apbl annual report 2010

438 Alexandra Road #16-01 Alexandra Point Singapore 119958 Tel: (65) 6276 3488 Fax: (65) 6276 4287 www.apb.com.sg www.tigerbeer.com

Company Registration No.: 193100007K (Incorporated in the Republic of Singapore)

Bintang in Indonesia and Number One in New Caledonia are leading brands in their respective countries (PAGE 8)

Two newly acquired profi table breweries in Indonesia and New Caledonia(PAGE 7)

S$0.5 billionProfi t before interest, taxation and exceptional items(PAGE 6)

New acquisitions New iconic brandsNew record

Brewing transformation and strength

CLEARLY REFRESHING.

To be a leading brewery group in the Asia Pacifi c region

Signifi cant events that transformed and strengthened APB

Accretive acquisitionsWe now participate in two profi table beer markets via newly acquired market leaders: PT Multi Bintang Indonesia Tbk in Indonesia, and Grande Brasserie de Nouvelle Caledonie S.A. in New Caledonia.

New addition of iconic brandsWe have further diversifi ed our brand portfolio with the addition of two new iconic beer brands: Bintang in Indonesia and Number One in New Caledonia.

Increased capacity of our breweries We have increased the capacity of our breweries in Vietnam, Mongolia, Papua New Guinea, Sri Lanka and China, so as to further tap on growing beer demand.

CONTENTS 1 Our year of transformation 2 Chairman’s Statement 4 Chief Executive Officer’s Review 6 Bottoms up to a benchmark

bottom line 7 Here’s to a wider reach and

stronger market leadership 8 The best reason to drink:

more beer brands 9 Toast to greater capacity 10 Five-year Group Statistics

& Group Financial Highlights 11 Two-year Financial Highlights 12 Board of Directors 16 Leadership Team 20 Organisation Structure 23 Business Review 48 Corporate Citizenship 52 Key Milestones 54 Major Shareholders 56 Corporate Information 58 Corporate Governance Report

& Financial Review

Brew

ing transformation and strength

Asia P

acifi c Brew

eries Limited A

nnual Report 2

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APB_AR2010_CVRv1.ps 1 12/20/10 11:11 AM

Annual Report

Group at a Glance

1 Sri Lanka

1 Singapore

2 Papua New Guinea

4New Zealand

16 China

1 Mongolia

1111

1 Malaysia

1 Laos

5 Vietnam1Thailand

1 Cambodia

New Caledonia1

Indonesia2

INDONESIA & NEW CALEDONIA

PBIT (S$ million)

55.9Year-on-year

NM*

NEW ZEALAND

PBIT (S$ million)

30.6Year-on-year

188%

MALAYSIA

PBIT (S$ million)

17.7Year-on-year

38%

MONGOLIA

PBIT (S$ million)

5.2Year-on-year

NM*

THAILAND

PBIT (S$ million)

4.9Year-on-year

407%

CHINA

PBIT (S$ million)

0.1Year-on-year

NM*

SRI LANKA

PBIT (S$ million)

-1.0Year-on-year

14%**

INDOCHINA (CAMBODIA, LAOS & VIETNAM)

PBIT (S$ million)

241.7Year-on-year

48%

SINGAPORE

PBIT (S$ million)

81.8Year-on-year

16%

PAPUA NEW GUINEA

PBIT (S$ million)

79.5Year-on-year

3%

1% Thailand

1% Mongolia

4% Malaysia

6% New Zealand

11% Indonesia & New Caledonia

16% Papua New Guinea

16% Singapore2

48% Indochina

CONTRIBUTION BY COUNTRY TO GROUP PBITIT

Group profi t1 of S$0.5 billion, an increase of 58%

Performanceby countries* NM = Not Meaningful** -S$0.9 million in FY2009

Over 40 brands catering to all price points and varied consumer needs through 37 brewery operations in 13 countries LEGEND

Figure refers to number of breweries

Notes1 Profi t before interest, taxation and exceptional items (“PBIT”)2 Excludes Corporate Offi ce

ASIA PACIFIC BREWERIES (SINGAPORE) PTE LTD459 Jalan Ahmad IbrahimSingapore 639934

ASIA PACIFIC BREWERY (HANOI) LIMITEDKm 15+500, Road 427Van Tao Commune, Thuong Tin DistrictHanoi, Vietnam

ASIA PACIFIC BREWERY (LANKA) LIMITEDDenver Estate, Kandy Road,Mawathegama, KurunegalaSri Lanka

CAMBODIA BREWERY LTDVillage Robos Angkagne,Commune Prek EngDistrict Kien Svay, Kandal ProvinceCambodia

DB BREWERIES LTDWaitemata Brewery1 Bairds RoadOtahuhu, Manukau 1640New Zealand

Tui BreweryState Highway 2Mangatainoka, PahiatuaNew Zealand

Mainland BrewerySheffi eld StreetWashdyke, Timaru 7940New Zealand

Monteith’s Brewing CompanyCrn Turumaha & Herbert StreetsGreymouth 7805New Zealand

Overseas Offi ce:Drinkworks LimitedSuite 2106, Level 21Westfi eld Tower 2,Bondi Junction, NSW 2022Sydney Australia

GRANDE BRASSERIE DE NOUVELLE CALEDONIE12 rue Harbulot PK6 BP 98 98845 Noumea Cedex New Caledonia

GUINNESS ANCHOR BERHADSungei Way BreweryLot 1135, Batu 9,Jalan Klang Lama, P.O.Box 144,46710 Petaling Jaya,Selangor Darul Ehsan, Malaysia

LAO ASIA PACIFIC BREWERIES LIMITEDNo. 16A, Unit 16, Ban Mixay, Chanthabouly District, Vientiane, Lao PDR, P.O.BOX: 3718

MCS-ASIA PACIFIC BREWERY LLCMCS Tiger BreweryPeace Avenue, 10th khoroo, Bayanzurkh District,Ulaanbaatar City, Mongolia

PT MULTI BINTANG INDONESIA TBK.Tangerang BreweryJl. Daan Mogot Km. 19 Tangerang 15122Indonesia

Sampang Agung BreweryJl. Raya Mojosari Pacet Km. 50Desa Sampang AgungKec. Kutorejo, Kabupaten MojokertoJawa Timur 61383Indonesia

SOUTH PACIFIC BREWERY LIMITEDSection 29, Allotment 3Aircorps Road, LaeP.O Box 168, LaeMorobe ProvinceNational Capital DistrictPapua New Guinea

Section 52 Allotment 46 P.O Box 6550, BorokoNational Capital DistrictPapua New Guinea

THAI ASIA PACIFIC BREWERY CO. LTD111 Moo 2,Bangbuathong – Suphanburi RoadTambol Saiyai, Amphur SainoiNonthaburi 11150Thailand

VIETNAM BREWERY LIMITED170 Le Van Khuong Street,Thoi An ward, District 12,Ho Chi Minh City, Vietnam

VBL DA NANG LIMITEDRoad No 6 & No 2, Hoa Khanh Industrial Zone, Lien Chieu District, Danang CityVietnam

VBL TIEN GIANG LIMITEDMy Tho Industrial Zone, Trung An Commune, My Tho City, Tien Giang Province, Viet Nam

VBL QUANG NAM LIMITEDDien Nam, Dien Ngoc Industrial Zone Dien Ban District – Quang Nam ProvinceVietnam

GUANGZHOU ASIA PACIFIC BREWERY CO. LTDRoom 205 206, No. 2 Punan Road, Huangpu District, GuangzhouPeople’s Republic of China

HEINEKEN-APB (CHINA) MANAGEMENT SERVICES CO. LTD379 Hong Mei Road (S)Shanghai 200237People’s Republic of China

HAINAN ASIA PACIFIC BREWERY COMPANY LTDNo. 8, Ye Hai Avenue,Jinpan Industrial District,Haikou City, 570206Hainan Province, People’s Republic of China

HEINEKEN TRADING (SHANGHAI) CO. LTD379 Hong Mei Road (S)Shanghai 200237People’s Republic of China

JIANGSU DAFUHAO BREWERIES CO., LTDJiangsu DFH Breweries Co., Ltd.39# Dongshi Street, Tongzhou, JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Nantong) Co., Ltd.53# Hedong Bei Road,Tangzha, Nantong,JiangsuPeople’s Republic of China

DFH Yancheng Brewery Co., Ltd.18# Nanxiang Road,Dafeng, Yancheng,JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Qidong) Co., Ltd.339# Henan Zhong Road, Qidong,JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Wujiang) Co., Ltd.12# Jiangtong Dong Road, Lili Town, JiangsuPeople’s Republic of China

KINGWAY BREWERY HOLDINGS LIMITEDShenzhen Kingway Brewery Co., Ltd.No.1 Dongchang Road, Luo’hu,Shenzhen, GuangDong Province,People’s Republic of China

Shenzhen Kingway Brewing Co., Ltd.No.1 Chuangye Road, Bao’an,Shenzhen, GuangDong Province,People’s Republic of China Kingway Brewery (Shantou) Co., Ltd.108 Cao Shan Road,Jinping Industrial Park,Shantou, GuangDong Province,People’s Republic of China

Kingway Brewery (Dongguan) Co., Ltd.North District,Songshan Lake Industrial Park,Dongguan, GuangDong Province,People’s Republic of China

Kingway Brewery (Tianjin) Co., Ltd.No.99 Huan He Xi Road,Logistics & Processing District of Airport, TianjinPeople’s Republic of China

Kingway Brewery (Xi’an) Co., Ltd.No.12 Feng Cheng Road,Xi’an Economy & Technology Development Zone,Xi’an, CPC, ShanXi Province,People’s Republic of China

Kingway Brewery Group (Chengdu) Co., Ltd.No. 99 Airport Road, High-tech Zones,Chengdu City, Sichuan ProvincePeople’s Republic of China Kingway Brewery (Foshan) Co., Ltd.North of the San Shan West Bridge,San Shan Logistics Park of PingZhou,NanHai District, FoShan,GuangDong ProvincePeople’s Republic of China

SHANGHAI ASIA PACIFIC BREWERY CO. LTD379 Hong Mei Road (S)Shanghai 200237People’s Republic of China

TIGER EXPORT PTE LTD459 Jalan Ahmad IbrahimSingapore 639934

All rights reserved. Some of the information in this report constitute ‘forward looking statements’ which refl ect Asia Pacifi c Breweries’ current intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which may be outside Asia Pacifi c Breweries’ control. You are urged to view all forward looking statements with caution. No information herein should be reproduced without the expressed written permission of Asia Pacifi c Breweries Limited. All information herein is correct at the time of publication. For updated information, please refer to www.apb.com.sg

strategic communicator and visual creatorgreymatter williams and phoa (asia)

APB_AR2010_CVR_FA_1512_MLtp new.indd 2 12/18/10 1:06 PM

1Brewing transformation and strength

Our year of transformation

+13.3%From S$1,526.3 million to S$2,511.1 million

+ 18.7%From S$131.6 million to S$261.0 million

+ 6.3%From S$3.43 to S$4.38

+12.6%From 15.0% to 24.1%

S$2,511 million+25.6% from S$1,999 million in FY2009

S$261 million+65.2% from S$158 million in FY2009

S$4.38+9.6% from S$4.00 in FY2009

24.1%+8.2 percentage points from 15.9% in FY2009

Revenue

Attributable profi t before exceptional items

Net asset value per share

Return on equity (before exceptional items)

FY2010 in review Compound annual growth rate

from 2006 to 2010

APB STI

APB’s share price performance vs Straits Times Index (STI)180

160

140

120

100

80

60

40

20

0Oct 2009 Nov 2009 Dec 2009 Jan 2010 Feb 2010 Mar 2010 Apr 2010 May 2010 Jun 2010 Jul 2010 Aug 2010 Sep 2010

Share priceHigh: S$17.28 (27 Sep 2010)Low: S$11.90 (18 Dec 2009)

Market capitalisation(as of 30 Sep 2010)S$4,440 million

Profi t before interest, taxation and exceptional items

S$500 millionup 58.2% from S$316.2 million in FY2009

Attributable profi t before exceptional items

S$261 millionup 65.2% from S$158.0 million in FY2009

Earnings per share before exceptional items

S$1.01up 65.2% from 61.2 cents in FY2009

2 Asia Pacifi c Breweries Limited

Annual Report

FY2010 was a year of transfor-mation for our business and our earnings. While we continued to strive for operational excellence to drive growth, our business un-derwent a fundamental reform following our acquisition of the leading breweries in Indonesia and New Caledonia as well as the disposal of our loss-making Indian operations.

We invested approximately S$454 million to purchase an 80.6% stake in the leading brew-ery in Indonesia and the rights to the Bintang brand that it owned. At the same time, we acquired an 87.3% interest in the lead-ing brewery in New Caledonia for approximately S$113 million. For the sale of our wholly-owned breweries in Andhra Pradesh and Maharashtra, India, we received about S$43 million.

Chairman’s Statement


The new businesses, together with our strong organic growth, accounted for the improvement in earnings and profi tability that the APB Group achieved in FY2010. I am pleased to report that revenue grew to S$2.5 billion, up a healthy 26% from the preceding year.


mended a fi nal net dividend of 52 cents per share. This, togeth-er with the interim dividend of 14 cents per share, brings to-tal net dividend for the year to 66 cents per share, as compared to 32 cents paid last year. This fi nal dividend, if approved by shareholders, will be paid on 18 February 2011.

Appreciation and

acknowledgments

APB’s good performance for FY2010 is the result of the com-mitment and hard work of our employees and management, as well as the wise counsel of my fellow Board members. I would like, especially, to express our heartfelt thanks to two vet-eran directors who have helped shape the history of APB.

Mr Goh Yong Hong, an inde-pendent director of the Com-pany, stepped down on 30 Sep-tember 2010 after 17 years on the APB Board. He was Chair-man of the Nominating Commit-tee and a member of the Audit and Remuneration Committees.

Mr Lee Yong Siang, also an in-dependent director, will be retir-ing at the upcoming Annual Gen-eral Meeting in January 2011. He has served as a director for 15 years, and is currently Chair-man of the Audit and Remunera-tion Committees and a member of the Nominating Committee.

These developments have brought about a strategic repo-sitioning of our business which further consolidates our position in the growth markets of ASEAN. With the inclusion of the two beer markets of Indonesia and New Caledonia, we saw an im-provement in the geographical mix of our operations. Indonesia is the largest economy and most populous country in Southeast Asia while New Caledonia pro-vides us with access to new ave-nues for further potential growth in the South Pacifi c.

Besides strengthening our position as a key regional brew-er in the Asia Pacifi c region, our earnings profi le has been further diversifi ed and enlarged. Having performed in line with expectations, the 8-month con-solidated results of the two new breweries have made them the fourth-largest contributor to Group PBIT.

The new businesses, together with our strong organic growth, accounted for the improvement in earnings and profi tability that the APB Group achieved in FY2010. I am pleased to report that revenue grew to S$2.5 bil-lion, up a healthy 26% from the preceding year.

Group profi t before inter-est, tax and exceptional items (PBIT) surged to S$500 million in FY2010 from S$316.2 million in

FY2009. This sizeable increase propels APB to a half-billion dol-lar PBIT company.

We also set ourselves a new record net income, with a 65% rise in attributable net profi t be-fore exceptional items (APBE) of S$261 million.

Earnings per share before ex-ceptional items rose 39.9 cents to S$1.01, while net asset value per share gained 38 cents to S$4.38. Net tangible assets per share fell from S$3.13 to S$1.82 when compared to the previous year, mainly due to goodwill aris-ing from the recent acquisitions in Indonesia and New Caledo-nia.

These results demonstrate the resilience and steady per-formance of the Group. Over the past fi ve years, our revenue has seen a compounded annual growth rate of 13% while that of PBIT and APBE are at 19%. Our operations remain robust with sound infrastructure and strong brand equity while our new busi-nesses in Indonesia and New Caledonia have further broad-ened our earnings base and mar-ket coverage in the Asia Pacifi c region.

Final net dividend

Given the improved profi t-ability as well as strength of the cash fl ow and balance sheet of the Group, the Board has recom-

We also set ourselves a new record net income, with a 65% rise in attributable net profi t before exceptional items (APBE) of S$261 million.

S$4.38Net asset value per share improved 38 cents to S$4.38

52 centsRecommended fi nal net dividend per share** Pending approval from shareholders

I would also like to take this opportunity to welcome Mr Bob Tan Beng Hai, who was appoint-ed an independent director on 1 October 2010, and is a mem-ber of the Audit, Nominating and Remuneration Committees.

Mr Philip Eng Heng Nee will be nominated as an independent director at the next Annual Gen-eral Meeting. Should sharehold-ers approve his appointment, Mr Eng will also be a member of the Audit, Nominating and Remu-neration Committees.

In conclusion, I wish to convey my appreciation to our business partners, customers, employees and shareholders for their invalu-able support throughout the year and look forward to their contin-ued partnership.

Simon Israel

Chairman


Annual Report

Chief Executive Offi cer’s ReviewChief Executive Offi cer’s Review

A signifi cantly stronger set of results

Our newly acquired breweries from Indonesia and New Caledonia have performed in line with expectations. They contributed signifi cantly to Group PBIT during the fi nancial year.

FY2010, the Year of the Tiger, proved to be a good year as the Group experienced strong profi t growth that was driven by contri-butions from the newly acquired breweries in Indonesia and New Caledonia and organically by sev-eral of our key markets.

Almost all of our markets enjoyed higher profi tability com-pared to the year before.

Indochina (comprising Cam-bodia, Laos and Vietnam) con-tinued to be our largest PBIT contributor and the key driver of organic growth. This region ac-counted for some 48% of APB’s total PBIT.

Our traditional stronghold markets, Singapore and Papua New Guinea each contributed about 16% to Group PBIT.

Particularly encouraging were the signifi cant PBIT improve-ments in New Zealand (nearly


China

The Group’s operations in China broke even, a turnaround from the S$5.9 million loss re-ported the year before. The im-proved performance was attrib-utable to a favourable sales mix and lower overheads.

Thailand

PBIT increased fi ve-fold to S$4.9 million while volume grew 2%. The jump in PBIT was large-ly due to a one-off distribution and licensing fee charge recog-nised the year before.

Mongolia

With volume surging 53%, PBIT improved to S$5.2 million compared to a loss of S$7.3 mil-lion the year before. This was attributable to an unrealised exchange gain of S$2.6 million from the currency realignment of the US dollar loans, compared to an unrealised exchange loss of S$5.4 million the year before. Excluding such exchange differ-ences, PBIT would have been S$2.6 million against a loss of S$1.9 million recorded the year before.

Indonesia and New Caledonia

We completed the acquisi-tions of breweries in Indonesia and New Caledonia on 10 Feb-ruary 2010. With the consolida-tion of their results, these new acquisitions contributed S$55.9 million to Group PBIT.

A portfolio of leading brands

APB now offers one of Asia’s most coveted brand portfolios, comprising over 40 international, regional and local brands. Tiger remains a choice brand at home in Singapore and in markets where it is served. It is currently available in 60 markets world-wide.

With the commencement of the Heineken distribution in Laos in June 2010, we now represent

the brand in nine Asian markets. Of these, we brew Heineken in eight markets, namely Singa-pore, China, Indonesia, Malaysia, New Caledonia, New Zealand, Thailand and Vietnam.

Our stake acquisition of the breweries in Indonesia and New Caledonia brought two iconic brands, Bintang and Number One, into the APB portfolio. Both are leading names in their respective countries and their inclusion further strengthens our portfolio.

Several other new brands were launched during the year. Local beer Namkhong was launched in Laos; Monteith’s Crushed Pear Cider was unveiled in New Zealand; and Tiger Crystal was introduced to Malaysia (as a limited edition) and Vietnam. The Tiger variant also recently made its debut in Singapore.

Such additions further diver-sify our brand portfolio, allowing the Group to craft opportunities for these brands to be introduced in new markets, further sharpen-ing our competitive edge.

Primed for further growth

Today, APB is supported by 37 breweries operating across 13 countries, placing us in a stronger position as a lead-ing brewer in the Asia Pacifi c region.

We have been proactive in expanding capacity and improv-ing productivity in all our existing breweries.

In Vietnam, several expan-sions took place over the year. We expanded the production capacities of our breweries in Ho Chi Minh City and Tien Giang to 2.8 million hectolitres and 650,000 hectolitres respec-tively. A year later, we com-missioned a new packaging line which doubled the packag-ing capacity of the brewery in Danang.

Our brewery in Mongolia be-

+48%PBIT gain in Indochina

S$55.9 millionPBIT contribution from new breweries in Indonesia and New Caledonia

three-fold) and Thailand (fi ve-fold). Mongolia stopped the red ink and turned profi table while China broke even.

Our newly acquired brewer-ies from Indonesia and New Caledonia have performed in line with expectations. They contrib-uted signifi cantly to Group PBIT during the fi nancial year.

Operations review

Singapore

PBIT climbed 16% to S$81.8 million. This improvement was due to better performances from domestic as well as export operations. Overall volume fell 7%, mainly due to the transfer of the distribution and manage-ment of Tiger beer in the United Kingdom to Heineken UK in August 2009.

Malaysia

PBIT improved 38% to S$17.7 million as a result of vol-ume growth of 10% and lower marketing expenditure.

Papua New Guinea

PBIT grew 3% to S$79.5 mil-lion, owing to better margins from price increases. This was despite a 2% dip in sales volume arising from liquor restrictions imposed in several regions.

New Zealand

PBIT rose to S$30.6 million in FY2010. The nearly three-fold jump was due mainly to a 4% volume gain, favourable sales mix and the appreciation of the New Zealand dollar.

Indochina

The region, particularly Viet-nam, continued its robust per-formance with a PBIT gain of 48% to S$241.7 million while volume rose 28%. Excluding gestation losses for Lao opera-tions and translation losses for the region, PBIT grew organi-cally by 56%.

came the fi rst and only beverage company in Mongolia to launch a new canning line in December 2009. This means that we are now able to transport our canned beers to regions far beyond the capital city of Ulaanbaatar, ena-bling us to create and capture previously untapped market op-portunities.

In March 2010, we commis-sioned a new brewhouse and canning line at our brewery in Lae, Papua New Guinea. A new canning line and fermentation storage tanks were also installed at our Sri Lanka brewery that same year.

More recently, the construc-tion of our 1 million-hectolitre greenfi eld brewery in Guangzhou was completed in December 2010. This is expected to ac-celerate our expansion in South China.

These developments will not only strengthen our infrastruc-ture and improve effi ciency, but also better equip our operations for future growth.

Appreciation

It has been an inspiring year for all of us at APB, and my ap-preciation goes out to each and every one of our staff. I would also like to express my thanks to the union, our customers and Board members for their unstint-ing support and wise counsel.

Roland Pirmez

Chief Executive Offi cer


Annual Report

We achieved S$0.5 billion

PBIT in FY2010, which is a historical high for APB, set-ting a new record profi t for the company. In addition, at-tributable profi t before excep-tional items increased 65% to S$261 million from S$158 mil-lion in FY2009.

The immediately accretive acquisitions of PT Multi Bin-

S$0.5 billion

PBIT increased 58% year-on-year with newly acquired breweries in Indonesia and New Caledonia contributing 11% of total PBIT.

tang Indonesia Tbk in Indo-nesia and Grande Brasserie de Nouvelle Caledonie S.A. in New Caledonia contributed 11% of total PBIT, diversifying our profi t mix and making us less dependent on any one specifi c region.

Indochina remains our larg-est profi t contributor, account-ing for 48% of total PBIT.

APB is now a company with profi t before interest, taxation and exceptional items of half a billion dollars

New Benchmark

Bottoms up to a benchmark bottom line


Annual Report

We have consolidated our leading position in ASEAN by entering Indonesia, South-east Asia’s largest economy. Through our investment there, we are now well-placed in Southeast Asia’s most pop-ulous country, expanding our footprint in this region.

Our platform in the South Pacifi c has broadened through the acquisition of the market leader in New Caledonia. We will capitalise on market op-portunities for growth and future expansion.

We now participate in two profi table beer markets via newly acquired breweries.

Here’s to a wider reach and stronger market leadership

New Markets 2 newly acquired profi table market leaders

PT Multi Bintang Indonesia Tbk in Indonesia and Grande Brasserie de Nouvelle Caledonie S.A. in New Caledonia


Annual Report

We have further diversifi ed our brand portfolio, allowing us to enhance our competitive edge and leverage on new po-tential opportunities.

During the year, local brand Namkhong was launched in

The addition of 2 new iconic beer brands, Bintang in Indonesia and Number One in New Caledonia, further strengthens our regional competitive edge.

2 new iconic beer brandsAPB has added 2 iconic beer brands, Bintang in Indonesia and Number One in New Caledonia.

over 40 brands

The best reason to drink: more beer brands

We have one of Asia’s most coveted brand portfolios, made up of over 40 international, regional and local brands

Laos; Heineken commenced distribution in Laos; Tiger Crys-tal was introduced in Vietnam and Malaysia (as a limited edi-tion); and Monteith’s Crushed Pear Cider made its debut in New Zealand.

Enhanced Portfolio


Annual Report 50,000bottles of

beer per hourOur brewery in Danang, Vietnam, commissioned a new bottling line to meet surging beer demand

Boosting Operations

Toast to greater capacity

Vietnam In 2009, we expanded the production capacities of our breweries in Ho Chi Minh City and Tien Giang to 2.8 million hectolitres and 650,000 hec-tolitres respectively. We com-missioned a new packaging line which doubled packag-ing capacity in our brewery at Danang.

Mongolia

Our brewery in Mongolia is the fi rst and only beverage company to set up a canning line in Mongolia.

Increased capacities of our breweries in key markets enabled us to further tap on growing beer demand.

Papua New Guinea

We commissioned a new brewhouse and canning line at our brewery in Lae.

Sri Lanka

Our brewery in Sri Lanka in-stalled a new canning line and added two fermentation stor-age tanks.

China

The construction of our 1 million-hectolitre green-fi eld brewery in Guangzhou was completed in December 2010.


Annual Report

Five-year Group Statistics

2006 2007 2008 2009(restated)

2010

Revenue $m 1,526.3 1,783.6 1,997.9 1,999.1 2,511.1

Profi t before interest, taxation and exceptional items $m 249.7 255.2 277.7 316.2 500.1

Profi t before taxation and exceptional items $m 249.9 248.2 273.4 313.6 500.8

Attributable profi t before exceptional items $m 131.6 132.6 131.9 158.0 261.0

Attributable profi t $m 129.9 133.7 123.7 172.4 263.1

Attributable profi t before exceptional items / Revenue % 8.6 7.4 6.6 7.9 10.4

Share capital and reserves $m 886.0 953.8 957.2 1,032.3 1,131.6

Total assets employed $m 1,558.6 1,725.4 1,711.8 1,746.5 2,324.2

Attributable profi t before exceptional items as a percentage of average shareholders’ equity % 15.0 14.4 13.8 15.9 24.1

Attributable profi t as a percentage of average shareholders’ equity % 14.8 14.5 13.0 17.3 24.3

Per share– Attributable profi t before exceptional items cents 51.2 51.4 51.1 61.2 101.1

– Attributable profi t cents 50.3 51.8 47.9 66.8 101.9

– Dividend for year (net) cents 30.0 32.0 32.0 32.0 66.0

– Net tangible assets $ 2.42 2.80 2.89 3.13 1.82

Dividend yield– based on highest share price for the year % 1.9 1.9 2.3 2.6 3.8

Group Financial HighlightsProfi t before interest, taxation and exceptional items ($m)

Attributable profi t before exceptional items ($m) Share capital and reserves ($m)

Note* Market capitalisation is based on share price at close

of business on fi rst trading day after preliminary announcement of full year results.

0 100 200 300 400 500 6002010 500.1

2009 316.22008 277.72007 255.22006 249.7

0 50 100 150 200 250 3002010 261.0

2009 158.02008 131.92007 132.62006 131.6

0 200 400 600 800 1000 12002010 1,131.6

2009 1,032.32008 957.22007 953.82006 886.0

Attributable profi t before exceptionalitems / Revenue (%)

Attributable profi t before exceptional items per share (cents)

Market capitalisation* ($m)

0 2 4 6 8 10 122010 10.4

2009 7.92008 6.62007 7.42006 8.6

0 20 40 60 80 100 1202010 101.1

2009 61.22008 51.12007 51.42006 51.2

0 1000 2000 3000 4000 50002010 4,750.5

2009 3,124.02008 2,633.42007 3,407.72006 3,948.6

Return on average shareholders’ equity before exceptional items (%)

Dividend yield based on highest share price for the year (%)

0 5 10 15 20 252010 24.1

2009 15.92008 13.82007 14.42006 15.0

0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.02010 3.8

2009 2.62008 2.32007 1.92006 1.9


Annual Report

Two-year Financial Highlights

Notes 2010 2009(restated*)

Change(%)

Profi t Statement

Revenue $m 2,511.1 1,999.1 25.6Profi t before interest, taxation and exceptional items $m 500.1 316.2 58.2Profi t before taxation $m 500.8 313.6 59.7Profi t after taxation $m 356.3 219.3 62.5Attributable profi t– before exceptional items 1 $m 261.0 158.0 65.2– after exceptional items 1 $m 263.1 172.4 52.6Balance Sheet

Shareholders’ equity $m 1,131.6 1,032.3 9.6Total assets $m 2,324.2 1,746.5 33.1Market capitalisation at 12 Nov 2010 (13 Nov 2009) 2 $m 4,750.5 3,124.0 52.1Financial Ratio

Return on average shareholders’ equity– Profi t before taxation % 46.3 31.5 – Attributable profi t before exceptional items 1 % 24.1 15.9 Profi t before interest, taxation and exceptional items as a percentage of revenue % 19.9 15.8 Profi t before taxation as a percentage of revenue % 19.9 15.7 Profi t after taxation as a percentage of revenue % 14.2 11.0 Per Share Data

Profi t before taxation $ 1.94 1.21 59.7Attributable profi t before exceptional items 1 $ 1.01 0.61 65.2Net tangible assets $ 1.82 3.13 -41.9Dividends (1-tier tax exempt) cents 66.0 32.0 106.3Dividend cover 3 times 1.53 1.91 -19.9Singapore Exchange prices Year to 30 September– High (27 Sep 2010) $ 17.28 12.30– Low (18 Dec 2009) $ 11.90 9.00 At 12 Nov 2010 (13 Nov 2009) 2 $ 18.40 12.10

Notes1. Attributable profi t: Profi t after taxation and non-controlling interests.2. Based on issued share capital at year end 30 September and market price is as per close of business on fi rst trading day after preliminary announcement of full year results.3. Dividend cover: Attributable profi t before exceptional items per share divided by net dividends per share.* The operating results have been restated for the reclassifi cation of the India subsidiaries disposed in February 2010 to discontinued operations.


