staying - index - singapore press holdings · it has a 20 per cent stake in mediacorp tv holdings...

stayingsummary report 2012

corporate profile

contentsGroup at a Glance 02

Group Financial Highlights 03

Chairman’s Statement 04

Board of Directors 08

Further Information on Board of Directors 12

CEO’s Overview of Group Operations 16

Organisation Structure 26

Corporate Information 27

Investor Relations 28

Investor Reference 30

Summary Financial Statement 32

Options and Awards 46

Shareholding Statistics 47

Notice of Annual General Meeting 49

Proxy Form

Request Form

Singapore Press Holdings (SPH) is Southeast Asia’s leading media organisation, engaging minds and enriching lives across multiple languages and platforms.

We publish 18 newspaper titles in four languages and more than 100 periodicals. Every day, 2.92 million individuals, or 74 per cent of people above 15 years old, read one of our publications.

The online editions of our main newspapers enjoy over 270 million page views with 18 million unique visitors every month.

Our success is built on the long history and rich heritage of our two flagship newspapers – The Straits Times, the English-language daily and Lianhe Zaobao, the Chinese-language daily. The other two dailies, Berita Harian and Tamil Murasu, remain the staple for the Malay-speaking and Tamil-speaking communities respectively. These four major newspapers, together with The New Paper and The Business Times, also provide online news to SPH’s Internet portal, AsiaOne.

SPH also launched The Straits Times’ iPad and enhanced iPhone applications, an Android smartphone application and The Business Times’ iPhone application. SPH’s Chinese flagship newspaper Lianhe Zaobao has also launched its digital editions which include a web application, as well as online and PDF versions.

Apart from AsiaOne, SPH’s online and new media initiatives include ST701, the leading online marketplace for jobs (STJobs), property (STProperty), cars (STCars) and general classifieds (STClassifieds); Stomp (Straits Times Online Mobile Print), a portal that connects, engages and interacts with readers on the Web and via mobile phone messaging; omy.sg, a bilingual news and interactive portal and The Straits Times RazorTV, a free access interactive webcast service offering live chat shows and video-on-demand clips.

We also operate three popular radio channels, HOT FM91.3 and Kiss92 in English and UFM 100.3 in Mandarin, under an 80 per cent-owned joint venture company, SPH UnionWorks, with NTUC Media.

SPH has a 20 per cent stake in MediaCorp TV Holdings Pte Ltd, which operates free-to-air channels 5, 8, and Channel U, and a 40 per cent stake in MediaCorp Press Ltd, which publishes the free newspaper, Today.

SPH’s event arm, Sphere Exhibits, organises innovative consumer and trade events and exhibitions as well as large scale conferences in Singapore and the region. SPH’s digital Out-of-Home platform SPH MediaBoxOffice comprises a network of large outdoor LED billboards at strategic locations (e.g. Raffles Place, Orchard Road, etc.) and indoor screens across shopping centres and banks island-wide. It also operates large format billboards, banners and other static media platforms.

The Straits Times Press, SPH’s book-publishing arm, as well as Focus Publishing, produce quality books and periodicals in English and Chinese.

On the property front, SPH owns and manages Paragon, the prime retail and office complex in the heart of Orchard Road, as well as The Clementi Mall. Its latest retail mall, The Seletar Mall, is expected to open in 2014. SPH’s wholly owned subsidiary, Times Development Pte Ltd, also developed a 43-storey upmarket residential condominium, Sky@eleven, at Thomson Road.

As an industry leader, SPH is an active corporate citizen and supports various causes including education, arts and culture, nature and conservation, sports, charity and community. It has won many awards and accolades for its extensive corporate social responsibility efforts.

More information can be found on www.sph.com.sg

01 02 03

Dr Lee Boon Yang was elected as Chairman of Singapore Press Holdings. He was also appointed Chairman of SPH Foundation.

SPH Magazines acquired The Singapore Women’s Weekly; CLEO in Singapore, Malaysia and Indonesia; The Finder in Singapore and Malaysia and Harper’s BAZAAR and Cosmopolitan in Singapore and Malaysia to further stake its position as the region’s Publisher of Choice.

The Straits Times, Lianhe Zaobao and The Business Times boosted their digital presence through tablet, smartphone and web-based apps.

07 08

SPH, a dominant player in print Classifieds, launched its revamped job site called STJobs for job seekers and employers and STProperty for property buyers and realtors. STCars and STClassifieds will be launched later this year.

Kiss92 became Singapore’s newest radio station after 20 years – and the first English radio station targeted at women in the 30-50 years age group. Together with UFM 100.3 and HOT FM91.3, the radio stations will engage listeners from all walks of life throughout the day.

04 05 06

The Straits Times and Lianhe Zaobao unveiled new mastheads and changes in their editorial staffing and content.

SPH became the first Singapore company to receive the Distinguished Patron of the Arts award for the 20th consecutive year, in recognition of its support for the local arts scene.

SPH will build its third retail mall – The Seletar Mall – located at north-eastern Singapore. It is expected to be ready in 2014.

staying aheadin 2012

group ata glance

SPH’s online editions of its key newspapers enjoy over 270 million page views with 18 million unique visitors every month. SPH has also expanded into other new media initiatives such as ST701, the leading online marketplace for jobs (STJobs), property (STProperty), cars (STCars) and general classifieds (STClassifieds); Stomp (Straits Times Online Mobile Print), a portal that connects, engages and interacts with readers on the Web and via mobile phone messaging; omy.sg, a bilingual news and interactive portal and The Straits Times RazorTV, a free access interactive webcast service offering live chat shows and video on demand clips.

SPH also launched The Straits Times’ iPad and enhanced iPhone applications, an Android smartphone application and The Business Times’ iPhone application. SPH’s Chinese flagship newspaper Lianhe Zaobao has also launched its digital platforms which include a web application, as well as online and PDF versions.

INTERNET AND NEW MEDIA

The Straits Times Press, SPH’s book-publishing arm, as well as Focus Publishing, produce quality books and periodicals in English and Chinese. Notable books published by The Straits Times Press include “Lee Kuan Yew: Hard Truths to Keep Singapore Going” and “My Lifelong Challenge: Singapore’s Bilingual Journey”. Focus Publishing has published a wide range of periodicals and magazines, including the best-selling Health No.1, Wellness No.1 and UW.

BOOK PUBLISHING

SPH’s event arm, Sphere Exhibits, organises innovative consumer and trade events and exhibitions as well as large scale conferences in Singapore and the region. SPH’s digital Out-of-Home platform SPH MediaBoxOffice comprises a network of large outdoor LED billboards at strategic locations (e.g. Raffles Place, Orchard Road, etc.) and indoor screens across shopping centres and banks island-wide. It also operates large format billboards, banners and other static media platforms.

EVENTS AND OUTDOOR MEDIA

SPH operates three popular radio channels, HOT FM91.3 and Kiss92 in English and UFM 100.3 in Mandarin, under an 80 per cent-owned joint venture company, SPH UnionWorks, with NTUC Media. It has a 20 per cent stake in MediaCorp TV Holdings Pte Ltd, which operates free-to-air channels 5, 8, and Channel U, and a 40 per cent stake in MediaCorp Press Ltd, which publishes the free newspaper, Today.

BROADCASTING

SPH owns and manages Paragon, the prime retail and office complex in the heart of Orchard Road, Singapore’s main shopping belt. It houses some of the world’s leading luxury brands. Its second mall – The Clementi Mall – opened in May 2011 with 100 per cent occupancy. The Seletar Mall is its latest retail development and is expected to open in 2014. SPH’s wholly-owned subsidiary, Times Development Pte Ltd, also developed a 43-storey upmarket residential condominium, Sky@eleven, at Thomson Road.

PROPERTIES

SPH Magazines publishes over 100 magazine titles in Singapore and the region, covering a broad range of interests from fashion, bridal, society, automobiles, parenting, décor and information technology. It also provides custom publishing services covering lifestyle magazines and newsletters. It strives to bring its titles to regional markets and affirm its position as the Publisher of Choice in the region. It also owns popular portals like www.hardwarezone.com, and herworldPLUS.

MAGAZINES

With print as its core business, SPH publishes 18 newspaper titles in four languages. Every day, 2.92 million individuals or 74 per cent of people above 15 years old, read one of SPH’s news publications. With more than 1,000 journalists, including correspondents operating in about 20 cities around the world, SPH is well-equipped with the talent and network to deliver quality news and information that covers both domestic and international markets.

NEWSPAPERS

02

Singapore Press Holdings summary report 2012 03

group financialhighlightsfor the financial year ended August 31, 2012

2012 2011 Change S$’000 S$’000 %

Operating revenue 1,272,913 1,250,972 1.8

Operating profit# 410,242 409,038 0.3Profit before taxation 441,660 456,682 (3.3)Profit after taxation 369,358 383,751 (3.8) Non-controlling interests (3,816) 4,824 NM Profit attributable to shareholders 365,542 388,575 (5.9)

Shareholders’ interests 2,242,346 2,232,005 0.5Total assets 4,057,245 3,888,774 4.3Total liabilities 1,732,183 1,582,185 9.5 Non-controlling interests 82,716 74,584 10.9 Dividends declared for the financial year 386,787 386,174 0.2

Profitability ratios % % % points

Operating margin^ 32.2 32.7 (0.5) Return on operating revenue 28.7 31.1 (2.4)Return on shareholders’ funds 16.3 17.4 (1.1)

Per share data %

Net assets (S$) 1.39 1.39 0.0Profit attributable to shareholders (S$) 0.23 0.24 (4.2)Dividends declared for the financial year (cents)## 24 24 0.0Dividend cover for the financial year (times) 1.0 1.0 0.0

Value added S$ S$ %

Per employee 217,140 223,802 (3.0)Per $ employment costs 2.47 2.54 (2.8)Per $ investment in property, plant and equipment (before depreciation) 0.91 0.89 2.2Per $ operating revenue 0.72 0.73 (1.4)

# This represents the recurring earnings of the media and property businesses.^ Computed based on recurring earnings.## Dividends for both FY 2012 and FY 2011 are tax-exempt (one-tier). The proposed dividend of 17 cents per share, comprising a final dividend of 9 cents per share and a special dividend of 8 cents per share, is subject to approval by shareholders at the Annual General Meeting on November 30, 2012.

NM Not Meaningful

chairman’sstatement

The past year was a year of uncertainty and volatility in the global market. The Euro zone crisis, the weak US recovery and the slowing growth in China cast a pall over global economic performance. Singapore, like many other countries, suffered poorer growth as a result of the problems facing our major export markets and trading partners.

Singapore Press Holdings’ performance could not remain unaffected by these macro-trends. However, with the collective strengths of the SPH Board, management and staff and the support of all stakeholders, I am happy to report that the SPH Group has turned in a creditable performance under these trying circumstances in Financial Year 2011/2012. Group operating revenue grew by 1.8 per cent to $1.3 billion compared to the previous year. Group recurring earnings of $410.2 million was also slightly higher by $1.2 million compared to last year. Though there were lower profits from the newspaper and magazine segment, rental income from our property business rose, and there was increased contribution from the exhibitions sector. However, our investment income fell victim to market volatility and dropped by $17.8 million to $32.6 million. As such, net profit attributable to shareholders was $365.5 million, 5.9 per cent lower compared to the previous financial year.

Enhancing our Media OfferingsIn our core newspaper business, circulation of our newspapers averaged 978,000 copies per day, a slight year-on-year decline of 3,400 copies or 0.3 per cent. This was achieved despite formidable competition from digital and social media platforms.

The Audit Bureau of Circulations Singapore recently announced the inclusion of paid digital replica copies of the print edition as part of the total circulation of a newspaper. As a result, The Straits Times and The Sunday Times

registered year-on-year growth in total circulation of 17,600 copies or 4.9 per cent to 373,900 copies. By tapping digital technologies we have been able to reach out to more readers on their smartphones and tablets to strengthen subscriber base and extended readership.

We will be improving our customer service further by launching a new e-shop by the fourth quarter of this year to sell both print and digital newspaper subscription packages. This is in anticipation of the increasing trend of online and mobile purchases. Existing subscribers will also be able to make payments with their credit cards, instead of paying monthly subscriptions by cash to their newspaper vendors. The new e-shop will offer customers more convenient and simpler billing and payment services.

Besides our readers and subscribers, we have strived to provide better service to our advertisers. New creative designs for advertisements, including the first-ever full-cover wrap of The Straits Times, were introduced for advertisers to launch their campaigns with maximum impact. We are gratified that the demand for print advertising has remained strong, especially for the premium pages of all our newspapers.

As part of our continuous efforts to engage both readers and advertisers, several of our newspapers underwent changes in their design and content.

The 167-year-old Straits Times was revamped in May with more content for readers and wider options for advertisement layouts for advertisers. It also hosted an inaugural STAR (Straits Times Appreciates Readers) concert at the newly opened Gardens by the Bay featuring pop singers from Singapore, United States and Korea to engage its readers.

I am happy to report that the SPH Group has turned in a creditable performance in Financial Year 2012.


chairman’sstatement

06

Lianhe Zaobao, which is 89 this year, was rejuvenated in March to attract a younger generation of readers with new design features and content, and to give advertisers a better “editorial ambience”. zbCOMMA also added a Chinese literature appreciation page in collaboration with the Ministry of Education. Like The Straits Times, our Chinese flagship newspaper organised events such as the Singapore Prestige Brand Awards, health seminars and business forums to connect with readers and advertisers.

