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Triumph Over Adversity

Mangroves exist in the transient world of land and sea having to endure
the relentless rhythm of the tides. Life at land’s end is harsh, yet many have
triumphed over the adverse environment with each inhabitant playing a
role in making the ecosystem a viable and dynamic one. The past year has
been a very challenging one for everyone here at F&N, as we were faced
with a global financial crisis and a contraction in consumption. But through
our resilience, we have been able to weather the economic tide and now
look forward to continuing our quest for success and excellence.

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FINANCIAL
CALENDAR

Financial Results
Announcements
First quarter 11 February 2009
Second quarter 04 May 2009
Third quarter 06 August 2009
Fourth quarter 09 November 2009

Dividend
Interim
• Announcement 04 May 2009
• Entitlement 09 July 2009
• Payment 06 August 2009

Proposed Final
• Announcement 24 December 2009
• Entitlement 4 February 2010
• Payment 3 March 2010

Press Conference &


Analysts Briefings Held
Half Year 05 May 2009
Full Year 10 November 2009

General Meeting
Annual 21 January 2010

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CONTENTS
004
005
Five-Year Group Performance
Five-Year Group Performance Charts
Corporate Governance
007 Statement of Value Added
Distribution of Value Added 072 Statement on Corporate Governance
076 Report on Audit Committee
079 Statement on Internal Controls
Corporate Review 081 Statement on Directors’
Responsibility
010 Chairman’s Statement
020
022
Board of Directors
Profile of Board of Directors
Financial Statements
028 Corporate Information
084 Directors’ Report
029 Corporate Structure
090 Statement by Directors and
Statutory Declaration

Business Review 091


093
Independent Auditors’ Report
Income Statements
094 Balance Sheets
032 Group Performance Overview
096 Statement of Changes in Equity
036 Soft Drinks
099 Cash Flow Statements
042 Dairy Products
101 Notes to the Financial Statements
052 Glass Containers
056 Property

Other Information
Corporate 154 List of Properties
Responsibility 159
162
Shareholdings Statistics
Share Price Charts
062 Human Resources 163 Notice of Annual General Meeting
064 Corporate Responsibility Initiatives

Proxy Form

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FIVE-YEAR GROUP
PERFORMANCE

Year Ended 30 September 2009 2008 2007 2006 2005

Results (RM million)


Revenue* 3,737.1 3,674.2 2,931.5 2,007.6 1,989.8

Profit before taxation (PBT) 299.8 239.7 220.9 194.2 183.8

Attributable profits 224.4 166.8 152.9 142.8 132.0

Dividend
Per share

- Earnings - basic (sen) 63.0 46.8 42.9 40.1 37.0

- Earnings - diluted (sen) 62.9 46.8 NA NA NA

- Dividend - net (sen) 41.8 ** 40.1 34.2 32.7 30.0

- Dividend - cover (times) 1.5 1.2 1.3 1.2 1.2

Balance Sheet (RM million)


Share capital 356.5 356.5 356.5 356.5 356.5

Shareholders’ equity 1,293.1 1,182.2 1,157.0 1,115.3 1,084.9

Total assets 2,759.9 2,514.1 2,455.7 1,739.5 1,676.6

Long term borrowings 360.4 359.4 83.1 16.9 23.2

Net assets per share (RM) 3.63 3.32 3.25 3.13 3.04

Ratio
PBT on revenue (%) 8.0 6.5 7.5 9.7 9.2

Return on shareholders’ equity (%) 17.4 14.1 13.2 12.8 12.2

Debt to equity ratio (net) (%) 26.7 20.1 17.0 - -

* Prior years revenue have been restated to conform with current year’s presentation.
** Include proposed dividend of 29 sen, which will only be recognised in the financial statements upon shareholders’ approval.
NA - Not applicable

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FIVE-YEAR GROUP
PERFORMANCE CHARTS
Revenue (RM million)
3,737.1
3,674.2

2,931.5
2,007.6
1,989.8

2005 2006 2007 2008 2009

PBT / Attributable Profits (RM million)

299.8
239.7 224.4
220.9
183.8 194.2
152.9 166.8
132.0 142.8

2005 2006 2007 2008 2009

PBT Attributable Profits

Earnings Per Share / Net Dividend (sen)

63.0

46.8
42.9 41.8
40.1 40.1
37.0
34.2
32.7
30.0

2005 2006 2007 2008 2009

Earnings Per Share (Basic) Net Dividend

00
FIVE-YEAR GROUP PERFORMANCE CHARTS

Shareholders’ Equity / Total Assets (RM million)


2,759.9
2,514.1

2,455.7

1,739.5
1,676.6
1,293.1
1,157.0 1,182.2
1,084.9 1,115.3

2005 2006 2007 2008 2009

Shareholders’ Equity Total Assets

Net Assets Per Share (RM)


3.63
3.25 3.32
3.04 3.13

2005 2006 2007 2008 2009

PBT On Revenue (%)


9.7
9.2
8.0
7.5
6.5

2005 2006 2007 2008 2009

Return On Shareholders’ Equity (%)


17.4

14.1
13.2
12.8
12.2

2005 2006 2007 2008 2009

00
STATEMENT OF
VALUE ADDED
2009 2008
RM’000 RM’000

Value Added

Revenue 3,737,063 3,674,216

Purchase of goods and services (2,941,254) (2,976,628)

Value added available for distribution 795,809 697,588

Distribution

To employees 300,710 272,319

To government as taxation 130,749 126,090


(Direct & Indirect)

To shareholders - dividend 125,581 149,103

Retained for reinvestment and future growth 238,769 150,076

795,809 697,588

DISTRIBUTION OF
2009
VALUE ADDED
2009 2008

To employees 38% 39%


2008
To government 16% 18%

To shareholders 16% 21%

Retained for reinvestment 30% 22%


and future growth

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Taking Root

00
Unlike other plants, the mangrove tree
is able to grow where no other trees
have grown before. How is this possible?
The answer lies in its roots, which not
only provide support in unstable soil to
withstand strong currents and storms,
but also breathe air. Having already
taken root and laid a strong foundation
in the ASEAN region, we will continue
to expand into new markets and
uncharted territories which can help
propel F&N into a truly global brand.

CORPORATE REVIEW
Chairman’s Statement 010
Board Of Directors 020
Profile Of Board Of Directors 022
Corporate Information 028
Corporate Structure 029

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CHAIRMAN’S
STATEMENT

0010
As I reflect on FY 08/09, it was indeed a year of unparalleled economic
turbulence and market volatility fraught with uncertain consequences.
Starting from the collapse of leading financial institutions, firstly in the
United States, the contagion quickly spread to Europe and Asia,
pushing many major economies into recession in spite of concerted
efforts by governments to inject liquidity and confidence into the
banking systems.

“I am pleased Malaysia and Thailand, which are our core markets were not spared
from this economic downturn and both countries suffered deep
and proud recession in the first half of 2009 as exports, the lifebuoy of both
economies decelerated sharply. Tourism-related industries were
also badly affected with the advent of H1N1 influenza and consumer
to report that confidence of milk products was dented with the melamine crisis
emanating from China.

despite the On the Company front, we had to face head-on new challenges
brought on by the non-renewal of the Coca-Cola franchise agreement
prevailing expiring in January 2010. The announcement, made on 18 February,
2009 marks the end of the 73-year relationship with Coca-Cola. This also

external brought into sharp focus the Group’s ability to exit this arrangement
and realize our vision of a regional world-class food and beverage
company by leveraging on our 126-year-old heritage, the foundation
environment of which is supported by the F&N formidable brands and extensive
distribution network . In May 2009, we unveiled an agreement to extend

and to some the Coca-Cola franchise for a period of 20 months until 30 September,
2011. This transition agreement also included F&N’s acquisition of
the remaining 10 per cent of F&N Coca-Cola Malaysia Sdn Bhd and
extent, the F&NCC Beverages Sdn Bhd from Coca-Cola making them fully-owned
subsidiaries of Fraser & Neave Holdings Bhd.

anxiety of I am pleased and proud to report that despite the prevailing external
environment and to some extent, the anxiety of our various stakeholders,
our various external as well as internal, F&N was able to deliver another solid set
of results. Revenue increased two per cent from the last financial year

stakeholders, to RM3.73 billion while operating profit rose 22 per cent to RM313.9
million. Profit after taxation surged 35 per cent to RM243 million on
the back of strong performance of the Group’s soft drinks and dairies
external divisions. Operating profit of the dairies division surged 59 per cent over
the previous year, elevating it as a key contributor on par with the soft

as well as drinks division.

This set of commendable results marks the Group’s 9th consecutive


internal, F&N year of record operating profit and is praiseworthy amidst the backdrop
of a deep regional economic recession. The increased operating

was able profit was due to the strong performance of the soft drinks and dairies
divisions which maintained their momentum and jointly chalked up an
impressive 31 per cent growth. Soft drinks sales grew by 10.5 per cent
to deliver boosted by stronger volume demand. For the dairies division, margins
improved as it successfully defended selling prices in the premium

another solid market segment and shifted its product mix to take advantage of new
opportunities arising from lower input cost.

set of results.”

011
CHAIRMAN’S STATEMENT

Delivering Value to Shareholders


In recognition of the good performance and to reward shareholders’ loyalty, the directors are recommending a bonus
tax exempt dividend of 5 sen per share on top of a final net dividend of 24 sen (gross 4 sen less tax and 21 sen tax
exempt). If approved by shareholders, the total net dividend for the year would be 41.75 sen, a rise of 4.2 per cent
compared to 40.08 sen paid last year. In all, shareholders will receive net dividend totaling RM148.8 million for this
financial year. All remaining Section 108 tax credit will be fully utilized by the next financial year before it expires on 31
December 2013.

I am pleased to note that for the past 10 years (since FY 99/00), the Group has consistently been rewarding shareholders
with an increased payout of dividends year after year in line with improved financial performance. It is noteworthy
that the market capitalization of F&N was a mere RM830 million on 30 September, 2000 and it has risen to RM3.68
billion on 30 September, 2009. This is a 4.4 fold increase over the past 10 years which is in line with profit improvement.
Shareholders who had invested RM3.20 per share back in 30 September, 2000 would have received cash dividend
amounting to RM2.53 over the past decade and based on the closing share price of RM10.23 at 30 September, 2009,
this would translate to an attractive 17% compounded annual return over the initial investment. Depending on Group
performance, we will endeavour to maintain or increase dividend payout in the years ahead.

Our gearing remains healthy despite our major investment in capital expenditure and generous dividend payout due
to strong operating cash flows generated by our F&B businesses. We are therefore, well positioned to ride on new
growth opportunities and continue to return value to our shareholders.

Investing For The Future


On the corporate front, it was an eventful year for the Group. The RM250 million greenfield dairy plant in Rojana,
Thailand commenced production in September 2009 and should be fully operational by early 2010. We also broke
ground for another greenfield dairy plant in Pulau Indah, Port Klang costing RM350 million which is scheduled for
completion by 2012. These two state-of-the-art plants when fully operational should position F&N as a leading dairy
company in South East Asia and will provide a strong platform for sustained growth. We were also able to secure tax
incentives of RM150 million for the above plants which will translate to lower effective tax in the future.

During the year under review a RM25 million warehouse and an in-house PET blowing plant in Kuching, Sarawak was
opened to cater for the increased demand and storage capacity of raw materials and finished goods, effectively
tripling storage capacity to meet projected volume growth in Sabah and Sarawak.

A second mineral water facility in Bentong, Pahang was commissioned to cater to the growing demand of packaged
water in Peninsular Malaysia. This will strengthen the Group’s position in package water and complements its leadership
already enjoyed in East Malaysia.

The closure of the glass furnace in Petaling Jaya has consolidated the Malaysian glass entity into a single site operation
in Johor Bahru to maximize operating efficiencies and facilitate a leaner management structure. In Vietnam, F&N
is investing USD43 million in a new glass plant under its subsidiary, Malaya-Vietnam Glass Limited to meet growing
demand generated by the improvement of the Vietnamese economy.

Corporate Governance
In the management of our business, we are guided by our commitment to maintain the public trust that we have been
given by listening to stakeholders, delivering on our commitments, monitoring results, anticipating risks and putting the
governance and excellence agenda at the heart of all our activities.

Thus we remain committed to ensuring a sound system of policies, practices and internal controls to sustain the long-
term growth of the Group’s business and performance. Further information can be obtained in the statement of our
Corporate Governance found in the Annual Report.

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Corporate Responsibility
The F&N Out-Do Yourself Award (OYA) honoured another three recipients during the financial year under review,
bringing to seven the total number of outstanding Malaysians who have been recognized for their acts of bravery,
chivalry, compassion and kindness. The winners of the award and a brief synopsis of their achievements are found in
the Annual Report.

Families of our best asset were not forgotten as another RM276,000 was disbursed to 179 children of F&N Group
employees under the auspices of the Chairman’s Award 2009 to recognize their academic excellence in the 2008
public examinations. Since the introduction of the award in 2003, a total of RM1.34 million has been disbursed to
deserving students.

F&N also undertook a myriad of other Corporate Responsibility initiatives ranging from educational and environmental
preservation efforts to health and safety activities as well as sports sponsorships that focused on promoting the social
and physical well-being of society.

Outlook and Prospects


The economies of Malaysia and Thailand are projected to return to positive growth next year and this should translate
to stronger consumer spending for F&N products. However prices of raw materials remain volatile and the trending
upwards could erode margins. Our preparations are in full swing to launch new products and to strengthen distribution
in the soft drinks division, as management gears up for the expiry of the Coca-Cola transition agreement in September
2011. Nevertheless we are cautiously optimistic of the prospects for the next year and will strive to sustain and build on
our current performance.

Board Developments
On 1 March, 2009 we welcomed Mr Huang Hong Peng as a non-independent and non-executive director of the
Group. Mr Huang is currently the Deputy Chief Executive Officer (Food & Beverage) of F&N Limited and sits on the
boards of F&N Group subsidiaries and associates. He was previously regional director of the China/CEO’s office of Asia
Pacific Breweries Limited. Mr Huang’s insights and guidance to the Group, especially in the F&B business, will be an
invaluable asset.

Acknowledgements
I wish to take this opportunity to thank the Board for their wise counsel and guiding management through a
challenging year, our customers and partners for their continued trust and commitment to work with us, our staff for
their professionalism, loyalty and commitment to grow our business, and shareholders for their continued support.

