Circular to Shareholders - Fraser and Neave Limited

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LETTER TO SHAREHOLDERS 1 4. EXTRAORDINARY GENERAL MEETING The EGM, the notice of which is given on pages 3 4 to 35 of this Circular, will be held on 28 September 2012 at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 at 10.00 a.m., for the purpose of considering and, if thought fi t, passing with or without any modifi cations, the Proposed Transaction Resolution and the Capital Reduction Resolution as set out in the Notice of EGM. 1 5. ACTION TO BE TAKEN BY SHAREHOLDERS 1 5.1 Appointment of Proxies. If a Shareholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the attached Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered offi ce of the Company at 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958 not later than 48 hours before the time appointed for the EGM. Completion and return of the Proxy Form by a Shareholder will not prevent him from attending and voting at the EGM if he so wishes. An appointment of a proxy or proxies shall be deemed to be revoked if a Shareholder attends the EGM in person and, in such event, the Company reserves the right to refuse to admit any person or persons appointed under the Proxy Form to the EGM. 1 5.2 When Depositor regarded as Shareholder. A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least 48 hours before the EGM. 1 6. RESPONSIBILITY STATEMENTS 1 6.1 Directors’ Responsibility. The Directors (including any who may have delegated detailed supervision of this Circular) collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confi rm after making all reasonable enquiries that, as at the Latest Practicable Date, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Transaction , the Capital Reduction and the F&N Group and the Directors are not aware of any fact the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from such sources and/or reproduced in this Circular in its proper form and context. 1 6.2 Goldman Sachs. Goldman Sachs has been appointed by the Board to advise the Company on the Proposed Transaction and the Capital Reduction. As at the Latest Practicable Date, to the best of Goldman Sachs’ knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Transaction and the Capital Reduction and Goldman Sachs is not aware of any fact the omission of which would make any statement in this Circular in respect of the Proposed Transaction and the Capital Reduction misleading. 1 6.3 J.P. Morgan. J.P. Morgan has been appointed by the Board to advise the Company on the Proposed Transaction (excluding the Non-APBL Assets ). As at the Latest Practicable Date, to the best of J.P. Morgan’s knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Transaction (excluding the Non-APBL Assets ) and J.P. Morgan is not aware of any fact the omission of which would make any statement in this Circular in respect of the Proposed Transaction (excluding the Non-APBL Assets ) misleading. 24
LETTER TO SHAREHOLDERS 1 7. ADDITIONAL INFORMATION Your attention is drawn to the additional information as set out in Appendix 3 to this Circular. Yours faithfully For and on behalf of the Board of Directors of FRASER AND NEAVE, LIMITED Mr Lee Hsien Yang Chairman 25
Page 1 and 2: CIRCULAR DATED 6 SEPTEMBER 2012 THI
Page 3 and 4: DEFINITIONS In this Circular, the f
Page 5 and 6: DEFINITIONS “Directors” : The d
Page 7 and 8: DEFINITIONS “$” and “cents”
Page 9 and 10: LETTER TO SHAREHOLDERS FRASER AND N
Page 11 and 12: LETTER TO SHAREHOLDERS 2.2.2 applyi
Page 13 and 14: LETTER TO SHAREHOLDERS 2.8 No Incre
Page 15 and 16: 4.1.2 Attractive Valuation LETTER T
Page 17 and 18: LETTER TO SHAREHOLDERS 6.1.2 Cancel
Page 19 and 20: LETTER TO SHAREHOLDERS which amount
Page 21 and 22: LETTER TO SHAREHOLDERS 8. CONDITION
Page 23: LETTER TO SHAREHOLDERS 10.4.2 Share
Page 27 and 28: (ii) 9M 2012 APPENDIX 1 - FINANCIAL
Page 29 and 30: (ii) 9M 2012 APPENDIX 1 - FINANCIAL
Page 31 and 32: APPENDIX 2 - PRO FORMA BALANCE SHEE
Page 33 and 34: APPENDIX 3 - ADDITIONAL INFORMATION
Page 35 and 36: NOTICE OF EXTRAORDINARY GENERAL MEE
Page 37: Fold and seal here NOTES: 1. A memb

Circular to Shareholders - Fraser and Neave Limited

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