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Asia Pacifi c Breweries Limited Annual Report 2009

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Attributable net profi t before exceptional items rose 19.7% to S$158.0 million.

Ò19.7%Profi t before interest, tax and exceptional items increased 10.6% to S$307.2 million.

Ò10.6%

Attributable net profi t after exceptional items increased 39.3% to S$172.4 million.

Ò39.3%

Net tangible assets per share increased 29.0 cents to S$3.17.

Ò29.0 ¢

Earnings per share before exceptional items increased 10.1 cents to 61.2 cents.

Ò10.1¢

Contents 1 optimise 2 capitalise... 4 maximise... 6 utilise... 8 Chairman’s Statement 10 Chief Executive Officer’s Review 14 Five-year Group Statistics &

Group Financial Highlights 15 Two-year Financial Highlights 16 Organisation Structure 18 Board of Directors20 Leadership Team 24 Business Review46 Corporate Citizenship50 Key Milestones 52 Major Shareholders54 Corporate Information56 Corporate Governance Report &

Financial Review

A year of achievements FY2009

To be a leading brewery group in the Asia Pacific region.We are well-positioned to achieve profitable growth in today’s global economy.

Return on equity before exceptional items rose 2.1 percentage points to 15.9%.

Ò2.1percentage points

Our diverse regional scale and comprehensive brand portfolio allow us to achieve more in today’s environment.

BrandsMarkets

— Having strategically entrenched ourselves in 12 economies in the Asia Pacifi c, we expect to keep benefi ting from our position of strength in the established markets; and capitalise on the immense potential of the growth and emerging markets.

— We have the optimal portfolio of brews that caters to all price points and varied consumer needs, allowing us to benefit whichever way the market moves.

A network of 35 brewery operations in 12 countries

* On 7 Dec 2009, APB entered into agreements to sell its wholly-owned Indian operations to Heineken; as well as purchase Heineken’s 68.5% interest in Indonesian- based PT Multi Bintang Indonesia Tbk and 87.3% stake in Grande Brasserie de Nouvelle Caledonie S.A. located in New Caledonia. The transactions are subject to the approvals of the relevant authorities as well as APB’s shareholders through an Extraordinary General Meeting targeted to be held in end January 2010.

Mongolia1 Brewery

China15 Breweries

India*2 Breweries

Laos1 Brewery

Vietnam5 Breweries

Sri Lanka1 Brewery Malaysia

1 Brewery

Singapore1 Brewery Papua New Guinea

2 Breweries

New Zealand4 Breweries

Thailand1 Brewery Cambodia

1 Brewery

the economic potential of both our regional presence and brand portfolio.

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1Asia Pacifi c Breweries Limited Annual Report 2009

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2 Asia Pacifi c Breweries Limited Annual Report 2009

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...on our comprehensive portfolio of international, regional and local brands for greater

market penetration.

Say “cheers” to new brand extensions When it comes to spreading the cheer, APB is tops.

To keep elevating the enjoyment of beer, we are constantly identifying the tastes and preferences of our consumers. For instance, Singapore introduced Archipelago Apsara Lager and Archipelago Islander India Pale Ale; while drinkers in Malaysia toasted the arrival of SOL, Strongbow and Paulaner last year. Tipplers in Laos, Sri Lanka, Mongolia and New Zealand also had reason to celebrate with the launch of several new brands such as ABC Extra Stout, Jalam Khar and Monteith’s Crushed Apple Cider amongst others.

Energising our brands Many of our brews are choice brands in their respective markets and it is our intention to keep their popularity up.

To do that, we shall stay focused on building the equity of our brands and have them further entrenched in the various markets. Likewise, strategic marketing as well as innovative product and packaging will continually be adopted to revitalise our brands and sustain their rapport with the consumers.

A beer in every hand, a brand for every marketSome prefer to sip, others love to guzzle. Just as there are many types of drinkers, we have many different brands – over 40 in our portfolio to serve every drinking preference and occasion.

Besides our fl agship beers, Tiger and Heineken, we also quench the thirst for local to international beer brands, light beers to strong brews, craft beers to specialty brews. The result? Happy drinkers everywhere.


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Growing revenue in a tough yearIt has been a year of many happy hours. Continued brand investments and price adjustments in all our markets, coupled with internal measures to contain costs and enhance margins, have paid off. Group revenue grew by 2.1% while PBIT and APBE improved by 11% and 20% respectively.

Enhancing our competitive advantages, round after roundWe won’t rest on our laurels, but will continue to take advantage of the strength of our extensive brewery network and work on capacity enhancements to be ever-ready for developments in each market. After all, we expect to continue benefi ting from our position of strength in developed markets such as Papua New Guinea and Singapore; further leverage the growth prospects of developing markets such as Vietnam; and capitalise on the massive potential of emerging markets comprising Laos and Mongolia.

Focused on long-term vision, addressing short-term challengesOur vision remains unchanged: to be a leading brewery group in the Asia Pacifi c region.

Effective cost management, excellence in operation, meticulous market execution and achieving robust partnerships with distributors are what we will keep doing to drive organic growth and stay ahead of the competition.

Meanwhile, we remain on the look out for new markets for growth and further strengthen our already diverse regional scale in the Asia Pacifi c region.

...our competitive advantage to achieve more.


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...effective capital management to deliver greater shareholder value.

Earnings per share before exceptional items increased 10.1 cents year-on-year to 61.2 cents.

61.2 ¢Total net dividend per share maintained at 32.0 cents. (Final net dividend per share of 18 cents per share is pending approval by shareholders.)

32.0 ¢Return on equity before exceptional items increased 2.1 percentage points year-on-year to 15.9%.

15.9%


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Chairman’s Statement

The 2008/2009 fi nancial crisis impacted most of the economies where APB operates. In the beer sector, consumers in a number of markets traded down; choosing our mainstream brands over the premium brands. Despite this, APB delivered a solid result in a diffi cult environment, while positioning the company to emerge stronger on the back of recovery when it comes.

Group performanceGroup revenue held steady at S$2.04 billion, up 2.1% year-on-year, resulting in a record S$172.4 million in attributable net profi t after exceptional items (ANP). The 39% increase in ANP included an exceptional gain of S$14.4 million, representing a compensation fee from termination of a business development project as well as the sale of Liquorland Limited, a chain of liquor retail stores in New Zealand.

Excluding an impairment charge incurred in FY2008, translation differences and gestation losses, APBE grew organically by 6%. The impairment charge of S$19.1 million was APB’s share of an investment write-down by Heineken-APB (China) Pte Ltd (HAPBC) in Kingway Brewery Holdings Ltd recorded in FY2008. APB owns 50% of HAPBC.

Group profi t before interest, tax and exceptional items (PBIT) reached S$307.2 million, a gain of S$29.5 million or 11% year-on-year. Excluding translation differences, gestation losses and the impairment charge, organic PBIT grew 4%.

Earnings per share (before exceptional items) rose 10.1 cents to 61.2 cents, while net asset value per share climbed 29.0 cents to S$4.00.

This year’s results are a refl ection of the sound foundation APB has put in place. Over the past fi ve years, our APBE, revenue and PBIT have seen a compound annual growth rate (CAGR) of 8%, 9% and 10% respectively. This steady pace affi rms the strength of APB’s brands, our

“Group profi t before interest, tax and exceptional items (PBIT) reached S$307.2 million, a gain of S$29.5 million or 11% year-on-year. Excluding translation differences, gestation losses and the impairment charge, organic PBIT grew 4%.”


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total net dividend proposed for the year will be equivalent to that of last year’s at 32 cents per share. This fi nal dividend, if approved by shareholders, will be paid on 10 February 2010.

AcknowledgementsIn closing, let me record my appreciation for the unwavering support from our legions of customers, business partners and shareholders.

I would like to express my heartfelt thanks to fellow Board members for their invaluable contributions. During the year 2009, Mr Chua Pin and Mr David Chong Kok Kong stepped down as alternate Directors and they leave with our gratitude and very best wishes.

Special credit must go to our employees who have shown dedication and commitment in a challenging environment. It is without a doubt that they were responsible for delivering this year’s results.

I look forward to your continued support as APB invests to build the future for all our stakeholders.

Simon Israel Chairman

Both MBI and GBNC are leading breweries in their respective countries and have established track records of profi table growth.

Indonesia is a signifi cant economy with the largest population in Southeast Asia. Our entry into this beer market is expected to enhance APB’s growth and further consolidate our presence in S.E. Asia. Likewise, our participation in New Caledonia through GBNC will create new growth opportunities for the Group and enhance our presence in the South Pacifi c region where we already own brewery operations in New Zealand and Papua New Guinea.

Investing for growthDuring the year, we continued to invest in the expansion of our brewery capacities to ensure that we are able to fulfi l the growing demand for our beer.

Our brewery operation in Ho Chi Minh City, Vietnam, saw its licensed capacity increase from 2.3 million to 2.8 million hectolitres in September 2009. Besides added fermentation facilities, the improvements included a canning line that produces up to 90,000 cans of beer per hour to meet the growing demand for canned beer in the Vietnamese market.

Upgrading works were also undertaken at both of our breweries in Papua New Guinea. At Port Moresby, upgrading of the canning and bottling lines was completed in November 2009. At the Lae brewery, a new brew house and a canning line are expected to be commissioned by February 2010.

In South China, where Tiger, Heineken and Anchor are well-received, we are building a new brewery in Guangzhou which will be operational in 2010.

Final net dividendIn view of the Group’s results, the Board has recommended a fi nal net dividend of 18 cents per share. Together with the interim dividend of 14 cents per share,

operational effectiveness, and the merits of growing our business regionally.

New MarketsWe strategically assess the countries in which we operate with a view to optimising the balance between growth, profi tability, returns and risks. In December 2009, we entered into agreements to acquire Heineken’s 68.5% interest in Indonesian-based PT Multi Bintang Indonesia Tbk (MBI), the Bintang brand as well as a 87.3% stake in Grande Brasserie de Nouvelle Caledonie (GBNC) in New Caledonia for approximately S$484.4 million. The combined fi nancing will be funded by internal resources, bank borrowings and issuance of bonds.

In return, we shall also be divesting our total stake in our Indian operations, Asia Pacifi c Breweries (Aurangabad) Private Limited and Asia Pacifi c Breweries-Pearl Private Limited to Heineken for S$51.9 million.

The transactions, which are subject to the approvals of the relevant shareholders, are immediately accretive to APB’s earnings and are expected to be completed by middle of February 2010.

Entry into Indonesia and New Caledonia fi ts APB’s vision of being a leading brewery group in Asia Pacifi c and further consolidates our position in the region.

Net asset value per share improved 29 cents to S$4.00.

Final net dividend per share* is 18 cents per share, making total net dividend proposed for FY2009 at 32 cents per share.

18 ¢

S$4.00

* pending approval by shareholders


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Chief Executive Officer’s Review

Our diversifi ed brand portfolio stood us in good stead during the year as consumers turned to mainstream brands as opposed to premium beers during the recession. Though this resulted in our premium beer brands losing volumes, other brands in our portfolio made up for this shortfall. Overall, we were able to grow our volumes and revenue by a modest margin. This resilience in the face of a challenging economic climate can be attributed to our geographical spread, the power of our brand portfolio, and the effectiveness of our ground execution.

A footprint with scale and diversityAPB’s operations now span 12 markets in the Asia Pacifi c region. This large footprint served us well in FY2009, as not every market bore the full brunt of the economic crisis simultaneously or to the same extent. For example, while our performance in New Zealand and Thailand slipped, other regions fared relatively well. In fact, our three best performing markets – Indochina (Cambodia, Laos and Vietnam), Papua New Guinea and Singapore – continued to yield higher volumes and PBIT. Demand for our brands also expanded in China, where we managed to reduce our losses by 45% (excluding impairment charge of S$19.1 million recorded in FY2008), and in the emerging markets of South Asia and Mongolia. Collectively, we were able to achieve growth.

In most of these countries, our brands are well-entrenched and widely distributed. We expect to continue benefi ting from our position of strength in mature markets such as Papua New Guinea and Singapore, where opportunities still exist to improve market share and value. In addition, we seek to capitalise on the massive potential of emerging markets such as Laos, Mongolia and South Asia. Generally, disposable incomes are on the rise in these countries and demographic profi les favour our brands. Consumption is also shifting to commercial beers in certain markets, for instance Mongolia, where

“Overall, we were able to grow our volumes and revenue by a modest margin. This resilience in the face of a challenging economic climate can be attributed to our geographical spread, the power of our brand portfolio, and the effectiveness of our ground execution.”


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of volume growth, better margins from price increases, and stringent cost controls.

MalaysiaWhile the market experienced healthy growth in the fi rst half of the year, the second half witnessed a dramatic slow down in the economy. PBIT fell 10% due to weak demand during the later period. However, growth for the Malaysian brewery is on track.

New ZealandNew Zealand’s PBIT slipped 79% as the economy underwent a recession that resulted in the beer market declining 1%. Our premium beers suffered a loss in volumes as beer drinkers traded down and our competitors reduced their pricing in the grocery channel. To address these challenges, we have implemented measures including rigorous cost control and accelerated development of the brand portfolio to compete more effectively.

Excluding the effect of translation loss from the signifi cant decline in the New Zealand dollar and the unrealised loss on revaluation of forward contracts, PBIT dropped 62%.

Papua New GuineaThough cautious consumer sentiment in Papua New Guinea affected beer volumes to some extent, the crisis showed limited impact.

Sales continued to grow strongly as it achieved a 4% increase in volume. PBIT improved 27% as better margins were reaped from price increases and the appreciation of the Kina. Excluding the effect of translation gain, PBIT rose 20%.

IndochinaThe Indochina (Cambodia, Laos and Vietnam) market was badly affected by the economic crisis especially in the fi rst half of the year. Cambodia suffered most as beer drinkers turned to cheaper brands; this was compounded by stronger

beer is making inroads against the traditionally preferred vodka.

Powerful brands and excellent operationsThe strong performance in FY2009 also underscored the power of our brand portfolio. Volume was up 2.2%, underscoring the effectiveness of our brand investments over the years. With an established market presence, we have managed to increase prices in almost all our operating markets while growing the demand for our products.

Given the diffi cult operating conditions during the year, operational excellence was imperative. Our ongoing focus on keeping operational standards high and containing costs was vital to achieving PBIT growth.

Operations reviewSingaporeThe mature Singapore beer market is extremely competitive and saturated with more than 100 beer brands from around the world. The recent Free Trade Agreements signed with seven Asian countries will also allow cheaper beers from within the region to enter this market.

Despite these challenges, volume for Singapore grew 3% with export, contract packing and domestic sales outperforming last year. PBIT rose 25% mainly because

Volume improved 2.2%, underscoring the effectiveness of our brand investments.

Ò2.2%Singapore’s PBIT improved 25% to S$70.7 million in FY2009.

Ò25%

competition in the market and our portfolio limitations.

Vietnam, despite being similarly affected by the economic downturn, saw the beer market grow 10% with the mainstream segment being the main benefi ciary. Beer volumes for the premium segment recovered in the second half of the year and our brewery in Ho Chi Minh City increased its capacity from 2.3 million hectolitres to 2.8 million hectolitres to meet growing demand for our beers. Over in Hanoi, our brewery there has been renamed Asia Pacifi c Brewery (Hanoi) and will be building up its mainstream offering in the Larue brand in addition to Heineken and Tiger in the premium segment.

The monopolistic Laotian beer market continues to pose challenges as we work towards improving the visibility of our brands there.

Volume for the whole Indochina region rose a marginal 1% as a result of the weak economic conditions that prevailed for much of the year. The 15% increase in PBIT was mainly attributable to better margins from price increases. Excluding the gestation loss from Laos and translation losses, PBIT was up 16%.

ThailandAmid market conditions shaped by political unrest and regulatory restrictions on alcohol consumption and advertising, volume slid 17%. PBIT fell 74% due to lower volume and payment of a royalty fee to APB.

ChinaResults for China improved by S$23.8 million. Excluding the S$19.1 million impairment charge on Kingway recorded in FY2008, we shaved operating losses of our operations in China to S$5.9 million. Volume growth, improvement in sales mix and lower expenditure on marketing activities were responsible for the better performance.


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Chief Executive Officer’s Review

Optimisation: a strategic priorityOur diverse regional scale, comprehensive brand portfolio and focus on operational excellence remain relevant for our business in the years ahead. We aim to achieve more by optimising our competitive advantage and brand portfolio.

Maximising our competitive advantage Effi ciency is already a byword in our daily operations and we will continue to adopt processes that generate less waste and consume fewer resources. At the same time, stringent procurement practices will protect us from rising commodity costs to counteract the squeeze on margins.

Improving the route to market for our products is critical. Only by executing this well will we be able to reap the fruit of our marketing efforts. Therefore, it is important that we continue to keep establishing mutually benefi cial partnerships with distributors and retailers. By continually enhancing our retail and dealer management, we will differentiate ourselves from the competition and hone our competitive edge.

South AsiaVolume for South Asia (India and Sri Lanka) increased by 30%, while lower marketing expenditure and overheads reduced losses to S$9.8 million. As we have announced in early December, we shall be selling off our two Indian breweries to Heineken. But this does not mean that drinkers there will not be able to fi nd Tiger anymore, as there are various other options open for Tiger’s continued distribution there.

MongoliaDespite a 15% rise in volume, an operating loss of S$7.3 million was incurred. This was mainly attributable to unrealised foreign exchange loss from the currency realignment of US dollar loans as the Tugrik weakened against the US dollar. Excluding the impact from the foreign exchange loss, operating loss was S$1.9 million.

Brand building efforts via global platforms for Tiger will be intensifi ed in this market where we aim to become a strong leading player in the market in the near term.

Our ongoing focus on keeping operational standards high and containing costs was vital to achieving PBIT growth.

We seek to capitalise on the massive potential of emerging markets such as Laos, Mongolia and South Asia.

“Our diverse regional scale, comprehensive brand portfolio and focus on operational excellence remain relevant for our business in the years ahead. We aim to achieve more by optimising our competitive advantage and brand portfolio.”


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Capitalising on our comprehensive portfolioWith over 40 beer brands, our priority is to continue developing strong, relevant brand portfolios for greater diversity in each market. This will involve continually identifying the tastes and preferences of our customers and the growth opportunities in each market, introducing new brands where appropriate, and re-energising existing brands. Our fl agship brands, Tiger and Heineken, will play a critical role in this brand-led strategy. We will keep growing the popularity and presence of Tiger which is now available in 60 markets. Concurrently, we will leverage Heineken’s status as a global brand to enhance growth opportunities in the six Asia Pacifi c countries where APB represents the brand.

AppreciationWith the world economy continuing to face uncertainty, the year ahead is bound to unveil its share of hurdles and challenges as well as exciting opportunities. I am confi dent that our staff will meet each of these occasions with the same determination, ingenuity and teamwork which they have demonstrated in FY2009.

My thanks go to them for their tireless efforts and to the Board for their wise counsel in all matters. I would also like to express my appreciation to our customers, partners, the union and various stakeholders for contributing to another successful year for APB.

Roland PirmezChief Executive Offi cer

Our fl agship brands, Tiger and Heineken, will continue to play a critical role in our brand-led strategy.

Brand portfolio management continued to underscore our performance in the Asia Pacifi c region.


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Five-year Group Statistics

Group Financial Highlights

2005 2006 2007 2008 2009 (Restated)

Revenue $m 1,436.4 1,526.3 1,783.6 1,997.9 2,040.2Profi t before interest, taxation and exceptional items $m 210.4 249.7 255.2 277.7 307.2Profi t before taxation and exceptional items $m 215.0 249.9 248.2 273.4 301.6Attributable profi t before exceptional items $m 114.4 131.6 132.6 131.9 158.0Attributable profi t $m 115.1 129.9 133.7 123.7 172.4Attributable profi t before exceptional items / Revenue % 8.0 8.6 7.4 6.6 7.7Share capital and reserves $m 864.7 886.0 953.8 957.2 1,032.3Total assets employed $m 1,274.2 1,558.6 1,725.4 1,711.8 1,746.5 Attributable profi t before exceptional items as a percentage of average shareholders’ equity % 13.7 15.0 14.4 13.8 15.9Attributable profi t as a percentage of average shareholders’ equity % 13.8 14.8 14.5 13.0 17.3 Per share – Attributable profi t before exceptional items cents 44.7 51.2 51.4 51.1 61.2 – Attributable profi t cents 45.0 50.3 51.8 47.9 66.8 – Dividend for year (net) cents 30.0 30.0 32.0 32.0 32.0 – Net tangible assets $ 2.97 2.42 2.80 2.89 3.17 Dividend yield – based on highest share price for the year % 3.3 1.9 1.9 2.3 2.6

Note1 Market capitalisation is based on share price at close of business on fi rst trading day after preliminary announcement of full-year results.

Profit before interest, taxation and exceptional items $m

307.2277.7

20092008

255.22007249.72006

210.42005

Attributable profit before exceptional items / Revenue %

7.76.6

20092008

7.420078.62006

8.02005

Attributable profit before exceptional items per share cents

61.251.1

20092008

51.4200751.22006

44.72005

Market capitalisation1 $m

3,124.02,633.4

20092008

3,407.720073,948.62006

2,295.22005

Attributable profit before exceptional items $m

158.0131.9

20092008

132.62007131.62006

114.42005

Return on average shareholders’ equity before exceptional items %

15.913.8

20092008

14.4200715.02006

13.72005

Dividend yield based on highest share price for the year %

2.62.3

20092008

1.920071.92006

3.32005

Share capital and reserves $m

1,032.3957.2

20092008

953.82007886.02006

864.72005


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Two-year Financial Highlights

Notes 2009 2008 Change (%)

Profi t StatementRevenue $m 2,040.2 1,997.9 2.1Profi t before interest, taxation and exceptional items $m 307.2 277.7 10.6 Profi t before taxation $m 316.0 265.2 19.1 Profi t after taxation $m 219.3 165.8 32.2Attributable profi t – before exceptional items 1 $m 158.0 131.9 19.7 – after exceptional items 1 $m 172.4 123.7 39.3Balance Sheet Shareholders’ equity $m 1,032.3 957.2 7.8 Total assets $m 1,746.5 1,711.8 2.0Market capitalisation at 13 Nov 2009 (17 Nov 2008) 2 $m 3,124.0 2,633.4 18.6Financial Ratio Return on average shareholders’ equity – Profi t before taxation % 31.8 27.7 – Attributable profi t before exceptional items 1 % 15.9 13.8 Profi t before interest, taxation and exceptional items as a percentage of revenue % 15.1 13.9 Profi t before taxation as a percentage of revenue % 15.5 13.3 Profi t after taxation as a percentage of revenue % 10.7 8.3 Per Share Data Profi t before taxation cents 122.4 102.7 19.1 Attributable profi t before exceptional items 1 cents 61.2 51.1 19.7Net tangible assets $ 3.17 2.89 9.7 Dividends (1-tier tax exempt) cents 32.0 32.0 – Dividend cover 3 times 1.91 1.60 19.7Singapore Exchange prices Year to 30 September – High (3 Aug 2009) $ 12.30 14.00 – Low (4 Mar 2009) $ 9.00 10.80 At 13 Nov 2009 (17 Nov 2008) 2 $ 12.10 10.20

Notes1. Attributable profi t: Profi t after taxation and minority interests. 2. Based on issued share capital at year end 30 September and market price is as per close of business on fi rst trading day after preliminary announcement of full-year results.3. Dividend cover: Attributable profi t before exceptional items per share divided by net dividends per share.


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Organisation StructureAs at 8 December 2009

APB’s Shareholding

100% Asia Pacif ic Breweries (Singapore) Pte Ltd, Singapore

100% Asia Pacif ic Breweries (Aurangabad) Private Limited, India*

100% Asia Pacif ic Breweries-Pearl Private Limited, India*

60% Asia Pacif ic Breweries (Lanka) Limited, Sri Lanka

80% Cambodia Brewery Limited, Cambodia

100% DB Breweries Limited, New Zealand

100% Drinkworks Limited**

25.5% Guinness Anchor Berhad, Malaysia

100% Asia Pacifi c Brewery (Hanoi) Limited, Vietnam

50% Heineken-Asia Pacifi c Breweries (China) Pte. Ltd., China***

100% Heineken-Asia Pacifi c Breweries (China) Management Services Co. Ltd100% Shanghai Asia Pacif ic Brewery Co. Ltd100% Hainan Asia Pacif ic Brewery Company Ltd100% Heineken Trading (Shanghai) Co. Ltd100% Guangzhou Asia Pacifi c Brewery Co. Ltd21.37% Kingway Brewery Holdings Limited49% Jiangsu Dafuhao Breweries Co., Ltd

68% Lao Asia Pacif ic Breweries Limited, Laos

55% MCS-Asia Pacif ic Brewery LLC, Mongolia

75.81% South Pacif ic Brewery Limited, Papua New Guinea

36.84% Thai Asia Pacif ic Brewery Co. Ltd, Thailand

60% Vietnam Brewery Limited, Vietnam

100% VBL Da Nang Limited100% VBL Tien Giang Limited80% VBL Quang Nam Limited

100% Tiger Export Pte Ltd, Singapore

* On 7 Dec 2009, APB entered into agreements to sell its wholly-owned Indian operations to Heineken; as well as purchase Heineken’s 68.5% interest in Indonesian-based PT Multi Bintang Indonesia Tbk and 87.3% stake in Grande Brasserie de Nouvelle Caledonie S.A. located in New Caledonia. The transactions are subject to the approvals of the relevant authorities as well as APB’s shareholders through an Extraordinary General Meeting targeted to be held in end January 2010.

** DBG (Australia) Pty Limited, a wholly-owned subsidiary of DB Breweries Ltd is trading as Drinkworks Limited in Australia.

*** The other 50% is owned by Asia Pacifi c Investment Pte Ltd, which is jointly and equally owned by Fraser and Neave, Limited and Heineken N.V.


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Board of Directors

1 Mr Simon Israel ChairmanSimon Israel took on the position of non-Executive Chairman on 29 January 2008. He was appointed a Director and Chairman-Designate in November 2007. He has been an Executive Director of Temasek Holdings (Private) Limited, the Singapore-headquartered investment fi rm, since July 2006. Previously, Mr Israel spent 10 years as Chairman Asia Pacifi c of the Danone Group and as a member of that group’s Executive Committee. Prior to this, he worked across the Asia Pacifi c region in a 22-year career with Sara Lee Corporation. Mr Israel chairs the Singapore Tourism Board, is a director of Fraser and Neave, Limited, Singapore Telecommunications Ltd and Neptune Orient Lines Ltd. He also sits on the Business Advisory Board of the Lee Kong Chian School of Business at Singapore Management University.

2 Mr Roland Pirmez CEORoland Pirmez was appointed Chief Executive Offi cer on 1 October 2008. He has an Engineering degree in Agriculture (1978 – 1983) with a Master’s degree in Brewing (1983 – 1984) from the University of Louvain-la-Neuve in Belgium. Mr Pirmez, with 23 years in the beer industry, was previously CEO of Heineken Russia, a position he held since 2002. He was General Manager of APB’s associate, Thai Asia Pacifi c Brewery Co Ltd, for 4 years from 1998 to 2002. Before Thailand, Mr Pirmez held different positions in Africa, and joined Heineken as Managing Director–Angola in 1996.

3 Mr Koh Poh Tiong Non-Independent DirectorKoh Poh Tiong was appointed to the Board in October 1993. He is the Chief Executive Offi cer, Food and Beverage of Fraser and Neave, Limited. Previously, he held the position of Chief Executive Offi cer of APB from October 1993 to September 2008. He remains as a director of APB and retains directorships in most of APB’s operating companies in the region.

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Bank and a Member of the Board of Commissioners of PT Multi Bintang Indonesia, is an Alternate Director to David Richard Hazelwood. A Dutch citizen, his other directorships include Chairman of Innotek Ltd, Singapore, a director of Mansfi eld Manufacturing Company Ltd, in Hong Kong, a director of Exerion Precision Technology Holding NV, the Netherlands and he is a Non-executive Director of Heineken Beverages Switzerland.

9 Mr Kenneth Choo Tay Sian Alternate DirectorKenneth Choo, Alternate to Mr Siep Hiemstra, is the Director-Finance & Business Development of Heineken in Asia Pacifi c, and a member of the Asia Pacifi c Management Team. Mr Choo is a Director of Heineken Asia Pacifi c Pte Ltd and Heineken Far East Pte Ltd, and an alternate Director of Asia Pacifi c Breweries Limited (APBL) and its parent company Asia Pacifi c Investment Private Limited. He also holds directorships and alternate directorships in a number of APBL subsidiaries. He held various senior management positions in MNCs prior to joining Heineken in 2003. Mr Choo is a member of Certifi ed Public Accountants of Singapore, and has completed the Advanced Management Program at Harvard Business School.

10 Mr Huang Hong Peng Alternate DirectorHuang Hong Peng, Alternate to Mr Koh Poh Tiong, is the Deputy Chief Executive Offi cer of Food and Beverage of Fraser and Neave, Limited (F&N). He sits on the boards of F&N Group subsidiaries and associates. Prior to joining F&N, he was the Regional Director, China/CEO’s Offi ce of Asia Pacifi c Breweries Limited (APBL). He joined APBL in November 1994 and has served in various positions in Myanmar and the PRC. He also holds directorships and alternate directorships in a number of APBL subsidiaries. Prior to joining APBL, Mr Huang was Assistant Director, Airport Management in the Civil Aviation Authority of Singapore and has a degree in Air Transport from the Ecole National de l’Aviation Civile, Toulouse, France.

He is Chairman of the Singapore Kindness Movement (SKM), Chairman of the School Advisory Committee (SAC) of Gan Eng Seng School, a Director of PSA International Ltd and PSA Corporation Ltd, The Great Eastern Life Assurance Co Ltd and Board member of the Singapore Youth Olympic Games (YOG) Organising Committee.

From April 2000 to March 2008, he was Chairman of the Agri-Food & Veterinary Authority (AVA); and, a member of the APEC Business Advisory Council representing Singapore from January 1999 to August 2001. His previous directorships include National Healthcare Group Pte Ltd, the Media Corporation of Singapore Pte Ltd, Television Corporation of Singapore Pte Ltd, Wildlife Reserves Singapore Pte Ltd and Jurong BirdPark Pte Ltd.

For his contributions to AVA, he was bestowed the Public Service Medal at the National Day Awards 2007. He also received the Service to Education Award from the Ministry of Education in 2007 and the 1998 DHL/The Business Times Outstanding CEO of the Year Award.

4 Mr Siep Hiemstra Non-Independent DirectorSiep Hiemstra was appointed to the Board of Directors in June 2005. He joined the Heineken Group in 1978 and had held senior management positions in Europe, Africa and Asia Pacifi c. Mr Hiemstra was APB’s Regional Director, SEA & Oceania (1998 - 2001), responsible for supervising the operations in New Zealand, Papua New Guinea, Malaysia, Thailand and Cambodia. His prior appointment was Corporate Director of Heineken Technical Services (2001 - 2005).