Yours sincerely

TENGKU SYARIF BENDAHARA PERLIS SYED BADARUDIN


JAMALULLAIL IBNI ALMARHUM TUANKU SYED PUTRA JAMALULLAIL

Chairman
30 November 2009

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KENYATAAN PENGERUSI
Ketika mengimbas kembali TK 08/09, perkara yang masih jelas dalam fikiran saya ialah kegawatan ekonomi dan
ketidakstablian pasaran yang menyebabkan keadaan menjadi tidak menentu. Tercetus daripada keruntuhan
beberapa institusi kewangan utama yang bermula di Amerika Syarikat, kesan krisis menular pantas ke Eropah dan
Asia, menyebabkan banyak ekonomi utama dilanda kemelesetan walaupun kerajaan masing-masing berusaha
sedaya upaya untuk meningkatkan kecairan dan keyakinan terhadap sistem perbankan.

Malaysia dan Thailand yang merupakan pasaran operasi teras kami, turut tidak terlepas daripada merasai tempias
kegawatan ini dan kedua-dua negara tersebut mengalami kemelesetan yang serius pada separuh pertama 2009
disebabkan oleh aktiviti eksport, yang menjadi pendorong utama kedua-dua ekonomi telah menyusut dengan
ketara. Industri berkaitan pelancongan turut mengalami kesan negatif akibat penularan wabak influenza H1N1 di
samping keyakinan pengguna terhadap produk susu terjejas akibat krisis melamin yang bermula di China.

Di peringkat Syarikat, kami terpaksa menghadapi cabaran baru akibat keputusan untuk tidak melanjutkan
perjanjian francais Coca-Cola yang dijadualkan berakhir pada Januari 2010. Pengumuman yang dibuat pada 18
Februari lalu menandakan berakhirnya hubungan yang terjalin selama 73 tahun dengan Coca-Cola. Oleh yang
demikian, tumpuan diberikan kepada keupayaan Kumpulan untuk keluar daripada perjanjian ini dan mencapai
wawasan kami untuk menjadi sebuah syarikat makanan dan minuman (F&B) serantau bertaraf dunia dengan
memanfaatkan kekuatan warisan jenama yang dibina selama 126 tahun, serta disokong oleh jenama kukuh dan
rangkaian pengedaran luas F&N.

Namun begitu pada Mei 2009, kami telah memeterai satu perjanjian untuk melanjutkan francais Coca-Cola untuk
tempoh 20 bulan lagi, iaitu sehingga 30 September 2011. Perjanjian peralihan ini turut membabitkan pengambilalihan
baki 10 peratus dalam F&N Coca-Cola Malaysia Sdn Bhd dan F&NCC Beverages Sdn Bhd oleh F&N daripada Coca-
Cola, menjadikannya anak syarikat milik penuh Fraser & Neave Holdings Bhd.

Saya gembira dan berbangga untuk melaporkan bahawa walaupun menghadapi pelbagai cabaran dalam
menangani keadaan ekonomi semasa dan juga kebimbangan para pemegang kepentingan kami, baik di dalam
mahupun di luar, F&N telah berjaya mencatatkan satu lagi keputusan cemerlang. Hasil meningkat sebanyak
dua peratus daripada tahun kewangan lepas kepada RM3.73 bilion manakala keuntungan operasi meningkat
sebanyak 22 peratus kepada RM313.9 juta. Keuntungan selepas cukai naik sebanyak 35 peratus kepada RM243 juta
berlandaskan prestasi kukuh bahagian minuman ringan dan produk tenusu. Keuntungan operasi bahagian tenusu
meningkat sebanyak 59 peratus berbanding tahun sebelumnya, menjadikannya penyumbang utama yang kini
setanding dengan bahagian minuman ringan.

Keputusan yang memberangsangkan ini menandakan kejayaan tahun ke-9 berturut-turut Kumpulan mencatatkan
keuntungan operasi tertinggi dan harus dibanggakan lebih-lebih lagi ketika kemelesetan ekonomi serantau yang
serius masih mengancam. Keuntungan operasi yang lebih tinggi berjaya dicapai berdasarkan prestasi kukuh
bahagian minuman ringan dan barangan tenusu, yang meneruskan momentum dan bersama-sama mencatatkan
pertumbuhan mengagumkan sebanyak 31 peratus. Jualan minuman ringan meningkat sebanyak 10.5 peratus
disokong oleh permintaan volum yang lebih kukuh.

Memberikan Nilai kepada Pemegang Saham


Sebagai mengiktiraf prestasi cemerlang dan sebagai ganjaran kepada semua pemegang saham, para pengarah
mengesyorkan pembayaran dividen bonus dikecualikan cukai sebanyak 5 sen sesaham selain daripada dividen
bersih akhir sebanyak 24 sen (dividen kasar 4 sen ditolak cukai dan 21 sen dikecualikan cukai). Jika diluluskan oleh
para pemegang saham, jumlah dividen bersih bagi tahun dilaporkan adalah sebanyak 41.75 sen, iaitu peningkatan
sebanyak 4.2 peratus berbanding 40.08 sen yang dibayar pada tahun lepas. Secara keseluruhannya, para
pemegang saham akan menerima dividen bersih berjumlah RM148.8 juta bagi tahun kewangan ini. Semua kredit
cukai Seksyen 108 akan digunakan pada tahun kewangan akan datang sebelum ia luput pada 31 Disember 2013.

014
Saya gembira untuk menyatakan bahawa sejak tempoh 10 tahun lepas (sejak TK ‘99/00), Kumpulan telah memberikan
ganjaran secara konsisten kepada para pemegang saham dengan dividen lebih tinggi setiap tahun, sejajar dengan
prestasi kewangan yang bertambah baik. Harus diingat bahawa modal pasaran F&N hanyalah RM830 juta pada 30
September 2000 dan angka tersebut telah meningkat kepada RM3.68 bilion pada 30 September 2009. Peningkatan
sebanyak 4.4 kali ganda tersebut dalam tempoh 10 tahun lepas adalah selaras dengan pertambahan keuntungan
yang dicatatkan. Pemegang saham yang melabur sebanyak RM3.20 sesaham pada 30 September 2000 telah
menerima dividen tunai sebanyak RM2.53 sepanjang dekad yang lalu dan meraih pulangan tahunan terkompaun
sebanyak 17% atas pelaburan awalnya berasaskan harga saham penutup berjumlah RM10.23 pada 30 September
2009. Tertakluk kepada prestasi Kumpulan, kami akan berusaha untuk mengekalkan atau meningkatkan bayaran
dividen pada tahun-tahun akan datang.

Kedudukan hutang kami masih berada pada tahap yang terkawal walaupun pelaburan yang besar telah dibuat
dalam perbelanjaan modal dan pembayaran dividen yang tinggi disebabkan oleh aliran tunai operasi yang dijana
oleh perniagaan F&B adalah amat kukuh. Justeru itu, kami berada pada kedudukan yang baik dan bersedia untuk
memanfaatkan peluang pertumbuhan baru di samping terus memberikan nilai kepada para pemegang saham
kami.

Melabur untuk Masa Depan


Di peringkat korporat, pelbagai perkembangan penting telah berlaku pada tahun dilaporkan. Kilang produk
tenusu baru bernilai RM250 juta di Rojana, Thailand telah memulakan pengeluaran pada September 2009 dan
dijangka akan beroperasi sepenuhnya pada awal 2010. Kami juga telah menyempurnakan majlis pecah tanah
bagi satu lagi kilang produk tenusu baru di Pulau Indah, Port Klang yang bernilai RM350 juta dan dijadualkan siap
sepenuhnya menjelang 2012. Kedua-dua kilang serba canggih ini, apabila beroperasi sepenuhnya kelak, akan
menjadikan F&N sebagai syarikat produk tenusu yang terulung di Asia Tenggara dan menyediakan landasan kukuh
bagi pertumbuhan mapan. Kami juga berjaya mendapatkan insentif cukai bernilai RM150 juta bagi dua kilang
tersebut, yang bakal diterjemahkan kepada kadar cukai efektif lebih rendah pada masa depan.

Pada tahun yang dilaporkan, sebuah gudang dan kilang peniupan PET dalaman bernilai RM25 juta di Kuching,
Sarawak telah dibuka untuk memenuhi permintaan dan kapasiti simpanan yang kian meningkat bagi bahan
mentah dan bahan siap, justeru meningkatkan kapasiti sebanyak tiga kali ganda untuk memenuhi pertumbuhan
volum yang diunjurkan di Sabah dan Sarawak.

Syarikat juga akan membina kemudahan air mineral yang kedua di Bentong, Pahang untuk memenuhi permintaan
yang semakin bertambah bagi air bungkusan di Semenanjung Malaysia. Ini akan mengukuhkan lagi kedudukan
Kumpulan dalam air bungkusan dan menyokong kedudukannya sebagai pemimpin pasaran di Malaysia Timur.

Penutupan relau kaca di Petaling Jaya telah menyaksikan operasi kaca di Malaysia tertumpu kepada satu sahaja
kemudahan iaitu di Johor Baru untuk meningkatkan lagi kecekapan operasi dan mewujudkan struktur pengurusan
yang lebih hemat. Di Vietnam, F&N telah melaburkan sebanyak USD43 juta dalam kilang kaca baru di bawah
anak syarikatnya, Malaya-Vietnam Glass Limited untuk memenuhi permintaan yang semakin meningkat daripada
ekonomi Vietnam yang sedang berkembang pesat.

Urus Tadbir Korporat


Dalam pengurusan perniagaan, kami berpegang kepada komitmen untuk memenuhi kepercayaan yang
diamanahkan oleh umum terhadap kami dengan mendengar pandangan pemegang kepentingan, menunaikan
komitmen kami, memantau keputusan, meramalkan risiko dan meletakkan agenda urus tadbir dan kecemerlangan
sebagai tumpuan kepada segala kegiatan kami.

Justeru itu, kami beriltizam untuk mengukuhkan lagi sistem dasar, amalan dan kawalan dalaman untuk mengekalkan
pertumbuhan jangka panjang perniagaan dan prestasi Kumpulan. Maklumat lanjut boleh didapati dalam penyata
Urus Tadbir Korporat dalam Laporan Tahunan kami.

015
KENYATAAN PENGERUSI

Tanggungjawab Korporat
Anugerah Atasi Segalanya F&N (OYA) telah disampaikan kepada tiga lagi penerima pada tahun kewangan yang
dilaporkan. Secara keseluruhan, seramai tujuh rakyat Malaysia telah diiktiraf kerana menunjukkan keberanian,
kesateriaan, belas kasihan dan ketulusan hati mereka. Senarai pemenang-pemenang anugerah serta sinopsis
ringkas pencapaian mereka boleh didapati dalam Laporan Tahunan.

Ahli keluarga kepada aset kami yang paling berharga juga tidak dilupakan. Sebanyak RM276,000 lagi disampaikan
kepada 179 anak-anak kakitangan Kumpulan F&N di bawah Anugerah Pengerusi 2009 untuk mengiktiraf
kecemerlangan akademik yang dicapai dalam peperiksaan awam 2008. Sejak anugerah tersebut diperkenalkan
pada 2003, sejumlah RM1.34 juta telah disampaikan kepada pelajar-pelajar cemerlang.

F&N juga melaksanakan pelbagai inisiatif Tanggungjawab Korporat termasuk usaha pendidikan, pemuliharaan
alam sekitar, kegiatan kesihatan dan keselamatan serta tajaan sukan yang memberi tumpuan untuk menggalakkan
kesejahteraan sosial dan fizikal masyarakat.

Tinjauan dan Prospek


Ekonomi Malaysia dan Thailand dijangka akan kembali kepada pertumbuhan positif pada tahun hadapan dan
perbelanjaan pengguna bagi produk F&N adalah lebih kukuh. Walaubagaimanapun, harga bahan mentah yang
masih turun naik tetapi kini mula menunjukkan sedikit peningkatan mungkin akan menjejaskan margin kami. Kami
telah membuat persediaan sepenuhnya untuk melancarkan produk baru dan mengukuhkan lagi pengedaran
bahagian minuman ringan di samping pihak pengurusan bersiap sedia menghitung hari sehingga berakhirnya
perjanjian pemindahan Coca-Cola pada September 2011. Namun begitu, kami agak yakin dengan prospek tahun
depan dan akan berusaha untuk mengekalkan dan membina prestasi masa depan.

Perkembangan Lembaga Pengarah


Pada 1 Mac, 2009, kami mengalu-alukan penyertaan En. Huang Hong Peng sebagai pengarah bukan bebas
bukan eksekutif Kumpulan. En. Huang yang kini menyandang jawatan Timbalan Ketua Pegawai Eksekutif (Makanan
& Minuman) F&N Limited dan merupakan ahli lembaga pengarah anak syarikat dan syarikat sekutu Kumpulan
F&N. Sebelum ini, beliau merupakan pengarah serantau pejabat China/di pejabat Ketua Pegawai Eksekutif Asia
Pacific Breweries Limited. Pandangan dan panduan yang akan diberikan kelak oleh En Huang kepada Kumpulan
terutamanya dalam perniagaan F&B pasti amat berharga.

Pengiktirafan
Saya ingin mengambil kesempatan ini untuk mengucapkan ribuan terima kasih kepada Lembaga Pengarah kerana
nasihat dan panduan berguna yang diberikan kepada pihak pengurusan dalam tahun yang sungguh mencabar
ini, kepada pelanggan dan rakan niaga kami kerana kepercayaan dan komitmen berterusan mereka untuk
bekerjasama dengan kami, kepada kakitangan kami kerana profesionalisme, kesetiaan dan komitmen mereka
untuk mengembangkan perniagaan kami, dan kepada pemegang saham kerana sokongan berterusan mereka.

Yang benar

TENGKU SYARIF BENDAHARA PERLIS SYED BADARUDIN


JAMALULLAIL IBNI ALMARHUM TUANKU SYED PUTRA JAMALULLAIL

Pengerusi
30 November 2009

016
017
018
TENGKU SYARIF BENDAHARA PERLIS SYED BADARUDIN
JAMALULLAIL IBNI ALMARHUM TUANKU SYED PUTRA JAMALULLAIL

019
BOARD OF DIRECTORS
Mr Lee Kong Yip

Mr Tan Ang Meng

Y.A.M. Tengku Syed Badarudin Jamalullail

Y.Bhg. Dato’ Anwarrudin bin Ahamad Osman

020
Mr Leslie Oswin Struys
Mr Anthony Cheong Fook Seng

Y.Bhg. Tan Sri Dato’ Dr Lin See Yan

Mr Koh Poh Tiong

Mr Huang Hong Peng

Y.Bhg. Dato’ Dr Nik Norzrul Thani bin Nik Hassan Thani

Mr Wang Eng Chin

Y.Bhg. Dato’ Dr Mohd Shahar bin Sidek 021


PROFILE OF
BOARD OF DIRECTORS
Y.A.M. TENGKU SYARIF BENDAHARA PERLIS SYED BADARUDIN JAMALULLAIL
IBNI ALMARHUM TUANKU SYED PUTRA JAMALULLAIL
Malaysian, age 64
Chairman of the Board, Independent and non-executive director
Chairman of the Nominating & Remuneration Committees
Member of the Audit Committee

Tengku Syed Badarudin graduated from Cambridge University in 1968 with a Master of Arts degree in Law & History.
From 1968 to 1978, he was employed and held various executive positions in Fraser & Neave (Malaya) Sdn Bhd.
Currently Tengku is involved in his family business and he is a Director of Hwang-DBS (Malaysia) Berhad / Hwang-DBS
Investment Bank Berhad. He is also a board member of Yayasan Tuanku Syed Putra, a charitable foundation.

