year ended December 31,
2011 was approximately US$4.2 million.

Please see Interested Person Transactions and Potential Conflicts of Interest Present and
On-going Transactions Provision of Shared Services by PCL for further details on the provision
of shared services on or after January 1, 2012.

Provision of Lease Services by an Associate of KSL

Prior to March 7, 2012, we have entered into the following lease arrangements (collectively, the
Initial Leases) for the purposes of leasing our office space at Great World City in Singapore
from Midpoint Properties Limited (Midpoint Properties), an associated company of KSL.

On January 1, 2008, we entered into a novation agreement with Midpoint Properties and an
unrelated third party, for the novation by the unrelated third party to us of the lease of 1 Kim Seng
Promenade #06-01 (Part) Great World City Podium Tower Singapore 237994. The lease was for
a term commencing from January 1, 2008 and expiring on the fifth anniversary of March 7, 2007,
being the original lease commencement date. The monthly rental (including the service charge
and goods and services tax) was S$39,731.03.

On April 18, 2008, we entered into a lease agreement with Midpoint Properties for the lease of 1
Kim Seng Promenade #06-01F Great World City Podium Tower Singapore 237994. The lease was
for a term of 4 years commencing from March 7, 2008 and the monthly rental (including the service
charge and goods and services tax) was S$3,402.60.

On November 7, 2008, we entered into a lease agreement with Midpoint Properties for the lease
of 1 Kim Seng Promenade #06-01A Great World City Podium Tower Singapore 237994. The lease
was for a term of 2 years commencing from January 1, 2009 and the monthly rental (including the
service charge and goods and services tax) was S$16,650.27. On March 17, 2011, we renewed
such lease for a term of 14 months commencing from January 1, 2011 and the monthly rental
(including the service charge and goods and services tax) was S$10,515.96.

On July 29, 2011, we entered into a lease agreement with Midpoint Properties for the lease of 1
Kim Seng Promenade #06-01B Great World City Podium Tower Singapore 237994. The lease was
for a term of 8 months 6 days commencing from July 1, 2011 and the monthly rental (including the
service charge and goods and services tax) was S$4,681.25.

The terms of the Initial Leases had been negotiated on an arms length basis, on normal
commercial terms, taking into consideration comparable market rates for similar premises at the
relevant time.

200
The amounts paid to Midpoint Properties under the Initial Leases for the years ended December
31, 2011 and 2012 were approximately US$0.5 million and US$0.6 million respectively. Please
see Interested Person Transactions and Potential Conflicts of Interest Present and On-going
Transactions Provision of Lease Services by an Associate of KSL for further details on the
extension of the Initial Leases.

Present and On-going Transactions

Details of the present and on-going transactions between our Group and interested persons which
are material in the context of the Offering, for the past three years ended December 31, 2011,
2012 and 2013 and for the period from January 1, 2014 until the Latest Practicable Date are as
follows:

Provision of Shipbuilding and/or Ship Repair and Maintenance Services by KSL Group

Our Company, our subsidiaries and our joint ventures have procured shipbuilding services, for the
construction of new vessels and/or conversion of existing vessels, from KSL Group with respect
to 15 vessels which are pending delivery as of the Latest Practicable Date.

From time to time, we have also procured ship repair and maintenance services from KSL Group
with respect to vessels owned by our Company, our subsidiaries and our joint ventures.

Further details are set out below.

The terms of the shipbuilding and/or ship repair and maintenance services provided by KSL Group
had been negotiated on an arms length basis, taking into consideration our needs and
requirements for such services.

It is our current intention to continue with such or similar arrangements, pursuant to our
Shareholders Mandate (as defined below) following our listing on the SGX-ST. The continuance
or renewal of these arrangements will be subject to the review procedures under our
Shareholders Mandate.

For the
period from
January 1,
2014 until
Year ended Year ended Year ended the Latest
December 31, December 31, December 31, Practicable
2011 2012 2013 Date Total

Shipbuilding costs paid


(US$million)(1) . . . . . . . . 40.1 237.1 45.2 322.4
Ship repair and
maintenance costs paid
(US$million)(2) . . . . . . . . 0.8 4.5 n.m.(3) 5.3

Notes:

(1) The payments for shipbuilding services relate to 15 vessels, comprising three AHTS, four harbour tugs, four
accommodation vessels, two deck cargo barges and two SSAVs. Such shipbuilding costs include, in some
instances, the supply of certain specific vessel parts, equipment or vessel supplies which we wish to have installed
on the relevant vessels.
(2) Excludes ship repair and maintenance costs paid to DDW-PaxOcean Asia Pte. Ltd. (DPA) prior to the acquisition
of DPA by the PCL Group in September 2012.

(3) Not meaningful. The amount was approximately US$85,000.

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Charter-in of Vessels from the PCL Group

We have chartered-in seven vessels (which charters are subsisting as at the Latest Practicable
Date) from DP Marine Pte. Ltd., a subsidiary of PCL. Further details are set out below. The terms
of such charters had been negotiated on an arms length basis.

For the
period from
January 1,
2014 until
Year ended Year ended Year ended the Latest
December 31, December 31, December 31, Practicable
2011 2012 2013 Date Total

Charter hire paid(1)


(US$million) . . . . . . . . . . 0.3 6.2 1.6 8.1

Note:

(1) These payments relate to seven vessels, comprising seven AHTs.

Charter-in of Vessels from an Associate of PCL

We have chartered-in three vessels from PT Newship Nusabersama, an associated company of


PCL. Under the terms of the charter, the charter period is 20 years commencing from November
2007 and we have an option to purchase the relevant vessel at any time from the end of 6 months
from the delivery date at such price as shall be mutually agreed between the parties. Further
details are set out below. The terms of such charters had been negotiated on an arms length
basis. Subsequent to the charter-in of such vessels, these vessels have been chartered out by our
Group.

For the
period from
January 1,
2014 until
Year ended Year ended Year ended the Latest
December 31, December 31, December 31, Practicable
2011 2012 2013 Date Total

Charter hire paid(1)


(US$million) . . . . . . . . . . 0.3 0.3 0.3 n.m.(2) 0.9

Notes:
(1) These payments relate to three vessels, comprising one towing tug and two barges.

(2) Not meaningful. The amount was approximately US$63,300.

Provision of Ship Management Services to and by the MBC Group

On June 10, 2013, we entered into a ship management agreement with PSM Perkapalan Sdn Bhd
(PPSB), a subsidiary of MBC, pursuant to which we will provide ship management services to
PPSB for an annual management fee of approximately US$0.2 million. On the same date, we
entered into a back-to-back ship management agreement with PPSB, pursuant to which PPSB will
provide ship management services to us with respect to POSH Commander for an annual
management fee of approximately US$0.2 million.