Other products that were relaunched with new features and a snazzier look included My Paper, UW, omy.sg and also print Classifieds.

On the digital front, we are well positioned to ride the continuing digital revolution.

The Straits Times launched its Android app in January, following the successful debut of its iPad and iPhone apps in September last year.

Lianhe Zaobao also introduced its web app for iPads and Android tablets, followed by its digital package consisting of Zaobao Online, the Zaobao Web App and the Zaobao online PDF version. The Zaobao iPad PDF version was rolled out in January this year.

To mark its 35th anniversary in October last year, The Business Times unveiled the iPad PDF version for its Business Times Weekend edition. It also introduced a new personal finance website, BT Invest (www.btinvest.com.sg), a free one stop financial portal for the public that provides the latest market updates, corporate announcements, research reports and policy updates. BT Online (www.businesstimes.com) was also revamped and launched in April 2012.

SPH Magazines, which added several key titles such as The Singapore Women’s Weekly, CLEO, Harper’s BAZAAR, Cosmopolitan and The Finder to its stable of publications, launched 25 of its titles as tablet apps. This is in addition to HerworldPLUS.com, the group’s new comprehensive women’s portal.

SPH, as a key player in print Classifieds, activated its revamped online job site called STJobs (previously known as ST701 Jobs) in June for job seekers and employers. It is also available on iPad, iPhone and Android smartphones.

Another classified segment, STProperty, was launched in August 2012. This will be followed by STClassifieds and STCars later this year.

ShareInvestor, our Internet financial media and technology subsidiary, completed the revamp of the Bursa Malaysia website, which was successfully launched in June this year. It also started the ShareInvestor Academy to help investors to maximise their investment returns.

Beyond Singapore, 701Search continued to make headway with the launch of chotot.vn in Vietnam and four maimai.com sites in China. The new sites aim to mirror the success of its sister sites in Malaysia, Philippines and Indonesia. Mudah is now the largest online classifieds website in Malaysia, with Ayosdito and Berniaga achieving second position in Philippines and Indonesia respectively.

Our broadcasting business has also grown. SPH UnionWorks’ Kiss92 is Singapore’s first new radio station in 20 years. Targeting the modern and savvy aged between 30 and 50 years old, it went on air on 3 September this year. The station synergises with the Group’s stable of women magazines and newspaper features to reach out to female listeners. Its two existing radio stations have also been re-branded as UFM 100.3 and HOT FM91.3. All three stations are supported by their respective mobile iPhone and Android apps. To date, more than 300,000 have downloaded HOT FM91.3, Kiss92 and UFM 100.3 apps.

Straits Times Press, SPH’s book publishing arm, released more new titles in collaboration with several of our newspapers. These include Mr Lee Kuan Yew’s “My Lifelong Challenge - Singapore’s Bilingual Journey” (English edition), the Chinese edition of “Lee Kuan Yew - Hard Truths to keep Singapore Going” and “50 Greatest Moments in Singapore Football”.

Strengthening our Adjacent BusinessesOur adjacent businesses have made good progress.

On the property front, Paragon at Orchard Road and The Clementi Mall have continued to enjoy full tenancy and high traffic. Our new retail development – The Seletar Mall – in Sengkang is on schedule to be completed by the end of 2014.

Since its incorporation in 2008, Sphere Exhibits, SPH’s events and exhibitions arm, together with its two subsidiaries, Exhibits Inc and BizLink Exhibition Services, has organised a total of 58 exhibitions and attracted over 1,000 exhibitors with more than two million visitors. It has set up Sphere Conferences to boost its presence in the local and regional MICE business. It will specialise in creating premium conferences that span high-growth sectors such as healthcare, hospitality and tourism, urban planning and infrastructure development, and transportation, both in Singapore and the region.

07

SPH Buzz Pte Ltd, a wholly owned subsidiary of SPH which operates an extensive retail network of 68 pods at major bus interchanges, MRT stations and commercial sites, will further widen its presence in the heartlands, town centres, and central business districts. It opened its first 24-hour pod along Clementi Road in March this year.

Moving forward, we will continue to leverage on our core competencies to seek out new products and opportunities to achieve growth in the coming years. We will tread cautiously and manage our resources prudently in view of the uncertain global economic condition.

Awards and AccoladesAs the leading media company in Singapore, SPH kept up its record of winning many accolades in various fields.

SPH publications consistently garnered international recognition for our editorial, design and printing excellence. This shows that even as we innovate and introduce new media products and services, we continue to maintain high standards of quality in our core products.

For this, I want to thank our team of dedicated staff who are indeed our greatest asset. We make every effort to recruit, retain and reward our talents. For our efforts, SPH was named the Corporate HR Champion at this year’s Singapore HR Awards.

Engaging shareholders is also a top priority. I am heartened that we won the Best Investor Relations (Silver) Award at the recent Singapore Corporate Awards.

Corporate Social ResponsibilityAs a responsible corporate citizen, SPH is widely recognised for its community efforts. In 2011, it won the President’s Social Service Award and in 2012, it became the first and only company to win the Distinguished Patron of the Arts Award for 20 consecutive years. Both SPH and SPH Foundation were also honoured with the Corporate Platinum Award by the Community Chest for the third consecutive year.

We have established a new Board Risk committee to have an oversight of risk management across the group. The Board decided on the need for a separate risk committee following the release of the new Code of Corporate Governance and the Risk Guidance issued by the Council of Corporate Governance.

This is also the first year we have embarked on sustainability reporting, as a testimony to our commitment to creating long term shareholder value by being a good corporate citizen. It is just the beginning. We will continue to fine tune the report in the years to come.

Tribute and ThanksOn behalf of the SPH Board, I would like to thank Mr Ngiam Tong Dow, who is retiring from the Board at our Annual General Meeting on 30 November. Mr Ngiam’s wealth of public sector experience has proved to be invaluable at the Board and the Remuneration Committee discussions. He has contributed to steering SPH through difficult challenges and guided management’s efforts to seek new opportunities.

Dr Yeo Ning Hong has also given notice that he would like to retire from the Board. As we are proposing to appoint KPMG as our new auditors at this year’s Annual General Meeting, Dr Yeo, as Chairman, Audit Committee, has kindly offered to stay on till after the first quarter of the new Financial Year to facilitate the transition of our external auditors. Hence, Dr Yeo will retire on 14 March 2013, upon completion of 12 years of service as Board Member. He has always had SPH’s best interests at heart and served the Board and the Company with distinction. Replacing him as Chairman, Audit Committee, will be Mr Bahren Shaari.

On behalf of the directors, I would like to thank our management, staff, business associates, unions, investors and all other stakeholders for their confidence and support.

To reward our loyal shareholders, the Board has proposed a dividend of 17 cents per share, comprising a final dividend of 9 cents per share and a special dividend of 8 cents per share in respect of the financial year ended 31 August 2012. These dividends are on tax-exempt (one-tier) basis and will be paid on 21 December 2012. Together with the interim dividend paid during the year, total dividend payout for FY 2012 will be 24 cents.

The year ahead continues to be a challenging one. But I believe with the support of all SPH stakeholders, we can overcome the obstacles and continue to provide readers and customers with excellent service and deliver healthy corporate performance.

Lee Boon YangChairman

Singapore Press Holdings summary report 2012

board ofdirectors

Lee Boon Yang

Boon Yang was appointed Director of SPH on 1 October 2011. He is the Non-Executive Chairman of Keppel Corporation Limited. He is also a director of Keppel Care Foundation Limited and chairman of the Singapore Press Holdings Foundation Limited.

He has extensive experience in public service. He served as the Member of Parliament for Jalan Besar and Jalan Besar GRC from December 1984 to April 2011. He was the Minister for Information, Communications and the Arts before retiring from political office in March 2009.

From 1991 to 2003, he served as Minister in the Prime Minister’s Office, Minister for Defence, Minister for Labour and later Minister for Manpower. Prior to that, he held several public appointments including Senior Minister of State for Defence, National Development and Home Affairs, and Parliamentary Secretary to the Ministers for Environment, Finance, Home Affairs, and Communications and Information.

Before entry into politics, he worked as a veterinarian and R&D Officer in the Primary Production Department. He has also worked as the Assistant Regional Director for the US Feed Grains Council, and as Senior Project Manager for the Primary Industries Enterprise Pte Ltd.

Boon Yang holds a B.V.Sc Hon (2A) from the University of Queensland.

Cham Tao Soon

Tao Soon was appointed Deputy Chairman of SPH on 1 March 2004, and Acting Chairman from 1 July 2011 to 1 December 2011. He has spent more than 30 years in the academia sector and currently is the Chancellor and Chairman of SIM University.

He is also the Chairman of NSL Ltd, MFS Technology Ltd and Soup Restaurant Group Ltd, and a director of United Overseas Bank Ltd and Far Eastern Bank Limited.

In addition, he serves as Chairman of Singapore-China Foundation Ltd and Nanyang Fine Arts Foundation Ltd. He is also a director of the Singapore International Foundation.

He was a director of WBL Corporation Ltd, a member of the Council of Presidential Advisors and Chairman of the Singapore Symphonia Co Ltd.

Tao Soon holds a Bachelor of Engineering (Civil, Honours) from the University of Malaya, a Bachelor of Science (Mathematics, Honours) from the University of London and a Doctorate of Philosophy (Fluid Mechanics) from Cambridge University.

Alan Chan Heng Loon

Alan joined SPH Ltd as its Group President on 1 July 2002, and was appointed Chief Executive Officer on 1 Jan 2003. He is responsible for managing the group’s portfolio of business which includes print, broadcasting, internet, outdoor advertising, telephony and properties. Alan is currently on the boards of Singapore Press Holdings Ltd and its subsidiaries, Singapore Power Ltd and its subsidiaries, MediaCorp TV Holdings Pte Ltd, MediaCorp Press Ltd and OpenNet Pte Ltd. He is a member of the Public Service Commission (PSC) and the Singapore Symphony Orchestra Council; and a director of Business China, Singapore-China Foundation and the Lee Kuan Yew Fund for Bilingualism. He also serves on the boards of the Federation Internationale of Periodics Publishers and the World Association of Newspapers - IFRA. He chaired the Council that revised the Code of Corporate Governance in 2012. Before joining SPH, Alan was an Administrative Officer in the Civil Service. He has worked in the Government for 25 years and some of his previous appointments included Permanent Secretary of the Ministry of Transport, Deputy Secretary of the Ministry of Foreign Affairs, Principal Private Secretary to then Senior Minister Lee Kuan Yew and Director of Manpower, Ministry of Defence. Alan holds a Diplome d’Ingenieur from the Ecole Nationale de l’Aviation Civile, France and MBA (with Distinction) from INSEAD, France. He is a President’s Scholar and was conferred the Public Administration Medal (Gold and Silver) and Meritorious Service Medal for his contributions to the public service. In 2009, he was selected by INSEAD as “one of 50 Alumni who changed the world”.

08

Bahren Shaari

Bahren was appointed to the Board on 1 April 2012. He is the Managing Director and Marketing Head of South East Asia, Bank of Singapore, and has more than 20 years of private banking experience in global financial institutions. Prior to that, he was the Managing Director and Regional Market Manager for South East Asia and Australia International, UBS AG Wealth Management. He also served on the Board of the Maritime Port Authority of Singapore. He has been conferred the Public Service Medal by the President of Singapore in 2008. Bahren graduated with a Bachelor of Accountancy from the National University of Singapore, as well as the Advance Management Program from Wharton Business School.

Willie Cheng Jue Hiang

Willie was appointed a director of SPH on 1 March 2004. He is also a director of United Overseas Bank Ltd, Singapore Health Services Pte Ltd, FEO Hospitality Trust Management Pte Ltd and FEO Hospitality Asset Management Pte Ltd. He is also a director of SPH subsidiaries and associate, SPH Interactive Pte Ltd, SPH Interactive International Pte Ltd and 701Search Pte Ltd.

He serves on the boards and councils of several civic and charitable organizations. He is the Chairman of Caritas Humanitarian Aid & Relief Initiatives, Singapore and a director of the Singapore Institute of Directors, Lien Centre for Social Innovation, Council for Third Age, Asia Philanthropic Ventures and SymAsia Foundation Ltd.

Willie holds a Bachelor of Accountancy (First Class Honours) from the University of Singapore. He is a fellow of the Institute of Certified Public Accountants of Singapore, the Singapore Institute of Directors and the Singapore Computer Society.

Chong Siak Ching

Siak Ching was appointed as a director of SPH on 22 October 2010. She is the President and Chief Executive Officer of Ascendas Pte. Ltd. and also sits on the Boards of Ascendas Pte Ltd and its subsidiaries. She was recognised as the ‘Outstanding CEO of the Year’ in the Singapore Business Awards 2009.

She holds several appointments which include Deputy Chairman of Singapore Standards, Productivity and Innovation Board (SPRING), a director of Jurong Health Services Pte. Ltd., council member of the Singapore Business Federation and a member of the Yale-NUS College Governing Board. Prior to this, she was Deputy Chief Executive Officer of JTC Corporation from 2000 to 2001.

