Federal International 2000 : Ltd Circular dated 1 December 2023

CIRCULAR DATED 1 DECEMBER 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

This Circular is issued by Federal International (2000) Ltd (the "Company", together with its subsidiaries, the "Group").

If you are in any doubt in relation to this Circular or as to the course of 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 the Company held through The Central Depository (Pte) Limited (the "CDP"), you need not forward this Circular, the Notice of Extraordinary General Meeting ("EGM") and the accompanying Proxy Form 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 in the capital of the Company represented by physical share certificate(s), you should immediately forward this Circular, together with the Notice of EGM and the accompanying Proxy Form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Circular, together with the Notice of EGM and accompanying Proxy Form, has been made available on SGXNET at URL: https://www.sgx.com/securities/company-announcementsand can be accessed on the Company's website at URL: https://federal-int.com.sg. Printed copies of this Circular, the Notice of EGM and the accompanying Proxy Form will be despatched to Shareholders.

The Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements made, reports contained, or opinions expressed in this Circular.

FEDERAL INTERNATIONAL (2000) LTD

(Incorporated in the Republic of Singapore)

(Company Registration Number: 199907113K)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED ACQUISITION OF SHARES IN PT GUNANUSA UTAMA FABRICATORS

AND PT SUPERKRANE MITRA UTAMA TBK. AS A MAJOR TRANSACTION UNDER

CHAPTER 10 OF THE LISTING MANUAL

IMPORTANT DATES AND TIMES:
Last date and time for lodgment of Proxy Form	:	16	December 2023, Saturday at 10.00 a.m.
Date and time of Extraordinary General Meeting	:	18	December 2023, Monday at 10.00 a.m.
Place of Extraordinary General Meeting	:	12	Chin Bee Drive, Singapore 619868

	CONTENTS
		PAGE
DEFINITIONS	2
LETTER TO SHAREHOLDERS	7
1.	INTRODUCTION	7
2.	THE PROPOSED ACQUISITIONS AS A MAJOR TRANSACTION	10
3.	RATIONALE FOR THE PROPOSED ACQUISITIONS	15
4.	SALIENT TERMS OF THE PRINCIPAL AGREEMENT	15

5. RELATIVE FIGURES COMPUTED PURSUANT TO RULE 1006 OF THE LISTING

	MANUAL . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
6.	FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS	20
7.	INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS	21
8.	DIRECTORS' SERVICE CONTRACTS	22
9.	DIRECTORS' RECOMMENDATIONS	22
10.	EXTRAORDINARY GENERAL MEETING	22
11.	ACTIONS TO BE TAKEN BY SHAREHOLDERS	23
12.	DIRECTORS' RESPONSIBILITY STATEMENT	23
13.	CONSENT .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
14.	DOCUMENTS AVAILABLE FOR INSPECTION	24
APPENDIX A	-	VALUATION SUMMARY LETTER	25
APPENDIX B	-	DETAILS OF SHAREHOLDERS, DIRECTORS OF PTG AND SK .	31
APPENDIX C	-	KEY FINANCIALS OF PTG	32
APPENDIX D	-	KEY FINANCIALS OF SK	46
APPENDIX E	-	TRADING VOLUME OF SK FOR THE TRAILING 3 MONTHS AS
			AT 14 SEPTEMBER 2023	54
NOTICE OF EXTRAORDINARY GENERAL MEETING	55

1

DEFINITIONS

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

General
"Azmil Share Pledge"	:	Has the meaning ascribed to it in Section 4.4of this
		Circular
"Cash Sale Shares"	:	Has the meaning ascribed to it in Section 4.1of this
		Circular
"Circular"	:	This circular to Shareholders dated 1 December 2023
		issued by the Company
"CPFIS"	:	CPF Investment Scheme
"Companies Act"	:	The Companies Act 1967 of Singapore, as amended,
		modified or supplemented from time to time
"Consideration Shares"	:	The treasury shares in SK acquired with the Promissory
		Note as described in Section 4.1of this Circular
"Deed of Settlement"	:	The deed of settlement for a loan between Azmil and the
		Company dated 27 July 2023, as may be amended from
		time to time.
"Definitive Agreements"	:	The sale and purchase agreement in respect of the
		Consideration Shares; the Azmil Share Pledge; the Deed of
		Settlement; and other ancillary agreements as may be
		required arising out of or in connection with the Principal
		Agreement, and "Definitive Agreement" shall mean any of
		them
"EGM"	:	The extraordinary general meeting of Shareholders to be
		held on 18 December 2023 at 10:00 a.m., notice of which
		is set out on pages 55 to 57 of this Circular
"EPS"	:	Earnings per share
"FY2021"	:	Financial year ended 31 December 2021
"FY2022"	:	Financial year ended 31 December 2022
"Latest Practicable Date"	:	27 November 2023, being the latest practicable date prior
		to the finalisation of this Circular
"Listing Manual"	:	The listing manual of the SGX-ST and its relevant rules, as
		amended, modified or supplemented from time to time