He was appointed to the Board on 8 February 1987 and on 27 February 2001 was appointed its Chairman. During the
financial year, he attended all the eight scheduled meetings of the Board. He does not have any family relationship
with any director and/or major shareholder of the Company, nor any personal interest in any business arrangement
involving the Company.

Y.BHG. TAN SRI DATO’ DR LIN SEE YAN


Malaysian, age 70
Independent and non-executive director
Chairman of the Audit Committee
Member of the Nominating Committee

Tan Sri Lin is an independent strategy Consultant. Qualified as Malaysia’s first Chartered Statistician, he graduated
from the University of Malaya in Singapore and Harvard University (where he received 3 degrees, including a PhD in
economics). He is Pro-Chancellor, Universiti Sains Malaysia, and also Professor of Economics (Adjunct), Universiti Utara
Malaysia, Professor of International Finance & Business (Adjunct), Universiti Malaysia Sabah as well as an Eisenhower
Fellow and a Chartered Scientist, London.

Prior to 1998, he was Chairman/President and CEO of Pacific Bank and for 14 years previously, Deputy Governor
of Bank Negara Malaysia, having been a central banker for 34 years. Dr. Lin continues to serve the public interest;
some current appointments include: Member of the PM’s National Innovation Council and the PM’s Economic
Action Council Working Group, as well as a member of key Steering Committees at the Ministry of Higher Education;
Economic Advisor, Associated Chinese Chambers of Commerce and Industry of Malaysia; Member, Asian Shadow
Financial Regulatory Committee; Governor, Asian Institute of Management, Manila; Member, Advisory Board of the
Malaysian-Japanese University Centre; Trustee, Malaysia University for Science & Technology and Monash University
(Sunway Campus); and Chairman Emeritus, Harvard Graduate School Alumni Council at Harvard University in
Cambridge (USA) as well as Regional Director for Asia, Harvard Alumni Association at the University, and President,
Harvard Club of Malaysia. Tan Sri advises and sits on the Boards of a number of publicly listed and private businesses
in Malaysia, Singapore, Indonesia and Hong Kong including Chairman, Cabot (Malaysia) Sdn Bhd and is Director of
Ancom Berhad, Genting Berhad, Genting Malaysia Bhd, Wah Seng Bhd, Jobstreet Corporation Bhd and KrisAssets
Holdings Bhd.

He was appointed to the Board on 12 March 1996. During the financial year, he attended all the eight scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of the
Company, nor any personal interest in any business arrangement involving the Company.

022
MR KOH POH TIONG
Singaporean, age 62
Non-independent and non-executive director
Member of the Nominating & Remuneration Committees

Koh Poh Tiong is the Chief Executive Officer, Food & Beverage of Fraser and Neave, Limited. Previously, he held the
position of Chief Executive Officer of Asia Pacific Breweries Limited (APB) from October 1993 to September 2008. He
remains as a director of APB and retains directorships in most of APB’s operating companies in the region.

He is Chairman of the Singapore Kindness Movement (SKM), Chairman of the School Advisory Committee (SAC) of
Gan Eng Seng School, a Director of PSA International Ltd and PSA Corporation Ltd, The Great Eastern Life Assurance
Co Ltd and Board member of the Singapore Youth Olympic Games (YOG) Organizing Committee.

From April 2000 to March 2008, he was Chairman of the Agri-Food & Veterinary Authority (AVA); and, a member of the
APEC Business Advisory Council representing Singapore from January 1999 to August 2001. His previous directorships
include National Healthcare Group Pte Ltd, Media Corporation of Singapore Pte Ltd, Television Corporation of
Singapore Pte Ltd, Wildlife Reserves Singapore Pte Ltd and Jurong BirdPark Pte Ltd.

For his contributions to AVA, he was bestowed the Public Service Medal at the National Day Awards 2007. He also
received the Service to Education Award from the Ministry of Education in 2007 and the 1998 DHL/The Business Times
Outstanding CEO of the Year Award.

He was appointed as a director on 1 October 2008. During the financial year, he attended all the eight scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of the
Company, nor any personal interest in any business arrangement involving the Company except in his capacity as the
Chief Executive Officer, Food & Beverage of Fraser and Neave, Limited, a major shareholder of the Company.

MR ANTHONY CHEONG FOOK SENG


Malaysian, age 55
Non-independent and non-executive director
Member of the Audit Committee

Mr Anthony Cheong is a member of the Institute of Chartered Accountants in England & Wales and the Institute of
Certified Public Accountants in Singapore.

He worked in the Audit & Corporate Advisory Services Division of Ernst & Young till 1989 when he joined
CarnaudMetalbox Asia Ltd as Internal Audit Manager, later on assuming the position of Company Secretary. He
joined the F&N Group in Times Publishing Ltd as Corporate General Manager (Group Finance) and Company
Secretary in 2001. He was appointed the Group Company Secretary of the Fraser and Neave, Limited Group on
1 October 2002 and was a director from 1 February 2005 to 31 January 2008. He represents the F&N Group on the
boards of a number of subsidiaries.

He was appointed to the Board on 1 October 2002. During the financial year, he attended all the eight scheduled
meetings of the Board. Except for his position as the Group Company Secretary of Fraser and Neave, Limited,
a major shareholder of the Company, he does not have any family relationship with any director and/or major
shareholder of the Company, nor any personal interest in any business arrangement involving the Company.

023
PROFILE OF BOARD OF DIRECTORS

Y.BHG. DATO’ DR MOHD SHAHAR BIN SIDEK


Malaysian, age 62
Non-independent and non-executive director

Dato’ Dr Mohd Shahar bin Sidek graduated from the University of Malaya with a Bachelor of Economics (Accounting)
Hons in 1971. Upon graduation, he joined the Federal Treasury of Malaysia as Assistant Secretary. In 1980, he was
transferred to INTAN as a lecturer where he completed his Masters in Economics (Public Administration) at the
University of Malaya in the same year. He pursued his PhD in Public Finance at the Temple University, USA and
completed it in 1989.

Upon completion of his doctorate in Finance, Dato’ Dr Mohd Shahar joined the Penang State as its State Financial
Officer in 1991 and held the position until 1994 He was promoted as the Director General of Biro Tata Negara in 1994.
In 1997, he was posted to the Federal Treasury of Malaysia as Secretary for Supply and Procurement Division and
was transferred to MAMPU as Deputy Director General in 1999. He was promoted as Director General of the Road
Transport Department in the Ministry of Transport in 2000 until his retirement in April 2003.

He was appointed to the Board on 30 September 2003. During the financial year, he attended all the eight scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of
the Company, nor any personal interest in any business arrangement involving the Company except that he is a
nominee director of Permodalan Nasional Berhad, a major shareholder of the Company.

MR LEE KONG YIP


Malaysian, age 65
Non-independent and non-executive director
Member of the Remuneration Committee

Mr Lee graduated from the University of Malaya with a Bachelor in Economics (Hons) majoring in statistics in 1969. He
completed the Executive Program in the Graduate School of Business Administration in the University of California
Berkeley, USA in 1988.

From 1969 to 1994, he has held various executive positions in the Oversea-Chinese Banking Corporation Limited and its
finance subsidiary, the Oversea-Chinese Finance Company Berhad. In 1995, he was appointed the Executive Vice
President and director of the OCBC Bank (Malaysia) Berhad, a post he held until his retirement in April 2000. He is a
director of Overseas Assurance Corporation (Malaysia) Berhad, Overseas Assurance Corporation (Holdings) Bhd,
Great Eastern Capital (Malaysia) Sdn Bhd and Great Eastern Life Assurance (Malaysia) Berhad.

He was appointed to the Board on 10 May 2000. During the financial year, he attended 7 of the 8 scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of
the Company, nor any personal interest in any business arrangement involving the Company except that he is a
nominee director of Fraser & Neave, Limited, a major shareholder of the Company.

024
MR TAN ANG MENG
Malaysian, age 54
Non-independent and executive director
Chief Executive Officer

Mr Tan is a Certified Public Accountant and was admitted to the membership of the Malaysian Institute of Certified
Public Accountants in 1980.

In 1975 to 1981, he was employed in the Kuala Lumpur office of PriceWaterhouseCoopers, then known as Price
Waterhouse. He then joined UMW. In 1983, he joined Guinness Malaysia Berhad as Assistant Chief Accountant.
Following the merger between Guinness Malaysia Bhd and Malayan Breweries (M) Sdn Bhd, he was transferred
to Malayan Breweries Limited in 1991 (which later changed its name to Asia Pacific Breweries Ltd) and worked
in various executive capacities as well as in various regional offices in the group. His last position held was that of
Regional Director based in Singapore with responsibility for the brewery operations in China, Vietnam, Cambodia
and Myanmar. In March 2001, he was appointed the Chief Executive Officer of the Company. Mr Tan was appointed
as the first director of F&N Capital Sdn Bhd upon the incorporation of the Company on 16 May 2008.

He was appointed to the Board on 24 May 2001. During the financial year, he attended all the eight scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of the
Company, nor any personal interest in any business arrangement involving the Company.

Y.BHG. DATO’ DR NIK NORZRUL THANI BIN NIK HASSAN THANI


Malaysian, age 49
Non-independent and non-executive director

Dato’ Dr Nik holds a Ph.D. in Law from the School of Oriental and African Studies (SOAS), University of London and a
Masters in Law from Queen Mary College, University of London. He read law at the University of Buckingham, United
Kingdom.

Dato’ Dr Nik also holds a post-graduate diploma in Syariah Law and Practice (with Distinction) from the International
Islamic University of Malaysia. He is a Barrister of Lincoln’s Inn and an Advocate & Solicitor of the High Court of
Malaya. He was called to the Bar of England and Wales in 1985 and to the Malaysian Bar in 1986. He was a Visiting
Fulbright Scholar, Harvard Law School in 1996 to 1997, and was formerly the Acting Dean/Deputy Dean of the
Faculty of Laws, International Islamic University Malaysia. Dato’ Dr Nik is a Fellow of the Chartered Institute of
Marketing (United Kingdom) and is also a Fellow of the Financial Services Institute of Australia (FINSIA).

Currently, Dato’ Dr Nik Norzrul Thani is a practising lawyer with Zaid Ibrahim & Co. Prior to joining Zaid Ibrahim & Co.,
Dato’ Dr Nik was with Baker & McKenzie (International Lawyers), Singapore.

He was appointed to the Board on 7 November 2006. During the financial year, he attended 6 of the 8 scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of
the Company, nor any personal interest in any business arrangement involving the Company except that he is a
nominee director of Permodalan Nasional Berhad, a major shareholder of the Company.

025
PROFILE OF BOARD OF DIRECTORS

Y.BHG. DATO’ ANWARRUDIN BIN AHAMAD OSMAN


Malaysian, age 66
Independent and non-executive director,
Member of the Audit Committee

Dato’ Anwarrudin Ahamad Osman graduated from the University of Malaya in 1966 with a Bachelor of Arts degree.

Upon graduation, he joined the Malaysian Civil Service in 1966 and served in the Ministry of Defence. In May 1975,
he joined Petronas and served in various capacities until his retirement on 1 September 1998 as MD/CEO of Petronas
Dagangan Berhad.

During the 23 years in Petronas, Dato’ Anwarrudin held various senior positions. He was the General Manager of
Corporate Planning Division in 1984, General Manager, Human Resources Management Division in 1985 before
heading the International Marketing Division of Petronas responsible for sales of crude and products and processing
of crude. He was a member of the Asean Council On Petroleum (ASCOPE) technical committee for several years
and spoke at the ASCOPE oil marketing management seminars and local seminars on prospects of bumiputera in
the marketing and distribution industry; represented Malaysia in the OPEC/NON-OPEC dialogues from 1989 – 1991.

Currently, Dato’ Anwarrudin holds directorship positions in KKB Engineering Bhd and in several non-listed companies.
He is also Executive Vice-Chairman of Yasmin Engineering Sdn Bhd (formerly known as TDW Malaysia Sdn Bhd)

He was appointed to the Board on 19 January 2005. During the financial year, he attended all the eight scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of the
Company, nor any personal interest in any business arrangement involving the Company.

MR LESLIE OSWIN STRUYS


Singaporean, age 72
Senior Independent and non-executive director
Member of the Audit, Nominating & Remuneration Committees

Mr Struys graduated from the University of Malaya in 1960 with a Bachelor of Arts degree in Economics.

He joined Fraser and Neave, Limited in 1960 and in his career worked in numerous capacities in sales, marketing and
production. He was based in various locations including KL and Ipoh and was the first Branch Manager of the new
F&N bottling plant in Johor which was built in 1967. His last position was Product Manager in the soft drinks operations
in Malaysia and Singapore in 1972. He was then transferred to Malaya Glass Berhad (which later became Fraser
&Neave Holdings Bhd.) as its General Manager and held that position until his retirement in December 1997. He was
also a director of Malaya Glass Berhad from 1985 and later of Fraser & Neave Holdings Bhd. until December 1997.
He is also a director of Leeden Ltd based in Singapore.

He was re-appointed to the Board on 24 May 2001. During the financial year, he attended all the eight scheduled
meetings of the Board. He does not have any family relationship with any director and/or major shareholder of the
Company, nor any personal interest in any business arrangement involving the Company.

026
MR HUANG HONG PENG
Singaporean, age 50
Non-independent and non-executive director

Mr Huang Hong Peng is currently the Deputy Chief Executive Officer (Food & Beverage) of Fraser and Neave Group
(“F&N Group”). He sits on the boards of F&N Group subsidiaries and associates.

Before his transfer to the F&N Group on 1 October 2008, he was the Regional Director, China/CEO’s Office of
Asia Pacific Breweries Limited (“APB”), a subsidiary of Fraser and Neave, Limited and was responsible for brewery
operations of the APB Group in the People’s Republic of China (“PRC”) now consolidated under Heineken-APB
(China) Pte Ltd. He joined the APB Group in November 1994 and has served in various positions in Myanmar and the
PRC. He also sits on the boards of APB Group subsidiaries and associates.