Siak Ching, a licensed valuer, graduated from The National University of Singapore (“NUS”) with an Honours Degree in Estate Management and was awarded a Gold Medal by the Singapore Institute of Surveyors and Valuers. She also has a Masters in Business Administration from NUS and has completed the Advance Management Program at Harvard Business School. She has been conferred with a Distinguished Alumni Award by NUS in the Faculty of Architecture and Building Management in 1999. In 2009, she was again conferred with a NUS Distinguished Alumni Service Award in recognition of her unwavering commitment and service to her alma mater.

Ngiam Tong Dow

Tong Dow was appointed to the Board on 15 March 2001. He is a director of Yeo Hiap Seng Ltd and International Medical Insurers Pte Ltd.

He was formerly a director of United Overseas Bank Ltd, Far Eastern Bank Ltd, Temasek Holdings (Pte) Ltd, Overseas Union Bank Ltd and Singapore Airlines Ltd.

Tong Dow has a distinguished public service career, having served as Chairman of the Development Bank of Singapore Ltd, Housing & Development Board, Central Provident Fund Board, Economic Development Board, Telecommunications Authority of Singapore, and Deputy Chairman of the Board of Commissioners of Currency. He was also Permanent Secretary of the Prime Minister’s Office, the Ministries of Finance, Trade & Industry, National Development, and Communications.

Tong Dow holds a Bachelor of Arts (First Class Honours) in Economics from the University of Malaya (Singapore) and Master of Public Administration from Harvard University.


board ofdirectors

Ng Ser Miang

Ser Miang joined the SPH Board on 1 August 2007. He is the Chairman of TIBS International Pte Ltd, NTUC Fairprice Co-operative Limited and a director of Yanlord Land Group Ltd.

He was a director of TIBS Ltd, SMRT Ltd, Biosensors International Group Ltd, International Factors (Singapore) Ltd, Transpac Industrial Holdings Limited, WBL Corporation Ltd and NTUC Choice Homes Co-operative Limited.

Ser Miang is Singapore’s non-resident Ambassador to the Kingdom of Norway, a Vice-President of the International Olympic Committee (IOC) and a member of several IOC Commissions. He was a former Nominated Member of Parliament and a former non-resident Ambassador to the Republic of Hungary. He was Chairman of the Inaugural Youth Olympic Games in Singapore in 2010.

He was named Outstanding Chief Executive of the Year 1992. In addition to the Public Service Star in 1999, he was conferred the Meritorious Service Medal (Pingat Jasa Gemilang) by the Singapore Government for the National Day Awards in 2010. He was also conferred the Meritorious Award Commander’s Cross by the President of Hungary in 2012.

Ser Miang holds a BBA (Honours) from the University of Singapore.

Sum Soon Lim

Soon Lim was appointed to the Board on 5 December 2003.

He is the Chairman of Cathay International Holdings Ltd, and Bright Vision Hospital. He also sits on the boards of Singapore Technologies Telemedia Pte Ltd, Eastern Health Alliance Pte Ltd and National Neuroscience Institute of Singapore Pte Ltd. He was conferred the Public Service Medal for his contributions to public service.

Soon Lim received a B.Sc. (Honours) in Production Engineering from the University of Nottingham, England.

Tan Yen Yen

Yen Yen joined the Board on 1 April 2012. She is currently Senior Vice President, Applications, Oracle Corporation Asia Pacific.

She is the Chairman of the Singapore Science Centre, a member of the Defence Science & Technology Agency (DSTA) Board, and director of Cap Vista Pte Ltd and Gemalto NV. Additionally, she sits on the Board of Advisors of National University of Singapore’s School of Computing and Singapore Institute of Management’s International Academic Panel.

Prior to joining Oracle, she was Vice President and Managing Director for Hewlett-Packard Singapore.

Yen Yen has played an active role in Singapore’s infocomm industry, having served as Chairman of the Singapore Infocomm Technology Federation and Deputy Chairperson on the Ministry of Information, Communications and the Arts (MICA) Internet and Media Advisory Committee. She was also a member of the Government Parliamentary Council of MICA and the Economic Strategies Committee’s IT Working Group subcommittee.

Yen Yen has a degree in Computer Science from the National University of Singapore and an Executive MBA degree with Helsinki School of Economics Executive Education.

Lucien Wong Yuen Kuai

Lucien was appointed a director on 15 October 2009. He is the Chairman and Senior Partner of the law firm, Allen & Gledhill LLP, and has extensive experience in legal practice, specialising in banking, corporate and financial services work.

He is currently Chairman of the Maritime and Port Authority of Singapore and a Board Member of the Monetary Authority of Singapore. He is a member of the Board of Trustees of Singapore Business Federation, and a director of Singapore Health Services Pte Ltd. He also sits on the boards of Cerebos Pacific Limited, Hap Seng Plantations Holdings Berhad and Singapore Airlines Limited.

Lucien holds a Bachelor of Law (2nd Class Upper) Honours degree from the University of Singapore and was called to the Singapore Bar in 1979.

10

Yeo Ning Hong

Ning Hong was appointed to the Board on 15 March 2001. He is an Advisor to Far East Organisation. He also serves on several businesses, sports and civic organizations.

He is a former Cabinet Minister and has served as Minister for Defence, National Development and Communications and Information. He was previously the Chairman of PSA Corporation Ltd, Executive Chairman of the Singapore Technologies Group of Companies, as well as a director of DBS Bank Ltd and DBS Group Holdings Ltd.

Ning Hong is a Singapore State Scholar, with a B.Sc (First Class Honours) in Chemistry, an MSc from Singapore University, an MA and PhD from Cambridge University, and an Honorary Fellow of Christ’s College, Cambridge University. He also has a distinguished academic record, having been conferred several awards and honorary positions in Singapore and overseas.


further information on board of directors

Lee Boon YangChairman Date of first appointment as a director: 1 October 2011Non-Executive and Independent Director Date of last re-election as a director: 1 December 2011

Board Committee(s) served on:

Current Directorships/Principal Commitments

Directorships over the past 3 years (1/9/09-31/8/12)

•ExecutiveCommittee (Chairman)•NominatingCommittee•RemunerationCommittee

•KeppelCorporationLimited*(Chairman & Director)•KeppelCareFoundationLimited(Director)•SingaporePressHoldingsFoundationLimited (Chairman)•NgeeAnnKongsi,CommitteeofManagement (Honorary Auditor)

Nil

Cham Tao Soon Deputy Chairman Date of first appointment as a director: 1 March 2004Non-Executive and Independent Director Date of last re-election as a director: 1 December 2011




•ExecutiveCommittee•NominatingCommittee (Chairman)

•UnitedOverseasBankLimited*(Director)•NSLLtd*(Chairman)•SoupRestaurantGroupLtd*(Chairman)•MFSTechnologyLtd* (Chairman)•FarEasternBankLimited(Director)•TheTanChinTuanFoundation(Director)•NanyangFineArtsFoundationLtd(Chairman)•Singapore-ChinaFoundationLtd(Chairman)•SIMUniversity’sBoardofTrustees(Chairman & Chancellor)

•WBLCorporationLtd* (Director)

Alan Chan Heng Loon Chief Operating Officer Date of first appointment as a director: 1 July 2002Executive and Non-Independent Director Date of last re-election as a director: 1 December 2010




•ExecutiveCommittee •SPPowerAssetsLtd(Chairman)•PowerGasLtd(Chairman)•SingaporePowerLtd(Director)•SingaporePressHoldingsFoundationLimited(Director) •BusinessChina(Director)•Singapore-ChinaFoundationLtd(Director)•PublicServiceCommission(Member)•LeeKuanYewFundforBilingualism (Member)•SingaporeSymphonyOrchestraCouncil(Member)

Nil

12

* Public-listed company

Willie Cheng Jue Hiang Non-Executive and Independent Director Date of first appointment as a director: 1 March 2004 Date of last re-election as a director: 1 December 2011




•AuditCommittee•RemunerationCommittee•BoardRiskCommittee (Chairman)

•UnitedOverseasBankLtd*(Director)•SingaporeHealthServicesPteLtd(Director)• IntegratedHealthInformationSystemsLtd(Director)•FEOHospitalityTrustManagementPteLtd(Director)•FEOHospitalityAssetManagementPteLtd(Director)•AescapulusHoldingsPteLtd(Director)•CaritasHumanitarianAid&ReliefInitiatives,Singapore (Chairman)•LienCentreforSocialInnovation(Director)•CouncilforThirdAge(Director)•Ashoka:InnovatorsforthePublic(Singapore)Ltd(Director)•AsiaPhilanthropicVentures(Director)•SingaporeInstituteofDirectors (Director)•SymAsiaFoundationLtd (Director)•TheCourageFund (Director)

•NTUCFairpriceCo-operative Ltd (Director)

Chong Siak Ching Non-Executive and Independent Director Date of first appointment as a director: 22 October 2010 Date of last re-election as a director: 1 December 2010




•AuditCommittee

•AscendasFundsManagement(S)Limited (Deputy Chairman) [asManagerofAscendasRealEstateInvestmentTrust*]•AscendasPropertyFundTrusteePte.Ltd.(Director) [asTrustee-ManagerofAscendasIndiaTrust*]•AscendasHospitalityFundManagementPteLtd(Director) [asManagerofAscendasHospitalityTrust*]•AscendasHospitalityTrustManagementPteLtd(Director) [asTrustee-ManagerofAscendasHospitalityTrust*]•FrasersProperty(China)Limited*# (Director)•JurongHealthServicesPte.Ltd.(Director)•Standards,ProductivityandInnovationBoard(SPRING) (Deputy Chairman)•SingaporeBusinessFederation(Council Member)•NationalUniversityofSingapore(Trustee)•Yale-NUSCollegeGoverningBoard(Member)

Nil

Bahren Shaari Non-Executive and Independent Director Date of first appointment as a director: 1 April 2012




•AuditCommittee Nil Nil

* Public-listed company# Company listed on the Hong Kong Stock Exchange Ltd


further information on board of directors

Ng Ser Miang Non-Executive and Independent Director Date of first appointment as a director: 1 August 2007 Date of last re-election as a director: 1 December 2010




•NominatingCommittee •TIBSInternationalPteLtd(Chairman)•NTUCFairpriceCo-operativeLimited(Chairman)•YanlordLandGroupLimited* (Director)•NTUCFairpriceFoundationLtd(Chairman)

•WBLCorporationLimited* (Chairman)•NTUCChoiceHomes Co-operative Limited (Chairman)

Sum Soon Lim Non-Executive and Independent Director Date of first appointment as a director: 5 December 2003 Date of last re-election as a director: 1 December 2011




•ExecutiveCommittee•BoardRiskCommittee

•SingaporeTechnologiesTelemediaPteLtd(Director)•STTCommunicationsLtd(Director)•NationalNeuroscienceInstituteofSingaporePteLtd (Director)•CathayInternationalHoldingsLtd*(Chairman)•BrightVisionHospital(Chairman)•EasternHealthAlliancePteLtd(Director)

•YantaiRafflesShipyardLtd (Director)

Ngiam Tong Dow Non-Executive and Independent Director Date of first appointment as a director: 15 March 2001 Date of last re-election as a director: 1 December 2011




•RemunerationCommittee (Chairman)

•YeoHiapSengLtd*(Director)• InternationalMedicalInsurersPteLtd (Director)

•UnitedOverseasBankLtd* (Director)• FarEasternBankLtd(Director)

14


Lucien Wong Yuen Kuai Non-Executive and Independent Director Date of first appointment as a director: 15 October 2009 Date of last re-election as a director: 4 December 2009




•AuditCommittee•NominatingCommittee•BoardRiskCommittee

•CerebosPacificLimited*(Director)•HapSengPlantationsHoldingsBerhad*(Director)•SingaporeAirlinesLimited*(Director)•MaritimeandPortAuthorityofSingapore(Chairman & Board Member)•MonetaryAuthorityofSingapore(Board Member)•EasternDevelopmentPrivateLimited(Director)•EasternDevelopmentHoldingsPte.Ltd.(Director)•Allen&GledhillLLP(Partner & Chairman)•SingaporeHealthServicesPteLtd(Director)•SingaporeBusinessFederation (Trustee)

•AltitudeTrustManagement Pte. Ltd. (Director)•DLFTrustManagement Pte. Ltd. (Director)•LinklatersAllen&Gledhill Pte Ltd (Director)•MapletreeCommercialTrust Management Ltd (Director)

Yeo Ning Hong Non-Executive and Independent Director Date of first appointment as a director: 15 March 2001 Date of last re-election as a director: 1 December 2011




•ExecutiveCommittee•AuditCommittee (Chairman)

•FarEastOrganizationCentrePteLtd (Advisor)•NanyangTechnologicalUniversity (Adjunct Professor)

Nil

Tan Yen Yen Non-Executive and Independent Director Date of first appointment as a director: 1 April 2012




•RemunerationCommittee•BoardRiskCommittee

•SingaporeScienceCentre(Chairman)•DefenceScience&TechnologyAgency(Director)•CapVistaPteLtd(Director)•GemaltoNV(Director)•NationalUniversityofSingapore’sSchoolofComputing (Advisor)•SingaporeInstituteofManagementInternational Academic Panel (Member)•SingaporeinfocommTechnologyFederation(SiTF) (Councillor)

Nil



CEO’s overview of group operations


newspapersOur newspaper circulation business held its ground and averaged 978,000 copies per day, a slight year-on-year decline of 0.3 per cent. This was achieved despite facing strong competition from digital and social media. Following the launch of its all-in-one pricing package, and the decision made by the Audit Bureau of Circulations to include digital subscriptions as part of newspaper circulation, The Straits Times and The Sunday Times achieved 28,900 digital subscriptions daily. This brought its average daily circulation to a high of 373,900 copies, a strong growth of 4.9 per cent.