2

		DEFINITIONS
"Loan"	:	Has the meaning ascribed to it in Section 1.1(b)of this
		Circular
"Notice of EGM"	:	The notice of the EGM set out on pages 55 to 57 of this
		Circular
"Non-Cash Sale Shares"	:	Has the meaning ascribed to it in Section 4.1of this
		Circular
"NTA"	:	Net tangible assets
"Principal Agreement"	:	Has the meaning ascribed to it in Section 1.1of this
		Circular
"Promissory Note"	:	Has the meaning ascribed to it in Section 4.1of this
		Circular
"Proposed Acquisitions"	:	The proposed acquisitions by the Company of the
		Settlement Shares as described in Section 1.1of this
		Circular
"Proxy Form"	:	The proxy form in respect of the EGM as attached to this
		Circular
"PTG Acquisition"	:	Has the meaning ascribed to it in Section 1.4of this
		Circular
"PTG Settlement Shares"	:	The 39,500 shares in PTG to be acquired by the Company
		pursuant to the Deed of Settlement
"Sale Shares"	:	Has the meaning ascribed to it in Section 4.1of this
		Circular
"Settlement Shares"	:	The shares to be received by the Company in settlement of
		the Loan as further detailed in Section 1.1of this Circular
"Securities Account"	:	A securities account maintained by a Depositor with CDP
		(but does not include a securities sub-account maintained
		with a Depository Agent)
"SFA"	:	The Securities and Futures Act 2001 of Singapore, as
		amended, modified or supplemented from time to time
"SK Acquisition"	:	Has the meaning ascribed to it in Section 1.4of this
		Circular
"SK Settlement Shares"	:	The 175,813,499 shares in SK to be acquired by the
		Company pursuant to the Deed of Settlement

3

DEFINITIONS

"SGXNET"	:	Singapore	Exchange	Network,	the	corporate
		announcement system maintained by the SGX-ST for the
		submission of information and announcements by listed
		companies
"Shares"	:	Ordinary shares in the issued share capital of the Company
"Share Sale & Purchase"	:	Has the meaning ascribed to it in Section 1.1(a)of this
		Circular
"Share S&P Completion"	:	Has the meaning ascribed to it in Section 4.6(b)of this
		Circular
"SRS"	:	Supplementary Retirement Scheme
"Valuation Date"	:	28 February 2023
"Valuation Summary	:	A summary of the Valuation Report set out in Appendix A to
Letter"		this Circular
"Valuation Report"	:	Valuation report issued by BDO Advisory Pte. Ltd. in
		relation to the valuation of 39,500 shares in PTG,
		representing 27.4% shareholding in PTG, as at the
		Valuation Date for the purpose of the Proposed
		Acquisitions, a summary of which is set out in the Valuation
		Summary Letter

Companies, Persons, Organisation and Agencies

"Azmil"	:	Pak Azmil Rahman
"Board" or "Directors"	:	The directors of the Company as at the date of this Circular
"Company"	:	Federal International (2000) Ltd
"CDP"	:	The Central Depository (Pte) Limited
"CPF"	:	Central Provident Fund
"Darpin"	:	Ir Darpin Manggus
"Globrant"	:	Globrant Investment Inc
"Group"	:	The Company and its subsidiaries, collectively
"Iman Taufik and Family"	:	Nani Yurniati Taufik, Reny Anggraeni, Aria Adiputra, Dian
		Adriani, being the heirs of the late Mr Iman Taufik
"Independent Valuer"	:	BDO Advisory Pte. Ltd.

4

		DEFINITIONS
"MA Anshori"	:	MA Anshori A Djabbar
"Parties"	:	Parties to the Principal Agreement, namely the Company,
		the Vendors, PTG and SK
"PTG"	:	PT Gunanusa Utama Fabricators
"SGX-ST"	:	Singapore Exchange Securities Trading Limited
"Shareholders"	:	The registered holders of Shares, except that where the
		registered holder is CDP, the term "Shareholders" shall, in
		relation to such Shares, mean the Depositors in the
		Depository Register and whose Securities Accounts
		maintained with CDP are credited with those Shares
"SK"	:	PT Superkrane Mitra Utama Tbk
"Vendors"	:	Azmil, MA Anshori, Aria Adiputra (acting for and on behalf
		of Iman Taufik and Family), Globrant and Darpin (acting for
		and on behalf of other PTG's shareholders apart from the
		aforementioned shareholders and the Company), and
		"Vendor" shall mean any of them
Currencies, Units and Others
"%" or "per cent."	:	Percentage or per centum
"S$"	:	Singapore dollars, being the lawful currency of Singapore
"IDR"	:	Indonesian rupiah, being the lawful currency of the
		Republic of Indonesia
"US$"	:	US Dollars, being the lawful currency of the United States
		of America

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

The term "controlling shareholders" shall have the meaning ascribed to it in the Listing Manual.