Mr Hiemstra currently holds the position of President, Heineken Asia Pacifi c, and he is also a member of Heineken Executive Committee on a global basis. He is currently the Chairman of Heineken Asia Pacifi c Pte Ltd, and holds directorship in Asia Pacifi c Investment Pte Ltd and Asia Pacifi c Breweries Group’s subsidiaries and associate companies, including Heineken-Asia Pacifi c Breweries (China) Pte. Ltd., Kingway Brewery Holdings Limited,

DB Breweries Limited, as well as Heineken Group of companies in Asia Pacifi c, including PT Multi Bintang Indonesia Tbk.

5 Mr David Richard Hazelwood Non-Independent DirectorDavid Richard Hazelwood has held various positions in Heineken companies between 1980 and 2006. His last position was Director Group Finance based in The Netherlands. A British citizen, and chartered accountant by training, his other directorship is with Zywiec S.A.. He previously held directorship in Nigerian Breweries.

6 Mr Lee Yong Siang Independent DirectorLee Yong Siang was appointed to the Board in 1995. He serves as Chairman of the Audit Committee and the Remuneration Committee of the Company. He also sits on the Board of AGF Asset Management Asia Limited.

He was the Chief Executive of the Public Utilities Board, from 1982 until his retirement in February 1995, Chairman of Tuas Power Ltd from 1995 until 1999, Chairman of Changi (Toa Payoh) General Hospital from 1994 until 1999 and Chairman of City Gas Pte Ltd from 2002 - 2005.

7 Mr Goh Yong Hong Independent DirectorGoh Yong Hong joined the Board in 1993. He serves in the Audit and Remuneration Committees of the Company. Presently, he also sits as an independent Director in listed SC Global Ltd and Guocoland Ltd. He was a director of Evergro Properties Ltd. He was also Commissioner of Police from 1979 to 1992, and Executive Deputy Chairman of Singapore Turf Club until 2002. He was also Vice President of the Singapore National Olympic Council and Singapore Sports Council. He is currently Chairman of Seletar Country Club and Chairman of the Advisory Committee of Raffl es Town Club Pte Ltd.

8 Mr Robert S Lette Alternate DirectorRobert S Lette, formerly a Banker with Credit Suisse, MeesPierson & Dresdner


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Leadership TeamAsia Pacific Breweries Limited

1 Mr Roland PirmezChief Executive Offi cer

2 Mr Chris KiddRegional Director, Indochina

3 Ms Loy Juat BoeyDirector, Group Finance

4 Dr Les BuckleyRegional Director, S.E.A/Oceania

5 Mr Vivek ChhabraRegional Director, South Asia & Director, Group Business Development

6 Mr Malcolm TanRegional Director, China

7 Mr Bennett NeoRegional Director, Singapore Cluster and Cambodia

8 Mr Edmond NeoDirector, Group Commercial

9 Ms Geraldine LimDirector, Group Legal

10 Ms Yvonne YeoDirector, Group Human Resource

11 Mr Antonio ApostoloRegional Supply Chain Manager

12 Ms Sarah KohGeneral Manager, Group Corporate Communications

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7

10

8

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6

4

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Our team delivers optimal performance. Individually, each possesses specific expertise. Collectively, they possess a proven track record.


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Leadership TeamSubsidiaries and associated companies

1 Mr Ashwin DeoCEO, South Asia, Asia Pacifi c Breweries (Aurangabad) Private Limited, India

2 Mr Michael ChinGeneral Manager, Asia Pacifi c Breweries (Singapore) Pte Ltd, Singapore

3 Mr Larry LeeGeneral Manager, Asia Pacifi c Brewery (Hanoi) Limited, Vietnam

4 Mr Koh Tai HongGeneral Manager, Cambodia Brewery Limited, Cambodia

5 Mr Brian BlakeManaging Director, DB Breweries Limited, New Zealand

6 Mr Charles IrelandManaging Director, Guinness Anchor Berhad, Malaysia

7 Mr Kevin NgGeneral Manager, Hainan Asia Pacifi c Brewery Co. Ltd, China

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8 Mr Ronnie TeoGeneral Manager,

Lao Asia Pacifi c Breweries Limited, Laos

9 Mr Lester TanManaging Director,

MCS-Asia Pacifi c Brewery LLC, Mongolia

10 Mr Samson WongGeneral Manager,

Shanghai Asia Pacifi c Brewery Co. Ltd, China

11 Mr Stan JoyceGeneral Manager,

South Pacifi c Brewery Limited, Papua New Guinea

12 Mr Panya PongtanyaGeneral Manager,

Thai Asia Pacifi c Brewery Co. Ltd, Thailand

13 Mr Ong Chui SengGeneral Manager,

Tiger Export Pte Ltd, Singapore

14 Mr David TengGeneral Manager,

Vietnam Brewery Limited, Vietnam

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Business Review

Singapore

Papua New Guinea

China

Malaysia

Indochina

Emerging markets

New Zealand

Thailand

Export markets

Throughout the year, we seized every opportunity to enhance brand penetration and achieve operational excellence.


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Business Review: Singapore

Singapore, which includes both domestic and export operations, saw PBIT improve by a substantial 25% year-on-year.


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Building on the strength of our brandsUnderpinning our performance was the continued strength of a comprehensive brand portfolio.

Domestic volume for Tiger grew during the year, spurred on by brand-building activities. Emphasising its stature as an international beer brand, Tiger raised its profi le with the “Winning the World Over” advertising campaign which launched in April 2009. The brand further sustained its rapport with discerning young adults when it aired the advertising campaign, “Zip” later that year.

Reinforcing Tiger’s connection with young adults through their passion for football was the continued broadcast sponsorship of the Barclays Premier League. The brand also associated itself with the Barclays Singapore Open when it became its Offi cial Beer Sponsor of the prestigious golf event. Meanwhile, the art and design platform, Tiger Translate, garnered heightened awareness with its activation in the city.

In FY2009, Singapore, which takes into account both domestic and export operations, recorded revenue of S$493.2 million and PBIT of S$70.7 million. PBIT improved by a substantial 25% year-on-year, owing to volume growth in export, contract packing and domestic sales; improved margins from price increases; lower overheads and lower expenditure on marketing activities. Today, our operations in this economy contribute 23% to Group PBIT.

Sustaining Tiger’s rapport with discerning young adults, the advertising campaign “Zip” was launched.

Archipelago celebrated the launch of the new concept outlet, the Queen and Mangosteen, with the introduction of two new beers, Archipelago Apsara Lager and Archipelago Islander India Pale Ale.

Singapore reported a PBIT of S$70.7 million.

Revenue generated for FY2009 was S$493.2 million.

S$493.2m

S$70.7mHeineken fared well during the year, driven by innovative beer drinking experiences that resonated well with Singaporeans. The music platform, Heineken Green Room and the brand’s participation in key music events such as F1Rocks, Zoukout and the Mosaic Music Festival raised brand awareness and anchored consumers’ affi nity with the brand.

Homegrown craft beer, Archipelago saw signifi cant volume growth year-on-year. The brand continued to add to its range of beers with the introduction of Archipelago Apsara Lager and Archipelago Islander India Pale Ale in February 2009 to commemorate the opening of a new concept outlet, The Queen & Mangosteen.

The launch of several imported brands added depth to our portfolio of beers. Making their debut were brands from the Scottish & Newcastle stable, namely, Newcastle Brown Ale, John Smith and Bulmer’s Original.


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Business Review: Malaysia

GAB’s four pillar brands — Tiger, Heineken, Guinness and Anchor — grew in volume.


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Paulaner, one of GAB’s new imported brands, was introduced into the Malaysia market in FY2009.

Guinness, a key brand of GAB’s portfolio.

organised the inaugural T Music Festival as its new music platform in Malaysia.

Likewise, Heineken utilised properties of the global sponsorship of UEFA Champions League and Heineken Green Room as part of its consumer outreach. These initiatives scored Heineken its strongest equity growth ever during the year under review.

GAB introduced three new imported brands to the Malaysian beer market in the same year. These were SOL Mexican beer, Strongbow cider and Paulaner German wheat beer. Their addition is in line with the objective of providing a diverse portfolio of brands, each with a distinct positioning and catering to different drinking occasions.

Enhanced operationsBesides a portfolio of winning brands, the company’s results may be attributed to its consistent focus on operational excellence. GAB continued to invest in employee training to build skills and create a competitive edge. Various measures that were introduced increased effi ciency and enabled staff, partners and retailers to enhance their performance.

APB participates in Malaysia’s beer market through a 25.5% stake in Guinness Anchor Berhad (GAB). GAB started the fi rst half of its fi nancial year strongly, outpacing the growth of the beer market which later turned sluggish as a result of the economic slowdown. APB’s share of GAB’s results stood at S$12.8 million.

A diversifi ed portfolioEvery one of GAB’s four pillar brands – Tiger, Heineken, Guinness and Anchor – grew in volume. Continued investments and concerted efforts to keep building these beer brands were reasons behind their growth.

Capitalising on music and sports, both Tiger and Heineken were able to recruit new consumers and build brand affi nity. For instance, Tiger continued to maximise Tiger FC to engage football fans while it

During the year, GAB paid particular attention to distributors and trade, initiating a series of nationwide activities to engage them. A new product order system was also implemented, improving service to distributors and allowing them to better utilise warehouse space. To equip key F&B partners with business solutions as well as product and customer training, the GAB Academy was set up. Such activities convinced the retail trade to make a clear shift towards GAB, generating a large number of both new contracts and renewals.

Malaysia reported a PBIT of S$12.8 million.

S$12.8m


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Business Review: New Zealand

Heineken continued to underscore its status as a global beer brand while Tiger registered double-digit volume growth.


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Launched in FY2009, Monteith’s Crushed Apple Cider clinched a Silver Medal at the BrewNZ Beer Awards.

Tui remains New Zealand’s most popular beer, while new beer brand, Export 33, debuted during the year.

The home advantageTui maintained its position as the country’s most popular beer and stayed connected with its consumers through its enduring and iconic “Yeah Right” billboard campaign. Tui capped the year by clinching the title of Best New Zealand Draught at the 2009 BrewNZ Beer Awards.

Monteith’s continued to produce a range of premium craft beers to be savoured. To refresh the brand and broaden its appeal, Monteith’s Crushed Apple Cider was launched and immediately garnered a Silver medal at the BrewNZ Beer Awards.

Leveraging the merits of the well-established Export brand, DB maintained its sponsorships of skiing and snowboarding championships. In the coming summer months, it will also get behind national surfi ng championships. Export 33, an innovative low-carb beer, debuted during the year. It was named Best Reduced Alcohol, Reduced Carbohydrate and Gluten-Free Beer at the BrewNZ Beer Awards. An international edgeHeineken sustained its rapport with consumers through above-the-line

The fi nancial year saw the New Zealand beer industry face a strongly recessionary economy. DB Breweries Limited (DB), our wholly owned subsidiary, registered revenue and PBIT of S$371.6 million and S$10.6 million respectively.

During the year, economy brands grew at the expense of premium offerings; raw material costs rose signifi cantly; and strong competition persisted. In view of these factors, DB put in place compensation measures including stringent cost management which has resulted in signifi cant overhead savings, increased marketing support for premium brands and continual rationalising of our brand offerings, such as launching new brand variants to improve margins.

communications, product innovations and sponsorship opportunities such as the NZ Golf Open and the post-tournament party for the Heineken Open which offered suitable quality branded environments for the global beer brand.

Tiger enjoyed double-digit growth compared to the previous year. This was largely due to increases in draught volumes following an on-premise tap expansion. Tiger’s strong visibility at point-of-sales across the channels also worked in infl uencing the consumer choice.

Tiger Art heightened brand visibility further. This series of street art initiatives, such as murals in bars and on the backs of buses, reinforced Tiger’s brand image of “urban street cool”, distinguishing it from the competition.

AustraliaDB’s subsidiary, Drinkworks Limited, performed exceptionally with Tiger sales soaring 64% from a solid base while total portfolio sales grew 60%. Over 2,500 outlets now retail Tiger in Australia, primarily in Sydney, Melbourne and Perth, and this is 30% higher than the previous year.


S$371.6m


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Business Review: Papua New Guinea

Our business in Papua New Guinea continued its sterling performance from the previous year as it emerged as one of the Group’s top performing markets.


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The year in review saw a brand-new packaging for South Pacifi c Export Lager.

SP Lager reinforced its status as the country’s “national beer” through sponsorships and brand initiatives.

A quality portfolioSPB reported a rise in overall sales volume. In particular, SP Lager, Papua New Guinea’s “national beer” grew its footprint on the back of sponsorships and brand-led activities. SP Lager continued its “BIG TIME” thematic campaign for the second year, reinforcing the brand as an integral part of life and celebration in Papua New Guinea.

South Pacifi c Export Lager received a new look in FY2009. Targeting sophisticated working professionals, the brand also benefi ted from its sponsorships of golf and rugby events.

Boosting its image amongst its target audience, Niugini Ice gave urban young adults a brand experience through events such as ICE X’mas and ICE PNG’s Got Talent competition.

As a testament to the high standards of SPB’s key brands, SP Lager, South Pacifi c Export Lager and Niugini Ice all received gold medals at the DLG awards in Germany. Issued by the German

Our business in Papua New Guinea continued its sterling performance from the previous year as it emerged as one of the Group’s top performing markets. South Pacifi c Brewery Limited (SPB) which manages two breweries there recorded PBIT gains of 27% while revenue stood at S$264 million, up 20% from the year before. The achievement is attributed to higher volume and better margins from price increases.

Agricultural Association, or Deutsche Landwirtschaftsgesellschaft, the awards are given to consumables of fi ne quality.

Tapping the potentialTo keep pace with the growth of the beer market, SPB initiated upgrades at both its breweries, with the addition of a new brewhouse and canning line at its Lae brewery and an expansion of the canning and bottling line at its brewery in Port Moresby. Upgrading at the former is expected to be ready by February 2010 while works at the latter have been completed in November 2009.

Papua New Guinea reported a PBIT of S$77.1 million.


S$264.0m

S$77.1m


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Business Review: Indochina

Indochina which comprises Vietnam, Cambodia and Laos continued to be APB’s largest PBIT contributor.


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Heineken continued to be a choice offering in Vietnam.

VietnamDespite the challenges caused by the global economic crisis, Vietnam’s beer market grew although there were consumption shifts. With our strong portfolio of brands, we have been able to meet these demand shifts and still register volume gains in such challenging times.

In particular, our Larue brand benefi ted from the consumption shift and recorded double-digit growth during the year. Biere Larue which was timely launched in north Vietnam during the year further boosted our total volume.

Our long term commitment to building our international brands, Tiger and Heineken continued with a series of new communication initiatives. This will help sustain and grow equity for both brands.

The fi nancial year saw APB’s wholly-owned subsidiary in north Vietnam being renamed Asia Pacifi c Brewery (Hanoi) Limited on 12 February 2009. The move refl ects the absorption of what was Hatay Province into Hanoi and provides the opportunity for the company to be a leading brewer in the capital.

Indochina which comprises Vietnam, Cambodia and Laos continued to be APB’s largest PBIT contributor that contributes about 53% of APB’s PBIT.

Overall, the region performed strongly during the year with revenue and PBIT gains of 8% and 15% respectively. Revenue stood at S$831.6 million while PBIT was S$163.9 million.

We oversee seven brewery operations in Indochina today – fi ve in Vietnam and one each in Cambodia and Laos.

Timely launched in Northern Vietnam, Biere Larue boosted sales volume in the country during the year.

Indochina reported a PBIT of S$163.9 million.


S$831.6m

S$163.9mAlso making further advancement is our 60%-owned Vietnam Brewery Limited (VBL) which is responsible for beer brewing, sales and distribution in the central and southern regions of the country. To further tap the Vietnamese beer market where demand for canned beers is on the rise, VBL commissioned new fermentation tanks and a new 90,000-can-per-hour canning line, which is the largest in Southeast Asia, at its brewery in Ho Chi Minh City. The brewery’s licensed capacity is now 2.8 million hectolitres, up from 2.3 million hectolitres previously.


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ABC Extra Stout continued to be embraced as the best stout in Cambodia. This can be ascribed to consistent brand communication over the years.

Gold Crown performed well, rising in volume compared to the previous year. The brand’s proposition as a beer brewed to international standards and attractive pricing as well as growth of the savings segment were amongst the reasons for its sales improvement.

Business Review: Indochina

CambodiaCambodia’s beer market contracted and saw shifts in beer consumption during the year under review. In view of the challenges, we reorganised our resources and restructured our tactics for effective counteraction.

Tiger maintained its presence through brand-led initiatives and campaigns such as its successful wedding programme that has worked in underlining Tiger’s status as a premium international lager for celebrations and special occasions. Contributing to brand equity and driving consumption were Tiger’s sponsorship of golf tournaments and strategic leveraging of its Barclays Premier League sponsorship for consumer activation. Such activities enabled Tiger to maintain its existing customer base while recruiting new drinkers.

Trade focus for Anchor intensifi ed during the year. The brand enhanced its “refreshingly smooth” proposition through a nationwide Rave Tour while it drove demand through festive promotions. Anchor, embraced for its refreshingly smooth taste.

Tiger maintained its rapport with drinkers through exciting campaigns and sponsorships.


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Tiger continues to establish its network in Laos.

Consumer activities are leveraged to elevate Tiger’s profi le.

LaosDuring APB’s fi rst full year of operation in the Lao beer market, we focused on establishing our footing there through management of our brand portfolio and route-to-market, strategic market execution and ensuring that processes and standards are well in place. In March 2009, we celebrated the brewery’s fi rst anniversary and launched ABC Extra Stout as our latest brand offering. This diversifi es our brand portfolio as we build up our position to take on the competition in the market.

Tiger, which has been brewed locally since the previous year, continued to build on its position as an accessible premium beer. We concentrated on improving brand equity, visibility and its footprint across the nation. The brand personality was strengthened by its association with football, for example through viewing parties at key outlets. To bond with young adult drinkers, music activities such the Tiger Top Ten Parties and Countdown concerts were leveraged.


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Business Review: Thailand

Thailand maintained its focus on raising the profi les of Heineken, Tiger and Cheers through consumer engagements, sponsorships and brand extensions.


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Cheers extended a new variant, Cheers Xtra, to boost the brand offerings of TAPB.

Tiger sustained its rapport with consumers through art and music platform, Tiger Translate.

shopping mall. The excitement peaked when Heineken partnered the Thailand Convention & Exhibition Bureau to jointly play host to some 300 fans from 40 countries at the beach resort of Krabi, Thailand where they caught the ‘live’ screening of the fi nal match of the UEFA Champions League.

Striking a chord with music lovers, the brand staged Heineken GreenSpace One World Party, a large-scale music party featuring leading artistes from around the world.

Tiger maximised its exposure through strategic outdoor advertising and has been elevating the enjoyment of the brew through avenues such as the Tiger Beer Park. In February 2009, Tiger engaged consumers through its art and music platform, Tiger Translate which saw a strong turnout.

May 2009 witnessed the launch of variant Tiger Crystal Light. Well-received by tourists and locals alike, the beer is available in the major tourist regions of Pattaya, Samui, Phuket, Krabi, Hua Hin and Bangkok.

Thai Asia Pacifi c Brewery Co. Ltd (TAPB) in which APB holds a 36.84% stake, faced a challenging operating environment in FY2009. Amidst continued political and economic uncertainty as well as alcohol control regulations and restrictions on consumption, TAPB focused its efforts on building the three brands Heineken, Tiger and Cheers.

Reinforcing brand credentialsHeineken continued to offer a premium choice in the “Land of Smiles”. Extending its popularity, Heineken further leveraged sports and music platforms to drive visibility and build the brand’s appeal amongst young adults. Capitalising on Heineken’s global sponsorship of the UEFA Champions League 2009, a “Stadium of Dreams” constructed from more than 200,000 Heineken cans was displayed outside a popular Bangkok

To further enhance its portfolio, TAPB’s local beer, Cheers launched its fi rst brand variant, Cheers Xtra in June 2009.

Thailand reported a PBIT of S$1.0 million.

S$1.0m


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Business Review: China

Results of our China operations improved by S$23.8 million, due to volume growth, improvement in sales mix and lower marketing expenditure.


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Anchor continues to be a favourite beer brand in Hainan today.

Heineken differentiates itself from its peers through sponsorships such as Shanghai ATP Masters 1000 event and China Open 2009.

Focusing on our key brandsCapitalising on the increasing consumer preference for premium beers, HAPBC focused on growing our key brands, in particular, Heineken and Tiger.

During the year, Heineken leveraged its global sponsorship of the UEFA Champions League which reinforced the brand’s position as an international premium beer. Similarly, Heineken was behind premier tennis tournaments and was the Founding Sponsor of the Shanghai ATP Masters 1000 event and the Offi cial Beer for China Open 2009. Heineken’s associations with these initiatives differentiated the brand from its peers as they worked to boost its international status.

Tiger’s popularity grew during the year and this was substantiated by its increased volume. The stronger demand for Tiger was a result of concerted brand initiatives and improved sales of its variant, Tiger Crystal which further gained favour and market penetration in the Chinese beer market. Tiger continued to raise its profi le as an international premium offering through platforms like Tiger Translate and movie sponsorships. It also leverages on events and beer festivals such as the Suzhou Beer

APB operates in the People’s Republic of China through its 50% joint venture company Heineken-APB (China) Pte Ltd (HAPBC). HAPBC owns breweries in Hainan and Shanghai while it holds stakes in Jiangsu Dafuhao Breweries Co. Ltd (DFH) and Kingway Brewery Holdings Limited (Kingway). DFH breweries are located in Jiangsu province while Kingway breweries are situated in Guangdong, Tianjin, Shaanxi and Sichuan.

China’s beer market remained fairly stable in FY2009. Results of our China operations improved by S$23.8 million. Excluding the S$19.1 million impairment charge on Kingway recorded in FY2008, operating losses of our China operations narrowed by 45% to S$5.9 million. The better performance was attributable to volume growth, improvement in sales mix and lower marketing expenditure.

Festival to further maximise exposure of the brand.

Despite intense competition, Anchor remained a favourite beer brand in Hainan, with a continued uptrend in volume. This can be attributed to successful marketing which further strengthened its equity and an enhanced sales network that extended the reach of the brand.

DevelopmentsBy end of 2010, HAPBC will add another brewery to its fold when the new plant which it is now building in Guangdong’s provincial capital city, Guangzhou, comes on stream. This is to accelerate our advancement in South China as we seek sustainable growth there.

Meanwhile, negotiations with Nantong Fuhao Alcohol Industry Co., Ltd on the sale of HAPBC’s 49% stake in DFH have stopped. HAPBC will retain the 49% stake in DFH for now and continue to benefi t from DFH’s earnings.

China reported a volume growth of 30%.

Ò30%


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Business Review: Emerging Markets

Revenue from South Asia amounted to S$54.3 million. The 22% revenue increase versus the previous year was due to a 30% gain in volume.


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Anchor was added to our portfolio in Sri Lanka to offer consumers yet another premium offering.

brands including Tiger, Baron’s Strong Brew and Cannon 10000. The latter manages a brewery just outside Hyderabad, the capital of Andhra Pradesh and offers Tiger and Cannon 10000.

The year under review saw positive results of our geographical expansion strategy designed to take our beers to places in India. While both Tiger and Baron’s Strong Brew steadily gained popularity in the North Indian markets, we also extended our footprint in the North Indian states of Uttar Pradesh, Haryana, Punjab and Chandigarh. In keeping with our commitment of offering choices, we increased our brand selections in existing markets, launching Tiger and Cannon 10000 in West Bengal.

Sri LankaAgainst a backdrop of legislative restrictions on marketing and an overall dip in beer consumption, our brewery in Sri Lanka pressed on with brand building and new brand launches, pursued an enhanced distribution and ensured better cost management and effi ciency.

Anchor, which was successfully launched the previous year, made inroads into many premium on-premise outlets during the year. In March 2009, we introduced ABC Extra Stout that promises stout lovers the enjoyment of a dry stout with its distinct

South AsiaRevenue from South Asia, comprising India and Sri Lanka, amounted to S$54.3 million. The 22% revenue increase versus the previous year was due to a 30% gain in volume.

Losses narrowed to S$9.8 million, owing to higher volumes and reduced costs.

IndiaAPB operates through two subsidiaries in India – Asia Pacifi c Breweries (Aurangabad) Private Limited and Asia Pacifi c Breweries-Pearl Private Limited. The former which operates a brewery in Aurangabad, Maharashtra produces and markets beer

Tiger reaches out to the discerning young adult drinkers through events such as Delhi Fashion Week.

roasted malt taste. These brands, together with Baron’s Strong Brew, now form our winning portfolio of beer brands in Sri Lanka.

MongoliaMongolia generated revenue of S$15.3 million in FY2009, an increase of 10% versus a year ago. Despite the fl at beer market, our volume grew 15% on the back of improved distribution and concerted sales effort.

Brand building remained a key focus for us in Mongolia. For instance, Tiger continued to enhance its equity and highlight its world-acclaimed status, a merit that equates to outstanding quality to consumers there, through global platforms such as the Barclays Premier League and Tiger Translate, a music and multi-disciplinary art experience.

Meanwhile, we got behind domestic activities such as the Mongolian Basketball League to raise the profi le of local beer brand Sengur. In fact, the two-year-old brand clinched its fi rst Silver Medal at the Australian International Brewing Awards in March 2009. The recognition further gave credence to our promise of quality brews.

The year saw us launch a new local beer, Jalam Khar, a stronger beer with 5.8% alcohol.

Revenue for South Asia was S$54.3 million.

Revenue for Mongolia was S$15.3 million.

S$15.3m

S$54.3m


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Business Review: Export Markets

Despite the economic downturn and an overall contraction of major European and American beer markets, there was rising demand for Tiger.


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Tiger, a well-embraced Asian beer import that is loved for its quality taste.

Tiger stood out as a premium imported Asian beer through Asian-themed events.

Since 2 March 2009, Scottish & Newcastle UK has been exclusively importing, marketing and distributing Tiger in the UK. In the USA and Canada respectively, United States Beverages LLC and the Bruce Ashley Group began undertaking distribution of Tiger from the middle of 2009.

Seeding new marketsDuring the year, TEPL also seeded new markets in Finland, Greece, Uruguay and Chile, further diversifying Tiger’s global footprint.

The year saw Tiger’s brand initiatives and investments in its export markets proving their value. The brand continued to grow amidst the challenging trading environment.

Branding reaps rewardsDespite the economic downturn and an overall contraction of major European and American beer markets, there was rising demand for Tiger. This affi rms the strategy of Tiger Export Pte Ltd (TEPL) to invest in building the stature of Tiger as a premium imported Asian beer.

Tiger’s positioning is emphasised in these western markets by focusing distribution on premium Asian- and Fusion-themed food and beverage outlets in key cosmopolitan cities. At the same time, various events were organised to promote Tiger. Amongst them included the Tiger Beer Chilli Crab festival, Tiger Translate, the brand’s art and music platform, and Chinese New Year-related activities. By owning and consistently using such distinctly Asian platforms, Tiger stood out from the competition and is a well-embraced Asian beer import.


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Corporate Citizenship

The Asia Pacifi c Breweries Foundation has provided grants and other forms of support to over 200 initiatives, benefi ting disadvantaged homes, charitable organisations and medical research bodies, amongst others.


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APB plays its role as a corporate citizen through a myriad of avenues. Since its inception in 1994, the Asia Pacifi c Breweries Foundation (APB Foundation) has provided grants and other forms of support to over 200 initiatives, benefi ting disadvantaged homes and charitable organisations, medical research bodies, theatre and music groups and scholarship programmes amongst others.

Encouraging a vibrant arts sceneUnveiled in 2008, the APB Foundation Inspire Programme was initiated as an extension of the Foundation’s support for the arts, offering fi ve adopted benefi ciaries S$30,000 per annum for up to three years to bring their works to the next level.

Now into its second year, the Foundation’s support has enabled the arts groups to extend their works to a wider audience. Angkatan Sasterawan ’50 introduced creative writing to at-risk youths, while the Singapore Sculpture Society launched a sculpture pavilion and artist-in-residence programme featuring workshops by prominent local sculptors.

Indian contemporary dance was given a boost by Apsaras Arts’ performances in

public and on national television. At the same time, Chinese orchestra group, Ding Xiaoyan Ruan Ensemble, raised consciousness of the Ruan music scene with its performance held in collaboration with the Beijing Conservatory Ruan Ensemble. Cake Theatrical Productions brought theatre to the masses by staging a free outdoor production. Sharing the stage with other local emerging talents, the group also succeeded in raising the profi le of fellow artists.

Providing educational opportunitiesRecognising the value of human capital, the APB Foundation invests in programmes that support education and higher learning. At the same time, the Foundation reaches out to the disadvantaged in society by enabling self-help.

In line with this, the Scholarship for Persons with Disabilities was launched in 2004. Today, the scholarship extends to academically inclined students who are physically disabled or are hearing or visually impaired. In 2009, three deserving students were awarded the scholarships worth $11,000 per year for the duration of their course of study up to a maximum of four years for each student. The recipients

Under the APB Foundation Inspire Programme, arts groups were able to showcase their works to larger audiences.

The Scholarship for Persons with Disabilities was awarded to three new students in 2009.

Key highlights— Now into its second year, the APB

Foundation Inspire Programme has enabled its arts groups to extend their works to a wider audience.

— In September 2009, the APB Foundation expanded its reach to the underprivileged with the launch of a new grocery distribution programme, “Groceries with Heart”.

— In Malaysia, the brewery supports vernacular schools via a multitude of schemes through the SMILES programme under its GAB Foundation, and the Dragon Mission initiative under GAB.

— During the year, our Thai subsidiary launched its “Water for Life” project, which harnesses plants and micro-organisms to further treat wastewater, before releasing the effl uent into the ecosystem.

— Our Singapore brewery also continued to promote responsible drinking amongst young adults, with the youth-for-youth campaign, “Get Your Sexy Back” entering its second year.


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Corporate Citizenship

were selected based on their academic achievements, family’s fi nancial background, involvement in community work and positive attitude.

Feeding the needyIn light of the economic downturn, the Foundation continues to address bread and butter issues in 2009. Staff of APB in Singapore packed and delivered groceries to the homes of benefi ciaries under the “Groceries for Charity” programme which began in 2008.

In September 2009, the Foundation expanded its reach to the underprivileged with the launch of a new grocery distribution programme, “Groceries with Heart”. Held in partnership with voluntary group, Apex Club Singapore (City), the new programme benefi ts 156 elderly destitute and 48 low-income families who are amongst the most needy in Singapore.

