Circular dated 20 December 2021

This Circular is important and requires your immediate attention. Please read it carefully.

If you are in doubt about its contents or the action that you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other independent professional adviser immediately.

If you have sold or transferred all your ordinary shares in the share capital of NauticAWT Limited (the "Company"), you should immediately inform the purchaser or the transferee or to the stockbroker, bank or agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee that this Circular (together with the Notice of EGM and accompanying Proxy Form) may be accessed via SGXNET.

This Circular has been prepared by the Company and has been reviewed by the Company's sponsor, UOB Kay Hian Private Limited (the "Sponsor") for compliance with the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist. This Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including the accuracy, completeness, or correctness of any of the statements or opinions made or reports contained in this Circular.

The contact person for the Sponsor is Mr Lance Tan, Senior Vice President, at 8 Anthony Road #01-01, Singapore 229957, telephone: +65 6590 6881.

NauticAWT Limited

(Incorporated in the Republic of Singapore)

(Company Registration Number: 201108075C)

Circular to Shareholders

in relation to the

Proposed Change of Auditors of the Company from Foo Kon Tan LLP to BDO LLP

Important Dates and Times:

Last date and time for lodgement of Proxy Form

:

2 January 2022 at 10:00 a.m. (Singapore Time)

Date and time of Extraordinary General Meeting

:

4 January 2022 at 10:00 a.m. (Singapore Time)

Place of the Extraordinary General Meeting

: The Extraordinary General Meeting will be held by way of

electronic means

TABLE OF CONTENTS

PAGE

DEFINITIONS ................................................................................................................................

1

LETTER TO SHAREHOLDERS

1.

INTRODUCTION .....................................................................................................................

4

2.

THE PROPOSED CHANGE OF AUDITORS ..........................................................................

4

3.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS ...................................

7

4.

AUDIT COMMITTEE'S RECOMMENDATION ........................................................................

7

5.

DIRECTORS' RECOMMENDATION.......................................................................................

7

6.

DIRECTORS' RESPONSIBILITY STATEMENT .....................................................................

7

7.

EXTRAORDINARY GENERAL MEETING ..............................................................................

8

8.

ACTION TO BE TAKEN BY SHAREHOLDERS .....................................................................

8

9.

DOCUMENTS AVAILABLE FOR INSPECTION .....................................................................

9

APPENDIX A - ALTERNATIVE ARRANGEMENTS ....................................................................

A-1

APPENDIX B - WRITTEN STATEMENT......................................................................................

B-1

NOTICE OF EXTRAORDINARY GENERAL MEETING ...............................................................

N-1

PROXY FORM

DEFINITIONS

In this Circular, the following definitions apply throughout unless the context requires otherwise or unless otherwise stated:

"Accountants Act": The Accountants Act, Chapter 2 of Singapore, as may be amended, supplemented or modified from time to time

"ACRA"

: The Accounting and Corporate Regulatory Authority of Singapore

"AGM"

: The annual general meeting of the Company

"Audit Committee"

: The audit committee of the Company, comprising Mr Kenny Lim

Yeow Hua (Chairman), Dr Kunchit Singsuwan and Dr Aphichat

Sramoon as at the date of this Circular

"Board"

: The board of directors of the Company as at the date of this Circular

or from time to time, as the case may be

"BDO"

:

BDO LLP

"Catalist Rules"

: The SGX-ST Listing Manual Section B: Rules of Catalist, as may be

amended, supplemented or modified from time to time

"Catalist"

: The sponsor-supervised listing platform of the SGX-ST

"CDP

: The Central Depository (Pte) Limited

"Circular"

: This circular to Shareholders dated 20 December 2021 in relation

to the Proposed Change of Auditors

"Companies Act"

: The Companies Act, Chapter 50 of Singapore, as may be amended,

supplemented or modified from time to time

"Company"

:

NauticAWT Limited

"Constitution"

:

The constitution of the Company, as may be amended,

supplemented or modified from time to time

"Director"

: A director of the Company as at the date of this Circular or from time

to time, as the case may be

"EGM"

: The extraordinary general meeting of the Company to be convened

and held, notice of which is set out on page N-1 of this Circular

"FKT"

: Foo Kon Tan LLP

"FY"

: Financial year ended or ending 31 December, as the case may be

"Group"

: The Company and its subsidiaries collectively

"Latest Practicable Date"

: 7 December 2021, being the latest practicable date prior to the

issue of this Circular

"Notice of EGM"

: The notice of EGM which is set out on page N-1 of this Circular

"Ordinary Resolution"

:

The ordinary resolution as set out in the Notice of EGM

1

DEFINITIONS

"Professional Clearance

: The professional clearance letter dated 5 November 2021 from FKT

Letter"

addressed to BDO

"Proposed Change of

:

The proposed change of auditors of the Company from FKT to BDO

Auditors"

"Proxy Form"

: The proxy form in respect of the EGM which is attached to this

Circular

"Securities Accounts"

: The securities accounts maintained by Depositors with CDP, but

not including the securities accounts maintained with a Depository

Agent

"SFA"

: The Securities and Futures Act, Cap. 289 of Singapore, as may be

amended, supplemented or modified from time to time

"SGX-ST"

: Singapore Exchange Securities Trading Limited

"Shareholders"

: The registered holders of Shares, except that where the registered

holder is CDP, the term "Shareholders" in relation to Shares held by

CDP shall mean the persons named as Depositors in the

Depository Register maintained by CDP and to whose Securities

Accounts such Shares are credited

"Shares"

: Ordinary shares in the share capital of the Company

"Sponsor"

: UOB Kay Hian Private Limited

"Substantial Shareholder"

: A person who has an interest or interests in one or more voting

Shares in the Company and the total votes attached to that Share,

or those Shares, is not less than 5% of the total votes attached to

all the voting Shares in the Company

"%"

:

Per centum or percentage

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the same meanings ascribed to them respectively in Section 81SF of the SFA.

The terms "associated company" and "subsidiary" shall have the same meanings ascribed to them in the Catalist Rules and the Companies Act, as the case may be.

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 or term defined under the Companies Act, the SFA, the Catalist Rules or any statutory modification thereof and used in this Circular shall, where applicable, have the same meaning ascribed to it under the Companies Act, the SFA, the Catalist Rules or any statutory modification thereof, as the case may be, unless the context requires otherwise.

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 to a time of day or date in this Circular shall be a reference to Singapore time and dates, unless otherwise stated.

Any discrepancies in the figures in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them.

2

DEFINITIONS

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

3

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NauticAWT Ltd. published this content on 20 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2021 09:59:06 UTC.