Federal International 2000 : Notice of EGM – 1 Dec 2023

FEDERAL INTERNATIONAL (2000) LTD

(Incorporated in the Republic of Singapore)

(Company Registration Number: 199907113K)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ("EGM") of FEDERAL INTERNATIONAL (2000) LTD (the "Company") will be held at 12 Chin Bee Drive, Singapore 619868 on Monday, 18 December 2023 at 10.00 a.m. for the purpose of considering, and if thought fit, passing, with or without modifications, the following resolution:

ORDINARY RESOLUTION: THE PROPOSED ACQUISITION OF SHARES IN PT GUNANUSA UTAMA FABRICATORS AND PT SUPERKRANE MITRA UTAMA TBK.

RESOLVED THAT:

1. The proposed acquisition of 39,500 shares in PT Gunanusa Utama Fabricators ("PTG") and 175,813,499 shares in PT Superkrane Mitra Utama Tbk. ("SK") (the "Proposed Acquisitions") in full and final settlement of the outstanding loan of S$13,021,740 owed by Azmil Rahman ("Azmil") to the Company pursuant to:

1. the principal agreement (the "Principal Agreement") entered into by the Company with (i) SK.; (ii) Azmil; (iii) MA. Anshori A Djabbar; (iv) Aria Adiputra; (v) Globrant Investment Inc; (vi) lr. Darpin Manggus; and (vii) PTG on 26 June 2023; and
2. the deed of settlement (the "Deed of Settlement"), as amended, entered into between the Company and Azmil as at 27 July 2023.

be and is hereby approved, confirmed and ratified; and

2. Any director of the Company ("Director"), or where required, any two Directors, be and is/are hereby authorised on behalf of the Company to perform all acts, matters or things (including executing all such documents and ancillary agreements and to make all such amendments thereto as may be required in connection with the Proposed Acquisitions) deemed by him/her/them to be necessary, desirable, incidental to, ancillary to or expedient in connection with the Proposed Acquisitions, the Principal Agreement and/or the Deed of Settlement.

By Order of the Board

Koh Kian Kiong

Executive Chairman and Chief Executive Officer

1 December 2023

Notes:

The EGM is being convened and will be held physically at 12 Chin Bee Drive, Singapore 619868 ("Physical EGM").

1. Access to Documents or Information Relating to the EGM
   Printed copies of this Notice of EGM, Proxy Form, and Circular will be despatched to members. These documents are also available to members on the SGXNet at https://www.sgx.com/securities/company-announcementsor at https://federal-int.com.sg.
2. Submission of Proxy Form to Vote
3. 
   A member of the Company entitled to attend and vote at the EGM is entitled to appoint not more than 2 proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.
   A member who is not a relevant intermediary (as defined in section 181 of the Singapore Companies Act 1967) is entitled to appoint not more than 2 proxies and where 2 proxies are appointed, shall specify the proportion of shareholding to be represented by each proxy.
   A member who is a relevant intermediary is entitled to appoint more than 2 proxies and where such member's proxy form appoints more than 1 proxy, the number of and class of shares in relation to which each proxy has been appointed shall be specified in the proxy form. Each proxy must be appointed to exercise the rights attached to the different share or shares held by such member.
   In any case where more than 1 proxy is appointed, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the proxy form. If no such proportion or number is specified, the first named proxy may be treated as representing 100 per cent of the shareholding and any second named proxy as an alternate to the first named.
   Investors holding shares under the Central Provident Fund Investment Schemes ("CPFIS") and/or Supplementary Retirement Scheme ("SRS") should approach their respective CPF Agent Banks or SRS Operators to submit their votes at least 7 working days before the EGM (ie. by 10.00 a.m. on 6 December 2023). CPF/SRS Investors should contact their respective CPF Agent Banks or SRS Operators for any queries they may have with regard to the appointment of proxy for the EGM.
   The instrument appointing a proxy, together with the power of attorney or other authority under which it is signed (if applicable) or a duly certified copy thereof, must be submitted by post, be deposited to the registered office of the Company at 12 Chin Bee Drive, Singapore 619868, no later than 10.00 a.m., on 16 December 2023, being not less than 48 hours before the time appointed for the holding of the EGM.
   The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register (as defined in Section 81F of the SFA), the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at 72 hours before the time appointed for holding the EGM (i.e. by 10.00 a.m. on 15 December 2023), as certified by The Central Depository (Pte) Limited to the Company.
   A corporation which is a member of the Company may authorise by resolutions of its directors or other governing body, such person as it thinks fit to act as its representative at the meeting.
   The instrument appointing a proxy must be signed by the appointor or his/her attorney duly authorised in writing. Where the instrument appointing a proxy is executed by a corporation, it shall be executed either under its common seal or under the hand of any officer or attorney duly authorised. The power of attorney or other authority, if any, under which the instrument of proxy is signed on behalf of the member or duly certified copy of that power of attorney or other authority (failing previous registration with the Company) shall be attached to the instrument of proxy, failing which the instrument may be treated as invalid.
4. Submission of Questions in Advance
5. 
   Members may submit their questions in relation to the business of the EGM by email to [e-mail]. All questions must be submitted at least 7 calendar days from the date of this Notice of EGM, i.e. by 10.00 a.m. on 9 December 2023 ("Cut-OffTime"). After the Cut-Off Time, if there are subsequent clarifications or follow-ups on the questions submitted, these will be addressed at the Physical EGM.
   The Company will endeavour to address questions which are substantial and relevant and received from members who are verifiable against the Depository Register or the Register of Members.
   Verified members and Proxy(ies) attending the Physical EGM will be able to ask questions in person at the EGM venue. The Company will, within 30 days after the date of the EGM, publish the minutes of the EGM on SGXNET and the Company's website and the minutes will include the responses to the questions referred to above.
6. General
7. 
   The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in 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 lodged if the member, being the appointor, is not shown to have Shares entered against his/her name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the EGM of the Company, as certified by The Central Depository (Pte) Limited to the Company.
8. Personal data privacy:
9. 1. 
      By attending the Physical EGM and/or any adjournment thereof and/or submitting the Proxy Form appointing a proxy(ies) and/ or representative(s) to attend, speak and vote at the Physical EGM and/or any adjournment thereof, a member of the Company
   2. consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), and (b) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes and (c) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.