Annual Report

Board of Directors

Mr Simon Israel, 57ChairmanNon-Executive and Non-Independent Director

Date of fi rst appointment as a director: 26 November 2007 Date of last re-election as a director: 29 January 2008Length of service as a director (as at 30 Sep 2010): 2 years 10 months

Academic & Professional Qualifi cation(s):– Diploma, Business Studies, The University of

The South Pacifi c

Present Directorships (as at 30 Sep 2010)Listed companies– Neptune Orient Lines Limited– Singapore Telecommunications Ltd– CapitaLand LtdOthers– Temasek Holdings (Private) Limited

Major Appointments (other than Directorships, as at 30 Sep 2010)– Singapore Tourism Board (Chairman)

Past Directorships in listed companies held over the preceding three years(from 01 Oct 2007 to 30 Sep 2010)– Fraser and Neave, Limited

Others– Previously Chairman, Asia Pacifi c of Danone

Asia Pte Ltd, and member of Executive Committee of Danone Group

– Previously held various positions in Sara Lee Corporation in the Asia Pacifi c region, including Country Manager/Zone Manager for Indonesia, the Philippines, the South Pacifi c and Thailand, and President (Household & Personal Care), Asia Pacifi c

Mr Roland Pirmez, 50Chief Executive Offi cerExecutive and Non-Independent Director

Date of fi rst appointment as a director: 1 October 2008Date of last re-election as a director: 20 January 2009Length of service as a director (as at 30 Sep 2010): 2 years

Board committee(s) served on:– Executive Committee (Chairman)

Academic & Professional Qualifi cation(s):– Engineering degree in Agriculture, University of

Louvain-la-Neuve, Belgium– Master’s degree in Brewing, University of

Louvain-la-Neuve, Belgium

Present Directorships (as at 30 Sep 2010)Listed companies– PT Multi Bintang Indonesia Tbk– Kingway Brewery Holdings Limited

Others– Previously Chief Executive Offi cer of Heineken

Russia– Previously General Manager of Thai Asia Pacifi c

Brewery Co Ltd– Previously Managing Director - Angola of

Heineken Group

Mr D R Hazelwood, 64 Non-Executive and Non-Independent Director

Date of fi rst appointment as a director: 30 January 1995Date of last re-election as a director: 20 January 2009Length of service as a director (as at 30 Sep 2010): 15 years and 8 months

Board committee(s) served on:– Audit Committee** alternating Member on annual rotational basis

with Mr Koh Poh Tiong

Academic & Professional Qualifi cation(s):– Fellow, The Institute of Chartered Accountants,

England and Wales

Present Directorships (as at 30 Sep 2010)Listed companies– Grupa Zywiec S.A.

Others– Previously Director Group Finance of

Heineken Group– Previously Director of Nigerian Breweries Plc


Mr Siep Hiemstra, 55Non-Executive and Non-Independent Director

Date of fi rst appointment as a director: 21 June 2005Date of last re-election as a director: 22 January 2010Length of service as a director (as at 30 Sep 2010): 5 years 3 months

Board committee(s) served on:– Executive Committee– Nominating Committee*– Remuneration Committee** alternating Member on annual rotational basis

with Mr Koh Poh Tiong

Academic & Professional Qualifi cation(s):– Bachelor’s degree in Business Administration,

School of Higher Economic Studies, Rotterdam– International management programmes

(Cambridge/IMD/Insead)

Present Directorships (as at 30 Sep 2010)Listed companies– PT Multi Bintang Indonesia Tbk– Kingway Brewery Holdings Limited– United Breweries LimitedOthers– Asia Pacifi c Investment Pte Ltd– Heineken Asia Pacifi c Pte Ltd (Chairman)

Major Appointments (other than Directorships)– President, Heineken Asia Pacifi c– Executive Committee of Heineken NV

Others– Previously held senior management positions

in Heineken Group in Europe, Africa and Asia Pacifi c

– Previously Corporate Director of Heineken Technical Services

Mr Koh Poh Tiong, 64Non-Executive and Non-Independent Director

Date of fi rst appointment as a director: 1 October 1993Date of last re-election as a director: 29 January 2008Length of service as a director (as at 30 Sep 2010): 17 years 9 months

Board committee(s) served on:– Executive Committee – Audit Committee*– Nominating Committee** – Remuneration Committee*** alternating Member on annual rotational basis

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

with Mr Siep Hiemstra

Academic & Professional Qualifi cation(s):– Bachelor of Science, University of Singapore

Present Directorships (as at 30 Sep 2010)Listed companies– Fraser & Neave Holdings Bhd– Kingway Brewery Holdings Limited – PT Multi Bintang Indonesia TbkOthers– Asia Pacifi c Investment Pte Ltd– The Great Eastern Life Assurance Co Limited– PSA Corporation Ltd– PSA International Pte Ltd

Major Appointments (other than Directorships)– Fraser and Neave, Limited (Chief Executive

Offi cer, Food and Beverage)– Singapore Kindness Movement (Chairman)

Others– Previously Chief Executive Offi cer of

Asia Pacifi c Breweries Limited– Previously Chairman of Agri-Food & Veterinary

Authority– Previously Singapore’s Representative

on APEC Business Advisory Council– Previously Chairman of School Advisory

Committee of Gan Eng Seng School– Previously Board Member of Singapore Youth

Olympic Games Organising Committee– Previously Director of National Healthcare

Group Pte Ltd– Previously Director of Media Corporation

of Singapore Pte Ltd– Previously Director of Television Corporation

of Singapore Pte Ltd– Previously Director of Wildlife Reserves

Singapore Pte Ltd– Previously Director of Jurong BirdPark Pte Ltd– Public Service Medal, 2007– Service to Education Award, 2007– DHL/The Business Times Outstanding CEO

of the Year Award, 1998


Annual Report

Board of Directors (CONTINUED)

Mr Lee Yong Siang, 75 Non-Executive and Independent Director

Date of fi rst appointment as a director: 1 January 1995Date of last re-election as a director: 22 January 2010Length of service as a director (as at 30 Sep 2010): 15 years 9 months

Board committee(s) served on:– Audit Committee (Chairman)– Nominating Committee– Remuneration Committee (Chairman)

Academic & Professional Qualifi cation(s):– PPA (Gold), B.E. (Malaya)– Master of Science, Harvard– Advanced Management Programmes

(Stanford/Insead)– Fellow, Institution of Civil Engineers, London

Present Directorships (as at 30 Sep 2010)– AGF Asset Management Asia Limited

Others– Previously Chief Executive of Public Utilities

Board– Previously Chairman of Tuas Power Ltd– Previously Chairman of Changi (Toa Payoh)

General Hospital– Previously Chairman of City Gas Pte Ltd

Mr Bob Tan Beng Hai, BBM, 58Non-Executive and Independent Director

Date of fi rst appointment as a director: 01 October 2010Date of last re-election as a director: - Length of service as a director (as at 30 Sep 2010): -

Board committee(s) served on:– Audit Committee – Nominating Committee (Chairman)– Remuneration Committee

Academic & Professional Qualifi cation(s):– Fellow, The Institute of Chartered Accountants

in England and Wales

Present Directorships (as at 30 Sep 2010)Listed companies– SMRT Corporation LtdOthers– Jurong Engineering Limited (Chairman)– Singapore LNG Corporation Pte Ltd (Chairman)– SINGEX Venues Pte Ltd (Chairman)– SINGEX Exhibitions Pte Ltd (Chairman)– SINGEX Exhibition Ventures Pte Ltd (Chairman)– SBF Holding Pte Ltd

Major Appointments (other than Directorships)– Institute of Technical Education (Chairman)– Singapore National Employers Federation (Vice-

President)– Singapore Business Federation (Honorary

Treasurer)– Tripartite Alliance for Fair Employment

Practices (Co-Chair)– Singapore Golf Association (President)

Others– Public Service Star Award – National Day

Award 2010– Friend of Labour Award (2000)

Mr Goh Yong Hong, 71Non-Executive and Independent Director

Date of fi rst appointment as a director: 1 October 1993*Date of last re-election as a director: 22 January 2010Length of service as a director (as at 30 Sep 2010): 17 years

Board committee(s) served on:– Audit Committee– Nominating Committee (Chairman) – Remuneration Committee

Academic & Professional Qualifi cation(s):– Bachelor of Laws (Honours), University of

Malaya, Singapore

Present Directorships (as at 30 Sep 2010)Listed companies– SC Global Ltd

Major Appointments (other than Directorships)– Seletar Country Club (Chairman)– Advisory Committee of Raffl es Town Club

(Chairman)– Singapore Amateur Swimming Association

(President)

Past Directorships in listed companies held over the preceding three years(from 01 Oct 2007 to 30 Sep 2010)– Guocoland Ltd

Others– Previously Commissioner of Police– Previously Executive Deputy Chairman of

Singapore Turf Club– Previously Vice President of Singapore National

Olympic Council– Previously Vice President of Singapore Sports

Council

* Resigned on 30 September 2010


Mr Kenneth Choo Tay Sian, 43Alternate Director to Mr Siep Hiemstra

Date of fi rst appointment as alternate director: 21 June 2005Length of service as alternate director (as at 30 Sep 2010): 5 years 3 months

Academic & Professional Qualifi cation(s):– Bachelor of Accountancy (Honours), Nanyang

Technological University, Singapore– Advanced Management Programme (Harvard

Business School)– Member, Institute of Certifi ed Public

Accountants of Singapore

Present Directorships (as at 30 Sep 2010)Listed companies– Kingway Brewery Holdings Limited** alternate to Mr Siep HiemstraOthers– Asia Pacifi c Investment Pte Ltd*– Heineken Asia Pacifi c Pte Ltd* alternate to Mr Siep Hiemstra

Major Appointments (other than Directorships)– Director, Regional Finance and Business

Development, Heineken Asia Pacifi c

Mr Huang Hong Peng, 51Alternate Director to Mr Koh Poh Tiong

Date of fi rst appointment as alternate director: 23 February 2009Length of service as alternate director (as at 30 Sep 2010): 1 year 7 months

Academic & Professional Qualifi cation(s):– Degree in Air Transport, Ecole Nationale

de l’Aviation Civile, Toulouse, France– Advanced Management Programme

(Harvard Business School)

Present Directorships (as at 30 Sep 2010)Listed companies– Fraser & Neave Holdings Bhd– China Dairy Group LtdOthers– Agrifood Technologies Pte Ltd (Chairman)– Asia Pacifi c Investment Pte Ltd** alternate to Mr Koh Poh Tiong

Major Appointments (other than Directorships)– Fraser and Neave, Limited (Deputy Chief

Executive Offi cer, Food and Beverage)– Agri-Food & Veterinary Authority of Singapore

(Board Member)

Others– Previously Regional Director, China/CEO’s

Offi ce of Asia Pacifi c Breweries Limited– Previously Assistant Director, Airport

Management of Civil Aviation Authority of Singapore

Mr R S Lette, 62Alternate Director to Mr D R Hazelwood

Date of fi rst appointment as alternate director: 19 June 1995Length of service as alternate director (as at 30 Sep 2010): 15 years 3 months

Academic & Professional Qualifi cation(s):– Commercial Diploma, Institute Montana,

Zugerberg, Switzerland– Advanced Management Programmes (IMD/

Insead)

Present Directorships (as at 30 Sep 2010)Listed companies– InnoTek Limited (Chairman)Others– Exerion Precision Technology Holding NV – Mansfi eld Manufacturing Company Ltd– Heineken Switzerland AG

Past Directorships in listed companies held over the preceding three years(from 01 Oct 2007 to 30 Sep 2010)– PT Multi Bintang Indonesia Tbk

Others– Previously Director of Ciba Geigy Pte Ltd– Previously Chairman of MeesPierson Asia

Pte Ltd– Previously Managing Director of Dresdner

South East Asia Pte Ltd– Previously Branch Manager and First Vice

President of Credit Suisse Singapore– Previously Director Electrowatt Pte Ltd


Annual Report

At the helm of our management team are individuals with a broad range of expertise. Collectively, they possess a proven track record.

Leadership Team

Mr Roland Pirmez Chief Executive Offi cer

Asia Pacifi c Breweries Limited

Ms Loy Juat BoeyDirector, Group Finance

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

Mr Chris KiddRegional Director, Indochina


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

Mr Bennett NeoRegional Director, Singapore Cluster and Cambodia

Mr Edmond NeoDirector, Group Commercial

Ms Geraldine LimDirector, Group Legal

Mr Lim Yew Hoe General Manager, CEO Offi ce

Mr Antonio ApostoloDirector, Supply Chain Asia Pacifi c

Ms Sarah KohGeneral Manager, Group Corporate Communications

Mr Malcolm TanRegional Director, China

Ms Yu Ping YuDirector, Group Human Resource


Annual Report

Mr Panya PongtanyaGeneral Manager, Thai Asia Pacifi c Brewery Co. LtdThailand

Mr Ong Chui SengGeneral Manager, Tiger Export Pte LtdSingapore

Mr Samson WongGeneral Manager, Shanghai Asia Pacifi c Brewery Co. LtdChina

Mr Stan JoyceGeneral Manager, South Pacifi c Brewery LimitedPapua New Guinea

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

Mr Koh Tai HongGeneral Manager, Cambodia Brewery LimitedCambodia

Mr Dusty AlahakoonGeneral Manager, Asia Pacifi c Brewery (Lanka) LimitedSri Lanka

Mr Larry LeeGeneral Manager, Asia Pacifi c Brewery (Hanoi) LimitedVietnam

Mr Charles IrelandManaging Director, Guinness Anchor BerhadMalaysia

Mr Melvyn NgGeneral Manager, Guangzhou Asia Pacifi c Brewery Co. LtdChina

Mr Kevin NgGeneral Manager, Hainan Asia Pacifi c Brewery Company LtdChina

Mr Ronnie TeoGeneral Manager, Lao Asia Pacifi c Breweries LimitedLaos

Leadership Team

Subsidiaries and associated companies


Mr David TengGeneral Manager, Vietnam Brewery LimitedVietnam

Mr Brian BlakeManaging Director, DB Breweries LimitedNew Zealand

Mr Doron Jack WijnschenkGeneral Manager, Grande Brasserie de Nouvelle Caledonie S.A.New Caledonia

Mr Lester TanGeneral Manager, MCS-Asia Pacifi c Brewery LLCMongolia

Mr Leo EversGeneral Manager, PT Multi Bintang Indonesia TbkIndonesia


Annual Report

* DBG (Australia) Pty Limited, a wholly-owned subsidiary of DB Breweries Ltd is trading as Drinkworks Limited in Australia.** The other 50% is owned by Asia Pacifi c Investment Pte Ltd, which is jointly and equally owned by Fraser and Neave, Limited and Heineken N.V.

Organisation Structureas at 8 December 2010

APB’s Shareholding

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

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

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

80% Cambodia Brewery Limited, Cambodia

100% DB Breweries Limited, New Zealand100% Drinkworks Limited*

87.3% Grande Brasserie de Nouvelle Caledonie S.A., New Caledonia

25.5% Guinness Anchor Berhad, Malaysia

50% Heineken-APB (China) Pte. Ltd., China**100% Heineken-APB (China) Management Services Co. Ltd100% Shanghai Asia Pacif ic Brewery Co. Ltd100% Hainan Asia Pacif ic Brewery Company Ltd100% Heineken Trading (Shanghai) Co. Ltd100% Guangzhou Asia Pacifi c Brewery Co. Ltd21.37% Kingway Brewery Holdings Limited49% Jiangsu Dafuhao Breweries Co., Ltd

68% Lao Asia Pacif ic Breweries Limited, Laos

55% MCS-Asia Pacif ic Brewery LLC, Mongolia

80.6% PT Multi Bintang Indonesia Tbk, Indonesia

75.81% South Pacif ic Brewery Limited, Papua New Guinea

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

100% Tiger Export Pte Ltd, Singapore

60% Vietnam Brewery Limited, Vietnam100% VBL Da Nang Limited100% VBL Tien Giang Limited80% VBL Quang Nam Limited


Annual Report


Annual Report

SINGAPORE PAGE 24

PAPUA NEW GUINEA PAGE 30

THAILAND PAGE 36

SRI LANKA PAGE 42

MALAYSIA PAGE 26

CHINA PAGE 38

EXPORT MARKETS PAGE 44

NEW ZEALAND PAGE 28

INDOCHINA PAGE 32

MONGOLIA PAGE 40

NEW MARKETS PAGE 46

All time high in the Asia Pacifi c and beyond.

Business Review


Annual Report

Business Review Singapore

A good year for SingaporeDuring the fi nancial year, revenue and PBIT from Singapore were S$472.2 million and S$81.8 million respectively.

The results of our Singapore market take into account both domestic and export operations. During the fi nancial year, revenue and PBIT from Singapore were S$472.2 million and S$81.8 mil-lion respectively. Versus the year before, PBIT grew 16%, due to better performances both from our export business as well as at home where domestic volume increased marginally.

The rapid growth of the Sin-gapore economy presented the

1. Tiger fully maximised its brand exposure in the Year of the Tiger.

2. Heineken continually excites its consumers through innovative marketing and events such as the successful T.G.I.M campaign.

3. Baron’s Strong Brew continued to build on its European heritage and infl uence consumption choice.

1

2 3


2

company with several opportuni-ties that we were quick to seize. Although the beer market con-tinued to see an infl ux of beer imports that further intensifi ed competition, there also had been an increase in tourist arrivals. With the development of the two integrated resorts contributing to a burgeoning tourism and entertainment sector, we have since secured alliances with them that grew our visibility and distribution.

A portfolio that performs

In the Year of the Tiger, Tiger beer left no stone unturned when it came to maximising brand exposure. Apart from de-ploying above-the-line thematic campaigns for Tiger, tactical consumer activities and online initiatives were also important in maintaining consumer excite-ment. Further underlining its as-sociation with football, Tiger was the broadcast sponsor of the FIFA World Cup and Barclays Premier League.

Meanwhile, Heineken lever-aged prominent international campaigns and sustained its highly effective music platform to connect with discerning young adults. These efforts have main-tained the international appeal of the brand and thereby deliv-ering a higher volume during the year.

ABC Extra Stout, Anchor and Baron’s Strong Brew focused on widening their distribution chan-nels during the year. A stronger distribution enabled better sup-port for the various brand promo-tions and campaigns rolled out.

For consumers who prefer to discover a beer out of the or-dinary, our range of Archipelago draft beers will meet that need.

As part of ongoing measures to enhance consumer offering, the company commenced dis-tribution of Kirin Ichiban beer in Singapore in January 2010.

16%PBIT growth


Annual Report

Business Review Malaysia

Malaysia continues to deliver

Standing out, Heineken continued to harness music platforms such as the Heineken Green Space to connect with its drinkers.

APB participates in the beer market of Malaysia through our 25.5% stake in Guinness Anchor Berhad.

APB’s share of PBIT stood at S$17.7 million, 38% higher than

Profi tability of the business has grown on the back of a 10% rise in volume and lower marketing expenditure.

where growth in the last 12 years has been limited by the high ex-cise duties imposed.

Attracting and retaining

consumers

Riding on the improving eco-nomic sentiment, the company forged ahead with its diversifi ed portfolio of distinctive brands, each with its clear-cut positioning and consistent messaging.

To build brand affi nity and recruit new consumers, Tiger

continued its proven strategy of focusing on football and music marketing. Tiger FC, a platform which Tiger adopts to associate with football and build brand loy-alty in the country, today boasts a strong membership of more than 100,000. Alongside, the brand tapped sustainable music campaigns and events such as the Oktoberfest which further extended the exposure of Tiger. Aligned with its objective to keep growing its pool of drinkers, a

the year before. Profi tability of the business has grown on the back of a 10% rise in volume and lower marketing expenditure. This credible performance was achieved in a fl at beer market


Guinness celebrated 250 years of greatness on Arthur’s Day with a live music concert in Kuala Lumpur.

Anchor, a “catalyst for fun”.

38%PBIT growth

ties and an aggressive distribu-tion drive. During the year, Anchor unveiled a new brand identity and packaging which served to under-line its qualities as a smoother, more refreshing lager.

As a heritage brand known for its quality in Malaysia, Guinness

sustained its popularity through fun and sociable experiences like Arthur’s Day and St Patrick’s Day which were relevant to con-sumers; as well as effective ini-tiatives that drove trials and brand visibility.

sian debut in 2010. In line with these efforts, digital communica-tions were increasingly utilised to add dimension in the marketing of Heineken.

Anchor achieved growth in both brand equity and volume owing to increased brand activi-

Tiger variant, Tiger Crystal was in-troduced in Malaysia as a limited edition in April 2010.

Heineken reinforced its in-ternational image by capitalising on the global sponsorship of the UEFA Champions League. Con-currently, Heineken harnessed music as a platform to project its appeal to trendsetters. In addition to successes such as the Heineken Green Room and Rainforest World Music Festival, Heineken Thirst made its Malay-


Annual Report

The introduction of a new variant Tui Blond further boosted the popularity of the local Tui brand.

Amidst a diffi cult market strug-gling for a sustainable economic recovery, our wholly owned sub-sidiary in New Zealand made a strong recovery as compared to a year ago. PBIT increased nearly threefold to S$30.6 million while revenue gained 23% to S$456 million. These encouraging re-sults were mainly due to a 4% volume increase, a favourable sales mix and the appreciation of the New Zealand dollar.

Sound brand performance

Two key brands, Heineken and Tui, maintained their strong

Business Review New Zealand

PBIT increased nearly threefold to S$30.6 million while revenue gained 23% to S$456 million mainly due to a 4% volume increase, favourable sales mix and the appreciation of the New Zealand dollar.

followings. Heineken enjoyed a resounding turnaround in volume as compared to the previous year, owing to strategic above-the-line communications and sponsor-ships as well as product and packaging innovations. Growth of the popular Tui brand was posi-tive because of consumer loyalty that was reinforced through con-certed marketing as well as the launch of a new lager, Tui Blond.

During the year, the Export range of beers secured a higher profi t margin than the year be-fore. Apart from renewing its af-fi liation with consumers through

A recovery for New Zealand


188%PBIT growth

a campaign that showcased its 50-year history, the Export range also saw a packaging update for Export Gold and Export Dry that gave the beers an updated iden-tity.

New Zealand’s craft beer market continued to grow in FY2010. To capitalise on this, we launched Monteith’s Crushed Pear Cider in September 2010 to further increase the appeal of the Monteith’s brand. This followed the success of Monteith’s Crushed Apple Cider that was launched the year before.

Tiger continued to grow in vol-ume. Its brand image of “urban street cool” was delivered by Tiger Translate, an art and music event; Tiger Art, street art mu-

rals in bars; and Tiger Digital, an online platform that engages top creative artists and musicians. Visibility of Tiger was maximised through its point of sales across all channels.

An award winning year

2010 turned out to be an award-winning year for our brew-ery and beer brands in New Zealand. At the 2010 BrewNZ Awards, we collected a total of

At the BrewNZ Awards, our brewery in New Zealand was crowned the 2010 New Zealand Champion Brewery.

fi ve trophies and eight medals. In fact, we were crowned the 2010 New Zealand Champion Brewery at this prestigious event.


Annual Report

Business Review Papua New Guinea

Papua New Guinea celebrates another year of growth

Our business in Papua New Guinea remained one of our top PBIT contributors. The operations there recorded a PBIT gain of 3% to almost S$80 million while rev-enue was S$262.4 million. The stronger performance was attrib-utable to improved margins from price increases. This was despite a 2% dip in volume arising from liquor restrictions imposed in sev-eral regions in the country.

Beers for every occasion

Three key brands - SP Lager, South Pacifi c Export Lager and Niugini Ice – are tapped from our two breweries situated in Lae and Port Moresby.

Mainstay SP Lager is posi-tioned as everybody’s beer for every occasion. Through its spon-sorships of local rugby league and the national rugby team of Papua New Guinea, the brand has es-tablished itself as the “national beer” of the country. To sustain

We have further primed ourselves to capitalise on the growth potential of the beer market in Papua New Guinea.

SP Lager, South Pacifi c Export Lager and Niugini Ice are brewed at our brewery in Lae.


3%PBIT growth

South Pacifi c Export Lager maintained rapport with drinkers through sponsorships of sporting events that were pegged at the international level.

visibility, SP Lager continued the successful “BIG TIME” market-ing campaign that has been pro-moting the brand as an integral part of celebration.

Targeting working profession-als, South Pacifi c Export Lager threw its support behind golf and rugby events, both of which are part of the international league. Meanwhile, the country’s coolest beer, Niugini Ice enjoyed rising popularity amongst urban young adult consumers whom the brand has actively targeted through its strategic marketing.

Priming for the next lap

A major milestone for the year was the commissioning of a brewhouse and canning line at the brewery in Lae in March 2010. This has given us additional capacity and capabilities to better address beer demand and keep delivering brews of the fi nest quality.

We are currently upgrading the warehouse facilities of the brewery in Port Moresby. The re-sulting enhancement will enable us to further prime ourselves to capitalise on the growth potential of the beer market in Papua New Guinea.

Our business in Papua New Guinea stayed as one of our top performing operations.

The new brewhouse and canning line at Lae brewery have enhanced our capabilities to meet potential beer demand in the market.


Annual Report

Business Review Indochina

Indochina retains pole position

Indochina, comprising Viet-nam, Cambodia and Laos, was again the largest PBIT contributor in FY2010. The region, particu-larly Vietnam, has grown robustly with volume surging 28%. Reve-nue rose 13% to S$935.4 million while PBIT saw an outstanding gain of 48% to S$241.7 million.

Vietnam surges ahead

APB engages in the Vietnam-ese beer market through our 60%-owned subsidiary that man-ages four breweries in the south and central regions; as well as a wholly-owned brewery in north-ern Vietnam.

The beer market of Vietnam has been growing at an annual

The Indochina region, particularly Vietnam, has grown very robustly with volume surging 28%. Revenue rose 13% to S$935.4 million while PBIT saw an outstanding gain of 48% to S$241.7 million.

1. Heineken ushered in the new year with a massive countdown party in Vietnam.

2. Tiger launched a limited edition aluminium bottle as part of the Tet celebration.

1

2


Vietnam To fulfi l rising demand for our beers, we commissioned a new 50,000 bottles-per-hour bottling line at our brewery in Danang in August 2010.

average rate of 13% in recent years. This phenomenon was in line with the rapid economic development of the country and well-sustained by its large young population with rising affl uence. Concurrently, a growing tourism sector has also accelerated beer

48%PBIT growth

demand and brought about great-er prospects to the industry.

In view of the rising opportuni-ties which are now not only con-centrated in the two major cities of Ho Chi Minh and Hanoi, but also in regions beyond, we have invested steadily in brand building

to further strengthen our brands in the existing marketplace and hastened the pace of extending them to new territories.

This strategy has paid off as demand for our brands, Tiger, Heineken and Biere Larue, rose signifi cantly over the previous year. Both Tiger and Heineken have continued to benefi t from successful marketing such as a Tet (Vietnamese New Year) pro-motion programme, above-the-line campaigns as well as novel consumer engagement events. To further improve the brand equity of Tiger in Vietnam, Tiger Crystal was introduced as yet an-other premium choice option in November 2009.

During the year, Biere Larue which dates back to 1909 and en-joys strong popularity in the cen-tral region, was locally brewed in Hanoi for distribution in the northern provinces of Vietnam. Meanwhile, the brand also sig-nifi cantly accelerated its growth in the southern provinces, be-yond its core markets of Danang and Quangnam. Today, the Biere Larue brand is available in over 40 provinces in Vietnam.

To fulfi l rising demand for our beers, we commissioned a new 50,000 bottles-per-hour bottling line at our brewery in Danang in August 2010. The investment is part of a multiphase investment programme that will also include a new brewhouse, fermentation tanks and a warehouse.

This milestone marked yet another capacity enhancement in over a year since we last ex-panded the production capacities of our breweries in Ho Chi Minh City and Tien Giang to 2.8 million hectolitres and 650,000 hectoli-tres respectively in 2009.


Annual Report

Business Review Indochina (CONTINUED)

Cambodia rejuvenates brands

During the fi nancial year, our 80%-owned brewery in Cam-bodia contended with increased competition in an economy that has yet to fully recover from the recent recession. The environ-ment worsened when the excise tax was revised upwards by 5% in March 2010.

To overcome the challenges, we stepped up brand investment efforts across the board, further strengthened our distribution and improved effi ciency.

To stand out from the compe-tition, Anchor underlined its posi-tion as a catalyst for fun through a brand rejuvenation exercise that included new thematic com-munications, a packaging up-

Cambodia Our brewery further differentiated itself from the competition by obtaining ISO 22000 certifi cation in September 2010.

Tiger is embraced as a world-class beer in Cambodia.


grade, a credential campaign and proactive consumer engagement through a Rave Tour.

ABC Extra Stout also em-barked on a new thematic cam-paign by harnessing various media to convey its brand propo-sition of “Savouring Success”.

Meanwhile, Tiger continued to promote its world-class qual-ity through above-the-line com-munication of its international credentials and most recent gold award at the World Beer Cup. At the same time, brand awareness and consumer interests were generated by promotions and events like Oktoberfest and Tiger Translate.

Also, leveraging on a reputa-tion of superior quality but at an affordable price was Gold Crown. To drive volume, the brand stra-tegically utilised billboards which effectively enhanced brand vis-ibility, actively organised wedding promotions and sponsored popu-lar local events like the Water Festival which enhanced brand affi nity with consumers.

Our brewery further differenti-ated itself from the competition by obtaining ISO 22000 certifi ca-tion in September 2010. This ac-creditation for food safety recog-nises the integrity of our brewery and affi rms it as a brewer that produces fi ne quality beers.

Laos widens portfolio

Laos completes the footprint of APB in the high-growth Indo-china market. In its second year of operations, our 68%-owned joint venture brewery in Laos saw volume doubling as compared to a year ago.

The higher sales volume was due to the introduction of a new local brand, Namkhong, as well as the commencement of our

Laos In its second year of operations, our 68%-owned joint venture brewery in Laos saw volume doubling as compared to a year ago.

distribution of Heineken in the Lao beer market. These additions to our portfolio of Tiger and ABC Extra Stout have enabled stronger market penetration and enhanced our brand offering in the market.

Namkhong was launched in October 2009. To build and sus-tain its affi nity with local con-sumers, the brand got behind Petanque, the popular game of

boules; as well as Lao traditional boat racing. In addition, Nam-khong also organised Pimai Lao (Laotian New Year) celebrations which induced trials and added to volume.

We assumed distribution of Heineken in June 2010. Having made steady progress during the year, the next step will be to raise visibility of the brand at suitable

outlets.Visibility of Tiger continued

to increase through its associa-tion with football and the brand has successfully leveraged on viewing parties at key outlets to achieve that objective. To further drive volume and recruit new Tiger drinkers, we implemented tactical promotional campaigns targeted at drinkers.


Annual Report

Business Review Thailand

Thai market faces continued pressure

We participate in the Thai beer market through Thai Asia Pacifi c Brewery Co. Ltd in which we hold a 36.84% stake. In FY2010, our share of PBIT from Thailand increased fi ve-fold to S$4.9 mil-lion.

Our beer volume grew 2% in the beer market which shrank due to political unrest, causing a negative impact on the tourism

In FY2010, our share of PBIT from Thailand increased fi ve-fold to S$4.9 million.

and entertainment industries dur-ing the year. Mounting pressure from the restrictive government alcohol policy that regulates alco-hol sales and promotion is mak-ing it increasingly diffi cult to mar-ket beer brands within Thailand. In overcoming the challenges, we reconfi gured our market-ing approach to ‘below-the-line’ activities through establishing

closer connections with consum-ers at the point of consumption and remaining focused on opera-tional excellence and distribution enhancement.

Innovating our brands

Bolstered by a series of inno-vative packaging, brand activities and communication, Heineken maintained its status as the pre-

1


407%PBIT growth

ferred premium international beer.

Through the lead sponsorship of the Royal Trophy Tour involv-ing top ranked golfers from Asia and Europe, and leveraging con-sumer activities around the UEFA Champions League, Heineken successfully reinforced its inter-national stature.

Via the Heineken Greenspace Beer Park, we provided consum-ers with a roof-top experience in a very unexpected and unique location with entertainment from some of Thailand’s top music art-ists.

Following three years of suc-cess for the popular Tiger Trans-late, Tiger created a platform that brought local and international musicians and artists together in an event that allowed the brand to directly engage with its core consumers and provide memora-ble experiences. This niche was reinforced by the sponsorship of the Big Mountain Music Festival that attracted over 20,000 peo-ple.

In seeking out new opportuni-ties and consumption occasions, Tiger Crystal Light continued to improve its position amongst foreigners and tourists with cam-paigns targeted at expanding dis-tribution and raising awareness of its appeal.

1. Heineken, embraced as a premium offering in Thailand.

2. Tiger positioned itself as a lifestyle brand through the successful Tiger Translate platform.

2


Annual Report

Business Review China

China improves distributionIn southern China, both Tiger and Heineken achieved signifi cant volume increases.

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APB’s strategic engagement with the world’s largest beer market is executed through Heineken-APB (China) Pte Ltd (HAPBC), a joint venture of which we own 50%. HAPBC, in turn, wholly-owns brewery operations in Shanghai and Hainan as well as invests in two Chinese brewing groups, Jiangsu Dafuhao Brewer-ies Co. Ltd and Kingway Brewery Holdings Limited.

