Circular to Shareholders - Fraser and Neave Limited

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APPENDIX 3 – ADDITIONAL INFORMATION 1. DISCLOSURE OF INTERESTS 1.1 Directors. The interests of the Directors in the Shares as recorded in the Register of Directors’ Shareholdings of the Company as at the Latest Practicable Date are set out below: Direct Interest Deemed Interest Directors No. of Shares % (1) No. of Shares % (1) Mr Lee Hsien Yang 180,000 0.013 408,240 0.029 Mr Timothy Chia Chee Ming 7,594 0.0 01 30,374 0.002 Ms Maria Mercedes Corrales – – – – Mr Ho Tian Yee – – – – Mr Hirotake Kobayashi – – – – Mr Koh Beng Seng – – – – Dr Seek Ngee Huat – – – – Mr Tan Chong Meng 30,000 0.002 – – Mr Nicky Tan Ng Kuang 50,000 0.004 – – Note: (1) The fi gures are based on the issued share capital of 1,425,006,180 Shares as at the Latest Practicable Date, excluding the 4,100 Shares held as treasury shares. 1.2 Substantial Shareholders. The interests of the substantial Shareholders in the Shares as recorded in the Register of Substantial Shareholders of the Company as at the Latest Practicable Date are set out below: Direct Interest Deemed Interest Substantial Shareholders No. of Shares % (1) No. of Shares % (1) International Beverage Holdings Limited (“Int Bev”) Thai Beverage Public Company 412,423,822 28.942 – – Limited (“ ThaiBev”) (2) Charoen Sirivadhanabhakdi – – 412,423,822 28.942 (“Charoen”) (3) Khunying Wanna Sirivadhanabhakdi – – 412,423,822 28.942 (“Khunying”) (3) – – 412,423,822 28.942 Siriwana Company Limited (“SCL”) (3) – – 412,423,822 28.942 MM Group Limited (“MM Group”) (3) Maxtop Management Corp – – 412,423,822 28.942 (“Maxtop”) (3) – – 412,423,822 28.942 Risen Mark Enterprise Ltd (“RM”) (3) Golden Capital (Singapore) Limited – – 412,423,822 28.942 (“GC”) (3) Kirin Holdings Company, Limited (held through Merrill Lynch (Singapore) Pte. Ltd as Depository – – 412,423,822 28.942 Agent) Prudential Asset Management (Singapore) Ltd (reporting on behalf of Prudential Asset Management (Singapore) Ltd., Jackson National 212,773,000 14 .931 – – Life and M&G Investments) – – 113,188,859 7 .943 M&G Global Basics Fund 83,906,000 5.888 – – M&G Investment Funds (1) – – 83,979,000 5.893 M&G Securities Limited – – 97,947,000 6.873 32
APPENDIX 3 – ADDITIONAL INFORMATION Notes: (1) The fi gures are based on the issued share capital of 1,425,006,180 Shares as at the Latest Practicable Date, excluding the 4,100 Shares held as treasury shares. (2) ThaiBev holds 100 per cent. of the issued share capital of IntBev and is therefore deemed to hold an interest in the Shares held by IntBev under Section 7 of the Act. (3) Maxtop, RM, GC (together, the “MM Associates”) and SCL each holds 17.23 per cent., 3.32 per cent., 0.06 per cent. and 45.27 per cent., of the issued share capital of ThaiBev respectively. MM Group holds 100 per cent. of the issued share capital of each of the MM Associates. Charoen and Khunying each holds 50 per cent. of the issued share capital of MM Group. Further, Charoen and Khunying together hold 51 per cent. of the issued share capital of SCL. Therefore, Maxtop, RM, GC, SCL, MM Group, Charoen and Khunying are deemed to each hold an interest in the Shares held by IntBev under Section 7 of the Act. 2. MATERIAL LITIGATION As at the Latest Practicable Date, the Directors are not aware of any litigation, claim or proceeding pending or threatened against the Company or any of its subsidiaries or any facts likely to give rise to any litigation, claim or proceeding which, in the opinion of the Directors, might materially and adversely affect the fi nancial position of the F&N Group taken as a whole. 3. DIRECTORS’ SERVICE CONTRACTS No person is proposed to be appointed as a director of the Company in connection with the Proposed Transaction and accordingly, no service contract is proposed to be entered into between the Company and any such person. 4. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection during normal business hours at the registered offi ce of the Company at 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958, for a period of three months commencing from the Announcement Date: (i) the Agreements; (ii) the Memorandum and Articles of Association of the Company; and (iii) the annual reports of the Company for FY2010 and FY2011. 33
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 and 24: LETTER TO SHAREHOLDERS 10.4.2 Share
Page 25 and 26: LETTER TO SHAREHOLDERS 1 7. ADDITIO
Page 27 and 28: (ii) 9M 2012 APPENDIX 1 - FINANCIAL
Page 29 and 30: (ii) 9M 2012 APPENDIX 1 - FINANCIAL
Page 31: APPENDIX 2 - PRO FORMA BALANCE SHEE
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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