Regional community engagementWhile the APB Foundation fulfi ls APB’s philanthropic commitment to society, our individual breweries also undertake initiatives to help meet the needs of the communities in which they operate. In

Vietnam, these ranged from providing fi nancial aid for fl ood victims of Cyclones Ketsana and Pharma in a number of Central Region provinces, to the donation of housing for poor families in the Mekong Delta. Our brewery in Andhra Pradesh, India, funded the construction of a metalled road to provide villagers with improved access from their village, while our Sri Lankan operations provided fi nancial support to an orphanage.

Based on our philosophy of empowering people through education, our breweries also contributed funds and supplies to schools in China, Laos, Sri Lanka and Vietnam. Vietnam also continued to encourage learning of the English language through its English Learning Centre, while in Malaysia, the brewery supports vernacular schools via a multitude of schemes through the SMILES programme under its GAB Foundation, and the Dragon Mission initiative under GAB. Supporting knowledge building, our New Zealand subsidiary began a fi ve-year sponsorship in 2008 with Auckland University Business School to develop future business leaders.

Helping the environmentWhile our breweries require signifi cant amounts of energy and water to operate, we are mindful of our duty as a responsible company to ensure effi cient use of these scarce resources. In addition, our breweries have measures in place to recycle beer bottles and are equipped to properly dispose of treated effl uent.

During the year, our Thai subsidiary launched its “Water for Life” project, which harnesses plants and micro-organisms to further treat wastewater, before releasing the effl uent into the ecosystem. In Vietnam, two of our breweries upgraded their wastewater treatment plants with upgrading works in progress at a third, while another installed a bio-gas boiler as a more environmentally friendly alternative.

Our Singapore and New Zealand breweries, too, have continued to develop and implement comprehensive measures to enhance waste management and reduce energy consumption. Demonstrating its commitment to reduce packaging waste, the former pledged its support for the Singapore Voluntary Packaging Agreement.

Our Thai brewery’s Water for Life project harnesses plants and micro-organisms to further treat wastewater.Through the GAB Foundation, the brewery in Malaysia set up reading corners in schools to encourage learning of the English language.


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APB’s concern for the environment extends beyond sustaining our business. In the area of biodiversity, our New Zealand subsidiary has had a fi ve-year support agreement with Pukaha Mount Bruce, New Zealand’s National Wildlife Centre to conserve some of the country’s most endangered birdlife. In Mongolia, our staff participated in the annual Selbe River Cleanup to clean the environs of the river running through the capital Ulaanbaatar, while in Malaysia, the GAB Foundation continues to engage the communities living along Sungai Way to rehabilitate this river.

Promoting responsible drinkingAs responsible corporate citizens, APB and its operating companies constantly promote the responsible drinking message. We have strict policies and guidelines in place to ensure that we use, market and promote our products responsibly.

Working with trade partners and the authorities, we embark on campaigns that promote positive drinking attitudes and habits with a focus to discourage drink driving, binge and underage drinking.

In FY2009, we played an active role in supporting local authorities’ efforts against drink-driving in Laos, Singapore and Thailand. Similarly, we collaborated with the National Road Safety Committee in Vietnam on the “Know When” campaign which engages the local communities via a well-received TV drama on friends and relationships, drinking and responsibility that was highly commended by the Vietnam government. In New Zealand, our subsidiary continues to co-sponsor the “Drink Responsibly” website, while operations in Papua New Guinea pledged its “Enjoy Responsibly” commitment on all product advertisements.

Our Singapore brewery also continued to address binge-drinking amongst young adults, with the youth-for-youth campaign, “Get Your Sexy Back” entering its second year.

In Mongolia, our staff helped clean the environs of the river running through the capital Ulaanbaatar. Responsible drinking campaign, “Get Your Sexy Back” entered its second year, spreading the anti-binge drinking message amongst young adults in Singapore.


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Key Milestones

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December 2008— APB increased its stake in Thai Asia

Pacific Brewery Co. Ltd from 35% to 36.84%.

February 2009— Hatay Brewery Limited was renamed

Asia Pacific Brewery (Hanoi) Limited on 12 February.

— Archipelago Apsara Lager and Archipelago Islander India Pale Ale were created for the Archipelago range. They were specially handcrafted to commemorate the opening of Archipelago’s latest concept outlet, The Queen and Mangosteen.

March 2009— Tiger was exported to Chile in

South America.

— Scottish & Newcastle UK assumed the role of exclusively importing, marketing and distributing Tiger in the UK.

— SP Brewery received the ISO certification (ISO 9001:2000) for its quality management in brewing, packaging and marketing of beer.

— Lao Asia Pacific Breweries and Asia Pacific Breweries (Lanka) launched their first locally brewed stout, ABC Extra Stout.

April 2009— On 9 April, APB established a

S$1 billion Multicurrency Medium Term Note Programme.

— Barworks Group Limited and Barworks Holdings Limited, owned by DB Breweries, incorporated Hurstmere Pubs Limited, Riccarton Hospitality 2007 Ltd and Gaults on Quay (2009) Limited, that are in the business of

food and beverage in New Zealand. Later in the same month, Gaults on Quay (2009) Limited acquired a 100% stake in Gaults on Quay Limited, which operates a food and beverage outlet in New Zealand.

— Tiger was exported to Finland.

May 2009— APB acquired the remaining 33% stake

in Asia Pacific Breweries-Pearl Private Limited, making the company a wholly-owned subsidiary of the APB Group.

— Tiger Crystal Light made its debut in Thailand.

July 2009— DB Breweries Limited entered into

a joint venture with Three Jays Ltd to form a new company, Trinity Hospitality Company Limited, to own, manage and operate a bar and microbrewery in Wellington.

August 2009— In Papua New Guinea, South Pacific

Brewery Ltd began upgrading its breweries in Lae and Port Moresby. Once completed, the former’s capacity will double from 300,000 hectolitres to 600,000 hectolitres, while the latter will have improved canning and bottling lines.

September 2009— To further tap the Vietnamese beer

market where demand for canned beers is on the rise, APB’s brewery in Ho Chi Minh City commissioned its new fermentation and canning facilities that produce up to 90,000 cans of beer per hour. The brewery’s licensed capacity is now 2.8 million hectolitres, up from 2.3 million hectolitres previously.

Keeping pace with the growth of the beer market in Papua New Guinea, APB’s breweries received capacity upgrades and improved canning and bottling lines.

Tiger began distribution in Chile and Finland in March and April 2009 respectively.

To better refl ect its commitment to the region, Hatay Brewery Limited was renamed Asia Pacifi c Brewery (Hanoi) Limited on 12 February 2009.

Tiger variant, Tiger Crystal Light, launched in Thailand.


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Major Shareholders

Fraser and Neave, Limited (F&N) had its origins more than a century ago, in the spirited decisions of two enterprising young men, John Fraser and David Neave, who diversifi ed from their printing business to pioneer the aerated water business in Southeast Asia in 1883.

From a soft drinks base, F&N ventured into the business of brewing in 1931, dairies in 1959, glass bottle manufacturing in 1972, property development and management in 1990 and publishing & printing in 2000.

Having been around for 126 years, F&N has not only stood the test of time but has grown from strength to strength to be a leading Pan-Asian Consumer Group with expertise and dominant standing in the Food & Beverage, Property and Printing & Publishing industries.

Leveraging on its strengths in marketing and distribution; research and development; brands and fi nancial management; as well as acquisition experience, it provides key resources and sets strategic directions for its subsidiary companies across all three industries.

F&N is among the top 25 companies listed on the Singapore stock exchange, and ranks as one of the most established and successful companies in the region. Present in over 20 countries spanningAsia Pacifi c, Europe and USA, the Group employs over 18,000 people worldwide.

Food & beverage A household name to many, F&N has established itself as a leader in the Food & Beverage arena in Singapore and Malaysia since the 1930s. Beyond soft drinks, it has successfully ventured into beer brewing, glass manufacturing as well as dairy products such as milk, soya milk, juice drinks, pasteurised tea and ice cream. At the same time, F&N is building more reputable brands, which are wellrecognised in the region. The Group’s consistent dominance in market share across various products has led to F&N being awarded with numerous Singapore

Brand Awards. Through established distribution networks and joint partnerships, F&N aims to reinforce its foothold in the Food & Beverage industry geographically across the Asia Pacifi c region, further expand its portfolio of brands and strengthen its research and development capabilities.

PropertiesFrasers Centrepoint Limited (FCL), a wholly-owned subsidiary of F&N, is a leading Singapore-based property company with a strong foothold in property development, property investment, serviced residences and investment funds. An integrated real estate group, FCL is focused on growing its business interests in residential (Frasers Centrepoint Homes), commercial real estate (Frasers Centrepoint Commercial), serviced apartments (Frasers Hospitality), and overseas projects (Frasers Property). Its global footprint covers projects in Australia, China, Japan, Korea, New Zealand, the Philippines, Thailand, UAE, the UK and Vietnam.

Publishing & printingThe rich intellectual capital of Times Publishing paved the Group’s entry into the knowledge-based economy. Singapore’s largest publishing and printing company, Times Publishing has a well-established track record in publishing, printing, direct sales, distribution and retailing of books, magazines and the provision of educational services. It operates a global network of 20 international offi ces, 40 subsidiaries and four associated companies in key cities in Southeast Asia, East Asia, Australia, Europe, the UK, and the US.


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Heineken is one of the world’s great brewers and is committed to remaining strong and independent. The brand that bears the founder’s name – Heineken – is available in almost every country on the planet and is the world’s most valuable international premium beer brand.

Heineken brews great beers and builds great brands. In addition to the Heineken brand, the Group has more than 170 international, regional, local and specialty beers around the globe. Some of the famous brands include Amstel ® – Europe’s third largest-selling beer, Cruzcampo ®, Tiger ®, Zywiec ®, Birra Moretti ®, Ochota ®, Murphy’s ® and Star ®. The Group aims to be a leading brewer in each of the markets in which it operates and to have the world’s best brand portfolio. Through the acquisition of Scottish & Newcastle in April 2008, Heineken created extensive new distribution and portfolio platforms in the UK and other markets.

By the end of 2008, the Group had the widest presence of all international brewers, thanks to the global network of distributors and 125 breweries in more than 70 countries. The brands are well established in profi table, mature markets, while the popularity of its beers is growing daily in emerging beer markets such as Russia, China and Latin America. Heineken is the largest brewer and distributor in Europe. The global coverage is achieved through a combination of wholly-owned companies, licence agreements, affi liates and strategic partnerships and alliances. The Group’s international export operations ship beer to large and profi table markets worldwide.

Heineken is committed to growth and has embraced innovation as a key component of its strategy in the areas of production, marketing, communication and packaging. In all of these areas, it is the consumers and their changing needs that are at the heart of Heineken’s efforts.

Heineken also fully acknowledges the role that it has to play in society. Social

responsibility and sustainability underpin everything it does. The Group will continue to expand initiatives to combat alcohol abuse and misuse and work hard to reach the highest environmental standards in the industry. One example of its global commitment is the Enjoy Heineken Responsibly campaign. Heineken was the fi rst brewer in the world to place a responsibility message on all of its bottles and cans, and also the fi rst alcohol company to place a responsibility message on all of its television, radio and print advertising.

HistoryThe Heineken story began more than 140 years ago in 1864 when Gerard Adriaan Heineken acquired a small brewery in the heart of Amsterdam. Since then, four generations of the Heineken family have expanded the Heineken brand and the Company throughout Europe and the rest of the world.

56,208 employeesIn 2008, the average number of employees was 56,208.

BrandsHeineken’s leading brand portfolio includes over 170 international premium, regional, local and specialty beers. Its principal brands are Heineken ® and Amstel ®. The Group continually seeks to reinforce its brands through innovations in production, marketing and packaging.

161.5 million hectolitresThe Heineken brand is available in almost every country on the planet. The Group owns more than 125 breweries in more than 70 countries brewing a group beer volume of 161.5 million hectolitres by the end of 2008.

ManagementHeineken Holding N.V. heads the Heineken group. The object of Heineken Holding N.V. pursuant to its Articles of Association is to manage or supervise the management of the Heineken group and to provide services for Heineken N.V.

The management of Heineken N.V. is run by the Executive Board, which has two members and is chaired by Jean-François van Boxmeer.

Heineken has fi ve operating regions: Western Europe, Central and Eastern Europe, the Americas, Africa and the Middle East as well as Asia Pacifi c. Each region is headed by a Regional President. The two members of the Executive Board, the fi ve Regional Presidents and fi ve Group Directors together form the Executive Committee. The Executive Committee supports the development of policy and ensures the alignment and implementation of key priorities and strategies across the organisation.

Heineken has been able to remain one of the world’s leading consumer and corporate brands for more than 130 years. It confronts directly the challenges in many of its markets to deliver organic profi t growth, but also focuses on building the long-term future of its brands and business. Key focus is on driving the growth of its brands and improving its fi nancial performance on ensuring that acquisitions, partnerships and distribution strategies create value. The focus is also on enabling its employees to use their potential and building a true performance-based culture.

Ultimately, the goal of Heineken is to grow the business in a sustainable and socially responsible manner, while constantly improving profi tability. The four priorities for action include moves to:— accelerate sustainable top-line growth;— accelerate efficiency and

cost reduction;— accelerate implementation: commit

to faster decision-making and execution; and

— focus on markets where the Group believes it can win.

The Group’s unwavering passion and commitment will ensure that Heineken continues to be a well-loved brand worldwide.


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Corporate InformationAs at 30 September 2009

Board of DirectorsMr Simon Israel (Chairman)Mr Goh Yong HongMr D R HazelwoodMr Siep HiemstraMr Koh Poh TiongMr Lee Yong SiangMr Roland PirmezMr Kenneth Choo Tay Sian (Alternate to Mr Siep Hiemstra)Mr Huang Hong Peng (Alternate to Mr Koh Poh Tiong)Mr R S Lette (Alternate to Mr D R Hazelwood)

Executive CommitteeMr Roland Pirmez (Chairman)Mr Siep HiemstraMr Koh Poh Tiong

Audit CommitteeMr Lee Yong Siang (Chairman)Mr Goh Yong HongMr Koh Poh Tiong (1)

Nominating CommitteeMr Goh Yong Hong (Chairman)Mr Lee Yong SiangMr Koh Poh Tiong (2)

Remuneration CommitteeMr Lee Yong Siang (Chairman)Mr Goh Yong HongMr Siep Hiemstra (2)

Technical ManagersHeineken Technical Services B.V.

Company SecretaryMr Anthony Cheong Fook Seng

Registered Offi ce#21-00 Alexandra Point438 Alexandra RoadSingapore 119958Tel: 65-6318 9393Fax: 65-6271 0811

Share Registrars and Transfer Offi ceTricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.)8 Cross Street#11-00 PWC BuildingSingapore 048424Tel: 65-6236 3333Fax: 65-6236 3405

Principal BankerOversea-Chinese Banking Corporation Ltd

AuditorsErnst & Young LLPPartner-in-charge:Mr Nagaraj Sivaram(since fi nancial year 2009)

Notes(1) Mr Koh Poh Tiong and Mr D R Hazelwood are alternating Committee members on annual rotational basis.(2) Mr Siep Hiemstra and Mr Koh Poh Tiong are alternating Committee members on annual rotational basis.


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Corporate Governance Report & Financial Review

57 Corporate Governance Report66 Directors’ Report 70 Statement by Directors 71 Independent Auditors’ Report 72 Profit Statements 73 Balance Sheets74 Statement of Changes in Equity 76 Cash Flow Statement 78 Notes to the Financial Statements 130 Shareholding Statistics 131 Particulars of Group Properties 132 Interested Person Transactions 133 Notice of Annual General Meeting Proxy Form

Corporate Governance Reportfor the year ended 30 September 2009

IntroductionAsia Pacifi c Breweries Limited (“APB” or the “Company”) fi rmly believes that high standards of corporate governance are essential to its growth, safeguarding shareholders’ interests, driving performance of its portfolio of over 40 beer brands across more than 60 countries, and maximising long-term shareholder value. These standards include setting clear policies, transparent processes, stringent checks and controls, and a culture of continuous improvement.

This Report gives an account of APB’s corporate governance framework and practices, in compliance with the principles and guidelines set out in the Code of Corporate Governance 2005 (“Code 2005”).

Board Matters

Principle 1: Board’s Conduct of its Affairs

Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the success of the company. The Board works with Management to achieve this and the Management remains accountable to the Board.

The Board effectively leads the APB Group, provides strategic direction and entrepreneurial leadership, sets the values and standards for corporate governance and oversees the business affairs of the APB Group, working together with Management for the success of the Company.

The composition of the Board as at 30 September 2009 is as follows:

Mr Simon Israel Chairman – Non-ExecutiveMr Goh Yong Hong Non-ExecutiveMr D R Hazelwood Non-ExecutiveMr Siep Hiemstra Non-ExecutiveMr Koh Poh Tiong Non-ExecutiveMr Lee Yong Siang Non-ExecutiveMr Roland Pirmez Chief Executive Offi cerMr Kenneth Choo Tay Sian Alternate to Mr Siep HiemstraMr Huang Hong Peng 1 Alternate to Mr Koh Poh TiongMr R S Lette Alternate to Mr D R Hazelwood

Note:1 Mr Huang Hong Peng was appointed as Alternate Director to Mr Koh Poh Tiong on

23 February 2009.2 Mr David Chong Kok Kong ceased to be Alternate Director to Mr Goh Yong Hong

with effect from 29 September 2009.3 Mr Chua Pin ceased to be Alternate Director to Mr Lee Yong Siang with effect from

29 September 2009.

Delegation of Authority on certain Board MattersThe Board has delegated specifi c responsibilities to four Board Committees, namely, the Executive, Audit, Nominating and Remuneration Committees. These Board Committees have clear written terms of reference to guide them in the discharge of their respective functions.

APB has established a Chart of Authority that sets out the levels of authorisation required for specifi ed transactions, including those that require Board approval.

Executive Committee The Executive Committee (“EXCO”) is a specialised Board Committee that formulates and recommends to the Board, strategic development initiatives, provides direction for new investments and material fi nancial and non-fi nancial matters, as well as oversees the general management of the Company and the APB Group. EXCO comprises the following members:

Mr Roland Pirmez* Chairman

Mr Koh Poh Tiong Member

Mr Siep Hiemstra Member

Note: * Mr Roland Pirmez assumed the Chairmanship of EXCO on 1 October 2008, when

he was appointed Chief Executive Offi cer upon the retirement of Mr Koh Poh Tiong. Mr Koh remains a member on the EXCO.

Meetings of the Board and of Specialised Board Committees The Board meets regularly to review the key activities, performance and business strategies of the APB Group. Meetings may be conducted through the use of telephone, video conference or any other form of electronic or instantaneous communications in the event Directors are unable to attend Board meetings physically.


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The number of Board meetings and Board Committee meetings held in the current fi nancial year and the attendance of Directors at these meetings are as follows:

Attendance of Board Members Board EXCOAudit

CommitteeRemuneration

CommitteeNominating Committee

Meetings held during fi nancial year ended 30 September 2009 5 7 6 3 1Mr Simon Israel 5/5Mr Goh Yong Hong 5/5 6/6 3/3 1/1Mr D R Hazelwood 5/5Mr Siep Hiemstra 5/5 7/7 3/3Mr Koh Poh Tiong 5/5 7/7 6/6 1/1Mr Lee Yong Siang 5/5 6/6 3/3 1/1Mr Roland Pirmez 5/5 7/7Mr Kenneth Choo (Alternate Director)Mr Huang Hong Peng 1 (Alternate Director)Mr R S Lette (Alternate Director)

Key: Chairman Members Not applicable

Note:1 Mr Huang Hong Peng was appointed as Alternate Director to Mr Koh Poh Tiong on 23 February 2009.2 Mr David Chong Kok Kong ceased to be Alternate Director to Mr Goh Yong Hong with effect from 29 September 2009.3 Mr Chua Pin ceased to be Alternate Director to Mr Lee Yong Siang with effect from 29 September 2009.

A formal letter of appointment, which sets out the Director’s duties and obligations, is given to each new Director upon his appointment. New Directors undergo orientation programmes to familiarise themselves with APB’s business activities, strategic directions, policies, key new projects, and corporate governance practices. Directors are also given the opportunity to visit key overseas facilities to gain a better understanding of the business operations of the Group, and to meet up with local Management.

The Company provides the Board with regular updates on new laws which may affect the Company’s businesses, changes in regulatory requirements and fi nancial reporting standards. Directors are encouraged to be members of the Singapore Institute of Directors (“SID”), and receive journal updates and training from SID to keep abreast of and be updated on changes to the fi nancial, legal and regulatory requirements, and the business environment.

Principle 2: Board Composition and Guidance

There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board’s decision making.

The Board comprises seven members, two of whom are independent non-executive Directors. The Chief Executive Offi cer (“CEO”) is the only executive Director. Notwithstanding that less than one-third of the Board comprises independent Directors, the Board is able to

exercise objective judgement on corporate affairs, independent from Management. This is attributed to the shareholding structure of APB. The nominee Directors of the major shareholders and the independent Directors participate actively and engage in robust discussions during Board meetings and meetings of the Board Committees. This ensures that strategies and signifi cant matters raised are constructively challenged, fully discussed and examined, and that the long-term interests of shareholders are taken into consideration. The Board considers the size and composition of the Board appropriate for the scope and nature of the Company’s operations. The members of the Board have core competencies in various fi elds including accounting, fi nance, business management and strategic planning. This ensures the effectiveness of the Board in driving the continuous success of APB and delivering sustainable shareholder value.

Principle 3: Chairman and Chief Executive Offi cer

There should be a clear division of responsibilities at the top of the company – the working of the Board and the executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.

The Chairman and the CEO are separate persons to ensure an appropriate balance of power and authority, with clear divisions of responsibilities and accountability. The separation of roles between the Chairman and the CEO facilitates a healthy exchange of views and opinions between the Board and Management in the deliberation of the activities of the Company.


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The Chairman who is non-executive, continues to lead the Board, and ensures effective communication with Shareholders, encourages constructive relations between the Board and Management as well as between Board members, thus promoting high standards of corporate governance.

Relationship Between the Chairman and Chief Executive Offi cer The Chairman and the CEO are not related to each other. There is also no other business relationship between them.

Principle 4: Board Membership

There should be a formal and transparent process for the appointment of new directors to the Board.

Nominating CommitteeThe majority of the members of the Nominating Committee, including the Chairman, are independent non-executive directors. The Nominating Committee comprises the following:

Mr Goh Yong Hong ChairmanMr Lee Yong Siang MemberMr Koh Poh Tiong 1 Member

Mr Goh Yong Hong, the Chairman of the Nominating Committee, is not directly associated with any substantial shareholder2. Mr Koh Poh Tiong is a non-executive Director of Asia Pacifi c Investment Pte Ltd (“APIPL”) which is the holding company of APB. APIPL is in turn equally held by Fraser and Neave, Limited (“F&N”) and the Heineken Group (“Heineken”). Mr Koh Poh Tiong is directly associated3 with F&N.

Note:1 Mr Koh Poh Tiong and Mr Siep Hiemstra are alternating members on an annual

rotational basis.2 A shareholder will be considered a “substantial shareholder” when the shareholder

has 5% or more interest in the voting shares of the Company.3 A Director will be considered “directly associated” to a substantial shareholder when

the Director is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.

The responsibilities of the Nominating Committee are set out in its written Terms of Reference. The Nominating Committee, through a formal and transparent process, makes recommendations to the Board on all board appointments within the APB Group. It strives to ensure that the members of the various Boards and Board Committees are best suited for the appointments and able to discharge their duties. It is also responsible for the re-nomination of Directors who retire by rotation or otherwise. In recommending to the Board any re-nomination and re-election of existing Directors, the Nominating Committee takes into consideration the Directors’ contribution and performance at Board meetings, including attendance, preparedness, participation and candour. Directors who are above the age of 70 are statutorily required to seek re-appointment at each annual general meeting (“AGM”).

The Nominating Committee is also responsible for determining annually, the independence of Directors. In its annual review, the Nominating Committee, having considered the guidelines set out in the Code 2005, has confi rmed the status of the following non-executive Directors:

Mr Simon Israel Non-IndependentMr Goh Yong Hong IndependentMr D R Hazelwood Non-IndependentMr Siep Hiemstra Non-IndependentMr Koh Poh Tiong* Non-IndependentMr Lee Yong Siang Independent

Note:* Mr Koh Poh Tiong, who relinquished his position as Chief Executive Offi cer with effect

from 1 October 2008, remains on the Board as a non-independent non-executive Director.

Notwithstanding that some of the Directors have multiple board representations, the Nominating Committee is satisfi ed that each Director is able to and has been adequately carrying out his duties as a Director of the Company.

Description of Search and Nomination Process of New DirectorsThe search and nomination process for new Directors involves reviewing the existing composition of the Board to identify the expertise, skills and attributes required of the potential candidates for appointment to the Board. This further strengthens the Board and adds value to the Company. Search companies as well as networking contacts are also engaged to cast the selection net as wide as possible for the right candidates.

Key Information regarding Directors Key information on the Directors is set out on page 64.

Principle 5: Board Performance

There should be formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

Process of Assessing Effectiveness of the Board and Each DirectorThe Nominating Committee uses objective performance criteria approved by the Board to assess the effectiveness of the Board as a whole and the contribution of each Director. These criteria include Directors’ attendance and contributions during Board meetings, as well as consideration of factors set out in the Guidelines to Principle 5 of the Code 2005.



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Principle 6: Access to Information

In order to fulfi l their responsibilities, Board members should be provided with complete, adequate and timely information prior to Board meetings and on an on-going basis.

Prior to Board meetings and on an on-going basis, Management provides the Board with adequate and timely information on matters which require the Board’s decision, or which the Board should have knowledge of. These include reports relating to the fi nancial and operational performance of the Company.

The Board has separate and independent access to the Company’s Management, including the Company Secretary. The Company Secretary attends all Board meetings. Under the direction of the Chairman, the Company Secretary ensures that Board procedures and applicable rules and regulations are complied with. He also facilitates good information fl ows within the Board and its Committees, and between senior Management and non-executive Directors. The Company Secretary facilitates orientation programmes for Directors and assists with their professional development as required. He is the primary channel of communication between the Company and the Singapore Exchange Securities Trading Limited (“SGX-ST”).

A calendar of activities is set a year in advance for the Board, with Board papers and agenda items dispatched in advance to Directors, to allow suffi cient time for Directors to consider and discuss the items tabled at the relevant Board meetings.

The Directors, either as a group or individually, may, at the Company’s expense, seek and obtain independent professional advice, where necessary, to discharge its or their duties effectively.

Remuneration Matters

Principle 7: Remuneration Matters

There should be a formal and transparent procedure for developing policy on executive remuneration and for fi xing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

Remuneration CommitteeThe Remuneration Committee is comprised entirely of non-executive Directors, the majority of whom, including the Chairman, are independent. They are:

Mr Lee Yong Siang ChairmanMr Goh Yong Hong MemberMr Siep Hiemstra * Member

Note:* The third Committee member alternates between Mr Siep Hiemstra and Mr Koh Poh

Tiong on an annual rotational basis.

The primary responsibility of the Remuneration Committee is to assist the Board in formulating a formal and transparent procedure for developing policies on executive remuneration, and for fi xing the remuneration packages of individual Directors and senior Management. Such policies are submitted to the Board for approval. The Remuneration Committee also approves salary reviews, performance bonus and incentives for senior Management.

The Remuneration Committee may from time to time seek advice from external consultants in framing the Group’s remuneration policies. The objective is to ensure competitive compensation and that progressive policies are in place to build and retain capable and committed Management.

Principle 8: Level and Mix of Remuneration

The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A signifi cant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

The Remuneration Committee, in making recommendations to the Board on the level and mix of remuneration, strives to be competitive to attract, motivate and retain high-performing executives to drive the Group’s businesses in order to maximise long-term shareholder value. The Company adopts a performance-driven approach to compensation, with rewards linked to individual and corporate performance to align interests of Management with those of Shareholders. Staff remuneration comprises a fi xed component in the form of a basic salary, a variable component linked to the performance of the Company and the individual, and a long-term incentive.

The remuneration of the non-executive Directors is set at a competitive level, appropriate to their level of contribution, taking into account attendance and time spent, and their respective responsibilities. Directors are paid a basic fee and attendance fees for attending Board meetings. Independent Directors who perform services through Board Committees are paid an additional fee for such services.

The executive Director’s service contract is for a fi xed period, without being excessively long, and there are no onerous removal clauses.

Principle 9: Disclosure on Remuneration

Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration in the company’s annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance.



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Remuneration of Directors and Top 5 Key ExecutivesThe remuneration of Directors and the top fi ve key executives (who are not also directors), is set out below. Disclosure is provided to enable investors to gain a better understanding of the link between remuneration paid to Directors and key executives, and their performance.

Directors of the CompanyFee

%Salary

%Bonus

%

Allowances &Benefi ts

%

Long TermIncentive

%Total

%

Between $1,750,001 to $2,000,000Mr Roland Pirmez 1 – 55 41 46 – 100

Between $250,001 to $500,000Mr Koh Poh Tiong 1 15 – – – 855 100

$250,000 and belowMr Simon Israel 100 – – – – 100Mr Goh Yong Hong 100 – – – – 100Mr D R Hazelwood 100 – – – – 100Mr Siep Hiemstra 100 – – – – 100Mr Lee Yong Siang 100 – – – – 100

Mr Kenneth Choo 2 (Alternate Director) – – – – – –Mr Huang Hong Peng 3 (Alternate Director) – – – – – –Mr R S Lette 4 (Alternate Director) 100 – – – – 100

Note:1 Mr Koh Poh Tiong relinquished his position as Chief Executive Offi cer of APB on 1 October 2008. On that date, Mr Roland Pirmez took over as Chief Executive Offi cer of APB.

Mr Koh remains a Director on the Board of APB.2 Mr Kenneth Choo is an Alternate Director to Mr Siep Hiemstra.3 Mr Huang Hong Peng was appointed as Alternate Director to Mr Koh Poh Tiong on 23 February 2009.4 Mr R S Lette is an Alternate Director to Mr D R Hazelwood.5 Pursuant to exercise of options granted under the Phantom Share Option Plan to Mr Koh Poh Tiong while he was CEO of the APB Group.6 Refers to car benefi ts and is stated on the basis of direct costs to the Company. This fi gure does not include one-off payments for relocation and accommodation expenses

amounting to approximately $174,000.

Key Executives of the APB GroupFee

%Salary

%Bonus

%

Allowances &Benefi ts

%

Long TermIncentive

%Total

%

Between $750,001 to $1,000,000Mr Vivek Chhabra 0 44 17 30 9 100

Between $500,001 and $750,000Mr Christopher Kidd 0 64 19 17 0 100Mr Leslie Buckley 0 59 17 24 0 100Ms Loy Juat Boey 0 66 25 9 0 100Mr James Wong 0 61 30 9 0 100

Details of Phantom Share Option PlanThe Remuneration Committee also administers the Phantom Share Option Plan (“PSOP”) which is described in Note 29 to the Financial Statements.

Information on key executives is set out on page 65.


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Accountability and Audit

Principle 10: Accountability and Audit

The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.