Our business in China turned around during the year under re-view. Our share of PBIT stood at S$0.1 million as compared to a loss of almost S$6 million the year before. Favourable sales mix and stringent cost control meas-ures were key reasons for the improved performance.

In southern China, both Tiger and Heineken achieved signifi cant volume increases. An-chor, which is brewed and distrib-uted in Hainan, saw double-digit volume growth in spite of grow-ing competition.

The results can be attributed to a more robust sales and dis-tribution network which HAPBC has developed as well as appro-priate marketing initiatives that


improved brand exposure there-by increasing brand equity. These measures have made our beers highly accessible, appealing and visible, particularly in south-ern China where Guangdong, the most profi table and fastest growth beer market in the coun-try, is situated.

To capitalise on the growth opportunities in Guangdong and cater to the improved demand, HAPBC has just completed the construction of a new brewery in Guangzhou in December 2010.

Differentiating our brands

During the year, HAPBC kept its focus on building brand eq-uity for each of its beer brands, deploying the most suitable trade channels, campaigns and events that set them apart from the competition.

Through exciting above-the-line campaigns, consumer activa-tions and lifestyle platforms such as Tiger Translate, Tiger effective-ly engaged the discerning young adult drinkers as it maintained its profi le as a premium offering.

In the case of Heineken, build-ing of brand equity took the form of experiential platforms and as-sociations with world-class sport-ing events such as the UEFA Champions League and Shang-hai ATP Masters 1000 that under-lined its super-premium status.

Reinforcing its proposition as a catalyst for fun, Anchor benefi ted from above-the-line campaigns and promotions that struck a chord with its audiences. Anchor also maximised its brand exposure through sponsorships including the Anchor Cup Hainan Volleyball League and Anchor Cup Hainan Basketball League.

1. Through consumer activations and the sponsorship of world-class events, Heineken effectively engaged discerning drinkers and achieved a signifi cant volume increase.

2. Tiger Crystal, catering to the preference for light beers in the Chinese beer market.

3. Anchor beer was the offi cial sponsor and co-organiser of Anchor Cup Hainan Volleyball League.

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Annual Report

Business Review Mongolia

Growth in Mongolia Overall, our beer volume rose 53%, owing to a sound distribution network, concerted brand building efforts as well as a more buoyant beer market that grew on the back of the economic recovery there.

Our operation in Mongolia cel-ebrated a year of robust growth, generating revenue of S$23.2 million and PBIT of S$5 million. Overall, our beer volume rose 53%, owing to a sound distribu-tion network, concerted brand building efforts as well as a more buoyant beer market that grew on the back of the economic re-covery there.

Making further advancement in this market, we commissioned a new 17,000 cans-per-hour packaging line, Mongolia’s fi rst in the food and beverage manufac-turing sector, in December 2009. As cans can be easily transport-ed, we are now able to bring our canned beers to the vast hinter-land.

Ensuring a quality portfolio

Being relatively new to the market, building a strong founda-tion for the brands remained a focus for the year. Towards this end, we concentrated on building brand equity in a locally relevant way.

Brewed in Mongolia and famed for its superior quality of international standard, Tiger has

In Mongolia, the lifestyle platform, Tiger Translate has been established as the most innovative and artistic celebration of East-meets-West.


53%Volume growth

proven to be a brand that locals can relate to. Through its asso-ciation with Tiger Translate, a life-style platform, and soccer, Tiger sustained rapport with its audi-ence while underlining its profi le as a premium offering.

Meanwhile, Sengur which ca-ters to the preference for lighter tasting beer, saw its popularity surge during the year. Its volume almost doubled versus the year before. Making steady headway in the Mongolian beer market was also Jalam Khar that was in-troduced in 2009.

Apart from convincing local consumers, the superior quality

of our local beers, Sengur and Jalam Khar, was recognised at the 2010 Australian International Beer Awards. The former bagged a second successive silver win while the latter won a bronze medal. During the year, Jalam Khar also claimed the Grand Prix at the “Made In Mongolia” Expo organised by the Ministry of Food, Agriculture and Light Industry.

A refl ection of our stringent production standards, the brew-ery achieved triple certifi cation in ISO 9001-2000, ISO 22000 and Hazard Analysis Critical Control Point Food Safety System in April 2010.

Popularity of Sengur rose and its volume almost doubled compared to the previous year.


Annual Report

Business Review Sri Lanka

In addition to existing legisla-tive restrictions on marketing, an excise tax hike was imposed in Sri Lanka during the year. Nev-ertheless, the overall beer indus-try grew in 2010, fuelled by the revival of tourism and economic activity and the opening up of the northern and eastern markets fol-lowing the end of the long-drawn civil war.

Correspondingly, our sales vol-ume grew signifi cantly by 37%. Our business in Sri Lanka regis-tered a revenue of S$17.7 mil-lion, up 35% versus a year ago. However, given the higher prices of raw materials and marketing expenditure, a loss of S$1 million was reported.

Post-war Sri Lanka enroute to recoveryOur business in Sri Lanka registered revenue of S$17.7 million, up 35% versus a year ago.

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Sterling brand performance

In a market that is currently heavily skewed towards high-alcohol beers, our strategy is to inject variety by developing a portfolio of international and local brands.

At the same time, since strong beers are still expected to grow at a faster rate, we re-launched local brand Bison as Bison Super Strong in June 2010. This serves to complement Baron’s Strong Brew which recorded signifi cant volume growth. Meanwhile, ABC Extra Stout and Anchor also secured substantial volume gains during the year under review.

The robust performance of


37%Volume growth

our brands is largely due to an improved sales and distribution network. To cover new locations and extend our geographical presence, we appointed two ad-ditional distributors. At the same time, we enhanced our trade in-centive schemes to forge long-term relationships with existing distributors and sustain volume growth.

For three consecutive years, we have sponsored the TNL On-Stage band competition and the largest food and beverage event in Sri Lanka, Culinary Art 2010 as well as major events such as the Hotel Show 2010 and the Mark Bostock Golf Tournament.

Boosting coverage and

capacity

To optimise brewery perform-ance, a canning line was com-missioned to complement the bottling line. This enabled us to launch Anchor and Baron’s Strong Brew in cans in October 2010. In anticipation of increasing demand, we began to enhance brewery capacity, with three ad-ditional fermentation tanks, of which two are already operational in December 2010.

1. We leveraged sponsorships of large-scale and high-profi le events like “Culinary Art 2010”, through which Anchor garnered interest amongst consumers during the year.

2. ABC Extra Stout secured substantial volume gains in FY2010.


Annual Report

Business Review Export Markets

Export profi ts triple on higher demand Seeding new markets remained a priority, with Bali, Benin, Guam, Iceland, Liberia, Nepal and Uruguay joining the roster of locations where Tiger can be found.

As the economic crisis wore on during the year, major Euro-pean and American beer markets continued to experience declining beer consumption, especially in the imported beer category. De-spite the challenging trading en-vironment, our export business pressed on with its pursuits.

The profi tability of our export business almost tripled as com-pared to the year before. This was largely due to the fall in op-erating costs following the trans-fer of the management of Tiger beer in the United Kingdom (UK) to Heineken UK in 2009. The im-

1. Tiger’s brand appeal as a premium Asian beer was further enchanced through Tiger Translate.

2. Giant digital origami Tigers specially created as part of Lunar New Year celebrations in Sydney, Australia.

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3. Consumers drink to a unique Asian experience with Tiger beer.

4. To maintain its premium positioning and differentiation in the West, Tiger is marketed as an exotic brand with a Far East mystique.

proved bottom line was also a re-sult of better cost management and higher demand in the mar-kets beyond UK.

In particular, we achieved credible volume gains in the ex-port markets of Bangladesh, Riau Island, the Middle East, USA and Canada. The implementation of a Free Trade Zone in the Riau Is-lands was a boon to our business. Meanwhile, improved distribu-tion in the USA and Canada, the successful penetration of Baron’s Strong Brew into Bangladesh, and the rollout of Tiger Super Cold in the Middle East were fac-tors that contributed to volume growth in these markets.

Building the brand footprint

and stature

Seeding new markets re-mained a priority, with Bali, Benin, Guam, Iceland, Liberia, Nepal and Uruguay joining the roster of loca-tions where Tiger can be found. Currently, we export to almost 50 countries worldwide.

We remain dedicated in invest-ing in the Tiger brand to further enhance its appeal as a premium Asian beer import, especially in the strategic markets of USA and Germany. Apart from organ-ising Tiger themed events and campaigns that cultivated brand awareness and acceptance, we persisted with distribution pen-etration into key on-premise out-lets to further extend its reach and consumer base for future growth.

Our strategic investment in-cluded partnerships with those who share our commitment. Recently, we granted Heineken Ireland exclusive rights to im-port, market and distribute Tiger in Ireland from 1 October 2010. Its track record of brand building, extensive distribution network and familiarity with the Irish beer market are important fundamen-tals that will take Tiger to another level of success in the Irish beer market.

43


Annual Report

Business Review New Markets

Indonesia and New Caledonia give cause for cheer

In February 2010, we success-fully acquired controlling stakes in PT Multi Bintang Indonesia Tbk (MBI) and Grande Brasserie de Nouvelle Caledonie S.A. (GBNC) which are located in Indonesia and New Caledonia respectively. We own an effective interest of 80.6% in the former and an 87.3% interest in the latter.

In the year under review, the consolidated earnings from the two new businesses added al-most S$56 million to Group PBIT for the fi rst time. Together, their eight-month results accounted for 11% of Group PBIT.

In the year under review, the consolidated earnings from the two new businesses added almost S$56 million to Group PBIT for the fi rst time.

Indonesia Our brewery was named Best ROE Company and ranked second Best ROA Company by SWA Magazine, a reputable business publication in Indonesia.

owing to price increases. At the same time, due to proactive cost management, the profi tability of the company further improved.

In July 2010, in recognition for its improved Return On Eq-uity (ROE) and Return On Assets (ROA), our brewery was named Best ROE Company and ranked second Best ROA Company by SWA Magazine, a reputable busi-ness publication in Indonesia.

To sustain our success in the market, we have stayed focused on achieving top line growth. Through concerted marketing, we continued to strengthen the brand equity of Bintang and rein-force its affi nity with the commu-nity. Bintang occupies a strong market position as a friendly, high quality and quintessential Indo-nesian beer that promotes to-getherness. These values were constantly being communicated; and recently underlined through a new thematic campaign “Ber-sama Kita Bintang” (Together We

Indonesia grows through

strategic marketing

Our Indonesian brewery busi-ness operates two breweries on the island of Java, near Jakarta and Surabaya. Besides being synonymous with the country’s iconic Bintang beer brand, we also brew and serve Heineken in the Indonesian beer market.

During the eight-month period under review, we encountered an increase in excise tax which neg-atively impacted the growth of the Indonesian beer market and our sales volume. Nevertheless, a higher revenue was reported,

The Bintang brand reinforces its affi nity with the community through its new thematic campaign “Bersama Kita Bintang” (Together We Are Stars) and events such as concerts.


Are Stars).Since its introduction fi ve

years ago, Heineken has consist-ently focused on building brand equity. There has been an on-going effort to keep strengthen-ing the presence of the brand at modern on-trade channels while we are also tapping the rapid de-velopment of modern off-trade channels in the key cities.

With the help of global plat-forms like the UEFA Champions League and music events, per-ception of Heineken as a superior quality, innovative beer has been established. Meanwhile, we ef-fectively leveraged the Internet and social media to reach out to the younger urban adults who are open-minded about experiencing beer as part of their lifestyle.

In support of further growth, our brewery in Jakarta is cur-rently undergoing an upgrading which is slated for completion in two years.

New Caledonia experiences

growth

Through our investment in New Caledonia, APB has extend-ed our participation and presence in the South Pacifi c. A leading brewer there, we operate a brew-ery in the capital of Noumea.

The beer market of New Cal-edonia grew approximately 5% over the previous year due to the rise in consumer purchas-ing power that rose on the back of higher employment, further economic growth and an excep-tional weather that drove beer consumption. Riding on the op-portunities as we implemented our brand initiatives, we achieved credible beer volume increase, contributing signifi cantly to rev-enue and profi t gains.

Although our portfolio of brands comprises both beer and soft drinks, we are best known for the most-loved Number One beer brand which we brew and serve in this French speaking Pa-

New Caledonia The beer market of New Caledonia grew approximately 5% over the previous year due to the rise in consumer purchasing power.

Capitalising on global platforms like the UEFA Champions League, Heineken made its connection with consumers in both Indonesia and New Caledonia.

cifi c island.The local identity of Number

One is a vital part of its appeal.

As such, our strategy has been to closely associate it with daily life in New Caledonia, for example by organising music events with local bands. The prime product placements which we secured for the brand at the various dis-tribution channels were also rea-sons for the visibility and success of Number One. Further lever-aging its “native” identity, the packaging of Number One was rejuvenated in July 2010 with a renewed contemporary, stylish design welcomed by both cus-tomers and consumers.

Heineken continued to be the preferred international beer, aided by the global sponsorship of the UEFA Champions League and unique events such as the live beach concert by world-famous DJ David Guetta. Through inno-vative packaging (for instance our introduction of the BeerTender, a draught system that serves up the ultimate at-home draught beer experience), we created tre-mendous interest among trend-setters.


Annual Report

Corporate Citizenship

Through APB Foundation and our breweries, we continue to play our part as a socially responsible corporate citizen.

As a socially responsible brewery Group, we stay focused on delivering safe and quality products, marketing our products responsibly, ensuring workplace safety as well as running environ-mentally-friendly operations.

At the same time, we remain dedicated to rendering support and a helping hand to the com-munities in which we operate. Through the Asia Pacifi c Brewer-ies Foundation (APB Foundation) and our operating companies in the region, we continue to play our part as a socially responsible corporate citizen.

In fact, APB was named the ‘Corporate Philanthropist of the Year’ at the National Volunteer-ism & Philanthropy Awards 2010. This award was conferred in rec-ognition of our commitment in

2

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Awarded “Corporate Philanthropist of the Year”


community contribution through corporate philanthropy and initia-tives that have rallied staff volun-teerism.

Group philanthropy

Through the APB Founda-tion, we have thus far, rendered support and grants to over 200 initiatives, benefi ting arts groups, medical bodies, students, chari-ties and the disadvantaged in society.

“Groceries with Heart”, a gro-ceries distribution programme that extends aid to the needy during the economic downturn, is now in its second year. In FY2010, the value of each gro-cery bag almost doubled to allow for a better variety and quality of grocery items. In all, 156 elderly destitute and 48 needy families are benefi ting from the project.

The APB Foundation Inspire Programme which is designed to help adopted arts groups further elevate their achievements and value-add to the local arts com-munity, reached the three-year mark.

Amongst the fi ve benefi ciaries is Malay literary society, Angkatan Sasterawan’50 which maximised our grant to launch a web portal that connects Malay literary en-thusiasts around the world and facilitates online discussion of lit-erary works and innovations. Indi-an dance company, Apsaras Arts showcased a fusion performance that incorporated Bangalore ar-chitecture and the Indian dance form, Neo Bharatham, offering

local audiences a whole new unique dance experience.

Bringing theatre to the mass-es, Cake Theatrical Productions staged its third outdoor produc-tion. Meanwhile, Ding Xiaoyan Ruan Ensemble successfully held a joint concert with Xi’An Music College and Northwest A&F University, both from China, at the Singapore Concert Hall. This has given students and mu-sicians from the Ruan Ensemble a valuable cultural exchange op-portunity. Underway is an Artist-in-Residence Exhibition by the Singapore Sculpture Society that will showcase the works of its members.

In the area of education, an-

other three deserving students were awarded the APB Founda-tion Scholarship for Persons with Disabilities. The scholarship is offered to academically inclined students who are physically disa-bled or have hearing, speech or visual impairment. A total of 17 students have received scholar-ships to date.

Contributing to communities

While the APB Foundation con-tinues to give back to society at the Group level, our subsidiaries and breweries have also actively contributed to the communities in which we operate. Apart from offering fi nancial support, staff has also been involved in several

of such outreach programmes.In Singapore, year-long sup-

port and donations were made to various charities and causes. In particular, community projects were initiated to raise funds for senior citizens and spread the festive cheer during the Lunar New Year. Apart from distributing groceries to needy families, our staff also engaged in fundraising activities.

Through “The Big Day Out”, employees in Malaysia got one working day off to engage in community or charity work. More than 500 employees across the country participated in 31 dif-ferent community projects that included beach cleaning, carry-

1. APB was recently awarded “Corporate Philanthropist of the Year” in recognition of our commitment to community contribution in Singapore.

2. Ding Xiaoyan Ruan Ensemble, one of APB Foundation Inspire Programme recipients, put up a resounding performance at the Singapore Concert Hall.

3. As part of their fund raising efforts, APB staff in Singapore got together with senior citizens to bake New Year cookies.

4. Advocation to protect the environment was extended to children in Malaysia through educational programmes.

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Annual Report

Corporate Citizenship (CONTINUED)

ing out repair works at nursing homes and child welfare cen-tres, and raising funds for charity amongst others. Meanwhile, the GAB Foundation continued to award scholarships to promising students, equip reading corners to vernacular schools and extend learning programmes to empow-er the community.

In New Zealand, we donated non-beer merchandise which var-ious charitable fundraisers used in generating proceeds while our Cambodian brewery maintained their support for Operation Smile Cambodia, a volunteer organisa-tion that repairs childhood facial deformities.

Over in Indonesia, we contrib-uted to better road facility and water supply to the villagers living around Sampangagung Brewery, near Surabaya, extended schol-arships to deserving students, donated personal computers to primary school students, and continued with the monthly in-fant food supply drive to impov-erished families.

In response to natural disas-ters, we made donations to fl ood victims from fi ve provinces in Central Vietnam, namely Quang Binh, Quang Tri, Khanh Hoa, Ninh Thuan and Hatin. The funds were distributed to the affected fami-lies for reconstruction of their homes and to buy essential food supplies. In collaboration with the Haematology and Blood Hos-pital, we also organised a blood donation drive which gathered employees based in Ho Chi Minh City for the cause.

5. Waste water is treated with plants and micro-organisms before it gets released into the environment in Thailand.

6. The “Get Your Sexy Back” campaign reaches out to the youths to discourage binge-drinking through events and parties in Singapore.

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Protecting the environment

We are mindful of running our operations in a sustainable manner. As such, we are envi-ronmentally conscious, ensuring continual effi cient use of energy and water, proper treatment of effl uent and reduction of packag-ing waste at all our breweries.

For better waste water man-agement, we upgraded our waste water treatment plant at our breweries in Hanoi and Tien Giang. The former also turned to a diesel-powered boiler which serves as a more environmen-tally-friendly alternative.

In Thailand, we continued with the “Water for Life” campaign, which utilised plants and micro-organisms to treat waste water from the brewery before releas-ing the effl uent into the eco-sys-tem. Meanwhile, we remained committed to packaging waste reduction in Singapore and this is underlined via our pledge to the “Singapore Voluntary Packaging Agreement”.

Beyond our breweries, we also supported causes that sought to conserve the environment. For instance, we supported the an-nual “E-waste Day” which en-courages the proper disposal of old computer technology in New Zealand.

In partnership with WWF, a conservation organisation, our brewery in New Caledonia or-ganised a can collection exercise which gathered empty cans for export to New Zealand. Proceeds from the project were contrib-uted to WWF in support of their cause.

In Malaysia, the project to con-serve the river running behind the brewery there has yielded encouraging results. Three years ago, the waterway was devoid of aquatic life. By 2010, several spe-cies of fi sh and birds had returned and an independent laboratory has confi rmed the improved wa-ter quality.

Encouraging responsible

drinking

Promoting responsible drink-ing remains an important aspect of APB corporate citizenship. On 9 December 2009, we launched www.drink-savvy.com, an inter-active website that advocates

responsible drinking. The on-line platform was leveraged by our operating companies in the region where they are already working with trade partners and authorities to address issues such as drink driving, as well as binge and underage drinking in their local markets.

In Laos and Singapore, we stayed supportive of authori-ties’ efforts against drink driving. Meanwhile, over in New Caledo-nia, we are working with the As-sociation for Preventing Alcohol

Abuse and the local government to develop a scheme against al-cohol abuse.

Taking it further, we got be-hind initiatives that urged drink-ers to engage a valet or hire a taxi to take them home after drinking in both Singapore and Thailand. Simultaneously, we made further advancement with the “Get Your Sexy Back” campaign to dis-courage binge-drinking amongst youths in Singapore.

Further leveraging the com-mercial campaign “Know When”

in Vietnam, we extended the campaign online and drove home the message of “Drink Responsi-bly – Know When Not To Drive”.

We also launched a two-week television commercial, encourag-ing people not to drink and drive in New Zealand over the Christ-mas period.

On our own accord, we rein-forced the “Drink Don’t Drive” message on billboards in Laos and Thailand where the campaign was also introduced at outlets and supported by print media.


Annual Report

Key Milestones

October 2009

– Launched local beer brand, Namkhong in Laos.

– Announced the issuance of the first series of S$100 million Fixed Rate Notes.

November 2009

– Introduced Tiger variant, Tiger Crystal in Vietnam.

December 2009

– Launched responsible drinking website, www.Drink-Savvy.com.

– Commissioned a new canning line in Mongolia.

January 2010

– Successfully issued Fixed Rate Notes of S$40 million in principal amount.

– Began distributorship of Kirin Ichiban in Singapore.

February 2010

– Entered the beer markets of Indonesia and New Caledonia with the acquisition of two brewery businesses.

– Added two leading beer brands – Bintang and Number One – to Group brand portfolio.

– Issued a series of Floating Rate Notes of S$100 million in principal amount.

March 2010

– Commissioned a new brewhouse and canning line in Lae, Papua New Guinea.

– Issued a series of Fixed Rate Notes of S$40 million in principal amount.

April 2010

– Tiger Crystal received a Gold medal in the Australasian, Latin American or Tropical-Style Light Lager category of the World Beer Cup 2010.

– Tiger beer clinched gold in the International Style Lager category of the World Beer Cup 2010.

– Archipelago Straits Pale awarded Silver in the International Pale Ale category of the World Beer Cup 2010.

– Named Champion Brewery of the Brewers Association World Beer Cup 2010 and Brewmaster for the Large Brewing Company category.

– Increased Group effective stake in the new Indonesian business to 80.6%.

– Received ISO 9001-2000, ISO 22000 and HACCP accreditations in Mongolia.

– Tiger Crystal further extended footprint to Malaysia as a limited edition.

June 2010

– Installed a new canning line in Sri Lanka.

– Commenced distributorship of Heineken beer in Laos.

July 2010

– Started distributorship of Guinness and Kilkenny in Thailand.

– Renewed ISO 9001: 2008 Quality Management System and ISO 22000: 2005 Food Safety Management System accreditations in Laos.

– Brewery in Indonesia was named Best ROE Company and second Best ROA Company by SWA Magazine, a business publication in Indonesia.

August 2010

– Commissioned a new bottling line in Danang, Vietnam.

– Recognised as 2010 New Zealand Champion Brewery at the BrewNZ Awards.

September 2010

– Launched Monteith’s Crushed Pear Cider in New Zealand.

– Attained ISO 22000 certification, the international standard for food safety, in Cambodia.


Annual Report

Major Shareholders

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

From a soft drinks base, F&N ventured into beer in 1931, dairies in 1959, property development and management in 1990 and publishing & printing in 2000.

Having been around for 127 years, F&N has not only stood the test of time but has grown from strength to strength to become a leading Pan-Asian Consumer Group with ex-pertise and prominent standing in the Food & Beverage, Property and Printing & Publishing industries.

Leveraging its strengths in marketing and distribution; research and development; brands and fi nancial management; as well as acquisition experience, F&N provides key resources and sets strategic direc-tions for its subsidiary companies across all three industries.

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

Food & beverage

A household name to many, F&N has es-tablished itself as a leader in the Food & Bev-erage arena in Singapore and Malaysia since the 1930s. Beyond soft drinks, it has suc-cessfully ventured into beer and dairies under global brands which are well-recognised in the region. The Group’s leadership positions in various markets, across various products, have led to F&N being awarded with numer-

ous Singapore Brand Awards. Through estab-lished distribution networks and joint partner-ships, F&N aims to reinforce its foothold in the Food & Beverage industry geographically across Asia Pacifi c, further expand its portfo-lio of brands and strengthen its research and development capabilities.

Properties

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

Publishing & printing

Times Publishing Group (TPL) is an Asia-based media company with strengths in print-ing, publishing, distribution and retail. With its rich intellectual capital and strong heritage, TPL provides a wide spectrum of innovative media solutions for its customers. As the leading educational publisher and premier e-learning solution provider in Singapore, TPL is the fi rst Asian publisher with content ap-proved for use in US schools. It operates a global network in key cities in Asia Pacifi c, the UK and the USA. It has established itself as a global brand and is committed to provid-ing excellence and quality to consumers and business partners.


Heineken is one of the top three brewers in the world by volume, and is Europe’s lead-ing brewer. The company is committed to growth and remaining independent. The brand that bears the founder’s name – Heineken – is available in almost every country on the planet and is the world’s leading international premium beer brand.

Heineken brews great beers and builds great brands. In addition to the Heineken brand, the Group has more than 200 inter-national, regional, local and specialty beers around the globe. Some of the famous brands include Amstel, Birra Moretti, Cruzcampo, Dos Equis, Foster’s, Kingfi sher, Newcastle Brown Ale, Ochota, Primus, Sagres, Sol, Star, Strongbow, Tecate, Tiger and Zywiec. The Group aims to be a leading brewer in each of the markets in which it operates and to have the world’s best brand portfolio. Its international spread include stable core mar-kets in Europe and North America, and strong positions in Central & Eastern Europe, Africa, Southeast Asia, Latin America and India.

The Group had the widest presence of all international brewers, with a global network of distributors and 140 breweries in more than 70 countries. The brands are well established in profi table, mature markets, while the popu-larity of its beers is growing daily in emerging beer markets such as Russia, China and Latin America. Heineken is the largest brewer and distributor in Europe. The global coverage is achieved through a combination of wholly-owned companies, licence agreements, affi li-ates and strategic partnerships and alliances. The Group’s international export operations ship beer to large and profi table markets worldwide.

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

Heineken also fully acknowledges the role that it has to play in society. Social responsi-bility and sustainability underpin everything it does. The Group will continue to expand initia-tives to combat alcohol abuse and misuse and work hard to reach the highest environmental standards in the industry. One example of its global commitment is the Enjoy Heineken Re-sponsibly campaign. Heineken was the fi rst brewer in the world to place a responsibility

and ensures the alignment and implementa-tion of key priorities and strategies across the organisation.

While Heineken confronts directly the challenges in many of its markets to deliver organic profi t growth, it also focuses on build-ing the long-term future of its brands and busi-ness. Key focus is on driving the growth of its brands and improving its fi nancial perform-ance on ensuring that acquisitions, partner-ships and distribution strategies create value. The focus is also on enabling its employees to use their potential and building a true per-formance based culture.

Ultimately, the goal of Heineken is to grow the business in a sustainable and socially re-sponsible manner, while constantly improv-ing profi tability. The four priorities for action include moves to:– accelerate sustainable top-line growth;– accelerate efficiency and cost reduction;– accelerate implementation: commit to

faster decision-making and execution; and

– focus on markets where the Group be-lieves it can win.The Group’s unwavering passion and com-

mitment will ensure that Heineken continues to be a well-loved brand worldwide.

message on all of its bottles and cans, and also the fi rst alcohol company to place a re-sponsibility message on all of its television, radio and print advertising. Heineken is also the sector leader in the SAM/Dow Jones Sus-tainability index, and has been included in the FTSE Good Index.

History

The Heineken story began more than 145 years ago in 1864 when Gerard Adriaan Heineken acquired a small brewery in the heart of Amsterdam. Since then, four gen-erations of the Heineken family have expand-ed the Heineken brand and the Company throughout Europe and the rest of the world.

75,000 employees

The average number of employees is more than 75,000.

Brands

Heineken’s leading brand portfolio includes over 200 international premium, regional, lo-cal and specialty beers. Its principal brands are Heineken® and Amstel®. The Group con-tinually seeks to reinforce its brands through innovations in production, marketing and packaging.

125.2 million hectolitres

The Heineken brand is available in almost every country on the planet. Its breweries brewed a group beer volume of 125.2 million hectolitres by the end of 2009.

Management

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

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

Heineken has fi ve operating regions: West-ern Europe, Central and Eastern Europe, the Americas, Africa and the Middle East as well as Asia Pacifi c. Each region is headed by a Regional President. The two members of the Executive Board, the fi ve Regional Presidents and fi ve Group Directors together form the Executive Committee. The Executive Com-mittee supports the development of policy


Annual Report

Corporate InformationAs at 30 September 2010

Board of Directors

Mr Simon Israel (Chairman)Mr Goh Yong Hong (1)

Mr D R HazelwoodMr Siep HiemstraMr Koh Poh TiongMr Lee Yong SiangMr Roland PirmezMr Kenneth Choo Tay Sian(Alternate to Mr Siep Hiemstra)Mr Huang Hong Peng(Alternate to Mr Koh Poh Tiong)Mr R S Lette(Alternate to Mr D R Hazelwood)

Executive Committee

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

Audit Committee

Mr Lee Yong Siang (Chairman)Mr Goh Yong Hong (1)

Mr D R Hazelwood (2)

Nominating Committee

Mr Goh Yong Hong (Chairman) (1)

Mr Lee Yong SiangMr Siep Hiemstra (3)

Remuneration Committee

Mr Lee Yong Siang (Chairman)Mr Goh Yong Hong (1)

Mr Koh Poh Tiong (3)

Technical Managers

Heineken Technical Services B.V.

Company Secretary

Mr Anthony Cheong Fook Seng

Registered Offi ce

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

Share Registrars and Transfer Offi ce

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

Principal Bankers

DBS Bank LtdOversea-Chinese Banking Corporation LtdStandard Chartered Bank

Auditors

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

Notes(1) Mr Goh Yong Hong retired from the Board and the Audit, Nominating and Remuneration Committees

on 30 September 2010. Mr Bob Tan was appointed as Director, Chairman of the Nominating Committee, and member of the Audit and Remuneration Committees on 1 October 2010.

(2) Mr Koh Poh Tiong and Mr D R Hazelwood are alternating Committee members on annual rotational basis.(3) Mr Siep Hiemstra and Mr Koh Poh Tiong are alternating Committee members on annual rotational basis.

CONTENTS 58 Corporate Governance Report 69 Directors’ Report 73 Statement by Directors 74 Independent Auditors’ Report 75 Profit Statements 76 Statements of Comprehensive

Income 77 Balance Sheets 78 Statements of Changes

in Equity 81 Cash Flow Statement 84 Notes to the Financial

Statements 140 Shareholding Statistics 141 Particulars of Group Properties 142 Interested Person Transactions 143 Notice of Annual General

Meeting Proxy Form

Corporate Governance Report & Financial Report

APB_ACC10_FA2_1512_MCLtp.indd 57APB_ACC10_FA2_1512_MCLtp.indd 57 12/16/10 1:41 PM12/16/10 1:41 PM

Corporate Governance Reportfor the year ended 30 September 2010

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INTRODUCTIONObserving and consistently maintaining high standards of corporate governance in compliance with the principles and guidelines set out in the Code of Corporate Governance 2005 (“Code 2005”) is imperative to Asia Pacifi c Breweries Limited (“APB” or the “Company”). This is essential to the growth of the Company, and helps safeguard Shareholders’ interests, drives performance of its portfolio of over 40 beer brands including Tiger (which is offered in 60 markets worldwide), enabling it to deliver its long-term strategic objectives and Shareholder value. Through the establishment of clear policies, transparent processes and a system of stringent internal checks and controls, APB maintains a culture of continuous improvement whilst adhering to the spirit and substance of the Code 2005.