The term "subsidiary" shall have the same meaning ascribed to it in Section 5 of the Companies Act. Except where specifically defined, the terms "we", "us" and "our" in this Circular refer to the Group.

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 gender and VICE VERSA. References to persons shall, where applicable, include corporations.

5

DEFINITIONS

Any discrepancies in tables included herein between the amounts in the columns of the tables and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Any reference in this Circular to any enactment is a reference to that statute or enactment for the time being amended or re-enacted up to the Latest Practicable Date. Any term defined under the Companies Act, the SFA or the Listing Manual or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or the Listing Manual or any statutory modification thereof, as the case may be unless otherwise provided.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated.

As at the Latest Practicable Date, there are 140,667,484 issued Shares of the Company (excluding treasury shares). The Company hold 100,000 treasury shares.

In this Circular, unless otherwise stated, conversions of US$ into S$ are based on an exchange rate of US$1 to S$1.3413, and conversions of IDR into S$ are based on an exchange rate of IDR 1 to S$0.0000862. The exchange rate is for reference only. No representation is made by the Company that any amount in US$ or IDR has been, could have been or could be converted at the above rate or at all.

Cautionary Note on Forward-Looking Statements

All statements other than statements of historical facts included in this Circular are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "expect", "anticipate", "believe", "estimate", "intend", "project", "plan", "strategy", "forecast", and similar expressions or future or conditional verbs such as "if", "will", "would", "should", "could", "may" and "might". These statements reflect the Company's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information.

Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders should not place undue reliance on such forward-looking statements. Further, the Company disclaims any responsibility to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other regulatory or supervisory body or agency.

6

LETTER TO SHAREHOLDERS

FEDERAL INTERNATIONAL (2000) LTD

(Incorporated in the Republic of Singapore)

(Company Registration Number: 199907113K)

Board of Directors	Registered Office
Koh Kian Kiong (Executive Chairman and Chief Executive Officer)	12 Chin Bee Drive,
Maggie Koh (Executive Director)	Singapore 619868
Hoon Tai Meng (Lead Independent Director)
Heng Yeow Teck (Independent Director)
Murali Krishna Ramachandra (Independent Director)

Date: 1 December 2023

To: The Shareholders of Federal International (2000) Ltd

Dear Sir/Madam

THE PROPOSED ACQUISITION OF SHARES IN PT GUNANUSA UTAMA FABRICATORS AND PT SUPERKRANE MITRA UTAMA TBK. AS A MAJOR TRANSACTION UNDER CHAPTER 10 OF THE LISTING MANUAL

1. INTRODUCTION

1.1 Background on the Proposed Acquisitions

On 26 June 2023, the Board announced that the Company had, on the same day, entered into a principal agreement ("Principal Agreement") for:

1. the sale and purchase of shares in PTG ("Share Sale & Purchase") with the Vendors and PT Superkrane Mitra Utama Tbk. ("SK"), acting as the purchaser. Pursuant to the Share S&P Completion (as defined below), (i) SK had acquired 70.00% of the shares in PTG from the Vendors (including 50,586 PTG shares previously held by Azmil); and (ii) Azmil had received 213,813,499 shares in SK as consideration; and
2. the settlement of a loan of a principal amount of S$13,021,740 (the "Loan") between Azmil (as the borrower) and the Company (as the lender), whereby following the Share S&P Completion, Azmil shall as full and final settlement of the Loan, transfer to the Company (i) the remaining 39,500 PTG shares, and (ii) certain SK shares held by him (collectively, the "Settlement Shares"). The Loan was extended to Azmil, a shareholder of PTG, with the intention of creating more opportunities for the Group and PTG to work together in relation to tenders for regional projects where PTG is an approved vendor for regional oil majors.1 At the point of disbursement of the Loan, Azmil was not a controlling shareholder of PTG and the Board had assessed that the Loan was in the best interests of the Company and its shareholders.

1 The Group was given the opportunity to participate in PTG's projects such as Zawtika Development Project Phase 1C and 1D by providing procurement services to PTG. Both projects awarded to PTG were valued in excess of US$300 million. The procurement scope awarded to Federal was approximately S$100 million for each project and both projects turned out to be profitable for the Group.