The Company prepares its fi nancial statements in accordance with the Singapore Financial Reporting Standards (“SFRS”) prescribed by the Accounting Standards Council. Quarterly fi nancial reports and other price sensitive information are disseminated to shareholders through announcements to the SGX-ST, press releases, media and analyst briefi ngs.

Principle 11: Audit Committee

The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.

The Audit Committee comprises the following non-executive Directors, the majority of whom, including the Chairman, are independent:

Mr Lee Yong Siang ChairmanMr Goh Yong Hong MemberMr Koh Poh Tiong* Member

Note: * Mr Koh Poh Tiong and Mr D R Hazelwood are alternating Audit Committee members

on an annual rotational basis.

Members of the Audit Committee are appropriately qualifi ed to discharge their responsibilities as they possess the requisite accounting and related fi nancial management expertise and experience. The Audit Committee has reasonable resources to enable it to discharge its functions effectively.

The Audit Committee is guided by written Terms of Reference endorsed by the Board which clearly set out its authority, responsibilities and duties. It is empowered with the explicit authority to investigate any matter within its Terms of Reference. The Committee has full access to, and the co-operation of Management, as well as full discretion to invite any Director or executive offi cer to attend its meetings. It has reasonable resources to enable it to discharge its functions effectively.

The Audit Committee reviews the quarterly and full-year fi nancial statements of the Company, including key signifi cant fi nancial reporting issues and assessments, to ensure compliance with the requirements of SFRS. The Audit Committee recommends to the Board for approval, the quarterly and annual fi nancial results and related SGX-ST announcements.

In performing its functions, the Audit Committee met with internal and external auditors, and reviewed the audit plans of both internal and external auditors, and the assistance given by Management to the auditors, to ensure suffi cient coverage in terms of scope. All audit fi ndings and recommendations are presented to the Audit Committee for discussion. The Audit Committee meets with the internal and external auditors, without the presence of Management, at least once a year. In addition, the Audit Committee also reviews and evaluates with the internal and external auditors, the adequacy of the system of internal controls including fi nancial, operational and compliance controls and risk management policies and systems.

During the course of the fi nancial year, the four largest audit fi rms in Singapore were invited to submit their audit proposals. The Audit Committee reviewed the written submissions of these audit fi rms and presentations made by three of the four fi rms. After deliberation, the Audit Committee recommended to the Board the re-appointment of the incumbent auditors. Before recommending their re-appointment, the Audit Committee reviewed the nature and extent of non-audit services rendered by the incumbent auditors, and is satisfi ed that the nature and extent of such services do not affect their independence and objectivity as external auditors. The Audit Committee also approves the remuneration and terms of engagement of the external auditors.

The Audit Committee Guidance Committee issued the Guidebook for Audit Committees in Singapore in October 2008. The Guidebook has been distributed to all members of the Audit Committee and the Board. Where appropriate, the Audit Committee has adopted relevant best practices set out in the Guidebook, which will be used as a reference to assist the Committee in performing its functions.

Code of ConductThe APB Group has in place a Code of Conduct, which includes a Whistle-Blowing Policy for the APB Group. The Code incorporates principles and values that the Company and the APB Group uphold in their dealings with employees, customers, suppliers and business associates. The Whistle-Blowing Policy serves to encourage and provides a channel through which employees may, in good faith and in confi dence, raise concerns about possible improprieties in fi nancial reporting and other matters, to ensure independent investigation of such matters and appropriate follow-up action.


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The Directors, offi cers and employees are required to observe and maintain high standards of integrity in carrying out their roles and responsibilities, and to comply with laws and regulations, and company policies, including the Code of Conduct.

Principle 12: Internal Controls

The Board should ensure that the Management maintains a sound system of internal controls to safeguard the Shareholders’ investments and the company’s assets.

The Audit Committee reviews the APB Group’s framework of internal controls, including fi nancial, operational and compliance controls, and risk management policies and systems established by Management, to ensure that it is adequate to provide reasonable assurance of the integrity, effectiveness and effi ciency of the Company in safeguarding its assets and shareholders’ investments.

Enterprise-wide risk management (“ERM”) system is operationalised to all levels of the APB Group, including divisional, departmental and process levels, both in Singapore and overseas. Key risks, control measures and management actions are continually identifi ed and monitored by the operational units, reviewed by Management, and validated by the CEO. The Audit Committee reviews the risk profi les of the Company and guides Management to ensure that robust risk management and internal controls are in place.

Principle 13: Internal Audit

The company should establish an internal audit function that is independent of the activities it audits.

The internal audit function is supported by APB’s ultimate holding company, F&N, and is independent of the activities it audits. The Internal Audit has adopted and complied with the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors. It operates within the framework stated in its Internal Audit Charter which is approved by the Audit Committee. On an annual basis, the internal auditors prepare a risk-based audit plan which is submitted to and approved by the Audit Committee.

The Head of Internal Audit is a certifi ed public accountant who reports to the Chairman of the Audit Committee. The Audit Committee is satisfi ed that Internal Audit is adequately resourced, and has appropriate standing within the APB Group. All audit reports are submitted to the Audit Committee for review and copies of these reports are given to the relevant Management for follow-up action. Summary of key audit fi ndings and recommendations are discussed at Audit Committee meetings. The timely and proper implementation of audit recommendations is closely monitored.

Communication with Shareholders

Principle 14: Communication with Shareholders

Companies should engage in regular, effective and fair communication with Shareholders.

APB engages in regular, effective and fair communication with its Shareholders. Regular dialogues are held with investors, analysts, fund managers and the press, conveying material and other pertinent information on a timely basis. Material information is simultaneously disseminated to the SGX-ST, the press and posted on the Company’s website at www.apb.com.sg.

Principle 15: Participation of Shareholders

Companies should engage greater shareholder participation at AGMs, and allow Shareholders the opportunity to communicate their views on various matters affecting the company.

The Company sends its Annual Report and Notice of AGM to all Shareholders. Separate resolutions are proposed for substantially separate issues at the meeting. At its AGM, Shareholders are given the opportunity to raise questions and clarify any issues they may have relating to the resolutions to be passed. Board members and senior Management are required to attend Shareholders’ meetings to address any questions raised. The external auditors are also present to address shareholders’ queries on the conduct of audit and the preparation and content of the auditors’ report. The results of voting on resolutions at Shareholders’ meetings are disseminated through announcement to the SGX-ST.

Listing Rule 1207 sub-Rule (18) on Dealings in SecuritiesIn line with Listing Rule 1207(18) on Dealings in Securities, APB issues a quarterly circular to its Directors, offi cers and employees on restrictions on dealings in listed securities of the APB Group two weeks before the announcement of quarterly results and one month before announcement of full-year results and at any time they are in possession of unpublished price sensitive information.

Directors and offi cers are also directed to refrain from dealing in listed securities of the APB Group on short-term considerations.


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Particulars of Directors as at 30 September 2009

Name of Director AgeAcademic & Professional Qualifi cations

Board Committees as Chairman or Member

Directorship: Date fi rst appointed Date last re-elected

Board appointment whether executive or non-executive Whether considered by NC to be independent

Due for re-election at next AGM

Mr Simon Israel 56 Diploma, Business Studies, The University of The South Pacifi c

NIL 26.11.2007 29.01.2008

Non-Executive Non-Independent

–

Mr Goh Yong Hong 70 Bachelor of Laws (Honours), University of Malaya in Singapore

Member : Audit Committee Member : Remuneration Committee Chairman : Nominating Committee Member : Special Committee

01.10.1993 25.01.2006

Non-Executive Independent

Retirement pursuant to S153

Mr D R Hazelwood 63 Fellow of the Institute of Chartered Accountants, England and Wales

Member : Audit Committee*Member : Special Committee* alternating Member on annual

rotational basis with Mr Koh Poh Tiong

30.01.1995 20.01.2009


–

Mr Siep Hiemstra 54 Bachelor’s degree in Business Administration at the School of Higher Economic Studies, Rotterdam Various international management programmes (Cambridge/IMD/Insead)

Member : Executive Committee Member : Remuneration Committee* Member : Nominating Committee** alternating Member on annual

rotational basis with Mr Koh Poh Tiong

21.06.2005 24.01.2006


Retirement by rotation

Mr Koh Poh Tiong 63 Bachelor of Science, University of Singapore

Member : Executive Committee Member : Audit Committee* Member : Nominating Committee** Member : Remuneration Committee*** alternating Member on annual

rotational basis with Mr D R Hazelwood ** alternating Member on annual

rotational basis with Mr Siep Hiemstra

01.10.1993 29.01.2008


–

Mr Lee Yong Siang 74 PPA, B.E. (Malaya) M.Sc (Harvard) Stanford/Insead Advanced Management Program Fellow of The Institution of Civil Engineers, London

Chairman : Audit Committee Chairman : Remuneration Committee Member : Nominating Committee Chairman : Special Committee

01.01.1995 20.01.2009

Non-Executive Independent

Retirement pursuant to S153

Mr Roland Pirmez 49 Engineer, Leuven University, Agricultural Faculty Masters Degree in Brewing

Chairman : Executive Committee 01.10.2008 20.01.2009

Executive Non-Independent –Chief Executive Offi cer

–

Mr R S Lette 61 Commercial Diploma, Institute Montana, Zugerberg, Switzerland Advanced Management Programmes at both IMD, Lausanne, Switzerland and Insead, Fontainebleau France

NIL 19.06.1995 Alternate Director to D R Hazelwood

–

Mr Kenneth Choo Tay Sian 42 Bachelor of Accountancy (Hons), Nanyang Technological University, Singapore Advanced Management Program, Harvard Business School, Cambridge, USA Member of the Institute of Certifi ed Public Accountants of Singapore

NIL 21.06.2005 Alternate Director to Siep Hiemstra

–

Mr Huang Hong Peng 50 Degree in Air Transport from the Ecole National de l’Aviation Civile, Toulouse, France Completed Advance Management General Programme at Harvard Business School

NIL 23.02.2009 Alternate Director to Koh Poh Tiong

–

Note:1 Directors’ shareholdings in the Company and its related Companies: please refer to page 67.2 Directorships or Chairmanships in other listed Companies and other major appointments, both present and over the preceding 3 years: please refer to pages 18 and 19.



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Particulars of Key Management Staff

Name Age (as of 30.09.09)

Academic & Professional Qualifi cations

Past Working Experience

Current Designation/Area of Responsibility

Mr Christopher Kidd 52 Bachelor of Arts (Honours), Durham University, United Kingdom, 1978 (Major in Geography)

31 years of work experience which includes stints with British Petroleum in various countries in the regional Marketing function and Business Development.

Regional Director, Indo-China (Date joined: 1994)

Mr Leslie Buckley 49 Doctorate of Philosophy, Columbia University, New York, USA, 1991 Bachelor of Arts (1st Class Honours) Massey University, New Zealand, 1983

More than 22 years of work experience in Sales, Marketing functions in multi-national organisations in New Zealand, and Senior General Management positions in APB operating companies in the region as well as Group Offi ce.

Regional Director, S.E.A./Oceania (excluding Singapore)Mongolia and USM (effective 1 July 2007) (Date joined: 1995)

Mr Vivek Chhabra 50 Bachelor of Commerce (Honours), Bombay University, 1979 Chartered Accountant, Institute of Chartered Accountants of India, 1981 Diploma in Computer Management, Bombay University, 1985

26 years of work experience in Finance and Business Development function in various countries in the Asia Pacifi c region including Parke Davis and RJR Nabisco/Britannia. Held positions of Finance Manager in Papua New Guinea and Vietnam before being elevated to Finance Director in 2000.

Regional Director, South Asia/Director, Group Business Development (Date joined: 1995)

Ms Loy Juat Boey 52 Bachelor of Accountancy (Honours), University of Singapore, 1979 Fellow, Institute of Certifi ed Public Accountants of Singapore.

About 31 years of experience in Finance & Accounting and Audit functions. Work experience in organisations including Ernst & Whitney and Purvaria Packaging Industries.

Director, Group Finance (Date joined: 1987)

Mr James Wong Chee Kong 46 Master of Business Administration, National University of Singapore, 1997 Bachelor of Engineering, Nanyang Technological Institute/National University of Singapore, 1987

17 years of extensive experience in APB including several years in APB operating companies – Vietnam Brewery Ltd and Hatay Brewery Limited.

Deputy Regional Director, Singapore Cluster and Cambodia(Date joined: 1992)


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Directors’ Reportyear ended 30 September 2009

Your directors have pleasure in submitting their report and the audited fi nancial statements of the Company and of the group for the fi nancial year ended 30 September 2009.

1. DIRECTORATE The directors of the Company in offi ce at the date of this report are:

Mr Simon Israel (Chairman)Mr Goh Yong HongMr D R HazelwoodMr Siep HiemstraMr Koh Poh TiongMr Lee Yong SiangMr Roland PirmezMr Kenneth Choo Tay Sian (Alternate to Mr Siep Hiemstra)Mr Huang Hong Peng (Appointed as Alternate to Mr Koh Poh Tiong on 23 February 2009)Mr R S Lette (Alternate to Mr D R Hazelwood)

Mr David Chong Kok Kong and Mr Chua Pin ceased as alternate directors to Mr Goh Yong Hong and Mr Lee Yong Siang respectively on 29 September 2009.

At the forthcoming Annual General Meeting the following directors retire and, being eligible, offer themselves for re-election:

– Pursuant to Section 153 of the Companies Act, Cap 50:• Mr Lee Yong Siang• Mr Goh Yong Hong

– By rotation pursuant to Article 96 of the Company’s Articles of Association:• Mr Siep Hiemstra

2. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES Neither at the end of, nor at any time during the fi nancial year did there subsist any arrangements to which the Company or the group

is a party whereby directors of the Company might acquire benefi ts by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.


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3. DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES The directors who held offi ce at the end of the fi nancial year and their benefi cial or deemed interests in the issued capital of the Company

and its related corporations as recorded in the register required to be kept under Section 164 of the Companies Act, Cap. 50 were as follows:

ORDINARY SHARES OF THE COMPANY/ OTHER SECURITIES IN RELATED COMPANIES

As at1 Oct 2008

As at30 Sep 2009

Simon Israel– Frasers Centrepoint Trust Units Nil 700,000Goh Yong Hong Nil NilD R Hazelwood Nil NilSiep Hiemstra Nil NilKoh Poh Tiong– Fraser and Neave, Limited Share Options Nil 967,500– Fraser & Neave Holdings Bhd Ordinary Shares 21,800 NilLee Yong Siang Nil NilRoland Pirmez Nil NilKenneth Choo Tay Sian (Alternate to Siep Hiemstra) Nil NilHuang Hong Peng (Alternate to Koh Poh Tiong)– Fraser and Neave, Limited Ordinary Shares 25,000 1 25,000– Fraser and Neave, Limited Share Options 1,044,300 1 1,044,300– Frasers Centrepoint Trust Units 462,000 1 462,000R S Lette (Alternate to D R Hazelwood) Nil Nil

1 As at date of appointment i.e. 23 February 2009

4. DIRECTORS’ CONTRACTUAL BENEFITS Since the end of the previous fi nancial year, no director has received or has become entitled to receive a benefi t required to be disclosed

by Section 201(8) of the Singapore Companies Act, Cap. 50 by reason of a contract made by the Company or a related corporation with the director or with a fi rm of which he is a member or with a company in which he had a substantial fi nancial interest except as disclosed in this report in respect of remuneration as shown in the fi nancial statements.

5. SHARE OPTIONS (a) Asia Pacifi c Breweries Limited Executives’ Share Option Scheme (“Scheme”)

(i) Approved by Shareholders on 21 February 1995. The Scheme expired in July 2004 but Options already granted under that Scheme remain exercisable until the end of the relevant Option Period.

(ii) The Scheme is administered by the Remuneration Committee, which comprises the following three directors:

• Mr Lee Yong Siang (Chairman)• Mr Goh Yong Hong• Mr Siep Hiemstra/ Mr Koh Poh Tiong*

* Mr Siep Hiemstra and Mr Koh Poh Tiong are appointed alternating members on an annual rotational basis.

(iii) No option has been granted to controlling shareholders or their associates, or parent group employees and no employee has received 5% or more of the total options available under the Scheme.

(iv) The options granted to the directors are fully exercised.


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5. SHARE OPTIONS (continued) (a) Asia Pacifi c Breweries Limited Executives’ Share Option Scheme (“Scheme”) (continued) Information pertaining to Outstanding Options

At the end of the fi nancial year, there were 65,210 unissued ordinary shares of the Company under options granted pursuant to the Scheme. Details of the options to subscribe for ordinary shares in the capital of the Company granted to executives pursuant to the Scheme are as follows:

Options Offer DateBalance as at

1.10.2008Expired/

Exercised*Balance as at

30.9.2009Exercise

PriceExercise

Period

1999 23.12.1998 3,898 (3,898) – $3.61 22.09.2001 to 21.11.20082000 22.12.1999 10 – 10 $4.28 21.09.2002 to 20.11.20092001 20.12.2000 2,750 – 2,750 $3.91 19.09.2003 to 18.11.20102002 08.10.2001 5,650 – 5,650 $3.79 08.07.2004 to 07.09.20112003 15.10.2002 18,000 – 18,000 $4.79 15.07.2005 to 14.09.20122004 08.10.2003 40,800 (2,000) 38,800 $6.29 08.07.2006 to 07.09.2013

71,108 (5,898) 65,210

* Expired (3,898); Exercised (2,000).

Statutory and other information regarding the Options

(i) The Exercise Price is equal to the market value of a share based on the average last done price on the Singapore Exchange Securities Trading Limited for the fi ve market days preceding the Offer Date.

(ii) The grantee may exercise an option during the Exercise Period (which commences 33 months after the Offer Date) by notice in writing accompanied by a remittance for the number of options at the full amount of the Exercise Price.

(iii) Options expire 119 months after the Offer Date unless an option has previously lapsed by reason of the cessation of employment of the grantee after the grant of an option and before its exercise.

(iv) The number of shares which may be acquired by a grantee and the Exercise Price are subject to adjustment, as confi rmed by the auditors of the Company that such adjustment is fair and reasonable, by reason of any issue of additional shares in the Company by way of rights or capitalisation of profi ts or reserves, or subdivision or consolidation of shares made while an option remains unexercised.

(v) The persons to whom the options have been issued have no right to participate by virtue of the options in any share issue of any other company.

(b) Other than those disclosed at sub-paragraph (a) above, there were no un-issued shares of the Company or any corporation in the group under options as at the end of the fi nancial year to which this report relates.

(c) Other than those disclosed at sub-paragraph (a) above, no shares of the Company or any corporation in the group were issued

during the fi nancial year by virtue of the exercise of options to take up un-issued shares of the Company or any corporation in the group, whether granted before or during that fi nancial year.


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6. AUDIT COMMITTEE At a series of meetings convened during the twelve months up to the date of this report, the Audit Committee reviewed reports prepared

respectively by the external and the internal auditors and approved proposals for improvement in internal controls. The announcement of quarterly results and the fi nancial statements of the Company and of the group and the audit report thereon for the full year were also reviewed prior to consideration and approval of the Board.

The Committee has nominated Ernst & Young LLP for re-appointment by shareholders as auditor for the ensuing fi nancial year.

Further details regarding the functions performed by the Audit Committee are disclosed in the Corporate Governance Report.

7. AUDITORS The auditors, Ernst & Young LLP, have expressed their willingness to accept re-appointment.

8. OTHER INFORMATION REQUIRED BY SINGAPORE EXCHANGE SECURITIES TRADING LIMITED

(a) The interests of the directors of the Company in the share capital of the Company and of its related companies as at the 21st day after the end of the fi nancial year remained unchanged from those at 30 September 2009 as set out at paragraph 3 hereof.

(b) Since the end of the previous fi nancial year, the Company and its subsidiaries did not enter into any material contracts involving interests of the directors or controlling shareholders and no such material contracts still subsist at the end of the fi nancial year, except for those disclosed in this Directors’ Report and in the Financial Statements.

On behalf of the Board,

Simon Israel Lee Yong Siang Roland PirmezDirector Director Director

Singapore12 November 2009


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Statement by Directorsyear ended 30 September 2009

We, SIMON ISRAEL, LEE YONG SIANG and ROLAND PIRMEZ, being three of the directors of Asia Pacifi c Breweries Limited, do hereby state that in the opinion of the directors:

(i) the balance sheets, profi t statements, statement of changes in equity and cash fl ow statement together with the notes thereto, set out on pages 72 to 129, are drawn up so as to give a true and fair view of the state of affairs of the Company and of the group as at 30 September 2009 and of the results of the businesses and changes in equity of the Company and of the group and the cash fl ows of the group for the year ended 30 September 2009;

(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Board,

Simon Israel Lee Yong Siang Roland PirmezDirector Director Director

Anthony CheongCompany Secretary



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Independent Auditors’ Reportto the members of Asia Pacifi c Breweries Limited

We have audited the accompanying fi nancial statements of Asia Pacifi c Breweries Limited (“the Company”) and its subsidiaries (collectively, “the group”) set out on pages 72 to 129, which comprise the balance sheets of the group and the Company as at 30 September 2009, and the profi t statements, statements of changes in equity of the group and the Company, and cash fl ow statement of the group for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSManagement is responsible for the preparation and fair presentation of these fi nancial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes devising and maintaining a system of internal accounting controls suffi cient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profi t and loss account and balance sheet and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

AUDITORS’ RESPONSIBILITYOur responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

OPINIONIn our opinion,

(a) the consolidated fi nancial statements of the group and the balance sheet, profi t statement and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the group and of the Company as at 30 September 2009 and the results and changes in equity of the group and the Company and cash fl ows of the group for the year ended on that date; and

(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Ernst & Young LLPPublic Accountants and Certifi ed Public Accountants



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Profit Statementsfor the year ended 30 September 2009

THE GROUP THE COMPANY

Notes2009

($’000)2008

($’000)2009

($’000)2008

($’000)

REVENUE 3 2,040,221 1,997,871 36,716 30,508

Cost of sales (1,258,158) (1,228,548) – –GROSS PROFIT 782,063 769,323 36,716 30,508

Other (expenses)/income (net) 4 (10,072) 5,469 (295) 5,822

Operating expenses– Distribution (80,501) (75,785) – –– Marketing (271,373) (276,362) (14,843) (13,703)– Administration (128,241) (141,169) (27,588) (30,859)

(480,115) (493,316) (42,431) (44,562)TRADING PROFIT/(LOSS) 291,876 281,476 (6,010) (8,232)

Gross dividends from subsidiary companies – – 181,933 149,903

Gross dividends from joint venture companies – – 18,967 18,387

Share of joint venture and associated companies’ profi t 15 13,733 13,237 – –

Share of joint venture’s impairment – (19,085) – –

Gross income from investments 6 1,616 2,098 – 22PROFIT BEFORE INTEREST, TAXATION AND EXCEPTIONAL ITEMS 307,225 277,726 194,890 160,080

Interest income 4 6,665 12,207 1,812 1,822Interest expense 4 (12,326) (16,522) (634) (1,738)

(5,661) (4,315) 1,178 84PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS 4 301,564 273,411 196,068 160,164Exceptional items 7 14,404 (8,202) 11,085 –PROFIT BEFORE TAXATION 315,968 265,209 207,153 160,164Taxation 8 (96,672) (99,379) (18,472) (10,557)PROFIT AFTER TAXATION 219,296 165,830 188,681 149,607

Profi t attributable to:Shareholders of the Company– Before exceptional items 157,993 131,949 177,596 149,607– Exceptional items 14,404 (8,202) 11,085 –

172,397 123,747 188,681 149,607Minority interests 46,899 42,083 – –

219,296 165,830 188,681 149,607

Earnings per share (basic): 10

Before exceptional items 61.2 ¢ 51.1 ¢After exceptional items 66.8 ¢ 47.9 ¢

Earnings per share (fully diluted):Before exceptional items 61.2 ¢ 51.1 ¢After exceptional items 66.8 ¢ 47.9 ¢

The accounting policies and notes on pages 78 to 129 form an integral part of the fi nancial statements.


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Balance Sheetsas at 30 September 2009


Notes2009

($’000)2008

($’000)2009

($’000)2008

($’000)

CAPITAL AND RESERVESShare capital 11 277,538 277,523 277,538 277,523Reserves 12 754,779 679,656 846,263 740,202

1,032,317 957,179 1,123,801 1,017,725MINORITY INTERESTS 100,363 98,327 – –

1,132,680 1,055,506 1,123,801 1,017,725Represented by:NON-CURRENT ASSETSFixed assets 13 606,727 605,086 1,444 1,999Subsidiary companies 14 – – 730,105 709,743Joint venture companies 15 279,195 290,933 300,878 298,677Associated company 16 383 362 – –Other investments 17 10,871 18,016 14 14Intangible assets 18 230,744 232,378 48 2,987Deferred tax assets 28 4,733 3,787 – –Other receivables 21 20,523 30,575 1,071 1,194

1,153,176 1,181,137 1,033,560 1,014,614CURRENT ASSETSInventories 20 158,123 158,115 – –Trade receivables 21 160,365 160,779 – –Other receivables 21 41,838 46,343 979 804Amounts due from subsidiary companies 25 – – 55,297 50,486Amounts due from joint venture companies 26 28,424 14,893 24,199 14,882Amounts due from related companies 26 5,524 4,292 88 153Short term investments 22 6,188 6,005 – –Bank fi xed deposits 23 102,572 95,499 29,064 5,536Cash and bank balances 23 90,260 44,724 11,495 1,473

593,294 530,650 121,122 73,334Deduct: CURRENT LIABILITIESTrade payables 24 227,441 193,408 – –Other payables 24 134,939 139,618 20,159 23,888Amount due to subsidiary companies 25 – – – 377Amounts due to joint venture and associated companies 26 5,801 7,356 120 122Amounts due to related companies 26 18,396 16,480 1,021 2,447Borrowings 27 104,780 155,586 – 37,776Provision for taxation 56,648 45,545 9,581 5,613

548,005 557,993 30,881 70,223NET CURRENT ASSETS/(LIABILITIES) 45,289 (27,343) 90,241 3,111Deduct: NON-CURRENT LIABILITIESOther payables 24 – 2,617 – –Borrowings 27 23,780 54,661 – –Deferred tax liabilities 28 36,223 34,902 – –Provision for employee benefi ts 29 5,782 6,108 – –

65,785 98,288 – –1,132,680 1,055,506 1,123,801 1,017,725



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Statement of Changes in Equityfor the year ended 30 September 2009

THE GROUPShare

Capital ($’000)

Capital Reserve

($’000)

Revenue Reserve

($’000)

Exchange Reserve

($’000)

Dividend Reserve

($’000)

Other Reserve

($’000)Total

($’000)

Minority Interests

($’000)

Total Equity ($’000)

Year ended 30 September 2009Balance at 1 October 2008 277,523 15,799 725,713 (108,380) 46,472 52 957,179 98,327 1,055,506Currency translation difference – – – (14,654) – – (14,654) (5,391) (20,045)Net expenses recognised directly in equity – – – (14,654) – – (14,654) (5,391) (20,045)Profi t after taxation – – 172,397 – – – 172,397 46,899 219,296Total recognised gains/(loss) – – 172,397 (14,654) – – 157,743 41,508 199,251Share contribution by minority interests – – – – – – – 2,117 2,117Issue of shares in the Company upon exercise of Share Options 15 – – – – (3) 12 – 12

Dividend paid to minority interests – – – – – – – (41,589) (41,589)Dividends Final dividend paid for the previous year – – – – (46,472) – (46,472) – (46,472) Interim dividend paid for the year – – (36,145) – – – (36,145) – (36,145) Final dividend proposed for the year – – (46,473) – 46,473 – – – –

– – (82,618) – 1 – (82,617) – (82,617)Balance at 30 September 2009 277,538 15,799 815,492 (123,034) 46,473 49 1,032,317 100,363 1,132,680

Year ended 30 September 2008Balance at 1 October 2007 277,411 15,799 684,580 (70,503) 46,469 63 953,819 104,623 1,058,442Currency translation difference – – – (37,877) – – (37,877) (3,980) (41,857)Net expenses recognised directly in equity – – – (37,877) – – (37,877) (3,980) (41,857)Profi t after taxation – – 123,747 – – – 123,747 42,083 165,830Total recognised gains/(loss) – – 123,747 (37,877) – – 85,870 38,103 123,973Share contribution by minority interests – – – – – – – 4,315 4,315Issue of shares in the Company upon exercise of Share Options 112 – – – – (11) 101 – 101

Dividend paid to minority interests – – – – – – – (29,690) (29,690)Change of interests in subsidiary companies – – – – – – – (19,024) (19,024)

Dividends Final dividend paid for the previous year – – – – (46,469) – (46,469) – (46,469) Interim dividend paid for the year – – (36,142) – – – (36,142) – (36,142) Final dividend proposed for the year – – (46,472) – 46,472 – – – –

– – (82,614) – 3 – (82,611) – (82,611)Balance at 30 September 2008 277,523 15,799 725,713 (108,380) 46,472 52 957,179 98,327 1,055,506



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Statement of Changes in Equityfor the year ended 30 September 2009

THE COMPANY

ShareCapital

($’000)

RevenueReserve

($’000)

DividendReserve

($’000)

OtherReserve

($’000)

TotalEquity($’000)

Year ended 30 September 2009Balance at 1 October 2008 277,523 693,678 46,472 52 1,017,725Profi t after taxation – 188,681 – – 188,681Total recognised gain – 188,681 – – 188,681Issue of shares in the Company upon exercise of Share Options 15 – – (3) 12Dividends Final dividend paid for the previous year – – (46,472) – (46,472) Interim dividend paid for the year – (36,145) – – (36,145) Final dividend proposed for the year – (46,473) 46,473 – –

– (82,618) 1 – (82,617)Balance at 30 September 2009 277,538 799,741 46,473 49 1,123,801

Year ended 30 September 2008Balance at 1 October 2007 277,411 626,685 46,469 63 950,628Profi t after taxation – 149,607 – – 149,607Total recognised gain – 149,607 – – 149,607Issue of shares in the Company upon exercise of Share Options 112 – – (11) 101Dividends Final dividend paid for the previous year – – (46,469) – (46,469) Interim dividend paid for the year – (36,142) – – (36,142) Final dividend proposed for the year – (46,472) 46,472 – –

– (82,614) 3 – (82,611)Balance at 30 September 2008 277,523 693,678 46,472 52 1,017,725



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Cash Flow Statementfor the year ended 30 September 2009

THE GROUP

2009($’000)

2008($’000)

CASH FLOWS FROM OPERATING ACTIVITIESProfi t before taxation and exceptional items 301,564 273,411

Adjustments for: Depreciation of fi xed assets 68,188 54,685 Provision for employee benefi ts 3,494 5,112 Amortisation of brands 743 963 Loss/(Profi t) on disposal of fi xed assets (net) 1,226 (72) Impairment of fi xed assets (net) 1,612 3,322 Impairment of intangible assets 4,773 – Share of joint venture and associated companies’ profi ts (13,733) (13,237) Investment income (1,616) (2,098) Interest income (6,665) (12,207) Interest expense 12,326 16,522 Changes in fair value of fi nancial instruments 2,662 (3,907) Write-back of employee share-based expense (314) (48) Share of joint venture’s impairment – 19,085 Gain on dilution in interest in a subsidiary company – (435)

Operating cash fl ows before working capital changes 374,260 341,096Change in inventories (568) (41,779)Change in trade and other receivables 11,868 1,269Change in trade and other payables 30,340 13,486Change in joint venture/associated and related companies’ balances (14,186) (18,369)Currency realignment 3,280 (10,970)Cash generated from operations 404,994 284,733Interest received 7,800 12,207Interest paid (12,830) (16,997)Employee benefi ts paid (3,227) (3,281)Payment of cash-settled options (1,042) (1,390)Income taxes paid (80,912) (89,172)Net cash from operating activities 314,783 186,100

CASH FLOWS FROM INVESTING ACTIVITIESDividends from joint venture companies 23,198 18,387Investment income 1,616 2,098Compensation fee 11,085 –Proceeds from disposal of fi xed assets 1,713 6,672Proceeds from disposal of investments 167 1,257Proceeds from disposal of subsidiary company 3,220 –Dilution of investment in a subsidiary company – 4,437Purchase of investment (65) –Purchase of fi xed assets (88,738) (101,034)Increase in investment in a joint venture company (2,098) –Additional loans to joint venture company – (15,176)Acquisition of subsidiary companies – (5,243)Purchase of additional interest in a subsidiary company (3,783) (3,203)Repayment/(Addition) of trade advances 6,242 (111)Net cash used in investing activities (47,443) (91,916)



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Cash Flow Statementfor the year ended 30 September 2009

THE GROUP

2009($’000)

2008($’000)

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issue of shares by the Company 12 101Proceeds from issue of shares by a subsidiary company 2,117 4,315Repayment of bank borrowings (net) (88,780) (22,571)Repayment of loans from minority interests (2,617) (7,868)Payment of dividends:– by the Company to shareholders (82,617) (82,611)– by subsidiary companies to minority interests (41,589) (29,690)Net cash used in fi nancing activities (213,474) (138,324)

Net increase/(decrease) in cash and cash equivalents 53,866 (44,140)Effect of exchange rate changes on cash and cash equivalents (4,731) (1,116)Cash and cash equivalents at beginning of year 132,987 178,243Cash and cash equivalents at end of year 182,122 132,987

Cash and cash equivalents at end of year consist of:Bank fi xed deposits 102,572 95,499Cash and bank balances 90,260 44,724Bank overdrafts (Note 27) (10,710) (7,236)

182,122 132,987

Analysis of disposal of subsidiary company

Current assets (2,624) –Current liabilities 3,107 –Cash and cash equivalents (547) –

(64) –Gain on disposal (3,703) –Consideration received (3,767) –Add: Cash and cash equivalents of subsidiary company 547 –Net cash infl ow from disposal of subsidiary company (3,220) –

Analysis of acquisition of subsidiary companies:

Fixed assets 4,621 4,216Other non-current assets 3,651 –Current assets 528 912Cash and cash equivalents – 505Current liabilities (6,736) (5,987)

2,064 (354)(Less)/Add: Minority interests (849) 50Subsidiary companies acquired 1,215 (304)Goodwill arising on acquisition 4,704 6,052Consideration 5,919 5,748Less: Funded by minority interests (451) – Cash and cash equivalents of subsidiary companies – (505) Cash injection by subsidiary company (5,468) –Net cash outfl ow on acquisition of subsidiary companies – 5,243



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Notes to the Financial Statementsfor the year ended 30 September 2009

The following Notes form an integral part of the Financial Statements on pages 72 to 77.