This Report describes the corporate governance framework and practices of the Company and demonstrates its commitment to build a business underpinned by excellence and integrity.

BOARD MATTERS

Principle 1: Board’s Conduct of its Affairs

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

The Board leads and controls the APB Group, providing strategic direction and entrepreneurial leadership to the Company and setting high standards for corporate governance. Working together with Management to spearhead the success of the Company, the Board also provides critical oversight to ensure proper conduct of the business affairs of the APB Group.

As at 30 September 2010, the composition of the Board is as follows:

Mr Simon Israel Chairman – Non-ExecutiveMr Goh Yong Hong1 Non-ExecutiveMr D R Hazelwood Non-ExecutiveMr Siep Hiemstra Non-ExecutiveMr Koh Poh Tiong Non-ExecutiveMr Lee Yong Siang Non-ExecutiveMr Roland Pirmez Chief Executive Offi cerMr Kenneth Choo Tay Sian Alternate to Mr Siep HiemstraMr Huang Hong Peng Alternate to Mr Koh Poh TiongMr R S Lette Alternate to Mr D R Hazelwood

Note:1 Mr Goh Yong Hong retired from the Board and the Audit, Nominating and Remuneration Committees on 30 September 2010. Mr Bob Tan was appointed as Director, Chairman of

the Nominating Committee, and member of the Audit and Remuneration Committees on 1 October 2010.

After serving on the Board for 17 years since 1993, Mr Goh Yong Hong retired on 30 September 2010. Mr Bob Tan was appointed a Director in his place on 1 October 2010.

Mr Lee Yong Siang indicated that he would not be seeking re-appointment at the forthcoming Annual General Meeting in January 2011 (“2011 AGM”) when he will be retiring pursuant to the Companies Act. He has been a Director of APB since 1 January 1995. Mr Philip Eng has been identifi ed to replace him, and will be seeking appointment at the 2011 AGM.

Having Mr Bob Tan and Mr Philip Eng on board is part of a regenerative process by the Company to search for and bring new perspectives and multi-disciplinary skill sets to the Board. This is so that the collective expertise and experience of its members can be further enhanced through suitably skilled and qualifi ed candidates.

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Delegation of Authority on certain Board MattersTo enable the Board to discharge its duties effi caciously, specifi c responsibilities are delegated to four Board Committees, namely, the Executive, Audit, Nominating and Remuneration Committees. Each Board Committee is guided by clear Terms of Reference to facilitate performance of its functions.

In addition, there is also an established Chart of Authority setting out the levels of authorisation required for specifi ed transactions, including those that require Board approval.

Executive Committee The Executive Committee (“EXCO”) is a specialised Board Committee which oversees the general management of the Company and its business. Tasked with formulating and recommending strategic development initiatives to the Board, the EXCO also provides direction on new investments, valuable and objective input and insight on material fi nancial and non-fi nancial matters, and comprises the following members:

Mr Roland Pirmez ChairmanMr Koh Poh Tiong MemberMr Siep Hiemstra Member

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

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

Attendance of Board members Board EXCOAudit

CommitteeNominating Committee

Remuneration Committee

Meetings held during fi nancial year ended 30 September 2010 7 6 6 2 1Mr Simon Israel 7/7Mr Goh Yong Hong1 7/7 6/6 2/2 1/1Mr D R Hazelwood 5/6 6/6Mr Siep Hiemstra 5/6 6/6 2/2Mr Koh Poh Tiong 7/7 6/6 1/1Mr Lee Yong Siang 7/7 6/6 2/2 1/1Mr Roland Pirmez 7/7 6/6Mr Kenneth Choo Tay Sian (Alternate Director) 1/1Mr Huang Hong Peng (Alternate Director)Mr R S Lette (Alternate Director)

Key: Chairman Members Not applicable


the Nominating Committee, and member of the Audit and Remuneration Committees on 1 October 2010.



A formal letter of appointment setting out a Director’s duties and obligations, is given to each new Director upon appointment. To familiarise new Directors with APB’s business activities, strategic directions, policies, key new projects, and corporate governance practices, the Company organises orientation programmes for their participation. Directors are also given opportunity to visit key overseas facilities and meet with local management, so as to enable them to gain a better understanding of the business operations of the APB Group.

In addition, the Company regularly provides the Board with updates on new laws which may affect the Company’s businesses, and changes in regulatory requirements and fi nancial reporting standards. For instance, the Board was briefed in September on recent developments and trends in competition law enforcement in Singapore. Furthermore, Directors are encouraged to be members of the Singapore Institute of Directors (“SID”), and for them to receive journal updates and training from SID to stay abreast and be apprised of changes to the fi nancial, legal and regulatory requirements, and the business environment.

Principle 2: Board Composition and Guidance

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

The Board comprises seven members, of which only the Chief Executive Offi cer (“CEO”) is an executive Director and two of whom are independent non-executive Directors. Although less than one-third of the Board comprises independent Directors, it is still able to exercise objective judgment on business and corporate affairs, independent from Management, due to the shareholding structure of APB. The nominee Directors of the major shareholders of the Company and the independent Directors participate actively and engage in robust, dynamic discussions during Board meetings and meetings of the Board Committees. This enables strategies and signifi cant issues and matters to be constructively analysed, debated and thoroughly discussed, with the long-term interests of Shareholders taken into consideration. The Board considers the size and composition of the Board appropriate and adequate for the scope and nature of the Company’s business and operations. Its members also have core competencies and expertise in diverse disciplines such as accounting, fi nance, business management and strategic planning. This underpins the effectiveness of the Board, enabling it to drive the continuous success of APB and deliver sustainable shareholder value.

Principle 3: Chairman and Chief Executive Offi cer

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

The Chairman and the CEO are held by separate individuals so that an appropriate balance of power and authority, with clear divisions of responsibilities and accountability, can be attained. This segregation of roles facilitates a healthy exchange of views and opinions between the Board and Management in their deliberation of the business, strategic aims and key activities of the Company. The Chairman who is non-executive, is not related to the CEO. There is also no other business relationship between them.

Through the Chairman’s continuing leadership of the Board, effective communication with Shareholders is maintained, and positive relations between the Board and Management as well as between Board members promoted. This enables them to work cohesively, and to uphold high standards of corporate governance.

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Principle 4: Board Membership

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

Nominating CommitteeThe majority (being two-thirds) of the members of this Committee, including its Chairman, are independent non-executive Directors. The Nominating Committee comprises:

Mr Goh Yong Hong1 ChairmanMr Lee Yong Siang MemberMr Siep Hiemstra2 Member

Mr Goh Yong Hong, the Chairman of the Nominating Committee, is not directly associated with any substantial shareholder 3. Mr Siep Hiemstra is a non-executive Director of Asia Pacifi c Investment Pte Ltd (“APIPL”) which is the holding company of APB. APIPL is in turn equally held by Fraser and Neave, Limited (“F&N”) and the Heineken N.V. Group (“Heineken”). Mr Siep Hiemstra is directly associated4 with Heineken.


the Nominating Committee, and member of the Audit and Remuneration Committees on 1 October 2010.2 Mr Siep Hiemstra and Mr Koh Poh Tiong are alternating members on an annual rotational basis.3 A shareholder will be considered a “substantial shareholder” when the shareholder has 5% or more interest in the voting shares of a company.4 A director will be considered “directly associated” to a substantial shareholder when the director is accustomed or under an obligation, whether formal or informal, to act in

accordance with the directions, instructions or wishes of the substantial shareholder.

The responsibilities of the Nominating Committee are set out in its Terms of Reference. Through a formal and transparent process, the Nominating Committee makes recommendations to the Board on all Board appointments within the APB Group. It strives to ensure that the members of the various Boards and Board Committees are best suited for the appointments and able to discharge their duties in adherence with the law and high standards of corporate governance. The Nominating Committee is also responsible for re-nominating Directors who retire by rotation or otherwise, and in recommending any re-nomination and re-election of existing Directors, the Nominating Committee takes into account such Directors’ contribution and performance at Board meetings, including their attendance, level of preparedness, degree of participation and candour. The Nominating Committee also determines, on an annual basis, the independence of Directors. In its annual review, the Nominating Committee, having considered the guidelines set out in the Code 2005, has confi rmed the status of the non-executive Directors of the Company as follows:

Mr Simon Israel Non-IndependentMr Goh Yong Hong1 IndependentMr D R Hazelwood Non-IndependentMr Siep Hiemstra Non-IndependentMr Koh Poh Tiong Non-IndependentMr Lee Yong Siang Independent

Note:1 Mr Goh Yong Hong retired from the Board, and from the Audit, Remuneration and Nominating Committees on 30 September 2010. Mr Bob Tan was appointed as Director, Chairman

of the Nominating Committee, and member of the Audit and Remuneration Committees on 1 October 2010.

Despite some of the Directors having multiple board representations, the Nominating Committee is satisfi ed that each of them is able to and has adequately carried out his duties as a Director of the Company.




Description of Search and Nomination Process of New DirectorsThe search and nomination process for new Directors entails a review of the existing composition of the Board to identify the expertise, qualifi cations, skill sets and attributes required of the potential candidates for appointment to the Board. Such review process further strengthens the Board and helps to add value to the Company. Professional headhunters as well as networking contacts may also be engaged to cast the selection net as wide as possible to recruit the right candidates.

Key Information regarding DirectorsKey information on the Directors is set out on pages 12 to 15.

Principle 5: Board Performance

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

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

Principle 6: Access to Information

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

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

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

A calendar of activities is scheduled for the Board a year in advance, with Board papers and agenda items dispatched beforehand to Directors, with suffi cient lead-time for Directors to peruse, review and consider the items tabled at the relevant Board meetings so that the discussions at such meetings can be more meaningful and productive.

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

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REMUNERATION MATTERS

Principle 7: Remuneration Matters

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

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

Mr Lee Yong Siang ChairmanMr Goh Yong Hong1 MemberMr Koh Poh Tiong2 Member


the Nominating Committee, and member of the Audit and Remuneration Committees on 1 October 2010.2 Mr Koh Poh Tiong and Mr Siep Hiemstra are alternating members on an annual rotational basis.

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

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

Principle 8: Level and Mix of Remuneration

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

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

The executive Director’s service contract is for a fi xed period which is not excessively long, and without onerous removal clauses.




Principle 9: Disclosure on Remuneration

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

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

Directors of the Company Fee%

Salary%

Bonus%

Allowances & Benefi ts

%

Long Term Incentive

%Total

%

Between $2,250,001 and $2,500,000Mr Roland Pirmez – 48 48 45 – 100

$250,000 and belowMr Simon Israel 100 – – – – 100Mr Goh Yong Hong1 100 – – – – 100Mr D R Hazelwood 100 – – – – 100Mr Siep Hiemstra 100 – – – – 100Mr Koh Poh Tiong 100 – – – – 100Mr Lee Yong Siang 100 – – – – 100Mr Kenneth Choo Tay Sian2 (Alternate Director) 100 – – – – 100Mr Huang Hong Peng3 (Alternate Director) 100 – – – – 100Mr R S Lette4 (Alternate Director) 100 – – – – 100

Note:1 Mr Goh Yong Hong retired from the Board and the Audit, Nominating and Remuneration Committees on 30 September 2010.2 Mr Kenneth Choo is an Alternate Director to Mr Siep Hiemstra.3 Mr Huang Hong Peng is an Alternate Director to Mr Koh Poh Tiong.4 Mr R S Lette is an Alternate Director to Mr D R Hazelwood.5 Refers to car benefi ts and is stated on the basis of direct costs to the Company.

Key Executives of the APB Group Fee%

Salary%

Bonus%

Allowances & Benefi ts

%

Long Term Incentive

%Total

%

Between $750,001 and $1,000,000Mr Christopher Kidd – 60 25 15 – 100

Between $500,001 and $750,000Mr Vivek Chhabra – 63 28 9 – 100Dr Leslie Buckley – 56 22 22 – 100Ms Loy Juat Boey – 51 25 11 13 100

Between $250,001 and $500,000Mr Bennett Neo – 56 29 9 6 100

Information on key executives is set out on page 68.

Details of Phantom Share Option SchemeThe Remuneration Committee also administers the Phantom Share Option Plan which is described in Note 29 to the Financial Statements.

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DIRECTORS’ FEESThe remuneration of the Company’s non-executive Directors takes into account their level and quality of contribution and their respective responsibilities, including attendance and time spent at Board meetings and Board Committee meetings. Non-executive Directors are paid basic Directors’ fee, additional fees for appointments to Board Committees and attendance fees for Board and Board Committee meetings. No Director decides his own fees.

A review of the Directors’ fees was undertaken, in which such fees were benchmarked against the amounts paid by other major listed companies. The review showed that the current Directors’ fees for participation in Board Committees appeared low in comparison. The Company also envisages that there will be more Board Committee meetings for the fi nancial year ending 30 September 2011, involving greater participation by the Directors. It is therefore proposed that adjustments be made to Board Committee fees with effect from the next fi nancial year. Directors’ basic fees remain unchanged.

Shareholders’ approval will be sought at the 2011 AGM on 25 January 2011, for the payment of Directors’ fees proposed for the fi nancial year ending 30 September 2011 amounting to S$562,000 (last year S$469,000).

ACCOUNTABILITY AND AUDIT

Principle 10: Accountability and Audit

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

The Company prepares its fi nancial statements in accordance with the Singapore Financial Reporting Standards (“SFRS”) prescribed by the Accounting Standards Council. It disseminates quarterly fi nancial reports and other related material information to Shareholders via announcements to the SGX-ST and, where appropriate, press releases, media and analyst briefi ngs.

Principle 11: Audit Committee

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

The Audit Committee comprises the following non-executive Directors, the majority of whom, including its Chairman, are independent: Mr Lee Yong Siang ChairmanMr Goh Yong Hong1 MemberMr D R Hazelwood2 Member

Note: 1 Mr Goh Yong Hong retired from the Board and the Audit, Nominating and Remuneration Committees on 30 September 2010. Mr Bob Tan was appointed as Director, Chairman of

the Nominating Committee, and member of the Audit and Remuneration Committees on 1 October 2010.2 Mr D R Hazelwood and Mr Koh Poh Tiong are alternating members on an annual rotational basis.

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

The Audit Committee is guided by Terms of Reference endorsed by the Board which clearly set out its authority, responsibilities and duties. It is empowered with the explicit authority to investigate any matter within such Terms of Reference. The Committee also has full access to, and the co-operation of Management, as well as the full discretion to invite any Director or executive offi cer to attend its meetings. Minutes of Audit Committee meetings are circulated to the Directors.

Where appropriate, the Audit Committee has adopted relevant best practices set out in the 2008 Guidebook for Audit Committees in Singapore, which will be used as a reference to assist the Committee in performing its functions.




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

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

The Audit Committee reviews the Group’s Interested Person Transactions (“IPT”) to ensure that the methods or procedures for determining the transaction prices as approved at the last General Meeting, have not changed, and such methods or procedures are suffi cient to ensure that the transactions were carried out on normal commercial terms, and were not prejudicial to the interests of the Company and its minority Shareholders. It is satisfi ed that the internal controls over the identifi cation, evaluation, review, approval and reporting of IPT were effective.

As part of the Company’s ongoing efforts to enhance its corporate governance processes, the Audit Committee reviewed and deliberated on the proposed change of auditors. It is of the view that a change in auditors would enable the Company to benefi t from a fresh perspective and the views of another professional fi rm. The Audit Committee has therefore recommended to the Board the appointment of new auditors with effect from the fi nancial year ending 30 September 2011. In recommending the new auditors for approval by the Board, the Audit Committee considered factors such as the adequacy of resources, the experience of supervisory and professional staff to be assigned to the audit, the size and complexity of the Company and its business and operations, and is satisfi ed that the incoming auditors will be able to meet the audit requirements and statutory obligations of the Company. The Audit Committee has also reviewed the nature and extent of non-audit services rendered by the incoming auditors, and is satisfi ed that the nature and extent of such services do not affect their independence and objectivity as external auditors.

The Audit Committee also approves the remuneration and terms of engagement of the external auditors.

Code of ConductThe APB Group has in place a Code of Conduct, which includes a Whistle-Blowing Policy for the APB Group. This code incorporates principles and values that are upheld in the APB Group’s dealings with employees, customers, suppliers and business associates. The Whistle-Blowing Policy encourages and provides a channel through which employees may, in good faith and in confi dence, raise concerns on possible improprieties in fi nancial reporting and other matters, so as to ensure independent investigation of such matters and appropriate follow-up action.

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

Principle 12: Internal Controls

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

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

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


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Principle 13: Internal Audit

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

The internal audit function is supported by APB’s ultimate holding company, F&N, and is independent of the activities being audited. In performing its duties, the internal audit team of F&N adopts and complies with the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors. Furthermore, it operates within the framework stated in its Internal Audit Charter which is approved by the Audit Committee of the Company. On an annual basis, the internal auditors prepare a risk-based audit plan which is submitted to and approved by APB’s Audit Committee.

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

COMMUNICATION WITH SHAREHOLDERS

Principle 14: Communication with Shareholders

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

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

Principle 15: Participation of Shareholders

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

The Company sends its Annual Report and Notice of AGM to all Shareholders. Separate resolutions are proposed for substantially separate issues at the meeting. At its AGM, Shareholders are given the opportunity to raise questions and clarify any issues they may have relating to the resolutions to be passed. Board members and senior Management are required to attend Shareholders’ meetings to address any questions raised. The Company’s external auditors are also present to address Shareholders’ queries on the conduct of audit and the preparation and content of the auditors’ report. For better transparency, the Company introduced an electronic poll voting system at its last AGM, during which Shareholders were invited to vote on each of the resolutions by poll, using a hand held device. The voting results of all votes cast for, or against, each resolution were screened at the meeting, and disseminated through announcement to the SGX-ST on the same day. The Company will continue to use the electronic poll voting system at the 2011 AGM.

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

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




Particulars of Key Management Stafffor the year ended 30 September 2010

Name AgeAcademic & Professional Qualifi cation Past Working Experience

Current Designation/Area of Responsibility

Mr Christopher Kidd 53 Bachelor of Arts (Honours), Durham University, United Kingdom, 1978 (Major in Geography)

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

Regional Director (Indo-China) (Year joined: 1994)

Dr Leslie Buckley 50 Doctorate of Philosophy, Columbia University, New York, USA, 1991 Bachelor of Arts (1st Class Honours) Massey University, New Zealand, 1983

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

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

Mr Vivek Chhabra 51 Bachelor of Commerce (Honours), Bombay University, 1979 Chartered Accountant, Institute of Chartered Accountants of India, 1981 Diploma in Computer Management, Bombay University, 1985

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

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

Ms Loy Juat Boey 53 Bachelor of Accountancy (Honours), University of Singapore, 1979 Fellow, Institute of Certifi ed Public Accountants of Singapore

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

Director (Group Finance) (Year joined: 1987)

Mr Bennett Neo Gim Siong 41 Bachelor of Engineering (Honours), Nanyang Technological University, 1994

11 years of experience in Esso and Exxon Mobil taking up diversifi ed roles in Singapore and Vietnam.

Regional Director (Singapore cluster and Cambodia) (Year joined: 2005)

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Directors’ Reportyear ended 30 September 2010

Your directors have pleasure in submitting their report and the audited fi nancial statements of the Company and of the group for the fi nancial year ended 30 September 2010. 1. DIRECTORATE

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

Mr Simon Israel (Chairman)Mr D R Hazelwood Mr Siep Hiemstra Mr Koh Poh Tiong Mr Lee Yong Siang Mr Roland Pirmez Mr Bob Tan Beng Hai (Appointed on 1 October 2010)Mr Kenneth Choo Tay Sian (Alternate to Mr Siep Hiemstra)Mr Huang Hong Peng (Alternate to Mr Koh Poh Tiong) Mr R S Lette (Alternate to Mr D R Hazelwood)

Mr Goh Yong Hong resigned from the Board on 30 September 2010, having served as a director for 17 years since 1993. The Board

thanks Mr Goh for his past services.

Mr Bob Tan Beng Hai was appointed a director on 1 October 2010. Mr Lee Yong Siang has expressed his desire not to seek re-election when he retires, pursuant to Section 153 of the Companies Act,

Cap. 50, at the forthcoming Annual General Meeting and therefore does not offer himself for re-election.

At the forthcoming Annual General Meeting the following directors retire and, being eligible, offer themselves for re-election: – By rotation pursuant to Article 96 of the Company’s Articles of Association: • Mr Simon Israel– Appointed during the year pursuant to Article 86 of the Company’s Articles of Association: • Mr Bob Tan Beng Hai

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

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




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

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

ORDINARY SHARES OF THE COMPANY/ OTHER SECURITIES

IN RELATED COMPANIESAs at

1 Oct 2009As at

30 Sep 2010

Simon Israel– Frasers Centrepoint Asset Management Ltd • Ordinary Units in Frasers Centrepoint Trust 700,000 700,000Goh Yong Hong 1 Nil NilD R Hazelwood Nil NilSiep Hiemstra Nil NilKoh Poh Tiong– Fraser and Neave, Limited • Options to subscribe for shares 967,500 967,500 • Conditional awards of restricted shares Nil 293,2972

• Conditional awards of performance shares Nil 192,9263

Lee Yong Siang Nil NilRoland Pirmez Nil NilKenneth Choo Tay Sian (Alternate to Siep Hiemstra) Nil NilHuang Hong Peng (Alternate to Koh Poh Tiong) – Fraser and Neave, Limited • Ordinary Shares 25,000 75,000

• Options to subscribe for shares 1,044,300 744,300 • Conditional awards of restricted shares Nil 79,5004

• Conditional awards of performance shares Nil 28,0005

– Frasers Centrepoint Asset Management Ltd • Ordinary Units in Frasers Centrepoint Trust 462,000 462,000– Frasers Centrepoint Asset Management (Commercial) Ltd • Ordinary Units in Frasers Commercial Trust Nil 1,700,000R S Lette (Alternate to D R Hazelwood) Nil Nil

1 Resigned on 30 September 2010.2 Refl ects a deemed interest in up to 293,297 shares in Fraser and Neave, Limited (“F&N”) arising from the grant of a conditional award of restricted shares under the Fraser

and Neave, Limited Restricted Share Plan (“RSP”). The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 195,531 shares, depending on the level of achievement of performance targets set over a two-year performance period.

3 Refl ects a deemed interest in up to 192,926 shares in F&N arising from the grant of a conditional award of performance shares under the Fraser and Neave, Limited Performance Share Plan (“PSP”). The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 96,463 shares, depending on the level of achievement of performance targets set over a three-year performance period.

4 Refl ects a deemed interest in up to 79,500 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP. The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 53,000 shares, depending on the level of achievement of performance targets set over a two-year performance period.

5 Refl ects a deemed interest in up to 28,000 shares in F&N arising from the grant of a conditional award of performance shares under the PSP. The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 14,000 shares, depending on the level of achievement of performance targets set over a three-year performance period.

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

by Section 201(8) of the Singapore Companies Act, Cap. 50 by reason of a contract made by the Company or a related corporation with the director or with a fi rm of which he is a member or with a company in which he had a substantial fi nancial interest except as disclosed in this report in respect of remuneration as shown in the fi nancial statements and in respect of participation by Mr Koh Poh Tiong and Mr Huang Hong Peng in the Executives’ Share Option Scheme (“ESOS”) of Fraser and Neave, Limited (“F&N”), and in the F&N Performance Share Plan and F&N Restricted Share Plan which replaced the ESOS on its expiry in 2009.

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

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

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

• Mr Lee Yong Siang (Chairman) • Mr Bob Tan Beng Hai • Mr Koh Poh Tiong/ Mr Siep Hiemstra*

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

(iii) No option has been granted to controlling shareholders or their associates, or parent group employees and no employee has

received 5% or more of the total options available under the Scheme.

(iv) The options granted to the directors are fully exercised. Information pertaining to Outstanding Options

At the end of the fi nancial year, there were 65,200 unissued ordinary shares of the Company under options granted pursuant to the Scheme. Details of the options to subscribe for ordinary shares in the capital of the Company granted to executives pursuant to the Scheme are as follows:

Options Offer Date

Balanceas at

1.10.2009

OptionsExercised/

Lapsed

Balanceas at

30.9.2010Exercise

PriceExercise

Period

2000 22.12.1999 10 (10)# – $4.28 21.09.2002 to 20.11.20092001 20.12.2000 2,750 – 2,750 $3.91 19.09.2003 to 18.11.20102002 08.10.2001 5,650 – 5,650 $3.79 08.07.2004 to 07.09.20112003 15.10.2002 18,000 – 18,000 $4.79 15.07.2005 to 14.09.20122004 08.10.2003 38,800 – 38,800 $6.29 08.07.2006 to 07.09.2013

65,210 (10) 65,200

# Lapsed due to expiry.

Statutory and other information regarding the Options

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

(ii) The grantee may exercise an option during the Exercise Period (which commences 33 months after the Offer Date) by notice in

writing accompanied by a remittance for the number of options at the full amount of the Exercise Price.




5. SHARE OPTIONS (continued) (a) Asia Pacifi c Breweries Limited Executives’ Share Option Scheme (“Scheme”) (continued) Statutory and other information regarding the Options (continued)

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

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

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

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

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

during the fi nancial year by virtue of the exercise of options to take up unissued shares of the Company or any corporation in the group.

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

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

7. AUDITORS The auditors, Ernst & Young LLP, will not be seeking re-appointment. 8. OTHER INFORMATION REQUIRED BY SINGAPORE EXCHANGE SECURITIES TRADING LIMITED

(a) The interests of the directors of the Company in the share capital of the Company and of its related companies as at the 21st day after the end of the fi nancial year remained unchanged from those at 30 September 2010 as set out at paragraph 3 hereof.

(b) Since the end of the previous fi nancial year, the Company and its subsidiaries did not enter into any material contracts involving

interests of the directors or controlling shareholders and no such material contracts still subsist at the end of the fi nancial year, except for those disclosed in this Directors’ Report and in the Financial Statements.

On behalf of the Board,

SIMON ISRAEL LEE YONG SIANG ROLAND PIRMEZ Director Director Director

Singapore 11 November 2010

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Statement by Directorsyear ended 30 September 2010

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

(i) the balance sheets, profi t statements, statements of comprehensive income, statements of changes in equity and cash fl ow statement together with the notes thereto, set out on pages 75 to 139, are drawn up so as to give a true and fair view of the state of affairs of the Company and of the group as at 30 September 2010 and of the results of the businesses and changes in equity of the Company and of the group and the cash fl ows of the group for the year ended 30 September 2010;

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

On behalf of the Board,

SIMON ISRAEL LEE YONG SIANG ROLAND PIRMEZDirector Director Director

ANTHONY CHEONG FOOK SENGCompany Secretary Singapore11 November 2010



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

We have audited the accompanying fi nancial statements of Asia Pacifi c Breweries Limited (“the Company”) and its subsidiaries (collectively, “the group”) set out on pages 75 to 139, which comprise the balance sheets of the group and the Company as at 30 September 2010, and the profi t statements, statements of comprehensive income, statements of changes in equity of the group and the Company, and cash fl ow statement of the group for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes.

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

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

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

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

OPINIONIn our opinion,

(a) the consolidated fi nancial statements of the group and the balance sheet, profi t statement, statement of comprehensive income and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the group and of the Company as at 30 September 2010 and the results and changes in equity of the group and the Company and cash fl ows of the group for the year ended on that date; and

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

ERNST & YOUNG LLPPublic Accountants and Certifi ed Public Accountants

Singapore 11 November 2010

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Profi t Statementsfor the year ended 30 September 2010

THE GROUP THE COMPANY

Notes2010$’000

2009$’000

(restated)

2010$’000

2009$’000

REVENUE 3 2,511,146 1,999,050 44,546 36,716Cost of sales (1,485,197) (1,219,670) – –GROSS PROFIT 1,025,949 779,380 44,546 36,716Other income/ (expenses) (net) 4 2,222 (11,938) 2,928 (295)Operating expenses– Distribution (87,845) (77,697) – –– Marketing (322,391) (267,230) (21,543) (14,843)– Administration (147,442) (121,709) (42,228) (27,588)

(557,678) (466,636) (63,771) (42,431)TRADING PROFIT/ (LOSS) 470,493 300,806 (16,297) (6,010)

Gross dividends from subsidiary companies – – 192,372 181,933Gross dividends from joint venture companies – – 22,738 18,967Share of joint venture and associated companies’ profi t 28,675 13,733 – –Gross income from investments 6 918 1,616 – –PROFIT BEFORE INTEREST, TAXATION AND EXCEPTIONAL ITEMS 500,086 316,155 198,813 194,890Net interest income/ (expense) 4 745 (2,576) (5,313) 1,178PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS 4 500,831 313,579 193,500 196,068Impairment of investment in subsidiary companies 14 – – (31,072) –Exceptional items 7 (258) 14,404 – 11,085PROFIT BEFORE TAXATION – CONTINUING OPERATIONS 500,573 327,983 162,428 207,153Taxation 8 (138,233) (96,672) (6,888) (18,472)PROFIT AFTER TAXATION – CONTINUING OPERATIONS 362,340 231,311 155,540 188,681Loss after taxation (discontinued operations) (6,059) (12,015) (33,802) –PROFIT AFTER TAXATION 356,281 219,296 121,738 188,681

PROFIT/ (LOSS) ATTRIBUTABLE TO:Shareholders of the Company– Before exceptional items – Continuing operations 269,421 168,180 155,540 177,596 – Discontinued operations (8,470) (10,187) – –

260,951 157,993 155,540 177,596– Exceptional items – Continuing operations (258) 14,404 – 11,085 – Discontinued operations 2,411 – (33,802) –

263,104 172,397 121,738 188,681Non-controlling interests 93,177 46,899 – –

356,281 219,296 121,738 188,681Earnings per share attributable to the shareholders of the Company (cents per share): 10

Basic – Before exceptional items 101.1 61.2 – After exceptional item 101.9 66.8Fully diluted – Before exceptional items 101.1 61.2 – After exceptional item 101.9 66.8

The accounting policies and notes on pages 84 to 139 form an integral part of the fi nancial statements.