Before joining the APB Group, Mr Huang was Assistant Director, Airport Management in the Civil Aviation Authority of
Singapore and has a degree in Air Transport from the Ecole National de I’Aviation Civile, Toulouse, France.

He was appointed as a director on 1 March 2009. During the financial year, he attended all the scheduled meetings
of the Board. He does not have any family relationship with any director and/or major shareholder of the Company,
nor any personal interest in any business arrangement involving the Company except that he is a nominee director
of Fraser and Neave, Limited, a major shareholder of the Company.

MR WANG ENG CHIN


Malaysian, age 50
(Alternate Director to Anthony Cheong Fook Seng)
Non-independent and non-executive director

Mr Wang Eng Chin holds a Bachelor of Business Administration (1984) and a Master of Business Administration
(1987) from the University of Mississippi, USA.

Mr Wang is the Group General Manager, Operations – Food & Beverage, F&N Group. Prior to his appointment as
Group General Manager, Operations from 1 October 2008, he was Acting Chief Executive Officer – F&B and General
Manager at various F&N’s F&B subsidiaries. He has been with F&N Group for 20 years and has gained substantial
experience in the fast moving consumer goods (FMCG) business in Singapore, Malaysia and Vietnam. Mr Wang is
also on the boards of Vietnam Dairy Products Joint Stock Company and a number of subsidiaries of the F&N Group.
Prior to joining the F&N Group, he was with Cold Storage (S) Pte Ltd from 1987 to 1991.

He was appointed as an alternate director on 13 February 2007. He does not have any family relationship with
any director and/or major shareholder of the Company, nor any personal interest in any business arrangement
involving the Company except that he is a nominee director of Fraser and Neave, Limited, a major shareholder of
the Company.

Note: None of the above directors have any disclosable offences as required under the Listing Requirements of
Bursa Malaysia Securities Berhad.

027
CORPORATE
INFORMATION
BOARD OF DIRECTORS

NON-EXECUTIVE DIRECTORS Mr Anthony Cheong Fook Seng Y.Bhg. Dato’ Dr Nik Norzrul Thani bin
Member of the Audit Committee Nik Hassan Thani
Y.A.M. Tengku Syarif Bendahara Perlis
Syed Badarudin Jamalullail Ibni Almarhum
Tuanku Syed Putra Jamalullail Mr Lee Kong Yip Mr Huang Hong Peng
Chairman & Independent Director Member of the Remuneration Committee (Appointed on 1 March 2009)
Chairman of the Nominating Committee
Chairman of the Remuneration Committee
Member of the Audit Committee
Mr Leslie Oswin Struys Mr Wang Eng Chin
Senior Independent Director (Alternate to Mr Anthony Cheong Fook Seng)
Member of the Audit Committee
Y.Bhg. Tan Sri Dato’ Dr Lin See Yan Member of the Nominating Committee
Independent Director Member of the Remuneration Committee
Chairman of the Audit Committee EXECUTIVE DIRECTOR
Member of the Nominating Committee Mr Tan Ang Meng
Y.Bhg. Dato’ Dr Mohd Shahar bin Sidek
Mr Koh Poh Tiong
Member of the Nominating Committee
Member of the Remuneration Committee Y.Bhg. Dato’ Anwarrudin bin
Ahamad Osman
Member of the Audit Committee

COMPANY SECRETARIES Mr Loong Wei Hin, Mr Somsak Chayapong,


Mr Joseph Tan Eng Guan, (MIA 8834) B.Econs (Hons.) Harvard B. School (1991) BSc (Chula), PED (IMD Business
Senior Manager, Business Development, Export School, Lausanne)
Ms Gan Mee Ling, LLB (LS01360)
Country Head - Thailand & Indochina
Ms Tiah Oon Su,
B.Econs (Accounting), LLB Monash University Australia
GROUP MANAGEMENT Head, Group Legal
GLASS CONTAINERS
Mr Tan Ang Meng, MICPA Mr Mogan Muniandy,
B.Soc. Sc. (Mgmt), MBA, MCIPS
Chief Executive Officer
General Manager
Mr Joseph Tan Eng Guan, ACCA, MBA BUSINESS UNIT
Chief Financial Officer SENIOR MANAGEMENT PROPERTY:
Mr Jeffrey Bok, B. Sc (Hons.) SOFT DRINKS Mr Cheah Hong Chong,
Group Human Resource Manager Mr James Teo Hong Beng, B.A.Sc., MBA BSc (Hons), M. Phil (Cantab), MBA MIEM, P.E.
Managing Director General Manager
Ms Gan Mee Ling, LLB Hons. (Malaya)
Group Company Secretarial Manager
DAIRY PRODUCTS
Mr Ong Kok Choon, Mr Tony Lee Cheow Fui, B.Com, CA (Aust.)
MA (UK), FCMA (UK), CIA (USA) Chief Operating Officer
Group Internal Audit Manager

REGISTERED ADDRESS AUDITORS


Level 8, F&N Point Ernst & Young, Kuala Lumpur
No. 3 Jalan Metro Pudu 1
Fraser Business Park
Off Jalan Yew, 55100 Kuala Lumpur PRINCIPAL BANKERS
Tel: 03-9235 2288 Fax: 03-9222 7878 OCBC Bank (Malaysia) Berhad
Email: cosec@fn.com.my Deutsche Bank (Malaysia) Berhad
Citibank Berhad

SHARE REGISTRAR
AND TRANSFER OFFICE STOCK EXCHANGE LISTING
Tricor Investor Services Sdn Bhd Bursa Malaysia: Main Market Company
Level 17, The Gardens North Tower Name & Code: F&N and 3689
Mid Valley City, Lingkaran Syed Putra Stock Sector: Consumer Products
59200 Kuala Lumpur
Tel: 03-2264 3883 Fax: 03-2282 1886

028
CORPORATE
STRUCTURE
100% F&NCC Beverages Sdn Bhd
Soft Drinks 100% Borneo Springs Sdn Bhd
100% F&N Coca-Cola (Malaysia) Sdn Bhd

100% F&N Dairies (Malaysia) Sdn Bhd


100% F&N Foods Sdn Bhd
100% Premier Milk (Malaya) Sdn Bhd
Dairy Products 100% F&N Dairies (Thailand) Limited
100% Arolys Singapore Pte Limited
100% Lion Share Management Limited
100% PML Dairies Sdn Bhd

100% Malaya Glass Products Sdn Bhd


70% Malaya-Vietnam Glass Limited
Glass Containers 60% Sichuan Malaya Glass Co Ltd
70% Thai Malaya Glass Company Limited
100% Kuala Lumpur Glass Manufacturers Company Sdn Bhd

100% Wimanis Sdn Bhd


100% Brampton Holdings Sdn Bhd
100% Vacaron Company Sdn Bhd
100% Elsinburg Holdings Sdn Bhd
100% Greenclipper Corporation Sdn Bhd
Property 100% Nuvak Company Sdn Bhd
100% Utas Mutiara Sdn Bhd
100% F&N Properties Sdn Bhd
100% Tropical League Sdn Bhd
70% Lettricia Corporation Sdn Bhd

100% Fraser & Neave (Malaya) Sdn Bhd


Others 100% Four Eights Sdn Bhd
100% F&N Capital Sdn Bhd

029
Hitting The Target

030
To the unwary eye, mangrove swamps are
just a messy entanglement of trees and roots.
But if one looks closely, one can see the
delicate balance of life within its ecosystem.
Take the archer fish as an example. This
secretive mangrove dweller is known for
its habit of preying on land based insects
by literally shooting them down with water
droplets from their specialised mouths. This
uncanny accuracy is a necessary trait to
possess to either survive in life, or succeed
in business.

BUSINESS REVIEW
Group Performance Overview 032
Soft Drinks 036
Dairy Products 042
Glass Containers 052
Property 056

031
GROUP PERFORMANCE
OVERVIEW

032
MANAGEMENT TEAM
Resilience in Turbulent Times
The business of the Group remained resilient, amidst the weak economic
environment, exacerbated by a global recession during the financial
year under review. Leveraging on its strong brand equity and market
presence built on an extensive and unparalleled distribution network,
the Group prevailed and consolidated its position to register modest
growth in group revenue.

Group revenue increased two per cent on the back of a 25 per cent
growth rate recorded the year before, a testament to the heritage,
Tan Ang Meng rock solid strength and resilience of F&N’s business.
(Chief Executive Officer)

GROUP REVENUE

2%
13%
12% 1%

35%
2009: 3,737.1 2008: 3,674.2
Joseph Tan Loong Wei Hin 54%
(Chief Financial Officer) (Senior Manager,
Business Development, Export) 32%

51%

GROUP OPERATING PROFIT

3%
14%
8% 4%
Jeffrey Bok Gan Mee Ling
(Group Human Resource (Group Company
Manager) Secretarial Manager)

2009: 313.9 34% 2008: 256.7


44%

45%
48%

Soft Drinks Glass Containers


Ong Kok Choon Tiah Oon Su
(Group Internal Audit (Head, Group Legal) Dairy Products Property / Others
Manager)

033
GROUP PERFORMANCE OVERVIEW

Group operating profit improved by 22 per cent to RM313.9 The glass division turned in a commendable performance
million after accounting for unusual items of RM22.9 despite the economic slowdown and poor performance
million. A strong second half year sales achievement of the Thai unit as domestic demand shrunk. However
and lower raw material costs contributed to the Group’s the Malaysian, Vietnam and China operations achieved
improved performance. their respective performance targets. In Malaysia, the
consolidation of the glass business with the closure of KL
Dairies division recorded significant profit growth and Glass yielded an operating profit before unusual items
is now a major contributor to Group profits, on par with of RM41 million on the back of RM466 million revenue,
the soft drinks division. The dairies division’s success in contributing a 15 per cent and one per cent increase
maintaining selling prices in the premium market segment, respectively over the preceding year’s profit of RM35
while leveraging on new opportunities from lower input million and revenue of RM461 million.
costs, led to a 59 per cent surge in operating profit over
the last financial year from RM89 million to RM140 million. The property division focused on completion of Phase
II of Fraser Business Park while offering cutting edge ICT
Just in its third year of operations, F&N Dairies Thailand technology in its development projects.
contributed significantly in terms of revenue and profit.
The announcement of the non-renewal of the Coca- The Group secured two tax incentives that will save
Cola bottling agreement upon its expiry in January RM150 million in future tax expense for the new dairies
2010, created much uncertainty over the future of the plant investments in Thailand and Pulau Indah, laying the
soft drinks division. However, the subsequent successful foundation for higher after tax profit in the coming years.
conclusion of a transition agreement and franchise
extension to 30 September 2011 opened up a new window Overall the Group performed commendably, achieving
of opportunity for the division to launch products in other its ninth consecutive year of record profits.
categories previously locked out after January 2010. A
higher sales volume and a better product mix edged up
soft drinks revenue by 10.5 per cent to RM1.31 billion from
Allocation and Management
RM1.19 billion last year. Operating profits grew in tandem of Funds
by 11 per cent to RM137 million from RM123 million. Due to the strong financial position of the Group, the
credit rating of the Commercial Paper/Medium Terms
In preparation for the eventual expiry of the bottling Notes Program (CP/MTN) was reaffirmed at AA1/P1 by
agreement with Coca-Cola, the Group also acquired RAM Ratings following an annual review. During the year,
the 10 per cent stake in the soft drinks subsidiaries owned a CP of RM100 million has been issued to fund working
by The Coca-Cola Company for RM79 million and has capital requirements. Significant funds were deployed
started to consolidate 100 per cent of the profits since during the year for several projects including RM150
September 2009. million for the new dairy plant in Rojana, Thailand, RM79
million for the 10 per cent acquisition in the soft drinks
subsidiaries and RM100 million for financing construction
of Fraser Business Park Phase II.

034
During the year, the Group continued to reward its With improved economic environment, export business
shareholders handsomely with the high dividend is expected to rebound after experiencing demand
payment of RM126 million. cantraction this year. The export business continues
to be an integral activity and will leverage on the
Moving forward, with a strong operating cash flow, halal accreditation of F&N products to expand export
F&N’s gearing is expected to remain at a comfortable opportunities in the fast growing and relatively untapped
position. Islamic markets in the Middle East, Africa and Indonesia.

The Year Ahead The consolidation of the Malaysian glass operations


With the gradual improvement in the global business following the closure of the Petaling Jaya plant resulted
environment, economic performance is expected to in improved operating efficiencies, economy of scale
improve in the new financial year. and streamlined management structure. The overall
demand of the glass container business is projected to
Private consumption is envisaged to record positive pick up, positively impacted by the recovery envisaged
growth on account of firm household disposable income in both domestic and export markets.
with the recovery in the job market translating into
stronger consumer spending for F&N products. However, Meanwhile, the property division will concentrate
prices of raw materials remain volatile, with a potential on completion of Phase II of Fraser Business Park and
of trending upwards and this could erode margins. focus on efforts to sell the remaining units. A cautious
approach will be adopted in new development projects
Preparations are well underway for the eventual cessation in view of the sluggish real estate market.
of the Coca-Cola business in September 2011. Plans are
afoot to introduce 50 new categories and products While the volatility and upward trend of commodity
in teas and juices segment over the next two years, prices will exert pressure on margins, the continued
strengthen distribution in the soft drinks division as well investments in strengthening the distribution network,
as develop new export markets. extracted efficiency from the Rojana plant and
consolidated glass operations in Malaysia will help to
The dairies division is expected to face margin pressures mitigate the impact of higher input cost.
if raw material prices firm up further. However, sales
should improve on better economic conditions, the Coupled with the development of new products and
commencement of full commercial production at the human capital, F&N will continue to strive to sustain
Rojana plant in early 2010 and extension of the Group’s and build on current performance and the Board is
regional footprint into the Indochina region comprising confident that the Group is firmly on track to face the
Myanmar, Cambodia, Laos and Vietnam with a 200 challenges of the year ahead.
million population base. The groundbreaking ceremony
for the new Pulau Indah dairy plant in Malaysia was held
in October 2009. Once completed in 2012, the RM350
million plant will be the largest canned milk plant in
Southeast Asia.

035
SOFT DRINKS
The soft drinks division defied the weak
market sentiments by sustaining its
upward growth trend. For the year
under review, both revenue and
operating profits grew, thanks to the
division’s aggressive sales initiatives.

036
MANAGEMENT TEAM
Overview
Volume surged more than nine per cent, reflecting the division’s
resilience in the face of the economic slowdown, while revenue
climbed 10.5 per cent to RM1.31 billion from RM1.19 billion last year.
Operating profits rose 11 per cent to RM137 million, driven by the
higher sales volume and product mix, better cost management
and gains from lower raw materials cost.