The Straits Times underwent a revamp, shortly after a change of editorship. Warren Fernandez took over from Han Fook Kwang as the Straits Times editor in February, while Fook Kwang became the managing editor of the English and Malay Newspapers division. This was followed by changes in appointments in the newsroom, a redesigned masthead and refreshed sections across the newspaper.

There were also changes in the Chinese Newspapers division. Lim Jim Koon, former editor and editorial adviser of Lianhe Zaobao, took over the helm of the division as Editor-in-Chief from 1 June this year, following Robin Hu’s departure.

Lianhe Zaobao was rejuvenated to attract more readers and advertisers. It launched its Web App for iPad and Android tablets in December 2011, followed by its iPad PDF app in February 2012. It also reached out to readers via social network channels like Facebook and Weibo. Along with zaobao.com, these digital initiatives have provided readers with a broader and more interactive access to its content.

Against the backdrop of a challenging global economic environment and modest growth in Singapore, SPH has shown resilience to deliver a commendable performance in the financial year ended 31 August 2012.

The Group operating revenue of $1,272.9 million for FY 2012 was 1.8 per cent higher than the previous year. The recurring earnings increased 0.3 per cent to $410.2 million but net profit was $365.5 million, down 5.9 per cent due to the fall in investment income as a result of the volatile financial markets.

Growth in the property and exhibitions businesses cushioned the lower profits from the newspaper and magazine segment.

Revenue from the newspaper and magazine businesses was $1,002.8 million, marginally lower by 1.0 per cent compared to the last financial year. Print advertisement revenue was $769.4 million, a slight decrease of 0.7 per cent.

newspapersThe Business Times marked its 35th anniversary with a push into the digital world. An iPad application for the BT Weekend edition was launched, with plans for the launch of weekday iPhone and iPad editions, along with its own all-in-one pricing packages.

The New Paper initiated several new projects, including a weekly music entertainment supplement called Loud, a cycling event called Cycle Quest and a book entitled “50 Greatest Moments in Singapore Football”. Annual reader engagement events such as The New Paper Big Walk and FiRST Film Fest were also held.

Berita Harian continued to engage the Malay community with a number of yearly events and projects such as the Berita Harian Achiever Award, Annual School Debate and Youth Badminton Tournament.

Tamil Murasu honoured three senior teachers at the annual Most Inspiring Tamil Teachers’ Awards, while tabla! marked its third anniversary in October 2011 with the launch of the tabla! Community Champion Award. It also presented the Bollywood blockbuster musical, Taj Express.

Besides the annual Executive contest, bilingual daily My Paper organised the Metropolitan Workshop series and Executive seminars, which offered insights on topics such as Singapore’s property market and career development.

Lianhe Wanbao collaborated with omy.sg to repackage two of its top news stories into the form of a mobile app. The Fong Fei Fei Commemorative iPad e-book app was launched to commemorate the famous Taiwanese singer, while the Vice Ring Probe Android app was popular with readers.

Shin Min Daily News organised several signature events such as the SME Learning Cruise in July. The evening daily also launched a book called “Words of Wisdom” by Master Hsing Yun, a renowned Taiwanese monk, based on its popular column in the newspaper. The book was sold out within weeks of its release.

The Chinese student papers zbCOMMA, Thumbs Up and Thumbs Up Junior introduced new editorial content and expanded their activities to deepen their engagement with students, teachers, and parents.

The print Classifieds section was given a makeover to cater to the changing lifestyles and needs of our readers and advertisers. One of the new initiatives was to increase the font size of the ads. It also added new content plus QR codes so that potential buyers can view more pictures of properties and cars.

In January this year, The Gold Rush subscription campaign, targeting both The Straits Times and Lianhe Zaobao subscribers, was launched. It leveraged on the Chinese New Year activities and rising gold prices, and offered subscribers a chance to win gold bars in a lucky draw. The campaign attracted a total of 17,000 print and digital subscribers.

To support the all-in-one subscription of newspapers and online sites and apps, an SPH e-shop was set up. In addition, an SPH Rewards portal, a loyalty programme for direct subscribers of SPH newspapers, was introduced to engage subscribers through web and mobile apps, with treats, gifts and events.



20

magazinesIn November 2011, SPH Magazines further cemented its market leader position by acquiring popular titles from ACP Magazines Pte Ltd – The Singapore Women’s Weekly, CLEO, The Finder, Harper’s BAZAAR and Cosmopolitan.

SPH Magazines also took steps to enlarge its digital footprint by launching 25 digital editions of its publications on iPads, Android devices and desktop browsers.

Signature events such as the Her World’s Woman of the Year Awards, Women’s Fair, Shape Run, Men’s Health Urbanathlon, The Peak Golf Tournament and Home & Décor Fair continued to create buzz in the market.

In celebration of its second anniversary, Health No. 1 together with its sister publication Wellness No. 1, organised a health carnival at the Suntec Convention Centre for readers. Activities included health seminars, a bazaar, free health screening and TCM consultation.

SPH’s Chinese entertainment, lifestyle and social news magazine UW, was transformed into a stylish and chic magazine with richer content following its revamp in June. The award-winning ZbBz, the luxury magazine for bilingual elites, maintained robust advertising revenue growth.

production SPH continued to upgrade its manufacturing equipment to enhance its production capabilities to meet the new challenges of the printing industry.

In September 2011, the Production division successfully completed the upgrade project for the Colorliner presses. The presses were equipped with a new press control system, enhanced colour capacity, digitised computer-to-plate system and more efficient speed plus tension controls.

Our print products continued to win international recognition for print quality. SPH won awards for all its three entries to the International Colour Quality Club. The awards reaffirmed the quality standards achieved by our three printing presses – the Colorliner, KBA and UNISET.


new media On the digital front, The Straits Times’ interactive ads on its iPad edition steadily gained market attention and acceptance. Within its first year, 16 top advertisers supported the platform with $4 million worth of advertising sponsorship. The strong support augured well for the future development of SPH’s mobile platforms as more of our newspapers and products moved into the digital sphere. One such product is the newly revamped STJobs, which went live as a mobile app on all devices in June 2012. Its presence on both the online and mobile platforms now attracts over two million visitors every month.

Following STJobs’ success, STProperty was launched. There are plans to roll out STClassifieds and STCars soon.

Our new media has also garnered a strong following regionally. 701Search launched chotot.vn in Vietnam and four maimai.com sites in China. These followed the success of its sister sites in Malaysia, Philippines and Indonesia. Mudah is now the largest online classifieds website in Malaysia, with Ayosdito and Berniaga being second in Philippines and Indonesia respectively.

The overall strategy of developing and monetising applications on smartphone and tablet devices have yielded promising results, with year-on-year growth of almost 70 per cent for smartphone advertising revenue.

There are now iPhone and Android apps for The Straits Times, Stomp, ST RazorTV, AsiaOne, SoShiok (food), omy.sg (entertainment), The New Paper (football), with audience numbers growing steadily.

Bilingual news and entertainment website omy.sg held its Singapore Blog Awards for the fifth year. The event was branded together with a series of social media events under the umbrella of Singapore Social Media Fiesta, a campaign which ran from April to July.

ShareInvestor, our internet financial media and technology subsidiary, completed the new BT Invest website in February and the revamp of the Bursa Malaysia website in June this year. It started the ShareInvestor Academy, an education arm with a focus on educating investors on maximising their investment returns. It also organised INVEST Fair Singapore and Malaysia together with The Business Times.


24

book publishingStraits Times Press (STP) launched Mr Lee Kuan Yew’s “My Lifelong Challenge - Singapore’s Bilingual Journey” and the Chinese edition of “Lee Kuan Yew- Hard Truths to keep Singapore Going”. It also published 17 new titles, such as the “Sustaining Stability, Serving Singapore – Monetary Authority of Singapore - 40th Anniversary”, “Where Lions Fly - 100 years of Aviation in Singapore”, “Close Watch: A Nation’s Resolve to Secure Singapore” and “Keeping the Faith - Syed Isa Semait, Mufti of Singapore”. Its “50 Greatest Moments in Singapore Football”, a book project involving the sports correspondents of The New Paper, was launched by President Tony Tan Keng Yam as part of the President’s Challenge.

Focus Publishing Limited published 10 coffee table books, including commemorative titles for Minister Mentor Lee Kuan Yew and Emeritus Senior Minister Goh Chok Tong. Leveraging on its strength in the publication of bilingual books, Focus Publishing also published Chinese Development Assistance Council’s 20th anniversary commemorative book, “A Little From All, Together It’s More”, the biography “Chang Yun Chung - Steering through the Storms”, National Taxi Association’s “Taxi Tales in Singapore” and People’s Association’s 40th anniversary book “Tales of Chingay”.

properties Paragon, SPH’s key property asset, maintained 100 per cent occupancy for its retail, medical and office space. The iconic mall along Orchard Road offers unrivalled shopping experience for both locals and tourists – with over 200 stores including a diverse mix of renowned international luxury brands. In its continual efforts to enhance the shopping experience of shoppers, Paragon carried out extensive refurbishment to its external walkways and landscape areas in the past year.

The Clementi Mall, which was officially opened in May 2011, also enjoyed 100 per cent occupancy. It is a favourite heartand mall for residents living in Clementi, West Coast and the Holland-Bukit Timah area.

The Seletar Mall, located at the junction of Sengkang West Avenue and Fernvale Road, is slated for completion at the end of 2014. The mall is easily accessible via Fernvale LRT, which is linked to Sengkang North East Line MRT/LRT station and a bus interchange.

radioSPH UnionWorks launched Singapore’s first new radio station in 20 years. Kiss92, which targets the modern and savvy aged 30 to 50 years old, went on air on 3 September this year. The station synergises with our stable of female magazines and newspaper features, to reach out to female listeners.

SPH UnionWorks’ existing radio stations, 91.3 FM and Radio 100.3, were rebranded HOT FM91.3 and UFM 100.3 respectively.

HOT FM91.3 saw its market share rise to 16 per cent in 2012 among listeners aged 15 to 39, making it the third most popular English station for those under 40. Its breakfast show, “Rod Monteiro and The Married Men”, grabbed the second spot of the Under-40 audience for weekday mornings in Nielsen ratings (March-May).

UFM 100.3 fine-tuned its programming to cater to its core target audience aged 35 to 49. The Chinese station also supported various community and charitable causes through its annual programme, “Star of the Week”.

All three stations are supported by their respective mobile iPhone and Android apps, with features to enhance the listening experience. To date, there are more than 300,000 downloads for the HOT FM91.3, Kiss92 and UFM 100.3 apps.


events and exhibitions Since its incorporation in 2008, Sphere Exhibits, SPH’s events and exhibitions arm, has organised a total of 58 exhibitions with over two million visitors. Sphere also owns two subsidiaries, Exhibits Inc and BizLink Exhibition Services.

For the past three years, Sphere has successfully organised a series of well-received consumer events such as Beerfest Asia and Asian Masters. In June 2012, Sphere added another high end consumer gourmet event - Gourmet Japan - into its portfolio.

Exhibits Inc continued to be the leading organiser in the IT and F&B sectors through its signature events – COMEX, IT SHOW, Food and Beverage Fair and World Food Fair.

Bizlink Exhibition Services enjoyed great success as a trade fair organiser as the Gifts & Premiums Fair entered its 13th

year in 2012. It remained the appointed event organiser for the Franchising & Licensing Asia show in 2012.

Sphere also set up Sphere Conferences, a trade conference arm to organise premium conferences that span high-growth sectors such as healthcare and tourism, to name a few - both locally and across the region.

outdoor advertising SPH MediaBoxOffice (SPHMBO) concentrated its efforts in providing new innovations through its extensive Digital and Static inventory to meet customers’ needs. Its Integrated Digital and Static Outdoor Campaigns were well received by the market.

It also allowed advertisers to include key messages in their outdoor ads to attract more eyeballs. For example, timely Stock Indices updates were provided on the SPHMBO screen in Raffles Place.

SPH buzzSPH Buzz Pte Ltd increased its retail network to a total of 68 pods at major bus interchanges, MRT stations and commercial sites. These Buzz pods cater to the diverse needs of commuters by providing them with choice selections of affordable merchandise and essential modern day services.

In 2012, Buzz advanced its expansion strategy with the opening of its first 24-hour pod along Clementi Road. In addition, Buzz embarked on a refurbishment programme to achieve visual conformity across all its pods. They were refreshed with standardised chillers, signage, news tickers, and confectionary displays.

business outlook FY 2012 had been an eventful year, and despite the challenging economic climate, SPH managed to weather the storm and turned in a creditable performance. However, the current FY looks equally, if not more challenging.

Given the unfavourable global outlook, we will monitor our cost structure carefully while making adjustments for a sustained performance.