Statements of Comprehensive Incomefor the year ended 30 September 2010


2010 $’000

2009 $’000

2010 $’000

2009 $’000

PROFIT AFTER TAXATION 356,281 219,296 121,738 188,681

OTHER COMPREHENSIVE INCOME/ (LOSS), NET OF TAX:Exchange differences on translating foreign operations (96,629) (15,570) – –Share of joint venture and associated companies’ reserves (6,636) (4,475) – –Realisation of exchange reserve upon disposal of subsidiary companies 3,064 – – –

(100,201) (20,045) – –

TOTAL COMPREHENSIVE INCOME 256,080 199,251 121,738 188,681

ATTRIBUTABLE TO:Shareholders of the Company 181,893 157,743 121,738 188,681Non-controlling interests 74,187 41,508 – –TOTAL COMPREHENSIVE INCOME 256,080 199,251 121,738 188,681


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Balance Sheetsas at 30 September 2010



Notes2010$’000

2009$’000

2010$’000

2009$’000

CAPITAL AND RESERVESShare capital 11 277,538 277,538 277,538 277,538Reserves 12 854,054 754,779 885,383 846,263

1,131,592 1,032,317 1,162,921 1,123,801NON-CONTROLLING INTERESTS 138,259 100,363 – –

1,269,851 1,132,680 1,162,921 1,123,801Represented by:NON-CURRENT ASSETSFixed assets 13 647,683 606,727 1,183 1,444Subsidiary companies 14 – – 1,146,605 730,105Joint venture companies 15 274,666 279,195 302,830 300,878Associated companies 16 6,250 383 – –Other investments 17 13,074 10,871 14 14Intangible assets 18 666,996 230,744 36,575 48Deferred tax assets 28 9,681 4,733 – –Other receivables 21 13,886 20,523 744 1,071

1,632,236 1,153,176 1,487,951 1,033,560CURRENT ASSETSInventories 20 196,847 158,123 – –Trade receivables 21 174,457 160,365 – –Other receivables 21 51,977 41,838 1,087 979Amounts due from subsidiary companies 25 – – 73,568 55,297Amounts due from joint venture companies 26 21,659 28,424 17,350 24,199Amounts due from related companies 26 4,073 5,524 457 88Short term investments 22 6,207 6,188 – –Bank fi xed deposits 23 126,832 102,572 2,619 29,064Cash and bank balances 23 109,873 90,260 7,670 11,495

691,925 593,294 102,751 121,122Deduct: CURRENT LIABILITIESTrade payables 24 258,768 227,441 – –Other payables 24 189,433 134,939 35,358 20,159Amounts due to subsidiary companies 25 – – 3,059 –Amounts due to joint venture and associated companies 26 11,052 5,801 269 120Amounts due to related companies 26 15,683 18,396 796 1,021Borrowings 27 77,559 104,780 28,101 –Provision for taxation 67,815 56,648 6,698 9,581

620,310 548,005 74,281 30,881NET CURRENT ASSETS 71,615 45,289 28,470 90,241Deduct: NON-CURRENT LIABILITIESBorrowings 27 368,013 23,780 353,500 –Deferred tax liabilities 28 58,466 36,223 – –Provision for employee benefi ts 29 7,521 5,782 – –

434,000 65,785 353,500 –1,269,851 1,132,680 1,162,921 1,123,801



Statement of Changes in Equityfor the year ended 30 September 2010

THE GROUP

Share Capital

$’000

Capital Reserve

$’000

Revenue Reserve

$’000

Exchange Reserve

$’000

Dividend Reserve

$’000

OtherReserve

$’000Total

$’000

Non-Controlling

Interests $’000

TotalEquity$’000

Year ended 30 September 2010Balance at 1 October 2009 277,538 15,799 815,492 (123,034) 46,473 49 1,032,317 100,363 1,132,680

Currency translation difference – – – (77,639) – – (77,639) (18,990) (96,629)Share of joint venture and associated companies’ reserves – – – (6,636) – – (6,636) – (6,636)Realisation of exchange reserve upon disposal of subsidiary companies – – – 3,064 – – 3,064 – 3,064Other comprehensive loss – – – (81,211) – – (81,211) (18,990) (100,201)

Profi t after taxation – – 263,104 – – – 263,104 93,177 356,281Total comprehensive income/ (loss) – – 263,104 (81,211) – – 181,893 74,187 256,080

Non-controlling interests arising from acquisition of subsidiary companies – – – – – – – 16,674 16,674Dividends paid to non-controlling shareholders – – – – – – – (52,965) (52,965)

Dividends Final dividend paid for the previous year – – – – (46,473) – (46,473) – (46,473) Interim dividend paid for the current year – – (36,145) – – – (36,145) – (36,145) Final dividend proposed for the current year – – (134,254) – 134,254 – – – –

– – (170,399) – 87,781 – (82,618) – (82,618)Balance at 30 September 2010 277,538 15,799 908,197 (204,245) 134,254 49 1,131,592 138,259 1,269,851

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$’000

Capital Reserve

$’000

Revenue Reserve

$’000

Exchange Reserve

$’000

Dividend Reserve

$’000

OtherReserve

$’000Total

$’000

Non-Controlling

Interests $’000

TotalEquity$’000

Year ended 30 September 2009Balance at 1 October 2008 277,523 15,799 725,713 (108,380) 46,472 52 957,179 98,327 1,055,506

Currency translation difference – – – (10,179) – – (10,179) (5,391) (15,570)Share of joint venture and associated companies’ reserves – – – (4,475) – – (4,475) – (4,475)Other comprehensive loss – – – (14,654) – – (14,654) (5,391) (20,045)

Profi t after taxation – – 172,397 – – – 172,397 46,899 219,296Total comprehensive income/ (loss) – – 172,397 (14,654) – – 157,743 41,508 199,251

Share contribution by a non-controlling shareholder – – – – – – – 2,117 2,117Issue of shares in the Company upon exercise of Share Options 15 – – – – (3) 12 – 12Dividends paid to non-controlling shareholders – – – – – – – (41,589) (41,589)

Dividends Final dividend paid for the previous year – – – – (46,472) – (46,472) – (46,472) Interim dividend paid for the current year – – (36,145) – – – (36,145) – (36,145) Final dividend proposed for the current year – – (46,473) – 46,473 – – – –

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





THE COMPANY

Share Capital

$’000

Revenue Reserve

$’000

Dividend Reserve

$’000

Other Reserve

$’000

Total Equity $’000

Year ended 30 September 2010Balance at 1 October 2009 277,538 799,741 46,473 49 1,123,801

Profi t after taxation – 121,738 – – 121,738Total comprehensive income – 121,738 – – 121,738

Dividends Final dividend paid for the previous year – – (46,473) – (46,473) Interim dividend paid for the current year – (36,145) – – (36,145) Final dividend proposed for the current year – (134,254) 134,254 – –

– (170,399) 87,781 – (82,618)Balance at 30 September 2010 277,538 751,080 134,254 49 1,162,921

Year ended 30 September 2009Balance at 1 October 2008 277,523 693,678 46,472 52 1,017,725

Profi t after taxation – 188,681 – – 188,681Total comprehensive income – 188,681 – – 188,681

Issue of shares in the Company upon exercise of Share Options 15 – – (3) 12

Dividends Final dividend paid for the previous year – – (46,472) – (46,472) Interim dividend paid for the current year – (36,145) – – (36,145) Final dividend proposed for the current year – (46,473) 46,473 – –

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

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Cash Flow Statementfor the year ended 30 September 2010

THE GROUP2010 $’000

2009 $’000

(restated)

CASH FLOWS FROM OPERATING ACTIVITIESProfi t before taxation and exceptional items 500,831 313,579Loss before taxation and exceptional item from discontinued operations (8,470) (12,015)

492,361 301,564Adjustments for: Depreciation of fi xed assets 66,446 57,373 (Profi t)/ Loss on disposal of fi xed assets (net) (217) 1,231 Changes in fair value of fi nancial instruments 3,065 2,662 Amortisation of intangible assets 175 426 Investment income (918) (1,616) Interest income (13,697) (6,661) Interest expense 12,952 9,237 Impairment of fi xed assets (net) 5,415 1,612 Impairment of intangible assets – 4,773 Additional/ (Write-back of) employee share-based expense 9,160 (314) Provision for employee benefi ts 1,821 679 Share of joint venture and associated companies’ profi ts (28,675) (13,733) Loss recognised from discontinued operations 554 7,821

Operating cash fl ows before working capital changes 548,442 365,054Change in inventories 14,336 (568)Change in trade and other receivables 8,769 11,868Change in trade and other payables (10,774) 39,546Change in joint venture/ associated and related companies’ balances 319 (14,186)Currency realignment (39,388) 3,280

Cash generated from operations 521,704 404,994Interest received 14,261 7,800Interest paid (10,629) (12,830)Employee benefi ts paid (912) (3,227)Payment of cash-settled options (241) (1,042)Income taxes paid (120,906) (80,912)Net cash from operating activities 403,277 314,783





2009 $’000

(restated)

CASH FLOWS FROM INVESTING ACTIVITIESDividends from joint venture companies 27,749 23,198Purchase of investments (303) –Proceeds from disposal of investments – 102Proceeds from disposal of fi xed assets 3,144 1,713Purchase of intangible assets (36,645) –Investment income 918 1,616Compensation fee income – 11,085Purchase of fi xed assets (87,840) (88,738)(Addition)/ Repayment of trade advances (7,257) 6,242Increase in investment in a joint venture company (143) (2,098)Net cash infl ow from disposal of subsidiary companies 35,600 3,220Purchase of additional interest in a subsidiary company – (3,783)Net cash outfl ow on acquisition of subsidiary companies (501,386) –Net cash used in investing activities (566,163) (47,443)

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issue of shares by the Company – 12Proceeds from issue of shares by a subsidiary company – 2,117Proceeds/ (Repayment) of bank borrowings (net) 357,097 (88,780)Repayment of loan from a non-controlling shareholder – (2,617)Payment of dividends:– by the Company to shareholders (82,618) (82,617)– by subsidiary companies to non-controlling shareholders (52,965) (41,589)Net cash from/ (used) in fi nancing activities 221,514 (213,474)

Net increase in cash and cash equivalents 58,628 53,866Effect of exchange rate changes on cash and cash equivalents (9,318) (4,731)Cash and cash equivalents at beginning of year 182,122 132,987Cash and cash equivalents at end of year 231,432 182,122

Cash and cash equivalents at end of year consist of:Bank fi xed deposits 126,832 102,572Cash and bank balances 109,873 90,260Less: Bank overdrafts (Note 27) (5,273) (10,710)

231,432 182,122


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Analysis of disposal of subsidiary companiesNon-current assets (57,470) –Current assets (15,207) (2,624)Current liabilities 39,433 3,107Non-current liabilities 55 –Cash and cash equivalents (102) (547)

(33,291) (64)Gain on disposal (2,411) (3,703)Consideration received (35,702) (3,767)Add: Cash and cash equivalents of subsidiary companies 102 547Net cash infl ow from disposal of subsidiary companies (35,600) (3,220)

Analysis of acquisition of subsidiary companiesNon-current assets 132,378 8,272Current assets 100,560 528Current liabilities (119,553) (6,736)Non-current liabilities (12,713) –Cash and cash equivalents 14,497 –

115,169 2,064Less: Non-controlling interests (16,674) (849)

98,495 1,215Goodwill arising on acquisition 417,388 4,704Consideration paid 515,883 5,919Less: Funded by a non-controlling shareholder – (451) Cash injection by subsidiary company – (5,468) Cash and cash equivalents of subsidiary companies (14,497) –Net cash outfl ow on acquisition of subsidiary companies 501,386 –





Notes to the Financial Statementsfor the year ended 30 September 2010

The following Notes form an integral part of the Financial Statements on pages 75 to 83.

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

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

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

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

The group operates 36 breweries in 13 countries in the Asia Pacifi c region. The fi nancial statements of the Company and the consolidated fi nancial statements of the group were authorised for issue in accordance with a resolution of the directors on 11 November 2010.

2. ACCOUNTING POLICIES 2.1 Basis of Preparation

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

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

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

During the year, the Company and the group adopted the following FRS, revised FRS and amendments to FRS that are applicable in the current fi nancial year.

FRS 1 Presentation of Financial Statement – Revised PresentationFRS 23 (Revised) Borrowings CostsFRS 27 (Amendments) Consolidated and Separate Financial StatementsFRS 103 (Revised) Business CombinationsFRS 107 (Amendments) Financial Instruments: DisclosuresFRS 108 Operating Segments

Except as set out below, the adoption of the above FRS, revised FRS and amendments to FRS has no material effect on the

fi nancial statements of the Company and the group.

FRS 1 Presentation of Financial Statement – Revised Presentation The revised FRS 1 separates owner and non-owner changes in equity. The statement of changes in equity includes only details of

transactions with owners, with all non-owner changes in equity presented in the statement of other comprehensive income. In addition, the standard introduces the statement of comprehensive income which presents income and expenses recognised in the period. This statement may be presented in one single statement, or two linked statements. The group has elected to present this statement as two linked statements. This is a change in presentation and does not affect the recognition or measurement of the entity’s transactions.

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2. ACCOUNTING POLICIES (continued) 2.1 Basis of Preparation (continued) FRS 103 (Revised) Business Combinations

The revised FRS 103 introduces a number of changes to the accounting for business combinations that will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results. Please refer to note 2.2 for the revised accounting policy on the Basis of Consolidation.

According to its transitional provisions, the revised FRS 103 is to be applied prospectively. Assets and liabilities that arose from business combinations whose acquisition dates are before 1 October 2009 are not adjusted.

As a result of the adoption of revised FRS 103, transaction costs relating to the acquisition of interests in PT Multi Bintang Indonesia Tbk (“MBI”) and Grande Brasserie de Nouvelle Caledonie S.A (“GBNC”) of $5,904,000 have been recognised in the profi t statement.

FRS 27 (Amendments) Consolidated and Separate Financial Statements The revisions to FRS 27 principally change the accounting for transactions with non-controlling interests. Please refer to note 2.2

for the revised accounting policy on the Basis of Consolidation.

According to its transitional provisions, the revised FRS 27 has been applied prospectively and does not impact the group’s consolidated fi nancial statements in respect of transactions with non-controlling interest, attribution of losses to non-controlling interest, and disposals of subsidiary companies before 1 October 2009. The changes will affect future transactions with non-controlling interest.

2.2 Subsidiary Companies and Consolidation (a) Subsidiary Companies

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

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

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

(b) Basis of Consolidation Subsidiary companies are consolidated from the date of acquisition, being the date on which the group obtains control, and

continue to be consolidated until the date that such control ceases. The fi nancial year of the Company and all its subsidiary companies end on 30 September unless otherwise stated. The consolidated fi nancial statements of the group incorporate the fi nancial statements of the Company and all its subsidiary companies made up to 30 September. The fi nancial statements of subsidiary companies are prepared using consistent accounting policies. Adjustments are made to any dissimilar material accounting policies to conform to the group’s signifi cant accounting policies.

Acquisitions of subsidiary companies are accounted for using the acquisition method. The consideration transferred for the acquisition of a subsidiary company comprises the fair value of the assets transferred, liabilities assumed, equity interest issued by the group and any contingent consideration arrangement. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any change in the contingent consideration to be paid will be recognised in the profi t statement. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services received. The accounting policy on goodwill on acquisition of subsidiary company is described in Note 2.10.

Notes to the Financial Statementsfor the year ended 30 September 2010



Notes to Financial Statementsfor the year ended 30 September 2010

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

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

The group elects for each individual business combination, whether non-controlling interest in the acquiree is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifi able net assets.

In business combinations achieved in stages, previously held equity interests in the acquiree are re-measured to fair value at the acquisition date and any corresponding gain or loss is recognised in the profi t statement.

Transactions with non-controlling interests Non-controlling interest represents the equity in subsidiary companies not attributable, directly or indirectly, to owners of the

Company, and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet, separately from equity attributable to owners of the Company.

Total comprehensive income is attributed to the non-controlling interest based on their respective interest in a subsidiary company, even if this results in the non-controlling interest having a defi cit balance. As this change has been implemented prospectively, no adjustment is necessary to any of the amounts previously recognised in the fi nancial statements. Under the previous policy, the allocation of losses to non-controlling interests was capped to their interest in the subsidiary company’s equity, with the excess allocated to the controlling shareholder. When the subsidiary company subsequently made profi ts, profi ts are allocated to the non-controlling interests only when the losses previously absorbed by the controlling shareholder are made good.

A change in ownership interest in subsidiary companies that do not result in a change of control is accounted for as equity transactions. The carrying amounts of the controlling and non-controlling interests will be adjusted to refl ect the changes in their relative interests of the subsidiary company. Any differences between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognised directly in equity and attributed to owners of the parent.

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

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

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

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

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

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

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2. ACCOUNTING POLICIES (continued) 2.3 Joint Venture Companies (continued)

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

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

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

2.4 Associated Companies An associated company (not being a subsidiary company or joint venture company) is a company in which the group exercises

signifi cant infl uence over the fi nancial and operating policy decisions.

The group’s investments in associated company are accounted for in the same way as investments in joint venture company. In the Company’s separate fi nancial statements, interest in associated company is carried at cost less impairment loss.

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

2.5 Revenue Recognition Revenue from sale of goods represents the invoiced value of net sales (including excise duties and net of trade discounts) but

excluding container deposits and goods and services tax. Other revenue represents service fee and management fee.

Revenue from the sale of goods is recognised upon the transfer of signifi cant risk and rewards of ownership of the goods to the customer, which generally coincides with delivery and acceptance of the goods sold.

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

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

Royalty and management fees are recognised on an accrual basis.

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

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

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

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

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




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

Deferred income tax is provided in full, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements.

Deferred tax liabilities are recognised for all temporary differences, except where the deferred tax liabilities arise from the initial

recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t or loss.

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

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

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

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

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

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

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

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

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

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2. ACCOUNTING POLICIES (continued) 2.8 Fixed Assets (continued)

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

Leasehold land – Lease term (ranging from 10 to 99 years)Building – 10 to 60 years or term of lease (whichever is lower)Plant and machinery – 5 to 40 yearsOther fi xed assets – 1 to 20 years

Capital Work-in-Progress includes fi xed assets under construction and the advance and progress payments made for the fi xed

assets are not depreciated until each stage of development is completed and becomes operational.

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

2.9 Borrowing Costs Borrowing costs that are directly attributable to acquisition and/ or construction are capitalised as part of the cost of the fi xed asset.

Capitalisation of borrowing costs commences when activities to prepare the fi xed assets are in progress until the fi xed asset is ready for its intended use. Other borrowing costs are expensed as incurred.

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

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

The useful lives of these intangible assets are assessed to be either fi nite or indefi nite. Amortisation charged on fi nite intangible assets is taken to the profi t statement as amortisation expense.

Goodwill Goodwill on acquisition is identifi ed as being the excess of the sum of the fair value of the consideration transferred in the business

combination, the amount of non-controlling interest in the acquiree, and the fair value of the group’s previously held equity interest in the acquiree, over the net fair value of the acquiree’s identifi able assets and liabilities. In instances where the latter amount exceeds the former, the excess is recognised as a gain in the profi t statement on the acquisition date.

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

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

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

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




2. ACCOUNTING POLICIES (continued) 2.10 Intangible Assets (continued) Goodwill (continued)

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

Internally generated goodwill is not capitalised.

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

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

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

Other Intangible Assets

Other intangible assets comprise of distributor relationship and club membership and they are amortised on a straight-line basis over the remaining useful lives.

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

2.11 Inventories All inventories including containers (comprising returnable bottles, cases and pallets) are stated at the lower of cost and net

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

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

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

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

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2. ACCOUNTING POLICIES (continued) 2.13 Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in bank, deposit with fi nancial institution and bank overdraft. Bank overdraft is included within borrowings on the balance sheet. Cash and cash equivalents are readily convertible to known amount of cash and are subject to an insignifi cant risk of changes in value.

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

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

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

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

2.15 Employee Benefi ts Long Service Leave/ Severance Allowance/ Gratuity

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

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

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

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

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

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

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




2. ACCOUNTING POLICIES (continued) 2.15 Employee Benefi ts (continued) Phantom Share Options

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

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

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

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

2.16 Functional and Foreign Currencies (a) Functional Currency

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

(b) Foreign Currency Transactions

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

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

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

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

items are translated into presentation currency at average exchange rates ruling during the year and assets and liabilities are translated into presentation currency at exchange rates ruling at the balance sheet date. Exchange differences arising from translation of foreign subsidiary companies, joint venture and associated companies are recognised in other comprehensive income and accumulated under exchange reserve as a separate component of equity.

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

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2. ACCOUNTING POLICIES (continued) 2.17 Exceptional Items

Exceptional items are items of income and expense of such size, nature or incidence that their disclosure is relevant to explain the performance of the Company and group for the year.

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

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

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

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

2.19 Impairment of Non-Financial Assets The carrying amounts of the group’s assets are reviewed at each reporting date or when annual impairment testing is required, to

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

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

A reversal of impairment loss is recognised in the income statement, unless the asset is carried at revalued amount, in which case,

such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised in the profi t statement, a reversal of that impairment is also recognised in the profi t statement.

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

2.20 Financial Assets (a) Classifi cation

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

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

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




2. ACCOUNTING POLICIES (continued) 2.20 Financial Assets (continued) (a) Classifi cation (continued) (ii) Loans and receivables

Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market.

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

that the group has the positive intention and ability to hold to maturity. The group’s held-to-maturity investments include investments in government and corporate bonds.

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

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

(b) Recognition and Derecognition Financial assets are recognised on the balance sheet when, and only when, the group becomes a party to the contractual

provisions of the fi nancial instrument.

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

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

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

or loss, which are recognised at fair value.

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

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

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

Realised and unrealised gains and losses arising from changes in the fair value of fi nancial assets at fair value through profi t or loss are included in the profi t statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of available-for-sale fi nancial assets are recognised in the other comprehensive income and accumulated under fair value reserve within equity, except that impairment losses, exchange gains and losses on monetary instruments and interest calculated using the effective interest method and recognised in profi t statement.

When available-for-sale fi nancial assets are sold or impaired, the accumulated fair value adjustments in the fair value reserve within equity will be released through the profi t statement.

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2. ACCOUNTING POLICIES (continued) 2.20 Financial Assets (continued) (e) Determination of Fair Value

The fair values of quoted fi nancial assets are based on current bid prices. The unquoted investments that do not have quoted market prices in an active market nor other methods of reasonably estimating the fair value are carried at cost.

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

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

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

(ii) Assets carried at cost If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value

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

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

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

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

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

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




2. ACCOUNTING POLICIES (continued) 2.21 Derivative Financial Instruments (continued)

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

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

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

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

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

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

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

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

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

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

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

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

When an unrecognised fi rm commitment is designated as at hedged item, the subsequent cumulative change in the fair value of the fi rm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in the profi t statement.

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2. ACCOUNTING POLICIES (continued) 2.22 Signifi cant Accounting Estimates and Judgements

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

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

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

(i) Impairment of non-fi nancial and fi nancial assetsGoodwill and brands

Goodwill and brands are tested for impairment at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill and brands are allocated. Estimating the value in use requires the group to make an estimate of the expected future cash fl ows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows. The carrying amount of the goodwill and brands at balance sheet date is disclosed in Note 18 and Note 19.

Investment in joint venture and associated companies The group assesses at each reporting date whether there is any objective evidence that the impairment in joint venture and

associated companies are impaired. Where there is objective evidence of impairment, the recoverable amount is estimated based on the higher of the value-in-use and the fair value less costs to sell. Estimating the value in use requires the group to make an estimate of the expected future cash fl ows from the joint venture and associated companies and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows which refl ects the risk profi le of the investee and economic assumptions regarding the industry and geographical jurisdiction in which the investee operates. Changes in assumptions about these factors could affect the recoverable amount of the investees. The carrying amount of the investment in joint venture and associated companies have been disclosed in the balance sheet.

Investment in available-for-sale fi nancial assets The group assesses at each balance sheet date whether there is any objective evidence that any available-for-sale fi nancial

asset is impaired. To determine whether there is objective evidence of impairment, the group considers factors such as the market condition and whether there is a signifi cant prolonged decline in the values of these fi nancial assets.

Where there is objective evidence of impairment for quoted available-for-sale fi nancial assets, the difference between the cost and current fair value is recognised as impairment loss. Where there is objective evidence of impairment for unquoted available-for-sale fi nancial assets, the recoverable value is estimated based on the amount and timing of the future cash fl ows.

Loans and receivables The group assesses at each balance sheet date whether there is any objective evidence that a loan or receivable is impaired.

To determine whether there is objective evidence of impairment, the group considers factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash fl ows are estimated based on historical loss experience for assets with similar credit risk characteristics.




2. ACCOUNTING POLICIES (continued) 2.22 Signifi cant Accounting Estimates and Judgements (continued) (a) Key Sources of Estimation Uncertainty (continued) (ii) Income taxes

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

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

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

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

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

3. REVENUE


2010 $’000

2009 $’000

(restated)

2010 $’000

2009 $’000

Sale of goods 2,492,546 1,985,077 – –Service and management fees 4,565 4,886 11,329 8,179Royalty income 14,035 9,087 33,217 28,537

2,511,146 1,999,050 44,546 36,716

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4. PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS


2010 $’000

2009 $’000

(restated)

2010 $’000

2009 $’000

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

Depreciation of fi xed assets 66,446 57,373 444 480Impairment of fi xed assets (net) 5,415 1,612 – –Impairment of intangible assets – 4,773 – 2,513Amortisation of intangible assets 175 426 48 426Allowance for bad and doubtful debts 423 955 – –Write-back of allowance for bad and doubtful debts (353) (413) – –Allowance for inventory obsolescence 4,466 2,562 – –Provision for employee benefi ts 1,821 679 – –Staff costs (excludes directors’ and key executive offi cers’ remuneration) 159,470 150,233 13,543 15,325Defi ned contribution plan (excludes directors’ and key executive offi cers’) 3,367 4,659 668 524Share option expense/ (write-back) (excludes directors’ and key executive offi cers’) 7,303 (554) 3,248 (262)Directors of the Company: Fees 553 501 456 452 Remuneration 2,261 1,979 2,261 1,979Key executive offi cers: Remuneration 2,987 2,993 2,987 2,993 Share option expense 1,857 240 1,857 240 Central Provident Fund contribution 50 47 50 47Auditors’ remuneration: Auditor of the Company – Current year 241 218 95 100 – (Over)/ Under-provision for prior year (30) 27 (27) 47 Other auditors – Current year 985 509 – – – Under-provision for prior year 18 10 – –Others fees paid to: Auditor of the Company 248 32 248 – Other auditors 638 95 – –




4. PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS (continued)


2010 $’000

2009 $’000

(restated)

2010 $’000

2009 $’000

(b) Net interest income/ (expense)

Interest incomeSubsidiary companies – – 2,405 1,747Bank and other deposits 10,570 4,598 147 65Others 3,127 2,063 – –

13,697 6,661 2,552 1,812Interest expenseBank loans and overdrafts (12,733) (9,183) (7,865) (588)Others (219) (54) – (46)

(12,952) (9,237) (7,865) (634)745 (2,576) (5,313) 1,178

(c) Included in Other income/ (expense) (net)Profi t/ (Loss) on disposal of fi xed assets 217 (1,231) 23 (14)Rental income – 192 – –Job credit income 628 1,235 136 234Changes in fair value of fi nancial instruments (3,065) (2,662) 2,331 1,309Foreign exchange gain/ (loss) 2,070 (10,173) (2,785) (2,279)Income from sale of scrapped items, beer drums and by-product 2,273 1,953 – –

5.

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–

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

stout essentially in the country it is produced.

Year ended 30 September 2010

Geographical SegmentSingapore

$’000Malaysia

$’000

Papua New Guinea

$’000

NewZealand

$’000Indochina

$’000

NewAcquisitions

$’000Mongolia

$’000Sri Lanka

$’000China$’000

Thailand$’000

Corporate Offi ce

$’000Group$’000

Revenue 472,224 – 262,390 456,008 935,431 329,106 23,248 17,745 – – 14,994 2,511,146Profi t/ (Loss) before interest, taxation and exceptional itemsSubsidiary companies 76,560 – 79,531 30,585 241,694 55,238 5,211 (982) – – (16,426) 471,411Joint venture and associated companies 5,233 17,653 – – – 699 – – 148

4,942 – 28,675

81,793 17,653 79,531 30,585 241,694 55,937 5,211 (982) 148 4,942 (16,426) 500,086Interest income 13,697Interest expense (12,952)Exceptional items (258)Taxation (138,233)Profi t after taxation (continuing operations) 362,340Loss after taxation (discontinued operations) (6,059)Non-controlling interest, net of taxes (93,177)Attributable profi t/ (loss)– Continuing operations 269,163– Discontinued operations (6,059)

263,104Total assetsNon-current assets 80,594 – 74,219 253,700 330,156 529,331 25,040 11,282 – – 37,317 1,341,639Investment in associated and joint venture companies 5,771 51,848 – 362 – 5,888 – – 172,868 44,179 – 280,916Current assets 68,409 – 25,596 116,044 121,794 92,840 6,379 5,075 – – 19,083 455,220Tax assets 9,681Bank deposits and cash balances 236,705

2,324,161Total liabilitiesLiabilities 85,794 – 44,616 70,293 142,951 90,267 8,021 4,473 – – 36,042 482,457Tax liabilities 126,281Borrowings 445,572

1,054,310Other segment informationCapital expenditure 3,948 – 24,886 12,260 31,804 454,466 4,214 803 – – 37,082 569,463Depreciation and amortisation– continuing operations 10,283 – 4,613 18,861 24,302 5,474 2,271 290 – – 527 66,621– discontinued operations 540Impairment of fi xed assets 391 – 16 – 4,202 806 – – – – – 5,415Attributable profi t/ (loss) before exceptional items 67,224 17,653 30,629 15,684 120,336 31,731 1,999 (730) 148 4,942 (20,195) 269,421– Exceptional items (258) – – – – – – – – – – (258)Attributable profi t/ (loss)– Continuing operations 66,966 17,653 30,629 15,684 120,336 31,731 1,999 (730) 148 4,942 (20,195) 269,163– Discontinued operations (6,059)

263,104

Business SegmentBrewery

$’000Investment

$’000Corporate Offi ce

$’000Group $’000

Revenue 2,496,152 – 14,994 2,511,146Profi t/ (Loss) before interest, taxation and exceptional items 515,594 918 (16,426) 500,086Total assets 2,238,173 19,281 66,707 2,324,161Capital expenditure 532,381 – 37,082 569,463

Indochina: Cambodia, Laos and VietnamNew Acquisitions: Indonesia and New Caledonia




5. GROUP SEGMENTAL REPORTING (continued) Year ended 30 September 2009

Geographical SegmentSingapore

$’000Malaysia

$’000

Papua New Guinea

$’000

NewZealand

$’000Indochina

$’000Mongolia

$’000South Asia*

$’000China$’000

Thailand$’000

Corporate Offi ce

$’000

Group$’000

(restated*)

Revenue 493,253 – 263,959 371,601 831,569 15,271 13,142 – – 10,255 1,999,050Profi t/ (Loss) before interest, taxation and exceptional itemsSubsidiary companies 64,851 – 77,109 10,635 163,862 (7,326) (864) – – (5,845) 302,422Joint venture and associated companies 5,817 12,811 – – – – – (5,869) 974 – 13,733

70,668 12,811 77,109 10,635 163,862 (7,326) (864) (5,869) 974 (5,845) 316,155Interest income 6,661Interest expense (9,237)Exceptional items 14,404Taxation (96,672)Profi t after taxation (continuing operations) 231,311Loss after taxation (discontinued operations) (12,015)Non-controlling interests, net of taxes (46,899)Attributable profi t/ (loss)– Continuing operations 182,584– Discontinued operations (10,187)

172,397Total assetsNon-current assets 87,530 – 55,540 267,218 365,711 22,971 67,317 – – 2,577 868,864Investment in associated and joint venture companies 5,500 48,727 – 383 – – – 180,857 44,111 – 279,578Current assets 66,408 – 41,212 111,016 128,435 3,348 24,849 – – 25,195 400,463Tax assets 4,733Bank deposits and cash balances 192,832

1,746,470Total liabilitiesLiabilities 89,019 – 47,502 65,096 154,262 2,292 13,298 – – 20,890 392,359Tax liabilities 92,871Borrowings 128,560

613,790Other segment informationCapital expenditure 3,456 – 28,663 22,703 29,586 1,900 2,295 – – 135 88,738Depreciation and amortisation– continuing operations 10,086 – 4,746 15,671 23,765 2,296 329 – – 906 57,799– discontinued operations 1,925Impairment of fi xed assets 61 – 382 434 735 – – – – – 1,612Impairment of intangible assets – – – – 2,260 – – – – 2,513 4,773Attributable profi t/ (loss) before exceptional items 59,749 12,811 37,593 6,598 72,882 (4,926) (1,601) (5,869) 974 (10,031) 168,180– Exceptional items (384) – – 3,703 – – – – – 11,085 14,404Attributable profi t/ (loss)– Continuing operations 59,365 12,811 37,593 10,301 72,882 (4,926) (1,601) (5,869) 974 1,054 182,584– Discontinued operations (10,187)

172,397* For the 2009 comparatives, the operating results of the India subsidiaries have been reclassifi ed to discontinued operations but the assets, liabilities and capital expenditures relating to the discontinued operations remained in the South Asia segment.

Business SegmentBrewery

$’000Investment

$’000Corporate Offi ce

$’000Group $’000

Revenue 1,988,795 – 10,255 1,999,050Profi t/ (Loss) before interest, taxation and exceptional items 320,384 1,616 (5,845) 316,155Total assets 1,659,645 17,059 69,766 1,746,470Capital expenditure 88,603 – 135 88,738

Indochina: Cambodia, Laos and VietnamSouth Asia: India and Sri Lanka

6.