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On August 14, 2013, we entered into a ship management agreement with PPSB, pursuant to which
we will provide ship management services to PPSB for an annual management fee of
approximately US$0.2 million. On the same date, we entered into a back-to-back ship
management agreement with PPSB, pursuant to which PPSB will provide ship management
services to us with respect to Pac Bintan for an annual management fee of approximately US$0.2
million.

The terms of the above arrangements had been negotiated on an arms length basis.

It is our current intention to continue with such or similar arrangements, pursuant to our
Shareholders Mandate (as defined below) following our listing on the SGX-ST. The continuance
or renewal of these arrangements will be subject to the review procedures under our
Shareholders Mandate.

The amounts paid by us to PPSB pursuant to such arrangements for the year ended December
31, 2013 and the period from January 1, 2014 until the Latest Practicable Date were
approximately US$0.1 million and US$75,200, respectively. The amounts paid by PPSB to us
pursuant to such arrangements for the year ended December 31, 2013 and the period from
January 1, 2014 until the Latest Practicable Date were approximately US$0.1 million and
approximately US$91,800, respectively.

Purchase of Bunkers from Raffles Bunkering Pte. Ltd.

From time to time, we have purchased bunkers from Raffles Bunkering Pte. Ltd., an associated
company of Wilmar International Limited in which various members of the Kuok Group own,
directly or indirectly, interests aggregating to more than 30%. The amounts paid for the purchase
of bunkers for the years ended December 31, 2011, 2012, 2013 and for the period from January
1, 2014 until the Latest Practicable Date were US$0.6 million, US$1.4 million, US$0.5 million and
US$75,750, respectively.

The terms of the purchase of bunkers had been negotiated on an arms length basis.

It is our current intention to continue with such or similar arrangements, pursuant to our
Shareholders Mandate (as defined below) following our listing on the SGX-ST. The continuance
or renewal of these arrangements will be subject to the review procedures under our
Shareholders Mandate.

Provision of Shared Services by PCL and KSL

On November 6, 2012, we entered into a cost recovery agreement (the 2012 Cost Recovery
Agreement) (which was further amended on January 6, 2014) with PCL pursuant to which PCL
has provided from January 1, 2012 to our Group the following services (the Shared Services),
if and when required:

(a) strategic and commercial management services (which refer mainly to the provision of
financial and commercial oversight by directors of the KSL Group through their regular
interaction with our senior management);

(b) human resources and personnel administration services (which refer mainly to payroll
services and human resource support in the form of assistance in recruitment and appraisal
etc);

(c) office administration services (which refer mainly to office maintenance and cleaning and
liaison with landlord on property-related matters);

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(d) legal and corporate secretarial services;

(e) treasury;

(f) back office processes;

(g) information technology;

(h) internal audit;

(i) insurance; and

(j) bunker procurement services (which refer mainly to the purchase of vessel fuel oil and
marine oil necessary for the operations of vessels).

In connection with the transfer of Shares from PCL to KSL as further described in Dilution, on
March 31, 2014, we have entered into a cost recovery agreement with PCL (the 2014 PCL Cost
Recovery Agreement) pursuant to which the 2012 Cost Recovery Agreement will be terminated
and be replaced by the 2014 PCL Cost Recovery Agreement and PCL will provide to our Group
bunker procurement services, if and when required. In addition, we have also entered into a cost
recovery agreement with KSL (the 2014 KSL Cost Recovery Agreement and together with the
2014 PCL Cost Recovery Agreement, the 2014 Cost Recovery Agreements) pursuant to which
KSL will provide to our Group the Shared Services (save for strategic and commercial
management services and bunker procurement services), if and when required.

The 2014 Cost Recovery Agreements are conditional upon the completion of the transfer of
Shares from PCL to KSL.

Our internal audit function is outsourced to the KSL Group because we believe that such
arrangement capitalises on an economies of scale advantage, which translates into potential cost
savings for us. In addition, we are able to benefit from any other recommendations which the KSL
Group may make in the course of their internal audit of the other companies within the KSL Group.
This is not inconsistent with the Code of Corporate Governance. In particular, Guideline 13.2 of
the Code of Corporate Governance provides that the internal audit function can be in-house,
outsourced to a reputable accounting/auditing firm or corporation, or performed by a major
shareholder, holding company or controlling enterprise with an internal audit staff.

In connection with the provision of these services, each of KSL and PCL will charge to us the
following costs directly related to the provision of the services on a cost-recovery basis (inclusive
of a 5% mark-up):

(1) all personnel-related costs of staff assigned to perform the services;

(2) all other costs incurred in relation with and necessary for KSL or, as the case may be, PCL
to properly perform the services; and

(3) all associated costs for the use of the office premises and attendant facilities.

The costs directly related to the provision of the services are based on the time costs of the
relevant services provided which comprise remuneration and its attendant costs (such as CPF
contributions and insurance) and supporting costs (such as rental and utilities).

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In arriving at the mark-up of 5%, our Company took into account the IRAS Transfer Pricing
Guidelines which provides that to facilitate the relevant taxpayers compliance with the arms
length standard while maintaining a high level of adherence to the arms length principle, and
based on industry norms, IRAS is prepared to accept a mark-up of 5% for certain routine support
activities as a reasonable arms length charge for such services, provided that these routine
support activities that the service provider offers to its related party are not also provided to an
unrelated party. Based on the analysis undertaken and subject to the qualification and
assumptions made in the letter from KPMG CF set out in Appendix B, KPMG CF has confirmed
to our Company that taking into account, among other things, the IRAS Transfer Pricing
Guidelines, such mark up of 5% in respect of the provision of the shared services under the cost
recovery agreements described above is on normal commercial terms and is not prejudicial to the
interests of our Company and our minority Shareholders. Please refer to Appendix B for more
details.

The 2014 Cost Recovery Agreements shall continue until terminated by, amongst others, either
party giving to the other party three months notice in writing of its intention to terminate the
agreement.

The terms of the 2012 Cost Recovery Agreement and the 2014 Cost Recovery Agreements had
been negotiated on an arms length basis.

It is our current intention to continue with such or similar arrangements, pursuant to our
Shareholders Mandate (as defined below) following our listing on the SGX-ST. The continuance
or renewal of these arrangements will be subject to the review procedures under our
Shareholders Mandate.

The amounts paid to PCL pursuant to the 2012 Cost Recovery Agreement for the years ended
December 31, 2012 and 2013 and for the period from January 1, 2014 until the Latest Practicable
Date were approximately US$4.0 million, US$3.6 million and US$48,000 respectively.

Provision of Insurance Services by the PCL Group

On July 31, 2013, we entered into an agreement for insurance services (the Insurance Services
Agreement) with PACC Ship Managers Pte Ltd (PACC Ship Managers), a subsidiary of PCL,
pursuant to which PACC Ship Managers will provide as from January 10, 2010 to our Group
services reasonably necessary for the procurement and maintenance by us of insurance for
certain vessels. Please see Business Insurance for details on the coverage we generally
maintain for our vessels. PACC Ship Managers role is to liaise with the relevant insurers to obtain
such coverage. The choice of insurer is decided by us.