This encouraging performance was achieved on the back of market


leadership, sales and distribution superiority, greater cost savings
James Teo Hong Beng and increased organisational efficiencies.
(Managing Director)

The division continued to harness its strength in promotions to


further drive volume over the festive periods. Notwithstanding
the hefty increase in petrol price in the first quarter of the period
under review, the division succeeded in holding its selling prices.
This consumer-centred approach not only helped to check
speculation but also gained the division tremendous goodwill and
loyalty amongst consumers and distributors. The division derived
cost savings by enhancing efficiencies across key operations and
implementing innovative marketing programmes which helped to
boost consumption.
Phua Khia Goom Abdus Sami
(General Manager, Finance) (General Manager,
Manufacturing)
Business Strategy
Sales, distribution and brand marketing initiatives remained the
key focus in the division’s push to reinforce its leadership and build
brand franchise in the relevant market segments. Its broad and
well-defined strategies were rewarding – enabling the division to
stimulate consumption and increase profitability in a challenging
period. Product visibility and presence was enhanced through
more focused measures, including superior product placements
and expanded distribution.

1,309.9 136.7 628.0


123.0 576.4
Jauhar Munir Simon Sim
(General Manager, (General Manager, Human 1,185.7
Marketing) Capital & Corporate Affairs)

Lim Mong Tuan 08/09 07/08 08/09 07/08 08/09 07/08


(General Manager,
Sales Operations) REVENUE OPERATING PROFIT ASSETS EMPLOYED

037
SOFT DRINKS

There was no let-up in the drive for distributor excellence example of the division’s determination to improve its
as the division continued its investment in technology entire production process and supply chain.
and equipment while implementing a new sales and
distribution structure. It expanded its sales force to While building competitive advantage in technology and
increase penetration of the rural and urban markets, a equipment was important, the division did not neglect the
move vital to improve its speed to market. need to develop human capital. Management training
programmes were executed for various
Pushing the boundaries has levels of staff to build competencies and
become a necessity in an increase the division’s competitiveness
increasingly competitive in the market place. Talent retention
environment. Thus, the was given priority even as the division
division kept up its efforts continued to develop fresh talent from
to improve responsiveness a graduate pool via its management
in its supply chain associate programme. This programme
by investing in cost- provided the division with a steady
saving projects, driving stream of young managers brimming
production efficiency and with fresh, new ideas to scale greater
minimising wastage. On heights. These various programmes
risk ma n a g e m e n t , t h e were instrumental in driving improved
division maintained close performance amongst the tier-two
monitoring of commodity managers.
price movement to keep
itself ahead of the situation. GROWING MARKET SHARE
This enabled the company to seize the opportunity provided Overall, the division’s product market share s h o w e d
by a dip in global prices of certain key raw materials as an p r o m i s i n g growth in tandem with the huge potential
ongoing part of the division’s cost-saving efforts. of the ready-to-drink segment. 100PLUS continued to
stamp its mark, garnering 90 per cent market share to
The management’s unrelenting effort in improving its consolidate its position as Malaysia’s No. 1 isotonic drink.
logistics and inventory system was manifested in the form F&N Fun Flavours registered another solid year within the
of a new 4,850-sq metre warehouse in Kuching. This state- carbonated soft drinks category with a commendable 31
of-the-art warehouse more than triples its storage capacity per cent market share. In the Asian soft drinks category,
to 600,000 cases to enable the division to enhance its SEASONS recorded double-digit growth to strengthen
quality of service and ensure speedy delivery to customers its No. 2 position with 27 per cent market share, while
in the region. It utilises advanced warehousing technology maintaining its No. 2 spot within the Tea category.
such as high selective racking, super flat flooring and Very Meanwhile, Fruit Tree posted 10 per cent market share
Narrow Aisleway (VNA) trucks. The opening of its new while the water business closed the year with a five per
in-house PET blowing line in Kuching was yet another cent share.

n The Chief Minister of Sarawak, YAB Pehin Sri Haji Abdul Taib Mahmud, officiated the opening ceremony of the state-of-the-art warehouse in Kuching, Sarawak

038
n Datuk Lee Chong Wei, was appointed the first ever brand ambassador
for 100PLUS

under a two-year appointment, including conducting


coaching clinics around the country. Lee’s appointment
was most appropriate as he epitomised the 100PLUS
“Outdo Yourself” spirit by beating the odds and pushing
himself to the limit in his quest for success
Brand Activities
Creative brand marketing activities were undertaken to Once again, 100PLUS had a winning start to the year by
strengthen market leadership and grow market share taking home the Gold Award in the category of “FMCG
in the respective categories. Activities organised during Above RM500 Million” in the 2008 Brand Equity Awards.
the year included more eye-catching billboards and
attractive point-of-sale materials to enhance product This was followed by another accolade - 100PLUS was
visibility and presence in the market place. The division named Malaysia’s No. 1 Brand (amongst all categories)
continued to build on 100PLUS’s market leadership, while by Superbrands 2009 based on a survey by Nielsen. This
nurturing its market for SEASONS and Fruit Tree. Intensive certainly ranks amongst the defining moments for 100PLUS,
efforts to regain lost ground for F&N Fun Flavours also a brand that has captured the imagination of Malaysians
paid off. Targeted at youths, the programmes banked on with its innovative campaigns.
the evergreen value of F&N as Malaysia’s favourite and
trusted soft drink brand. The division’s branding strategies To encourage the rakyat’s participation in fitness activities
were underpinned by consumer awareness campaigns and boost consumption of 100PLUS, the Cabaran RM1
and on-ground activation. Juta 100PLUS was launched in April 2009. The challenge
met with tremendous response and 10 lucky consumers
were selected over 10 weeks to stand a chance to win a
100PLUS
total of RM1 million based on the speed with which they
One icon deserves another and it was fitting that
completed an obstacle course. The
badminton world No. 1, Malaysia’s Datuk Lee
campaign, which was supported by
Chong Wei, was appointed the first ever brand
television and radio commercials,
ambassador
media stories and attractive point-
for 100PLUS.
of-sale materials, generated high
Lee will be
awareness and became the talk
involved in
of the town. The winning finalist, a
a series of
UiTM student, walked away
events and
with RM20,000.
activities

039
SOFT DRINKS

Over 80 per cent of those who participated in the


100PLUS Live Active Challenge 2008 said the activities
had inspired them to lead a healthy and active lifestyle.
The strong response provided a clear mandate to 100PLUS
to bring back the challenge for a second time in 2009.
This time around, 100PLUS embarked on one of its most
ambitious projects to date. The LIVE ACTIVE CHALLENGER,
a convoy of a 40-footer, 10-tonne prime mover and a
20-footer, 3.5-tonne truck, were custom-designed to
showcase eight Live Active challenges and provide a
free 10-point Fitness Assessment. The response was again
overwhelming - the CHALLENGER toured 35 locations
across the country drawing in over 95,000 participants
and some 120,000 spectators with public feedback
ranging from “inspiring” to “unique”!

In August 2009, 100PLUS recorded another major milestone


by organising the first Sports Hydration & Nutrition Seminar
in Malaysia. The half-day seminar focused on a variety of
issues dealing with hydration in relation to improving sports
performance featuring home-grown and international
experts as speakers. Some 150 participants from the sporting
fraternity such as national coaches, sports instructors,
nutritionists and trainers from leading universities, sports n Live Active Challenger-for a healthy and active lifestyle
associations, hospitals and ministries attended the seminar.
The leading sports bodies represented at the seminar showcase the brand and drive sales during the non-
included the National Sports Council (NSC), National festive season. Hot on the heels of the win-a-free party
Sports Institute (ISN), Olympic Council of Malaysia (OCM), contest, the division conducted its annual Chinese New
Badminton Association of Malaysia (BAM) and Football Year promotions. This was one of the most important
Association of Malaysia (FAM). festive periods for the division. Consumers bought F&N
‘kam sui’ or F&N Orange as it symbolised prosperity,
F&N Fun Flavours which carried special significance during Chinese New
To keep the momentum going after the Hari Raya period, Year. The division rolled out a 12-can fortune gift pack to
the division organised the F&N Win-A-Free Party Contest, encourage consumers to purchase for their friends and
a consumer promotion which ran for two months from family. A vibrantly decorated mobile truck was deployed
November 2008. The promise of to connect with consumers through simple yet engaging
an unforgettable experience activities like games and sampling.
for the winner and 25 friends
was an excellent way to In June 2009, the division shook up the market with its
highly innovative “jiggy can” promotion. The I
Dance, You Win campaign was launched with
the two-pronged objective of cornering the
youth market and encouraging out-of-home
consumption by incorporating elements of
excitement, fun and surprise. Lucky consumers
who chanced upon the “jiggy can” won either
one of 750 Sony PSPs or one of 750 MP4 players.
The campaign was a huge success with 70 per
cent redemption achieved.
040
For the second year running, Malaysian youths were given drive home the campaign message. Additionally, to boost
the chance to express themselves via the F&N Freestlyz take-home consumption, its 1-litre soya range was offered
Show Ur Moves campaign. Spanning five months, the at a discount throughout March and April 2009.
event this year focused on a nationwide freestyle/street
dance competition targeted at the youth group, one Outlook
of the key consumers of F&N soft drinks. A total of 104 Although the global credit crunch and ensuing economic
groups were selected based on live auditions or video turmoil have led to rising unemployment rates and poor
submissions. The accompanying road show toured 160 consumer sentiment all round, demand for ready-to-drink
locations nationwide and reached an estimated 500,000 beverages remains strong. However, raw material prices
youths. The entire campaign, including the quarter-finals and utility cost remain significant factors to contend with
in Penang, semi-finals in Johor Bahru and grand finale and their volatility will continue to bear on the division’s
in Kuala Lumpur, was supported by advertising, public performance.
relations and the use of new media including Facebook
and local bloggers. The champions won an exclusive trip The division is cautiously optimistic amidst early signs of
to Korea to train and hang out with Asia’s No. 1 B-Boys, recovery in the global economy. The Malaysian economy
Gamblerz Crew. is also panning out with prices of palm oil and crude
oil stabilising and the re-opening of some production
SEASONS facilities in the semi-conductor industry is early indication
SEASONS, the fastest growing brand within the Asian of the recovery of the manufacturing sector.
Soft Drinks category, continued its efforts to remain the
‘healthy’ option in Going forward, the division will continue to ride on the
consumers’ minds. strengths of consumer favourites such as 100PLUS, F&N
Its Everyone Can be and SEASONS, confident that these brands will maintain
Healthy campaign their stellar performance. Investment in new product
offered consumers development to satisfy consumer needs will continue
health benefits in to be a mainstay, especially to tap opportunities not
an easy and simple previously available. This includes introducing product
manner by focusing categories that are new to Malaysia to run alongside new
on awareness, products such as hot filled juices and teas.
engagement and

consumption. The campaign ran for five months from March While the division will push ahead with plans to expand
2009. By employing new thematic television commercials, its regional and export markets, it will continue to grow
some 20 new billboards across the nation and on-ground the local market as there is scope for expansion in view
activities across eight major cities, including Kota Kinabalu of Malaysia’s relatively low per capita consumption.
and Kuching, SEASONS convinced consumers that a The division’s performance ahead of the Malaysian
healthier lifestyle was easily attainable through its products. GDP growth rate is strong testimony of its resilience in
Health tips were printed on the sides of the packaging to contributing towards the Group’s overall growth.
041
DAIRY PRODUCTS
The Dairies Division successfully
weathered the global economic
downturn by implementing a
set of initiatives which produced
encouraging results and set the
momentum going forward.

042
MANAGEMENT TEAM
Overview
Operating profits continued its upward trend, growing 59 per
cent to RM140 million despite the lacklustre market, driven by the
lower costs of raw materials, better selling prices and value-added
initiatives. The Division posted revenue of RM1.90 billion, shedding
five per cent from RM1.99 billion last year, due to weaker consumer
sentiments and a more competitive environment.

The export markets were not spared the effects of the global financial
crisis, notably the melamine scare during first quarter. As anticipated,
Tony Lee the competitive environment intensified with the emergence of
(Chief Operating Officer)
new players. Despite these challenges, the division’s direct export
initiatives recorded positive growth in its top and bottom lines, with
support from both the Petaling Jaya and Thai plants.

MALAYSIA

Overview
Even as the industry was grappling with an economic downturn,
Dairies Malaysia managed to register commendable achievements
on various fronts. It recorded a major milestone by posting its highest
Somsak Chayapong Pratchya Hemsuchi ever operating profit of RM90.5 million, representing a 69 per cent
(Country Head, (Head of Technical &
Thailand & Indochina) Manufacturing, Thailand) growth over the RM53.6 million achieved in the last financial year. This
encouraging performance was mainly attributed to Dairies Malaysia’s
competitive strengths – the ability to hold prices amidst intense
competition, diligent management of trade discounts and lower raw
material prices. Revenue continued to exceed the RM1 billion mark
to record RM1.09 billion, albeit reflecting a dip of five per cent. The
lower revenue was partly caused by consumers switching to cheaper
brands to mitigate the effects of the weaker economic landscape.

1,992.0 140.4 2009: 925.1


1,898.3
Ooi Peng Hock Tan Hock Beng
(General Manager, (Deputy Country Head /
Manufacturing, Malaysia) Chief Financial Officer
Thailand) 36%
43%
38%
43%
88.5
2008: 819.0

53% 47%
39%

62%
64%
57% 57%

61%

08/09 07/08 08/09 07/08


Malaysia Thailand

REVENUE OPERATING PROFIT ASSETS EMPLOYED

043
DAIRY PRODUCTS

The period under review saw Dairies Malaysia embarking


on acti v i t i e s t o e n h a n c e b r a n d v a l u e
and visibility, cultivate
customer loyalty, sustain
profitable businesses and
drive volume through the
introduction of innovative
products and campaigns.
It rema i n s f o c u s e d o n
improving efficiencies and
per for m a n c e t o d e l i v e r
better shareholder returns.

Business Strategy
It is common for companies to cut back on their
advertising and marketing expenditures during a
downturn. Dairies Malaysia has chosen a different path,
firm in the belief that money invested in such activities
would reap handsome dividends, especially when the
market conditions improve. To ensure that its brands
maintain their sparkle even in a recession, it increased
investments in advertising and promotions by 10 per
cent. Brand-building and in-store presence accounted
for 65 per cent of the total marketing expenditure, with
a view to enhance visibility, availability and freshness.
Product innovation and renovation (I&R) remains a key
element in meeting and exceeding consumer needs.

