CIRCULAR DATED 7 MAY 2024

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 as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Capitalised terms appearing on the cover of this Circular have the same meanings as defined herein.

If you have sold or transferred all your shares in the capital of the Company held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Circular with the Notice of Extraordinary General Meeting ("EGM") and the attached Proxy Form to the purchaser or transferee as arrangements will be made by CDP for a separate Circular with the Notice of EGM and the attached Proxy Form 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 at once hand this Circular, together with the Notice of EGM and the attached Proxy Form immediately 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.

This Circular, together with the Notice of EGM and accompanying Proxy Form, have 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 No. 199907113K

CIRCULAR TO SHAREHOLDERS

In relation to

SPECIAL RESOLUTION 1: PROPOSED ALTERATION TO THE OBJECTS CLAUSE

SPECIAL RESOLUTION 2: PROPOSED ADOPTION OF

THE NEW CONSTITUTION OF THE COMPANY

ORDINARY RESOLUTION 1: THE PROPOSED ADOPTION OF

THE SHARE BUYBACK MANDATE

IMPORTANT DATES AND TIMES:

Last date and time for lodgment of Proxy Form

:

27

May 2024, Monday at 10.00 a.m.

Date and time of Extraordinary General Meeting

:

29

May 2024, Wednesday at 10.00 a.m.

Place of Extraordinary General Meeting

:

12

Chin Bee Drive, Singapore 619868

CONTENTS

PAGE

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

LETTER TO SHAREHOLDERS

1. INTRODUCTION

8

2. THE PROPOSED ALTERATION TO THE OBJECTS CLAUSE AND PROPOSED

ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY

9

3.

THE PROPOSED ADOPTION OF SHARE BUYBACK MANDATE

24

4.

INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

40

5.

DIRECTORS' RECOMMENDATION

40

6.

EXTRAORDINARY GENERAL MEETING

41

7.

ACTION TO BE TAKEN BY SHAREHOLDERS

41

8.

DIRECTORS' RESPONSIBILITY STATEMENT

42

9.

DOCUMENTS AVAILABLE FOR INSPECTION

42

APPENDIX A

43

APPENDIX B

90

NOTICE OF EXTRAORDINARY GENERAL MEETING

130

PROXY FORM

1

DEFINITIONS

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

"2005 Amendment Act"

:

The Companies (Amendment) Act 2005 of Singapore which

was passed in Parliament on 16 May 2005 and took effect

on 30 January 2006

"2014 Amendment Act"

:

The Companies (Amendment) Act 2014 of Singapore which

was passed in Parliament on 8 October 2014 and took

effect in two phases on 1 July 2015 and 3 January 2016,

respectively

"2017 Amendment Act"

:

The Companies (Amendment) Act 2017 of Singapore which

was passed in Parliament on 10 March 2017 and took

effect in phases starting from 31 March 2017

"2023 Annual Report"

:

The annual report of the Company for the financial year

ended 31 December 2023

"2024 EGM"

:

Has the meaning ascribed to it in Section 1.1 of this

Circular

"ACRA"

:

The Accounting and Corporate Regulatory Authority of

Singapore

"Act" or "Companies Act"

:

The Companies Act 1967 of Singapore, as amended,

modified or supplemented from time to time

"AGM" or "Annual General

:

The annual general meeting of the Company

Meeting"

"Amendment Acts"

:

The 2005 Amendment Act, the 2014 Amendment Act and

the 2017 Amendment Act

"Articles"

:

The existing articles of association of the Company

"Associate"

:

(a) in relation to any Director, chief executive officer,

Substantial Shareholder or Controlling Shareholder

(being an individual) means:

(i)

his immediate family;