Pursuant to the Insurance Services Agreement, we agree to pay PACC Ship Managers a monthly
fee of US$15,000, which fees shall be subject to annual review.

The terms of the Insurance Services Agreement had been negotiated on an arms length basis and
the monthly fee of US$15,000 was agreed upon on the basis that such amount reflected PCL
Groups recognised cost incurred for the time spent to procure and manage the insurance for our
Companys fleet, with a mark-up of 5%.

We intend to take over this function after the Listing. This is currently expected to take place no
later than December 31, 2014.

The amounts paid to PACC Ship Managers under the Insurance Services Agreement for the years
ended December 31, 2011, 2012 and 2013 and for the period from January 1, 2014 until the Latest
Practicable Date were approximately US$0.2 million, US$0.2 million, US$0.2 million and
approximately US$30,000, respectively.

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Provision of Lease Services by an Associate of KSL

On May 30, 2012, we entered into a lease agreement with Midpoint Properties (the 2012 Lease)
for the lease of 1 Kim Seng Promenade #06-01, #06-01A, #06-01B and #06-01F Great World City
Podium Tower Singapore 237994. The lease is for a term of five years commencing from March
7, 2012 and the monthly rental (including the service charge and goods and services tax) is
S$67,630.42. The lease includes an option to renew for a period of five years commencing from
the date immediately following the expiration of the initial term, at a revised rent and service
charge and upon terms and conditions as shall be mutually agreed.

The terms of the 2012 Lease had been negotiated on an arms length basis, on normal commercial
terms, taking into consideration comparable market rates for similar premises at the relevant time.

It is our current intention to continue with such or similar arrangements, pursuant to our
Shareholders Mandate (as defined below) following our listing on the SGX-ST. The continuance
or renewal of these arrangements will be subject to the review procedures under our
Shareholders Mandate.

The amounts paid to Midpoint Properties under the 2012 Lease for the years ended December 31,
2012 and 2013 and for the period from January 1, 2014 until the Latest Practicable Date were
approximately US$0.6 million, US$0.6 million and US$0.2 million respectively.

General Mandate for Interested Person Transactions

We anticipate that we would, on and after the Listing Date, in the ordinary course of business,
continue to enter into certain transactions with our interested persons (as such term is defined in
the Listing Manual and/or in accordance with the directions of the SGX-ST), including but not
limited to those categories of transactions described below. In view of the time-sensitive nature of
commercial transactions, it would be advantageous for us to obtain a Shareholders mandate to
enter into certain interested person transactions in our normal course of business, provided that
all such transactions are carried out on normal commercial terms and are not prejudicial to the
interests of our Company and our minority Shareholders.

Chapter 9 of the Listing Manual allows a listed company to obtain a mandate from its shareholders
for recurrent interested person transactions which are of a revenue or trading nature or for those
necessary for its day-to-day operations. These transactions may not include the purchase or sale
of assets, undertakings or businesses which are not part of our day-to-day operations.

Pursuant to Rule 920(2) of the Listing Manual, our Company may treat a general mandate as
having been obtained from our Shareholders (the Shareholders Mandate) for us to enter into
interested person transactions with our interested persons if the information required under Rule
920(1)(b) of the Listing Manual is included in this Prospectus. In relation to us, the information
required by Rule 920(1)(b) is as follows:

(i) the class of interested persons with which the Entity At Risk (as defined below) will be
transacting;

(ii) the nature of the transactions contemplated under the mandate;

(iii) the rationale for, and benefit to, the Entity At Risk;

(iv) the methods or procedures for determining transaction prices;

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(v) the independent financial advisers opinion on whether the methods or procedures in (iv)
above are sufficient to ensure that the transactions will be carried out on normal commercial
terms and will not be prejudicial to our Company and the interests of our minority
Shareholders;

(vi) an opinion from our Audit Committee if it takes a different view to the independent financial
adviser;

(vii) a statement from us that we will obtain a fresh mandate from our Shareholders if the methods
or procedures in (iv) above become inappropriate; and

(viii) a statement that the interested person will abstain, and has undertaken to ensure that its
associates will abstain, from voting on the resolution approving the transaction.

The Shareholders Mandate will be effective until the earlier of the following: (i) the conclusion of
our first annual general meeting following our admission to the Official List of the SGX-ST; or (ii)
the first anniversary of the date of our admission to the Official List of the SGX-ST. Thereafter, we
will seek the approval of our Shareholders for a renewal of the Shareholders Mandate at each
subsequent annual general meeting.

Entities At Risk

For the purposes of the Shareholders Mandate, an Entity At Risk means:

(i) our Company;

(ii) a subsidiary of our Company that is not listed on the SGX-ST or an approved exchange; or

(iii) an associated company of our Company that is not listed on the SGX-ST or an approved
exchange, provided that we and our interested person(s) have control over the associated
company.

Classes of Mandated Interested Persons

The Shareholders Mandate will apply to the transactions that are carried out with the following
persons (the Mandated Interested Persons):

(i) our Controlling Shareholders (as such term is defined in the Listing Manual), namely, KSL
and MBC, and the associates of KSL (including PCL) and MBC; and

(ii) Raffles Bunkering Pte. Ltd., an associated company of Wilmar International Limited in which
various members of the Kuok Group own, directly or indirectly, interests aggregating to more
than 30%.

The identities of the Mandated Interested Persons as at the Latest Practicable Date are set out
in Appendix J of this Prospectus.

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Categories of Mandated Transactions

The types of transactions to which the Shareholders Mandate will apply (the Mandated
Transactions) are set out below:

(i) the provision of shipbuilding (together with the provision of related refundment guarantees in
favour of our Group), ship repair, ship conversion and maintenance and dry-docking
services, to our Group;

(ii) the provision of management services relating to vessels including inspection of vessels,
periodic drydocking supervision, routine and casualty repairs, engagement and provision of
crew, to and/or by our Group;

(iii) the sale and/or purchase of vessel parts, equipment, bunkers, consumables and such other
vessel supplies required by the vessels (including the provision of services for the sale
and/or purchase of such vessel supplies), to and/or by our Group;

(iv) the provision of:

(1) services as crewing agents for our Groups vessels to recruit and provide crew for
employment on the vessels and ancillary services; and

(2) manning services including acting as crew manager, dealing with engagement and
provision of crew for the vessels, attending to all matters pertaining to discipline, labour
relations, welfare and amenities of such crew and ensuring that such crew are suitably
qualified,

to and/or by our Group;

(v) the provision and/or obtaining of vessel chartering services (including vessel chartering
services relating to harbour towage operations and marine salvage operations), to and/or by
our Group;

(vi) the provision of shipping agency services, to our Group;

(vii) the provision of shared services, including the following services, to our Group (other than
as envisaged in any agreement in force between our Group and the Mandated Interested
Persons):

(1) strategic and commercial management services;

(2) human resources and personnel administration services;

(3) office administration services;

(4) legal and corporate secretarial services;

(5) treasury services;

(6) back office processes;

(7) information technology services;

(8) internal audit;

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(9) insurance services; and

(10) bunker procurement services;

(viii) the leasing and/or rental for the use of properties; and

(ix) the provision or obtaining of such other products and services which are incidental to or in
connection with the provision or obtaining of products and services in sub-paragraphs (i) to
(viii) above.