The global media consumption trend continues to move towards digital publications. In Singapore, more people are using mobile devices to access information or get connected through social media. We will continue to invest in digital media, while sustaining our core newspaper business.

We will also pursue other growth businesses like property and exhibitions.

With the support of all our stakeholders - readers, advertisers, consumers, and our staff and unions - as well as the guidance from the Board, I am confident that SPH is well-placed to meet the demanding times ahead.

Chan Heng Loon, Alan Chief Executive Officer

organisationstructure

Board Of Directors

Chief Executive Officer

Audit Committee

Internal Audit

English & Malay

Newspapers

SubsidiariesSupport Services

MarketingProductionCirculationChinese Newspapers

Administration

Corporate Communications

Corporate Development

Finance

HumanResources

Information Technology

Secretariat/Legal

26


corporate information

Executive Committee

Lee Boon Yang (Chairman)Cham Tao SoonChan Heng Loon AlanSum Soon LimYeo Ning Hong

Audit Committee

Yeo Ning Hong (Chairman)Willie ChengChong Siak ChingBahren ShaariLucien Wong

Board Risk Committee*

Willie Cheng (Chairman)Sum Soon LimTan Yen YenLucien Wong

Nominating Committee

Cham Tao Soon (Chairman)Lee Boon YangNg Ser MiangLucien Wong

Remuneration Committee Ngiam Tong Dow (Chairman)Lee Boon YangWillie ChengTan Yen Yen

Auditors

PricewaterhouseCoopers LLP8 Cross Street, #17-00PWC BuildingSingapore 048424

Audit Partner:Ooi Chee Kar(Appointed in 2008)

Company Secretaries

Ginney Lim May LingKhor Siew Kim

Registered Office

1000, Toa Payoh NorthNews CentreSingapore 318994Tel: (65) 6319 6319Fax: (65) 6319 8282Email: [email protected]. 198402868E

Share Registration Office

Tricor Barbinder Share Registration Services80 Robinson Road, #02-00Singapore 068898Tel: (65) 6236 3333

* Established in FY 2012

28

investor relations

SPH’s Investor Relations practices are built upon firm adherence to a high standard of corporate governance and transparency. We strive to deliver clear, consistent and timely updates to the investment community and develop long-term relationships with our shareholders. Every year, an annual programme of investor relations activities is carefully planned to ensure that all segments of the investment community are engaged. The valuable feedback and insights from these engagements are highlighted to the Board, which also receives regular updates on shareholder statistics and investors’ and analysts’ views. This year, our efforts were once again recognised by the investment community. SPH received the Best Investor Relations Award (Silver) at the Singapore Corporate Awards 2012 and was Runner-Up for the Most Transparent Company Award 2011 in the non-electronics manufacturing category at the 12th SIAS Investors’ Choice Awards 2011.

Proactive engagement with investorsSenior management interacts actively with the investment community through multiple platforms to provide business updates and address any concerns on the Group’s challenges and prospects. These include one-on-one meetings, conference calls, quarterly post-results luncheons, investment conferences and overseas roadshows. During the year, senior management undertook roadshows in London and Edinburgh to strengthen shareholder relations and gain valuable feedback

for the Group. SPH also participated in 2 major investor conferences – Credit Suisse Asian Investment Conference in Hong Kong and Morgan Stanley Asia Pacific Summit in Singapore. We continue to engage with retail investors through email and telephone calls, and public forums such as the annual Invest Fair organised by our subsidiary, Shareinvestor.

As a key source of relevant and comprehensive information to the investment community, our Investor Relations website is updated timely with our quarterly financial performance and other announcements. Senior management’s presentation of the Group’s half and full year results through audio webcasts and slide presentations are also available for viewing online. The website also hosts an extensive archive of announcements and presentations and provides email alerts on latest announcements.

Enhancing Shareholders’ ValueSPH strives to enhance the long-term value for shareholders. Based on our track record, a high percentage of our recurring earnings have been returned to shareholders. We will continue to assess opportunities of returning cash generated from operations that is surplus to the Company’s requirement.

Shareholders are encouraged to access our corporate website at www.sph.com.sg for the latest corporate information updates on the Group. Queries can be posted via our investor relations email address, [email protected].


Investor Relations Calendar

Financial Calendar

1st Quarter 2012 (September – November 11)

• 2011FullYearFinancialResultsAnnouncementandMediaConference&Analysts’Briefingwithaudiowebcast• FullYearResultsInvestorMeeting# Morgan Stanley Asia Pacific Summit 2011 (Singapore)• Non-DealRoadshow(London,Edinburgh)• ReleaseofAnnualReport2011

2nd Quarter 2012 (December 11 – February 12)

• AnnualGeneralMeeting• Paymentof2011FinalDividends• Announcementof1QFY2012Results• Post1QResultsInvestorMeeting

3rd Quarter 2012 (March – May 12)

# Credit Suisse – Asian Investment Conference (Hong Kong)• Announcementof2Q/HYFY2012ResultsandAnalysts’Briefingwithaudiowebcast• Post2QResultsInvestorMeeting# Shareinvestor’s Invest Fair 2012

4th Quarter 2012 (June – August 12)

• Announcementof3QFY2012Results• Post3QResultsInvestorMeeting

* The dates are indicative and subject to change. Please refer to SPH website, www.sph.com.sg, for the latest updates.

# Investor conferences attended

201212 October Announcement of FY 2012 Results

12 December Books Closure for Dividend Entitlement

21 December Proposed Payment of 2012 Final Dividends

2013*

14 January Announcement of 1Q FY 2013 Results

12 April Announcement of 2Q FY 2013 Results

15 July Announcement of 3Q FY 2013 Results

11 October Announcement of FY 2013 Results

30

investorreference

† Computed based on recurring earnings.

* FY 2008 to FY 2010 included profits from the Group’s Sky@eleven development. ^ Included tax-exempt (one-tier) proposed dividend of 17 cents per share, comprising a final dividend of 9 cents per share and a special dividend of 8 cents per share. The proposed dividend is subject to approval by shareholders at the Annual General Meeting on November 30, 2012.

Operating Margin†* (%)

2008* 2009* 2010* 2011 2012

38.6 38.2 39.0

32.7 32.2

Return on Shareholders’ Funds* (%)

Dividend per Share (cents)

20.9 20.5

22.4

17.416.3

27.0

25.0

27.0

24.0 24.0

2008* 2009* 2010* 2011 2012

2008 2009 2010 2011 2012^


Recurring Earnings@ and Dividend Payout Ratio†

2008 2009 2010 2011 2012

0 0

20

40

60

80

100

120

100

200

300

400

500

600

Recurring Earnings (S$’m)

Dividend Payout Ratio (%)

@ This represents the recurring earnings of the media and property businesses. FY 2008 to FY 2010 included profits from the Group’s Sky@eleven development. † Computed based on recurring earnings.

Source: Bloomberg

Share Price and Volume

2008 2009 2010 2011 2012

Volume

Share Price

Monthly Turnover

Share Price

2012 2011 2010 2009 2008 S$ S$ S$ S$ S$

Highest closing price 4.12 4.26 4.17 4.18 4.74Lowest closing price 3.61 3.62 3.56 2.32 3.98August 31 closing price 3.97 3.80 4.08 3.66 4.12Price/Earnings Ratio based on August 31 closing price 17.26 15.83 13.16 14.08 15.26

S$’m %

Million Shares

S$

200

150

100

50

0 1

2

3

4

5

32

summary financial statementfor the financial year ended August 31, 2012

summary directors’ reportDIRECTORS

1. The Directors of the Company in office at the date of this report* are:

Lee Boon Yang Cham Tao Soon Chan Heng Loon Alan Willie Cheng Jue Hiang Chong Siak Ching Ng Ser Miang Ngiam Tong Dow Bahren Shaari (appointed on April 1, 2012) Sum Soon Lim Tan Yen Yen (appointed on April 1, 2012) Lucien Wong Yuen Kuai Yeo Ning Hong

* Mr Yong Pung How stepped down as a Director with effect from December 1, 2011.

PRINCIPAL ACTIVITIES

2. The principal activities of the Group consist of:

(a) publishing, printing and distributing newspapers,(b) publishing and distributing magazines,(c) providing multimedia content and services,(d) holding investments,(e) holding, managing and developing properties,(f) providing outdoor advertising services, (g) providing radio broadcasting services, (h) providing online search, directories and classified services,(i) organising events, exhibitions, conventions and conferences,(j) publishing and distributing books,(k) providing online investor relations services, and(l) developing applications and operating a financial portal.

IMPORTANT NOTEThe Summary Financial Statement as set out on pages 32 to 45 contains only a summary of the information in the Directors’ Report and financial statements of the Company’s Annual Report. It does not contain sufficient information to allow for a full understanding of the results and the state of affairs of the Company and the Group.

For further information, the full financial statements, the Independent Auditors’ Report on those statements and the Directors’ Report in the Annual Report should be consulted. Shareholders may request for a copy of the full Annual Report at no cost. Please use the Request Form at the end of this Summary Financial Report.


summary directors’ reportfor the financial year ended August 31, 2012

PRINCIPAL ACTIVITIES (CONT’D)

The principal activities of the Company consist of:

(a) publishing, printing and distributing newspapers, (b) distributing magazines and books, (c) providing multimedia content and services, (d) holding shares in subsidiaries, (e) holding investments, and (f) providing management services to subsidiaries.

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS

3. Neither during nor at the end of the current financial year was the Company a party to any arrangement whose object was to enable the Directors of the Company to acquire benefits through the acquisition of shares in, or debentures of, the Company or any other body corporate, except as disclosed under ‘Share Options in the Company’ and ‘Performance Shares in the Company’ in the Directors’ Report.

DIRECTORS’ INTERESTS IN SHARES

4. The Directors holding office as at August 31, 2012 who had interests in shares and options in the Company and its subsidiaries as recorded in the register of Directors’ shareholdings were as follows:

Direct Interests Deemed Interests

Sept 1 , 2011 *

Aug 31 , 2012

Sept 21 , 2012

Sept 1 , 2011 *

Aug 31 , 2012

Sept 21 , 2012

The Company

Management SharesLee Boon Yang 4 4 4 - - -Cham Tao Soon 4 4 4 - - -Chan Heng Loon Alan 12 4 4 - - -Willie Cheng Jue Hiang 4 4 4 - - -Chong Siak Ching 4 4 4 - - -Ng Ser Miang 4 4 4 - - -Ngiam Tong Dow 4 4 4 - - -Bahren Shaari 4 4 4 - - -Sum Soon Lim 4 4 4 - - -Tan Yen Yen 4 4 4 - - -Lucien Wong Yuen Kuai 4 4 4 - - -Yeo Ning Hong 4 4 4 - - -

Ordinary SharesCham Tao Soon 10,000 20,000 20,000 10,183 10,183 10,183Chan Heng Loon Alan 424,500 582,550 582,550 - - - Willie Cheng Jue Hiang 208,500 208,500 208,500 12,750 12,750 12,750 Ngiam Tong Dow - - - 30,000 30,000 30,000 Lucien Wong Yuen Kuai - - - 20,000 20,000 20,000Yeo Ning Hong 33,660 33,660 33,660 54,697^ 54,697^ 54,697^

Options for Ordinary SharesChan Heng Loon Alan 1,275,000 1,275,000 1,275,000 - - -

34


DIRECTORS’ INTERESTS IN SHARES (CONT’D)

Direct Interests Deemed Interests

Sept 1 , 2011 *

Aug 31 , 2012

Sept 21 , 2012

Sept 1 , 2011 *

Aug 31 , 2012

Sept 21 , 2012

Conditional Award of Performance Shares**Chan Heng Loon Alan 49,166# shares to be Up to vested in January 2012 61,850 ## - ̂ ^ - ̂ ^ - - -

180,000# shares to be Up to vested in January 2012 270,000 ## - ̂ ^ - ̂ ^ - - -

58,334# shares to be Up to Up to Up to vested in January 2013 78,000 ## 77,000 ## 77,000 ## - - -





200,000# shares to be Up to Up to vested in January 2015 - 300,000 ## 300,000 ## - - -

26,666# shares to be Up to Up to vested in January 2016 - 38,400 ## 38,400 ## - - -

* Or date of appointment, if later. ̂ Held jointly by Dr Yeo Ning Hong and his spouse. ** Represents performance shares granted from FY 2008 to FY 2012. # The number of shares represents the shares required if awarded at 100% of the grant. ## The shares awarded at the vesting date could range from 0% to 150% depending on the level of achievement against the pre-set

performance conditions. ̂ ^ During the financial year, 158,050 shares were vested and awarded to Mr Chan Heng Loon Alan.

Detailed information regarding Directors’ shareholdings can be obtained in accordance with Sections 164(8) and (9) of the Companies Act, Chapter 50.

DIRECTORS’ CONTRACTUAL BENEFITS

5. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in the Directors’ Report and financial statements.



SHARE OPTIONS IN THE COMPANY

Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”)

6. (a) The 1999 Scheme was approved by shareholders at an Extraordinary General Meeting held on July 16, 1999 and is administered by the Remuneration Committee (“the Committee”). At another Extraordinary General Meeting held on December 5, 2006, the shareholders approved the adoption of the SPH Performance Share Plan and the 1999 Scheme was terminated with regard to the grant of further options. Options granted and outstanding prior to the termination will continue to be valid and be subject to the terms and conditions of the 1999 Scheme.