1. GENERAL AND CORPORATE INFORMATION Asia Pacifi c Breweries Ltd (the “Company”) is a limited liability company incorporated and domiciled in Singapore. The registered offi ce

of the Company is located at #21-00 Alexandra Point, 438 Alexandra Road, Singapore 119958.

The holding company is Asia Pacifi c Investment Pte Ltd. Under the provisions of the Companies Act, Cap. 50, Fraser and Neave, Limited is regarded as the ultimate holding company by reason of its rights to appoint a majority of the directors of Asia Pacifi c Investment Pte Ltd. Both the holding company and ultimate holding company are also incorporated in Singapore.

The principal activities of the group are the brewing and sale of beer and stout. These activities are carried out through the Company’s subsidiary, joint venture and associated companies to which the Company provides management and administrative services. There were no signifi cant changes in the nature of these activities during the fi nancial year.

The group operates 31 breweries in 12 countries in the Asia Pacifi c region. The fi nancial statements of the Company and the consolidated fi nancial statements of the group were authorised for issue in accordance with a resolution of the directors on 12 November 2009.

2. ACCOUNTING POLICIES 2.1 Basis of Preparation

The fi nancial statements are prepared in accordance with Singapore Financial Reporting Standards (“FRS”) as required by the Companies Act, Cap.50. The fi nancial statements are prepared on a historical cost basis except as disclosed in the accounting policies below.

The fi nancial statements are presented in Singapore dollars (SGD or $) and all values are rounded to the nearest thousand ($’000) unless when otherwise stated.

The Company and the group have applied the same accounting policies and methods of computation in the preparation of the fi nancial statements for the current fi nancial year and they are consistent with those used in the previous fi nancial year except for the changes in the accounting policies discussed below.

During the year, the Company and the group adopted INT FRS that are applicable in the current fi nancial year.

INT FRS 104 Determining whether an Arrangement contains a LeaseINT FRS 113 Customer Loyalty ProgrammesINT FRS 114 FRS 19 – The Limit on a Defi ned Benefi t Asset, Minimum Funding Requirements and their Interaction

The adoption of the above INT FRS has no material effect on the fi nancial statements of the Company and the group.

2.2 Subsidiary Companies and Consolidation (a) Subsidiary Companies

A subsidiary company is a company over which the group has the power to govern the fi nancial and operating policies so as to obtain benefi ts from its activities. The group generally has such power when it directly or indirectly, holds more than 50% of the issued share capital, or controls more than half of the voting power.

The Company’s investments in subsidiary companies are carried at cost less accumulated impairment loss.

A list of the Company’s subsidiary companies is shown in Note 39.


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2. ACCOUNTING POLICIES (continued) 2.2 Subsidiary Companies and Consolidation (continued) (b) Basis of Consolidation

Subsidiary companies are consolidated from the effective date of acquisition and up to the effective date of disposal. The fi nancial year of the Company and all its subsidiary companies end on 30 September unless otherwise stated. The consolidated fi nancial statements of the group incorporate the fi nancial statements of the Company and all its subsidiary companies made up to 30 September. The fi nancial statements of subsidiary companies are prepared using consistent accounting policies. Adjustments are made to any dissimilar material accounting policies to conform to the group’s signifi cant accounting policies.

Acquisitions of subsidiary companies are accounted for using the purchase method of accounting. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. The accounting policy on goodwill on acquisition of subsidiary company is described in Note 2.10.

In preparing the consolidated fi nancial statements, intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred.

Minority interests represent that part of the net results of operations and of net assets of a subsidiary company attributable to interests which are not owned directly or indirectly by the group. Minority interests are measured as the minorities’ share of the fair value of the identifi able assets and liabilities of the subsidiary company at the date of acquisition by the group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minorities in a subsidiary company exceed their interests in the equity of the subsidiary company. In such cases, the excess and further losses applicable to the minorities are attributed to the majority equity holders of the subsidiary company unless the minorities have a binding obligation to, and are able to, make good the losses. When that subsidiary company subsequently reports profi ts, the profi ts applicable to the minorities are attributed to the majority equity holders of the subsidiary company until the minorities’ share of losses previously absorbed by the majority equity holders of the subsidiary company has been recovered.

2.3 Joint Venture Companies A joint venture company (not being a subsidiary company) is a company in which the group has a long-term interest of not more

than 50% of the equity and has a contractual agreement to jointly share the control with one or more parties in the commercial and fi nancial affairs of the joint venture company.

The group’s investments in joint venture company are carried at cost less accumulated impairment loss and adjusted to recognise the group’s share of the post acquisition reserves of the joint venture companies. Investments in joint venture companies include goodwill.

When the group’s share of losses in a joint venture company equals or exceeds its interest in the joint venture company, the group

does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture company.

The group’s share of the results of joint venture companies includes the group’s share of exceptional items, and net assets of the joint venture companies are included in the consolidated fi nancial statements under the equity method based on their latest audited fi nancial statements except where their fi nancial periods do not end on 30 September, then management accounts to 30 September are used.

When an investment in a joint venture company is acquired or sold during the year, its results are included from the date of acquisition or excluded from the date of sale respectively.

In the Company’s fi nancial statements, investments in joint venture company are carried at cost less accumulated impairment loss.

A list of the Company’s joint venture companies is shown in Note 39.


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2. ACCOUNTING POLICIES (continued) 2.4 Associated Companies

An associated company (not being a subsidiary company or joint venture company) is a company in which the group exercises signifi cant infl uence over the fi nancial and operating policy decisions.

The group’s investments in associated company are accounted for in the same way as investments in joint venture company.

A list of the Company’s associated companies is shown in Note 39.

2.5 Revenue Recognition Revenue from the sale of goods is recognised upon the transfer of signifi cant risk and rewards of ownership of the goods to the

customer, which generally coincides with delivery and acceptance of the goods sold.

Dividend income is recognised when the right to receive payment is established.

Interest income is taken up on an accrual basis (using the effective interest method).

Royalty and management fees are recognised on an accrual basis.

2.6 Provisions Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable

that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to refl ect the current best estimate. Where the effect of time value of money is material, the amount of the provision is the present value of the expenditure expected to be required to settle the obligation.

2.7 Taxation The tax charge is based on the profi t for the year, as adjusted for tax purposes, together with a charge or credit for

deferred taxation.

(a) Current Tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from

or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

(b) Deferred Tax Deferred income tax is provided in full, using the liability method, on all temporary differences at the balance sheet date between

the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements. The principal temporary differences arise from depreciation of fi xed assets, revaluation of certain non-current assets and of derivative contracts, provisions for pensions and other post retirement benefi ts and tax losses carried forward; and, in relation to acquisitions, on the difference between the fair values of the net assets acquired and their tax base.

Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that future taxable profi ts will be available against which the deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced by the extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted at or subsequently enacted after the balance sheet date.


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2. ACCOUNTING POLICIES (continued) 2.7 Taxation (continued) (b) Deferred Tax (continued)

Deferred income tax is provided on all temporary differences arising on investments in subsidiary, joint venture and associated companies, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax is charged or credited directly to equity if the tax relates to items that are charged or credited, in the same or a different period, directly to equity.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.8 Fixed Assets Fixed assets are carried at cost or valuation less accumulated depreciation and accumulated impairment loss. The cost of an asset

comprises its purchase price and any directly attributable costs of bringing the asset to working condition for its intended use. Dismantlement, removal or restoration costs are included as part of the cost of fi xed assets if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the profi t statement. Subsequent expenditure relating to a fi xed asset that has already been recognised is added to the carrying amount of the asset when it is probable that future economic benefi ts, in excess of the standard of performance of the asset before the expenditure was made, will fl ow to the group and the cost can be reliably measured, otherwise it is recognised as an expense during the fi nancial year in which it is incurred.

When an asset is sold or retired, its cost or valuation, and accumulated depreciation and accumulated impairment loss are removed from the fi nancial statements and any gain or loss resulting from its disposal is included in the profi t statement. Any amount in revaluation reserve relating to that asset is transferred to revenue reserve.

When an asset is revalued, any accumulated depreciation and accumulated impairment loss at the date of revaluation are eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of the asset. Any surplus on revaluation is credited to asset revaluation reserve unless they offset previous revaluation losses of the same asset that were taken to the profi t statement. A decrease in net carrying amount arising on revaluation of fi xed assets is charged to the profi t statement to the extent that it exceeds any surplus held in asset revaluation reserve relating to previous revaluations of the same class of assets.

Depreciation is calculated on the straight-line method to write off the cost or valuation of a fi xed asset less its residual value over its estimated useful life. No depreciation is charged for freehold land and uncommissioned capital work-in-progress. The residual values, depreciation method and useful lives are reviewed and adjusted as appropriate at each balance sheet date. The annual depreciation rates applied to write down fi xed assets over their estimated useful lives are as follows:

Leasehold land – Lease term (ranging from 10 to 99 years)Building – 2% to 10% or term of leasePlant and machinery – 2.5% to 20%Other fi xed assets – 5% to 100%

Capital Work-in-Progress includes fi xed assets under construction and the advance and progress payments made for the fi xed assets are not depreciated until each stage of development is completed and becomes operational.

The carrying amounts of fi xed assets are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable.


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2. ACCOUNTING POLICIES (continued) 2.9 Borrowing Costs

Borrowing costs are generally expensed as incurred. However, borrowing costs that are directly attributable to acquisition and/or construction are capitalised as part of the cost of the fi xed asset. Capitalisation of borrowing costs commences when activities to prepare the fi xed assets are in progress until the fi xed asset is ready for its intended use.

2.10 Intangible Assets An intangible asset that is acquired separately is capitalised at cost. An intangible asset from a business acquisition is capitalised

at fair value as at the date of acquisition. After initial recognition, an intangible asset is carried at cost less any accumulated amortisation and any accumulated impairment loss.

Goodwill Goodwill on acquisition is identifi ed as being the excess of the cost of acquisition over the group’s share of net fair value of the

identifi able assets, liabilities and contingent liabilities acquired as at the date of acquisition. Where the cost of acquisition is lower than the group’s share of net fair value of the identifi able assets, liabilities and contingent liabilities acquired, the difference is recognised as negative goodwill. Negative goodwill is recognised immediately in the profi t statement.

Positive goodwill is carried at cost less any accumulated impairment loss. Goodwill is subjected to impairment test annually or more frequently if events or changes in circumstances indicate that the carrying value might be impaired.

For the purpose of impairment testing, positive goodwill on acquisition, from the acquisition date, is allocated to the cash-generating units (“CGU”) that are expected to benefi t from the acquisition synergies. An impairment loss is recognised in the profi t statement when the carrying amount of the CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount is the higher of the CGU’s fair value less costs to sell and its value in use.

The total impairment loss is allocated fi rst to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rated on the basis of the carrying amount of each asset in the CGU.

Impairment loss on goodwill is not reversed in a subsequent period.

Goodwill and fair value adjustment arising on the acquisition of foreign entity on or after 1 October 2005 are treated as assets and liabilities of the foreign entity and translated at the closing rate. For acquisitions prior to 1 October 2005, the exchange rate at the date of acquisition is used.

Internally generated goodwill is not capitalised.

Brands, Trademarks and Licences Brands, trademarks and licences with a fi nite life are stated at cost less accumulated amortisation and accumulated impairment

loss. They are assessed for impairment annually or whenever there is an indication of impairment. The useful life is also examined on an annual basis and an adjustment, where applicable, is made on a prospective basis. Amortisation is calculated to write off the cost over the estimated useful life of up to 15 years on a straight-line method.

Brands, trademarks and licences with indefi nite useful lives are tested for impairment annually or whenever there is an indication that they may be impaired either individually or at the CGU level. Such brands, trademarks and licences are not amortised. The indefi nite useful life is reviewed annually to determine whether it continues to be supportable. If not, the change in the useful life from indefi nite to fi nite is made on a prospective basis.

Internally generated brands, trademarks and licences are not capitalised and the expenditure is charged against profi t in the year in which the expenditure is incurred.

Other intangible asset Other intangible asset comprises of distributor relationship. It is amortised over the remaining useful lives.


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2. ACCOUNTING POLICIES (continued) 2.11 Inventories

All inventories including containers (comprising returnable bottles, cases and pallets) are stated at the lower of cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Cost in respect of raw materials is stated based on standard cost (which approximates average actual cost). Cost in respect of manufactured inventories and work-in-progress includes attributable production overheads. Engineering and other inventories are valued on the weighted average cost basis less appropriate allowance for obsolete items.

Beer containers comprise returnable bottles and crates. Returnable bottles are valued at repurchase price/deposit value (including freight where signifi cant; and the difference between the original cost and repurchase price/deposit value is written off over a period not exceeding 5 years) and crates are amortised over a period not exceeding 8 years; alternatively these assets are valued at net realisable value, if lower. Abnormally large purchases of bottles are accounted for by writing off a portion of the cost in excess of repurchase price based on the estimated lifespan.

2.12 Trade and Other Receivables Trade and other receivables including receivables from related parties are classifi ed and accounted for as loans and receivables

under FRS 39. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. An allowance for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect the amount due according to the original terms of the receivables. The amount of the allowance is recognised in the profi t statement. Bad debts are written off as incurred.

2.13 Cash and Cash Equivalents Cash and cash equivalents include cash on hand and in bank, deposit with fi nancial institution and bank overdraft. Bank overdraft

is included within borrowings on the balance sheet. Cash and cash equivalents are readily convertible to known amount of cash and are subject to an insignifi cant risk of changes in value.

Cash on hand and in bank and fi xed deposit are classifi ed and accounted for in the categories of loans and receivables under FRS 39. The accounting policy for this category of fi nancial assets is stated in Note 2.20.

2.14 Financial Liabilities Financial liabilities include trade payable, other payables, payable to related party and interest-bearing loan and borrowing. Financial

liabilities are recognised on the balance sheet when, and only when, the group becomes a party to the contractual provisions of the fi nancial instrument. Financial liabilities are initially recognised at fair value of consideration received less directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Gain and loss are recognised in the profi t statement when the liabilities are derecognised as well as through the amortisation process. The liability is derecognised when the obligation under the liability is discharged or cancelled or expired.


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2. ACCOUNTING POLICIES (continued) 2.15 Employee Benefi ts Long Service Leave/ Severance Allowance/ Gratuity

Provision for long service leave, severance allowance and gratuity benefi ts is made in accordance with the statutory regulations in the country where applicable.

Defi ned Contribution Plans under Statutory Regulations As required by law in certain countries, companies within the group make contribution to the state pension scheme. In particular,

the Singapore companies in the group make contribution to the Central Provident Fund in Singapore, a defi ned contribution pension scheme. Contribution to state pension scheme is recognised as compensation expense in the profi t statement, in the same period as the employment that gives rise to the contribution.

Defi ned Benefi t Plan A subsidiary in New Zealand operates a defi ned benefi t scheme which requires contribution to be made to a separately administrated

fund. The cost of providing benefi ts under the plan is determined using the projected unit credit actuarial valuation method. Actuarial gain and loss are recognised as income or expense when the net cumulative unrecognised actuarial gains and losses at the end of the previous reporting year exceeded 10% of the higher of the defi ned obligation and the fair value of plan assets at that date. These gains or losses are recognised over the expected average remaining working lives of the employees participating in the plan.

Share Options The Company has in place an Executives’ Share Option Scheme (the “Scheme”) for granting of options to eligible executives of the

group to subscribe for shares in the Company. The Scheme has expired in July 2004. The share options granted are equity-settled transactions. Details of outstanding options granted and not exercised are disclosed in Note 29.

The fair value of the employee services received in exchange for the grant of the options is recognised as an expense in the profi t statement with a corresponding increase in the employee share option reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options on the date of grant. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable on vesting date. At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in the profi t statement, and a corresponding adjustment to equity over the remaining vesting period.

When the options are exercised and new ordinary shares issued, the proceeds received (net of any directly attributable transaction costs) and the corresponding share option reserve are credited to share capital.

Phantom Share Options The Phantom Share Option Plan succeeds the Executives’ Share Option Scheme and the options granted are cash-

settled transactions.

The cost of phantom share options granted is measured initially at fair value at the grant date, taking into account the terms and conditions upon which the options were granted. Until the liability is settled, it is re-measured at each reporting date and the fair value is expensed over the period till vesting with recognition of a corresponding liability.

Accrued Annual Leave Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated

liability for employee entitlements to annual leave as a result of services rendered by employees up to the balance sheet date.



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2. ACCOUNTING POLICIES (continued) 2.16 Functional and Foreign Currencies (a) Functional Currency

The currency of the primary economic environment in which the Company operates (“the functional currency”) is SGD. The consolidated fi nancial statements are presented in SGD, which is the Company’s functional and presentation currency.

(b) Foreign Currency Transactions Foreign currency transactions are recorded in the functional currencies of the Company and the respective subsidiary companies

at rates of exchange approximating those ruling at transaction date. Foreign currency monetary assets and liabilities at the balance sheet date are translated at the rates ruling at that date. Exchange differences are dealt with in the profi t statement except where exchange differences arise on foreign currency monetary items that in substance form part of the group’s net investment in the foreign entity. These exchange differences are taken to exchange reserve as a separate component of the shareholders’ funds until the disposal of the net investment at which time they are recognised in the profi t statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using exchange rates at the date when the fair value was determined.

Currency translation differences on non-monetary items, such as equity investments held at fair value through profi t or loss, are reported as part of the fair value gain or loss. Currency translation differences on non-monetary items, such as equity investments classifi ed as available-for-sale fi nancial assets, are included in the fair value reserve within equity.

Currency translation differences arising from events which are treated as exceptional are dealt with as exceptional items in the profi t statement.

(c) Foreign Currency Translations On consolidation of subsidiary companies and equity accounting for joint venture companies and associated company, profi t

statement items are translated into presentation currency at average exchange rates ruling during the year and assets and liabilities are translated into presentation currency at exchange rates ruling at the balance sheet date. Exchange differences arising from translation of foreign subsidiary companies, joint venture and associated companies are taken directly to exchange reserve as a separate component of equity.

On disposal of a foreign operation, the cumulative amount of exchange differences deferred in equity relating to that foreign operation is recognised in the profi t statement as a component of the gain or loss on disposal.

2.17 Exceptional Items Exceptional items are items of income and expense of such size, nature or incidence that their disclosure is relevant to explain the

performance of the Company and group for the year.

2.18 Leases A fi nance lease which effectively transfers to the group substantially all the risks and benefi ts incidental to ownership of the leased

item is capitalised at the lower of the fair value of the leased item and the present value of the minimum lease payments at the inception of the lease term and disclosed as fi xed asset. Lease payments are apportioned between the fi nance charge and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the profi t statement. Contingent rents, if any, are expensed in the period in which they are incurred.

A lease where the lessor effectively retains substantially all the risks and benefi ts of ownership of the leased item is classifi ed as an operating lease.

Operating lease payments are recognised as an expense in the profi t statement on a straight-line basis over the lease term.


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2. ACCOUNTING POLICIES (continued) 2.19 Impairment of Non-Financial Assets

The carrying amounts of the group’s assets are reviewed at each reporting date or when annual impairment testing is required, to determine whether there is any indication of impairment. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value in use) is determined on an individual asset basis unless the asset does not generate cash fl ows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. The impairment loss is charged to the profi t statement unless it reverses a previous revaluation in which case it will be charged to equity.

Reversal of impairment losses previously recognised is recorded when the decrease in impairment loss can be objectively related to an event occurring after the write down. The carrying amount is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortised or depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of impairment loss is recognised in the income statement, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised in the profi t statement, a reversal of that impairment is also recognised in the profi t statement

Impairment loss on goodwill is not reversed in a subsequent period.

2.20 Financial Assets (a) Classifi cation

The classifi cation of fi nancial assets is determined at initial recognition and re-evaluated at every reporting date, with the exception that the designation of fi nancial assets at fair value through profi t or loss is not revocable. The group classifi es its investments in fi nancial assets in the following categories:

(i) Financial assets at fair value through profi t or loss This category has two sub-categories: fi nancial assets held for trading, and those designated at fair value through profi t or

loss at inception. A fi nancial asset is classifi ed in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as held for trading unless they are designated as hedges.

(ii) Loans and receivables Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an

active market.

(iii) Held-to-maturity investments Held-to-maturity investments are non-derivative fi nancial assets with fi xed or determinable payments and fi xed maturities

that the group has the positive intention and ability to hold to maturity.

(iv) Available-for-sale fi nancial assets Available-for-sale fi nancial assets are non-derivatives that are either designated in this category or not classifi ed in any of

the other categories. They are included in non-current assets unless the group intends to dispose of the assets within 12 months after the balance sheet date.


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2. ACCOUNTING POLICIES (continued) 2.20 Financial Assets (continued) (b) Recognition and Derecognition

Financial assets are recognised on the balance sheet when, and only when, the group becomes a party to the contractual provisions of the fi nancial instrument.

Purchases and sales of investment are recognised on trade-date, the date on which the group commits to purchase or sell the asset.

Financial assets are derecognised when the contractual rights to receive cash fl ows from the fi nancial assets have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. On derecognition of a fi nancial asset in its entirety, the difference between the carrying amount and the sum of (a) the consideration received and (b) any cumulative gain or loss recognised directly in equity is recognised in the profi t statement.

(c) Initial Measurement Financial assets are initially recognised at fair value plus transaction costs except for fi nancial assets at fair value through profi t

or loss, which are recognised at fair value.

Transaction costs for fi nancial assets at fair value through profi t and loss are recognised in the profi t statement.

(d) Subsequent Measurement Available-for-sale fi nancial assets and fi nancial assets at fair value through profi t or loss are subsequently carried at fair value.

Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method.

Realised and unrealised gains and losses arising from changes in the fair value of fi nancial assets at fair value through profi t or loss are included in the profi t statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of available-for-sale fi nancial assets are recognised in the fair value reserve within equity. When available-for-sale fi nancial assets are sold or impaired, the accumulated fair value adjustments in the fair value reserve within equity are included in the profi t statement.

(e) Determination of Fair Value The fair values of quoted fi nancial assets are based on current bid prices. The unquoted investments that do not have quoted

market prices in an active market nor other methods of reasonably estimating the fair value are carried at cost.

(f) Impairment (i) Assets carried at amortised cost

If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash fl ows discounted at the fi nancial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the profi t statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the profi t statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.


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2. ACCOUNTING POLICIES (continued) 2.20 Financial Assets (continued) (f) Impairment (continued) (ii) Assets carried at cost

If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset. Such impairment losses are not reversed in subsequent periods.

(iii) Available-for-sale fi nancial assets The group assesses at each balance sheet date whether there is objective evidence that a fi nancial asset or a group of

fi nancial assets is impaired. In the case of equity investments classifi ed as available for sale, a signifi cant or prolonged decline in the fair value of the investment below its cost is considered in determining whether the investments are impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that fi nancial asset previously recognised in the profi t statement, is removed from the fair value reserve within equity and recognised in the profi t statement. Impairment losses recognised in the profi t statement on equity investments are not reversed through the profi t statement, until the equity investments are disposed of.

2.21 Derivative Financial Instruments The Company and the group use derivative fi nancial instruments to hedge against risks associated with foreign currency fl uctuations.

Foreign exchange forward contracts are used to hedge its risks associated primarily with foreign currency fl uctuations. It is the group’s policy not to trade in derivative fi nancial instruments.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The changes in fair value of any derivative instrument that do not qualify for hedge accounting are recognised immediately in the profi t statements.

The fair value of forward foreign currency contracts is calculated by reference to current forward foreign exchange rates for contracts with similar maturity profi les.

Derivative instruments that qualify for hedge accounting are classifi ed either as cash fl ow hedge or fair value hedge.

At the inception of a hedge relationship, the Company and the group formally designate and document the hedge relationship to which the Company and the group wish to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identifi cation of the hedging instrument, the hedge item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash fl ows attributable to the hedged risk. Such hedges are assessed on an ongoing basis to determine that they actually have been highly effective throughout the fi nancial reporting periods for which they were designated.

Hedges which meet the criteria for hedge accounting are accounted for as follows:

(a) Cash fl ow hedges Cash fl ow hedges are hedges of the exposure to the variability of cash fl ow that is attributable to a particular risk associated

with a recognised asset or liability that could affect the profi t statement.

For cash fl ow hedges, the effective portion of the gain or loss on the hedging instrument is recognised directly in hedging reserves within equity, while the ineffective portion is recognised in the profi t statement.

Amounts taken to hedging reserves are transferred to the profi t statement when the hedged transaction affects the profi t statement, such as when the hedged fi nancial income or fi nancial expense is recognised or when a forecast sale or purchase occurs. When the hedged item is the cost of a non-fi nancial asset or liability, the amounts taken to hedging reserves are transferred to the initial carrying amount of the non-fi nancial asset or liability.



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2. ACCOUNTING POLICIES (continued) 2.21 Derivative Financial Instruments (continued) (a) Cash fl ow hedges (continued)

If the forecast transaction is no longer expected to occur, amounts previously recognised in hedging reserves are transferred to the profi t statement. If the hedging instrument expires or is sold, terminated, or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognised in hedging reserves remain in hedging reserves until the forecast transaction occurs. If the related transaction is not expected to occur, the amount is taken to the profi t statement.

(b) Fair value hedges Fair value hedges are hedges of the exposure to the variability of fair value that is attributable to a particular risk associated with

a recognised asset or liability that could affect the profi t statement.

For fair value hedges, the gain or loss on the hedging instrument is recognised directly in the profi t statement. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised to profi t statement.

2.22 Signifi cant Accounting Estimates and Judgements Estimates and assumptions concerning the future and judgements are made in the preparation of the fi nancial statements. They

affect the application of the group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an ongoing basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Key Sources of Estimation Uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have

a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below.

(i) Impairment of goodwill and brands The group determines whether goodwill and brands are impaired at least on an annual basis. This requires an estimation of

the value in use of the cash-generating units to which the goodwill and brands are allocated.

Estimating the value in use requires the group to make an estimate of the expected future cash fl ows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows. The carrying amount of the goodwill and brands at balance sheet date is disclosed in Note 18 and Note 19.

(ii) Income taxes

The group has exposure to income taxes in numerous jurisdictions. Signifi cant judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amount of taxation and deferred taxation at balance sheet date is disclosed in the balance sheet.

(iii) Depreciation of fi xed assets Fixed assets are depreciated on a straight-line basis over their estimated useful lives. The group estimates the useful lives

of these fi xed assets to be within 1 to 99 years. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, and therefore future depreciation charges could be revised. The carrying amount of the fi xed asset at balance sheet date is disclosed in the balance sheet.

(b) Critical Judgements made in applying Accounting Policies Management is of the opinion that the instances of application of judgement are not expected to have a signifi cant effect on the

amounts recognised in the fi nancial statements, apart from those involving estimation.



