C IRCULAR DATED 1 AUGUST 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in the capital of Marco Polo Marine Ltd. (the Company ) held through The Central Depository (Pte) Limited ( CDP ), you need not forward this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your shares represented by physical share certifi cate(s), you should at once hand this Circular to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. MARCO POLO MARINE LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 200610073Z) CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED CHANGE OF AUDITORS IMPORTANT DATES AND TIMES:- Last date and time for lodgement of Proxy Form : 20 August 2014 at 10:30 a.m. Date and time of Extraordinary General Meeting : 22 August 2014 at 10:30 a.m. Place of Extraordinary General Meeting : Pacifi c Room, 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324
CONTENTS PAGE NO. LETTER TO SHAREHOLDERS... 5 1. INTRODUCTION... 5 2. THE PROPOSED CHANGE OF AUDITORS... 6 3. AUDIT COMMITTEE STATEMENT... 8 4. DIRECTORS RESPONSIBILITY STATEMENT... 8 5. DIRECTORS RECOMMENDATION... 8 6. EXTRAORDINARY GENERAL MEETING... 8 7. ACTIONS TO BE TAKEN BY SHAREHOLDERS... 8 8. CONSENTS... 8 9. DOCUMENTS AVAILABLE FOR INSPECTION... 9 NOTICE OF EXTRAORDINARY GENERAL MEETING... 10 PROXY FORM 2
DEFINITIONS In this Circular, the following defi nitions apply throughout unless otherwise stated: AGM : Annual general meeting of the Company Articles : Articles of association of the Company associated company : A company in which at least twenty per cent (20%) but not more than fi fty per cent (50%) of its shares are held by the Company or the Group Audit Committee : The audit committee of the Company for the time being Auditors : The auditors of the Company Board : The board of Directors of the Company for the time being CDP : The Central Depository (Pte) Limited Circular : This Circular to Shareholders dated 1 August 2014 Companies Act : The Companies Act (Chapter 50) of Singapore, as amended, modifi ed or supplemented from time to time Company : Marco Polo Marine Ltd. Crowe Horwath : Crowe Horwath First Trust LLP Directors : The directors of the Company as at the date of this Circular EGM : The extraordinary general meeting of the Company to be held at 10:30 a.m. on 22 August 2014 at Pacifi c Room, 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324, notice of which is set out on page 10 of this Circular Listing Manual : The listing manual of the SGX-ST, or the rules contained therein, as amended, modifi ed or supplemented from time to time Management : The management of the Company Mazars : Mazars LLP Memorandum : Memorandum of association of the Company Notice of EGM : The notice of the EGM as set out on page 10 of this Circular Proposed Change of : The proposed change of auditors of the Company from Crowe Auditors Horwath to Mazars SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : Registered holders of Shares except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the persons whose direct securities accounts maintained with CDP are credited with the Shares Shares : Ordinary shares in the capital of the Company 3
DEFINITIONS % : Per centum or percentage S$, $ and Singapore cents : Singapore dollars and Singapore cents respectively Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned under the Companies Act, the Listing Manual or any modifi cation thereof and used in this Circular shall have the meaning assigned to it under the Companies Act, the Listing Manual or any modifi cation thereof, as the case may be. Any reference to a time of day in this Circular shall be a reference to Singapore time unless stated otherwise. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. 4
LETTER TO SHAREHOLDERS MARCO POLO MARINE LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 200610073Z) Directors: Registered Office: Mr. Lee Wan Tang (Executive Chairman) 66 Kallang Pudding Road, Mr. Sean Lee Yun Feng (Chief Executive Offi cer) #05-01 Hor Kew Business Centre Ms. Liely Lee (Executive Director) Singapore 349324 Mdm. Lai Qin Zhi (Non-executive Director) Mr. Lim Han Boon (Lead Independent Director) Mr. Sim Swee Yam Peter (Independent Director) Mr. Lee Kiam Hwee Kelvin (Independent Director) 1 August 2014 To: The Shareholders of the Company Dear Sir / Madam PROPOSED CHANGE OF AUDITORS 1. INTRODUCTION The Board proposes to convene an EGM to seek Shareholders approval for the proposed change of Auditors of the Company from Crowe Horwath First Trust LLP ( Crowe Horwath ) to Mazars LLP ( Mazars ) (the Proposed Change of Auditors ). The Company s current Auditors, Crowe Horwath, have been the Auditors since the listing of the Company in 2007. Crowe Horwath was re-appointed as the Auditors at the last AGM of the Company held on 27 January 2014 to hold offi ce until the conclusion of the next AGM. Pursuant to mutual agreement between the Company and Crowe Horwath, Crowe Horwath has submitted its notice of resignation to the Company on 14 July 2014, pursuant to which Crowe Horwath has informed the Company that they intend to resign as Auditors of the Company. The Company proposes that Mazars be appointed in place of Crowe Horwath for the fi nancial year ending 30 September 2014. The resignation