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Circular Dated 23 July 2020

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Circular Dated 23 July 2020 CIRCULAR DATED 23 JULY 2020 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. If you have sold or transferred all your shares in the Company, you should immediately inform the purchaser or transferee or bank, stockbroker or other agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee, that this Circular (together with the Notice of EGM and the Proxy Form) may be accessed at the Company’s website at http://gallantventure.listedcompany.com/ and SGXNet. Capitalised terms appearing on the cover of this Circular have the same meanings as defined herein. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. GALLANT VENTURE LTD. (Incorporated in the Republic of Singapore on 7 April 2003) (Company Registration No. 200303179Z) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE POTENTIAL DILUTION OF SHAREHOLDING INTEREST IN PT INDOMOBIL SUKSES INTERNASIONAL TBK IMPORTANT DATES AND TIMES LastdateandtimeforlodgementofProxyForm : 4August2020at 2.00 p.m. Last date and time to pre-register online to attend : 4August 2020 at 2.00 p.m. the EGM remotely DateandtimeofEGM : 7August2020at2.00p.m. Place of EGM : The EGM will be held by electronic means. This Circular has been made available on SGXNet and the Company’s website and may be accessed at the URL http://gallantventure.listedcompany.com/. A printed copy of this Circular will NOT be despatched to Shareholders. Due to the current COVID-19 restriction orders in Singapore, Shareholders will not be able to attend the EGM. Instead, alternative arrangements have been put in place to allow Shareholders to participate at the EGM by (a) watching the EGM proceedings via “live” audio-visual webcast or listening to the EGM proceedings via “live” audio-only stream; (b) submitting questions in advance of the EGM; and/or (c) voting by proxy at the EGM. Please refer to section 10 of this Circular and the Notice of EGM for further information, including the steps to be taken by Shareholders to participate at the EGM. The Notice of EGM may also be accessed at the Company’s website at http://gallantventure.listedcompany.com/. Shareholders should note that the Company may make further changes to its EGM arrangements (including but not limited to any applicable alternative arrangements as may be prescribed or permitted (as the case may be) under the Infectious Diseases Regulations and the COVID-19 (Temporary Measures) Act 2020 and any regulations promulgated thereunder as well as other guidelines issued by the relevant authorities) as the situation evolves. Shareholders are advised to keep abreast of any such changes as may be announced by the Company from time to time on SGXNet. TABLE OF CONTENTS DEFINITIONS ................................................... 2 LETTER TO SHAREHOLDERS ............................................. 5 1. INTRODUCTION ................................................... 5 2. THE POTENTIAL DILUTION ........................................... 5 3. REQUIREMENTS UNDER THE LISTING MANUAL ......................... 16 4. CERTAIN FINANCIAL EFFECTS OF THE POTENTIAL DILUTION ............. 18 5. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS .......... 19 6. DIRECTORS’ RECOMMENDATION...................................... 21 7. IRREVOCABLE UNDERTAKINGS....................................... 21 8. EXTRAORDINARY GENERAL MEETING ................................. 21 9. NO DESPATCH OF PRINTED COPIES OF CIRCULAR, NOTICE OF EGM AND PROXY FORM ................................................... 21 10. ACTION TO BE TAKEN BY SHAREHOLDERS ............................ 21 11. DIRECTORS’ RESPONSIBILITY STATEMENT ............................. 22 12. DOCUMENTS AVAILABLE FOR INSPECTION ............................. 22 APPENDIX A – CERTAIN FINANCIAL INFORMATION OF IMAS GROUP FOR FY2017, FY2018 AND FY2019................................................... 23 NOTICE OF EXTRAORDINARY GENERAL MEETING ........................... 