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3. REVENUE


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Sale of goods 2,026,248 1,985,972 – –Service and management fees 4,886 4,920 8,179 7,136Royalty income 9,087 6,979 28,537 23,372

2,040,221 1,997,871 36,716 30,508

4. PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

(a) Profi t before taxation and exceptional items has been arrived at after charging/ (crediting):

Depreciation of fi xed assets 68,188 54,685 480 521Impairment of fi xed assets (net) 1,612 3,322 – –Impairment of intangible assets 4,773 – 2,513 –Amortisation of brands 743 963 426 426Allowance for bad and doubtful debts 595 279 – –Allowance for inventory obsolescence 2,529 2,031 – –Provision for employee benefi ts 3,494 5,112 – –Staff costs (excludes directors’ and key executive offi cers’ remuneration) 155,072 151,815 15,325 14,058Defi ned contribution plan (excludes directors’ and key executive offi cers’) 4,714 4,492 524 994Share option (write-back)/expense (excludes directors’ and key executive offi cers’) (554) 39 (262) (124)Directors of the Company: Fees 501 659 452 404 Remuneration 1,979 3,593 1,979 3,593 Share option (write-back)/expense – (88) – (88) Central Provident Fund contribution – 4 – 4Key executive offi cers: Remuneration 2,993 3,113 2,993 3,113 Share option expense 240 1 240 1 Central Provident Fund contribution 47 54 47 54Auditors’ remuneration: Auditor of the Company – Current year 218 256 100 132 – Under-provision for prior year 27 – 47 – Other auditors – Current year 538 665 – – – Under-provision for prior year 10 19 – –Others fees paid to: Auditor of the Company 32 45 – – Other auditors 95 162 – –



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4. PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS (continued)


2009($’000)

2008($’000)

2009($’000)

2008($’000)

(b) Net interest income/(expense)Interest incomeSubsidiary companies – – 1,747 –Bank and other deposits 4,602 9,140 65 1,822Others 2,063 3,067 – –

6,665 12,207 1,812 1,822Interest expenseBank loans and overdrafts (12,246) (16,392) (588) (1,691)Others (80) (130) (46) (47)

(12,326) (16,522) (634) (1,738)(5,661) (4,315) 1,178 84

(c) Included in Other income/(expense) (net)(Loss)/Profi t on disposal of fi xed assets (1,226) 72 (14) 82Rental income 192 114 – –Job credit income 1,235 – 234 –Changes in fair value of fi nancial instruments (2,662) 3,907 1,309 30Foreign exchange loss (10,174) (3,667) (2,279) (2,910)Income from sale of scrapped items, beer drums and by-product 1,953 2,688 – –Service fee from a subsidiary company – – – 8,000Gain on dilution of interest in a subsidiary company – 435 – –



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5. GROUP SEGMENTAL REPORTING The group is organised on a geographical basis. The group operates breweries in each of the following locations and sells its beer and

stout essentially in the country it is produced.

For year ended 30 September 2009

Geographical SegmentSingapore

($’000)Malaysia

($’000)

Papua New

Guinea($’000)

NewZealand

($’000)Indochina

($’000)Mongolia

($’000)

SouthAsia

($’000)China($’000)

Thailand($’000)

CorporateOffi ce($’000)

Group($’000)

Revenue 493,253 – 263,959 371,601 831,569 15,271 54,313 – – 10,255 2,040,221

Profi t/(Loss) before interest, taxation and exceptional items

Subsidiary companies 64,851 – 77,109 10,635 163,862 (7,326) (9,794) – – (5,845) 293,492

Joint venture and associated companies 5,817 12,811 – – – – – (5,869) 974 – 13,733

70,668 12,811 77,109 10,635 163,862 (7,326) (9,794) (5,869) 974 (5,845) 307,225

Interest income 6,665

Interest expense (12,326)

Exceptional items 14,404

Taxation (96,672)

Minority interests, net of taxes (46,899)

Attributable profi t 172,397

Total assets

Assets 159,438 48,727 96,752 378,617 494,146 26,319 92,166 180,857 44,111 27,772 1,548,905

Tax assets 4,733

Bank deposits and cash balances 192,832

1,746,470

Total liabilities

Liabilities (89,019) – (47,502) (65,096) (154,262) (2,292) (13,298) – – (20,890) (392,359)

Tax liabilities (92,871)

Borrowings (128,560)

(613,790)

Other segment information:

Capital expenditure 3,456 – 28,663 22,703 29,586 1,900 2,295 – – 135 88,738

Depreciation and amortisation 10,086 – 4,746 15,671 32,971 2,296 2,254 – – 907 68,931

Impairment of fi xed assets 61 – 382 434 735 – – – – – 1,612

Impairment of intangible assets – – – – 2,260 – – – – 2,513 4,773

Attributable profi t/(loss) before exceptional items 59,749 12,811 37,593 6,598 72,882 (4,926) (11,788) (5,869) 974 (10,031) 157,993

Exceptional items (384) – – 3,703 – – – – – 11,085 14,404

Attributable profi t/(loss) 59,365 12,811 37,593 10,301 72,882 (4,926) (11,788) (5,869) 974 1,054 172,397

Business SegmentBrewery

($’000)Investment

($’000)


Group($’000)

Revenue 2,029,966 – 10,255 2,040,221

Profi t/(Loss) before interest, taxation and exceptional items 311,454 1,616 (5,845) 307,225

Total assets 1,659,645 17,059 69,766 1,746,470

Capital expenditure 88,603 – 135 88,738

Indochina: Vietnam, Cambodia and Laos

South Asia: India and Sri Lanka



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5. GROUP SEGMENTAL REPORTING (continued)

For year ended 30 September 2008

Geographical SegmentSingapore

($’000)Malaysia

($’000)

Papua New

Guinea($’000)

NewZealand

($’000)Indochina

($’000)Mongolia

($’000)

SouthAsia

($’000)China($’000)

Thailand($’000)


Group($’000)

Revenue 503,840 – 220,344 436,110 771,138 13,855 44,495 – – 8,089 1,997,871

Profi t/(loss) before interest, taxation and exceptional items

Subsidiary companies 50,925 – 60,766 49,416 142,442 662 (12,021) – – (8,616) 283,574

Joint venture and associated companies 5,825 14,166 – – – – – (10,609) 3,855 – 13,237

Share of joint venture’s impairment – – – – – – – (19,085) – – (19,085)

56,750 14,166 60,766 49,416 142,442 662 (12,021) (29,694) 3,855 (8,616) 277,726

Interest income 12,207

Interest expense (16,522)

Exceptional items (8,202)

Taxation (99,379)

Minority interests, net of taxes (42,083)

Attributable profi t 123,747

Total assets

Assets 178,967 48,925 56,900 374,593 530,559 35,621 82,403 190,777 47,069 21,963 1,567,777

Tax assets 3,787

Bank deposits and cash balances 140,223

1,711,787

Total liabilities

Liabilities (87,847) – (31,342) (63,581) (139,487) (4,316) (12,915) – – (26,099) (365,587)

Tax liabilities (80,447)

Borrowings (210,247)

(656,281)

Other segment information:

Capital expenditure 4,762 – 9,650 21,791 44,136 2,114 17,820 – – 761 101,034

Depreciation and amortisation 11,524 – 3,422 15,456 19,920 2,045 2,334 – – 947 55,648

Impairment/(write-back) of fi xed assets (net) 3,262 – 209 (399) 250 – – – – – 3,322

Attributable profi t/(loss) before exceptional items 47,437 14,165 29,737 30,670 54,416 (642) (13,649) (29,694) 3,854 (4,345) 131,949

Exceptional items (3,663) – – – – – – (4,539) – – (8,202)

Attributable profi t/(loss) 43,774 14,165 29,737 30,670 54,416 (642) (13,649) (34,233) 3,854 (4,345) 123,747

Business SegmentBrewery

($’000)Investment

($’000)


Group($’000)

Revenue 1,989,782 – 8,089 1,997,871

Profi t/(Loss) before interest, taxation and exceptional items 284,244 2,098 (8,616) 277,726

Total assets 1,658,808 24,021 28,958 1,711,787

Capital expenditure 100,273 – 761 101,034

Indochina: Vietnam, Cambodia and Laos

South Asia: India and Sri Lanka



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6. GROSS INCOME FROM INVESTMENTS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Unquoted equity investments – 22 – 22Unquoted non-equity investments 1,616 2,076 – –

1,616 2,098 – 22

7. EXCEPTIONAL ITEMS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Compensation fee 11,085 – 11,085 –Impairment loss on asset held for sale of a joint venture company – (4,539) – –Restructuring costs and professional fees (384) (4,422) – –Gain on disposal of properties – 759 – –Gain on disposal of a subsidiary company 3,703 – – –

14,404 (8,202) 11,085 –

8. TAXATION


2009($’000)

2008($’000)

2009($’000)

2008($’000)

On profi t for the year:– Singapore tax 12,393 13,105 1,070 2,150– Overseas tax 83,055 85,703 14,067 10,152Provision for deferred taxation – Current 1,039 7,292 – –Under/(Over) provision in prior years– Current income tax 1,192 (7,120) 3,335 (2,335)– Deferred tax (350) 399 – 590Deferred tax – change in tax rate (657) – – –

96,672 99,379 18,472 10,557

A reconciliation between the Singapore statutory tax rate and the effective tax rate is as follows:


2009%

2008%

2009%

2008%

Singapore statutory tax rate 17.0 18.0 17.0 18.0Effect of different tax rates of other countries 5.9 6.8 – –Effect of tax losses of subsidiary and joint venture companies not available for set-off 2.2 3.1 – –Effect of non-taxable income (2.5) (0.4) (17.5) (19.1)Effect of non-deductible expenses 4.3 6.0 1.1 2.4Utilisation of previously unrecognised tax losses (1.1) (2.1) – –Effect of under/(over) provision of tax in prior years 0.3 (2.5) 1.6 (1.1)Adjustment due to change in tax rate (0.2) – – –Others 4.7 8.6 6.7 6.4Effective tax rate 30.6 37.5 8.9 6.6



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8. TAXATION (continued) As at 30 September 2009, certain overseas subsidiary companies have tax losses carried forward of approximately $39,560,000

(2008: $26,073,000). The availability of these losses to offset future profi ts of these overseas subsidiary companies is subject to the meeting of certain statutory requirements in the countries of tax residences of these companies.

The corporate income tax rate applicable to Singapore companies of the group was reduced to 17% for the year of assessment 2010 onwards from 18% for year of assessment 2009.

9. DIVIDENDS

THE GROUP AND THE COMPANY

2009($’000)

2008($’000)

Interim dividend paid of 14 cents per share, one-tier tax exempt (2008: 14 cents per share, one-tier tax exempt)

36,145 36,142

Final dividend proposed of 18 cents per share, one-tier tax exempt (2008: 18 cents per share, one-tier tax exempt)

46,473 46,472

82,618 82,614

The fi nal dividend is proposed by the directors after the balance sheet date and is subject to the approval of shareholders at the next annual general meeting of the Company.

10. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the net profi t for the year attributable to shareholders by the weighted average number

of ordinary shares outstanding during the year.

Diluted earnings per share is calculated by dividing the net profi t for the year attributable to shareholders by the weighted average number of ordinary shares outstanding during the year, adjusted for the effects of all potential dilutive ordinary shares.

The income and number of ordinary shares used in the basic and diluted earnings per share computation are:

THE GROUP

2009($’000)

2008($’000)

Group attributable profi t to shareholders of the Company– Before exceptional items 157,993 131,949– After exceptional items 172,397 123,747

NUMBER OF ORDINARY SHARES

Weighted average number of ordinary shares in issue applicable to basic earnings per share 258,180,274 258,160,739Effect of dilutive securities:Share options 31,597 41,136Adjusted weighted average number of ordinary shares applicable to diluted earnings per share 258,211,871 258,201,875


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11. SHARE CAPITAL

THE GROUP AND THE COMPANY

2009 2008

No of Shares(’000)

Share Capital($’000)

No of Shares(’000)

Share Capital($’000)

Ordinary shares issued and fully paid-upBalance at beginning of year 258,179 277,523 258,159 277,411Issued during the year 2 15 20 112Balance at end of year 258,181 277,538 258,179 277,523

All issued shares are fully paid–up.

The holders of ordinary share are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions.

At the end of the year, there were 65,210 (2008: 71,108) un-issued ordinary shares of the Company under options granted pursuant to the Executives’ Share Option Scheme of the Company. Details of the Scheme are disclosed in paragraph (5) (a) of the Directors’ Report.

12. RESERVES


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Capital reserve 15,799 15,799 – –Revenue reserve 815,492 725,713 799,741 693,678Exchange reserve (123,034) (108,380) – –Other reserve 49 52 49 52Dividend reserve (Note 9) 46,473 46,472 46,473 46,472

754,779 679,656 846,263 740,202

The capital reserve of the group comprises statutory reserve and asset revaluation reserve of subsidiary companies.

Exchange reserve comprises the exchange difference arising from the translation of the fi nancial statements of foreign operations whose functional currencies are different from that of the group’s presentation currency.

Other reserve represents the equity-settled options granted to employees and is made up of cumulative value of services received from employees recorded on grant of equity-settled options.


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13. FIXED ASSETS

THE GROUP

FreeholdLand

($’000)

LeaseholdLand

($’000)Building

($’000)

Plant & Machinery

($’000)

CapitalWork-in

Progress($’000)

Other Fixed

Assets($’000)

Total($’000)

For the year ended 30 September 2009

Cost or ValuationAt beginning of year 9,344 14,767 247,297 679,705 89,249 114,106 1,154,468Currency realignment 346 (936) (4,352) (9,315) (4,813) (701) (19,771)Additions 60 – 4,123 30,746 43,367 10,442 88,738Disposals – (327) (238) (7,287) – (8,771) (16,623)Acquisition of subsidiary companies – – – 4,621 – – 4,621Reclassifi cation – 79 6,579 55,852 (65,495) 2,985 –At end of year 9,750 13,583 253,409 754,322 62,308 118,061 1,211,433

Representing:Cost 9,750 13,583 248,828 742,613 62,308 118,061 1,195,143Valuation 1976 – – – 106 – – 106Valuation 1988 – – 4,581 11,603 – – 16,184

9,750 13,583 253,409 754,322 62,308 118,061 1,211,433

Accumulated depreciation and impairmentAt beginning of year – 5,881 80,585 387,764 – 75,152 549,382Currency realignment – (511) (780) 171 – 328 (792)Depreciation charge – 642 8,907 45,314 – 13,325 68,188Impairment charge – – – 2,491 – 298 2,789Impairment charge write-back – (9) (66) (1,086) – (16) (1,177)Disposals – (37) (25) (5,422) – (8,200) (13,684)Reclassifi cation – – 233 (706) – 473 –At end of year – 5,966 88,854 428,526 – 81,360 604,706

Net book value 9,750 7,617 164,555 325,796 62,308 36,701 606,727


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13. FIXED ASSETS (continued)

THE GROUP

FreeholdLand

($’000)

LeaseholdLand

($’000)Building

($’000)

Plant & Machinery

($’000)

Capital Work-in-Progress

($’000)

Other Fixed

Assets($’000)

Total($’000)

For the year ended 30 September 2008

Cost or ValuationAt beginning of year 9,208 12,789 233,673 690,006 118,005 113,659 1,177,340Currency realignment (1,378) (802) (13,684) (49,150) (7,215) (10,026) (82,255)Additions 1,514 – 7,508 27,384 47,826 16,802 101,034Disposals – (736) (1,605) (21,609) – (21,917) (45,867)Acquisition of subsidiary companies – – – 4,216 – – 4,216Reclassifi cation – 3,516 21,405 28,858 (69,367) 15,588 –At end of year 9,344 14,767 247,297 679,705 89,249 114,106 1,154,468

Representing:Cost 9,344 14,767 242,429 667,261 89,249 114,106 1,137,156Valuation 1976 – – – 116 – – 116Valuation 1988 – – 4,868 12,328 – – 17,196

9,344 14,767 247,297 679,705 89,249 114,106 1,154,468

Accumulated depreciation and impairmentAt beginning of year – 6,175 78,064 416,076 – 73,633 573,948Currency realignment – (652) (4,378) (32,160) – (5,357) (42,547)Depreciation charge – 494 7,421 34,053 – 12,717 54,685Impairment charge – – – 590 – 3,148 3,738Impairment charge write-back – (8) (99) (232) – (77) (416)Disposals – (128) (634) (20,891) – (18,373) (40,026)Reclassifi cation – – 211 (9,672) – 9,461 –At end of year – 5,881 80,585 387,764 – 75,152 549,382

Net book value 9,344 8,886 166,712 291,941 89,249 38,954 605,086

(a) The valuations for 1976 and 1988 were made by the directors of a subsidiary company based on appraisals by independent valuers.

(b) Other fi xed assets comprise motor vehicles, forklift trucks, beer coolers and fi xtures and fi ttings.(c) Fixed assets with carrying amount of $18,238,000 (2008: $20,070,000) of a subsidiary company are charged as security for its

bank overdraft and borrowings (see Note 27).(d) The carrying amount of fi xed assets acquired through fi nance lease is $680,000 (2008: $1,386,000).



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13. FIXED ASSETS (continued)

The Company’s fi xed assets comprise motor vehicles, fi xtures and fi ttings and offi ce equipment.

THE COMPANY

2009($’000)

2008($’000)

Cost At beginning of year 5,197 4,857 Additions 135 761 Disposals (542) (421) At end of year 4,790 5,197

Accumulated depreciation At beginning of year 3,198 3,017 Depreciation charge 480 521 Disposals (332) (340) At end of year 3,346 3,198

Net book value 1,444 1,999

14. SUBSIDIARY COMPANIES

THE COMPANY

2009($’000)

2008($’000)

Equity shares, at cost (unquoted) 681,058 669,419Non-equity preference shares, at cost (unquoted) (a) 56,677 47,954Long term loan from subsidiary company (unsecured) (b) (7,630) (7,630)

730,105 709,743 Details of the Company’s subsidiary companies are included in Note 39.

(a) The non-equity preference shares with carrying amount of $4,410,000 (2008: Nil), $6,341,000 (2008: $6,341,000), $7,773,000 (2008: $7,773,000), $10,839,000 (2008: $10,327,000) and $27,314,000 (2008: $23,513,000) held in subsidiary companies are redeemable and pay dividend at rates of 17.5%, 15%, 12%, 8% and 0% respectively. These preference shares carry no voting rights and may be redeemed any time from 1 October 2006 to 16 March 2017.

(b) The loan from subsidiary company is interest-free, not expected to be repaid within the next 12 months and to be settled in cash.

On 31 October 2008, DB Breweries (“DB”) disposed its wholly-owned subsidiary, Liquorland Limited, for a consideration of $3.8 million.

In 2009, Barworks group acquired various outlets for a consideration of $5.9 million which was funded via repayment of borrowing and contribution from minority interests.


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14. SUBSIDIARY COMPANIES (continued) The fair value and carrying value of the identifi able assets and liabilities arising from acquisition of subsidiary companies and business as

at date of acquisition are:

THE GROUP

Fair valueat date of

acquisition2009

($’000)

Carrying valueat date of

acquisition2009

($’000)

Fixed assets 4,621 4,621Other non-current assets 3,651 3,651Current assets 528 528Current liabilities (6,736) (6,736)Minority interests (849) (849)Subsidiary companies acquired 1,215 1,215Goodwill on acquisition 4,704Consideration 5,919Less: Cash injection by subsidiary company (5,468) Funded by minority interests (451)Net cash outfl ow on acquisition of subsidiary companies –

15. JOINT VENTURE COMPANIES


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Unquoted equity investment At cost – – 92,106 92,106 At net asset values on acquisition 330,743 330,743 – –Loans (unsecured) 70 70 274,350 274,350Provision for impairment (19,085) (19,085) (68,000) (68,000)Share of net post acquisition reserves (32,533) (20,795) 2,422 221

279,195 290,933 300,878 298,677Details of joint venture companies are included in Note 39.

The loans to a joint venture company are interest-free and not expected to be repaid within the next 12 months.

(a) The group’s share of the consolidated results of the joint venture companies are as follows:

Revenue 549,902 555,273 Profi t before impairment and exceptional item 13,733 13,239 Impairment on investment – (19,085) Exceptional item – (4,539)

(b) The group’s share of the consolidated assets and liabilities of the joint venture companies are as follows:

Fixed assets 174,664 181,642 Non-current assets 102,765 75,231 Current assets 189,136 216,609 Current liabilities (134,163) (130,189) Non-current liabilities (53,207) (52,360)

279,195 290,933

(c) There are no contingent liabilities relating to the group’s interest in the joint venture companies.



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16. ASSOCIATED COMPANY

THE GROUP

2009($’000)

2008($’000)

Unquoted equity investment at cost 250 250Share of net post acquisition reserves 133 112

383 362

The summarised fi nancial information of the associated company are as follows:

(a) Results:

Revenue 2,059 2,429Loss before taxation –* (5)Taxation –* –Loss after taxation –* (5)

(b) Assets and liabilities:

Non-current assets 134 175 Current assets 3,594 3,452 Current liabilities (2,962) (2,904)

766 723

(c) There are no contingent liabilities relating to the group’s interest in the associated company.

Details of the associated company are included in Note 39.

* Less than $1,000.


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17. OTHER INVESTMENTS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Available-for-sale fi nancial assetsQuotedEquity investment At fair value 3 3 – –UnquotedEquity investment At cost (c) 17 14 14 14

20 17 14 14

Held-to-maturity fi nancial assetQuotedNon-equity investment At fair value (a) 509 481 – –

Loans and receivablesUnquotedNon-equity investments (b) & (c) 9,783 17,024 – –Others (At cost less impairment loss) (c) 559 494 – –

10,342 17,518 – –

10,871 18,016 14 14

Market value of quoted investments Available-for-sale fi nancial asset Equity investment (d) 9 9 – –Held-to-maturity fi nancial asset Non-equity investment (d) 509 481 – –

518 490 – –

(a) The quoted non-equity investments carry interest rate of 6.0% (2008: 6.0%) per annum.

(b) The unquoted non-equity investments carry interest rate of 0%-10.4% (2008: 0%-10.4%) per annum.

(c) The unquoted investments do not have quoted market prices in an active market nor are there other methods readily available which can reasonably estimate their fair value. Hence it is not practicable to determine their fair value with suffi cient reliability without incurring excessive costs.

(d) Market value of quoted investments is determined by reference to stock exchange quoted prices.



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18. INTANGIBLE ASSETS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Brands, Trademarks, Licences and Pouring Rights

Cost Balance at beginning of year 36,032 40,701 6,631 6,631 Currency realignment (2,593) (4,669) – – Addition 1,148 – – – Impairment charge (4,773) – (2,513) – Balance at end of year 29,814 36,032 4,118 6,631

Accumulated amortisation Balance at beginning of year 4,797 3,846 3,644 3,218 Currency realignment (35) (12) – – Amortisation charge 743 963 426 426 Balance at end of year 5,505 4,797 4,070 3,644

Net book value 24,309 31,235 48 2,987

GoodwillCost, net of accumulated amortisation Balance at beginning of year 201,143 213,734 – – Currency realignment (5,095) 1,130 – – Acquisition of subsidiary companies 4,704 6,052 – – Acquisition of additional interests in subsidiary companies 5,683 3,203 – – Disposals – (22,976) – – Balance at end of year 206,435 201,143 – –

Total net book value 230,744 232,378 48 2,987



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19. IMPAIRMENT TESTS FOR GOODWILL AND BRANDS Goodwill In accordance with FRS 103 Business Combinations, the carrying values of the group’s goodwill on acquisition of subsidiary companies

as at 30 September 2009 were assessed for impairment.

THE GROUP

As at 30 Sep 2009

($’000)

Basis on which

recoverable values are

determined

Terminal growth

rate

Pre-tax discount

rate

Carrying value of capitalised goodwill based on cash-generating unitsSubsidiary companies:DB Breweries 95,877 Value-in-use 2% 12.1%Asia Pacifi c Brewery (Hanoi) Limited 4,353 Value-in-use 2% 20.0%Asia Pacifi c Brewery (Lanka) Limited 8,423 Value-in-use 2% 24.9%FBG Vietnam Holdings Pty Ltd 78,850 Value-in-use 2% 20.0%Asia Pacifi c Breweries (Aurangabad) Private Limited 13,249 Value-in-use 2% 16.5%Asia Pacifi c Breweries-Pearl Private Limited 5,683 Value-in-use 2% 16.5%

206,435

THE GROUP

As at 30 Sep 2008

($’000)

Basis on which

recoverable values are

determined

Terminal growth

rate

Pre-tax discount

rate

Carrying value of capitalised goodwill based on cash-generating unitsSubsidiary companies:DB Breweries 90,864 Value-in-use 2% 13.6%Asia Pacifi c Brewery (Hanoi) Limited 4,353 Value-in-use 2% 16.4%-24.4%Asia Pacifi c Brewery (Lanka) Limited 8,423 Value-in-use 2% 29.2%-32.3%FBG Vietnam Holdings Pty Ltd 83,370 Value-in-use 2% 16.4%-24.4%Asia Pacifi c Breweries (Aurangabad) Private Limited 14,133 Value-in-use 2% 19.6%

201,143

(a) Goodwill is allocated for impairment testing to the individual entity which is also the cash-generating unit. The value-in-use calculation applies a discounted cash fl ow model using cash fl ow projections based on fi nancial budgets and forecasts approved by management covering a three-year period. Cash fl ows beyond the third year are extrapolated using the estimated growth rates.

(b) The discount rate applied to the cash fl ow projections is derived from the cost of capital plus a reasonable risk premium at the date of assessment of the respective cash generating unit. The terminal growth rate used does not exceed the long term average growth rate of the respective industry and country in which the entity operates.

(c) Changes to the assumption used by the management to determine the impairment required, particularly the discount rate and terminal growth rate, can signifi cantly affect the results.

(d) No impairment loss was required for the fi nancial year ended 30 September 2009 for the goodwill assessed as their recoverable values were in excess of their carrying values.



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19. IMPAIRMENT TESTS FOR GOODWILL AND BRANDS (continued) Brands The value-in-use calculations apply a discounted cash fl ow model using cash fl ow projections based on fi nancial budgets and forecasts

approved by management covering 3 to 5 year periods. The growth rate used does not exceed the average growth rate of the respective industry in which the brands operate. The discount rates applied to the cash fl ow projections are derived from the cost of capital plus a reasonable risk premium. The pre-tax discount rates used for the cash fl ow valuation for the brands are 10.7%-20.0% and terminal growth rate of 2%.

Included in the group’s brands are brands with indefi nite useful life of carrying amount of $22,318,000 (2008: $24,304,000).

For the brands with fi nite useful life, impairment charge of $4,773,000 was required for the fi nancial year ended 30 September 2009 as the recoverable value was less than the carrying amount.

20. INVENTORIES

THE GROUP

2009($’000)

2008($’000)

Containers 23,901 27,116Raw materials 30,392 26,222Manufactured goods 48,282 45,458Packaging materials 18,951 13,160Engineering spares, work-in-progress and other inventories 31,539 35,695Finished goods purchased for re-sale 5,058 10,464

158,123 158,115

Inventories of $2,372,000 (2008: $2,788,000) of a subsidiary company are pledged as security for its bank overdrafts (see Note 27).

Write-back of allowance of inventory obsolescence during the year amounted to $1,654,000 (2008: $527,000). The reversal on the allowance of inventory obsolescence was made when the related inventories were sold above their carrying amounts.



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21. TRADE AND OTHER RECEIVABLES


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Trade receivables 160,365 160,779 – –

Other receivablesCurrent Prepayments 16,393 18,885 714 111 Deposits 1,306 1,616 44 65 Tax recoverable 14,441 6,328 – – Interest receivable 2,089 3,224 3 3 Staff loans 1,560 1,385 9 70 Royalties receivable – 429 – 429 Derivative fi nancial instruments 853 2,438 149 – Other receivables 5,196 12,038 60 126

41,838 46,343 979 804Non–current Prepayments 11,555 20,342 – – Staff loans 1,332 1,358 1,071 1,194 Other receivables 7,636 8,875 – –

20,523 30,575 1,071 1,194

(a) Trade receivables of the group are stated after deducting allowance for impairment of $1,464,000 (2008: $1,383,000).

(b) At the balance sheet date, trade receivables amounting to $17,925,000 (2008: $18,457,000) are secured by collaterals provided by customers.

(c) Trade and other receivables of $2,158,000 (2008: $2,112,000) of a subsidiary company are pledged as security for bank overdrafts and borrowings (see note 27).

(d) As at 30 September 2009, trade and other receivables held in foreign currencies by the group are as follows:

New Zealand Dollar – 28.0% (2008: 37.0%)Vietnam Dong – 18.0% (2008: 17.3%)Papua New Guinea Kina – 12.9% (2008: 5.9%)

(e) The carrying amounts of non-current receivables approximate their fair values.



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21. TRADE AND OTHER RECEIVABLES (continued) Trade receivables that are past due but not impaired The group has trade receivables amounting to $43,543,000 (2008: $37,046,000) that are past due at the balance sheet date but not

impaired. The analysis of their aging at the balance sheet date is as follows:

THE GROUP

2009($’000)

2008($’000)

Trade receivables past due:Less than 30 days 24,399 22,16230 to 60 days 7,858 4,34261 to 90 days 4,054 4,51291 to 120 days 1,330 3,141More than 120 days 5,902 2,889

43,543 37,046

Trade receivables that are impaired The group’s trade receivables that are impaired at the balance sheet date and the movement of the allowance accounts used to record

the impairment are as follows:

THE GROUP

Collectively impaired Individually impaired

2009($’000)

2008($’000)

2009($’000)

2008($’000)

Trade receivables – nominal amount – – 1,464 1,383Less: Allowance for impairment – – (1,464) (1,383)

– – – –Movement in allowance accounts:Balance at beginning of year – 6 1,383 1,958Currency realignment – – (42) (624)Charge – – 595 279Write-off – (6) (472) (230)Balance at end of year – – 1,464 1,383

Trade receivables that are individually determined to be impaired at the balance sheet date relate to debtors that are in signifi cant fi nancial diffi culties and have defaulted in payments. These receivables are not secured by any collateral or credit enhancement.

22. SHORT TERM INVESTMENTS

THE GROUP

2009($’000)

2008($’000)

Loans and receivablesNon-equity investments (unquoted) 6,188 6,005

The loans and receivables carry interest rates of 8.9% to 11.9% (2008: 8.9% to 11.9%) per annum.