of Crowe Horwath as the Auditors of the Company and the appointment of Mazars as the new Auditors of the Company will take effect upon the approval of the Shareholders at the EGM. The Board thanks Crowe Horwath for its professional services and support in the past years. The appointment of Mazars as the new Auditors of the Company was proposed after having considered the factors set out in Rule 712(1) of the Listing Manual and the opinions of the Directors, as well as various considerations arising from, inter alia, the Group s ongoing expansion of its core business to include offshore and rig chartering services. The rationale for the Proposed Change of Auditors is set out in further detail under Section 2.1 of this Circular. The Directors (in consultation with the Audit Committee) are of the opinion that Mazars will be able to meet the audit requirements of the Group. The purpose of this Circular is to provide Shareholders with information pertaining to the aforesaid Proposed Change of Auditors, and to seek Shareholders approval in respect of the same at the EGM to be held at 10:30 a.m. on 22 August 2014 at Pacifi c Room, 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324, the notice of which is set out on page 10 of this Circular. 5
LETTER TO SHAREHOLDERS 2. THE PROPOSED CHANGE OF AUDITORS 2.1 Rationale for the Proposed Change of Auditors The Company has, to date, no concerns with the discharge by Crowe Horwath of the audit function. Notwithstanding the foregoing, the Proposed Change of Auditors is recommended by the Audit Committee for the following reasons: (a) (b) the Audit Committee has given due consideration to the Group s ongoing expansion of its core business as an integrated marine logistics group to include, inter alia, the provision of offshore and rig chartering services. As such, the Audit Committee concurs with the view of Management that the appointment of Mazars, given its signifi cant experience in the shipping sector, would be an appropriate choice; and Crowe Horwath have been the Auditors since the listing of the Company in 2007. In light of the foregoing, the Audit Committee concurs with the view of Management that a change of Auditors would enable the Company to benefi t from fresh perspectives and views of new Auditors. The Board, after reviewing the credentials of leading audit firms, has accepted the Audit Committee s recommendation and proposes the appointment of Mazars in place of Crowe Horwath as the Auditors of the Company, subject to the approval of the Shareholders at the EGM. Upon the appointment, Mazars will hold offi ce until the conclusion of the next AGM of the Company. 2.2 Opinion of the Audit Committee The Audit Committee has reviewed and deliberated, and after taking into consideration the suitability of Mazars and compliance with the Listing Manual, has recommended the Proposed Change of Auditors. 2.3 Opinion of the Directors The Directors have taken into account the Audit Committee s recommendation and considered the following factors: (a) (b) (c) (d) (e) the adequacy of the resources and experience of Mazars; the audit engagement partner assigned to the audit; the other audit engagements of Mazars; the size and complexity of the Group s operations; and the number and experience of supervisory and professional staff assigned to the audit of the fi nancial statements of the Group, and are of the opinion that Mazars will be able to meet the audit requirements of the Group under Rule 712 of the Listing Manual. Accordingly, the Directors recommend the appointment of Mazars as the Auditors in place of Crowe Horwath. 6
LETTER TO SHAREHOLDERS 2.4 Rule 1203(5) of the Listing Manual In accordance with Rule 1203(5) of the Listing Manual, the Company confi rms that: (a) (b) there were no disagreements with Crowe Horwath on accounting treatments within the last 12 months; it is not aware of any circumstances connected with the Proposed Change of Auditors that should be brought to the attention of the Shareholders which has not been disclosed in this Circular; (c) the specifi c reasons for the Proposed Change of Auditors are as disclosed in Section 2.1 above; and (d) it is in compliance with Rule 712 and Rule 715 of the Listing Manual in relation to the appointment of Mazars. Crowe Horwath has confi rmed to Mazars that it is not aware of any professional reason why Mazars should not accept the appointment as Auditors. Requirements under Rule 715 of the Listing Manual Following the approval of the Shareholders for the Proposed Change of Auditors, Mazars will become the Auditors of the Group in place of Crowe Horwath. It is the intention of the Board, upon the recommendation of the Audit Committee, that subject to the approval of the Shareholders being obtained for the Proposed Change of Auditors at the EGM, and following the appointment of Mazars as the Auditors, the auditors for the Company s subsidiaries and signifi cant associated company would be changed to Mazars as well. The Board and the Audit Committee of the Group are satisfi ed that the appointment of Mazars as aforementioned would not compromise the standard and effectiveness of the audit of the Group. 