Product Categories and Activities evaporated milk segment recorded gains of five
percentage points to 76.1 per cent market share, thanks
Canned Milk
to innovative product application and a continuous
Dairies Malaysia upheld its leadership of the canned milk
push in its value-for-money segment. This was driven by a
business in Malaysia. Spurred by Dairies Malaysia’s strategy
broad portfolio of strong brands such as F&N, Tea Pot and
to reinforce its position in the premium segment, Dairies
Gold Coin, and licensed brands such as Cap Junjung,
Malaysia led the market with 60.8 per cent market share
Carnation and Ideal.
in the sweetened condensed milk segment. It derived
benefits from the packaging/label rejuvenation for F&N
Positive image perception is paramount to fast-moving
branded canned milk, intensified advertising and ground
consumer goods. Dairies Malaysia unveiled a new-look
visibility including a merchandising blitz, and volume drive
for its F&N Condensed Milk and Evaporated Milk labels
in the value
which was more contemporary and refreshing to
segment. Its
complement the changing lifestyles of
consumers. It includes appetising
visual elements that appeal to a
premium market segment.

Dairies Malaysia continued to excite


consumers by introducing an interesting
beverage from East Malaysia, popularly
044
2009. Encouraged by the positive response, Dairies
n Chef Mat, the 3 Layer Tea expert demonstrating on how to make Malaysia had embarked on an extensive launch across
a good cup of 3 Layer Tea with F&N evaporated filled milk Peninsular Malaysia.

In November 2008, the Carnation Kitchen Secrets


campaign was rolled out to drive product application. In
this instance, Carnation Evaporated Milk was showcased
as the favourite to enhance the taste of an omelette
and give it a rich, fluffy texture. The campaign leveraged
television and print advertisements to educate the public
of its application.

Dairies Malaysia’s consumer-focused approach in


engaging and touching people launched a campaign
in Ideal brand in search of a new celebrity chef. This
n Winner of the Ideal Celebrity Chef
eight-episode television show featuring three Malaysian
known as the 3 Layer Tea. Prepared with F&N Evaporated celebrity chef as judges, evaluated the contestants on
filled milk, the beverage is aimed at generating new their passion for cooking and presentation skills to lend
demand in local food outlets and increasing the credibility to the brand’s recipe.
operators’ profitability. Relevant
supports such as ingredients and point Chilled Juice
of sales materials were extended to The Sunkist Regular range was extended in January 2009
the operators. The perfect blend of with the introduction of the 1L Orange & Pineapple variant
aroma, texture and taste made it an to replace the 1L Lime variant which was phased out. The
instant hit upon its launch at selected following month, Dairies Malaysia added Blackcurrant
outlets in the Klang Valley in February & Cranberry 100% Juice, No Sugar Added to its Sunkist

n Sunkist mascots and ambassadors at the launch of Sunkist total


packaging revamp
045
DAIRY PRODUCTS

new liveries, point-of-sale material and public relations.


In line with the repackaging, Dairies Malaysia rolled
out the new Sunkist 2L Bottle and introduced two new
variants: Orange & Lemon and Orange & Pineapple.

Sunkist continued to strengthen its consumer franchise


through national consumer promotion campaigns to
boost sales volume during high consumption periods such
as festive occasions. The campaigns were supported by
advertising and promotional activities to build brand
affinity, enhance its connection with the consumer and
further reinforce Sunkist number 2 position in the chilled
juice segment.

Fruit Tree Fresh leveraged its 100% Juice, No Sugar Added


range as an image builder for the brand. The launch of
Fruit Tree Fresh 100% Juice, No Sugar Added Mangosteen
& Pomegranate in February 2009 was supported by a
Grower’s Selection sub-range to tap into the growing “Superfruit” campaign espousing the health benefits
health and wellness trend. of fruits such as mangosteen and cranberry. This was
communicated via a multitude of marketing tools
In March, Sunkist underwent a total packaging revamp including infomercials, print advertisements, outdoor
to uplift its brand image and strengthen brand equity. materials (KTM train wraps and billboards) and aggressive
This move was successful in enhancing Sunkist’s strong on-ground activities.
reputation and heritage for quality and reliability while
creating a distinct differentiation within the Sunkist sub- Chilled Milk
range. The repackaging also introduced a new Sunkist Dairies Malaysia initiated a
logo, which more closely reflected its association with brand rationalisation earlier
its natural source of California-fresh fruits. The launch, in in the year, which saw the
March 2009, was supported by an integrated advertising exit of Daisy from the chilled
and promotional programme, including print and milk market. This was in line
television advertisements, sampling and road shows, with the strategy to focus
and consolidate on growing
its two brands, Magnolia
and Farmhouse.

The benefits of milk,


especially for children, were
once again brought to the
fore through the Magnolia
WonderKids Search, which
was concluded in a grand
finale. The campaign which
attracted children from across
Malaysia, was promoted
using light boards, print and
freezer advertisements, POS
material and road shows.
n Magnolia Wonder Kids Search

046
During the year, Magnolia
also brought a little
Disney magic into the
lives of Malaysians by
sponsoring the Disney
on Ice - Princess Wishes
show.

The sponsorship,
covering all Magnolia
products inclusive
of pasteurized milk,
sterilised milk and ice
cream was marketed
on a major scale with a
supporting redemption
programme and a consumer contest which offered
one lucky family a visit to Hong Kong Disneyland.

Ice Cream
Magnolia Ice Cream was rejuvenated with a packaging
revamp to boost its Magnolia Cravio image and increase
brand visibility. It set its footprint in the cone segment, by
n In the Malaysian Book of Records for having the “Biggest Ice-Cream Cone”
launching the Magnolia Mag-A-Cone Neapolitan variant
in March 2009. Brand offerings were improved with the Malaysia Book of Records for having the “Biggest Ice-
introduction of Magnolia Multipack Yoghurt Petite and Cream Cone” in Malaysia.
Magnolia Cravio Crunchie Bliss, followed by the launch
of the Magnolia Delight tub r a n g e , w h ich ur ged Exports
consumers to “Discover Delight In Every Bite”. The export markets were not spared the effects of the
global financial crisis, which impacted exchange rates,
In September 2009, the Magnolia Ice Cream Mobile
availability of foreign exchange and liquidity. These
truck rolled out to enhance visibility and generate sales
issues were exacerbated by a period of declining prices,
in an exciting manner. The truck was stationed at
brought about by the declining cost of raw materials
shopping complexes, office blocks and cinemas with
and competitive pressures, leading to deferment and
an inflatable ice-cream cone erected atop the truck. cancellation of orders. The combined consequence
This earned Dairies Malaysia special recognition from the was negative, notably in the African markets.

Capacity limitation at the Petaling Jaya Plant was further


compounded by the relocation of the Navanakon Plant
to Rojana, outside Bangkok. This imposed constraints on
supplies and expansion to new markets during the year.
As anticipated, competition intensified with new entrants
into the market.

Exports conducted through the Group’s associate in


Singapore continued to be significant, although shipments
recorded a dip during the year. Nonetheless this business
remained important and would continue to be supported
and sustained.
047
DAIRY PRODUCTS

Outlook Revenue for Dairies Thailand dipped five per cent to


Although the global market is showing signs of recovery, close at RM813 million, with domestic and Indochina
Dairies Malaysia will approach the year ahead with sales accounting for 82 per cent of the total. Exports to
cautious optimism. Prices of raw materials such as milk Malaysian operations and third parties made up the rest.
powder and sugar are on an uptrend although probably Overall, domestic (Thailand and Indochina) turnover fell
less volatile. marginally by two per cent while exports contracted 20
per cent, mirroring the country’s export trends.
Dairies Malaysia will focus on driving revenue growth and
further reinforcing its market leadership, especially in the Operating profit surged 43 per cent to RM50 million,
canned milk segment. Dairies Malaysia will press on with reflecting the company’s resilience amidst challenging
innovative strategies across its operations, including the market conditions. This was due to a combination of
deployment of product I&R to roll out new and refreshed positive factors driven by lower input cost of raw materials,
products reflective of consumer lifestyles. Communication better selling price, tighter management of trade discounts
activities will be revamped to focus on the Y-generation and cost-saving initiatives. The company also invested
who communicates largely through digital networks. significantly in its brands and trade presence to strengthen
and extend its market position, while continuing to deliver
Work on the new dairy plant in Pulau Indah has its top lines.
commenced and is expected to be completed in early
2012. Dairies Malaysia will focus on operational readiness This year marked a historical milestone for Dairies Thailand
to ensure a seamless transition to the newly built state-of- with the opening of its RM250 million “best-in-class” dairy
the-art plant. plant at Rojana, outside Bangkok, on September 9, 2009.
The greenfield liquid milk plant is on schedule towards
THAILAND implementing full operations by early January 2010. The
facility is poised to play a major role as an efficient and
low-cost producer to help realise the Group’s long-term
Overview
investment objectives and commitment in Thailand and
Dairies Thailand experienced challenging conditions
the Indochina region.
fuelled by the global financial crisis and continuing
political tensions which led to a sluggish economy and
higher inflation in Thailand. The company initiated a Business Strategy
number of measures that succeeded in mitigating the Dairies Thailand continued to move forward by fulfilling
effects of these conditions, resulting in costs savings and a steady and stable demand for its core products and
higher profitability. expanding its reach in the Indochina region. Distribution in
Myanmar commenced in February 2009 and
demand for its Sweetened Beverage Creamer
and 3-in-1 coffee products has shown promise.
This was supported by consumer activities and
promotions to drive brand awareness and
consumption.

The evaporated and condensed milk segment


registered growth to account for 48 per cent of
total revenue, excluding exports, mainly due to
the company’s ability to hold its selling price. Its
sterilised and UHT products also saw recovery
in the second quarter through strong and
innovative marketing campaigns. This segment
had earlier been impacted by the melamine
n RM250 million “best in class” dairy plant at Rojana opened on 9 Sept 2009 scare originating from China in the first quarter.
048
Dairies Thailand’s strategic cost-saving initiatives during
the period under review also paid off with about RM4
million realised in savings through better productivity and
efficiency of the supply chain and other operations.

The Group is confident of further success as Dairies


Thailand is well placed to capitalize on the additional
production capacity provided by the new Rojana plant
outside Bangkok and its regional distribution network to
tap the opportunities in a recovering economy.

Brand Activities to sustain the strong brand visibility derived from the
Dairies Thailand’s focus on strategic brand activities initial campaign in May 2008. Consumer participation
helped maintain its strong market leadership in key was healthy and contributed towards Bear Brand Gold
segments such as sterilised milk, sweetened condensed retaining its market share at an encouraging 28 per cent
milk and evaporated milk while achieving volume growth amidst a highly-competitive environment.
for existing and new products.
The company introduced F&N Gold Bird’s Nest in July
Sterilised Milk 2009, a bird’s nest drink with low fat milk and ingredients
Dairies Thailand ran two major campaigns supported by like malt extract. This new, innovative product was the first
below-the-line activities which helped Bear Brand Sterilised to be categorised under the Blue Ocean Concept which
Milk reinforce its leadership with 98 per cent market share focused on three new features. For F&N Gold Bird’s Nest,
in its category. For two month starting in December 2008, the new product concepts were - bird’s nest mixed with
consumers were once again exposed milk in a ready-to-drink form; the new health segment
to the Stars and Infinite Love - combined market appeal for consumers of bird’s nest
campaign which was first launched beverage, other health beverages and the adult milk
in March 2008. This campaign market; and its new innovative packaging - it was the first
co m m u n i c a t e d t h e b r a n d ’ s product in Thailand offered
association with “love, warmth in a specially-designed
and care”. The campaign was milk churn glass bottle.
reinforced with
“gift-wrapped” The product
packaging of roll out was
the products supported by
during the New an intensive
Year and Valentine’s campaign to
Day celebrations, create awareness
reminding consumers that Bear and induce consumer trial. The launch
Brand Sterilised Milk is a valuable gift for all occasions. featured a giant mock-up of the product followed by an
advertising blitz through various public mediums such as
The highly-successful 7 Day 7 Benefits campaign for Bear television tie-ins, BTS (Bangkok Transit System) body wrap
Brand Gold was followed by the launch of a consumer and vertical pole boards at BTS stations and in-store
contest entitled Drink & Stand a Chance to Win a Trip point-of-sale materials. Sampling activities incorporated
to Japan with Ann Thongprasom, a popular television product testimonials, trial offers in magazines and
personality. Leveraging on a combination of marketing sampling booths at modern trade channels including
activities such as television commercials, print ads, in-store supermarkets chains and convenience stores. A mobile
point-of-sale materials and product cluster packaging mini-van was also utilised to generate awareness and
proved key to the campaign’s success and managed excitement throughout the city of Bangkok.

049
DAIRY PRODUCTS

Sweetened Condensed Milk & Evaporated Milk


Carnation Sweetened Beverage Creamer (SBC) and
Carnation Evaporated Milk (Evap) experienced strong
internal sales growth of 30 per cent and 19 per cent
respectively. Carnation SBC closed the year with a value
market share of 34 per cent while Carnation Evap grew
three percentage points to register 58 per cent value
market share.

Continuous promotions and strong brand visibility


contributed to growth within this category. This included
the provision of brand decorations to its 11,000 street
hawkers nationwide as well as loyalty and reward
programmes for food service distributors and customers
i.e. Cash & Carry, while working with popular television
programmes and magazines for brand communication.
of Tea Pot Evaporated Milk in January 2009, Dairies
Tea Pot SBC managed to build its value market share Thailand has a complete range of both sweetened
to five per cent in just 15 months after its launch largely and unsweetened offerings, strengthening the Group’s
due to its value for money proposition. With the launch goal of becoming the leading player in this product
category. Eight months after its launch, Tea Pot Evap
gained an admirable one per cent market share.

UHT
In May 2009, Dairies Thailand launched Phase II of the Taste
Challenge Campaign in support of Milo UHT’s refreshing
new USP of Super Delicious with 12 Nutrition Benefits. The
two key communication messages focused on its great
taste and health benefits. The campaign utilised an entire
spectrum of marketing activities, including the first Milo UHT
television commercial released after the Group acquired
the business in February 2007. The campaign revived the
brand’s market share from 28 per cent to 30 per cent
following a consecutive three-month decline previously.
It also provided a much-needed boost to domestic sales
with the traditional trade segment registering the highest
volume during the October 2008 to June 2009 sales
period.

Bear Brand UHT expanded its “Brain and Bone”


communication focus to include a new complementary
campaign - Brain & Bone Bear Brand UHT Kids Challenge
to grow its consumer base while continuing to engage
loyal consumers. The competition, involving a public
voting system, further promoted the benefits of drinking
milk especially amongst mothers with young children.