Rationale for and benefits of the Shareholders Mandate

The Shareholders Mandate and its subsequent renewal on an annual basis would eliminate the
need to convene separate general meetings from time to time to seek Shareholders approval as
and when potential interested person transactions with a specific class of Mandated Interested
Persons arise, thereby substantially reducing administrative time and expenses in convening such
meetings, without compromising the corporate objectives or any strategic advantage and
adversely affecting the business opportunities available to us. These transactions may be
constrained by their time-sensitive and confidential nature, and it may be impractical to seek
Shareholders approval on a case-by-case basis before entering into them.

Our Group should have access to all available markets, products and services with Mandated
Interested Persons and other parties. We benefit from the Mandated Transactions through the
synergies that are derived from the Mandated Interested Persons global network and expertise.
Transacting with the Mandated Interested Persons enhances our ability to explore beneficial
business opportunities. As such, the Shareholders Mandate is important to the success and
viability of our Group.

The Shareholders Mandate is intended to facilitate transactions in the normal course of our
business which are transacted from time to time with the specified classes of Mandated Interested
Persons, provided that they are carried out on our normal commercial terms and are not
prejudicial to our Company and our minority Shareholders.

In accordance with the requirements of Chapter 9 of the Listing Manual, we will: (a) disclose in our
Companys annual report the aggregate value of (i) shipbuilding and ship conversion services
(Shipbuilding and Ship Conversion Services), and (ii) transactions (other than Shipbuilding
and Ship Conversion Services) (Other Mandated Transactions), conducted with Mandated
Interested Persons pursuant to the Shareholders Mandate during the financial year (as well as in
the annual reports for subsequent financial years that the Shareholders Mandate continues to be
in force). Such disclosure will be in the form set out in Rule 907 of the Listing Manual; and (b)
announce the aggregate value of (i) Shipbuilding and Ship Conversion Services; and (ii) Other
Mandated Transactions, conducted with Mandated Interested Persons pursuant to the
Shareholders Mandate for the financial periods that it is required to report on pursuant to Rule 705
of the Listing Manual (which relates to quarterly reporting by listed companies) within the time
required for the announcement of such report. Such disclosure will also be in the form set out in
Rule 907 of the Listing Manual. We will also provide background information on the relevant
number and type of vessels with respect to Shipbuilding and Ship Conversion Services provided
to our Group.

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Review Procedures for Mandated Transactions with Mandated Interested Persons

We have an internal control system in place to ensure that Mandated Transactions with the
Mandated Interested Persons are made on normal commercial terms and consistent with our
Groups usual policies and practices.

In particular, the following review procedures have been implemented:

(i) The employees of our Group will be notified of the identities of the Mandated Interested
Persons and will be required, prior to entering into such transactions, to ensure that all the
Mandated Transactions are consistent with our Groups normal business practices and
policies, and (in the case of services provided by our Group) on terms not more favourable
to the Mandated Interested Persons than those generally available to the public or (in the
case of services provided by the Mandated Interested Persons) on terms not less favourable
to our Group than those generally available to the public, as the case may be, and are not
detrimental to the minority shareholders.

(ii) The transaction prices and terms will be determined as follows:

Shipbuilding and Ship Conversion Services

The transaction prices and terms will be determined based on the prevailing market rates
which will, in turn, be determined by market forces, demand and supply, specifications and
other relevant factors. These factors will include, but will not be limited, to the ability of the
relevant shipyard to construct vessels of required specifications, to accept orders and to
deliver on time, the quality of the vessels constructed by the relevant shipyard, and the
financial capability of the relevant shipyard. The transaction price will also be determined
based on benchmarking information. Such information may be based on available market
intelligence on vessels with comparable specifications. Generally, benchmarking will be
made by comparing publicly-available information including industry databases operated by
independent third parties and transaction prices for other similar transactions by unrelated
third parties, to the extent that such prices have been announced or are publicly available,
or against previous similar transactions that we have entered into in the past. The transaction
price and terms will be no less favourable to the relevant Entity At Risk than what is available
in the market, having regard to all relevant factors. The transaction price and terms will be
subject to the prior approval of our Audit Committee (unless the transaction is of a value of
less than US$1,000,000 as further described below). In assessing and considering the
proposed transaction, our Audit Committee may request for additional information. For
instance, if the relevant benchmarking information is not publicly available, our Audit
Committee may request for market benchmarking information from subscription-based
industry databases or valuation guidance from independent third party brokers or valuers.

Other Mandated Transactions

The transaction prices and terms are determined based on the prevailing market rates which
are determined by market forces, demand and supply, specifications and other relevant
factors. Where practical and feasible, quotations may be obtained from unrelated third
parties for similar or substantially similar transactions, products or services to determine
whether the price and terms offered to/by the Mandated Interested Persons are fair and
reasonable. The transaction price and terms will be no more favourable to the relevant
Mandated Interested Person (where products or services are provided to the Mandated
Interested Person) or, as the case may be, no less favourable to the relevant Entity At Risk
(where products or services are obtained from the Mandated Interested Person) than what
is available in the market, having regard to all relevant factors. Where it is impracticable or
unfeasible for quotes to be obtained from unrelated third parties, the transaction price will be

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based on prevailing market rates agreed upon under similar commercial terms for
transactions with third parties, business practices and policies and on terms which are
generally in line with industry norms to ensure that the transaction is not detrimental to our
Group.

As an illustration, where services are provided by our Group, it may be impracticable or


unfeasible to obtain quotations from unrelated third parties if the prevailing market rates or
prices are not available due to the nature of the services to be provided or due to the
prevailing business conditions. Also as an illustration, where services or products are
provided to our Group, it may be impracticable or unfeasible to obtain quotations from
unrelated third parties if there are no unrelated third party vendors of similar services or
products, if the service or product is proprietary, if there are confidentiality issues or timing
constraints over the provision of services or products by unrelated third party vendors, or if
the prevailing market rates or prices are not available due to the nature of the services or
products to be provided or due to the prevailing business conditions. For instance, in the
case of shared services, there may be cases where there are no unrelated third party
vendors who can provide a one-stop range of required shared services.

(iii) All transactions will be reviewed and approved according to our Groups prevailing internal
financial authority limit. In particular, any transaction of a value of up to US$1,000,000 will be
subject to the prior approval of our Chief Financial Officer and any transaction of a value
exceeding US$1,000,000 will be subject to the prior approval of our Audit Committee. All
transactions will also be reviewed monthly by our Companys finance department to identify
the Mandated Transactions and ensure that they are within our Shareholders Mandate. If
any person has an interest in a transaction, he will abstain from any deliberation and
decision-making in respect of the said transaction.

