S T A Y I N G A H E A D O F T H E G A M E - Singapore Press Holdings

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DIRECTORS’ REPORT FOR THE YEAR ENDED AUGUST 31, 2004 DIRECTORS’ REPORT FOR THE YEAR ENDED AUGUST 31, 2004 (ii) The expiry date of these options is disclosed in Note 3 to the financial statements, provided that they have not been subsequently cancelled. (iii) The persons to whom the options have been granted do not have the right to participate, by virtue of the options, in any share issue of any other company. (d) The aggregate number of options granted since the commencement of the 1999 Scheme on July 16, 1999 to August 31, 2004 is 16,273,400 options to subscribe for ordinary shares of S$1 each, equivalent to 69,161,950 options to subscribe for subdivided ordinary shares of S$0.20 each. 9. The unissued ordinary shares of the Company under option at the end of the financial year pursuant to the 1999 Scheme are set out in Note 3 to the financial statements. Share Options in Subsidiaries SPH MediaWorks Pre-IPO Share Option Scheme (“MediaWorks Pre-IPO Scheme”) 10. (a) The MediaWorks Pre-IPO Scheme was approved on February 12, 2001. (b) (i) Details of options granted previously have been disclosed in the Directors’ Reports for the respective years. (ii) The persons to whom the options have been granted do not have the right to participate, by virtue of the options, in any share issue of any other company. (c) No options were granted during the financial year under the MediaWorks Pre-IPO Scheme. Other Subsidiaries 13. No option to take up unissued shares of other subsidiaries has been granted during the financial year. 14. No shares of other subsidiaries have been issued during the financial year by virtue of the exercise of options to take up unissued shares. 15. At the end of the financial year, there were no unissued shares of other subsidiaries under option. Audit Committee 16. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act, Chapter 50, and the Singapore Exchange Listing Manual. Its functions include reviewing the audit plans and audit reports of the internal and external auditors, the auditors’ evaluation of the internal accounting controls, and the scope and adequacy of the internal audit function; reviewing the balance sheet of the Company and financial statements of the Group before submitting them to the Board for approval; reviewing any interested person transaction; and reviewing the independence, objectivity and cost effectiveness of the external auditors and the nature and extent of non-audit services supplied by them. It also recommends to the Board the appointment of external auditors, serves as a channel of communications between the Board and the auditors, and performs such other functions as may be agreed by the Audit Committee and the Board. On behalf of the Directors (d) The aggregate number of options granted since the commencement of the MediaWorks Pre-IPO Scheme on February 12, 2001 to August 31, 2004 is 65,026,000. 11. No shares of SPH MediaWorks Ltd have been issued during the financial year by virtue of the exercise of options to take up unissued shares. 12. At the end of the financial year, unissued ordinary shares of SPH MediaWorks Ltd under option pursuant to the MediaWorks Pre-IPO Scheme were as follows: Date of Expiry Exercise Balance Options Options Balance Grant Date Price 1.9.03 Exercised Cancelled 31.8.04 Feb 23, * S$0.10 29,050,000 – (3,610,000) 25,440,000 2001 Lim Chin Beng Chairman Singapore, October 11, 2004 Michael Fam Yue Onn Director * February 23, 2011 or the fifth anniversary of the Listing Date, whichever is earlier. 92 93
STATEMENT BY DIRECTORS AUDITORS' REPORT TO THE MEMBERS OF SINGAPORE PRESS HOLDINGS LIMITED In the opinion of the Directors, (a) the balance sheet of the Company and the financial statements of the Group for the year ended August 31, 2004 are drawn up so as to exhibit a true and fair view of: (i) the results of the business, changes in shareholders’ equity and cash flows of the Group; and (ii) the state of affairs of the Group and of the Company. (b) 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 Directors We have audited the balance sheet of Singapore Press Holdings Limited and the consolidated financial statements of the Group for the financial year ended August 31, 2004 set out on pages 96 to 143. These financial statements are the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform our audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, (a) the accompanying balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap 50 (“the Act”) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the Group as at August 31, 2004 and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and Lim Chin Beng Chairman Michael Fam Yue Onn Director (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. Singapore, October 11, 2004 PricewaterhouseCoopers Certified Public Accountants Singapore, October 11, 2004 94 95
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Page 7 and 8: GROUP FINANCIAL HIGHLIGHTS GROUP FI
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Page 27 and 28: STAFF WELFARE CORPORATE CITIZENRY A
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Page 31 and 32: W I N N I N G T H R U S T “Never
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Page 39 and 40: T H E E N D G A M E “There are ma
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Page 43 and 44: FINANCIAL REVIEW (CONT’D) VALUE A
Page 45 and 46: 88 DIRECTORS’ REPORT 94 STATEMENT
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S T A Y I N G A H E A D O F T H E G A M E - Singapore Press Holdings

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