2.5 Information on Mazars LLP Mazars is an audit and advisory practice offering audit and assurance, tax, consultancy and outsourced accounting and payroll services. Mazars is headquartered in Paris, France, in 72 countries, with over 13,800 partners and staff. Mazars in Singapore comprises 11 partners and 150 staff. Previously part of the Moores Rowland International network of fi rms, Mazars in Singapore has over 25 years of providing audit and advisory services to local and international fi rms. It merged with Moores Rowland in 2007 to become Mazars Moores Rowland, before becoming Mazars LLP in 2009. Mazars in Singapore possesses specialised industry knowledge and has extensive technical expertise in the shipping industry. Mr Dominique Tan is the audit engagement partner who will be assigned to the audit of the Group. Mr Tan is a practising member of the Institute of Singapore Chartered Accountants and a public accountant registered with the Accounting and Corporate Regulatory Authority of Singapore. Mr Tan has more than 11 years of experience in public accounting fi rms in Singapore (including PwC Singapore), in connection with the audit of both multi-national companies and public listed companies. Mr Tan s clients listed on the SGX-ST include China Fibretech Ltd and China Taisan Tech Group Holdings Ltd, while Mr Tan s main shipping clients include the Walleneus-Wilhelmsen Group, BW Group Limited, BW Gas Limited, BW Offshore Limited, Rubicon Offshore Group, Hapag Lloyd and the Thoresen Group. Mr Tan holds a Bachelor s degree in Accountancy (Hons) from Nanyang Technological University. 7
LETTER TO SHAREHOLDERS 3. AUDIT COMMITTEE STATEMENT The Audit Committee has reviewed the Proposed Change of Auditors and recommends the appointment of Mazars in place of Crowe Horwath, having satisfi ed itself of the suitability of Mazars and ensuring compliance with the Listing Manual. 4. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confi rm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Change of Auditors, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/ or reproduced in the Circular in its proper form and context. 5. DIRECTORS RECOMMENDATION Having considered the rationale and benefi t of the Proposed Change of Auditors, the Directors are of the opinion that the Proposed Change of Auditors is in the best interests of the Company. Accordingly, the Directors recommend that the Shareholders vote in favour of the ordinary resolution in respect of the Proposed Change of Auditors at the EGM. 6. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 10 of this Circular, will be held at 10:30 a.m. on 22 August 2014 at Pacifi c Room, 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324, for the purpose of considering, and if thought fi t, passing with or without any modifi cations, the ordinary resolution set out in the Notice of EGM. 7. ACTIONS TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and who wish to appoint a proxy to attend and vote at the EGM on their behalf should complete, sign and return the proxy form attached to the Notice of EGM in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the Company s registered offi ce at 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324 not less than 48 hours before the time fi xed for the EGM. The appointment of a proxy by a Shareholder does not preclude him from attending and voting in person at the EGM if he wishes to do so. A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak and vote thereat unless he is shown to have Shares entered against his name in the Depository Register, as certifi ed by the CDP, as at 48 hours before the EGM. 8. CONSENTS Crowe Horwath has, by way of a letter of consent dated 29 July 2014 (the Crowe Horwath Consent Letter ), given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and all references thereto, in the form and context in which they appear in this Circular. Mazars has, by way of a letter of consent dated 29 July 2014 (the Mazars Consent Letter ), given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and all references thereto, in the form and context in which they appear in this Circular. 8
LETTER TO SHAREHOLDERS 9. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at the registered offi ce of the Company during normal business hours from the date of this Circular up to and including the date of the EGM: (a) the Memorandum and Articles of Association of the Company; (b) the annual report of the Company in respect of the fi nancial year ended 30 September 2013; (c) the notice of resignation dated 14 Jul 2014, pursuant to which Crowe Horwath has informed the Company that they intend to resign as auditors of the Company; (d) the professional clearance letter issued by Crowe Horwath to Mazars dated 15 July 2014; (e) the consent to act as Auditors from Mazars dated 15 July 2014; (f) (g) the Crowe Horwath Consent Letter; and the Mazars Consent Letter. Yours faithfully For and on behalf of Marco Polo Marine Ltd. Lee Wan Tang Executive Chairman 9