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23. CASH AND BANK DEPOSITS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Cash and bank balances 90,260 44,724 11,495 1,473Bank fi xed deposits 102,572 95,499 29,064 5,536

192,832 140,223 40,559 7,009

(a) The bank fi xed deposits carry average interest rate of 2.8% (2008: 4.7%) per annum. (b) As at 30 September 2009, bank fi xed deposits, cash and bank balances held in foreign currencies by the group are as follows:

Vietnam Dong – 26.4% (2008: 15.9%)United States Dollar – 23.9% (2008: 20.3%)Papua New Guinea Kina – 20.1% (2008: 37.2%)

24. TRADE AND OTHER PAYABLES


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Trade payables 227,441 193,408 – –

Other payables

Current Accrued operating expenses 72,890 78,298 11,627 13,332 Accrued staff costs 33,937 31,352 5,531 6,686 Interest payable 502 1,006 – 23 Deposits 100 2,351 – – Provision for unconsumed leave 5,228 5,267 418 438 Accrued professional fees 1,107 1,328 240 322 Phantom share options 1,855 3,211 1,741 2,621 Derivative fi nancial instruments 2,498 1,270 – 146 Other payables 16,822 15,535 602 320

134,939 139,618 20,159 23,888

Non-current Amount due to minority shareholder of a subsidiary company – 2,617 – –

As at 30 September 2009, trade and other payables held in foreign currencies by the group are as follows:

Vietnam Dong – 32.0% (2008: 31.8%)Papua New Guinea Kina – 32.0% (2008: 8.6%)New Zealand Dollar – 16.2% (2008: 18.6%)United States Dollar – 10.1% (2008: 4.9%)

25. AMOUNTS DUE FROM/TO SUBSIDIARY COMPANIES The amounts due from/to subsidiary companies are unsecured, interest-free, repayable on demand and to be settled in cash.

26. AMOUNTS DUE FROM/TO JOINT VENTURE, ASSOCIATED AND RELATED COMPANIES The amounts due from/to joint venture, associated and related companies are unsecured, repayable on demand and to be settled in cash.


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27. BORROWINGS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Repayable within one year

Unsecured: Bank borrowings (a) 86,917 141,328 – 37,776 Bank overdrafts (b) 10,651 7,236 – – Term loan (c) 1,323 1,346 – –

Secured: Bank borrowings (d) 4,864 5,070 – – Bank overdrafts (e) 59 – – – Finance leases (f) 966 606 – –

104,780 155,586 – 37,776

Repayable after one year

Unsecured: Bank borrowings (a) 14,075 42,469 – –

Secured: Bank borrowings (d) 9,705 11,084 – – Finance leases (f) – 1,108 – –

23,780 54,661 – –

(a) The unsecured bank borrowings bear interest at average rates of 3.2% to 8.9% (2008: 7.1% to 8.1%) per annum.

(b) The unsecured bank overdrafts bear interest at average rates of 10.0% to 10.6% (2008: 10.3%) per annum.

(c) The unsecured term loan is from an associated company and bears interest at the average rate of 2.8% (2008: 8.7%) per annum.

(d) The secured bank borrowings bear interest at average rates of 10.9% to 12.9% (2008: 19.4%) per annum and are secured by a mortgage over a subsidiary company’s fi xed assets (Note 13), inventories (Note 20), trade and other receivables (Note 21).

(e) The secured bank overdrafts bear interest at 13.9% per annum and are secured by a mortgage over a subsidiary company’s fi xed assets (Note 13), inventories (Note 20), trade receivables and other receivables (Note 21).

(f) Finance leases bear interest at 10.5% (2008: 10.5%) per annum and are secured by the rights to the leased fi xed assets (Note 13).

(g) As at 30 September 2009, borrowings held in foreign currencies by the group are as follows:

New Zealand Dollar – 28.5% (2008: 23.2%)

Vietnam Dong – 20.4% (2008: 30.8%)

United States Dollar – 10.9% (2008: 15.7%)

(h) The carrying values of bank borrowings and fi nance leases approximate fair value as they bear interest at rates which approximate the current incremental borrowing rates for similar types of lending and borrowing arrangements.


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28. DEFERRED TAX ASSETS AND LIABILITIES

THE GROUP

Balance Sheet Profi t Statement

2009($’000)

2008($’000)

2009($’000)

2008($’000)

Deferred tax assetsDeferred tax assets at the end of the fi nancial year relate to the following:Difference in depreciation (49) (5,122) 1,462 (531)Provision, expenses and income taken in a different period 4,782 8,909 87 (1,804)

4,733 3,787 1,549 (2,335)Deferred tax liabilities Deferred tax liabilities at the end of the fi nancial year relate to the following:Difference in depreciation 23,721 18,204 1,830 (631)Expenses taken in a different period 20,795 21,407 (75) 110Gross deferred tax liabilities/(assets) 44,516 39,611 1,755 (521)

Employee benefi ts (1,476) (1,795) (387) 622Provision taken in a different period (3,528) (793) 1,141 –Unabsorbed losses and capital allowances (1,470) (1,258) (715) –Others (1,819) (863) (213) 5,255Gross deferred tax (assets)/liabilities (8,293) (4,709) (174) 5,877

Net deferred tax liabilities 36,223 34,902 1,581 5,356

Deferred tax liabilities of $1,880,000 (2008: $997,000) have been established for the withholding and other taxes that would be payable on the un-remitted earnings of the Company of $11,059,000 (2008: $5,536,000) as such amounts are permanently reinvested. During the year, tax benefi ts of $600,000 (2008: Nil) were recognised on losses transferred under the group relief system.

29. PROVISION FOR EMPLOYEE BENEFITS Long service leave/severance allowance/gratuity Long service leave, severance allowance and gratuity benefi ts are provided by subsidiary companies based on the number of years of

service that employees have rendered at the end of each fi nancial year as required by local legislation in Vietnam, Cambodia, Sri Lanka and Papua New Guinea.

THE GROUP

2009($’000)

2008($’000)

Balance at beginning of year 6,108 4,763Currency realignment (593) (486)Provision for the year 3,494 5,112Payments made during the year (3,227) (3,281)Balance at end of year 5,782 6,108


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29. PROVISION FOR EMPLOYEE BENEFITS (continued) Share options At the balance sheet date, 65,210 (2008: 71,108) un-issued ordinary shares of the Company were under options granted pursuant to

the Company’s Executives’ Share Option Scheme (“the Scheme”). Details of the Scheme are disclosed under paragraph 5(a) of the Directors’ Report. The Scheme had expired in July 2004 and was succeeded by the Phantom Share Option Plan.

Options Offer date

Balance atbeginning

of yearExpired/

Exercised*Balance at

end of yearExercise

Price Exercise Period

1999 23.12.1998 3,898 (3,898) – $3.61 22.09.2001 - 21.11.20082000 22.12.1999 10 – 10 $4.28 21.09.2002 - 20.11.20092001 20.12.2000 2,750 – 2,750 $3.91 19.09.2003 - 18.11.20102002 08.10.2001 5,650 – 5,650 $3.79 08.07.2004 - 07.09.20112003 15.10.2002 18,000 – 18,000 $4.79 15.07.2005 - 14.09.20122004 08.10.2003 40,800 (2,000) 38,800 $6.29 08.07.2006 - 07.09.2013

71,108 (5,898) 65,210

* Expired (3,898); Exercised (2,000).

The weighted average share price for share options exercised during the year was $10.30 (2008: $12.69).

Phantom Share Option Plan (“PSOP”) The PSOP succeeds the Scheme. No shares will be issued and participants of the plan are not entitled to, and have no right or interest

in the shares of the Company. Grantees are granted options, at a specifi ed exercise price which has been calculated as the average of the closing market price for the thirty market days immediately before the grant (“Exercise Price”). The total number of phantom shares that may be granted under options in any one year shall not exceed 1% of the Company’s issued share capital at the time of the grant.

Grantees may exercise the options at any time during a 24-month exercise period (which commences 33 months after the effective date of the grant of the option). Upon exercise of the options, an amount in cash equal to the excess (if any) of the average of the closing market price for the thirty days immediately preceding the date the options are exercised of the phantom shares over their Exercise Price would be paid to the grantee. In the event the excess exceeds the Exercise Price, the amount payable by the Company to the grantee shall not exceed the Exercise Price. Options expire at the end of 57 months after the offer date unless an option has previously lapsed by reason of the cessation of the employment of the grantee after the grant of an option and before its exercise.

Options Offer date

Balance atbeginning of

year or at offer date (if later)

Lapsed/Expired/

Exercised*Balance at

end of yearExercise

Price Exercise Period

2005 08.10.2004 45,150 (45,150) – $7.48 08.07.2007 to 07.07.20092006 09.11.2005 522,325 (323,600) 198,725 $8.96 09.08.2008 to 08.08.20102007 07.11.2006 1,336,100 (28,450) 1,307,650 $15.34 07.08.2009 to 06.08.20112008 08.11.2007 1,605,700 (57,850) 1,547,850 $13.59 09.08.2010 to 06.08.20122009 08.11.2008 1,468,750 (58,450) 1,410,300 $10.95 08.08.2011 to 07.08.2013

4,978,025 (513,500) 4,464,525

* Expired (22,000); Lapsed due to resignation (144,750); Exercised (346,750).

The weighted average share price for share options exercised during the year was $12.20 (2008: $12.84).

The fair value of the phantom share options as at the date of offer is estimated using the Binomial valuation model, taking into account the terms and conditions upon which the options were offered.


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29. PROVISION FOR EMPLOYEE BENEFITS (continued)

Phantom Share Options

2009 2008 2007 2006 2005

Fair value at offer date $1.22 $1.35 $2.97 $0.94 $1.13Exercise price $10.95 $13.59 $15.34 $8.96 $7.48Share price at offer date $10.32 $13.40 $15.50 $8.94 $7.60

Assumptions used in Binomial valuation model to estimate fair value at offer date:Expected volatility 20.8% 16.7% 24.8% 16.3% 25.0%Risk free interest rate 1.7% 2.3% 3.1% 2.7% 2.4%Expected dividend yield 3.3% 2.1% 1.9% 3.3% 3.9%Expected life of options (years) 4.7 3.9 3.6 3.7 4.6


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Liability for cash-settled option 1,855 3,211 1,741 2,621Cash-settled option write-back (314) (48) (22) (211)

Defi ned benefi t plan The group wound up its defi ned benefi t pension plan on 31 March 2009. The fund was administered by a subsidiary company in New

Zealand on behalf of its subsidiaries. The following table summarises the components of net benefi t expenses recognised in the balance sheet and the funded status and amounts recognised in the balance sheet of the plan. Based on the review by an independent qualifi ed actuarial, the fi nancials of the plan are as follows:

THE GROUP

2009 2008

Major assumptions used by the qualifi ed actuary: Rate of increase in salaries 3.5% 3.5% Expected rate of return on assets 5.0% 5.0% Discount rate 4.4% 4.5%

($’000) ($’000)

Present value of the obligation – 19,032Fair value of plan assets – (19,253)

– (221)

Unrecognised actuarial gain – 294Liabilities not recognised in balance sheet – 73

Net benefi t expense Current service costs 814 1,506 Interest costs/(income) 490 (915) Expected (gain)/loss on plan assets (517) 1,076 Curtailment (107) – Settlement (45) – Expense recognised in other costs 635 1,667


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29. PROVISION FOR EMPLOYEE BENEFITS (continued)

THE GROUP

2009($’000)

2008($’000)

Actual return on plan assets:Expected (loss)/gain on plan assets (517) 1,076Actuarial loss on plan assets (2,347) (2,820)Actual loss on plan assets (2,864) (1,744)

30. FUTURE COMMITMENTS

THE GROUP

2009($’000)

2008($’000)

Future commitments not provided for in the fi nancial statements:(a) Commitments in respect of contracts placed Fixed assets 13,768 11,703 Raw materials 198 417 Share of joint venture companies’ commitments 2,950 3,341

16,916 15,461(b) Other amounts approved by directors but not committed Fixed assets 53,074 37,621 Share of joint venture companies’ commitments 1,626 2,175

54,700 39,79671,616 55,257

31. LEASE COMMITMENTS


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Lease commitments under non-cancellable operating leases: Payable within 1 year 11,806 10,409 589 1,314 Between 1 to 5 years 27,878 20,816 401 686 After 5 years 70,081 63,120 – –

109,765 94,345 990 2,000

Operating lease expenses (principally for offi ces, land and equipment) 13,464 11,182 991 1,304

Operating leases do not contain any escalation clauses and do not provide for contingent rents. Lease terms do not contain restrictions on the group activities concerning dividends, additional debts or entering into other leasing agreements.


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31. LEASE COMMITMENTS (continued) Lease commitments under non-cancellable fi nance lease where the group is a lessee:

THE GROUP

Present value of

payment2009

($’000)

Minimum lease

payments2009

($’000)

Present value of

payments2008

($’000)

Minimum lease

payments2008

($’000)

Minimum lease payments due: Payable within 1 year 966 992 606 664 Payable between 1 and 5 years – – 1,108 1,213

966 992 1,714 1,877Less: Future fi nance charges – (26) – (163)Present value of minimum lease payments 966 966 1,714 1,714

32. CONTINGENT LIABILITIES

THE GROUP

2009($’000)

2008($’000)

Contingent liabilities not provided for in the fi nancial statements in respect of:– guarantee given to bank on overdraft of an associated company 610 481

33. RELATED PARTY TRANSACTIONS Signifi cant related party transactions entered into by the group are:


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Asia Pacifi c Investment Pte Ltd Management fees paid (4,832) (4,560) (4,832) (4,560)Fraser and Neave, Limited and its subsidiaries Management fees received 1,023 956 1,023 956 Purchase of bottles (21,809) (19,929) – – Offi ce rental paid (1,362) (1,171) (804) (777) Management fees paid (918) (918) (918) (918)Heineken N.V and its subsidiaries Sale of beer 28,165 21,034 – – Royalty received 17 – 17 – Technical fees received 393 817 – – Royalties paid (26,603) (26,846) – – Purchase of raw materials/beer/equipment (14,842) (14,350) – – Technical fees paid (1,199) (2,853) – –Joint venture companies Sale of beer 29,420 31,297 – – Service fees received 3,863 3,964 145 152 Royalty received 9,070 6,979 9,070 6,979 Purchase of beer (78,962) (81,418) – –

The transactions are based on agreed fees or terms determined on a commercial basis.


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34. FINANCIAL RISK MANAGEMENT The Company and the group are exposed to market risk, including primarily changes in currency exchange rates and interest rates and

use derivatives and other instruments in connection with its fi nancial risk management activities. The Company and the group do not hold or issue derivatives fi nancial instruments for trading purposes.

The group has established processes to monitor and control hedging transactions in a timely and accurate manner. These policies are reviewed regularly by the Audit and Executive Committees to ensure that the group’s policies and guidelines are adhered to. The group’s accounting policies in relation to derivatives are set out in Note 2.

Foreign currency risk The group has exposure to foreign exchange risk as a result of transactions denominated in foreign currencies, arising from normal

trading and investment activities. When exposures are certain, it is the group’s policy to hedge these risks as they arise. For those exposures less than certain in their timing and extent, it is the group’s policy to cover 50% to 90% of anticipated exposure for a maximum period of 12 months forward. The group uses foreign currency exchange contracts to manage these exposures.

At 30 September 2009, the group had entered into forward foreign currency exchange buy contracts amounting to $65,667,000 (2008: $92,742,000) and forward foreign currency exchange sell contracts amounting to $36,823,000 (2008: $44,399,000). The fair value adjustment of the buy and sell contracts (which is the difference between the notional principal amount and market value of the contracts) is a loss of $1,945,000 (2008: gain of $1,419,000) and a gain of $300,000 (2008: loss of $251,000) respectively.

The fair values of forward foreign currency exchange contracts have been calculated using rates quoted by the group’s bankers to terminate the contract at the balance sheet date.

Sensitivity analysis for foreign currency risk A 10% strengthening of the foreign currencies against the underlying functional currencies at the balance sheet date would have

increased (decreased) profi t before tax by the amounts shown below. The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for fi nancial year ended 30 September 2008.


Profi t before tax

($’000)

Profi t before tax

($’000)

Year ended 30 September 2009United States Dollar 558 260Euro 2,154 –Australian Dollar 539 –Sterling Pound 338 –Papua New Guinea Kina 72 72

Year ended 30 September 2008United States Dollar 241 1,306Euro 742 11Australian Dollar 488 –Sterling Pound (186) –Papua New Guinea Kina 528 528

A 10% weakening of the above foreign currencies against the underlying functional currencies at the balance sheet date would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.


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34. FINANCIAL RISK MANAGEMENT (continued) Liquidity risk The Company’s and the group’s exposure to liquidity risk arises in the general funding of the Company’s and the group’s business

activities. It includes the risk of being able to fund business activities in a timely manner.

The group adopts a prudent approach to managing its liquidity risk. The group always maintain suffi cient cash and marketable securities, and have available funding through diverse sources of committed and uncommitted credit facilities from various banks.

The table below analyses the maturity profi le of the group’s and Company’s fi nancial liabilities (including derivative fi nancial instruments) based on contractual undiscounted cash fl ows.

Cash fl ows

THE GROUP

Carrying amount

($’000)

Less than 1 year($’000)

Between 1 and 5 years

($’000)

Over 5 years

($’000)

As at 30 September 2009Derivative fi nancial instruments Forward currency contracts 2,498 2,498 – –Non-derivative fi nancial instruments Trade payables 227,441 227,441 – – Other payables 125,358 125,358 – – Borrowings 128,560 112,785 26,868 – Amounts due to related companies 18,396 18,396 – – Amounts due to joint venture and associated companies 5,801 5,801 – –

508,054 492,279 26,868 –As at 30 September 2008Derivative fi nancial instruments Forward currency contracts 1,270 1,270 – –Non-derivative fi nancial instruments Trade payables 193,408 193,408 – – Other payables 132,487 129,870 – 3,873 Borrowings 210,247 172,063 63,473 – Amounts due to related companies 16,480 16,480 – – Amounts due to joint venture and associated companies 7,356 7,356 – –

561,248 520,447 63,473 3,873


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34. FINANCIAL RISK MANAGEMENT (continued)

Cash fl ows

THE COMPANY

Carrying amount

($’000)

Less than 1 year($’000)

Between 1 and 5 years

($’000)

Over 5 years

($’000)

As at 30 September 2009Non-derivative fi nancial instruments Other payables 18,000 18,000 – – Amounts due to related companies 1,021 1,021 – – Amounts due to joint venture and associated companies 120 120 – –

19,141 19,141 – –

As at 30 September 2008

Derivative fi nancial instruments Forward currency contracts 146 146 – –

Non-derivative fi nancial instruments Other payables 20,683 20,683 – – Borrowings 2,447 2,447 – – Amounts due to related companies 122 122 – – Amounts due to joint venture and associated companies 377 377 – –

23,775 23,775 – –

Credit risk The Company’s and the group’s maximum exposure to credit risk in the event that the counterparties fail to perform their obligations as

of 30 September 2009 in relation to each class of recognised fi nancial assets, including derivatives with positive fair values, is the carrying amount of those assets as indicated in the balance sheet.

With respect to derivative fi nancial instruments, credit risk arises from the potential failure of counterparties to meet their obligations under the contract or arrangement. The group’s maximum credit risk exposure for forward foreign currency exchange contracts is limited to the fair value adjustments of the forward foreign currency exchange contracts.

It is the Company’s and the group’s policy to enter into fi nancial instruments with a diversity of credit-worthy counterparties. The Company and the group do not expect to incur material losses on its fi nancial assets or other fi nancial instruments.

Concentrations of credit risk exist when changes in economic, industry or geographical factors similarly affect the group of counterparties whose aggregate credit exposure is signifi cant in relation to the group’s total credit exposure. The group’s portfolio of fi nancial instruments is broadly diversifi ed along geographic lines, and transactions are entered into with diverse credit-worthy counterparties, thereby mitigating any signifi cant concentration of credit risk.


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34. FINANCIAL RISK MANAGEMENT (continued) The group’s maximum exposure to credit risk for trade debtors at the balance sheet date is as follows:

THE GROUP

2009 2008

($’000) % of total ($’000) % of total

By Business Activity Breweries 160,365 100 160,779 100

By Territory Singapore 39,344 24 55,107 34 Papua New Guinea 27,184 17 10,832 7 New Zealand 56,365 35 57,889 36 Indochina 24,826 16 28,633 18 Mongolia 744 1 1,533 1 South Asia* 11,902 7 6,785 4

160,365 100 160,779 100

* South Asia – Sri Lanka and India.

Interest rate risk The Company’s and the group’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio in fi xed

deposits and bonds and its debt obligations with fi nancial institutions. The Company’s and the group’s policy is to manage its interest cost using a mix of fi xed and variable rate debts. The group is in a net interest expense position for the fi nancial years ended 30 September 2009 and 2008.

The following table sets out the carrying amount, by maturity, of the group’s fi nancial instruments that are exposed to interest rate risk:

Fixed rates

THE GROUP

Variable rates

($’000)

Less than1 year($’000)

Between 1and 5 years

($’000)Total

($’000)

As at 30 September 2009AssetsNon-current assets – – 21,069 21,069Short term investments – 6,188 – 6,188Bank fi xed deposits – 102,572 – 102,572

– 108,760 21,069 129,829

LiabilitiesBorrowings 80,261 47,333 – 127,594Finance leases – 966 – 966

80,261 48,299 – 128,560

As at 30 September 2008AssetsNon-current assets – – 37,289 37,289Short term investments – 6,005 – 6,005Bank fi xed deposits – 95,499 – 95,499

– 101,504 37,289 138,793

LiabilitiesBorrowings 25,852 154,980 27,701 208,533Finance leases – 606 1,108 1,714

25,852 155,586 28,809 210,247


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34. FINANCIAL RISK MANAGEMENT (continued)

Fixed rates

THE COMPANY

Variable rates

($’000)

Less than1 year($’000)

Between 1and 5 years

($’000)Total

($’000)

As at 30 September 2009Asset Bank fi xed deposits – 29,064 – 29,064

As at 30 September 2008Asset Bank fi xed deposits – 5,536 – 5,536Liability Borrowings – 37,776 – 37,776

Interest on fi nancial instruments classifi ed as variable rate is repriced at intervals of less than one year. Interest on fi nancial instruments classifi ed as fi xed rate is fi xed until the maturity of the instrument. The other fi nancial instruments of the group that are not included in the above table are non-interest bearing and are therefore not subjected to interest rate risk.

Sensitivity analysis for interest rate risk It is estimated that a hundred basis points increase in interest rate, with all other variables held constant, would decrease the group’s

profi t before tax by approximately $803,000 (2008: $259,000), arising mainly as a result of higher interest expense on net fl oating rate borrowing position. The analysis is performed on the same basis for fi nancial year ended 30 September 2008.

Market risk The Company and the group are exposed to market risk and risk of impairment in the value of investments held. The Company and the

group manage the risk of impairment by evaluation of investment opportunities, continuously monitoring the performance of investments held and assessing the market risk relevant to the investments.


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34. FINANCIAL RISK MANAGEMENT (continued) Fair values The following methods and assumptions are used to estimate the fair value of each class of fi nancial instruments for which it is practicable

to estimate that value:

(a) Cash and bank deposits, other receivables and other payables The carrying amounts of these balances approximate fair value due to their short term nature.

(b) Trade receivables and trade payables The carrying amounts of trade receivables and trade payables approximate fair value because they are subject to normal trade

credit terms.

(c) Amounts due from/to related companies The carrying values of amounts due from/ to related companies in current assets and current liabilities approximate fair value due

to their short term nature. No disclosure of fair value is made for non-current amounts due from/ to related companies as it is not practicable to determine their fair value with suffi cient reliability since these balances have no fi xed terms of repayment.

(d) Other quoted investments The fair value of the quoted investments is determined by reference to market value.

(e) Unquoted investments The unquoted investments do not have quoted market prices in an active market nor are there other methods readily available

which can reasonably estimate the fair value. It is not practicable to determine the fair value with suffi cient reliability without incurring excessive costs.

(f) Bank borrowings and term loans The carrying values of bank borrowings and fi nance leases approximate fair values as they bear interest rates which approximate

the current incremental borrowing rates for similar types of lending and borrowing arrangements.


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34. FINANCIAL RISK MANAGEMENT (continued) Fair values (continued)

(g) Set out below is a comparison by category of carrying amounts of all the group’s and Company’s fi nancial instruments that are carried in the fi nancial statements:

THE GROUP

Loans and

Receivables($’000)

Fair Values through

Profi t and Loss

($’000)

Available-for-Sale

($’000)

Held-to-Maturity

($’000)

Liabilities at amortised

cost($’000)

Non-fi nancial assets/

liabilities($’000)

Total($’000)

As at 30 September 2009Assets

Fixed assets – – – – – 606,727 606,727Joint venture companies 70 – – – – 279,125 279,195Associated company – – – – – 383 383Other investments 10,342 – 20 509 – – 10,871Intangible assets – – – – – 230,744 230,744Deferred tax assets – – – – – 4,733 4,733Inventories – – – – – 158,123 158,123Trade receivables 160,365 – – – – – 160,365Other receivables 19,119 853 – – – 42,389 62,361Amounts due from joint venture companies 28,424 – – – – – 28,424Amounts due from related companies 5,524 – – – – – 5,524Short term investments 6,188 – – – – – 6,188Bank fi xed deposits 102,572 – – – – – 102,572Cash and bank balances 90,260 – – – – – 90,260

422,864 853 20 509 – 1,322,224 1,746,470

LiabilitiesTrade payables – – – – 227,441 – 227,441Other payables – 2,498 – – 125,358 7,083 134,939Amounts due to joint venture and associated companies – – – – 5,801 – 5,801Amounts due to related companies – – – – 18,396 – 18,396Borrowings – – – – 128,560 – 128,560Provision for taxation – – – – – 56,648 56,648Deferred tax liabilities – – – – – 36,223 36,223Provision for employee benefi ts – – – – – 5,782 5,782

– 2,498 – – 505,556 105,736 613,790


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(g) (continued)

THE GROUP

Loans and


Fair Values through

Profi t and Loss

($’000)

Available-for-Sale

($’000)

Held-to-Maturity

($’000)


cost($’000)



Total($’000)

As at 30 September 2008AssetsFixed assets – – – – – 605,086 605,086Joint venture companies 70 – – – – 290,863 290,933Associated company – – – – – 362 362Other investments 17,518 – 17 481 – – 18,016Intangible assets – – – – – 232,378 232,378Deferred tax assets – – – – – 3,787 3,787Inventories – – – – – 158,115 158,115Trade receivables 160,779 – – – – – 160,779Other receivables 28,925 2,438 – – – 45,555 76,918Amounts due from joint venture companies 14,893 – – – – – 14,893Amounts due from related companies 4,292 – – – – – 4,292Short term investments 6,005 – – – – – 6,005Bank fi xed deposits 95,499 – – – – – 95,499Cash and bank balances 44,724 – – – – – 44,724

372,705 2,438 17 481 – 1,336,146 1,711,787

LiabilitiesTrade payables – – – – 193,408 – 193,408Other payables – 1,270 – – 132,487 8,478 142,235Amounts due to joint venture and associated companies – – – – 7,356 – 7,356Amounts due to related companies – – – – 16,480 – 16,480Borrowings – – – – 210,247 – 210,247Provision for taxation – – – – – 45,545 45,545Deferred tax liabilities – – – – – 34,902 34,902Provision for employee benefi ts – – – – – 6,108 6,108

– 1,270 – – 559,978 95,033 656,281


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(g) (continued)

THE COMPANY

Loans and


Fair Values through

Profi t and Loss

($’000)

Available- for-Sale

($’000)


cost($’000)



Total($’000)

As at 30 September 2009AssetsFixed assets – – – – 1,444 1,444Subsidiary companies – – – (7,630) 737,735 730,105Joint venture companies – – – – 300,878 300,878Other investments – – 14 – – 14Intangible assets – – – – 48 48Other receivables 1,187 149 – – 714 2,050Amounts due from subsidiary companies 55,297 – – – – 55,297Amounts due from joint venture companies 24,199 – – – – 24,199Amounts due from related companies 88 – – – – 88Bank fi xed deposits 29,064 – – – – 29,064Cash and bank balances 11,495 – – – – 11,495

121,330 149 14 (7,630) 1,040,819 1,154,682LiabilitiesOther payables – – – 18,000 2,159 20,159Amounts due to joint venture and associated companies – – – 120 – 120Amounts due to related companies – – – 1,021 – 1,021Provision for taxation – – – – 9,581 9,581

– – – 19,141 11,740 30,881As at 30 September 2008AssetsFixed assets – – – – 1,999 1,999Subsidiary companies – – – (7,630) 717,373 709,743Joint venture companies – – – – 298,677 298,677Other investments – – 14 – – 14Intangible assets – – – – 2,987 2,987Other receivables 1,887 – – – 111 1,998Amounts due from subsidiary companies 50,486 – – – – 50,486Amounts due from joint venture companies 14,882 – – – – 14,882Amounts due from related companies 153 – – – – 153Bank fi xed deposits 5,536 – – – – 5,536Cash and bank balances 1,473 – – – – 1,473

74,417 – 14 (7,630) 1,021,147 1,087,948LiabilitiesOther payables – 146 – 20,683 3,059 23,888Amounts due to subsidiary companies – – – 377 – 377Amounts due to joint venture and associated companies – – – 122 – 122Amounts due to related companies – – – 2,447 – 2,447Borrowings – – – 37,776 – 37,776Provision for taxation – – – – 5,613 5,613

– 146 – 61,405 8,672 70,223


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35. UNUSUAL ITEM As previously announced in September 2003, the former Finance Manager of wholly-owned subsidiary, Asia Pacifi c Breweries (S) Pte

Ltd (“APBS”), Chia Teck Leng (“CTL”), was arrested by the Commercial Affairs Division and subsequently charged in Court and convicted on multiple charges for cheating and using forged documents to obtain and operate unauthorised bank accounts in the name of APBS with CTL as the sole signatory.

In September 2004, four banks, Bayerische Hypo-und Vereinsbank Aktiengesellschaft (“HVB”), Skandinaviska Enskilda Banken (“SEB”), Mizuho Corporate Bank Ltd (“Mizuho”) and Sumitomo Mitsui Banking Corporation (“Sumitomo”), commenced separate actions against APBS. The breakdown of the respective claims by the four banks is as follows:

HVB : US$32,002,333, alternatively in tort, US$30,000,000SEB : US$26,559,372, alternatively in restitution, S$29,468,723Mizuho : US$8,024,046Sumitomo : S$10,323,208

In October 2007, Mizuho and Sumitomo decided not to continue with their respective suits. Mizuho withdrew its action with costs to be

paid to APBS, while Sumitomo’s action was dismissed with costs.

The Court hearing for the remaining suits has ended. In the judgement released on 31 August 2009, the High Court dismissed SEB’s and HVB’s claims in full. However, the court also held that APBS did not have a valid change of position defence in respect of the sum of $347,671 and held that SEB was entitled to judgement in the sum of $347,671 (“SEB Judgement Sum”) together with interest thereon.

SEB and HVB subsequently fi led their notices of appeals against the entire decision.

Drew & Napier LLC has been instructed to defend APBS in each of these appeals.

Our lawyers have advised that APBS has a good case and will continue to vigorously defend the appeals. Consequently, other than the SEB Judgement Sum, no provision in the fi nancial statements is considered necessary.

36. NEW ACCOUNTING STANDARDS AND FRS INTERPRETATIONS Certain new accounting standards and interpretations have been issued as at balance sheet date but are not yet effective. The group’s

assessment of those standards and interpretations that are relevant to the group is as follows:

(a) FRS 1 Presentation of Financial Statements – Revised Presentation (effective for annual periods beginning on or after 1 January 2009) The revised standard separates owners’ and non-owners’ changes in funds. The statement of changes in funds will include only

details of transactions with owners, with all non-owners’ changes in funds presented as a single line. In addition, the standard introduces the statement of comprehensive income. It presents all items of income and expenses either in one single statement or in two linked statements.