(b) Details of options granted previously have been disclosed in the Directors’ Reports for the respective years.

(c) The aggregate number of options granted since the commencement of the 1999 Scheme on July 16, 1999 to December 5, 2006 is 103,090,950 options to subscribe for ordinary shares.

7. Movements in the number of the unissued shares of the Company under option during the financial year and their exercise prices are as follows:

Grant Date

Expiry Date

Exercise Price (S$)

Balance 01.09.11

Options Exercised

Options Lapsed

Balance 31.08.12

06.11.01 06.11.11 3.03 260,400 (90,550) (169,850) - 28.10.02 28.10.12 3.91 2,803,425 (432,050) (103,050) 2,268,325 16.12.03 16.12.13 3.69 2,693,925 (361,625) (17,000) 2,315,300 01.02.04 01.02.14 3.83 35,000 - (35,000) - 21.12.04 21.12.14 4.54 11,575,450 - (765,825) 10,809,625

16.12.05 16.12.15 4.30 13,198,950 - (890,825) 12,308,125

30,567,150 (884,225) (1,981,550) 27,701,375

PERFORMANCE SHARES IN THE COMPANY

SPH Performance Share Plan (“the Plan”)

8. (a) The Plan of the Company was approved by shareholders at an Extraordinary General Meeting held on December 5, 2006 and is administered by the Committee.

(b) Persons eligible to participate in the Plan are selected Group Employees of such rank and service period as the Committee may determine, and other participants selected by the Committee.

(c) Awards initially granted under the Plan are conditional and will be principally performance-based with performance conditions to be set over a multi-year performance period. Performance conditions are intended to be based on medium- to longer-term corporate objectives and include both market and non-market conditions. Market conditions include Absolute Total Shareholder Return and Relative Total Shareholder Return against ST All-Share Index. Non-market conditions include Newspaper Business Free Cash Flow, market competitiveness, quality of returns, business and productivity growth.

(d) The Plan contemplates the award of fully-priced shares, their equivalent cash value or combinations thereof, free of charge, provided that certain prescribed performance conditions are met and upon expiry of the prescribed vesting periods.

(e) Senior management are required to hold a minimum number of shares under the share ownership guideline which requires them to maintain a beneficial ownership stake in the Company, thus further aligning their interests with shareholders.

36


PERFORMANCE SHARES IN THE COMPANY (CONT’D)

SPH Performance Share Plan (“the Plan”) (cont’d)

9. During the financial year, 2,243,525 performance shares were granted subject to the terms and conditions of the Plan as follows:

Category

No. of Persons

No. of Performance Shares Granted

Executive Director 1 280,000 1

Employee 212 1,963,525 2

213 2,243,525

1 80,000 granted with non-market conditions, and 200,000 granted with both market and non-market conditions. 2 1,229,025 granted with non-market conditions, and 734,500 granted with both market and non-market conditions.

The aggregate number of performance shares granted since the commencement of the Plan on December 5, 2006 to August 31, 2012 is 13,084,670 performance shares.

Movements in the number of performance shares outstanding during the financial year are summarised below:

Grant Date

Outstanding as at

01.09.11

Adjusted*

Granted

Vested

Lapsed

Outstanding as at

31.08.12

(‘000) (‘000) (‘000) (‘000) (‘000) (‘000)

11.01.08 551 - - (547) (4) - 12.01.09 1,986 (382) - (1,018) (60) 526 12.01.10 2,195 506 - (601) (191) 1,909 12.01.11 2,258 - - - (258) 2,000 12.01.12 - - 2,244 - (209) 2,035

* Adjusted at end of the performance period based on the level of achievement of pre-set performance conditions.

The shares awarded at the vesting date could range from 0% to 150%, depending on the level of achievement against the pre-set performance conditions.

AUDIT COMMITTEE

10. The Audit Committee comprises five members, all of whom are independent non-executive directors. They are:

Yeo Ning Hong (Chairman) Willie Cheng Jue Hiang Chong Siak Ching Bahren Shaari Lucien Wong Yuen Kuai



UNUSUAL ITEMS DURING AND AFTER THE FINANCIAL YEAR

11. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen during the financial year or in the interval between the end of the financial year and the date of this report which would substantially affect the results of the operations of the Group and of the Company for the financial year in which this report is made, or render any items in the financial statements of the Group and the Company for the current financial year misleading, and/or affect the ability of the Group and the Company in meeting the obligations as and when they fall due, except as disclosed in the notes to the full financial statements.

The Summary Financial Statement set out on pages 32 to 45 was approved by the Board on October 12, 2012 and was signed on behalf of the Board by:

Lee Boon Yang Chan Heng Loon AlanChairman Director

Singapore,October 12, 2012

38

independent auditors’ report ON THE SUMMARY FINANCIAL STATEMENT to the members of Singapore Press Holdings Limited

The accompanying Summary Financial Statement of Singapore Press Holdings Limited (the “Company”) and its subsidiaries (the “Group”), set out on pages 39 to 43, which comprise the consolidated balance sheet of the Group and the balance sheet of the Company as at August 31, 2012, the consolidated income statement, the consolidated statement of comprehensive income for the financial year then ended, and related notes, are derived from the audited consolidated financial statements of the Group for the financial year then ended. We expressed an unmodified audit opinion on those financial statements in our report dated October 12, 2012.

The Summary Financial Statement do not contain all the disclosures required by the Singapore Financial Reporting Standards. Reading the Summary Financial Statement, therefore, is not a substitute for reading the audited consolidated financial statements of the Group.

MANAGEMENT’S RESPONSIBILITY FOR THE SUMMARY FINANCIAL STATEMENT

Management is responsible for the preparation of a summary of the audited financial statements in accordance with Section 203A of the Singapore Companies Act, Chapter 50 (the “Act”). In preparing the Summary Financial Statement, Section 203A of the Act requires that the Summary Financial Statement be derived from the annual financial statements and the Directors’ Report for the financial year ended August 31, 2012, and be in such form and contain such information as may be specified by regulations made thereunder applicable to Summary Financial Statement.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Summary Financial Statement based on our procedures, which were conducted in accordance with Singapore Standard on Auditing 810, Engagements to Report on Summary Financial Statements.

OPINION

In our opinion, the accompanying Summary Financial Statement are consistent, in all material respects, with the audited consolidated financial statements and the Directors’ Report of the Group for the financial year ended August 31, 2012 from which they are derived and comply with the requirements of Section 203A of the Act and the regulations made thereunder applicable to Summary Financial Statement.

PricewaterhouseCoopers LLPPublic Accountants and Certified Public Accountants

Singapore,October 12, 2012


balance sheets as at August 31, 2012

Group Company

2012 S$’000

2011 S$’000

2012 S$’000

2011 S$’000

CAPITAL EMPLOYEDShare capital 502,992 499,484 502,992 499,484Treasury shares (2,190) (11,024) (2,190) (11,024)Reserves 342,324 318,965 67,780 59,486Retained profits 1,399,220 1,424,580 617,577 714,614

Shareholders’ interests 2,242,346 2,232,005 1,186,159 1,262,560Non-controlling interests 82,716 74,584 - -

Total equity 2,325,062 2,306,589 1,186,159 1,262,560

EMPLOYMENT OF CAPITALNon-current assets Property, plant and equipment 362,548 394,086 224,238 252,315 Investment properties 2,089,033 1,754,259 - - Investments in subsidiaries - - 388,868 388,868 Investments in associates 84,366 68,414 36,853 33,109 Investments in jointly-controlled entities 10,318 14,325 - - Trade and other receivables 2,595 4,167 543,516 310,278 Long-term investments 381,614 360,249 46,351 36,797 Intangible assets 133,900 83,814 - -

3,064,374 2,679,314 1,239,826 1,021,367

Current assets Inventories 27,079 37,317 25,681 36,093 Trade and other receivables 184,294 151,969 1,294,936 1,274,050 Short-term investments 408,443 622,555 89,960 113,712 Derivative financial instruments 596 5,105 - 373 Cash and cash equivalents 372,459 392,514 113,858 270,670

992,871 1,209,460 1,524,435 1,694,898

Total assets 4,057,245 3,888,774 2,764,261 2,716,265

Non-current liabilities Trade and other payables 32,953 27,776 - - Deferred income tax liabilities 47,227 49,481 33,040 37,626 Borrowings 1,280,322 1,011,168 828,359 598,797 Derivative financial instruments 7,752 6,421 670 -

1,368,254 1,094,846 862,069 636,423 Current liabilities Trade and other payables 278,683 296,670 664,044 657,470 Current income tax liabilities 81,856 89,488 51,982 59,431 Borrowings 3,293 100,800 - 100,000 Derivative financial instruments 97 381 7 381

363,929 487,339 716,033 817,282

Total liabilities 1,732,183 1,582,185 1,578,102 1,453,705

Net assets 2,325,062 2,306,589 1,186,159 1,262,560

40

consolidated income statementfor the financial year ended August 31, 2012

Group

2012 S$’000

2011 S$’000

Operating revenue Newspaper and Magazine 1,002,762 1,013,285 Property 191,421 167,884 Others 78,730 69,803

1,272,913 1,250,972Other operating income 19,823 18,852

1,292,736 1,269,824

Materials, production and distribution costs (221,104) (218,868)Staff costs (360,160) (348,461)Premises costs (61,792) (54,830)Depreciation (78,204) (76,785)Other operating expenses (136,782) (122,031)Finance costs (24,452) (39,811)

Profit before investment income and share of net loss of associates and jointly-controlled entities 410,242 409,038Net income from investments 32,590 50,351Share of net loss of associates and jointly-controlled entities (1,172) (2,707)

Profit before taxation 441,660 456,682Taxation (72,302) (72,931)

Profit after taxation 369,358 383,751

Attributable to:Shareholders of the Company 365,542 388,575Non-controlling interests 3,816 (4,824)

369,358 383,751

Earnings per share (S$) Basic 0.23 0.24 Diluted 0.23 0.24


consolidated statement of comprehensive incomefor the financial year ended August 31, 2012

Group

2012 S$’000

2011 S$’000

Profit after taxation 369,358 383,751 Other comprehensive income/(loss), net of tax Cash flow hedges - net fair value changes (3,002) (6,284) - transferred to income statement 2,213 12,551 Net fair value changes on available-for-sale financial assets - net fair value changes 29,598 38,395 - transferred to income statement on disposal (5,665) (2,893) Currency translation difference - arising from consolidation of financial statements of foreign subsidiaries, associates and jointly-controlled entities 1,304 (3,419)

24,448 38,350

Total comprehensive income 393,806 422,101

Attributable to:Shareholders of the Company 389,921 427,243Non-controlling interests 3,885 (5,142)

393,806 422,101

42

notes to the summary financial statementAugust 31, 2012

1. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS

Certain new standards and amendments and interpretations to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after September 1, 2012 or later periods for which the Group has not early adopted. The management anticipates that the adoption of these standards, amendments and interpretations will not have a material impact on the financial statements of the Group and of the Company.

2. DIVIDENDS

Group and Company

2012 S$’000

2011 S$’000

Dividends paid:- Final tax-exempt dividend of 9 cents per share in respect of previous financial year (2011: 9 cents per share) 144,822 144,593- Special final tax-exempt dividend of 8 cents per share in respect of previous financial year (2011: 11 cents per share) 128,731 176,725- Interim tax-exempt dividend of 7 cents per share (2011: 7 cents per share) 112,814 112,621

386,367 433,939

(a) The Directors have proposed a final tax-exempt (one-tier) dividend of 9 cents per share and a special final tax-exempt (one-tier) dividend of 8 cents per share for the financial year, amounting to a total of S$274.0 million.

(b) These financial statements do not reflect these proposed dividends, which will be accounted for in shareholders’ interests as an appropriation of retained profit in the financial year ending August 31, 2013 when they are approved at the next annual general meeting.

3. RELATED PARTY TRANSACTIONS

(a) Sales and purchases of goods and services

Group

2012 S$’000

2011 S$’000

Rental income from non-controlling interest 4,073 2,201

Fees paid to a firm of which a director is a member 189 382


notes to the summary financial statementAugust 31, 2012

3. RELATED PARTY TRANSACTIONS (CONT’D)

(b) Key management personnel compensation and transactions

Key management personnel compensation and transactions are as follows:

Group

2012 S$’000

2011 S$’000

Remuneration and other short-term employee benefits 20,450 21,284 Employers’ contribution to defined contribution plans 503 411 Share-based compensation expense 3,729 3,558

24,682 25,253

Staff loans granted to key management personnel 165 405

The above includes total emoluments of the Company’s directors of S$4.1 million (2011: S$3.9 million).

44

extract of the independent auditors’ report ON THE FULL FINANCIAL STATEMENTS for the financial year ended August 31, 2012

An unmodified audit report dated October 12, 2012 has been issued on the full financial statements of Singapore Press Holdings Limited and its subsidiaries for the financial year ended August 31, 2012. The audit report is reproduced as follows:

“Independent Auditors’ Report to the members of Singapore Press Holdings Limited

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Singapore Press Holdings Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages # to #, which comprise the consolidated balance sheet of the Group and the balance sheet of the Company as at August 31, 2012, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in total equity and the consolidated statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient 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 profit and loss accounts and balance sheets and to maintain accountability of assets.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial 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 about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view 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 financial statements.