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6. GROSS INCOME FROM INVESTMENTS


2010 $’000

2009 $’000

2010 $’000

2009 $’000

Quoted non-equity investment 30 26 – –Unquoted non-equity investments 888 1,590 – –

918 1,616 – –

7. EXCEPTIONAL ITEMS

Compensation fee income – 11,085 – 11,085Professional fees (258) (384) – –Gain on disposal of subsidiary companies – 3,703 – –

(258) 14,404 – 11,085

8. TAXATION

On profi t for the year:– Singapore tax 15,513 12,393 950 1,070– Overseas tax 127,667 83,055 10,042 14,067Provision for deferred taxation – Current 6,706 1,039 – –(Over)/ Under-provision in prior years– Current income tax (11,762) 1,192 (4,104) 3,335– Deferred tax 109 (350) – –Deferred tax – change in tax rate – (657) – –

138,233 96,672 6,888 18,472

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


2010 %

2009 %

2010 %

2009 %

Singapore statutory tax rate 17.0 17.0 17.0 17.0Effect of different tax rates of other countries 6.4 6.1 – –Effect of tax losses of subsidiary and joint venture companies not available for set-off 0.8 1.6 – –Effect of non-taxable income (0.5) (2.4) (22.8) (17.5)Effect of non-deductible expenses 1.6 3.8 6.4 1.1Utilisation of previously unrecognised tax losses – (1.1) – –Effect of (over)/ under-provision of tax in prior years (2.3) 0.3 (2.5) 1.6Adjustment due to change in tax rate – (0.2) – –Others 4.6 4.4 6.1 6.7Effective tax rate 27.6 29.5 4.2 8.9

As at 30 September 2010, certain overseas subsidiary companies have tax losses carried forward of approximately $43,949,000

(2009: $40,367,000). The availability of these losses to offset future profi ts of these overseas subsidiary companies is subject to the meeting of certain statutory requirements in the countries of tax residences of these companies. No deferred tax asset has been recognised for the tax losses due to the uncertainty of realisation at the balance sheet date.




9. DIVIDENDS

THE GROUP AND THE COMPANY

2010 $’000

2009 $’000

Interim dividend paid of 14 cents per share, one-tier tax exempt 36,145 36,145 (2009: 14 cents per share, one-tier tax exempt)Final dividend proposed of 52 cents per share, one-tier tax exempt 134,254 46,473 (2009: 18 cents per share, one-tier tax exempt)

170,399 82,618

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

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

number of ordinary shares outstanding during the year.

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

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

THE GROUP

2010 $’000

2009 $’000

Group attributable profi t/ (loss) to shareholders of the Company– Continuing operations – Before exceptional items 269,421 168,180 – After exceptional items 269,163 182,584– Discontinued operations – Before exceptional items (8,470) (10,187) – After exceptional items (6,059) (10,187)

Number of ordinary shares

Weighted average number of ordinary shares in issue applicable to basic earnings per share 258,180,774 258,180,274Effect of dilutive securities: Share options 42,593 31,597Adjusted weighted average number of ordinary shares applicable to diluted earnings per share 258,223,367 258,211,871

10

11

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90

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10. EARNINGS PER SHARE (Continued)

THE GROUP

2010 2009

Earnings per share from continuing operations attributable to the shareholders of the Company (cents per share)Basic – Before exceptional item 104.4 65.1 – After exceptional item 104.3 70.7Fully diluted – Before exceptional item 104.3 65.1 – After exceptional item 104.2 70.7Loss per share from discontinued operations attributable to the shareholders of the Company (cents per share)Basic – Before exceptional item (3.3) (3.9) – After exceptional item (2.3) (3.9)Fully diluted – Before exceptional item (3.3) (3.9) – After exceptional item (2.3) (3.9)

11. SHARE CAPITAL

THE GROUP AND THE COMPANY 2010 2009

No of Shares ’000

Share Capital $’000

No of Shares ’000

Share Capital $’000

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

All issued shares are fully paid-up.

The holders of ordinary share are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.

At the end of the year, there were 65,200 (2009: 65,210) un-issued ordinary shares of the Company under options granted pursuant to the Executives’ Share Option Scheme of the Company. Details of the Scheme are disclosed in paragraph (5)(a) of the Directors’ Report.

12. RESERVES

THE GROUP THE COMPANY2010 $’000

2009 $’000

2010$’000

2009 $’000

Capital reserve 15,799 15,799 – –Revenue reserve 908,197 815,492 751,080 799,741Exchange reserve (204,245) (123,034) – –Dividend reserve (Note 9) 134,254 46,473 134,254 46,473Other reserve 49 49 49 49

854,054 754,779 885,383 846,263

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

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

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




13. FIXED ASSETS

THE GROUP

Freehold Land$’000

Leasehold Land $’000

Building $’000

Plant & Machinery

$’000

Capital Work-in-Progress

$’000

Other Fixed

Assets $’000

Total $’000


Cost or ValuationAt beginning of year 9,750 13,583 253,409 754,322 62,308 118,061 1,211,433Currency realignment (358) (1,289) (12,305) (38,668) (4,602) (6,191) (63,413)Additions – – 251 3,821 80,379 3,389 87,840Disposals – – (185) (13,774) – (4,649) (18,608)Acquisition of subsidiary companies 2,738 1,357 37,873 46,378 5,064 6,123 99,533Disposals of subsidiary companies (1,967) (255) (10,503) (31,374) (897) (813) (45,809)Reclassifi cation – – 8,031 31,564 (45,555) 5,960 –At end of year 10,163 13,396 276,571 752,269 96,697 121,880 1,270,976

Representing:Cost 10,163 13,396 272,127 740,910 96,697 121,880 1,255,173Valuation 1976 – – – 103 – – 103Valuation 1988 – – 4,444 11,256 – – 15,700

10,163 13,396 276,571 752,269 96,697 121,880 1,270,976

Accumulated depreciation and impairmentAt beginning of year – 5,966 88,854 428,526 – 81,360 604,706Currency realignment – (802) (4,210) (20,067) – (4,808) (29,887)Depreciation charge– continuing operations – 414 9,574 42,094 – 14,364 66,446– discontinued operations – – 46 383 – 32 461Impairment charge – – 110 5,188 – 285 5,583Impairment charge write-back – – – (168) – – (168)Disposals of subsidiary companies – – (1,301) (6,483) – (391) (8,175)Disposals – – (244) (11,343) – (4,086) (15,673)Reclassifi cation – – 2,803 (2,439) – (364) –At end of year – 5,578 95,632 435,691 – 86,392 623,293

Net book value 10,163 7,818 180,939 316,578 96,697 35,488 647,683

13


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13. FIXED ASSETS (Continued)

THE GROUP

Freehold Land$’000

Leasehold Land $’000

Building $’000

Plant & Machinery

$’000

Capital Work-in-Progress

$’000

Other Fixed

Assets $’000

Total $’000


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

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

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

Accumulated depreciation and impairmentAt beginning of year – 5,881 80,585 387,764 – 75,152 549,382Currency realignment – (511) (780) 171 – 329 (791)Depreciation charge – continuing operations – 642 8,732 34,809 – 13,190 57,373– discontinued operations – – 175 1,299 – 134 1,608Impairment charge – – – 2,491 – 298 2,789Impairment charge write-back – (9) (66) (1,086) – (16) (1,177)Disposals – (37) (25) (5,422) – (8,200) (13,684)Reclassifi cation – – 233 8,500 – 473 9,206At end of year – 5,966 88,854 428,526 – 81,360 604,706

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

(a) The valuations for 1976 and 1988 were made by the directors of a subsidiary company based on appraisals by independent valuers.(b) Other fi xed assets comprise motor vehicles, forklift trucks, beer coolers and fi xtures and fi ttings.(c) Fixed assets with carrying amount of $3,624,000 (2009: $18,238,000) of subsidiary companies are charged as security for its bank

overdraft and borrowings (see Note 27).




13. FIXED ASSETS (Continued) The Company’s fi xed assets comprise motor vehicles, fi xtures and fi ttings and offi ce equipment.

THE COMPANY

2010 $’000

2009 $’000

Cost At beginning of year 4,790 5,197 Additions 248 135 Disposals (356) (542) At end of year 4,682 4,790Accumulated depreciation At beginning of year 3,346 3,198 Depreciation charge 444 480 Disposals (291) (332) At end of year 3,499 3,346

Net book value 1,183 1,444

14. SUBSIDIARY COMPANIES

THE COMPANY

2010 $’000

2009 $’000

Quoted equity shares, at cost 409,015 –Unquoted equity shares, at cost 761,848 681,058

1,170,863 681,058

Non-equity preference shares, at cost (unquoted) (a) 14,444 56,677Long term loan from a subsidiary company (unsecured) (b) (7,630) (7,630)Impairment of investment in subsidiary companies (c) (31,072) –

1,146,605 730,105

Market valueQuoted shares 478,294 –

Details of the Company’s subsidiary companies are included in Note 39.(a) The non-equity preference shares with carrying amount of $4,410,000 (2009: $4,410,000), $6,341,000 (2009: $6,341,000) and

$3,693,000 (2009: $7,773,000) held in subsidiary companies are redeemable and pay dividend at rates of 17.5%, 15% and 12% respectively. These preference shares carry no voting rights and may be redeemed any time from 1 October 2006 to 16 March 2017.

(b) The loan from a subsidiary company is interest-free, not expected to be repaid within the next 12 months and to be settled in cash.(c) During the fi nancial year, an impairment loss of $31,072,000 (2009: Nil) was recognised on the investment of subsidiary companies

to bring their carrying values to their recoverable values.

14


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14. SUBSIDIARY COMPANIES (Continued) Acquisition of subsidiary companies On 10 February 2010, the Company acquired 13,716,570 shares in Indonesia-based PT Multi-Bintang Indonesia Tbk (“MBI”) representing

65.1% interest in MBI (“MBI Shares”), 723,120 depository receipts of MBI Shares issued by Hollandsch Administratiekantoor B.V. representing approximately 3.4% interest in MBI and 1 share of PT Multi Bintang Indonesia Niaga held by Amstel International B.V.. Subsequently on 16 April 2010, the Company completed the purchase of additional 2,107,000 shares of MBI representing an additional controlling stake of 10.0% in MBI and 444,444 depository receipts of MBI Shares (representing approximately 2.1% interest in MBI) via a mandatory private tender offer. As of 16 April 2010, the Company holds an effective interest of approximately 80.6% in MBI (representing a controlling stake of 75.1% of the issued share capital of MBI and 5.5% interest in MBI held by depository receipts issued by Hollandsch Administratiekantoor B.V.). The total consideration paid for the acquisition amounts to $409,015,000 which was funded by internal cash resources, bank borrowings and issuance of medium term notes.

On 10 February 2010, the Company also acquired 610,975 shares in Grande Brasserie de Nouvelle Caledonie S.A. (“GBNC”) located in New Caledonia representing approximately 87.3% interest in GBNC. The consideration paid for the acquisition amounts to $106,868,000 which was funded by internal cash resources, bank borrowings and issuance of medium term notes.

The fair value and carrying value of the identifi able assets and liabilities arising from acquisition were fi nalised during the year based on a purchase price allocation undertaken by Deloitte & Touche Financial Advisory Services Pte Ltd and the goodwill recognised at the date of acquisition were:

THE GROUP

Fair value at date of

acquisition $’000

Carrying value at date of

acquisition $’000

Year ended 30 September 2010Non-current assets 132,378 71,237Current assets 100,560 95,910Current liabilities (119,553) (119,676)Non-current liabilities (12,713) (19,844)Cash and cash equivalents 14,497 14,497

115,169 42,124Less: Non-controlling interests (16,674) (6,501)Net asset value as at acquisition 98,495 35,623Goodwill arising from acquisition 417,388Total purchase consideration 515,883

Transaction costs Transaction costs related to the acquisition of $5,904,000 have been recognised in the “Administrative expenses” line item on the group

and Company’s profi t or loss for the year ended 30 September 2010. Impact of the acquisition on profi t or loss From the acquisition date, MBI and GBNC had contributed $329,106,000 of revenue and $40,347,000 to the group’s profi t after taxation

for the year. The impact on the results of the group as though the acquisition had taken place at the beginning of the year cannot be practicably quantifi ed.




14. SUBSIDIARY COMPANIES (Continued) Disposal of subsidiary companies On 10 February 2010, the Company completed the disposal of the entire issued share capital of its two wholly-owned India operations,

Asia Pacifi c Breweries (Aurangabad) Private Limited (“APBAL”) and Asia Pacifi c Breweries-Pearl Private Limited (“APBP”) at its carrying value. The disposal consideration was fully settled in cash.

The results of APBAL and APBP for the years ended 30 September are as follows:

THE GROUP

2010 $’000

2009 $’000

Revenue 5,188 41,171Expenses (12,390) (50,101)Loss before interest and tax (7,202) (8,930)Interest expense (net) (1,268) (3,085)Loss before taxation (8,470) (12,015)Taxation – –Loss after taxation (8,470) (12,015)Non-controlling interests – 1,828Loss after taxation and non-controlling interests (8,470) (10,187)Gain on disposal of subsidiary companies (Exceptional item) 2,411 –

Net loss after exceptional item (6,059) (10,187)

The cash fl ows attributable to APBAL and APBP are as follows: Operating (1,744) 1,272 Investing (256) (1,685) Financing 1,807 338

Loss per share from discontinued operations: (cents per share)– Basic – Before exceptional item (3.3) (3.9) – After exceptional item (2.3) (3.9)– Diluted – Before exceptional item (2.3) (3.9) – After exceptional item (2.3) (3.9)

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15. JOINT VENTURE COMPANIES


2010 $’000

2009 $’000

2010$’000

2009 $’000

Unquoted equity shares At cost – – 96,480 94,528 At net asset values on acquisition 332,842 332,842 – –Loans (unsecured) 70 70 274,350 274,350Allowance for impairment (19,085) (19,085) (68,000) (68,000)Share of net post acquisition reserves (39,161) (34,632) – –

274,666 279,195 302,830 300,878

The loans to a joint venture company are interest-free and not expected to be repaid within the next 12 months.

(a) The group’s share of the consolidated results of the joint venture companies are as follows:

Revenue 597,015 549,902 Profi t before taxation 38,283 21,321 Taxation (10,308) (7,588) Profi t after taxation 27,975 13,733

(b) The group’s share of the consolidated assets and liabilities of the joint venture companies are as follows:

Non-current assets 276,858 277,429 Current assets 208,188 189,136 Current liabilities (149,683) (134,163) Non-current liabilities (60,697) (53,207)

274,666 279,195

(c) There are no contingent liabilities relating to the group’s interest in the joint venture companies.

Details of the joint venture companies are included in Note 39.




16. ASSOCIATED COMPANIES

THE GROUP

2010 $’000

2009 $’000

Unquoted equity investment, at cost 5,505 250Share of net post acquisition reserves 745 133

6,250 383

The summarised fi nancial information of the associated companies are as follows:

(a) Results:

Revenue 10,001 2,059 Profi t before taxation 2,887 –* Taxation (561) –* Profi t after taxation 2,326 –*

(b) Assets and liabilities:

Non-current assets 8,746 134 Current assets 8,713 3,594 Current liabilities (6,686) (2,962) Non-current liabilities (5,178) –

5,595 766

(c) There are no contingent liabilities relating to the group’s interest in the associated companies.

* Less than $1,000.

Details of the associated companies are included in Note 39.

17


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17. OTHER INVESTMENTS


2010 $’000

2009 $’000

2010$’000

2009 $’000

Available-for-sale fi nancial assetsQuotedEquity investment At fair value – 3 – –UnquotedEquity investment At cost (a) 14 17 14 14

14 20 14 14

Held-to-maturity fi nancial assetQuotedNon-equity investment At fair value (b) 485 509 – –

Loans and receivablesUnquotedNon-equity investments (a) & (c) 12,575 9,783 – –Others (reclassifi ed to intangible assets) – 559 – –

12,575 10,342 – –

13,074 10,871 14 14

Market value of quoted investments (d)

Available-for-sale fi nancial asset Equity investment – 9 – –Held-to-maturity fi nancial asset Non-equity investment 485 509 – –

485 518 – –

(a) The unquoted investments do not have quoted market prices in an active market nor are there other methods readily available which can reasonably estimate their fair value. Hence it is not practicable to determine their fair value with suffi cient reliability without incurring excessive costs.

(b) The quoted non-equity investment carries interest rate of 6.0% (2009: 6.0%) per annum.(c) The unquoted non-equity investments carry interest rate of 0% to 10.4% (2009: 0% to 10.4%) per annum.(d) Market value of quoted investments is determined by reference to stock exchange quoted prices.




18. INTANGIBLE ASSETS


2010 $’000

2009 $’000

2010$’000

2009 $’000

Brands, Trademarks, Licences and Pouring RightsCost Balance at beginning of year 34,587 36,032 6,631 6,631 Currency realignment (5,362) (2,593) – – Addition 36,645 1,148 36,575 – Reclassifi cation 559 – – – Acquisition of subsidiary companies 27,589 – – – Disposal of subsidiary companies (1,802) – – – Balance at end of year 92,216 34,587 43,206 6,631

Accumulated amortisation & impairment Balance at beginning of year 10,278 4,797 6,583 3,644 Currency realignment (79) (35) – – Impairment charge – 4,773 – 2,513 Amortisation charge – continuing operations 175 426 48 426 – discontinued operations 79 317 – – Disposal of subsidiary companies (1,062) – – – Balance at end of year 9,391 10,278 6,631 6,583

Net book value 82,825 24,309 36,575 48

GoodwillCost, net of accumulated amortisation and impairment Balance at beginning of year 206,435 201,143 – – Currency realignment (20,720) (4,174) – – Acquisition of subsidiary companies 417,388 3,783 – – Acquisition of additional interests in subsidiary companies – 5,683 – – Disposal of subsidiary companies (18,932) – – – Balance at end of year 584,171 206,435 – –

Total net book value 666,996 230,744 36,575 48

19


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90

1–––––1

4–36––3

8

––––––

8

19. IMPAIRMENT TESTS FOR GOODWILL AND BRANDS Goodwill In accordance with FRS 103 Business Combinations, the carrying values of the group’s goodwill on acquisition of subsidiary companies

as at 30 September 2010 were assessed for impairment.

THE GROUP

As at 30 Sept 2010

($’000)

Basis on which recoverable

values are determined

Terminal growth rate

Pre-tax discount

rate

Carrying value of capitalised goodwill based on cash-generating unitsSubsidiary companies: DB Breweries Limited 97,179 Value-in-use 2% 12.3% Asia Pacifi c Brewery (Hanoi) Limited 4,353 Value-in-use 2% 20.3% Asia Pacifi c Brewery (Lanka) Limited 8,368 Value-in-use 2% 28.5% FBG Vietnam Holdings Pty Ltd 72,389 Value-in-use 2% 20.3% PT Multi Bintang Indonesia Tbk 370,643 See (*) Grande Brasserie de Nouvelle Caledonie SA 31,239 See (*)

584,171

THE GROUP

As at 30 Sept 2009

($’000)

Basis on which recoverable

values are determined

Terminal growth rate

Pre-tax discount

rate

Carrying value of capitalised goodwill based on cash-generating unitsSubsidiary companies: DB Breweries Limited 95,877 Value-in-use 2% 12.1% Asia Pacifi c Brewery (Hanoi) Limited 4,353 Value-in-use 2% 20.0% Asia Pacifi c Brewery (Lanka) Limited 8,423 Value-in-use 2% 24.9% FBG Vietnam Holdings Pty Ltd 78,850 Value-in-use 2% 20.0% Asia Pacifi c Breweries (Aurangabad) Private Limited 13,249 Value-in-use 2% 16.5% Asia Pacifi c Breweries-Pearl Private Limited 5,683 Value-in-use 2% 16.5%

206,435

(*) No impairment test was done since these subsidiary companies were acquired during the year.

(a) Goodwill is allocated for impairment testing to the individual entity which is also the cash-generating unit. The value-in-use calculation applies a discounted cash fl ow model using cash fl ow projections based on fi nancial budgets and forecasts approved by management covering a three-year period. Cash fl ows beyond the third year are extrapolated using estimated growth rates.

(b) The discount rate applied to the cash fl ow projections is derived from the cost of capital plus a reasonable risk premium at the date of assessment of the respective cash generating unit. The terminal growth rate used does not exceed the long term average growth rate of the respective industry and country in which the entity operates.

(c) Changes to the assumption used by the management to determine the impairment required, particularly the discount rate and terminal growth rate, can signifi cantly affect the results.

(d) No impairment loss was required for the fi nancial year ended 30 September 2010 for the goodwill assessed as their recoverable values were in excess of their carrying values.




19. IMPAIRMENT TESTS FOR GOODWILL AND BRANDS (continued) Brands The value-in-use calculations apply a discounted cash fl ow model using cash fl ow projections based on fi nancial budgets and forecasts

approved by management covering 3 to 5 year periods. The growth rate used does not exceed the average growth rate of the respective industry in which the brands operate. The discount rate applied to the cash fl ow projection is derived from the cost of capital plus a reasonable risk premium. The pre-tax discount rate used for the cash fl ow valuation for the brand is 20.3% (2009: 10.7% to 20.0%) per annum and terminal growth rate of 0% (2009: 2%) per annum.

No impairment test has been carried out on the brands acquired during the year.

Brands with a carrying amount of $78,485,000 (2009: $22,318,000) are assessed to have an indefi nite useful life and are not amortised.

20. INVENTORIES

THE GROUP

2010 $’000

2009 $’000

Containers 43,938 23,901Raw materials 34,805 30,392Manufactured goods 46,361 48,282Packaging materials 18,785 18,951Engineering spares, work-in-progress and other inventories 39,704 31,539Finished goods purchased for re-sale 13,254 5,058

196,847 158,123

(a) Inventories of $1,215,000 (2009: $2,372,000) of a subsidiary company are pledged as security for its bank overdrafts (see Note 27).

(b) Write-back of allowance of inventory obsolescence during the year amounted to $417,000 (2009: $1,654,000). The reversal on the allowance of inventory obsolescence was made when the related inventories were sold above their carrying amounts.

(c) The cost of inventories recognised as expense and included in Cost of Sales amounted to $1,100,149,000 (2009: $908,113,000).

21


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.

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he

21. TRADE AND OTHER RECEIVABLES


2010 $’000

2009 $’000

2010$’000

2009 $’000

Trade receivables 174,457 160,365 – –

Other receivablesCurrent Prepayments 29,793 16,393 142 714 Deposits 4,311 1,306 28 44 Tax recoverable 12,622 14,441 – – Interest receivable 1,525 2,089 – 3 Staff loans 1,692 1,560 287 9 Derivative fi nancial instruments 625 853 622 149 Other receivables 1,409 5,196 8 60

51,977 41,838 1,087 979

Non-current Prepayments 7,609 11,555 – – Staff loans 905 1,332 744 1,071 Other receivables 5,372 7,636 – –

13,886 20,523 744 1,071

(a) Trade receivables of the group are stated after deducting allowance for impairment of $2,024,000 (2009: $1,464,000).(b) At the balance sheet date, trade receivables amounting to $18,917,000 (2009: $17,925,000) are secured by collaterals provided

by customers.(c) Trade and other receivables of $2,459,000 (2009: $2,158,000) of a subsidiary company are pledged as security for bank overdrafts

and borrowings (see note 27).(d) As at 30 September 2010, trade and other receivables held in foreign currencies by the group are as follows: Indonesian Rupiah – 12.4% (2009: Nil%) New Zealand Dollar – 32.6% (2009: 28.0%) Papua New Guinea Kina – 5.8% (2009: 12.9%) Vietnam Dong – 14.3% (2009: 18.0%)(e) The carrying amounts of non-current receivables approximate their fair values.

Trade receivables that are past due but not impaired The group has trade receivables amounting to $29,039,000 (2009: $43,543,000) that are past due at the balance sheet date but not

impaired. The analysis of their aging at the balance sheet date is as follows:

THE GROUP

2010 $’000

2009 $’000

Trade receivables past due: Less than 30 days 20,689 24,399 30 to 60 days 4,310 7,858 61 to 90 days 1,497 4,054 91 to 120 days 393 1,330 More than 120 days 2,150 5,902

29,039 43,543




21. TRADE AND OTHER RECEIVABLES (continued) Trade receivables that are impaired The group’s trade receivables that are impaired at the balance sheet date and the movement of the allowance accounts used to record

the impairment are as follows:

THE GROUP

Collectively Impaired

Individually Impaired

2010 $’000

2009 $’000

2010 $’000

2009 $’000

Trade receivables – nominal amount – – 2,116 1,464Less: Allowance for impairment – – (2,024) (1,464)

– – 92 –

Movement in allowance accounts:Balance at beginning of year – – 1,464 1,383Currency realignment – – (123) (42)Acquisition of subsidiary companies – – 929 –Disposal of subsidiary companies – – (53) –Charge for the year – continuing operations – – 423 955 – discontinued operations – – – 53Written back – – (353) (413)Written off – – (263) (472)Balance at end of year – – 2,024 1,464

Trade receivables that are individually determined to be impaired at the balance sheet date relate to debtors that are in signifi cant fi nancial diffi culties and have defaulted in payments. These receivables are not secured by any collateral or credit enhancement.

22. SHORT TERM INVESTMENTS

THE GROUP

2010 $’000

2009 $’000

Loans and receivablesNon-equity investments (unquoted) 6,207 6,188

The loans and receivables carry interest rates of 8.9% to 11.9% (2009: 8.9% to 11.9%) per annum.

23

24

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cial

9 0

8

23. CASH AND BANK DEPOSITS


2010 $’000

2009 $’000

2010 $’000

2009 $’000

Cash and bank balances 109,873 90,260 7,670 11,495Bank fi xed deposits 126,832 102,572 2,619 29,064

236,705 192,832 10,289 40,559

(a) The bank fi xed deposits carry average interest rate of 5.5% (2009: 2.8%) per annum.(b) As at 30 September 2010, bank fi xed deposits, cash and bank balances held in foreign currencies by the group are as follows:

Indonesian Rupiah – 5.9% (2009:Nil%)Papua New Guinea Kina – 21.6% (2009: 20.1%)United States Dollar – 5.8% (2009: 23.9%)Vietnam Dong – 43.6% (2009: 26.4%)

24. TRADE AND OTHER PAYABLES


2010$’000

2009$’000

2010$’000

2009$’000

Trade payables 258,768 227,441 – –

Other payables Accrued operating expenses 84,498 72,890 12,813 11,627 Accrued staff costs 42,653 33,937 6,049 5,531 Interest payable 2,825 502 2,492 – Deposits 6,383 100 – – Provision for unconsumed leave 5,472 5,228 468 418 Accrued professional fees 5,501 1,107 3,547 240 Phantom share options 10,774 1,855 8,920 1,741 Derivative fi nancial instruments 2,360 2,498 – – Amount due to a non-controlling shareholder of a subsidiary company 4,094 – – – Other payables 24,873 16,822 1,069 602

189,433 134,939 35,358 20,159

As at 30 September 2010, trade and other payables held in foreign currencies by the group are as follows: Indonesian Rupiah – 14.5% (2009: Nil%) New Zealand Dollar – 14.6% (2009: 16.2%) Papua New Guinea Kina – 9.0% (2009: 32.0%) United States Dollar – 4.8% (2009: 10.1%) Vietnam Dong – 25.3% (2009: 32.0%) 25. AMOUNTS DUE FROM/ TO SUBSIDIARY COMPANIES The amounts due from/ to subsidiary companies are unsecured, interest-free, repayable on demand and to be settled in cash.




26. AMOUNTS DUE FROM/ TO JOINT VENTURE, ASSOCIATED AND RELATED COMPANIES The amounts due from/ to joint venture, associated and related companies are unsecured, interest-free, repayable on demand and to

be settled in cash.

27. BORROWINGS


2010$’000

2009$’000

2010$’000

2009$’000

Repayable within one year

Unsecured: Bank borrowings (a) 70,492 86,917 28,101 – Bank overdrafts (b) 2,990 10,651 – – Term loan (c) 1,262 1,323 – –

Secured: Bank borrowings (d) 532 4,864 – – Bank overdrafts (e) 2,283 59 – – Finance leases – 966 – –

77,559 104,780 28,101 –

Repayable after one year

Unsecured: Bank borrowings (a) 13,164 14,075 – – Term loans (f) 353,500 _ 353,500 –

Secured: Bank borrowings (d) 1,349 9,705 – –

368,013 23,780 353,500 –Total borrowings 445,572 128,560 381,601 –

(a) The unsecured bank borrowings bear interest at average rates of 0.5% to 6.5% (2009: 3.2% to 8.9%) per annum.

(b) The unsecured bank overdrafts bear interest at average rate of 2.1% (2009: 10.0% to 10.6%) per annum.

(c) The unsecured term loan is from an associated company and bears interest at the average rate of 2.7% (2009: 2.8%) per annum.

(d) The secured bank borrowings bear interest at average rates of 3.0% to 3.2% (2009: 10.9% to 12.9%) per annum and are secured by a mortgage over a subsidiary company’s fi xed assets (Note 13), inventories (Note 20), trade and other receivables (Note 21).

(e) The secured bank overdrafts bear interest at average rate of 12.0% (2009: 13.9%) per annum and are secured by a mortgage over a subsidiary company’s fi xed assets (Note 13), inventories (Note 20), trade receivables and other receivables (Note 21).

(f) The unsecured term loans bear interest at rates of 1.0% to 4.0% (2009: Nil%) per annum.

(g) As at 30 September 2010, borrowings held in foreign currencies by the group are as follows: New Zealand Dollar – 4.8% (2009: 28.5%) United States Dollar – 7.9% (2009: 10.9%) Vietnam Dong – Nil% (2009: 20.4%)

(h) The carrying values of bank borrowings approximate fair value as they bear interest at rates which approximate the current incremental borrowing rates for similar types of lending and borrowing arrangements.

28

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tal

28. DEFERRED TAX ASSETS AND LIABILITIES

THE GROUP

Balance Sheet Profi t Statement

2010$’000

2009$’000

2010$’000

2009$’000

Deferred tax assetsDeferred tax assets at the end of the fi nancial year relate to the following: Difference in depreciation – (49) – 1,462 Provision, expenses and income taken in a different period 9,681 4,782 4,192 87

9,681 4,733 4,192 1,549

Deferred tax liabilitiesDeferred tax liabilities at the end of the fi nancial year relate to the following: Difference in depreciation 37,422 23,721 11,156 1,830 Expenses taken in a different period 18,362 20,795 (2,385) (75) Fair value adjustments 6,752 – 94 – Gross deferred tax liabilities 62,536 44,516 8,865 1,755

Employee benefi ts (2,298) (1,476) (966) (387)Income/ (Provision) taken in a different period 30 (3,528) 3,188 1,141Unabsorbed losses and capital allowances – (1,470) – (715)Fair value adjustments (521) – (524) –Others (1,281) (1,819) 444 (213)Gross deferred tax (assets)/ liabilities (4,070) (8,293) 2,142 (174)

Net deferred tax liabilities 58,466 36,223 11,007 1,581

Deferred tax liabilities of $148,000 (2009: $1,881,000) have not been recognised for the withholding and other taxes that would be payable on the un-remitted earnings of the Company of $869,000 (2009: $11,059,000). During the year, tax benefi ts of $Nil (2009: $600,000) were recognised on losses transferred under the group relief system.

29. PROVISION FOR EMPLOYEE BENEFITS Long Service Leave/ Severance Allowance/ Gratuity Long service leave, severance allowance and gratuity benefi ts are provided by subsidiary companies based on the number of years of

service that employees have rendered at the end of each fi nancial year as required by local legislation in Vietnam, Cambodia, Sri Lanka, Indonesia, New Caledonia and Papua New Guinea.