050
3-in-1 Coffee Mix targeted the pre-teen and teenage markets, inclusive
Encouraged by the double-digit market growth within this of those in high schools and universities. With its attractive
segment over the past few years, Dairies Thailand launched and trendy packaging, the product continued to garner
F&N CREATIONS, which signaled the Group’s foray into the interest at various sampling activities conducted at
3-in-1 coffee mix segment. Available in original flavor, it was graduation ceremonies, tuition and exhibition centres,
available in three options: two, five or 25 sticks in a pouch. It a taekwondo tournament and via modern trade channels,
was supported by a 360-degree marketing campaign built resulting in an excellent sales turnover. Within four months of
its launch, the product garnered 17.6 per cent in
value market share and 18.4 per cent in volume
market share. To capitalise on this wave,
other activities in the pipeline in the coming
months include television tie-ins with teen
programmes, sports tournaments, sampling
at schools and BTS in-train and cinema ads.
With all these activities, Dairies Thailand
aims to reclaim the 29 per cent market
share which Milo held in the past.

Outlook
Signs of recovery in the global economy as well as the
around the product tagline “Charm of perfect blend” government’s stimulus programme
including 15-second teasers and 30-second thematic bode well for the Thai economy.
television commercials, extensive sampling in office H o w e v e r, u n r e s o l v e d p o l i t i c a l
buildings, universities, trade channels and expressways, tensions threaten an already
consumer promotions such as premium giveaways and gloomy situation. Nonetheless, the
high in-store visibility at both the modern government is forecasting a GDP
and traditional trade channels. F&N growth of about 3.5 per cent in
CREATIONS made a modest start with 2010. Exports are also expected
a 0.4 per cent value share nationwide to pick up but growth will be
while at convenience stores, it has a slow.
1.1 per cent value share.
In the coming year, Dairies
Buoyed by the encouraging Thailand will focus on growing its
response, Dairies Thailand launched current portfolio and introducing
three new variants – Espresso new products to consumers,
(Strong coffee), Lite Sweet (Low expanding its business in
sugar coffee) and Gold (Premium Myanmar and penetrating the
selection of 100% Brazilian coffee) Vietnam market. It will continue to
in August 2009 to appeal to a wider pursue cost savings’ initiatives in
audience. The division is confident manufacturing, supply chains and
of growing value share of the F&N other functions to help improve
CREATIONS product line to three per and enhance overall profitability.
cent by the end 2010.

Pasteurised TFD Milk


F&N Magnolia Choc Malt, launched
in May 2009, provided a “gorgeous
taste for chocolate lovers” and

051
GLASS CONTAINERS
The glass division recorded commendable
performance with the Malaysian, Vietnam
and China operations achieving their
respective performance targets despite the
economic slowdown, thanks to concerted
efforts to maintain cost competitiveness via
cost reduction activities.

052
MANAGEMENT TEAM
OVERVIEW
Operating profit of the glass division improved by 15% to RM41 million
(before unusual items of RM13.5 million arising from the closure of the
Petaling Jaya plant) on the back of revenue of RM466 million.

The division’s growth was contributed by the implementation of better


pricing and product mix. Other contributing factors were the
implementation of cost reduction initiatives such as developing lower
cost alternative sourcing and controls on working capital and capital
expenditure. Operational efficiency and innovation which included
Mogan Muniandy the sharing of best practice among glassworks and technology
(General Manager)
partners, technical advancements and enhanced quality standards
were complementary contributing factors.

RATIONALIZATION OF OPERATIONS IN MALAYSIA


The rationalization of operations at Malaya Glass Products Sdn Bhd
(MGP) and Kuala Lumpur Glass Manufacturers Company Sdn Bhd
is expected to optimize operational synergy and benefits. MGP
successfully rebuilt its 3rd furnace (M3) and commenced commercial
run of three production lines in August. This increased the overall pulling
capacity from 290 to 440 tonne per day resulting in larger economies
Chin Chee Wah George Yeow of scale in operation. With the running of three furnaces, the division
(Asst. General Manager, (Financial Controller) was able to fulfill demand for three colours (amber, flint and green) from
Technical & Operations)
customers. The reduction in energy costs for natural gas and electricity
tariff rates further eased cost pressures of the Malaysian operation.

Malaysia China Vietnam Thailand

465.9 35.4

461.5
11%
17% 2009: 686.0
Alex Ng Jamie Lim
(General Manager, (General Director, 18%
Sichuan Malaya Glass) Malaya Vietnam Glass) 19% 27.1
4%
16%
37% 27% 27%
29% 35%
24% 56% 10% 2008: 668.6
5%

37%
26%
41% 41% 13%
42%
33%

25%
7%
08/09 07/08 08/09* 07/08

Raymond Lee REVENUE OPERATING PROFIT ASSETS EMPLOYED


(General Manager,
Thai Malaya Glass) * After unusual items of RM13.5 million

053
GLASS CONTAINERS
MARKET LEADER IN VIETNAM
Malaya-Vietnam Glass Limited (MVGL) enjoyed the status as a
market leader in the country. The relocation of the Vietnam plant
to Ba Ria-Vung Tau is in progress and its bigger capacity is intended
to meet growing demand generated by the improvement of
the Vietnamese economy. With the planned operation of the
new plant, MVGL would be able to target more niches such as
lightweight returnable bottles, shorter production run orders with
higher margins and decorative containers, among others.

STRENGTHENING POSITION IN CHINA


Sichuan Malaya Glass (SMG) continued to strengthen its position
by building close relationships with internationally recognized
customers as well as switching from the lower margin liquor
segment to the higher margin markets like beer and exports.
With the operations of a second furnace and rationalization
of manufacturing facilities, SMG is well positioned to take
advantage of its expanded capacity to fulfill the additional
export orders obtained. This is expected to significantly improve
future prospects and profitability.

DEMAND CONTrACTION IN THAILAND


Thai Malaya Glass (TMG) faced some temporary setbacks and
fell behind its performance target. However the company was
able to gradually exploit its market potential by entering into new
market segments such as the flint bottle market.

n Glass containers being formed below the furnace

n Glass bottles at various stages of production at


Thai Malaya Glass

n Glass jars in the annealing process

054
OUTLOOK
The overall glass container business outlook for the current year
is moderate, with a forecast pick up in demand, arising from the
anticipated economic recovery in both domestic and export
markets. It should also benefits from better operating efficiencies,
economy of scale and streamlined management structure arising
from consolidation of the Malaysia glass operations.

In Malaysia, MGP shall continue to focus on its niche markets in the


beer, food and beverage segments as well as increase its exports to
countries like Australia, New Zealand and the Philippines.

In Vietnam, MVG shall record positive growth especially in the beer


and soft drink segments and will continue to focus on these markets
when the economy improves.

As the export market continues to grow in China, SMG shall target


more multi-national customers apart from Anheuser Busch and Asia
Pacific Breweries (Shanghai).

In Thailand, the temporary setbacks attributed to reduced orders


from local beer customers and the lower of export orders has not
deterred TMG from maintaining its cost competitiveness in order to
penetrate new export markets in Australasia and the non-returnable
bottle segment.

n Glass bottles on the packing line

n Glass bottles going through the inspection process

055
PROPERTY
During the financial year, F&N’s property
division focused on completing the
construction of Phase II of Fraser Business
Park and on value-added initiatives for its
existing land banks with a view to position
them ahead of other developers when the
property market takes an upturn.

056
MANAGEMENT TEAM
CHALLENGING TIMES
The weak property market coupled with the credit squeeze as well
as increase in materials and labour costs continued to pose stringent
challenges to the Company. Nevertheless, work on Fraser Business
Park Phase II progressed steadily and is scheduled for completion in
December 2009. Positioned as the region’s first purpose-built ICT-hub,
this RM350 million integrated commercial development featured
ICT retail business lots, a budget e-hotel and service apartments.
A lease agreement signed with HELP University College will see the
establishment of HELP’s city campus housing a student population of
Cheah Hong Chong 5,000 which will support the businesses of the ICT and other retailers at
(General Manager, Property)
Fraser Business Park.

To realise the vision of turning Fraser Business Park Phase II into the
region’s leading IT hub, a memorandum of understanding was signed
between Brampton Holdings Sdn Bhd, a wholly owned subsidiary
of Fraser & Neave Holdings Bhd, and Telekom Malaysia Berhad on
August 19, 2009 for the provision of communication infrastructure
and facilities. This would enable tenants and residents of the
business park to have access to state-of-the-art ICT facilities. Among
the facilities available will be telephony, data and broadband
connection with the latest fibre-to-the-office (FTTO) broadband
Bay Hee Choon Thian Yin Yin connectivity infrastructure.
(Project Manager) (Finance Manager)

62.9 7.9 244.7

5.2 162.2
35.0

08/09 07/08 08/09 07/08 08/09 07/08

REVENUE OPERATING PROFIT ASSETS EMPLOYED

057
PROPERTY

BRANDING ACTIVITIES
F&N Properties Sdn Bhd remains committed to offer cutting edge
ICT technology in its development projects and products. The
collaboration with Telekom Malaysia is one such endeavour offering
wide range of applications that will add value to businesses at Fraser
Business Park.

OUTLOOK
The Property Division will continue to adopt a niche approach in
new property development projects. Initiatives will be focused on
developing blueprints to unlock the value and potential of the
Group’s land bank. Efforts include realigning resources to further
unlock the value of existing land bank at Petaling Jaya and Kota
Kinabalu while continuing the planning of a joint-venture commercial
project in Johor Bahru.

n Fraser Business Park, Phase II - Service Apartments

n Fraser Business Park, Phase II - Mega Tutorial Centre

058
n Fraser Business Park, Phase II - Mega Tutorial Centre

059
Beautifying Our World

060
The mangrove butterfly is one of nature’s
most beautiful gifts to mankind. Deriving its
name from the mangrove tree, this winged
wonder plays an important role in the natural
pollination and sustenance of the mangrove
plants. As part of our overall commitment to
good corporate governance, we believe
it is our duty to act in a socially responsible
manner through a range of CSR initiatives
that aim to benefit our employees and the
communities we serve, as well as help to
preserve the beauty of this world we live in.

CORPORATE RESPONSIBILITY
Human Resources 062
Corporate Responsibility Initiatives 064

061
HUMAN RESOURCES

n Lee will be involved in a series of events and activities under a two-year.

n One for the album... happy recipients of Chairman’s Award 2009.

The Group Human Resource (GHR) went through per form exceptionally well in public examinations
interesting times this year in its efforts to further invigorate and for gaining entry to tertiary institutions, be it local
and develop human capital across the F&N Group of or abroad. The annual award scheme is aimed at
Companies. This included the continued building of further enhancing employer-employee relationships as
people, systems and structures to provide support in well as reinforcing a caring and harmonious working
and in anticipation of business growth and expansion. environment.

TALENT MANAGEMENT The Chairman’s Award 2009 ceremony marked the


During the financial year under review, GHR participated seventh year since the inception of the RM1.2 million
in various Career Fairs, one of which was organized by award in 2003 to celebrate the Group’s 120th
the Ministry of Higher Education. The participation was Anniversary. In conjunction with F&N’s 125th anniversary
aimed at attracting new talents as well as to build up in 2008, the initial allocation was topped up with an
F&N’s employer brand. additional RM1.25 million. Since 2003, a total of 898
children had received a total of RM1,067,200. This year,
In line with the Group’s emphasis on building a talent the Group accorded due recognition to 179 children
pool, GHR continued to develop a second batch of future of employees from the Group’s soft drinks, dairies,
leaders via F&N’s Management Associates Program glass and holdings entities who received a total of
(MAP). The Management Associates would undergo a RM276,000. To-date, a sum of over RM1.34 millions had
16-month, cross-functional development via intensive on- been disbursed under this scheme.
the-job trainings and personal development programmes.
The MAP will also expose the young workers to the Group’s LEARNING & DEVELOPMENT
business landscape, including opportunity to undergo a During the year under review, GHR also initiated a
leadership challenge to hone their leadership skills and total of 27 programmes that focused on three main
acquire commercial acumen. objectives: building HR capabilities, creating workforce
alignment and establishing a managerial talent pool.
F&N CHAIRMAN’S AWARD
The Group recognises the importance of nurturing GHR initiated a series of three programmes over a five-
the younger generation with the caliber to ensure the month period to strengthen HR practitioners’ ability to
continued progress and prosperity of the nation. Under drive current and future people transformation and
the F&N Chairman’s Award for Educational Excellence, capability development initiatives designed to produce
the Group rewards all children of its employees who an aligned, motivated and competent workforce.
062
n Line of sight workshop... sharing of thoughts n James Teo, MD of F&NCC, addressing the participants

The first programme, Competency Based Train-The-Trainer, solving, partnership building and to be result-driven to
was implemented to strengthen HR practitioners’ ability prepare them for the position of Assistant Managers
to facilitate in-house Effective KRA Setting & Performance upon completion of the programme. Four soft-skills
Appraisal workshops. The second programme was training programmes were implemented to achieve
intended to improve workforce performance through the this. It was hoped that these programmes, coupled
systematic cascading of annual Key Result Areas (KRAs). with a structured on-the-job training and project
The third, Job Profiling for HR practitioners, was aimed at assignments will accelerate the development of these
streamlining employees roles and responsibilities and thus Management Associates into future leaders, thereby
reduce the overlapping of roles and work duplication to creating the managerial talent pool required to support
ensure long-term organizational effectiveness. F&N’s future growth.

In line with its three main objectives, GHR implemented


four Line of Sight workshops to streamline the efforts of
the Group’s business units in articulating and crystallising
their organisational goals and objectives, determining
their success factors and performance indicators and
establishing, affirming and assigning accountability
for next year’s KPI/KRAs. The established KRAs were
subsequently cascaded to all employees internally
through Effective KRA Setting and Performance Appraisal
workshops. This alignment of employees’ performance
contracts to the common organisational objectives was
expected to set employees’ goals engagement in line
with the overall organisational strategies, and thereby
establish a foundation for sustainable high performance.
n F&N participated in the job fair at PWTC in May 2009,
Besides working on building HR capabilities and creating organised by the Ministry of Human Resource

workforce alignment, GHR also focused on equipping


its first batch of Management Associates with skills such
as self-management, analytical thinking and problem

063
CORPORATE
RESPONSIBILITY INITIATIVES

“ Responsible businesses go beyond what is required


by law to make a positive impact on society and the
environment through their management, operations
and products and proactive engagement with


stakeholders including employees, customers,
investors, communities and suppliers

In keeping with its commitment to improve the quality of CARING FOR THE COMMUNITY
life for employees and their families, in addition to that of The F&N Out-Do-Yourself Award (OYA), launched in 2008
the local community and society at large, the F&N Group to honour Malaysia’s unsung heroes in the spheres of
undertook various initiatives to set the platform for civic, nation building, sports, academic and civic consciousness,
economic and educational growth. Notable among these recognised another three recipients during the year.
undertakings were philanthropic initiatives, sponsorships, To-date, seven outstanding Malaysians have been
donations in kind and volunteerism focused on promoting honoured for their acts of bravery, chivalry, compassion
the social and physical well-being of society. and kindness. The F&N OYA extends recognition to a
maximum of 12 recipients annually.