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


extract of the independent auditors’ report ON THE FULL FINANCIAL STATEMENTS for the financial year ended August 31, 2012

OPINION

In our opinion, the consolidated financial statements of the Group and the balance sheet 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 August 31, 2012, and of the results, changes in equity and cash flows of the Group for the financial year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In our opinion, 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.

PricewaterhouseCoopers LLPPublic Accountants and Certified Public Accountants

Singapore,October 12, 2012”

# The page numbers are as stated in the Independent Auditors’ Report dated October 12, 2012 included in Singapore Press Holdings Limited’s Annual Report for the financial year ended August 31, 2012.

46

options and awards

Details of the options and awards granted to a Director under the Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”) and the SPH Performance Share Plan (“Share Plan”) are as follows:

1999 Scheme

Name of Director

Aggregateawards

outstandingas at 1.9.11

Aggregateoptions

granted and accepted since

commencement of 1999

Scheme on 16.07.99 to

31.8.12

Aggregateoptions

exercised since commencement

of 1999 Scheme

on 16.07.99to 31.8.12

Aggregateoptions

outstandingas at

31.8.12

Number of

new ordinary shares issued

pursuant to exercise of options during the

financial year under review

Number of existing

ordinary shares transferredpursuant to exercise of

options during the financial

year under review

Chan Heng Loon Alan 1,275,000 2,125,000 850,000 1,275,000 - -

Share Plan

Name of Director

Aggregateawards

outstandingas at 1.9.11

Aggregateawards

granted sincecommencement

of Share Plan on 5.12.06 to

31.8.12

Aggregate

awards released

during the financial year under review

Aggregate awards

outstanding as at

31.8.12

Chan Heng Loon Alan Up to Up to 158,050 Up to 1,008,350 2,030,100 1,089,700

In respect of the 1999 Scheme and the Share Plan:

1. The 1999 Scheme has been terminated with regard to the grant of further options. No options were granted under the 1999 Scheme during the financial year under review.

2. The Rules of the 1999 Scheme do not allow for options to be granted at a discount.

3. Details of the ordinary shares delivered pursuant to awards granted under the Share Plan are set out in the Notes to the Accounts. The prices at which the ordinary shares were purchased have been previously announced.

4. No options or awards under the 1999 Scheme and the Share Plan have been granted to controlling shareholders of the Company or their associates.

5. No participant has received 5% or more aggregate of (a) the total number of new ordinary shares available under the Share Plan and 1999 Scheme collectively, and (b) the total number of existing ordinary shares delivered pursuant to awards released under the Share Plan and options exercised under the 1999 Scheme.

Copies of the 1999 Scheme and the Share Plan Rules are available for inspection at the Company’s registered office.


shareholding statisticsas at October 5, 2012

DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS

Size of Shareholdings

No. of Shareholders

%

No. of Shares

% *

1 - 999 1,502 2.67 646,677 0.04 1,000 - 10,000 43,021 76.46 170,730,344 10.70 10,001 - 1,000,000 11,666 20.73 552,669,917 34.65 1,000,001 and above 81 0.14 871,239,065 54.61

TOTAL 56,270 100.00 1,595,286,003 100.00

* Shareholdings exclusive of 1,038,318 treasury shares

TWENTY LARGEST ORDINARY SHAREHOLDERS

Name of Shareholder

No. of Shares

% *

1 CITIBANK NOMINEES SINGAPORE PTE LTD 183,128,430 11.48 2 HSBC (SINGAPORE) NOMINEES PTE LTD 141,815,341 8.89 3 DBS NOMINEES PTE LTD 124,690,531 7.82 4 DBSN SERVICES PTE LTD 53,803,779 3.37 5 UNITED OVERSEAS BANK NOMINEES PTE LTD 49,090,121 3.08 6 RAFFLES NOMINEES (PTE) LTD 31,173,802 1.95 7 BANK OF SINGAPORE NOMINEES PTE LTD 24,282,574 1.52 8 UOB KAY HIAN PTE LTD 18,951,722 1.19 9 LEE FOUNDATION STATES OF MALAYA 15,215,522 0.95 10 LEE PINEAPPLE COMPANY PTE LTD 12,750,000 0.80 11 BNP PARIBAS SECURITIES SERVICES SINGAPORE PTE LTD 10,705,972 0.67 12 DB NOMINEES (S) PTE LTD 9,000,094 0.56 13 OCBC NOMINEES SINGAPORE PRIVATE LTD 8,956,595 0.56 14 EST OF TAN ENG SIAN, DEC’D 8,488,754 0.53 15 LEE FOUNDATION 8,210,940 0.51 16 LEUNG KAI FOOK MEDICAL CO PTE LTD 8,136,350 0.51 17 CHAN SIEW KIM ALICE 8,000,000 0.50 18 NANYANG PRESS (SINGAPORE) LIMITED 7,973,824 0.50 19 UOB NOMINEES (2006) PTE LTD 7,735,807 0.48 20 MERRILL LYNCH (S’PORE) PTE LTD 6,537,563 0.41

Total: 738,647,721 46.28 * Shareholdings exclusive of 1,038,318 treasury shares

48

shareholding statisticsas at October 5, 2012

DISTRIBUTION OF MANAGEMENT SHAREHOLDERS BY SIZE OF SHAREHOLDINGS

Size of Shareholdings

No. of Shareholders

%

No. of Shares

%

1 - 999 12 57.14 48 0.001,000 - 10,000 0 0.00 0 0.0010,001 - 1,000,000 3 14.29 2,187,466 13.41 1,000,001 and above 6 28.57 14,130,572 86.59

TOTAL 21 100.00 16,318,086 100.00

HOLDERS OF MANAGEMENT SHARES

Name of Shareholder

No. of Shares

%

1 THE GREAT EASTERN LIFE ASSURANCE CO LTD 3,688,419 22.60 2 OVERSEA-CHINESE BANKING CORPORATION LTD 2,741,488 16.80 3 NTUC INCOME INSURANCE COOPERATIVE LIMITED 2,667,080 16.35 4 SINGAPORE TELECOMMUNICATIONS LIMITED 2,170,310 13.30 5 THE DEVELOPMENT BANK OF SINGAPORE LTD 1,550,213 9.50 6 UNITED OVERSEAS BANK LTD 1,313,062 8.05 7 NATIONAL UNIVERSITY OF SINGAPORE 874,456 5.36 8 FRASER & NEAVE, LIMITED 656,505 4.02 9 FULLERTON (PRIVATE) LIMITED 656,505 4.02 10 CHIEF EXECUTIVE OFFICER 4 0.0011 DIRECTORS (FOUR EACH) 44 0.00

Total: 16,318,086 100.00

Not less than 99.9% of the ordinary shares in the Company is held by the public and Rule 723 of the Singapore Exchange Listing Manual has been complied with.

VOTING RIGHTS OF SHAREHOLDERS

The holders of management and ordinary shares shall be entitled either on a poll or by a show of hands to one (1) vote for each share, EXCEPT that on any resolution relating to the appointment or dismissal of a director or any member of the staff of the Company, the holders of the management shares shall be entitled either on a poll or by show of hands to two hundred (200) votes for each management share held.


NOTICE IS HEREBY GIVEN that the Twenty-Eighth Annual General Meeting of the Company will be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, Singapore 318994 on Friday, November 30, 2012 at 10.30 a.m. for the following business:

ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended August 31, 2012.

2. To declare a final dividend of 9 cents and a special dividend of 8 cents, on a tax-exempt (one-tier) basis, in respect of the financial year ended August 31, 2012.

3. To re-appoint Cham Tao Soon as a Director of the Company, pursuant to Section 153(6) of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), to hold such office from the date of this Annual General Meeting until the next Annual General Meeting of the Company.

4. To re-elect the following Directors who are retiring by rotation in accordance with Articles 111 and 112 of the Company’s Articles of Association, and who, being eligible, offer themselves for re-election:

(i) Chan Heng Loon Alan (ii) Chong Siak Ching (iii) Lucien Wong Yuen Kuai

5. To re-elect the following Directors who will cease to hold office in accordance with Article 115 of the Company’s Articles of Association, and who, being eligible, offer themselves for re-election:

(i) Bahren Shaari (ii) Tan Yen Yen

6. To approve Directors’ fees of up to S$1,400,000 for the financial year ending 31 August 2013 (2012: up to S$1,350,000).

7. To appoint KPMG LLP as the Auditors in place of the retiring auditors, PricewaterhouseCoopers LLP, and to authorise the Directors to fix their remuneration.

8. To transact any other business of an Annual General Meeting.

SPECIAL BUSINESS

9. To consider and, if thought fit, to pass, with or without modifications, the following resolutions which will be proposed as Ordinary Resolutions:

(i) “That pursuant to Section 161 of the Companies Act, Chapter 50 (the “Companies Act”) and the listing rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), and subject to the provisions of the Newspaper and Printing Presses Act, Chapter 206, authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

(b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution is in force,

notice of annual general meetingSINGAPORE PRESS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Co Regn No: 198402868E)

50

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 10 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such manner of calculation and adjustments as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and

(ii) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the listing manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”

(ii) “That approval be and is hereby given to the Directors of the Company to grant awards in accordance with the provisions of the SPH Performance Share Plan (the “SPH Performance Share Plan”) and to allot and issue such number of ordinary shares in the capital of the Company (“Ordinary Shares”) as may be required to be delivered pursuant to the vesting of awards under the SPH Performance Share Plan, provided that the aggregate number of new Ordinary Shares allotted and issued and/or to be allotted and issued, when aggregated with existing Ordinary Shares (including Ordinary Shares held in treasury) delivered and/or to be delivered, pursuant to the Singapore Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share Plan, shall not exceed 10 per cent. of the total number of issued Ordinary Shares (excluding treasury shares) from time to time.”

(iii) “That:

(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued Ordinary Shares not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

(i) market purchase(s) on the SGX-ST; and/or

(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Buy Back Mandate”);



(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy Back Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:

(i) the date on which the next Annual General Meeting of the Company is held;

(ii) the date by which the next Annual General Meeting of the Company is required by law to be held; and

(iii) the date on which purchases or acquisitions of Ordinary Shares pursuant to the Share Buy Back Mandate are carried out to the full extent mandated;

(c) in this Resolution:

“Average Closing Price” means the average of the last dealt prices of an Ordinary Share for the five consecutive trading days on which the Ordinary Shares are transacted on the SGX-ST immediately preceding the date of market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted, in accordance with the listing rules of the SGX-ST, for any corporate action which occurs after the relevant five day period;

“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Ordinary Shares from holders of Ordinary Shares, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Ordinary Share and the relevant terms of the equal access scheme for effecting the off-market purchase;

“Maximum Limit” means that number of issued Ordinary Shares representing 10% of the total number of the issued Ordinary Shares as at the date of the passing of this Resolution (excluding any Ordinary Shares which are held as treasury shares as at that date); and

“Maximum Price”, in relation to an Ordinary Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed, in the case of a market purchase of an Ordinary Share and off-market purchase pursuant to an equal access scheme, 105% of the Average Closing Price of the Ordinary Share; and

(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.”

By Order of the Board

Ginney Lim May LingKhor Siew KimCompany Secretaries

Singapore,November 1, 2012

Notes:A Member entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend and vote in his stead and the proxy need not be a Member of the Company. The instrument appointing the proxy must be lodged at the Company’s Share Registration Office, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00, Singapore 068898 not less than 48 hours before the time fixed for the meeting.


52

EXPLANATORY NOTES & STATEMENT PURSUANT TO ARTICLE 72 OF THE COMPANY’S ARTICLES OF ASSOCIATION

1. In relation to Ordinary Resolution No. 3:

• ChamTaoSoon*will,uponre-appointment,continueasChairmanoftheNominatingCommitteeandamember of the Executive Committee. He is considered an independent Director. There are no relationships (including immediate family relationships) between Mr Cham and the other Directors or the Company.

2. In relation to Ordinary Resolution No. 4(i):

• ChanHengLoonAlan*will,uponre-election,continueasamemberoftheExecutiveCommittee.Heisconsidered a non-independent Director. There are no relationships (including immediate family relationships) between Mr Chan and the other Directors or the Company.

3. In relation to Ordinary Resolution No. 4(ii):

• Chong Siak Ching* will, upon re-election, continue as a member of the Audit Committee and become a member of the Nominating Committee. She is considered an independent Director. There are no relationships (including immediate family relationships) between Ms Chong and the other Directors or the Company.

4. In relation to Ordinary Resolution No. 4(iii):

• Lucien Wong Yuen Kuai* will, upon re-election, continue as a member of the Audit Committee and amember of the Board Risk Committee. He will step down as a member of the Nominating Committee and will become a member of the Remuneration Committee. He is considered an independent Director. There are no relationships (including immediate family relationships) between Mr Wong and the other Directors or the Company.


• BahrenShaari*will,uponre-election,continueasamemberof theAuditCommittee.He isconsideredan independent Director. There are no relationships (including immediate family relationships) between Mr Shaari and the other Directors or the Company. Mr Shaari will on 14 March 2013 be appointed Chairman of the Audit Committee upon the retirement of Dr Yeo Ning Hong from the Board on the same day.