27 PROXY FORM 1 DEFINITIONS In this Circular, the following definitions shall apply throughout unless the context otherwise requires: “Board” : TheboardofdirectorsoftheCompanyforthetimebeing “Circular” : ThiscirculartoShareholdersdated23July2020 “CompaniesAct” : TheCompaniesAct,Chapter50ofSingapore, as amended or modified from time to time “Company” : GallantVentureLtd. “Controlling Shareholder” : Aperson who: (a) holds directly or indirectly 15% or more of the total voting rights in the company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or (b) in fact exercises control over a company “Directors” : ThedirectorsoftheCompanyforthetimebeing “EGM” : ExtraordinarygeneralmeetingoftheCompany “FY” : Financialyearendedorending31December “GVGroup” : TheCompanyanditssubsidiaries “IDX” : IndonesiaStockExchange “IMAS” : PTIndomobilSuksesInternasionalTbk “IMASGroup” : PTIndomobilSuksesInternasionalTbkandits subsidiaries “IMASRightsIssue” : Hasthemeaningascribedtoitinsection 2.1 of this Circular “IMAS Rights Shares” : Hasthemeaningascribedtoitinsection 2.1 of this Circular “IPTMandate” : ThegeneralmandatepursuanttoChapter9ofthe Listing Manual permitting the Company, its subsidiaries and its associated companies to enter into certain categories of transactions with specified classes of the GV Group’s interested persons, approved by Shareholders on 30 April 2013 and last renewed by Shareholders at the annual general meeting held on 26 June 2020 2 DEFINITIONS “Latest Practicable Date” : 15 July 2020, being the latest practicable date prior to the uploading of this Circular on SGXNet and the Company’s website “ListingManual” : ThelistingmanualoftheSGX-ST,asamended or modified from time to time “NAV” : Netassetvalue “NoticeofEGM” : ThenoticeofEGMsetoutonpages27to29ofthis Circular “PotentialDilution” : Hasthemeaningascribedtoitinsection 1 of this Circular “Rp.”or“IDR” : IndonesianRupiah “SalimGroup” : MrAnthoniSalimandthegroupofcompaniescontrolled by him or, if the context requires, Mr Anthoni Salim “SFA” : TheSecuritiesandFuturesAct,Chapter289ofSingapore, as amended or modified from time to time “SGX-ST” : SingaporeExchangeSecuritiesTradingLimited “Shareholders” : Means: (a) where the Depository is named in the register of members of the Company as the holder of shares, a Depositor in respect of the number of shares standing to the credit of his name in the Depository Register; and (b) in any other case, a person whose name appears on the register of members maintained by the Company pursuant to Section 190 of the Companies Act and/or any other applicable law “Shares” : OrdinarysharesinthecapitaloftheCompany “Substantial Shareholder” : Apersonwhohasaninterestinone or more voting shares (excluding treasury shares) in the Company and the total votes attached to such share(s) is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in the Company “S$” or “$” and “cents” : Singapore dollars and cents, respectively “%”or“percent” : Percentageorpercentum The terms “Depositor”, “Depository”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 81SF of the SFA. 3 DEFINITIONS The term “subsidiary” shall have the meaning ascribed to it in Section 5 of the Companies Act. 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. Any reference in this Circular to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any word defined under the Companies Act, the SFA, the Listing Manual or any modification thereof and used in this Circular shall have the meaning assigned to it under the Companies Act, the SFA, the Listing Manual or any modification thereof, as the case may be, unless otherwise provided. Unless otherwise stated, translations of amounts from Rp. to S$ have been made on the basis of S$1: Rp.10,507 as at the Latest Practicable Date. Any reference to a time of day and date in this Circular is a reference to Singapore time and date, respectively, unless otherwise stated. Any reference to currency set out in this Circular is a reference to S$ unless otherwise stated. Any discrepancies in figures included in this Circular between the amounts shown 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. Rajah & Tann Singapore LLP has been appointed as the legal adviser to the Company as to Singapore law in relation to this Circular. 4 LETTER TO SHAREHOLDERS GALLANT VENTURE LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 200303179Z) Board of Directors Registered Office Lim Hock San (Non-Executive Chairman and Independent Director) 3 HarbourFront Place Eugene Cho Park (Executive Director and Chief Executive Officer) #16-01 Gianto Gunara (Executive Director) HarbourFront Tower Two Choo Kok Kiong (Executive Director) Singapore 099254 Tan Chin Nam (Non-Executive Director) Axton Salim (Non-Executive Director) Foo Ko Hing (Non-Executive Director and Independent Director)
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