NOTICE OF EXTRAORDINARY GENERAL MEETING MARCO POLO MARINE LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 200610073Z) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the EGM ) of the shareholders of Marco Polo Marine Ltd. (the Company ) will be held at 10.30 a.m. on 22 August 2014 at Pacifi c Room, 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324, for the purpose of considering and, if thought fi t, passing (with or without modifi cations) the following resolution: All capitalised terms in this notice, which are not defi ned herein, shall have the same meanings ascribed to them in the Circular to Shareholders of the Company dated 1 August 2014 (the Circular ). ORDINARY RESOLUTION: PROPOSED CHANGE OF AUDITORS That approval be and is hereby given to the Directors of the Company: (a) (b) to appoint Mazars LLP as auditors of the Company in place of Crowe Horwath First Trust LLP to hold offi ce until the conclusion of the next annual general meeting at a fee to be agreed between the Directors and Mazars LLP; and to take such steps and exercise such discretion and do all such acts and things as any Director may deem desirable, necessary, advisable or expedient to give effect to the matters set out in (a) above. By Order of the Board Lawrence Kwan Company Secretary 1 August 2014 General Notes: 1. A Shareholder of the Company (other than CDP) entitled to attend and vote at the EGM and who is the holder of two or more Shares is entitled to appoint not more than two proxies to attend and vote in his stead by completing and signing the proxy form. 2. A proxy need not be a Shareholder of the Company. 3. A Shareholder which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. 4. The proxy form must be completed, signed and deposited at the registered offi ce of the Company at 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324 not less than 48 hours before the time set for the EGM or any adjournment thereof. 10
PROXY FORM MARCO POLO MARINE LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 200610073Z) Important: 1. For investors who have used their CPF monies to buy Marco Polo Marine Ltd shares, this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. I/We (Name) NRIC/Passport No. of (Address) being a shareholder/member of Marco Polo Marine Ltd. (the Company ) hereby appoint: Name NRIC/Passport No. Proportion of shareholdings No. of Shares % Address and/or (delete as appropriate) Name NRIC/Passport No. Proportion of shareholdings No. of Shares % Address or failing whom the Chairman of the Extraordinary General Meeting as *my/our proxy/proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll at the Extraordinary General Meeting of the Company to be convened at 10:30 a.m. on 22 August 201 4 at Pacifi c Room, 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324. *I/We direct *my/our proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specifi c direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/her/their discretion, as *he/she/they will on any other matter arising at the Extraordinary General Meeting. ORDINARY RESOLUTION To approve the Proposed Change of Auditors To be used on a show of hands For (1) Against (1) No. of votes for (2) To be used in the event of a poll No. of votes against (2) Notes: (1) Please indicate your vote For or Against with a tick within the box provided. (2) If you wish to exercise all your votes For or Against, please indicate with a tick within the box provided. Alternatively, please indicate the number of votes as appropriate. Dated this day of 2014. Total Number of Shares Held CDP Register Register of Members Signature(s) of Member(s) or Common Seal of Corporate Member IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM
PROXY FORM Notes: 1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead. 2. Where a member appoints more than one proxy, he/she should specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy and if no percentage is specifi ed, the fi rst named proxy shall be treated as representing 100 per cent of the shareholding and the second named proxy shall be deemed to be an alternate to the fi rst named. 3. A proxy need not be a member of the Company. 4. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defi ned in Section 130A of the Companies Act, Cap. 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members of the Company, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number of Shares. If no number is inserted, this form of proxy will be deemed to relate to all the Shares held by you. 5. The instrument appointing a proxy or proxies must be deposited at the registered offi ce of the Company at 66 Kallang Pudding Road, #05-01 Hor Kew Business Centre, Singapore 349324 not less than 48 hours before the time set for the Extraordinary General Meeting. 6. The instrument appointing a proxy or proxies must be under the hand of the appointor or by his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised offi cer. 7. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 8. A corporation which is a shareholder of the Company may, in accordance with Section 179 of the Companies Act, Cap. 50 of Singapore, authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the Extraordinary General Meeting. 9. The Company shall be entitled to reject the instrument appointing a proxy or proxies, if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed on the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies if a shareholder of the Company, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.