(iv) The annual internal audit plan will incorporate a quarterly review of the Mandated
Transactions entered into pursuant to our Shareholders Mandate to ensure that the review
procedures in respect of the Mandated Transactions are adhered to.

(v) Our Audit Committee will review the report on Mandated Transactions prepared on a
quarterly basis by our Companys finance department to ascertain that relevant procedures,
guidelines and policies established to monitor the Mandated Transactions have been
complied with.

(vi) Our Board of Directors and our Audit Committee will have the overall responsibility for the
determination of the review procedures, including any addition or variation thereto, where
applicable. Our Board of Directors and our Audit Committee may also appoint individuals or
committees within our Company to examine the Mandated Transactions as they deem
appropriate. If a member of our Board of Directors or our Audit Committee has an interest in
a transaction, he will abstain from any deliberation and decision-making by our Board of
Directors or our Audit Committee in respect of the said transaction.

(vii) A register of Mandated Transactions carried out with Mandated Interested Persons
(recording the basis, including quotations (if available) or, in the case of Shipbuilding and
Ship Conversion Services, benchmarking information or such other additional information as
may be requested by our Audit Committee (such as market benchmarking information or
valuation guidance) (as further described above) obtained to support such basis, on which
they are entered into) will be maintained by our Companys finance department to capture,
on a monthly basis, all Mandated Transactions which are entered into pursuant to the
Shareholders Mandate.

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(viii) Disclosure will be made in the quarterly announcements and the annual report of our
Company in respect of the Mandated Transactions in accordance with Chapter 9 of the
Listing Manual.

If during any of the reviews by our Audit Committee, our Audit Committee is of the view that the
review procedures for Mandated Transactions have become inappropriate or insufficient in the
event of changes to the nature of, or manner in which, the business activities of our Group, our
joint ventures or the Mandated Interested Persons are conducted, or the review procedures for
Mandated Transactions are not sufficient to ensure that the Mandated Transactions are conducted
on normal commercial terms and will not be prejudicial to the interests of our Company and our
minority Shareholders, we will revert to Shareholders for a fresh general mandate based on new
review procedures so that Mandated Transactions are conducted on normal commercial terms
and will not be prejudicial to the interests of our Company and our minority Shareholders.

Review of Non-Mandated Interested Person Transactions and Review by Audit Committee

All other existing and future interested person transactions not subject to the Shareholders
Mandate will be reviewed and approved according to our Groups prevailing internal financial
authority limit and the requirements under Chapter 9 of the Listing Manual, to ensure that they are
carried out on normal commercial terms and are not prejudicial to the interests of our Company
and our minority Shareholders. In particular, any transaction of a value of up to US$1,000,000 will
be subject to the prior approval of our Chief Financial Officer and any transaction of a value
exceeding US$1,000,000 will be subject to the prior approval of our Audit Committee. In the event
that such interested person transactions require the approval of our Board of Directors according
to our Groups prevailing internal financial authority limit and our Audit Committee (in the case of
a transaction of a value exceeding US$1,000,000), relevant information will be submitted to our
Board of Directors and our Audit Committee for review. In assessing and considering the proposed
transactions, our Board of Directors and our Audit Committee may request for additional
information. For example, with respect to the 2012 Cost Recovery Agreement and the 2014 Cost
Recovery Agreements, our Audit Committee may request for a confirmation from the auditors of
KSL or, as the case may be, PCL that the costs directly related to the provision of the services are
based on the time costs of the relevant services provided. In the event that such interested person
transactions require the approval of our Shareholders, additional information may be required to
be presented to Shareholders and an independent financial adviser may be appointed for an
opinion.

A register of such interested person transactions will be maintained by our Companys finance
department to capture, on a monthly basis, all such interested person transactions. All
transactions will also be reviewed monthly by our Companys finance department. Our Audit
Committee will also review the report on such transactions prepared on a quarterly basis by our
Companys finance department to ascertain that relevant procedures, guidelines and policies
established to monitor such transactions have been complied with.

Our Audit Committee will also review all interested person transactions to ensure that the
prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are
complied with.

Opinion of the Independent Financial Adviser

KPMG CF has been appointed as our independent financial adviser pursuant to Rule 920(1)(b)(v)
of the Listing Manual, to opine on whether the methods and review procedures, as set out above,
are sufficient to ensure that the Mandated Transactions will be carried out on normal commercial
terms and will not be prejudicial to the interests of our Company and our minority Shareholders.

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Based on the analysis undertaken and subject to the qualifications and assumptions made in the
letter from KPMG CF set out in Appendix C, KPMG CF is of the opinion that the current methods
and procedures for determining the transaction prices of the Interested Person Transactions,
(including the Shipbuilding and Ship Conversion Services) if applied strictly, are sufficient to
ensure that the transactions will be carried out on normal commercial terms, and will not be
prejudicial to the interests of our Company and our minority Shareholders. Please refer to
Appendix C for more details.

Potential Conflicts of Interest

Mr. Seow Kang Hoe, Gerald

Mr. Seow Kang Hoe, Gerald (our Chief Executive Officer) is an executive director of PCL and
certain subsidiaries of PCL and KSL. For the avoidance of doubt, he is not the chief executive
officer of PCL or KSL.

Mr. Seow is responsible for overseeing the KSL Groups shipyard activities and PCLs subsidiaries
that are involved in, amongst others, liner/breakbulk operations and he provides oversight and
overall strategic direction to the relevant operating subsidiaries of PCL involved in such
operations. He is not involved in the day-to-day management of the shipyard activities and the
operations of these subsidiaries. The shipyard activities and operations of each of PCLs
subsidiaries are managed separately by the executive director and management team of each of
such subsidiaries. Although Mr. Seow is a member of the board of directors of PACC Container
Line Pte Ltd (PACL), the subsidiary of PCL involved in the liner/breakbulk business, the
day-to-day operations are managed by an executive director of PACL. In respect of shipyard
operations, Mr. Seow is a member of the board of directors of DPA, which is engaged in shipyard
operations. As a board member of DPA, Mr. Seow will provide oversight and overall strategic
direction to the DPA group of companies. He is not involved in the day-to-day management of the
operations of these subsidiaries as that is performed by the chief operating officer of DPA. In
addition, DPA has recruited a senior executive as of mid July 2013 who has served years of
experience at the senior level in the shipyard sector. While there is currently no fixed deadline for
the transition of this senior executive to head the DPA group, it is the objective of the DPA group
to establish and integrate such role of the senior executive to support and supplement the role of
the DPA board of directors as soon as practicable. Mr. Seow is also a member of the board of
directors of PaxOcean Engineering Zhoushan Co., Ltd and PaxOcean Engineering Zhuhai Co.,
Ltd, both of which are subsidiaries of KSL involved in shipyard operations. Each of PaxOcean
Engineering Zhoushan Co., Ltd and PaxOcean Engineering Zhuhai Co., Ltd has a chief executive
officer who is responsible for the day-to-day management of the operations.