(ii) the trustees of any trust of which he or his

immediate family is a beneficiary or, in the case

of a discretionary trust, is a discretionary object;

and

(iii)

any company in which he and his immediate

family together (directly or indirectly) have an

interest of 30% or more; and

2

DEFINITIONS

(b) in relation to a Substantial Shareholder or Controlling

Shareholder (being a company) means any other

company which is its subsidiary or holding company

or is a subsidiary of such holding company or one in

the equity of which it and/or such other company or

companies taken together (directly or indirectly) have

an interest of 30% or more

"Board" or "Board of

:

The board of directors of the Company for the time being

Directors"

"CDP" or "Depository"

:

The Central Depository (Pte) Limited or any other

corporation approved by the Authority as a depository

company or corporation for the purposes of this Act, which

operates the Central Depository System for the holding and

transfer of book-entry securities

"CEO" or "Chief Executive

:

In relation to the Company, any one or more persons, by

Officer"

whatever named described, who:

(a) is in direct employment of, or acting for or by

arrangement with the Company; and

(b) is principally responsible for the management and

conduct of the business of the Company or part of the

business of the Company, as the case may be

"Circular"

:

This circular to Shareholders dated 7 May 2024 in respect

of the proposed alteration to the objects clause, the

proposed adoption of the New Constitution of the Company

and the proposed adoption of the Share Buyback Mandate

"Code"

:

The Singapore Code on Take-overs and Mergers, as

amended or modified from time to time

"Company"

:

Federal International (2000) Ltd

"Constitution"

:

The constitution of the Company, as may be amended or

modified from time to time

"control"

:

The capacity to dominate decision-making, directly or

indirectly, in relation to the financial and operating policies

of a company

3

DEFINITIONS

"Controlling Shareholder"

:

A person who:

(a) holds directly or indirectly 15% or more of the total

number of issued Shares (excluding treasury shares)

unless the SGX-ST determines that such a person is

not a controlling shareholder of the Company; or

(b) in fact exercises control over the Company

"CPF"

:

The Central Provident Fund

"CPFIS"

:

Central Provident Fund Investment Scheme

"CPF Approved Nominees"

:

Agent banks included under the CPFIS

"Directors"

:

The directors of the Company for the time being

"EPS"

:

Earnings per Share

"EGM" or "Extraordinary

:

The extraordinary general meeting of the Company, to be

General Meeting"

held on 29 May 2024 at 10:00 a.m.

"General Meeting"

:

The meeting of members of the Company

"Group"

:

The Company and its subsidiaries

"Latest Practicable Date"

:

24 April 2024, being the latest practicable date prior to

printing of this Circular

"Listing Manual"

:

The listing manual of the SGX-ST, which includes the

Mainboard Listing Rules, as may be amended, modified or

supplemented from time to time

"Listing Rules"

:

The listing rules of the SGX-ST set out in the Listing

Manual

"Market Day"

:

A day on which the SGX-ST is open for trading in securities

"Market Purchase"

:

Has the meaning ascribed to it in Section 3.3.3(a) of this

Circular

"Maximum Limit"

:

Has the meaning ascribed to it in Section 3.3.1 of this

Circular

"Maximum Price"

:

Has the meaning ascribed to it in Section 3.3.4 of this

Circular

"Memorandum"

:

The existing memorandum of association of the Company

4

DEFINITIONS

"New Constitution"

:

The new constitution of the Company, which is proposed to

replace the existing Memorandum and Articles, containing

amendments arising from, INTER ALIA, the Amendment Acts

and amendments to the Listing Rules

"Notice of EGM"

:

The notice of EGM set out on pages 130 to 134 of this

Circular

"NTA"

:

Net tangible assets

"Off-Market Purchase"

:

Has the meaning ascribed to it in Section 3.3.3(b) of this

Circular

"Ordinary Resolution"

:

Has the meaning ascribed to it in the Act

"Proxy Form"

:

The proxy form in respect of the EGM as set out in this

Circular

"PDPA"

:

Personal Data Protection Act 2012 (No. 26 of 2012), as

may be amended or modified from time to time

"Proposed Share Buyback

:

The proposed general mandate to authorise Directors to

Mandate"

exercise all the powers of the Company to purchase or

otherwise acquire its issued Shares upon and subject to

the terms of such mandate and subject to the rules and

regulations set out in the Companies Act and the Listing

Manual, and where approved by the Shareholders of the

Company pursuant to the EGM as set out in this Circular

and where referred to thereafter as the context requires,

the "Share Buyback Mandate"

"Regulation(s)"

:

Regulation(s) of the New Constitution

"Relevant Period"

:

The period commencing from the date of the 2024 EGM,

being the date on which the resolution relating to the Share

Buyback Mandate is passed, if approved by the

Shareholders, and expiring on the earlier of (a) the date on

which the next AGM of the Company is held or required by

law to be held; (b) the date on which the Share Buyback

has been carried out to the full extent mandated; or (c) the

date on which the authority conferred by the Share

Buyback Mandate is revoked or varied by Shareholders in

a general meeting

"Rule 14"

:

Has the meaning ascribed to it in Section 3.10.1 of this

Circular

5

DEFINITIONS

"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 2001 of Singapore, as may

be amended, modified or supplemented from time to time

"SGX-ST"

:

Singapore Exchange Securities Trading Limited

"Shareholders" or "Member"

:

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 issued share capital of the Company

"Share Buyback"

:

The purchase or otherwise acquisition of Shares by the

Company pursuant to the terms of the Share Buyback

Mandate

"Special Resolution"

:

Has the meaning ascribed to it in the Act

"Subsidiary"

:

A company which is for the time being a subsidiary of the

Company, as defined by Section 5 of the Companies Act

"Subsidiary holding"

:

Shareholdings in the Company held by its subsidiary(ies)

as further elaborated in Sections 21(4), 21(4B), 21(6A) and

21(6C) of the Companies Act

"Substantial Shareholder"

:

A person who has an interest (directly or indirectly) in 5%

or more of the total issued share capital of the Company

(excluding treasury shares)

"Statutes"

:

All laws, by-laws, regulations, orders and/or official

directions for the time being in force affecting the Company

and its subsidiaries or associated companies (if

applicable), including but not limited to the Act and the

SFA, provided always that a waiver granted in connection

with any such law shall be treated as due compliance with

such relevant law as amended, modified or supplemented

from time to time

"S$" and "cents"

:

Singapore dollars and cents respectively, the lawful

currency of the Republic of Singapore

"%" or "per cent"

:

Per centum or percentage

6

DEFINITIONS

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

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 include corporations where applicable.

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

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

Any discrepancies in the figures included herein between the listed amounts and 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.

7

LETTER TO SHAREHOLDERS

FEDERAL INTERNATIONAL (2000) LTD

Incorporated in the Republic of Singapore

Company Registration No. 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:

7 May 2024

To:

The Shareholders of Federal International (2000) Ltd

Dear Sir/Madam

SPECIAL RESOLUTION 1 : PROPOSED ALTERATION TO THE OBJECTS CLAUSE

SPECIAL RESOLUTION 2 : PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY

ORDINARY RESOLUTION 1 : PROPOSED ADOPTION OF SHARE BUYBACK MANDATE

1. INTRODUCTION

  1. The Directors are convening the EGM on 29 May 2024 (the "2024 EGM") to seek Shareholders' approval for the following matters:
    1. the proposed alteration of the objects clause;
    2. the proposed adoption of the New Constitution of the Company; and
    3. the proposed adoption of the Share Buyback Mandate.
  3. The purpose of this Circular is to provide Shareholders with relevant information pertaining to the aforesaid proposals to be tabled at the EGM and to seek Shareholders' approval for the Special Resolution relating to the same.
  4. The Notice of EGM is set out on pages 130 to 134 of this Circular.
  5. Shareholders should note that Special Resolution 2 as set out in the Notice of EGM shall be subject to and conditional upon Special Resolution 1 as set out in the Notice of EGM being passed.

8

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Federal International (2000) Ltd. published this content on 07 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2024 05:50:04 UTC.