The group will apply the revised FRS 1 from 1 October 2009.

(b) FRS 108 Operating Segments (effective for annual periods beginning on or after 1 January 2009) FRS 108 supersedes FRS 14 Segment Reporting and requires the group to report the fi nancial performance of its operating

segments based on the information used internally by management for evaluating segment performance and deciding on allocation of resources.

The group will apply FRS 108 from 1 October 2009 and provide comparative information that conforms to the requirements ofFRS 108. Currently, the group presents segment information in respect of its business and geographical segments.


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36. NEW ACCOUNTING STANDARDS AND FRS INTERPRETATIONS (continued) (c) Revised FRS 23 Borrowing Costs

The revised standard removes the option to recognise immediately as an expense, borrowing costs that are attributable to qualifying assets, and requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset.

The group will apply the revised FRS 23 from 1 October 2009. As the group has been capitalising the relevant borrowings costs, the revised standard is not expected to have any impact to the group.

(d) Revised FRS 103 Business Combinations and Amendments to FRS 27 Consolidated and Separate Financial Statements The revised standards are effective for annual periods beginning on or after 1 July 2009. The revised FRS 103 introduces a number

of changes in the accounting for business combinations occurring after 1 July 2009. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results. The Amendments to FRS 27 require that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as an equity transaction. Therefore, such transactions will no longer give rise to goodwill, nor will they give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments were made to FRS 7 Statement of Cash Flows, FRS 12 Income Taxes, FRS 21 The Effects of Changes in Foreign Exchange Rates, FRS 28 Investments in Associates and FRS 31 Interests in Joint Ventures. The changes from revised FRS 103 and Amendments to FRS 27 will affect future acquisitions or loss of control and transactions with minority interests.

(e) Amendments to FRS 107 Financial Instruments: Disclosure (effective for annual periods beginning on or after 1 January 2009) The amendments to FRS 107 require additional disclosure about fair value measurement and liquidity risk. Fair value measurements

are to be disclosed by source of inputs using a three level hierarchy for each class of fi nancial instrument. In addition, reconciliation between the beginning and ending balance for Level 3 fair value measurements is now required, as well as signifi cant transfers between Level 1 and Level 2 fair value measurements. The amendments also clarify the requirements for liquidity risk disclosures.

The group will apply the revised FRS 107 from 1 October 2009.


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37. CAPITAL MANAGEMENT The primary objective of the group’s capital management is to ensure that it maintains a healthy capital ratio in order to support its

business and maximise shareholder value.

The group monitors its cash fl ow, debt maturity profi le, cost of funds, overall liquidity position and gearing ratio on a continuous basis. The group’s policy is to keep gearing ratio at not more than 100% of total equity.

The gearing ratio is calculated as net borrowings divided by total equity. Net borrowings is calculated as total borrowings less cash and bank deposits. Total equity is calculated as shareholders’ funds plus minority interest.


2009($’000)

2008($’000)

2009($’000)

2008($’000)

Cash and bank deposits 192,832 140,223 40,559 7,009Total borrowings (128,560) (210,247) – (37,776)Net cash/ (borrowings) 64,272 (70,024) 40,559 (30,767)

Shareholders’ funds 1,032,317 957,179 1,123,801 1,017,725Total Equity (including minority interests) 1,132,680 1,055,506 1,123,801 1,017,725

Net borrowings / Shareholders’ funds Net cash 7.3% Net cash 3.0%Net borrowings / Total Equity Net cash 6.6% Net cash 3.0%

The group and the Company are in compliance with all externally imposed capital requirements for the fi nancial years ended 30 September 2009 and 2008.

38. COMPARATIVE FIGURES The following comparative fi gures in the fi nancial statements have been reclassifi ed to be consistent with the current year’s

presentation:


2008As

reclassifi ed($’000)

2008As previously

reported($’000)

2008As

reclassifi ed($’000)

2008As previously

reported($’000)

Balance SheetsOther receivables 46,343 31,274 – –Other payables 139,618 124,549 – –

Profi t StatementsOther income (net) 5,469 9,136 5,822 8,732Operating expenses - Administration (141,169) (144,836) (30,859) (33,769)


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39. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES

Percentage of Equity Held

Principal ActivitiesCountry of Incorporation/Place of BusinessName of Company 2009 2008

SUBSIDIARY COMPANIESHeld by the Parent Company

Asia Pacifi c Breweries (Singapore) Pte Ltd 1 100.0 100.0 Brewing and distribution of beer and stout

Singapore

Tiger Export Pte Ltd 1 100.0 100.0 Export of beer and stout Singapore

Archipelago Brewery Co. (1941) Pte Ltd 1 100.0 100.0 Dormant Singapore

Asia Pacifi c Breweries (India) Private Limited 2 100.0 100.0 Dormant India

Tiger Marketing Pte Ltd 1 100.0 100.0 Investment holding Singapore

South Pacifi c Brewery Limited 4 75.8 75.8 Brewing and distribution of beer Papua New Guinea

DB Breweries Limited 1 100.0 100.0 Investment holding and brewing and distribution of beer

New Zealand

Cambodia Brewery Ltd 3 80.0 80.0 Brewing and distribution of beer Cambodia

Asia Pacifi c Brewery (Hanoi) Limited 1

(Formerly known as Hatay Brewery Limited)100.0 100.0 Brewing and distribution of beer Vietnam

Vietnam Brewery Limited 1 60.0 60.0 Brewing and distribution of beer Vietnam

Asia Pacifi c Brewery (Lanka) Limited 1 60.0 60.0 Brewing and distribution of beer Sri Lanka

Beer and Beverages International Ltd 1 100.0 100.0 Distribution of beer Vietnam

Asia Pacifi c Breweries (Aurangabad) Private Limited 1

100.0 100.0 Brewing and distribution of beer India

MCS – Asia Pacifi c Brewery LLC 1 55.0 55.0 Brewing and distribution of beer Mongolia

Asia Pacifi c Breweries (Australia) Pty Ltd 1 100.0 100.0 Investment holding Australia

Asia Pacifi c Breweries-Pearl Private Limited 1 100.0 67.0 Brewing and distribution of beer India

Lao Asia Pacifi c Breweries Limited 1 68.0 68.0 Brewing and distribution of beer Laos

Notes:1 Audited by Ernst and Young in the respective countries2 Audited by Sushmita Chowdhury & Co.3 Audited by PricewaterhouseCoopers in the respective countries4 Audited by Deloitte Touche Tohmatsu in the respective countries5 Not required to be audited in the country of incorporation6 Audited by Bullimores UK7 Audited by KPMG in the respective countries8 Voluntarily wound up9 Not required to be audited under the laws of the country of incorporation


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39. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (continued)


Principal ActivitiesName of Company 2009 2008

OTHER SUBSIDIARY COMPANIESHeld by Subsidiary Company

Country of incorporation & place of business: USATiger Beer USA Inc. 5 100.0 100.0 Distribution of beer

Country of incorporation & place of business: UKTiger Beer UK Ltd 6 100.0 100.0 Distribution of beer and stout

Country of incorporation & place of business: New ZealandDB Nominees Limited 1 100.0 100.0 Trustee companyDB South Island Brewery Limited 1 55.0 55.0 Brewing and distribution of beerTrinity Hospitality Company Limited 1 60.0 – Investment holding companySale Street Brewery Co Limited 9 60.0 60.0 DormantMonteith’s Brewing Company Limited 9 100.0 100.0 DormantRobbie Burns Limited 9 100.0 100.0 DormantTui Brewery Limited 9 100.0 100.0 DormantBlack Dog Brewery Limited 9 100.0 100.0 DormantMainland Brewery Limited 9 100.0 100.0 DormantWaitemata Brewery Limited 9 100.0 100.0 DormantDrinkworks Limited 9 100.0 100.0 DormantAmstel Brouwerij Importers Ltd 9 100.0 100.0 DormantKustenbrau Breweries Limited 9 100.0 100.0 Dormant Barworks Group Limited 1 60.0 60.0 On-premise managementBarworks Holdings Limited 1 60.0 60.0 Investment holding companyBOF Limited 1 45.0 45.0 Distribution of beerPortumna Limited 1 60.0 60.0 Distribution of beerBarneydale Limited 1 60.0 60.0 Distribution of beerStudio 25 Limited 1 45.0 45.0 Distribution of beerClifford Pubs Limited 1 45.0 45.0 Distribution of beerGeorge Corporation Limited 1 45.0 45.0 Distribution of beerTarmon Limited 1 45.0 45.0 Distribution of beerRiccarton Hospitality 2007 Limited 1 60.0 – Distribution of beerHurstmere Pubs Limited 1 60.0 – Distribution of beerGaults On Quay (2009) Limited 1 60.0 – Investment holding companyGaults On Quay Limited 1 60.0 – Distribution of beerMarket St Holdings Limited 1 45.0 – Distribution of beerTemperance Hospitality Company Limited 1 60.0 – Distribution of beer

Country of incorporation & place of business: AustraliaFBG Vietnam Holdings Pty Ltd 1 100.0 100.0 Investment holdingDBG (Australia) Pty Limited 1 100.0 100.0 Distribution of beer



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39. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (continued)


Principal ActivitiesName of Company 2009 2008

OTHER SUBSIDIARY COMPANIESHeld by Subsidiary Company

Country of incorporation & place of business: VietnamVietnam Beer and Beverage Limited 1 60.0 60.0 Distribution of beerVBL Da Nang Limited 1 60.0 60.0 Brewing of beerVBL Tien Giang Limited 1 60.0 60.0 Brewing of beerVBL (Quang Nam) Limited 1 48.0 48.0 Brewing and distribution of beer

Country of incorporation & place of business: CanadaTiger Canada Inc. 8 – 100.0 Investment holding

JOINT VENTURE COMPANIESHeld by the Parent Company

Country of incorporation & place of business: SingaporeGAPL Pte Ltd 7

(Financial year ends on 30 June)50.0 50.0 Investment holding and

distribution of beerHeineken-APB (China) Pte Ltd 1 50.0 50.0 Investment holding

Country of incorporation & place of business: Thailand Thai Asia Pacifi c Brewery Co Ltd 7 36.8 35.0 Brewing and distribution of beer

Held by Subsidiary Company

Country of incorporation & place of business: ThailandThai Asia Pacifi c Trading Co Ltd 7 36.8 35.0 Distribution of beer

ASSOCIATED COMPANYHeld by Subsidiary Company

Country of incorporation & place of business: New ZealandThe Associated Bottlers Company Ltd 1 50.0 50.0 Hire of returnable beer bottles




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Shareholding Statisticsas at 4 December 2009

TWENTY LARGEST SHAREHOLDERS (as shown in the Register of Members)

No. Shareholder’s Name Number of Shares %

1 Asia Pacifi c Investment Pte Ltd 167,333,732 64.812 Heineken International B.V. 24,513,560 9.493 Fraser and Neave, Limited 18,753,887 7.264 Great Eastern Life Assurance Co Ltd – Participating Fund 8,764,005 3.395 Oversea Chinese Bank Nominees Pte Ltd 8,660,634 3.356 Aranda Investments Pte Ltd 3,600,000 1.397 DBS Nominees Pte Ltd 2,353,819 0.918 The Overseas Assurance Corporation Ltd 2,316,159 0.909 HSBC (Singapore) Nominees Pte Ltd 1,657,158 0.6410 Citibank Nominees Singapore Pte Ltd 1,312,649 0.5111 Lee Foundation 1,129,192 0.4412 United Overseas Bank Nominees Pte Ltd 768,419 0.3013 The Great Eastern Trust Private Limited 709,674 0.2714 Thia Cheng Song 550,000 0.2115 Yeo Kok Seng 527,000 0.2016 Selat Pte Limited 411,466 0.1617 Yeo Wei Yan 341,000 0.1318 Yeo Wei Ferng (Yang Weifeng) 250,000 0.1019 Phay Thong Huat Pte Ltd 230,000 0.0920 Chong Kah Min 214,124 0.08

244,396,478 94.63

Size of Holding Number of Shareholders %

Number of Shares %

1 - 999 176 10.16 56,196 0.021,000 - 10,000 1,264 72.94 3,989,208 1.5510,001-1,000,000 282 16.27 13,740,575 5.321,000,001 and above 11 0.63 240,394,795 93.11

1,733 100.00 258,180,774 100.00

Substantial Shareholders (as shown in the Register of Substantial Shareholders)

Direct Interest(Number of shares)

Deemed Interest(Number of shares)

Asia Pacifi c Investment Pte Ltd 167,333,732 –Heineken International B.V. 24,513,560 167,333,732Fraser and Neave, Limited 18,753,887 167,333,732Oversea-Chinese Banking Corporation Limited 7,810,842 12,648,630

Based on the Register of Substantial Shareholders, the percentage of shareholding of the Company held in the hands of the public is more than 10 percent, and this complies with Rule 723 of the Listing Manual.

Note:* ‘Substantial Shareholders’ are those shareholders who own at least 5% of the equity of the company.* ‘Deemed Interest’ in shares arise, for example, when a person (including a company) owns at least 20% of another company which in turn owns shares in Asia Pacifi c Breweries

Limited. The person is “deemed” to have an interest in the Asia Pacifi c Breweries Limited shares owned by that other company. It is, therefore, possible for several persons to be deemed interested in the same shares.

This note is merely illustrative. For a full understanding of the scope of the regulations, it is necessary to refer to the Singapore Companies Act.


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Particulars of Group Properties

The properties included in land and buildings (Note 13 to the Notes to the Financial Statements) at 30 September 2009 and their book values are indicated below:

Land ($’000)

Buildings ($’000)

FREEHOLD

Mongolia 5 hectares industrial property at 10th Khoroo, Bayanzurkh District, Ulaanbaatar City, Mongolia – 6,535

New Zealand17.4 hectares industrial property for Waitemata Brewery at Auckland 6,839 36,422 9.1 hectares industrial property for Mainland Brewery - Timaru 326 2,986

10.8 hectares industrial property for Tui Brewery - Pahiatua 595 1,848

Sri Lanka 0.4 hectares industrial property at Millawa Land 21 –

Laos 0.1 hectares industrial property at Mini Tavern, Unit 03, House No. 056, 5/77 Phonthan Road,

Ban Saphanthong Nue, Sisathanak District, Vientiane, Lao PDR – 12

India 27.5 hectares industrial property at Sangareddy Mandal, Badlapur Village, Medak District 1,969 5,729

Total freehold 9,750 53,532

LEASEHOLD

Singapore 8.8 hectares industrial property at Jurong (Lease expires year 2046) – 34,843

Papua New Guinea 2.2 hectares industrial property at Port Moresby (Lease expires year 2067) 1,149 7,8377.7 hectares industrial property at Lae and Goroka (Lease expires year 2057/2067) 557 1,045 1.0 hectare residential properties (Lease expires year 2057/2071) 226 186

Vietnam 13.0 hectares industrial property at Ho Chi Minh City (Lease expires year 2021) 2,730 14,153 30.0 hectares industrial property at Van Tao Village - Hatay Province (Lease expires year 2046) – 15,826 5.1 hectares industrial property - Tien Giang Province (Lease expires year 2022) – 1,6617.7 hectares industrial property - Danang City (Lease expires year 2044) – 2,244 3.0 hectares industrial property - Quang Nam (Lease expires year 2046) – 604

Sri Lanka2.3 hectares industrial property at Mawathagama (Lease expires year 2027) 72 723

Cambodia 11.3 hectares industrial property at Kandal Province (Land rights expire year 2065) – 12,670

India 7.0 hectares industrial property at Waluj, Aurangabad, Maharashtra (Lease expires year 2083) 255 3,385

Laos 13.0 hectares industrial property at Veunkham Road, B. Nongno, Xaythany District, Vientiane, Lao PDR

(Lease expires year 2056) 2,628 15,846

Total Leasehold 7,617 111,023

TOTAL 17,367 164,555


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Interested Person Transactions

Particulars of interested person transactions for the period 1 October 2008 to 30 September 2009 as required under Rule 907 of the SGXListing Manual.

Name of interested person

Aggregate value of all interested person transactions

(excluding transactions less than $100,000 and transactions conducted under shareholders’

mandate pursuant to Rule 920)

Aggregate value of all interested person transactions conducted under shareholders’

mandate pursuant to Rule 920 (excluding transactions less

than $100,000)

Heineken Group of Companies (“Heineken”) 7,092,710# 48,162,161* Fraser & Neave Limited (“F&NL”) 1,426,392 12,647,059*Fraser & Neave Holdings Berhad 0 25,708,922

Notes:# This relates mainly to royalties paid/payable to Heineken for two trademark licence agreements entered into in 2004, set out in the Circular to the Shareholders dated 9 February

2004, and approved by the shareholders on 27 February 2004.* Value of Interested Person Transactions amounting to $12,647,059 each for both Heineken and F&NL are in respect of transaction between Heineken-APB (China) Pte Ltd as the

interested person, and the Asia Pacifi c Breweries Limited Group as the entity at risk. The full value of the transaction has been aggregated in each interested person group of Heineken and F&NL.


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Notice of Annual General Meeting

Asia Pacifi c Breweries Limited(Company Registration No. 193100007K)(Incorporated in Singapore)

DATE : Friday 22 January 2010PLACE : Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958

NOTICE IS HEREBY GIVEN that the 76th Annual General Meeting of ASIA PACIFIC BREWERIES LIMITED will be held at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on Friday 22 January 2010 at 10.00 a.m. for the following purposes:-

ROUTINE BUSINESS1. To receive and adopt the report of the directors and audited fi nancial statements for the year ended 30 September 2009.2. To approve a fi nal tax-exempt (one-tier) dividend of 18 cents per share in respect of the year ended 30 September 2009.3. To pass the following resolutions on recommendation of the Nominating Committee and endorsement of the Board of Directors in

respect of appointments of Directors:-

(a) “That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Goh Yong Hong be and is hereby re-appointed as a Director of the Company to hold such offi ce from the date of this Annual General Meeting until the next Annual General Meeting of the Company.”

Subject to his re-appointment, Mr Goh, who is considered an independent director, will be re-appointed as Chairman of the Nominating Committee and a Member of the Audit and Remuneration Committees.

(b) “That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Lee Yong Siang be and is hereby re-appointed as a Director of the Company to hold such offi ce from the date of this Annual General Meeting until the next Annual General Meeting of the Company.”

Subject to his re-appointment, Mr Lee, who is considered an independent director, will be re-appointed as Chairman of the Audit and Remuneration Committees and a Member of the Nominating Committee.

(c) “That Mr Siep Hiemstra, who retires by rotation, be and is hereby re-appointed as a Director of the Company.”

Subject to his re-appointment, Mr Hiemstra, who is considered a non-independent director, will be re-appointed as a Member of the Executive Committee and appointed a Member of the Nominating Committee.

4. To approve directors’ fees of $469,000 payable by the Company for the year ending 30 September 2010 (last year: $469,000).

5. To re-appoint auditors for the ensuing year and authorise the directors to fi x their remuneration.


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Notice of Annual General Meeting

SPECIAL BUSINESSTo consider and, if thought fi t, to pass the following Resolution which will be proposed as an Ordinary Resolution, with or without any modifi cation:-

6. “ That approval be and is hereby given to the Directors of the Company to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the Asia Pacifi c Breweries Limited Executives’ Share Option Scheme.”

OTHER BUSINESS7. To transact any other business which may properly be brought forward.

By Order of the BoardANTHONY CHEONG FOOK SENGCompany Secretary

Singapore, 29 December 2009

A member of the Company entitled to attend the meeting and vote is entitled to appoint not more than two proxies to attend and vote instead of him; a proxy need not be a member of the Company. Where a member of the Company appoints more than one proxy, he shall specify the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy or proxies (a form is enclosed) must be deposited with the Company Secretary at the registered offi ce not less than 48 hours before the time appointed for holding the meeting.

STATEMENT PURSUANT TO ARTICLE 60 OF THE COMPANY’S ARTICLES OF ASSOCIATIONOrdinary Resolution No. 6 is to authorise the Directors of the Company to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the Asia Pacifi c Breweries Ltd Executives’ Share Option Scheme.


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Proxy Form– ANNUAL GENERAL MEETING

ASIA PACIFIC BREWERIES LIMITED(Company Registration No. 193100007K)(Incorporated in Singapore)

Important:1. For investors who have used their CPF monies to buy Asia Pacifi c

Breweries Limited shares, this Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used, or purported to be used, by them.

3. CPF investors who wish to attend the Annual General Meeting as OBSERVERS have to submit their requests through their respective Agent Banks so that their Agent Banks may register, in the required format, with the Company Secretary, Asia Pacifi c Breweries Limited. (Agent Banks: please see note No. 9 on required format.)

I/We of being a member/members of ASIA PACIFIC BREWERIES LIMITED (the “Company”) hereby appoint Simon Israel, whom failing Goh Yong Hong, whom failing D R Hazelwood, whom failing Siep Hiemstra, whom failing Koh Poh Tiong, whom failing Lee Yong Siang, whom failing Roland Pirmez, each being a Director of the Company or (note 2)

Name Address NRIC/Passport Number Proportion of Shareholdings(Note 3)

and/or (delete as appropriate)

as my/our proxy/proxies to attend and to vote for me/us and on my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting of the Company to be held at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on Friday 22 January 2010 at 10.00 a.m. and at any adjournment thereof. The proxy/proxies is/are to vote on the business before the meeting as indicated below (if no indication is given, the proxy/proxies may vote or abstain from voting at his/their discretion, as he/they may on any other matter arising at the meeting).

(Please indicate with an “X” in the spaces provided, whether you wish your vote(s) to be cast for or against the Resolutions as set out in the Notice of Annual General Meeting.)

No. Resolutions relating to:- For Against

Routine Business

1. To receive and adopt the report of the directors and audited fi nancial statements for the year ended 30 September 2009.

2. To approve a fi nal tax-exempt (one-tier) dividend of 18 cents per share in respect of the year ended 30 September 2009.

3. (a) To re-appoint director: Mr Goh Yong Hong

(b) To re-appoint director: Mr Lee Yong Siang

(c) To re-appoint director: Mr Siep Hiemstra

4. To approve directors’ fees of $469,000 payable by the Company for the year ending 30 September 2010.

5. To re-appoint auditors for the ensuing year and authorise the directors to fi x their remuneration.

Special Business

6. To authorise Directors to allot and issue shares pursuant to the Asia Pacifi c Breweries Limited Executives’ Share Option Scheme.

Other

7. To transact any other business which may properly be brought forward.

Dated this day of 2010

Signature/Common Seal of Member(s)

IMPORTANT – PLEASE READ NOTES OVERLEAF

Total Number of shares held

(Note 5)

fold here

fold here

THE COMPANY SECRETARYASIA PACIFIC BREWERIES LIMITED

#21-00 Alexandra Point438 Alexandra RoadSingapore 119958

Affi xPostageStamp

Notes to Proxy Form:1. A member of the Company entitled to attend the meeting and vote is entitled to appoint one or two proxies to attend and vote instead

of him; a proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited with the Company Secretary at the registered offi ce at 438 Alexandra Road #21-00 Alexandra Point Singapore 119958, not less than 48 hours before the time appointed for holding the meeting.

2. If any other proxy is preferred, the member should strike out the names of the Directors mentioned and add the name and address of the proxy desired in the spaces provided on the form.

3. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifi es the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.

4. Completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under this instrument of proxy, to the meeting.

5. If the member has shares entered against his name in the Depository Register (as defi ned in Section 130A of the Companies Act, Cap.50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the number of shares entered against his name in the Depository Register and registered in his name in the Register of Members. If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised offi cer.

7. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

8. The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed on and/or attached to the Proxy Form. In addition, in the case of a member whose shares are entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.

9. Agent Banks acting on the request of CPF Investors who wish to attend the meeting as Observers are required to submit in writing, a list with details of the investors’ name, NRIC/Passport numbers, addresses and numbers of shares held. The list, signed by an authorised signatory of the Agent Bank, should reach the Company Secretary, at the registered offi ce of the Company not later than 48 hours before the time appointed for holding the meeting.

ASIA PACIFIC BREWERIES (SINGAPORE) PTE LTD459 Jalan Ahmad IbrahimSingapore 639934

ASIA PACIFIC BREWERIES (LANKA) LIMITEDDenver Estate, Kandy Road,Mawathegama, Kurunegala,Sri Lanka

ASIA PACIFIC BREWERIES (AURANGABAD) PRIVATE LIMITEDPlot Nos. H-8 to H-11, Part H3 MIDC Industrial Area, WalujAurangabad - 431 136, (Maharashtra)India

ASIA PACIFIC BREWERIES-PEARL PRIVATE LIMITED(Sangareddy Brewery)Survey Nos: 294/1, 294/2, APIIC Park. Kothlapur (Village), Sangareddy (Mandal)MEDAK (Dt), A.P 502295India

CAMBODIA BREWERY LTDVillage Robos Angkagne,Commune Prek Eng District Kien Svay, Kandal ProvinceCambodia

DB BREWERIES LIMITEDWaitemata Brewery1 Bairds RoadOtahuhu, Manukau 2025 New Zealand

Tui Brewery State Highway 2 Mangatainoka, PahiatuaNew Zealand Mainland BrewerySheff ield StreetWashdyke, Timaru 7910New Zealand

Monteith’s Brewing CompanyCrn Turumaha & Herbert StreetsGreymouth 7805New Zealand

Overseas Off ice:Drinkworks LimitedSuite 2106, Level 21Westf ield Tower 2, Bondi Junction, NSW 2024Sydney, Australia

GUINNESS ANCHOR BERHADSungei Way Brewery9th Mile, Old Klang Road46,000 Petaling JayaSelangor, Malaysia

ASIA PACIFIC BREWERY (HANOI) LIMITEDKm 15+500, Road 427Van Tao Commune, Thuong Tin DistrictHanoi, Vietnam

LAO ASIA PACIFIC BREWERIES LIMITEDUnit 03, House No 056, 5/77 Phonthan Road, Ban Saphanthong Nue, Sisattanak District, Vientiane, Lao PDR, P.O. Box 3718

MCS-ASIA PACIFIC BREWERY LLCMCS Tiger Brewery, 10th khoroo, Bayanzurkh District,Ulaanbaatar City, Mongolia

SOUTH PACIFIC BREWERY LIMITEDSec 29, Lot 29Aircorps Road, LaePO Box 168, LaeMorobe ProvincePapua New Guinea

Section 52 Allotment 88 Spring Garden Road, GordonsPO Box 6550, BorokoNational Capital DistrictPapua New Guinea

THAI ASIA PACIFIC BREWERY CO. LTD111 Moo 2, Bangbuathong – Suphanburi RoadTambol Saiyai, Amphur SainoiNonthaburi 11150, Thailand

VIETNAM BREWERY LIMITED170 Le Van Khuong Street, Thoi An ward, District 12, Ho Chi Minh City, Vietnam

VBL DA NANG LIMITEDHoa Khanh Industrial Zone, Lien Chieu District, Danang City, Vietnam

VBL TIEN GIANG LIMITEDMy Tho Industrial Zone, Trung An Hamlet, My Tho City, Tien Giang Province, Vietnam

VBL QUANG NAM LIMITEDDien Nam, Dien Ngoc Industrial ZoneDien Ban District – Quang Nam ProvinceVietnam

HEINEKEN-APB (CHINA) MANAGEMENT SERVICES CO., LTD379 Hong Mei Road (S) Shanghai 200237People’s Republic of China

HAINAN ASIA PACIFIC BREWERY COMPANY LTDNo. 8, Ye Hai Avenue,Jinpan Industrial District,Haikou City, 570206Hainan Province, People’s Republic of China

HEINEKEN TRADING (SHANGHAI) CO. LTD379 Hong Mei Road (S) Shanghai 200237People’s Republic of China

JIANGSU DAFUHAO BREWERIES CO., LTDJiangsu DFH Breweries Co., Ltd.39# Dongshi Street, Tongzhou, JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Nantong) Co., Ltd.53# Hedong Bei Road,Tangzha, Nantong,JiangsuPeople’s Republic of China

DFH Yancheng Brewery Co., Ltd.18# Nanxiang Road,Dafeng, Yancheng,JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Qidong) Co., Ltd.339# Henan Zhong Road, Qidong,JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Wujiang) Co., Ltd.12# Jiangtong Dong Road, Lili Town, JiangsuPeople’s Republic of China

KINGWAY BREWERY HOLDINGS LIMITEDShenzhen Kingway Brewery Co., Ltd.No.1 Dongchang Road, Luo’hu,Shenzhen, GuangDong Province,People’s Republic of China

Shenzhen Kingway Brewing Co., Ltd.No.1 Chuangye Road, Bao’an,Shenzhen, GuangDong Province,People’s Republic of China Kingway Brewery (Shantou) Co., Ltd.108 Cao Shan Road,Jinping Industrial Park,Shantou, GuangDong Province,People’s Republic of China

Kingway Brewery (Dongguan) Co., Ltd.North District, Songshan Lake Industrial Park, Dongguan, GuangDong Province,People’s Republic of China

Kingway Brewery (Tianjin) Co., Ltd.No. 99 Huan He Xi Road,Logistics & Processing District of Airport, TianjinPeople’s Republic of China

Kingway Brewery (Xi’an) Co., Ltd.No.12 Feng Cheng Road,Xi’an Economy & Technology Development Zone,Xi’an, CPC, ShanXi Province,People’s Republic of China

Kingway Brewery Group (Chengdu) Co., Ltd.No. 99 Airport Road, High-tech Zones, Chengdu City, Sichuan ProvincePeople’s Republic of China Kingway Brewery (Foshan) Co., Ltd.North of the San Shan West Bridge, San Shan Logistics Park of PingZhou,NanHai District, FoShan,GuangDong ProvincePeople’s Republic of China

SHANGHAI ASIA PACIFIC BREWERY CO. LTD379 Hong Mei Road (S)Shanghai 200237People’s Republic of China

TIGER EXPORT PTE LTD459 Jalan Ahmad IbrahimSingapore 639934

All rights reserved. Some of the information in this report constitute ‘forward looking statements’ which refl ect Asia Pacifi c Breweries’ current intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which may be outside Asia Pacifi c Breweries’ control. You are urged to view all forward looking statements with caution. No information herein should be reproduced without the expressed written permission of Asia Pacifi c Breweries Limited. All information herein is correct at the time of publication. For updated information, please refer to www.apb.com.sg

strategic communicator and visual creatorgreymatter williams and phoa (asia)

438 Alexandra Road#16-01 Alexandra PointSingapore 119958Tel: (65) 6276 3488Fax: (65) 6276 4287

www.apb.com.sgwww.tigerbeer.com

Company Registration No.: 193100007K(Incorporated in the Republic of Singapore)

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