FEDERAL INTERNATIONAL (2000) LTD 
By
NOTICE IS HEREBY GIVEN that the Annual General Meeting of FEDERAL INTERNATIONAL (2000) LTD (the "Company") will be held at 47 Genting Road, Singapore 349489 on Tuesday, 30 April
2013 at 9.00 a.m. for the following purposes:
1. To receive and adopt the Directors' Report and the Audited Accounts of the Company for the year ended 31 December 2012 together with the Auditors' Report thereon. (Resolution 1)
2. To re-elect the following Directors retiring pursuant to Articles 91 and 97 of the Company's
Articles of Association:
Mr Yee Kee Shian Leon (retiring pursuant to Article 91) (Resolution 2) Mr Heng Lee Seng (retiring pursuant to Article 91) (Resolution 3) Mr Andrew Khoo Boo Yeow (retiring pursuant to Article 97) (Resolution 4) Mr Yee Kee Shian Leon will, upon re-election as a Director of the Company, remain as a
member of the Audit Committee and as Chairman of the Nominating and Remuneration Committees, and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST").
Mr Heng Lee Seng will, upon re-election as a Director of the Company, remain the Chairman of the Audit Committee and as a member of the Nominating and Remuneration Committees, and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
Mr Andrew Khoo Boo Yeow, upon re-election as a Director of the Company, remain as a member of the Audit and Remuneration Committees, and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
3. To approve the payment of Directors' fees of S$190,000 for the year ending 31 December 2013, to be paid quarterly in arrears (2012: S$190,000). (Resolution 5)
4. To transact any other ordinary business which may be properly transacted at an Annual General
Meeting.
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
5. To appoint Baker Tilly TFW LLP ("BT"), as Auditors of the Company in place of Ernst & Young LLP ("EY"), to hold office as the Company's Auditors until the conclusion of the next Annual General Meeting, at a fee to be agreed between the Directors and BT. [See Appendix 1 - Letter to Shareholders]. (Resolution 6)
6. SHARE ISSUE MANDATE
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the SGX-ST, authority be given to the Directors of the Company to issue shares ("Shares") whether by way of rights, bonus or otherwise, and/or make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares at any time and upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem fit provided that:
(a) the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty percent (50%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, of which the aggregate number of Shares and convertible securities to be issued other than on a pro-rata basis to all shareholders of the Company (the "Shareholders") shall not exceed twenty percent (20%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company;
(b) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (a) above, the total number of issued Shares (excluding treasury shares) shall be based on the total number of issued Shares (excluding treasury shares) of the Company as at the date of the passing of this Resolution, after adjusting for:
(i) new Shares arising from the conversion or exercise of convertible securities;
(ii) new Shares arising from exercising share options or vesting of Share awards outstanding or subsisting at the time this Resolution is passed; and
(iii) any subsequent bonus issue, consolidation or subdivision of Shares;
(c) and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force (i) until the conclusion of the Company's next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier or (ii) in the case of Shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution, until the issuance of such Shares in accordance with the terms of such convertible securities.
[See Explanatory Note (i)] (Resolution 7)
By Order of the Board
Yvonne Choo
Hazel Chia Luang Chew Loh Chee Meng Company Secretaries
Singapore, 12 April 2013
(i) The Ordinary Resolution 7 proposed in item 6 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue Shares and convertible securities in the Company up to an amount not exceeding fifty percent (50%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company, of which up to twenty percent (20%) may be issued other than on a pro-rata basis.
Notes -
1. A Member entitled to attend and vote at the Annual General Meeting (the "Meeting") is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney.
3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 47 Genting Road, Singapore 349489 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
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