We believe that there does not exist any conflict of interest arising from the foregoing for the
following reasons:

(a) The operations of each of PCL and KSL (excluding our Group) do not compete with the
business of our Group. The PCL Groups core activities include ship management, and
owning and operating bulk carriers, container feeder vessels, tankers, gas carriers and
liner/breakbulk vessels whereas KSL is an investment holding company with investments in
PCL, trading of scrap steel, sugar, fertilisers, chemicals, shipyards and provision of
warehousing and storage services;

(b) Mr. Seow will have sufficient time to discharge his responsibilities. In particular, Mr. Seow
expects to allocate the majority of his time towards his role as Chief Executive Officer of our
Company. Please also see Management Service Agreements for further details.

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Notwithstanding such multiple directorships of Mr. Seow, our Nominating Committee believes
that Mr. Seow is able to devote sufficient time and resources to discharge his duties as our
Chief Executive Officer. In this regard, our Nominating Committee considered and discussed
with Mr. Seow the scope of services to be provided by him, as well as the frequency of the
meetings of our Board of Directors. Mr. Seow is fully aware of the commitment required of
him in his role as our Chief Executive Officer and has each confirmed that he is able to
devote sufficient time and resources to discharge his duties as our Chief Executive Officer;
and

(c) KSL has provided a non-competition undertaking in our favour as further described below.

In this regard, our Company is of the view that Mr. Seows continuing appointment as our Chief
Executive Officer is necessary and in the best interests of our Group for the following reasons:

(i) our Group will benefit from leveraging on Mr. Seows significant shipping industry
experience; and

(ii) Mr. Seow was instrumental in developing the offshore marine services business under our
Company since 2006 and has more than 40 years of experience in the shipping industry
(including 15 years of sea-going experience and more than 20 years of senior management
experience). Mr. Seows expertise and experience enables us to continue to identify,
evaluate and capitalise on market opportunities and to better anticipate industry trends and
invest in relevant assets to respond to customers needs.

Others

In September 2012, the PCL Group acquired a 67% shareholding interest in DPA. The remaining
33% shareholding interest in DPA is held by Drydocks World LLC, an independent third party. The
DPA group owns four shipyards (one in Singapore and three in Batam, Indonesia), and it has
credentials in rig building, shipbuilding, ship repair, drillship re-activation, life extension and repair
and conversion. Incidental to DPAs shipyard activities, DPAs assets include a fleet of more than
100 vessels comprising tankers, AHTs, tug boats (the bulk of which are 2,400 BHP and under),
and various types of barges (for example cargo barge, hopper barge, oil barge and work barge).
At the relevant time when PCL Group acquired the 67% shareholding interest, approximately 5%
of these vessels are of the same classes of vessels held by our Group. Over time as vessels in
the fleet are disposed by the DPA group, the percentage of vessels of the same classes of vessels
held by our Group will decrease. As at the Latest Practicable Date, the PCL Group has transferred
its 67% shareholding interest in DPA to KSL and save for two vessels, the remaining DPA groups
vessels comprise vessels that are of a different type from those that are held by our Group and
these do not compete with the business of our Group. The two vessels are also of lower quality
and in addition, the DPA group lacks the requisite HSEQA certification allowing it to commercially
market such vessels and in this regard, the DPA group relies on our Group to commercially deploy
such vessels and our Group will deploy such vessels in a manner such that they do not compete
with our Groups vessels.

To leverage on our Groups stronger marketing capabilities for such vessels, the DPA group
currently engages our Group to manage and market these similar vessels for a fee, and our Group
may charter these vessels from the DPA group if appropriate for its operations. Where possible,
the DPA group may also engage our Group to market the other vessels (which are not similar to
those held by our Group) for a fee.

The PCL Groups acquisition of the DPA group was principally motivated by its desire to acquire
the DPA groups shipyards to complement KSLs diversification into shipyard activities in China.
While the DPA group (prior to PCLs acquisition) was insolvent and had going concern issues, it
nonetheless had the track record and reputation in delivering around 500 vessels across all major

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vessels classes over the past decade. The DPA groups network and track record was viewed by
KSL and the PCL Group as valuable to enhance its status in the shipbuilding sector. The PCL
Group viewed the DPA groups fleet as not core to the business of the DPA group. As a matter of
comparison, PCL had valued the DPA groups fleet at approximately US$30 million at the time of
the acquisition and the commercial intention was to dispose of the vessels eventually. To date, the
DPA groups fleet has been reduced from the original fleet size of 140 vessels (at the time of PCLs
acquisition of the DPA group) to its 110 vessels as the Latest Practicable Date. There are no
intentions to increase the fleet, as it is not a core activity for the DPA group.

The terms of the shareholders agreement relating to DPA provides for certain reserved matters
that would require the consent of each shareholder of DPA. In particular, any material change to
the business of the DPA group as a whole such that it ceases to be principally involved in ship
building, ship repair, ship conversion and other marine related business would require the
approval of each shareholder of DPA.

In addition, PCL and certain of our Directors hold, whether directly or by way of deemed interest,
less than 5.0% in quoted or listed securities of companies that are in similar business as our
Group. However, PCL and such Directors are not involved in the day-to-day management or
operations of such companies.

Save as disclosed above, none of our direct and indirect Controlling Shareholders or our Directors
or their respective associates has any interest in any corporation carrying on the same business
or dealing in similar businesses as us.

Non-Competition Undertaking

On April 7, 2014, KSL provided a non-competition undertaking (the Non-Competition


Undertaking) in our favour, whereby KSL has undertaken that it shall not, and shall procure its
existing and future subsidiaries not to, whether directly or indirectly, engage in, carry on (whether
alone or in partnership or joint venture with anyone else) or otherwise be interested in (whether
as trustee, principal, agent, shareholder, unitholder or in any other capacity) the Relevant
Business (as defined below), save that the undertaking shall not be construed as prohibiting KSL
or any of their subsidiaries from:

(a) having an interest in an existing joint venture which may also be involved in the Relevant
Business where such joint ventures are not wholly-owned by KSL and whose other
shareholder(s) is/are third parties who are not interested persons of our Company for the
purposes of the Listing Manual, provided that KSL shall on a best endeavours basis, if
competing situations arise, obtain consent from its joint venture partner not to undertake any
competing activities. In this regard, the DPA groups vessels do not compete with the
business of our Group or will be deployed in a manner such that they do not compete with
our Groups vessels (as described in Potential Conflicts of Interests Others). Save for
the foregoing, KSL and its existing subsidiaries do not have an interest in an existing joint
venture which may also be involved in the Relevant Business where such joint ventures are
not wholly-owned by KSL and whose other shareholder(s) is/are third parties who are not
interested persons of our Company for the purposes of the Listing Manual;

(b) acquiring, owning or holding an interest in a Relevant Business vessel which is acquired,
owned or held together with our Group (whether in partnership or joint venture). The intention
of this provision is to allow the KSL Group to acquire offshore assets or vessels together with
our Group. Such arrangement is intended to enable our Group to have access to larger
investment opportunities (for example, acquisitions of more or larger offshore assets that
require higher investment costs) by sharing the investment risks with the KSL Group in
respect of such larger investments. Any transaction between our Group and the KSL Group
will be an interested person transaction and will be subject to the rules applicable thereto; or

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(c) the holding, for investment purposes, of a shareholding interest of less than 5.0% in quoted
or listed securities in companies that are in similar business as our Group, provided that KSL
does not have involvement in the day-to-day management or operations of such companies.