• TanYenYen*will,uponre-election,continueasamemberoftheRemunerationCommitteeandtheBoardRisk Committee. She is considered an independent Director. There are no relationships (including immediate family relationships) between Ms Tan and the other Directors or the Company.

7. Ordinary Resolution No. 6, if passed, will facilitate the payment of Directors’ fees during the financial year in which the fees are incurred, that is, during the financial year from 1 September 2012 to 31 August 2013. The amount of Directors’ fees is computed based on the anticipated number of Board and Board Committee meetings, assuming full attendance by all the Directors. The amount also includes a contingency sum to cater to unforeseen circumstances such as the appointment of an additional Director, additional unscheduled Board meetings and for the formation of additional Board Committees.



8. Ordinary Resolution No. 7 is to appoint KPMG LLP as the Auditors of the Company in place of the retiring auditors, PricewaterhouseCoopers LLP, and to authorise the Directors to fix their remuneration.

PricewaterhouseCoopers LLP (and, before their merger with Price Waterhouse to form PricewaterhouseCoopers LLP, Coopers & Lybrand) have served as external Auditors of the Company since its incorporation in 1984. As part of ongoing good corporate governance initiatives, the Directors are of the view that it would be timely to effect a change of external Auditors with effect from the financial year ending 31 August 2013. PricewaterhouseCoopers LLP, the retiring Auditors, will accordingly not be seeking re-election at the forthcoming Annual General Meeting.

KPMG LLP is registered with the Accounting and Corporate Regulatory Authority. The audit partner who will be in charge of the audit is Ong Pang Thye.

In accordance with the requirements of Rule 1203(5) of the listing manual of the SGX-ST:

(a) the outgoing Auditors, PricewaterhouseCoopers LLP, have confirmed that they are not aware of any professional reasons why the new Auditors, KPMG LLP, should not accept appointment as Auditors of the Company;

(b) the Company confirms that there were no disagreements with the outgoing Auditors, PricewaterhouseCoopers LLP, on accounting treatments within the last 12 months;

(c) the Company confirms that, other than as set out above, it is not aware of any circumstances connected with the proposed change of Auditors that should be brought to the attention of shareholders; and

(d) the Company confirms that it is in compliance with Rule 712 and Rule 715, of the listing manual of the SGX-ST in relation to the appointment of KPMG LLP as the Auditors of the Company.

The Audit Committee invited competitive proposals from various audit firms. The Audit Committee then reviewed and deliberated on the proposals received from each of the audit firms, taking into consideration factors such as the adequacy of the resources and experience of the audit firm to be selected, and the audit engagement partner to be assigned to the audit, as well as the size and complexity of the Company and its subsidiaries. After evaluation, the Audit Committee recommended that KPMG LLP be selected for the proposed appointment.

The Directors have taken into account the Audit Committee’s recommendation, including the factors considered in their evaluation, and are satisfied that KPMG LLP will be able to meet the audit requirements of the Company. The Directors accordingly recommend that shareholders vote in favour of Ordinary Resolution No. 7.

The formal letter of consent to act as Auditors of the Company issued by KPMG LLP is available for inspection at the registered office of the Company at 1000 Toa Payoh North, News Centre, Singapore 318994 during normal business hours from the date of this Notice up to the date of the Twenty-Eighth Annual General Meeting of the Company.

Pursuant to Section 205 of the Companies Act, a copy of the notice of nomination of the proposed new Auditors

dated 3 October 2012 from a shareholder of the Company is enclosed with this Notice.

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this paragraph 8 and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this paragraph 8 constitutes full and true disclosure of all material facts about the appointment of KPMG LLP as the Company’s Auditors, and the Company and its subsidiaries which are relevant to the appointment of KPMG LLP as the Company’s Auditors, and the Directors are not aware of any facts the omission of which would make any statement in this paragraph 8 misleading.

If a shareholder is in any doubt as to the course of action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

The SGX-ST assumes no responsibility for the accuracy of any statements or opinions made in this paragraph 8.


54

9. The effects of the resolutions under the heading “Special Business” in the Notice of the Twenty-Eighth Annual General Meeting are:

(a) Ordinary Resolution No. 9(i) is to authorise the Directors of the Company from the date of that meeting until the next Annual General Meeting, subject to the provisions of the Newspaper and Printing Presses Act, Chapter 206 of Singapore, to issue shares in the capital of the Company and/or to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding in total 50 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 10 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company may be issued other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time that Ordinary Resolution No. 9(i) is passed, after adjusting for (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time that Ordinary Resolution 9(i) is passed, and (ii) any subsequent bonus issue, consolidation or sub-division of shares. For the avoidance of doubt, any consolidation or sub-division of shares in the capital of the Company will require shareholders’ approval.

(b) Ordinary Resolution No. 9(ii) is to empower the directors to offer and grant awards, and to allot and issue new ordinary shares in the capital of the Company, pursuant to the SPH Performance Share Plan (which was approved by shareholders at the Extraordinary General Meeting held on 5 December 2006), provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with the existing ordinary shares (including ordinary shares held in treasury) delivered and/or to be delivered, pursuant to the Singapore Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share Plan, shall not exceed 10 per cent. of the total number of issued ordinary shares in the capital of the Company (excluding ordinary shares held in treasury) from time to time.

(c) Ordinary Resolution No. 9(iii) is to renew the mandate to permit the Company to purchase or acquire issued ordinary shares in the capital of the Company on the terms and subject to the conditions of the Resolution.

The Company may use internal sources of funds, or a combination of internal resources and external borrowings, to finance the purchase or acquisition of its ordinary shares. The amount of funding required for the Company to purchase or acquire its ordinary shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of ordinary shares purchased or acquired and the price at which such ordinary shares were purchased or acquired and whether the ordinary shares purchased or acquired are held in treasury or cancelled.

The financial effects of the purchase or acquisition of such ordinary shares by the Company pursuant

to the proposed Share Buy Back Mandate on the audited financial statements of the Company and its subsidiaries for the financial year ended 31 August 2012, based on certain assumptions, are set out in paragraph 2.6 of the Letter to Shareholders dated 1 November 2012, which is enclosed together with the Summary Financial Report.

* Details of the Director’s current directorships in other listed companies and other principal commitments are set out on pages 12 to 15 of the Summary Financial Report.



Board of Directors: Registered Office:Lee Boon Yang (Chairman and Independent Director) 1000 Toa Payoh North Cham Tao Soon (Deputy Chairman and Independent Director) News CentreChan Heng Loon Alan (Chief Executive Officer) Singapore 318994Bahren Shaari (Independent Director)Willie Cheng Jue Hiang (Independent Director)Chong Siak Ching (Independent Director)Ngiam Tong Dow (Independent Director)Ng Ser Miang (Independent Director)Sum Soon Lim (Independent Director)Tan Yen Yen (Independent Director)Lucien Wong Yuen Kuai (Independent Director)Yeo Ning Hong (Independent Director) 1 November 2012

To: The Shareholders of Singapore Press Holdings Limited

Dear Sir/Madam

APPOINTMENT OF AUDITORS

PricewaterhouseCoopers LLP have stated that they are not seeking re-appointment as Auditors of the Company at the forthcoming Annual General Meeting. The Directors wish to express their appreciation for the services rendered by PricewaterhouseCoopers LLP.

The Company has received notice of the nomination of KPMG LLP as Auditors and in accordance with Section 205(12) of the Companies Act, Chapter 50, a copy of that notice is attached.

Yours faithfully,For and on behalf of the Board


SINGAPORE PRESS HOLDINGS LIMITED(Incorporated in the Republic of Singapore)

(Co Regn No: 198402868E)


I/We,

of being a member/members of the above named Company, hereby appoint the Chairman of the Meeting, or

Name

Address

NRIC/Passport Number

Proportion of Shareholdings (%)

and/or (delete as appropriate)

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting of the Company to be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, Singapore 318994 on November 30, 2012 at 10.30 a.m. and at any adjournment thereof.

(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. Alternatively, please indicate the number of votes as appropriate. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Annual General Meeting.

No.

Resolution

To be used on a Show of Hands

To be used in the event of a Poll

For

Against

No. of votes No. of votes

For Against

Ordinary Business

1. To adopt Directors’ Report and Audited Financial Statements

2. To declare a Final Dividend and a Special Dividend

3. To re-appoint Directors pursuant to Section 153(6) of the Companies Act, Cap. 50

Cham Tao Soon

4. To re-elect Directors pursuant to Articles 111 and 112

(i) Chan Heng Loon Alan

(ii) Chong Siak Ching

(iii) Lucien Wong Yuen Kuai

5. To re-elect Directors pursuant to Article 115

(i) Bahren Shaari

(ii) Tan Yen Yen

6. To approve Directors’ fees for the financial year ending 31 August 2013

7. To appoint Auditors and authorise Directors to fix their remuneration

8. To transact any other business

Special Business

9. (i) To approve the Ordinary Resolution pursuant to Section 161 of the Companies Act, Cap. 50

(ii) To authorise Directors to grant awards and to allot and issue shares in accordance with the provisions of the SPH Performance Share Plan

(iii) To approve the renewal of the Share Buy Back Mandate

Signature(s) of Member(s) or Common Seal

IMPORTANT: PLEASE READ NOTES ON THE REVERSE

proxy formSINGAPORE PRESS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Co Regn No: 198402868E)

IMPORTANT 1. For investors who have used their CPF monies to buy

shares of Singapore Press Holdings Limited, this Report is forwarded to them 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.

Dated this day of 2012Total Number ofOrdinary Shares held

Total Number ofManagement Shares held

58

proxy formSINGAPORE PRESS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Co Regn No: 198402868E)

IMPORTANT

Note:

1. Please insert the total number of ordinary shares and/or management shares (“Shares”) held by you. If you have ordinary shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of ordinary shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have ordinary shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. If any proxy other than the Chairman of the Meeting is to be appointed, please strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the box provided. If the box is left blank or incomplete, the Chairman of the Meeting shall be deemed to be appointed as your proxy.

3. A Member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him.

4. Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.

5. The instrument appointing a proxy or proxies must be deposited at the Share Registration Office of the Company at Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00, Singapore 068898, not less than 48 hours before the time appointed for the Annual General Meeting.

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 seal or under the hand of an officer or attorney duly authorised.

7. A corporation which is a Member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

8. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of ordinary shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the Member, being the appointor, is not shown to have ordinary shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.


November 1, 2012

Dear Shareholder

This Annual Report comprises two separate reports:

(i) the Summary Financial Report which contains a review of the Singapore Press Holdings Limited (“SPH”) Group for the financial year ended August 31, 2012, the Directors’ Report and a summary of the audited financial statements of the Company and the Group; and

(ii) the Annual Report which contains the full financial statements of the Company and the Group for the financial year ended August 31, 2012.

The Summary Financial Report is automatically provided (unless instructed otherwise) to all existing shareholders. The Annual Report is provided at no cost upon request.

For shareholders who are receiving this Summary Financial Report for the first time, or who did not respond previously, if you wish to receive a copy of the Annual Report for FY 2012, and for future financial years as long as you are a shareholder, please complete the request form below by ticking the appropriate box and returning it to SPH c/o Tricor Barbinder Share Registration Services by November 8, 2012. If we do not receive your request form, it would indicate that you do not wish to receive copies of the Annual Report for FY 2012 and for future financial years.

For shareholders who have indicated to us previously that you wish to receive the Annual Report for as long as you are a shareholder, you may change your instructions by ticking the relevant box in the request form below and returning it to SPH c/o Tricor Barbinder Share Registration Services by November 8, 2012. If we do not receive your request form, it would indicate that there is no change to your instructions.

Your latest request will supersede the earlier requests received by us.

Please note that the Annual Report for FY 2012 will also be available at the Company’s website www.sph.com.sg

Yours faithfully,For and on behalf ofSingapore Press Holdings Limited


To: Singapore Press Holdings Limited

N.B. Please tick one box only. An incomplete or improperly completed request will not be processed.

Please send me a copy of the Summary Financial Report for future financial years and for as long as I am an SPH shareholder.

Please send me a copy of the Annual Report, in addition to the Summary Financial Report, for the financial year ended August 31, 2012 and for as long as I am an SPH shareholder.

I do not wish to receive copies of the Summary Financial Report or the Annual Report, for the financial year ended August 31, 2012, and for as long as I am an SPH shareholder.

Name of Shareholder

NRIC/Passport Number CDP Securities Account No.

Mailing Address

Signature

Date

request formSINGAPORE PRESS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Co Regn No: 198402868E)

60

First fold here

Second fold here

Fold along this line and glue overleaf

BUSINESS REPLY SERVICEPERMIT NO. 07859

Singapore Press Holdings LimitedTricor Barbinder Share Registration Services

80 Robinson Road, #02-00Singapore 068898

Postage will bepaid by addressee.

For posting inSingapore only.

CertificationThis summary report is printed on FSCTM-certified paper. By purchasing FSCTM products we foster management, which is controlled according to the strict social, ecological and economic criteria of the Forest Stewardship CouncilTM.

This summary report was produced by theCorporate Communications Division

Singapore Press Holdings Limited

1000 Toa Payoh NorthNews CentreSingapore 318994

www.sph.com.sgCo. Reg. No. 198402868E

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