THE GROUP

2010$’000

2009$’000

Balance at beginning of year 5,782 6,108Currency realignment (639) (593)Acquisition of subsidiary companies 1,509 –Disposal of subsidiary companies (54) –Provision for the year – continuing operations 1,821 679 – discontinued operations 14 2,815Payments made during the year (912) (3,227)Balance at end of year 7,521 5,782




29. PROVISION FOR EMPLOYEE BENEFITS (continued) Share Options At the balance sheet date, 65,200 (2009: 65,210) un-issued ordinary shares of the Company were under options granted pursuant to

the Company’s Executives’ Share Option Scheme (“the Scheme”). Details of the Scheme are disclosed under paragraph 5(a) of the Directors’ Report. The Scheme had expired in July 2004 and was succeeded by the Phantom Share Option Plan.

Options Offer date

Balance at beginning

of year

Options Exercised/

LapsedBalance at

end of yearExercise

Price Exercise Period

2000 22.12.1999 10 (10)* – $4.28 21.09.2002 to 20.11.20092001 20.12.2000 2,750 – 2,750 $3.91 19.09.2003 to 18.11.20102002 08.10.2001 5,650 – 5,650 $3.79 08.07.2004 to 07.09.20112003 15.10.2002 18,000 – 18,000 $4.79 15.07.2005 to 14.09.20122004 08.10.2003 38,800 – 38,800 $6.29 08.07.2006 to 07.09.2013

65,210 (10) 65,200

* Lapsed due to expiry.

The weighted average share price for share options exercised during the year was $Nil (2009: $10.30).

Phantom Share Option Plan (“PSOP”) The PSOP succeeds the Scheme. No shares will be issued and participants of the plan are not entitled to, and have no right or interest

in the shares of the Company. Grantees are granted options, at a specifi ed exercise price which has been calculated as the average of the closing market price for the thirty market days immediately before the grant (“Exercise Price”). The total number of phantom shares that may be granted under options in any one year shall not exceed 1% of the Company’s issued share capital at the time of the grant.

Grantees may exercise the options at any time during a 24-month exercise period (which commences 33 months after the effective date of the grant of the option). Upon exercise of the options, an amount in cash equal to the excess (if any) of the average of the closing market price for the thirty days immediately preceding the date the options are exercised of the phantom shares over their Exercise Price would be paid to the grantee. In the event the excess exceeds the Exercise Price, the amount payable by the Company to the grantee shall not exceed the Exercise Price. Options expire at the end of 57 months after the offer date unless an option has previously lapsed by reason of the cessation of the employment of the grantee after the grant of an option and before its exercise.

Options Offer date

Balance at beginning of

year or at offer date (if later)

Options Exercised/

Expired/Lapsed *

Balance at end of year

Exercise Price Exercise Period

2006 09.11.2005 198,725 (198,725) – $8.96 09.08.2008 to 08.08.20102007 07.11.2006 1,307,650 (15,000) 1,292,650 $15.34 07.08.2009 to 06.08.20112008 08.11.2007 1,547,850 (101,800) 1,446,050 $13.59 09.08.2010 to 06.08.20122009 08.11.2008 1,410,300 (58,600) 1,351,700 $10.95 08.08.2011 to 07.08.20132010 07.11.2009 1,489,750 (72,100) 1,417,650 $11.95 07.08.2012 to 07.08.2014

5,954,275 (446,225) 5,508,050 * Expired (19,250); Lapsed due to resignation (167,450); Exercised (259,525).

The weighted average share price for share options exercised during the year was $13.73 (2009: $12.20).

The fair value of the phantom share options as at the date of offer is estimated using the Binomial valuation model, taking into account the terms and conditions upon which the options were offered.

29

30


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0910111213

est of es nt.

ate ng ce ee ed

od

1011121314

unt

29. PROVISION FOR EMPLOYEE BENEFITS (continued)

Phantom Share Options

2010 2009 2008 2007 2006

Fair value at offer date $1.47 $1.22 $1.35 $2.97 $0.94Exercise price $11.95 $10.95 $13.59 $15.34 $8.96Share price at offer date $12.00 $10.32 $13.40 $15.50 $8.94

Assumptions used in Binomial valuation model to estimate fair value at offer date:Expected volatility 18.3% 20.8% 16.7% 24.8% 16.3%Risk free interest rate 1.4% 1.7% 2.3% 3.1% 2.7%Expected dividend yield 3.0% 3.3% 2.1% 1.9% 3.3%Expected life of options (years) 4.7 4.7 3.9 3.6 3.7


2010$’000

2009$’000

2010$’000

2009$’000

Liability for cash-settled option 10,774 1,855 8,920 1,741Cash-settled option charged/ (write-back) 9,160 (314) 5,105 (22)

Defi ned Benefi t Plan The group wound up its defi ned benefi t pension plan on 31 March 2009.

30. FUTURE COMMITMENTS Future commitments not provided for in the fi nancial statements:

THE GROUP

2010$’000

2009$’000

(a) Commitments in respect of contracts placed Fixed assets 22,650 13,768 Share of joint venture companies’ commitments 19,452 2,950

42,102 16,718(b) Other amounts approved by directors but not committed Fixed assets 37,855 53,074 Share of joint venture companies’ commitments 8,504 1,626

46,359 54,70088,461 71,418




31. LEASE COMMITMENTS


2010$’000

2009$’000

2010$’000

2009$’000

Lease commitments under non-cancellable operating leases: Payable within 1 year 11,065 11,806 1,014 589 Between 1 to 5 years 26,026 27,878 1,164 401 After 5 years 62,037 70,081 – –

99,128 109,765 2,178 990Operating lease expenses (principally for offi ces, land and equipment) 16,248 13,464 1,032 991

Operating leases do not contain any escalation clauses and do not provide for contingent rents. Lease terms do not contain restrictions on the group activities concerning dividends, additional debts or entering into other leasing agreements.

Lease commitments under non-cancellable fi nance lease where the group is a lessee:

THE GROUP

Present value of

payment2010$’000

Minimum lease

payments2010$’000

Present value of

payments2009$’000

Minimum lease

payments2009$’000

Minimum lease payments due: Payable within 1 year – – 966 992 Payable between 1 and 5 years – – – –

– – 966 992Less: Future fi nance charges – – – (26)Present value of minimum lease payments – – 966 966

32. CONTINGENT LIABILTIES

THE GROUP

2010$’000

2009$’000

Contingent liabilities not provided for in the fi nancial statements in respect of :– Guarantee given to bank on overdraft of an associated company 485 610

33


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33. RELATED PARTY TRANSACTIONS Signifi cant related party transactions entered into by the group and Company are:


2010$’000

2009$’000

2010$’000

2009$’000

Asia Pacifi c Investment Pte LtdManagement fees paid (5,037) (4,832) (5,037) (4,832)

Fraser and Neave, Limited and its subsidiariesManagement fees received 839 1,023 839 1,023Purchase of bottles (14,361) (21,809) – –Offi ce rental paid (1,621) (1,362) (909) (804)Management fees paid (918) (918) (18) (918)

Heineken N.V and its subsidiariesSale of beer 22,635 28,165 – –Royalty received 753 17 753 17Technical fees received 234 393 – –Royalties paid (27,967) (26,603) – –Purchase of raw materials/ beer/ equipment (19,979) (14,842) – –Technical fees paid (2,767) (1,199) – –

Joint venture companiesSale of beer 27,699 29,420 – –Service fees received 3,726 3,863 120 145Royalty received 13,282 9,070 13,282 9,070Purchase of beer (63,864) (78,962) – –

The transactions are based on agreed fees or terms determined on a commercial basis.




34. FINANCIAL RISK MANAGEMENT The Company and the group are exposed to market risk, including primarily changes in currency exchange rates and interest rates and

use derivatives and other instruments in connection with its fi nancial risk management activities. The Company and the group do not hold or issue derivatives fi nancial instruments for trading purposes.

The group has established processes to monitor and control hedging transactions in a timely and accurate manner. These policies are reviewed regularly by the Audit and Executive Committees to ensure that the group’s policies and guidelines are adhered to. The group’s accounting policies in relation to derivatives are set out in Note 2.

Foreign currency risk The group has exposure to foreign exchange risk as a result of transactions denominated in foreign currencies, arising from normal

trading and investment activities. When exposures are certain, it is the group’s policy to hedge these risks as they arise. For those exposures less than certain in their timing and extent, it is the group’s policy to cover 50% to 90% of anticipated exposure for a maximum period of 12 months forward. The group uses foreign currency exchange contracts to manage these exposures.

At 30 September 2010, the group had entered into forward foreign currency exchange buy contracts amounting to $72,974,000 (2009: $65,667,000) and forward foreign currency exchange sell contracts amounting to $35,840,000 (2009: $36,823,000). The fair value adjustment of the buy and sell contracts (which is the difference between the notional principal amount and market value of the contracts) is a loss of $2,360,000 (2009: $2,498,000) and a gain of $625,000 (2009: $853,000) respectively.

Sensitivity analysis for foreign currency risk A 10% strengthening of the foreign currencies against the underlying functional currencies at the balance sheet date would have

increased (decreased) profi t before tax by the amounts shown below. The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for fi nancial year ended 30 September 2009.


Profi t before tax

$’000

Profi t before tax

$’000

Year ended 30 September 2010Australian Dollar 456 –Euro 2,744 98Papua New Guinea Kina 1,131 1,131Sterling Pound 3 12United States Dollar (328) 1,214

Year ended 30 September 2009Australian Dollar 539 –Euro 2,154 –Papua New Guinea Kina 72 72Sterling Pound 338 –United States Dollar 558 260

A 10% weakening of the above foreign currencies against the underlying functional currencies at the balance sheet date would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

34


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–8124

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34. FINANCIAL RISK MANAGEMENT (continued) Liquidity risk The Company’s and the group’s exposure to liquidity risk arises in the general funding of the Company’s and the group’s business

activities. It includes the risk of being able to fund business activities in a timely manner.

The group adopts a prudent approach to managing its liquidity risk. The group always maintains suffi cient cash and marketable securities, and has available funding through a diverse sources of committed and uncommitted credit facilities from various banks.

The table below analyses the maturity profi le of the group’s and Company’s fi nancial liabilities (including derivative fi nancial instruments) based on contractual undiscounted cash fl ows.

Cash fl ows

THE GROUP

Carryingamount

$’000

Less than1 year$’000

Between 1 and 5 years

$’000

Over 5 years

$’000

As at 30 September 2010

Derivative fi nancial instruments Forward currency contracts 2,360 2,360 – –Non-derivative fi nancial instruments Trade payables 258,768 258,768 – – Other payables 170,827 170,827 – – Borrowings 445,572 90,061 223,644 197,978 Amounts due to related companies 15,683 15,683 – – Amounts due to joint venture and associated companies 11,052 11,052 – –

904,262 548,751 223,644 197,978

As at 30 September 2009

Derivative fi nancial instruments Forward currency contracts 2,498 2,498 – –Non-derivative fi nancial instruments Trade payables 227,441 227,441 – – Other payables 125,358 125,358 – – Borrowings 128,560 112,785 26,868 – Amounts due to related companies 18,396 18,396 – – Amounts due to joint venture and associated companies 5,801 5,801 – –

508,054 492,279 26,868 –




34. FINANCIAL RISK MANAGEMENT (continued)

Cash fl ows

THE COMPANY

Carryingamount

$’000

Less than1 year$’000


$’000

Over 5 years

$’000

As at 30 September 2010Non-derivative fi nancial instruments Other payables 25,970 25,970 – – Borrowings 381,601 37,950 207,822 197,978 Amounts due to subsidiary companies 3,059 3,059 – – Amounts due to related companies 796 796 – – Amounts due to joint venture companies 269 269 – –

411,695 68,044 207,822 197,978

As at 30 September 2009Non-derivative fi nancial instruments Other payables 18,000 18,000 – – Amounts due to related companies 1,021 1,021 – – Amounts due to joint venture companies 120 120 – –

19,141 19,141 – –

Credit risk The Company’s and the group have no signifi cant concentration of credit risk. The Company and the group have policies in place to

monitor credit risk. Sales of products and services are made to customers with an appropriate credit history.

Cash and fi xed deposits are placed in banks and fi nancial institutions which are regulated. The group limits its credit risk exposure in respect of investments by only investing in liquid securities and only with counterparties that have a sound credit rating. Management does not expect any counterparty to fail to meet its obligations.

Information regarding fi nancial assets that are either past due or impaired and aging is disclosed in Note 26. Management believes that no additional credit risk beyond that provided for is inherent in the group’s trade and other receivables.

With respect to derivative fi nancial instruments, credit risk arises from the potential failure of counterparties to meet their obligations under the contract or arrangement. The group’s maximum credit risk exposure for forward foreign currency exchange contracts is limited to the fair value adjustments of these contracts. It is the Company’s and the group’s policy to enter into fi nancial instruments with a diversity of credit-worthy counterparties. The Company and the group do not expect to incur material credit losses on their fi nancial assets or other fi nancial instruments.

The Company and the group do not have signifi cant exposure to any individual customer or counterparty.

34


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–8–––8

––––

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in ent

hat

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h a cial


The group’s maximum exposure to credit risk for trade debtors at the balance sheet date is as follows:

The Group

2010 2009

$’000 % of total $’000 % of total

By Business Activity Breweries 174,457 100 160,365 100

By TerritorySingapore 44,373 25 39,344 24Papua New Guinea 10,900 6 27,184 17New Zealand 61,886 36 56,365 35Indochina 26,633 15 24,826 16Indonesia 18,072 10 – –New Caledonia 9,741 6 – –Mongolia 965 1 744 1South Asia 1,887 1 11,902 7

174,457 100 160,365 100

Interest rate risk The Company’s and the group’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio in fi xed

deposits and bonds and its debt obligations with fi nancial institutions. The Company’s and the group’s policy is to manage its interest cost using a mix of fi xed and variable rate debts. The group is in a net interest income position for the fi nancial year ended 30 September 2010 (net interest expense position for year ended 30 September 2009).

The following table sets out the carrying amount, by maturity, of the group’s and Company’s fi nancial instruments that are exposed to interest rate risk:

Fixed rates

THE GROUP

Variable rates$’000

Less than 1 year$’000


$’000

After 5 years

$’000Total$’000

As at 30 September 2010AssetsNon-current assets – – 20,055 – 20,055Short term investments – 6,207 – – 6,207Bank fi xed deposits – 126,832 – – 126,832

– 133,039 20,055 – 153,094

LiabilityBorrowings 168,018 22,099 175,869 79,586 445,572

As at 30 September 2009AssetsNon-current assets – – 21,069 – 21,069Short term investments – 6,188 – – 6,188Bank fi xed deposits – 102,572 – – 102,572

– 108,760 21,069 – 129,829

LiabilitiesBorrowings 80,261 47,333 – – 127,594Finance leases – 966 – – 966

80,261 48,299 – – 128,560





Fixed rates

THE COMPANY

Variable rates$’000

Less than 1 year$’000


$’000

After 5 years

$’000Total$’000

As at 30 September 2010AssetsBank fi xed deposits – 2,619 – – 2,619

LiabilityBorrowings 127,495 – 174,520 79,586 381,601

As at 30 September 2009AssetBank fi xed deposits – 29,064 – – 29,064

Interest on fi nancial instruments classifi ed as variable rate is repriced at intervals of less than one year. Interest on fi nancial instruments classifi ed as fi xed rate is fi xed until the maturity of the instrument. The other fi nancial instruments of the group that are not included in the above table are non-interest bearing and are therefore not subjected to interest rate risk.

Sensitivity analysis for interest rate risk It is estimated that a hundred basis points increase in interest rate, with all other variables held constant, would decrease the group’s

profi t before tax by approximately $1,680,000 (2009: $803,000), arising mainly as a result of higher interest expense on net fl oating rate borrowing position. The analysis is performed on the same basis for fi nancial year ended 30 September 2009.

Market risk The Company and the group are exposed to market risk and risk of impairment in the value of investments held. The Company and the

group manage the risk of impairment by evaluation of investment opportunities, continuously monitoring the performance of investments held and assessing the market risk relevant to the investments.

Fair values The following methods and assumptions are used to estimate the fair value of each class of fi nancial instruments for which it is practicable

to estimate that value:

(a) Cash and bank deposits, other receivables and other payables The carrying amounts of these balances approximate fair value due to their short term nature.

(b) Trade receivables and trade payables The carrying amounts of trade receivables and trade payables approximate fair value because they are subject to normal trade

credit terms.

(c) Amounts due from/ to related companies The carrying values of amounts due from/ to related companies in current assets and current liabilities approximate fair value due

to their short term nature. No disclosure of fair value is made for non-current amounts due from/ to related companies as it is not practicable to determine their fair value with suffi cient reliability since these balances have no fi xed terms of repayment.

(d) Other quoted investments The fair value of the quoted investments is determined by reference to market value.

34


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4

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he nts

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de

ue not

34. FINANCIAL RISK MANAGEMENT (continued) Fair values (continued)

(e) Unquoted investments The unquoted investments do not have quoted market prices in an active market not are there other methods readily available

which can reasonably estimate the fair value. It is not practicable to determine the fair value with suffi cient reliability without incurring excessive costs.

(f) Bank borrowings and term loans The carrying values of bank borrowings and term loans approximate fair values as they bear interest rates which approximate the

current incremental borrowing rates for similar types of lending and borrowing arrangements.

(g) Derivative fi nancial instruments The fair value of foreign currency exchange contracts have been calculated using rates quoted by independent bankers to terminate

the contract at balance sheet date.

Fair value hierarchy The group classifi es fair value measurements using a fair value hierarchy that refl ects the signifi cance of the inputs used in making the

measurements. The fair value hierarchy has the following levels:

– Level 1: Quoted prices in active markets for identical assets or liabilities.– Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and– Level 3: Inputs for the asset or liability that is not based on observable market data.

Derivative fi nancial instruments held by the group and Company is classifi ed under Level 2 as defi ned by FRS 39.

Set out on the next page is a comparison by category of carrying amounts of all the group’s and Company’s fi nancial instruments that are carried in the fi nancial statements.





THE GROUP

Loans and Receivables

$’000

Fair Values through

Profi t and Loss

$’000

Available- for-Sale

$’000

Held-to-Maturity

$’000

Liabilities at amortised

cost$’000

Non-fi nancial assets/

liabilities$’000

Total$’000

As at 30 September 2010Assets Fixed assets – – – – – 647,683 647,683 Joint venture companies 70 – – – – 274,596 274,666 Associated companies – – – – – 6,250 6,250 Other investments 12,575 – 14 485 – – 13,074 Intangible assets – – – – – 666,996 666,996 Deferred tax assets – – – – – 9,681 9,681 Inventories – – – – – 196,847 196,847 Trade receivables 174,457 – – – – – 174,457 Other receivables 15,214 625 – – – 50,024 65,863 Amounts due from joint venture companies 21,659 – – – – – 21,659 Amounts due from related companies 4,073 – – – – – 4,073 Short term investments 6,207 – – – – – 6,207 Bank fi xed deposits 126,832 – – – – – 126,832 Cash and bank balances 109,873 – – – – – 109,873

470,960 625 14 485 – 1,852,077 2,324,161

Liabilities Trade payables – – – – 258,768 – 258,768 Other payables – 2,360 – – 170,827 16,246 189,433 Amounts due to joint venture and associated companies – – – – 11,052 – 11,052 Amounts due to related companies – – – – 15,683 – 15,683 Borrowings – – – – 445,572 – 445,572 Provision for taxation – – – – – 67,815 67,815 Deferred tax liabilities – – – – – 58,466 58,466 Provision for employee benefi ts – – – – – 7,521 7,521

– 2,360 – – 901,902 150,048 1,054,310

34


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360461773

937231

83

2325610


THE GROUP

Loans and Receivables

$’000

Fair Values through

Profi t and Loss

$’000

Available- for-Sale

$’000

Held-to-Maturity

$’000


cost$’000


liabilities$’000

Total$’000

As at 30 September 2009Assets Fixed assets – – – – – 606,727 606,727 Joint venture companies 70 – – – – 279,125 279,195 Associated company – – – – – 383 383 Other investments 10,342 – 20 509 – – 10,871 Intangible assets – – – – – 230,744 230,744 Deferred tax assets – – – – – 4,733 4,733 Inventories – – – – – 158,123 158,123 Trade receivables 160,365 – – – – – 160,365 Other receivables 19,119 853 – – – 42,389 62,361 Amounts due from joint venture companies 28,424 – – – – – 28,424 Amounts due from related companies 5,524 – – – – – 5,524 Short term investments 6,188 – – – – – 6,188 Bank fi xed deposits 102,572 – – – – – 102,572 Cash and bank balances 90,260 – – – – – 90,260

422,864 853 20 509 – 1,322,224 1,746,470

Liabilities Trade payables – – – – 227,441 – 227,441 Other payables – 2,498 – – 125,358 7,083 134,939 Amounts due to joint venture and associated companies – – – – 5,801 – 5,801 Amounts due to related companies – – – – 18,396 – 18,396 Borrowings – – – – 128,560 – 128,560 Provision for taxation – – – – – 56,648 56,648 Deferred tax liabilities – – – – – 36,223 36,223 Provision for employee benefi ts – – – – – 5,782 5,782

– 2,498 – – 505,556 105,736 613,790





THE COMPANY

Loans and

Receivables$’000

Fair Values through

Profi t and Loss

$’000

Available- for-Sale

$’000


cost$’000


liabilities$’000

Total$’000

As at 30 September 2010Assets Fixed assets – – – – 1,183 1,183 Subsidiary companies – – – (7,630) 1,154,235 1,146,605 Joint venture companies – – – – 302,830 302,830 Other investments – – 14 – – 14 Intangible assets – – – – 36,575 36,575 Other receivables 1,067 622 – – 142 1,831 Amounts due from subsidiary companies 73,568 – – – – 73,568 Amounts due from joint venture companies 17,350 – – – – 17,350 Amounts due from related companies 457 – – – – 457 Bank fi xed deposits 2,619 – – – – 2,619 Cash and bank balances 7,670 – – – – 7,670

102,731 622 14 (7,630) 1,494,965 1,590,702

Liabilities Other payables – – – 25,970 9,388 35,358 Amounts due to subsidiary companies – – – 3,059 – 3,059 Amounts due to joint venture companies – – – 269 – 269 Amounts due to related companies – – – 796 – 796 Borrowings – – – 381,601 – 381,601 Provision for taxation – – – – 6,698 6,698

– – – 411,695 16,086 427,781

As at 30 September 2009Assets Fixed assets – – – – 1,444 1,444 Subsidiary companies – – – (7,630) 737,735 730,105 Joint venture companies – – – – 300,878 300,878 Other investments – – 14 – – 14 Intangible assets – – – – 48 48 Other receivables 1,187 149 – – 714 2,050 Amounts due from subsidiary companies 55,297 – – – – 55,297 Amounts due from joint venture companies 24,199 – – – – 24,199 Amounts due from related companies 88 – – – – 88 Bank fi xed deposits 29,064 – – – – 29,064 Cash and bank balances 11,495 – – – – 11,495

121,330 149 14 (7,630) 1,040,819 1,154,682

Liabilities Other payables – – – 18,000 2,159 20,159 Amounts due to joint venture companies – – – 120 – 120 Amounts due to related companies – – – 1,021 – 1,021 Provision for taxation – – – – 9,581 9,581

– – – 19,141 11,740 30,881

35

36


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al00

350451807902

8996181

458480798452

90111

35. UNUSUAL ITEM As previously announced in September 2003, the former Finance Manager of wholly-owned subsidiary, Asia Pacifi c Breweries (S) Pte

Ltd (“APBS”), Chia Teck Leng (“CTL”), was arrested by the Commercial Affairs Division and subsequently charged in Court and convicted on multiple charges for cheating and using forged documents to obtain and operate unauthorised bank accounts in the name of APBS with CTL as the sole signatory.

In September 2004, four banks, Bayerische Hypo-und Vereinsbank Aktiengesellschaft (“HVB”), Skandinaviska Enskilda Banken (“SEB”), Mizuho Corporate Bank Ltd (“Mizuho”) and Sumitomo Mitsui Banking Corporation (“Sumitomo”), commenced separate actions against APBS. The breakdown of the respective claims by the four banks is as follows:

HVB: US$32,002,333, alternatively in tort, US$30,000,000 SEB: US$26,559,372, alternatively in restitution, S$29,468,723 Mizuho: US$8,024,046 Sumitomo: S$10,323,208 In October 2007, Mizuho and Sumitomo decided not to continue with their respective suits. Mizuho withdrew its action with costs to be

paid to APBS, while Sumitomo’s action was dismissed with costs.

The Court hearing for the remaining suits has ended. In the judgement released on 31 August 2009, the High Court dismissed SEB’s and HVB’s claims in full. However, the court also held that APBS did not have a valid change of position defence in respect of the sum of $347,671 and held that SEB was entitled to judgement in the sum of $347,671 (“SEB Judgement Sum”) together with interest thereon. On 29 September 2009, SEB and HVB fi led their notices of appeal against the entire High Court decision. On 27 April 2010, the appeal was heard by the Court of Appeal. Judgement was reserved and remains pending.

APBS’s lawyers have advised that APBS has a good case and other than the SEB Judgement Sum, no provision in the fi nancial statements is considered necessary.

36. NEW ACCOUNTING STANDARDS AND FRS INTERPRETATIONS Certain new accounting standards and interpretations have been issued as at balance sheet date but are not yet effective. The group’s

assessment of those standards and interpretations that are relevant to the group is as follows:

(a) Revised FRS 24 Related Party Disclosures (effective for annual periods beginning on or after 1 January 2011) The revised FRS 24 clarifi es the defi nition of a related party to simplify the identifi cation of such relationships and to eliminate

inconsistencies in its application. The revised FRS 24 expands the defi nition of a related party and would treat two entities as related to each other whenever a person (or a close member of that person’s family) or a third party has control or joint control over the entity, or has signifi cant infl uence over the entity. The revised standard also introduces a partial exemption of disclosure requirements for government–related entities. The group is currently determining the impact of the changes to the defi nition of a related party has on the disclosure of related party transaction.

The group will apply the Revised FRS 24 from 1 October 2011. As this is a disclosure standard, it will have no impact on the fi nancial position or fi nancial performance of the group when implemented in 2011.

(b) FRS 102 Share-based Payment – Group Cash-settled Share-based Payment Transactions (effective for annual periods beginning on or after 1 January 2010)

For group reporting and consolidated fi nancial statements, the Amendment to FRS 102 clarifi es that if an entity receives goods or services that are cash settled by shareholders that are not within the group, they are not accounted for under FRS 102.

The group will apply FRS 102 from 1 October 2010.




37. CAPITAL MANAGEMENT The primary objective of the group’s capital management is to ensure that it maintains a healthy capital ratio in order to support its

business and maximise shareholder value.

The group monitors its cash fl ow, debt maturity profi le, cost of funds, overall liquidity position and gearing ratio on a continuous basis. The group’s policy is to keep gearing ratio at not more than 80% of total equity.

The gearing ratio is calculated as net borrowings divided by total equity. Net borrowings are calculated as total borrowings less cash and bank deposits. Total equity is calculated as shareholders’ funds plus non-controlling interest.


2010$’000

2009$’000

2010$’000

2009$’000

Total borrowings (Note 27) 445,572 128,560 381,601 –Less: Cash and bank deposits (Note 23) (236,705) (192,832) (10,289) (40,559)Net borrowings/ (cash) 208,867 (64,272) 371,312 (40,559)Shareholders’ funds 1,131,592 1,032,317 1,162,921 1,123,801Total Equity (including non-controlling interests) 1,269,851 1,132,680 1,162,921 1,123,801Net borrowings / Shareholders’ funds 18.5% Net cash 31.9% Net cashNet borrowings / Total Equity 16.4% Net cash 31.9% Net cash

The group and the Company are in compliance with all externally imposed capital requirements for the fi nancial years ended 30 September 2010 and 2009.

38. COMPARATIVE FIGURES The following comparative fi gures in the fi nancial statements have been restated for the reclassifi cation of the India subsidiaries disposed

in February 2010 to discontinued operations.

THE GROUP

Profi t Statement

2009As

reclassifi ed$’000

2009As previously

reported$’000

Revenue 1,999,050 2,040,221Cost of sales (1,219,670) (1,258,158)Other income/ (expenses) (11,938) (10,072)Operating expenses – Distribution (77,697) (80,501)Operating expenses – Marketing (267,230) (271,373)Operating expenses – Administration (121,709) (128,241)Interest income 6,661 6,665Interest expense (9,237) (12,326)

39


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39. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES

Effective ShareholdingCountry of Incorporation/ Place of BusinessName of Company 2010 2009 Principal Activities

SUBSIDIARY COMPANIESHeld by the Parent CompanyAsia Pacifi c Breweries (Singapore) Pte Ltd1 100.0 100.0 Brewing and distribution of beer

and stoutSingapore

Tiger Export Pte Ltd1 100.0 100.0 Export of beer and stout SingaporeArchipelago Brewery Co. (1941) Pte Ltd1 100.0 100.0 Dormant SingaporeTiger Marketing Pte Ltd1 100.0 100.0 Investment holding SingaporeAsia Pacifi c Breweries (India) Private Limited2

100.0 100.0 Dormant India

South Pacifi c Brewery Limited4 75.8 75.8 Brewing and distribution of beer Papua New GuineaDB Breweries Limited1 100.0 100.0 Investment holding and brewing

and distribution of beerNew Zealand

Cambodia Brewery Ltd3 80.0 80.0 Brewing and distribution of beer CambodiaAsia Pacifi c Brewery (Hanoi) Limited1 100.0 100.0 Brewing and distribution of beer VietnamVietnam Brewery Limited1 60.0 60.0 Brewing and distribution of beer VietnamBeer and Beverages International Ltd1 100.0 100.0 Distribution of beer VietnamAsia Pacifi c Brewery (Lanka) Limited1 60.0 60.0 Brewing and distribution of beer Sri LankaMCS – Asia Pacifi c Brewery LLC1 55.0 55.0 Brewing and distribution of beer MongoliaAsia Pacifi c Breweries (Australia) Pty Ltd1 100.0 100.0 Investment holding AustraliaLao Asia Pacifi c Breweries Limited1 68.0 68.0 Brewing and distribution of beer LaosGrande Brasserie de Nouvelle Caledonie S.A7 87.3 – Brewing and distribution of beer

and spring waterNew Caledonia

PT Multi Bintang Indonesia Tbk7

(Financial year ends on 31 December)80.6 – Brewing and distribution of beer Indonesia


Notes:1 Audited by Ernst and Young in the respective countries.2 Audited by Sushmita Chowdbury & Co.3 Audited by PricewaterhouseCoopers in the respective countries.4 Audited by Deloitte Touche Tohmatsu in the respective countries.5 Not required to be audited in the country of incorporation.6 Audited by Bullimores UK.7 Audited by KPMG in the respective countries.8 Not required to be audited under the laws of the country of incorporation.9 To be appointed.



39. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (continued)

Effective ShareholdingName of Company 2010 2009 Principal Activities

OTHER SUBSIDIARY COMPANIESHeld by Subsidiary CompanyCountry of incorporation & place of business: IndonesiaPT Multi Bintang Indonesia Niaga7

(Financial year ends on 31 December)80.6 – Distribution of beer

Country of incorporation & place of business: USATiger Beer USA Inc.5 100.0 100.0 Distribution of beerCountry of incorporation & place of business: UKTiger Beer UK Ltd6 100.0 100.0 Distribution of beer and stoutCountry of incorporation & place of business: New ZealandAmstel Brouwerij Importers Ltd8 100.0 100.0 DormantBarneydale Limited1 60.0 60.0 Distribution of beerBarworks Group Limited1 60.0 60.0 On-premise managementBarworks Holdings Limited1 60.0 60.0 Investment holding companyBlack Dog Brewery Limited8 100.0 100.0 DormantBOF Limited1 45.0 45.0 Distribution of beerClifford Pubs Limited1 45.0 45.0 Distribution of beerDB Nominees Limited1 100.0 100.0 Trustee companyDB South Island Brewery Limited1 55.0 55.0 Brewing and distribution of beerDrinkworks Limited8 100.0 100.0 DormantGaults On Quay Limited1 60.0 60.0 Distribution of beerGeorge Corporation Limited1 45.0 45.0 Distribution of beerHurstmere Pubs Limited1 45.0 60.0 Distribution of beerKustenbrau Breweries Limited8 100.0 100.0 DormantMainland Brewery Limited8 100.0 100.0 DormantMarket St Holdings Limited1 45.0 45.0 Distribution of beerMonteith’s Brewing Company Limited8 100.0 100.0 DormantPortumna Limited1 60.0 60.0 Distribution of beerRiccarton Hospitality 2007 Limited1 60.0 60.0 Distribution of beerRobbie Burns Limited8 100.0 100.0 DormantRock Ember Limited9 45.0 – Distribution of beerSale Street Brewery Co Limited8 60.0 60.0 DormantStudio 25 Limited1 45.0 45.0 Distribution of beerTarmon Limited1 45.0 45.0 Distribution of beerTemperance Hospitality Company Limited1 60.0 60.0 Distribution of beerTemperance Holdings Limited (Formerly Trinity Hospitality Company Limited)1

60.0 60.0 Investment holding company

Tui Brewery Limited8 100.0 100.0 DormantWaitemata Brewery Limited8 100.0 100.0 DormantCountry of incorporation & place of business: AustraliaFBG Vietnam Holdings Pty Ltd1 100.0 100.0 Investment holdingDBG (Australia) Pty Limited1 100.0 100.0 Distribution of beer

39


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39. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (continued)

Effective ShareholdingName of Company 2010 2009 Principal Activities

OTHER SUBSIDIARY COMPANIESHeld by Subsidiary Company

Country of incorporation & place of business: VietnamVietnam Beer and Beverage Limited1 60.0 60.0 Distribution of beerVBL Da Nang Limited1 60.0 60.0 Brewing of beerVBL Tien Giang Limited1 60.0 60.0 Brewing of beerVBL (Quang Nam) Limited1 48.0 48.0 Brewing and distribution of beer

JOINT VENTURE COMPANIESHeld by The Parent Company

Country of incorporation & place of business: SingaporeGAPL Pte Ltd7 (Financial year ends on 30 June)

50.0 50.0 Investment holding and distribution of beer

Heineken-APB (China) Pte Ltd1 50.0 50.0 Investment holding

Country of incorporation & place of business: ThailandThai Asia Pacifi c Brewery Co Ltd7 36.8 36.8 Brewing and distribution of beer

Held by Subsidiary Company

Country of incorporation & place of business: ThailandTAP Trading Company Limited7 36.8 36.8 Distribution of beer

ASSOCIATED COMPANIESHeld by Subsidiary Company

Country of incorporation & place of business: New CaledoniaSociete Industrielle des Eaux du Mont Dore3

(Financial year ends on 31 December)29.9 – Bottling of spring water

Country of incorporation & place of business: New ZealandThe Associated Bottlers Company Ltd1

(Financial year ends on 31 March)50.0 50.0 Hire of returnable beer bottles





TWENTY LARGEST SHAREHOLDERS (as shown in the Register of Members)

No. Shareholder’s NameNumber

of Shares %

1 Asia Pacifi c Investment Pte Ltd 167,333,732 64.812 Heineken International B.V. 24,513,560 9.493 Fraser & Neave Limited 18,753,887 7.264 Great Eastern Life Assurance Co Ltd – Participating Fund 8,764,005 3.395 Oversea Chinese Bank Nominees Pte Ltd 8,660,634 3.356 Aranda Investments Pte Ltd 3,600,000 1.397 DBS Nominees Pte Ltd 2,653,294 1.038 The Overseas Assurance Corporation Ltd 2,316,159 0.909 HSBC (Singapore) Nominees Pte Ltd 1,886,162 0.73

10 Citibank Nominees Singapore Pte Ltd 1,455,315 0.5611 Lee Foundation 1,129,192 0.4412 United Overseas Bank Nominees Pte Ltd 714,294 0.2813 The Great Eastern Trust Private Limited 709,674 0.2714 Thia Cheng Song 550,000 0.2115 Yeo Kok Seng 529,000 0.2016 Selat Pte Limited 411,466 0.1617 Yeo Wei Yan 345,000 0.1318 UOB Kay Hian Pte Ltd 259,530 0.1019 Yeo Wei Ferng (Yang Weifeng) 250,000 0.1020 Phay Thong Huat Pte Ltd 230,000 0.09

245,064,904 94.89

Size of HoldingNumber of

Shareholders %Number of

Shares %

1 – 999 174 10.59 53,122 0.021,000 – 10,000 1,189 72.37 3,752,869 1.4510,001 – 1,000,000 269 16.37 13,319,293 5.161,000,001 and above 11 0.67 241,065,940 93.37

1,643 100.00 258,191,224 100.00

Substantial Shareholders (as shown in the Register of Substantial Shareholders)

No.Direct Interest

(Number of Shares)Deemed Interest

(Number of Shares)

1 Asia Pacifi c Investment Pte Ltd 167,333,732 –2 Heineken International B.V. 24,513,560 167,333,7323 Fraser and Neave, Limited 18,753,887 167,333,7324 Overseas-Chinese Banking Corporation Ltd 7,810,842 12,648,630

Based on the Register of Substantial Shareholders, the percentage of shareholding of the Company held in the hands of the public is more than 10 percent, and this complies with Rule 723 of the Listing Manual.

Note: * Substantial Shareholders’ are those shareholders who own at least 5% of the equity of the company. * Deemed Interest’ in shares arise, for example, when a person (including a company) owns at least 20% of another company which in turn owns shares in Asia Pacifi c Breweries

Limited. The person is “deemed” to have an interest in the Asia Pacifi c Breweries Limited shares owned by that other company. It is, therefore, possible for several persons to be deemed interested in the same shares.

This note is merely illustrative. For a full understanding of the scope of the regulations, it is necessary to refer to the Singapore Companies Act.

Shareholding Statisticsas at 8 December 2010

P

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FRMo

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8Pa

271

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Vie1330

573

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Particulars of Group Properties

PARTICULARS OF GROUP PROPERTIESThe properties included in land and buildings (Note 13 to the Financial Statements) at 30 September 2010 and their net book values are indicated below:

Land $’000

Buildings $’000

FREEHOLD Mongolia

5.0 hectares industrial property at 10th Khoroo, Bayanzurkh District, Ulaanbaatar City, Mongolia – 6,421New Zealand17.4 hectares industrial property for Waitemata Brewery at Auckland 6,525 29,2779.1 hectares industrial property for Mainland Brewery - Timaru 311 3,176

10.8 hectares industrial property for Tui Brewery - Pahiatua 568 2,289Sri Lanka

0.4 hectares industrial property at Millawa Land 20 –New Caledonia

3.7 hectares industrial property at 12 Rue Edmond Harbulot, Noumea 2,299 28,8370.2 hectares residential property at 1 Rue de la Baie D’Houiguie, Noumea 440 1,301

Total Freehold 10,163 71,301

LEASEHOLD Singapore

8.8 hectares industrial property at Jurong (Lease expires year 2046) – 33,738Papua New Guinea

2.2 hectares industrial property at Port Moresby (Lease expires year 2067) 1,102 7,4657.7 hectares industrial properties at Lae and Goroka (Lease expires year 2057/2067) 537 6,1951.0 hectare residential properties (Lease expires year 2057/2071) 203 124

New Zealand0.1 hectares industrial property at Christchurch, Auckland (Lease expires year 2016) – 2360.1 hectares industrial property at Dunedin, Auckland (Lease expires year 2013) – 7

Vietnam13.0 hectares industrial property at Ho Chi Minh City (Lease expires year 2021) 2,156 11,53230.0 hectares industrial property at Van Tao Village - Hatay Province (Lease expires year 2046) – 13,1725.1 hectares industrial property - Tien Giang Province (Lease expires year 2022) – 1,8077.7 hectares industrial property - Danang City (Lease expires year 2044) – 1,8073.0 hectares industrial property - Quang Nam (Lease expires year 2046) – 498

Sri Lanka2.3 hectares industrial property at Mawathagama (Lease expires year 2027) 66 667

Cambodia11.3 hectares industrial property at Kandal Province (Land rights expires year 2065) – 11,518Laos13.5 hectares industrial property at Veunkham Road, B. Nongno, Xaythany District, Vietianne, Lao PDR

(Lease expires year 2056)2,396 13,428

0.1 hectares industrial property at Mini Tavern, Unit 16, House No. 160, Ban Mixay, Chanthabouly District, Vietianne, Lao PDR (Lease expires year 2017)

– 428

Indonesia10.4 hectares industrial property at Tangerang, West Java (Lease expires year 2033) 151 3,28130.0 hectares industrial property at Sampang Agung, East Java (Leases expire between year 2025 - 2029) 1,207 3,735Total Leasehold 7,818 109,638

TOTAL 17,981 180,939



Particulars of interested person transactions for the period 1 October 2009 to 30 September 2010 as required under Rule 907 of the SGX Listing Manual.

Name of interested person

Aggregate value of all interested person transactions during the fi nancial year under review (excluding transactions

less than $100,000 and transactions conducted under

shareholders’ mandate pursuant to Rule 920)

Aggregate value of all interested person transactions

conducted under shareholders’ mandate pursuant to Rule 920

(excluding transactions less than $100,000)

Heineken Group of Companies (“Heineken”) 7,388,107* 48,494,384Fraser & Neave Limited (“F&NL”) 2,891,592 0Fraser & Neave Holdings Berhad 0 15,063,592

Note:* This relates mainly to royalties paid/ payable to Heineken for two trademark licence agreements entered into in 2004, set out in the Circular to the Shareholders dated

9 February 2004, and approved by the shareholders on 27 February 2004.

Interested Person Transactions N

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Notice of Annual General Meeting

Asia Pacifi c Breweries Limited(Company Registration No. 193100007K)(Incorporated in Singapore)

DATE : Tuesday 25 January 2011PLACE : Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958

NOTICE IS HEREBY GIVEN that the 77th Annual General Meeting of ASIA PACIFIC BREWERIES LIMITED will be held at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on Tuesday 25 January 2011 at 10.00 a.m. for the following purposes:-

ROUTINE BUSINESS1. To receive and adopt the report of the Directors and audited fi nancial statements for the year ended 30 September 2010.2. To approve a fi nal tax-exempt (one-tier) dividend of 52 cents per share in respect of the year ended 30 September 2010.3. To pass the following resolutions on recommendation of the Nominating Committee and endorsement of the Board of Directors in

respect of appointments of Directors1:-

(a) “That Mr Simon Israel, who retires by rotation, be and is hereby re-appointed as a Director of the Company.”

Subject to his re-appointment, Mr Israel, who is considered a non-independent director, will be re-appointed as Chairman of the Board of Directors.

(b) “That Mr Bob Tan Beng Hai, who was appointed during the year, be and is hereby re-appointed as a Director of the Company.”

Subject to his re-appointment, Mr Tan, who is considered an independent director, will be appointed as Chairman of the Audit and the Remuneration Committees and re-appointed a Member of the Nominating Committee.

4. To approve Directors’ fees of S$562,000 payable by the Company for the year ending 30 September 2011 (last year: S$469,000).

5. To appoint PricewaterhouseCoopers LLP (“PwC”) as Auditors of the Company in place of the retiring Auditors, Ernst & Young LLP (“E&Y”), to hold offi ce until the conclusion of the next Annual General Meeting of the Company (“AGM”), and that the Directors be authorised to fi x their remuneration.

Note:1 Mr Lee Yong Siang, who retires from the Board at the 77th Annual General Meeting, has notifi ed the Company that he does not wish to seek re-election.

SPECIAL BUSINESSTo consider and, if thought fi t, to pass the following Resolutions which will be proposed as Ordinary Resolutions, with or without any modifi cation:-

6. “That Mr Philip Eng Heng Nee be and is hereby appointed as a Director of the Company.”

Particulars of Mr Eng can be found on page 146 of the Annual Report 2010 on “Proposed Director”.

Subject to his appointment, Mr Eng, who is considered an independent director, will be appointed as Chairman of the Nominating Committee and a Member of the Audit and the Remuneration Committees.

7. “That approval be and is hereby given to the Directors of the Company to allot and issue from time to time such number of shares in the

capital of the Company as may be required to be issued pursuant to the exercise of options under the Asia Pacifi c Breweries Limited Executives’ Share Option Scheme.”




8. “That:

(a) approval be and is hereby given, for the purposes of Chapter 9 (“Chapter 9”) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), for the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter 9, or any of them, to enter into any of the transactions falling within the types of interested person transactions (“IPTs”) described in the Appendix of the Letter to Shareholders dated 3 January 2011 (the “Letter”) with any party who is of the class of interested persons described in the Appendix to the Letter, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such IPTs as set out in the Appendix to the Letter;

(b) the approval given in paragraph (a) above (the “Shareholders Mandate”) shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next AGM; and

(c) 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 all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the Shareholders Mandate and/or this Resolution.”

OTHER BUSINESS9. To transact any other business which may properly be brought forward.

By Order of the BoardAnthony Cheong Fook SengCompany Secretary

Singapore, 3 January 2011

A member of the Company entitled to attend the meeting and vote is entitled to appoint not more than 2 proxies to attend and vote instead of him; a proxy need not be a member of the Company. Where a member of the Company appoints more than 1 proxy, he shall specify the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy or proxies (a form is enclosed) must be deposited with the Company Secretary at the registered offi ce not less than 48 hours before the time appointed for holding the meeting.

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EXPLANATORY NOTES AND STATEMENT PURSUANT TO ARTICLE 60 OF THE COMPANY’S ARTICLES OF ASSOCIATION(a) Ordinary Resolution No. 5 is to approve the appointment of PwC as Auditors of the Company in place of the retiring Auditors, E&Y,

and to authorise the Directors to fi x their remuneration.

E&Y (and its predecessor fi rms) have served as external Auditors of the Company for more than 40 years. 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 fi nancial year ending 30 September 2011. E&Y, the retiring Auditors, will accordingly not be seeking re-election at the forthcoming AGM.

In accordance with the requirements of Rule 1203(5) of the Listing Manual of the SGX-ST:

i. the outgoing Auditors, E&Y, have confi rmed that they are not aware of any professional reasons why the new Auditors, PwC, should not accept appointment as Auditors of the Company;

ii. the Company confi rms that there were no disagreements with the outgoing Auditors, E&Y, on accounting treatments within the last

12 months; and

iii. the Company confi rms that, other than as set out herein, it is not aware of any circumstances connected with the proposed change of Auditors that should be brought to the attention of Shareholders.

The Audit Committee has reviewed and deliberated on the proposed change of Auditors and has recommended that PwC be appointed in place of the retiring Auditors, after taking into consideration the suitability of PwC and the requirements of Rule 712(1) of the Listing Manual of the SGX-ST.

The Directors have taken into account the Audit Committee’s recommendation, and considered factors such as the adequacy of the resources and experience of PwC and the persons to be assigned to the audit, PwC’s audit engagements, the size and complexity of the Company and its subsidiaries, and the number and experience of PwC’s supervisory and professional staff to be assigned to the audit, and is satisfi ed that PwC will be able to meet the audit requirements of the Company. Accordingly, the Directors recommend the appointment of PwC as the Auditors of the Company in place of the retiring Auditors, E&Y.

Pursuant to Section 205 of the Companies Act, Chapter 50, a copy of the notice of nomination of the proposed new Auditors dated 8 December 2010 from a Shareholder of the Company is enclosed with this Notice.

(b) Ordinary Resolution No. 6 is to approve the appointment of Mr Philip Eng Heng Nee as an independent Director.

(c) Ordinary Resolution No. 7 is to authorise the Directors of the Company to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of options under the Asia Pacifi c Breweries Ltd Executives’ Share Option Scheme.

(d) Ordinary Resolution No. 8 is to renew the mandate to permit the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter 9), or any of them, to enter into any of the transactions falling within the types of IPTs described in the Appendix of the Letter.




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Notice of Annual General MeetingSpecial Business – Proposal for the Appointment of Director

PROPOSED DIRECTORThe Board of Directors proposes, for the approval of Shareholders, at the 77th Annual General Meeting of the Company, the appointment of Mr Philip Eng Heng Nee as Director of the Company.

His particulars are as follows:

• Mr Eng, 64, is currently independent Chairman of Frasers Centrepoint Asset Management Ltd (since April 2009), and has been a member of its board since April 2006.

• He is also non-executive Chairman of mDR Limited, Executive Deputy Chairman of Hup Soon Global Corporation Ltd, Director of The Hour Glass Limited and Commissioner of PT Adira Dinamika Multi Finance, Tbk, Indonesia.

• In addition, he is Singapore’s Ambassador to Greece and High Commissioner to Cyprus.

• Prior to this, Mr Eng spent 23 years with the Jardine Cycle & Carriage Group before retiring in February 2005 as Group Managing Director.

• Mr Eng graduated from the University of New South Wales with a Bachelor of Commerce in Accountancy and is an Associate Member of the Institute of Chartered Accountants in Australia.

• Upon his appointment, he will be considered an independent Director.



Dated this day of 2011

Signature/ Common Seal of Member(s)

IMPORTANT – PLEASE READ NOTES OVERLEAF

Proxy Form– ANNUAL GENERAL MEETING

ASIA PACIFIC BREWERIES LIMITED(Company Registration No. 193100007K)(Incorporated in Singapore)

Important:1. For investors who have used their CPF monies to buy Asia Pacifi c Breweries

Limited shares, this Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used, or purported to be used, by them.

3. CPF investors who wish to attend the Annual General Meeting as OBSERVERS have to submit their requests through their respective Agent Banks so that their Agent Banks may register, in the required format, with the Company Secretary, Asia Pacifi c Breweries Limited. (Agent Banks: please see Note No. 8 on required format.)

I/ We (Name) (NRIC/Passport Number)

of (Address)being a member/members of Asia Pacifi c Breweries Limited (the “Company”), hereby appoint:

Name Address NRIC/ Passport Number Proportion of Shareholdings(Note 2)

No. of Shares %

and/ or (delete as appropriate)

or failing him/them, the Chairman of the Annual General Meeting (“AGM”) 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 AGM of the Company to be held at 10.00 a.m. on 25 January 2011 at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 and any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the AGM as indicated hereunder. If no specifi c direction as to voting is given, the proxy/proxies may vote or abstain from voting at his/their discretion, as he/they may on any other matter arising at the AGM.

NOTE: The Chairman of the AGM will be exercising his right under Article 66(a) of the Articles of Association of the Company to demand a poll in respect of the resolutions to be put to the vote of members at the AGM and at any adjournment thereof. Accordingly, such resolutions at the AGM will be voted on by way of poll.

No. Resolutions relating to:– For* Against*

Routine Business1. To receive and adopt the report of the Directors and audited fi nancial statements for the year

ended 30 September 2010.2. To approve a fi nal tax-exempt (one-tier) dividend of 52 cents per share in respect of the year

ended 30 September 2010. 3. (a) To re-appoint Director: Mr Simon Israel.

(b) To re-appoint Director: Mr Bob Tan Beng Hai. 4. To approve Directors’ fees of S$562,000 payable by the Company for the year ending

30 September 2011. 5. To appoint PricewaterhouseCoopers LLP as Auditors in place of the retiring Auditors, Ernst &

Young LLP, to hold offi ce until the conclusion of the next AGM and that the Directors be authorised to fi x their remuneration.

Special Business6. To appoint Director: Mr Philip Eng Heng Nee.7. To authorise Directors to allot and issue shares pursuant to the Asia Pacifi c Breweries Limited

Executives’ Share Option Scheme. 8. To approve the proposed renewal of the Shareholders Mandate.

Other Business9. To transact any other business which may properly be brought forward.

* If you wish to exercise all your votes “For” or “Against” the relevant resolution, please tick ( ) within the relevant box provided. Alternatively, if you wish to exercise your votes for both “For” and “Against” the relevant resolution, please indicate the number of votes as appropriate in the boxes provided.

Total Number of Shares held

(Note 4)

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THE COMPANY SECRETARYASIA PACIFIC BREWERIES LIMITED

#21-00 Alexandra Point438 Alexandra RoadSingapore 119958

Affi xPostageStamp

Notes to Proxy Form:

1. A member of the Company entitled to attend the meeting and vote is entitled to appoint 1 or 2 proxies to attend and vote instead of him; a proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited with the Company Secretary at the registered offi ce, not less than 48 hours before the time appointed for holding the meeting.

2. Where a member appoints more than 1 proxy, the appointments shall be invalid unless he specifi es the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.

3. Completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under this instrument of proxy, to the meeting.

4. If the member has shares entered against his name in the Depository Register (as defi ned in Section 130A of the Companies Act, Cap.50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the number of shares entered against his name in the Depository Register and registered in his name in the Register of Members. If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised offi cer.

6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

7. The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed on and/or attached to the Proxy Form. In addition, in the case of a member whose shares are entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.

8. Agent Banks acting on the request of CPF Investors who wish to attend the meeting as Observers are required to submit in writing, a list with details of the investors’ name, NRIC/Passport numbers, addresses and numbers of shares held. The list, signed by an authorised signatory of the Agent Bank, should reach the Company Secretary, at the registered offi ce of the Company not later than 48 hours before the time appointed for holding the meeting.


Annual Report

Group at a Glance

1 Sri Lanka

1 Singapore

2 Papua New Guinea

4New Zealand

16 China

1 Mongolia

1111

1 Malaysia

1 Laos

5 Vietnam1Thailand

1 Cambodia

New Caledonia1

Indonesia2

INDONESIA & NEW CALEDONIA

PBIT (S$ million)

55.9Year-on-year

NM*

NEW ZEALAND

PBIT (S$ million)

30.6Year-on-year

188%

MALAYSIA

PBIT (S$ million)

17.7Year-on-year

38%

MONGOLIA

PBIT (S$ million)

5.2Year-on-year

NM*

THAILAND

PBIT (S$ million)

4.9Year-on-year

407%

CHINA

PBIT (S$ million)

0.1Year-on-year

NM*

SRI LANKA

PBIT (S$ million)

-1.0Year-on-year

14%**

INDOCHINA (CAMBODIA, LAOS & VIETNAM)

PBIT (S$ million)

241.7Year-on-year

48%

SINGAPORE

PBIT (S$ million)

81.8Year-on-year

16%

PAPUA NEW GUINEA

PBIT (S$ million)

79.5Year-on-year

3%

1% Thailand

1% Mongolia

4% Malaysia

6% New Zealand

11% Indonesia & New Caledonia

16% Papua New Guinea

16% Singapore2

48% Indochina

CONTRIBUTION BY COUNTRY TO GROUP PBITIT

Group profi t1 of S$0.5 billion, an increase of 58%

Performanceby countries* NM = Not Meaningful** -S$0.9 million in FY2009

Over 40 brands catering to all price points and varied consumer needs through 37 brewery operations in 13 countries LEGEND

Figure refers to number of breweries

Notes1 Profi t before interest, taxation and exceptional items (“PBIT”)2 Excludes Corporate Offi ce

ASIA PACIFIC BREWERIES (SINGAPORE) PTE LTD459 Jalan Ahmad IbrahimSingapore 639934

ASIA PACIFIC BREWERY (HANOI) LIMITEDKm 15+500, Road 427Van Tao Commune, Thuong Tin DistrictHanoi, Vietnam

ASIA PACIFIC BREWERY (LANKA) LIMITEDDenver Estate, Kandy Road,Mawathegama, KurunegalaSri Lanka

CAMBODIA BREWERY LTDVillage Robos Angkagne,Commune Prek EngDistrict Kien Svay, Kandal ProvinceCambodia

DB BREWERIES LTDWaitemata Brewery1 Bairds RoadOtahuhu, Manukau 1640New Zealand

Tui BreweryState Highway 2Mangatainoka, PahiatuaNew Zealand

Mainland BrewerySheffi eld StreetWashdyke, Timaru 7940New Zealand

Monteith’s Brewing CompanyCrn Turumaha & Herbert StreetsGreymouth 7805New Zealand

Overseas Offi ce:Drinkworks LimitedSuite 2106, Level 21Westfi eld Tower 2,Bondi Junction, NSW 2022Sydney Australia

GRANDE BRASSERIE DE NOUVELLE CALEDONIE12 rue Harbulot PK6 BP 98 98845 Noumea Cedex New Caledonia

GUINNESS ANCHOR BERHADSungei Way BreweryLot 1135, Batu 9,Jalan Klang Lama, P.O.Box 144,46710 Petaling Jaya,Selangor Darul Ehsan, Malaysia

LAO ASIA PACIFIC BREWERIES LIMITEDNo. 16A, Unit 16, Ban Mixay, Chanthabouly District, Vientiane, Lao PDR, P.O.BOX: 3718

MCS-ASIA PACIFIC BREWERY LLCMCS Tiger BreweryPeace Avenue, 10th khoroo, Bayanzurkh District,Ulaanbaatar City, Mongolia

PT MULTI BINTANG INDONESIA TBK.Tangerang BreweryJl. Daan Mogot Km. 19 Tangerang 15122Indonesia

Sampang Agung BreweryJl. Raya Mojosari Pacet Km. 50Desa Sampang AgungKec. Kutorejo, Kabupaten MojokertoJawa Timur 61383Indonesia

SOUTH PACIFIC BREWERY LIMITEDSection 29, Allotment 3Aircorps Road, LaeP.O Box 168, LaeMorobe ProvinceNational Capital DistrictPapua New Guinea

Section 52 Allotment 46 P.O Box 6550, BorokoNational Capital DistrictPapua New Guinea

THAI ASIA PACIFIC BREWERY CO. LTD111 Moo 2,Bangbuathong – Suphanburi RoadTambol Saiyai, Amphur SainoiNonthaburi 11150Thailand

VIETNAM BREWERY LIMITED170 Le Van Khuong Street,Thoi An ward, District 12,Ho Chi Minh City, Vietnam

VBL DA NANG LIMITEDRoad No 6 & No 2, Hoa Khanh Industrial Zone, Lien Chieu District, Danang CityVietnam

VBL TIEN GIANG LIMITEDMy Tho Industrial Zone, Trung An Commune, My Tho City, Tien Giang Province, Viet Nam

VBL QUANG NAM LIMITEDDien Nam, Dien Ngoc Industrial Zone Dien Ban District – Quang Nam ProvinceVietnam

GUANGZHOU ASIA PACIFIC BREWERY CO. LTDRoom 205 206, No. 2 Punan Road, Huangpu District, GuangzhouPeople’s Republic of China

HEINEKEN-APB (CHINA) MANAGEMENT SERVICES CO. LTD379 Hong Mei Road (S)Shanghai 200237People’s Republic of China

HAINAN ASIA PACIFIC BREWERY COMPANY LTDNo. 8, Ye Hai Avenue,Jinpan Industrial District,Haikou City, 570206Hainan Province, People’s Republic of China

HEINEKEN TRADING (SHANGHAI) CO. LTD379 Hong Mei Road (S)Shanghai 200237People’s Republic of China

JIANGSU DAFUHAO BREWERIES CO., LTDJiangsu DFH Breweries Co., Ltd.39# Dongshi Street, Tongzhou, JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Nantong) Co., Ltd.53# Hedong Bei Road,Tangzha, Nantong,JiangsuPeople’s Republic of China

DFH Yancheng Brewery Co., Ltd.18# Nanxiang Road,Dafeng, Yancheng,JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Qidong) Co., Ltd.339# Henan Zhong Road, Qidong,JiangsuPeople’s Republic of China

Jiangsu DFH Breweries (Wujiang) Co., Ltd.12# Jiangtong Dong Road, Lili Town, JiangsuPeople’s Republic of China

KINGWAY BREWERY HOLDINGS LIMITEDShenzhen Kingway Brewery Co., Ltd.No.1 Dongchang Road, Luo’hu,Shenzhen, GuangDong Province,People’s Republic of China

Shenzhen Kingway Brewing Co., Ltd.No.1 Chuangye Road, Bao’an,Shenzhen, GuangDong Province,People’s Republic of China Kingway Brewery (Shantou) Co., Ltd.108 Cao Shan Road,Jinping Industrial Park,Shantou, GuangDong Province,People’s Republic of China

Kingway Brewery (Dongguan) Co., Ltd.North District,Songshan Lake Industrial Park,Dongguan, GuangDong Province,People’s Republic of China

Kingway Brewery (Tianjin) Co., Ltd.No.99 Huan He Xi Road,Logistics & Processing District of Airport, TianjinPeople’s Republic of China

Kingway Brewery (Xi’an) Co., Ltd.No.12 Feng Cheng Road,Xi’an Economy & Technology Development Zone,Xi’an, CPC, ShanXi Province,People’s Republic of China

Kingway Brewery Group (Chengdu) Co., Ltd.No. 99 Airport Road, High-tech Zones,Chengdu City, Sichuan ProvincePeople’s Republic of China Kingway Brewery (Foshan) Co., Ltd.North of the San Shan West Bridge,San Shan Logistics Park of PingZhou,NanHai District, FoShan,GuangDong ProvincePeople’s Republic of China

SHANGHAI ASIA PACIFIC BREWERY CO. LTD379 Hong Mei Road (S)Shanghai 200237People’s Republic of China

TIGER EXPORT PTE LTD459 Jalan Ahmad IbrahimSingapore 639934

All rights reserved. Some of the information in this report constitute ‘forward looking statements’ which refl ect Asia Pacifi c Breweries’ current intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which may be outside Asia Pacifi c Breweries’ control. You are urged to view all forward looking statements with caution. No information herein should be reproduced without the expressed written permission of Asia Pacifi c Breweries Limited. All information herein is correct at the time of publication. For updated information, please refer to www.apb.com.sg

strategic communicator and visual creatorgreymatter williams and phoa (asia)

APB_AR2010_CVR_FA_1512_MLtp new.indd 2 12/18/10 1:06 PM

438 Alexandra Road #16-01 Alexandra Point Singapore 119958 Tel: (65) 6276 3488 Fax: (65) 6276 4287 www.apb.com.sg www.tigerbeer.com

Company Registration No.: 193100007K (Incorporated in the Republic of Singapore)

Bintang in Indonesia and Number One in New Caledonia are leading brands in their respective countries (PAGE 8)

Two newly acquired profi table breweries in Indonesia and New Caledonia(PAGE 7)

S$0.5 billionProfi t before interest, taxation and exceptional items(PAGE 6)

New acquisitions New iconic brandsNew record


CLEARLY REFRESHING.

To be a leading brewery group in the Asia Pacifi c region

Signifi cant events that transformed and strengthened APB

Accretive acquisitionsWe now participate in two profi table beer markets via newly acquired market leaders: PT Multi Bintang Indonesia Tbk in Indonesia, and Grande Brasserie de Nouvelle Caledonie S.A. in New Caledonia.

New addition of iconic brandsWe have further diversifi ed our brand portfolio with the addition of two new iconic beer brands: Bintang in Indonesia and Number One in New Caledonia.

Increased capacity of our breweries We have increased the capacity of our breweries in Vietnam, Mongolia, Papua New Guinea, Sri Lanka and China, so as to further tap on growing beer demand.

CONTENTS 1 Our year of transformation 2 Chairman’s Statement 4 Chief Executive Officer’s Review 6 Bottoms up to a benchmark

bottom line 7 Here’s to a wider reach and

stronger market leadership 8 The best reason to drink:

more beer brands 9 Toast to greater capacity 10 Five-year Group Statistics

& Group Financial Highlights 11 Two-year Financial Highlights 12 Board of Directors 16 Leadership Team 20 Organisation Structure 23 Business Review 48 Corporate Citizenship 52 Key Milestones 54 Major Shareholders 56 Corporate Information 58 Corporate Governance Report

& Financial Review

Brew

ing transformation and strength

Asia P

acifi c Brew

eries Limited A

nnual Report 2

010

APB_AR2010_CVRv1.ps 1 12/20/10 11:11 AM

apbl annual report 2010

Documents

uefa champions

deloitte touche

mr bob tan

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