7

LETTER TO SHAREHOLDERS

1.2 Information on the Share Sale & Purchase

As part of the Share Sale & Purchase, SK was willing to offer to acquire all PTG shares and to issue shares as consideration for the acquisition. Under PTG's Articles of Association, any shareholder who intends to sell his shares to a third party must first offer its shares to other existing shareholders. As such, all shareholders of PTG were given an option to participate in the Share Sale & Purchase. SK negotiated the transaction with Azmil (who was a 62.5% shareholder of PTG), Globrant (who was a 24.7% shareholder of PTG), the Company (who was a 2.6% shareholder of PTG, with Azmil's 90,000 shares pledged in favour of the Company as security for the Loan) and requested Darpin (1.0% shareholder) to secure the consent of the 21 minority shareholders (who collectively held 9.2% of the total issued shares of PTG). Darpin, on behalf of the minority shareholders, requested SK to offer minority shareholders cash consideration instead of shares due to their small shareholdings and moratorium.

The names of the minority shareholders are not included as they are not relevant for the purposes of the Proposed Acquisitions.

To the Company's knowledge, the relationship between Azmil and the various parties are as follows:

1. Azmil and PTG - prior to the Share Sale & Purchase, Azmil was a member of the Board of Commissioners of PTG, and held 90,086 ordinary shares in PTG, representing 62.5% of the total issued shares of PTG. Azmil did not have an executive role in PTG;
2. Azmil and the directors of PTG - no relationship;
3. Azmil and substantial shareholders of PTG - no relationship;
4. Azmil and SK - no relationship;
5. Azmil and the directors of SK - no relationship;
6. Azmil and SK's controlling shareholders - no relationship;
7. Azmil and the Company - the Company had provided the Loan to Azmil, and Azmil had pledged 90,000 ordinary shares that he held in PTG in favour of the Company as security for the Loan;
8. Azmil and the other Vendors (minority shareholders) - no relationship; and
9. Azmil and Globrant - no relationship.

PTG's Articles of Association contained pre-emption rights requiring any transferor to offer their shares to existing shareholders. While the Company was not a party to the Share Sale

• Purchase, it played a role in the Share Sale & Purchase by giving consent for Azmil to unencumber 50,500 of his 90,000 PTG shares (representing 35.1% of the total issued shares of PTG) pledged to the Company pursuant to the terms of the Loan (as described in Section 1.3) and also providing their consent to the rest of the shareholders selling shares to SK. Prior to the Share Sale & Purchase, the Group held 3,720 ordinary shares in PTG, representing 2.6% of the total issued shares of PTG, which it has held since 2008.

8

LETTER TO SHAREHOLDERS

Please refer to Section 4.1 below for salient terms of the Share Sale & Purchase.

1.3 Information on the Loan Agreement

The Loan agreement between Azmil and the Company ("Loan Agreement") was entered into on 7 December 2016. The salient terms of the Loan Agreement include the following:

1. interest rate of 7% per annum, which is accrued daily based on the actual number of days elapsed and a year of 365 days. Any interest accrued shall be payable immediately at the demand of the Company;
2. if there is default in payment in any of the finance documents, the default interest shall be 15% per annum, to be accrued on the overdue amount from the due date up to the date of repayment;
3. the Loan shall be repaid on the maturity date, which shall be the fifth anniversary of the Loan Agreement (the maturity date was subsequently extended to 6 December 2025);
4. the Loan will terminate upon the full repayment of the principal and all other amounts accrued in relation to the Loan;
5. Azmil shall not create or permit to subsist any security over his share in PTG apart from the share pledge granted to the Company;
6. Azmil may not sell, lease, transfer or dispose of his shares in PTG unless otherwise permitted under the finance documents or by the Company; and
7. Azmil will apply the Loan proceeds towards investment in PTG.

The Loan has been fully drawn down by Azmil to date, pursuant to a capitalisation exercise carried out by PTG in December 2016, whereby all the proceeds from the Loan were lent to PTG and capitalised in exchange for 90,000 shares in PTG at an issue price of US$100 per share, which were issued to Azmil. The 90,000 PTG shares received by Azmil through the Loan were pledged to the Company. A further 74 PTG shares were issued to Azmil from the capitalisation of Azmil's personal loan to PTG. Prior to Azmil's acquisition of the 90,074 shares, he had held 12 shares out of a total of 18,000 outstanding shares in PTG. Pursuant to the capitalisation exercise, Azmil held 90,086 PTG shares, of which 90,000 shares were pledged to the Company.

As a result of the capitalisation exercise, Azmil became a controlling shareholder of PTG. Azmil was not acting as a nominee/in trust/under instruction/or in any other capacity of the Company when he used the Loan to purchase 90,000 shares in PTG to become a controlling shareholder. To the Company's knowledge, there is no existing relationship between Azmil and the Company, its directors and/or its substantial shareholders, save for the Loan and the share pledge.

9