Relevant Business is defined as the following existing business segments that we operate or will
operate within the specified classes of assets, as defined and described in this Prospectus:

(i) offshore supply vessels (including the provision of services to support midwater to deepwater
operations of rig and oilfield operators during the exploration, development, construction and
production phases);

(ii) transportation and installation (including the provision of services to support marine
contractors in transportation, construction and maintenance of oilfield infrastructure and
pipelines);

(iii) offshore accommodation (including owning and operating vessels that provide
accommodation, workshop and storage facilities in offshore oilfields for offshore construction
and/or maintenance operations); and

(iv) harbour services (including the provision of harbour towage operations and heavy lift
services to shipyards engaged in the construction, and repair and conversion of ships and
offshore drilling units, and other offshore structures and topside production and processing
facilities) and emergency response (including the provision of services, equipment and
personnel for salvage, wreck removal, rescue and oil spill response operations globally).

For the avoidance of doubt, the Relevant Business shall not include the KSL Business (being the
business of investment holding with investments in PCL, trading of scrap steel, sugar, fertilisers,
chemicals, shipyards and provision of warehousing and storage services), the PCL Business
(being the business of shipping with core activities in ship management, and owning and operating
bulk carriers, container feeder vessels, tankers, gas carriers and liner/breakbulk vessels) and
KSLs shareholding interest in our Company.

The Non-Competition Undertaking shall commence on the Listing Date and be effective until the
earlier of the following events: (i) our Company ceases to be listed on the SGX-ST, or (ii) KSL,
together with its associates in aggregate, ceases to be a Controlling Shareholder of our Company.

The terms of the Non-Competition Undertaking had been negotiated on an arms length basis.

Mitigation

In addition to the Non-Competition Undertaking described above, we also believe that any
potential conflicts of interests, whether with KSL, PCL or otherwise (including those arising from
the Mandated Transactions mentioned above), are mitigated as follows:

(a) our Directors have a duty to disclose their interests in respect of any contract, proposal,
transaction or any other matter whatsoever in which they have any personal material interest,
directly or indirectly, or any actual or potential conflicts of interest (including conflicts of
interest that arise from their directorship(s) or executive position(s) or personal investments
in any other corporation(s)) that may involve them. Upon such disclosure, such Directors
shall not participate in any proceedings of our Board of Directors, and shall in any event
abstain from voting in respect of any such contract, arrangement, proposal, transaction or
matter in which the conflict of interest arises, unless and until our Audit Committee has
determined that no such conflict of interest exists. Hence, Mr. Seow will abstain from
participating in any proceedings involving transactions with KSL or PCL, as the case may be;

216
(b) our Audit Committee is required to examine the internal procedures put in place by our
Company to determine if such procedures put in place have become inappropriate or
insufficient in the event of changes to the nature of, or manner in which, the business
activities of our Group, our joint ventures or the interested persons are conducted, or if they
are sufficient to ensure that interested person transactions are conducted on normal
commercial terms and will not be prejudicial to our Company and our minority Shareholders;

(c) our Audit Committee will review any actual or potential conflicts of interest that may involve
our Directors as disclosed by them to our Board. Upon disclosure of an actual or potential
conflict of interests by a Director, our Audit Committee will consider whether a conflict of
interests does in fact exist. A Director who is a member of our Audit Committee will not
participate in any proceedings of our Audit Committee in relation to the review of a conflict
of interests relating to him. The review will include an examination of the nature of the conflict
and such relevant supporting data, as our Audit Committee may deem reasonably necessary;

(d) our Audit Committee will also monitor the investments in our customers, suppliers and
competitors made by our Directors, Controlling Shareholders and their respective associates
who are involved in the management of or have shareholding interests in similar or related
business of our Company (to the extent as disclosed by them to our Audit Committee) and
make assessments on whether there are any potential conflicts of interest;

(e) upon our listing on the SGX-ST, we will be subject to Chapter 9 of the Listing Manual in
relation to interested person transactions. The objective of these rules is to ensure that our
interested person transactions do not prejudice the interests of our Shareholders as a whole.
These rules require us to make prompt announcements, disclosures in our annual report
and/or seek Shareholders approval for certain material interested person transactions. Our
Audit Committee may also have to appoint independent financial advisers to review such
interested person transactions and opine on whether such transactions are conducted on
normal commercial terms and will not be prejudicial to our interests and the interests of our
minority Shareholders. Under the Listing Manual, our Shareholders Mandate is required to
be renewed at each annual general meeting and disclosure must be made in our annual
report of the aggregate value of interested person transactions conducted pursuant to such
mandate during each financial year, and in the annual reports for the subsequent years
during which such mandate is in force. We must also adopt a new mandate if for any reason
the review procedures under our current Shareholders Mandate have become inappropriate
or insufficient in the event of changes to the nature of, or manner in which, the business
activities of our Group, our joint ventures or the Mandated Interested Persons are conducted,
or the review procedures for Mandated Transactions are not sufficient to ensure that the
Mandated Transactions are conducted on normal commercial terms and will not be
prejudicial to the interests of our Company and our minority Shareholders;

(f) notwithstanding the appointment of certain of our Directors at the request of certain of our
Controlling Shareholders as described in Management Family Relationship/Arrangement
or Understanding, our Directors owe fiduciary duties to us, including the duty to act in good
faith and in our best interests. In addition, a Director may only disclose information (not
otherwise available to him) which he has obtained in his capacity as a director, to the
Controlling Shareholder whose interests he represents, when certain conditions stipulated in
Section 158 of the Companies Act are met. These conditions are that: the relevant director
declares at a meeting of the Directors the person to whom such information is to be disclosed
and particulars of such information; our Board authorises him to make such disclosure; and
the disclosure will not be likely to prejudice us. Therefore, any non-public information
regarding us that any of our Directors wishes to disclose to the Controlling Shareholder
whose interests he represents can only be so disclosed if our Board authorises such
disclosure and our Board is satisfied that such disclosure will not be likely to prejudice us.

217
Our Directors are also subject to a duty of confidentiality that precludes a Director from
disclosing to any third party (including any of our Shareholders or their associates)
information that is confidential; and

(g) our Audit Committee will, following the listing of our Company on the SGX-ST, undertake the
following additional responsibilities:

(i) review on a periodic basis the framework and processes established above for the
implementation of the terms of the Non-Competition Undertaking in order to ensure that
such framework and processes remain appropriate; and

(ii) review and assess from time to time the prevailing processes put in place to manage
any material conflicts of interest with the KSL Group and consider, where appropriate,
the additional measures for the management of such conflicts.

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SHARE CAPITAL

Our Company was incorporated in Singapore on March 7, 2006 under the Companies Act as a
private company limited by shares under the name of PACC Offshore Pte. Ltd. On October 23,
2007, we changed our name to PACC Offshore Services Holdings Pte. Ltd. On April 2, 2014, we
were converted into a public company limited by shares and changed our name to PACC Offshore
Services Holdings Ltd.

PCL has in 2013 transferred 3,730,000 existing Shares (before adjusting for the Share Split and
Consolidation) to certain of their group employees (including certain of our Directors (namely, Mr.
Seow Kang Hoe, Gerald, Mr. Teo Joo Kim and Mr. Wu Long Peng) and Executive Officers (namely,
Mr. Lee Keng Lin, Mr. Chai Ulva, Mr. Ng Eng Khin and Mr. Sim Hee Ping)), pursuant to the exercise
of options granted by PCL to such persons. In 2014, PCL has purchased 6,150,000 Shares (before
adjusting for the Share Split and Consolidation) from an ex-Shareholder, Singa Star Pte Ltd. Save
for the foregoing and except as described in this section and in Dilution, there were no significant
changes in the percentage of ownership in our Company in the last three years prior to the Latest
Practicable Date.

In addition, in December 2013 and March 2014, PCL has agreed to sell, and KSL has agreed to
purchase, 150,286,642 Shares (or such equivalent number of Shares after adjusting for any
subsequent bonus issue, consolidation or subdivision of Shares, including the Share Split and
Consolidation), less (a) any Shares that may be sold by PCL pursuant to the exercise of the
Over-allotment Option, and (b) any of the 2,112,500 Shares (or such equivalent number of Shares
after adjusting for any subsequent bonus issue, consolidation or subdivision of Shares, including
the Share Split and Consolidation) which are held by certain of KSLs group employees, and which
are not transferred to PCL (pursuant to the exercise of the right of PCL to have any of such Shares
transferred itself or to its order) prior to completion, in other words, up to 1,127,149,815 Shares
(after adjusting for the Share Split and Consolidation). The transfer is to be completed as soon as
practicable after the Listing Date. See Dilution for further details.

As at December 31, 2013, the date of our most recent balance sheet, our issued and paid-up
share capital was US$530,975,000 comprising 197,650,000 Shares.

Details of the changes in our issued and paid-up share capital in the last three years prior to the
Latest Practicable Date and the resultant issued and paid-up share capital immediately after the
Offering and the issue of the Cornerstone Shares are set out below:

Issue price Resultant Issued


Date Purpose of Issue per Share No. of Shares Share Capital

November 15, To raise working US$4.00 37,500,000 RCPS US$380,975,000


2012 capital (comprising
160,150,000
ordinary shares)

US$150,000,000
(comprising
37,500,000
RCPS)
December 9, Conversion of (1) 37,500,000 US$530,975,000
2013 RCPS Shares (comprising
197,650,000
ordinary shares)

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Issue price Resultant Issued
Date Purpose of Issue per Share No. of Shares Share Capital

March 28, 2014 Share Split and 1,284,725,000 US$530,975,000


Consolidation Shares (comprising
1,482,375,000
ordinary shares)
Immediately after The Offering and S$1.15 337,625,000 US$836,698,425 (2)
the Offering and the issue of the (comprising
the issue of the Cornerstone 1,820,000,000
Cornerstone Shares ordinary shares)
Shares

Notes:

(1) No consideration was paid as the Shares were issued pursuant to the conversion of our RCPS at the ratio of one
Share for each RCPS which was in turn issued at an issue price of US$4.00 each.
(2) Based on gross issue price per Share of S$1.15 converted into U.S. dollars at the exchange rate of
S$1.27=US$1.00.

Except as described above, there has been no change in our issued and paid-up share capital in
the last three years prior to the Latest Practicable Date.

On March 28, 2014 and April 14, 2014, our Shareholders passed resolutions to approve, inter alia,
the following:

(a) the conversion of our Company into a public company limited by shares and the adoption of
a new set of Articles of Association;

(b) the change of our name to PACC Offshore Services Holdings Ltd.;

(c) the sub-division of each ordinary share in the capital of our Company into fifteen Shares (the
Share Split);

(d) contingent upon the Share Split, the consolidation of every two ordinary shares in the capital
of our Company into one Share (the Consolidation);

(e) that pursuant to Section 161 of the Companies Act, authority be given to our Directors to:

(i) issue Shares whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, 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 person(s)
as the Directors may in their absolute discretion deem fit; and

(notwithstanding the authority conferred by such authority may have ceased to be in force)
issue Shares in pursuance of any Instrument made or granted by our Directors while such
authority was in force,

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provided that:

(1) the aggregate number of Shares to be issued pursuant to such authority (including new
Shares to be issued in pursuance of Instruments made or granted pursuant to such
authority) shall not exceed 50.0% of the total number of issued Shares in the capital of
our Company excluding treasury shares (as calculated in accordance with sub-
paragraph (2) below), of which the aggregate number of Shares to be issued other than
on a pro rata basis to shareholders of our Company may not exceed 20.0% of the total
number of issued Shares in the capital of our Company excluding treasury shares (as
calculated in accordance with sub-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
sub-paragraph (1) above, the percentage of issued Shares in the capital of our
Company shall be based on the total number of issued Shares in the capital of our
Company excluding treasury shares immediately following the close of the Offering and
the issue of the Cornerstone Shares, 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 such authority is passed; and

(B) any subsequent bonus issue, consolidation or subdivision of shares in the capital
of our Company;

(3) in exercising the authority conferred by such authority, our 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 our Articles of Association; and

(4) (unless revoked or varied by our Company in general meeting) the authority conferred
by such authority shall continue in force until the conclusion of the next annual general
meeting of our Company or the date by which the next annual general meeting of our
Company is required by law to be held, whichever is the earlier; and

(f) that authority be given to our Directors to issue Shares and offer the same to such persons,
on such terms and conditions and with such rights or restrictions as they may think fit to
impose, in connection with the Offering, the cornerstone subscriptions and the admission of
our Company to the Official List of the SGX-ST;

(g) the adoption of the POSH Share Option Plan and the POSH Performance Share Plan and
that authority be given to our Directors to allot and issue new Shares as may be required to
be issued pursuant to the exercise