Powerlifter Mdm Siow Lee Chan who won a bronze medal at Pn Hjh Norlina bt Hj Alawi, who had taken 44 children with
the 2008 Paralympic Games in Beijing HIV/Aids into her home and heart

Mr. Prakash Suriyamurthy, visually impaired since two Teacher Mdm Seng Woam Guei who protected her student
months old, subsequently obtained his Masters in Translation from an armed attacker

n Winners of OYA 1- prize giving ceremony in 2008 with the Chairman, YAM Tengku Syed Badarudin Jamalullail, Patron of F&N OYA,
Dato’ Shahrir bin Abdul Samad and CEO, Mr Tan Ang Meng

064
Judged by a panel of senior editors with former Chief
Justice Tun Mohamed Dzaiddin Hj Abdullah as the chief
adjudicator, the award winners were honoured at a
presentation ceremony where they receive RM3,000
cash, a certificate, plaque and F&N products from
Dato’ Shahrir bin Abdul Samad, Patron of the F&N
OYA. The first four recipients were powerlifter Mdm
Siow Lee Chan who won a bronze medal at the 2008
Paralympic Games in Beijing; teacher Mdm Seng
Woam Guei who protected her student from an
armed attacker; mother of seven, Pn Hjh Norlina bt Hj
The recipients honoured in the second award ceremony
Alawi, who had taken 44 children with HIV/Aids into
her home and heart; and Mr. Prakash Suriyamurthy
who had been visually impaired since two months old,
who continued with his pursuit of Masters in Translation
and had written and translated articles and books
in Malay, English and Tamil. The recipients honoured
in the second award ceremony held on 7 May 2009
were Mdm Wendy Yap Lee Cheng who founded
Persatuan Rumah Caring Kajang to provide shelter
to single parents, orphans, old folks, drug addicts and
the mentally-challenged; Mdm Chin Chu Lin who
Mdm Chin Chu Lin who collected recyclable items from her collected recyclable items from her neighbourhood to
neighbourhood to create awareness of environment conservation create awareness of environment conservation; and
En Hassan Kodiron who charged into his neighbour’s
burning house to save three children from danger.

Following the establishment of “Sudut Iqra” or reading


corner in Arabic by F&N Coca Cola (F&NCC) at
orphanages in Perlis and Kedah, Yayasan Anak-Anak
Yatim Pinggir TTDI (Rumah Ilham) became the third
recipient of this initiative in 2008, aimed at promoting
reading and enhancing proficiency in the English
language among children.
En Hassan Kodiron who charged into his neighbour’s burning
house to save three children from danger Children of the homes in Perlis and Kedah also benefitted
from confidence building cum motivation workshops to
imbue in them the benefits of reading. The program had
begun bearing fruit with the children showing improved
essential living skills through teamwork exercises in the
preparation of case studies and presentations using the
treasury of reading materials readily available in their
libraries. Both homes received an additional contribution
of books worth over RM2,000 respectively in 2008.

Mdm Wendy Yap Lee Cheng who founded Persatuan


Rumah Caring Kajang

n Winners of OYA 2- prize giving ceremony in May 2009


065
CORPORATE RESPONSIBILITY INITIATIVES

n Chairman opening the latest Sudut Iqra’ F&N at Yayasan Anak - anak n Team building for the children @ Jungle Lodge
Yatim Pinggir TTDI

Another ongoing project sustained by F&NCC for the


10th consecutive year was the Team Building programme
to encourage interpersonal and intrapersonal skills as
well as developing a sense of leadership and team spirit
among underprivileged children. Some 63 children from
Agathian Shelter and Yayasan Anak-Anak Yatim Pinggir
TTDI (Rumah Ilham) experienced a jungle adventure trail
at Jungle Lodge Alang Sedayu in Gombak. The series of
team-building exercises were designed to help boost the
children’s self-confidence while developing a sense of
camaraderie and fostering racial interaction.

F&N’s community outreach continued to place emphasis n Chairman hand out baju & duit raya to the children
on building sustainable corporate responsibility initiatives.
In conjunction with Ramadan, 123 orphans from Rumah
Kebajikan Anak Yatim Al-Khairiyah and Pertubuhan
Kebajikan Anak Yatim/Anak Miskin Klang (PEYAKIN) were
treated to a berbuka puasa feast at Sheraton Subang
and received new ensembles of baju Melayu and baju
kurung complete with songkok and tudung, as well as
duit raya. This event has been held annually since 2004.

The promotion of filial piety saw F&NCC bringing cheer to


residents of the Simee Home For the Aged in Ipoh with a
sumptuous Chinese New Year feast. A lion dance troupe,
the tossing of yee sang, mandarin oranges, ang pows,
F&NCC products and cash donations spread the festive
cheer among the residents.
n Dato’ Kamal, National Corporate Affairs Manager of F&NCC
presenting duit raya to children from ETC Genius Resaman, Sg. Buloh

066
While in the ‘F&N Dairies Back to School’ program, children
of the Pure Life Society were presented with two new
sets of uniforms and shoes each plus school supplies and
pocket money in preparation for the new school term in
January. This program was aimed at bringing cheer and
excitement among the children to boost their confidence
and equip them with all basic necessities to excel in their
academic endeavours.

n Magnolia Disney On Ice Princess Wishes Grand Roadshow

Jasmine, Ariel, Belle, Mulan and Sleeping Beauty, they


also went home with Princess Wishes goodie bags and
Magnolia products.

In Thailand, F&N Dairies (FNDT) continued its Corporate


Responsibility endeavours through donations and
sponsorship of education and sports, among which was
a donation of Bear Brand UHT and Milo UHT milk products
to underprivileged children from “Bahn Kru Noi”.

FNDT was also one of the sponsors of the Advertising


Aw a r d o r g a n i z e d b y t h e C o n s u m e r s P r o t e c t i o n
Organisation under the Prime Ministers Ministry. This
award was extended to organisations that practise
responsible comunication to consumers .

n Dato’ Kamal, National Corporate Affairs Manager of F&NCC


presenting ang pow while the Home Administrator of the
Simee Home For The Aged looks on

The children of the Pure Life Society were surprised with


a treat to watch the latest Disney On Ice Princess Wishes
show at Putra Stadium Bukit Jalil. Not only did the children
get to meet popular heroines Cinderella, Snow White,
n Somsak Chayapong, FNDT Country Head & Tan Hock Beng, Deputy
Country Head presenting Bear Brand UHT and Milo UHT milk products
to underprivileged children from “Bahn Kru Noi”

067
CORPORATE RESPONSIBILITY INITIATIVES

SPORTS SPONSORSHIP
Football, badminton and golf were among the most
popular sporting events in Malaysia that continued to
receive strong support and patronage from F&NCC.

The 100PLUS Malaysian Junior Open Golf tournament


was among several junior programmes that 100PLUS
supported in the country. This year’s event marked
the ninth consecutive year the brand had actively
supported junior golf in the country. 100PLUS’ efforts
were rewarded by Malaysia’s junior golfers displaying
their prowess, sweeping eight out of the nine titles up
for grabs in the championship. Rising stars, Gavin Kyle
Green and Kelly Tan, who will both turn 16 later in the
n 100 Plus Malaysian Junior Open Golf Championship winners
year, were the undoubted stars of the competition, - Gavin Kyle Green and Kelly Tan
bagging three titles each. The other Malaysian winners
were Abel Tham (boys Under-18), Low Khai Jei (boys
Under-14), and Joanne Lagan (girls Under-18).

100PLUS was also the main sponsor for the 100PLUS Super
Cup Champions Schools Programme (a nationwide
football competition for Under-18 age-groups), the
100PLUS National Junior Badminton Circuit and the
Minister of Education Football League (MEFL).

The MEFL was a joint project between the Ministry of Youth


and Sports and the Football Association of Malaysia (FAM)
and aimed to lift the standard of football in Malaysia.
100PLUS was the main sponsor for the MEFL contributing
RM1 million annually from 2008 to 2010.
n Juara Liga Bola Sepak sponsored by 100Plus

100PLUS was also a sponsor of the Maybank Malaysian


Open (Golf) in the year and for Asian Tour events in Malaysia.
To recognise the contributions of Malaysian athletes,
100PLUS co-organised the annual Sportswriters Association
of Malaysia (SAM) Excellence Awards. The 2009 100PLUS
SAM Award was presented to World No. 1 badminton player,
Datuk Lee Chong Wei, who was the reigning Sportsman of
the Year, Olympian of the Year and winner of the Malaysian
Open title and the Super Series Masters Final.

n Rashid Sidek receiving the mock cheque on behalf of Chong Wei


for the 2009 100Plus SAM Award

068
ENVIRONMENTAL AWARENESS
F&NCC and the Shah Alam City Council (MBSA)
embarked on a three-month recycling campaign, for
the third consecutive year, to inculcate and rejuvenate
the spirit of recycling in school children. The Kempen
Kitar Semula F&NCC & MBSA 2009 involved a total of 32
primary and secondary schools and yielded over 105,394
kg of recyclable materials.

Other ongoing environmental projects undertaken by


F&NCC included its employee recycling program, a
backwash water recovery system and the operation of
a sophisticated effluent treatment plant which treated
all wastewater from the factory before discharge into
the common public drains.

F&N’s glass division continued its recycling initiatives


by participating in the 3R (Reduce, Reuse, Recycle)
Fund Launch and Seminar organized by the National
Environment Agency, Singapore in April 2009. A glass
n Kempen Kitar Semula F&CC & MBSA 2009 - James Teo, MD of F&NCC,
recycling study tour was also conducted for primary Shah Alam Mayor, Tuan Mazalan Md Nor and singer, Zainal Abidin
school students at the Malaya Glass factory in Johor Baru
on August 17, 2009.
WORKPLACE SAFETY
F&N’s glass division continued its annual safety awareness
programme to raise awareness and educate employees.
This was achieved through engaging safety consultants to
conduct the annual audiometric test on staff to identify
and diagnose hearing problems. The safety manual
guideline on safety requirements such as PPE, safety
handling, etc was also implemented.

FNDT achieved a safety record of zero accident (no loss


time accident) accumulated from February 1, 2007 to
September 21, 2009 with a total 962 days or 2.3 million
working hours. In terms of its environmental compliance
incident, FNDT achieved “zero env ironmental
compliance” status.

n To inculcate and rejuvenate the spirit of recycling in school children.

069
Nurturing Success

070
As a means of nurturing their young,
kingfishers perch on a branch over or
close to the water watching and waiting
for a fish to swim by. They dive in to the
water for the fish, inevitably catch it, and
then return to the branch where they
will stun the fish before feeding it to their
young. When it comes to nurturing our
staff, we use every means possible to
reinforce the positives in their lives, both
professionally and personally. Success
comes easy when you are happy
and motivated.

CORPORATE GOVERNANCE
Statement On Corporate Governance 072
Report On Audit Committee 076
Statement On Internal Controls 079
Statement On Directors’ Responsibility 081

071
STATEMENT ON
CORPORATE GOVERNANCE
Introduction
The Company is fully committed to good corporate governance practices and fair dealings in all its activities. It
subscribes fully to the principles and best practices promoted by the Malaysian Code on Corporate Governance (“the
Code”).

This statement describes the practices that the Company had taken with respect to each of the key principles and the
extent of its compliance with the Code during the financial year.

The Board
The Board of Directors is elected by the shareholders and holds the ultimate decision making authority, except for
matters reserved by law or by its articles of association to its shareholders. Formal processes and structures are in place
to assist the Board in carrying out its responsibilities and its decisions are normally taken as a whole.

The Board oversees the business affairs of the Group. It approves strategic plans, key business initiatives as well as major
investment and funding decisions. It also reviews financial performance, determines compensation and succession
plans for senior management and ensures adequate internal controls. These actions are carried out directly by the
Board and through Board Committees.

Assisting the Board are three board committees: the Audit, Nominating and Remuneration Committees (details of
which are provided below.) On a day-to-day basis, the Board delegates the conduct of operating matters to its Chief
Executive Officer (“CEO”), who is also a member of the Board.

1) Composition and Board Balance


The Company’s Articles of Association currently provides for a board composed of a maximum of 11 directors. The
present Board comprises 11 directors, whose varied skills and vast experience are relevant to the Group’s business
operations.

The mix of directors on the Board is broadly balanced to reflect the interests of major shareholders, management and
minority shareholders. Of the 11 directors, six are nominees of the two largest shareholders and four are independent.
The 11th member is the CEO. With the exception of the CEO, all directors are non-executive directors.

An independent non-executive Chairman heads the Board. Mr. Leslie Struys is the senior independent director who
has been appointed to act as an additional channel of communication for corporate governance matters within
the Company.

2) Board Processes and Committee Activities


During the financial year, the Board held eight meetings, while the relevant Committees had seven meetings.
Record of directors’ attendance (taking into account the date of their respective appointments) is contained
in the table below. Five board meetings were held at the registered office of the Company, while the other three
meetings were held off-site in Kuala Lumpur. .

Pages 22 to 27 of this Annual Report contain a profile of each member of the Board.

072
AUDIT NOMINATING REMUNERATION
DIRECTOR BOARD
COMMITTEE COMMITTEE COMMITTEE

Y.A.M. Tengku Syed Badarudin Jamalullail [ ■ (8/8) ■ (4/4) ■ (1/1) ■ (2/2)

Tan Sri Dato’ Dr Lin See Yan [ ■ (8/8) ■ (4/4) ■ (1/1)

Lee Kong Yip ■ (7/8) ■ (2/2)

Leslie Oswin Struys [ ■ (8/8) ■ (4/4) ■ (1/1) ■ (2/2)

Tan Ang Meng ■ (8/8)

Koh Poh Tiong ■ (8/8) ■ (1/1) ■ (2/2)

Anthony Cheong Fook Seng ■ (8/8) ■ (4/4)

Dato’ Dr Mohd Shahar bin Sidek ■ (8/8)

Dato’ Anwarrudin bin Ahamad Osman [ ■ (8/8) ■ (4/4)

Dato’ Dr Nik Norzrul Thani bin Nik Hassan Thani ■ (6/8)

Huang Hong Peng ■ (6/6)


(Appointed on 1 March 2009)

Wang Eng Chin ■


(Alternate to Anthony Cheong Fook Seng)

Note: ■ denotes membership and ( ) indicates meetings attended out of the total scheduled meetings held since the beginning of the financial
year or appointment date. [ denotes an independent member of the Board.

The Nominating Committee, formed in May 2001, is tasked with reviewing recommendations for Board appointments
and Board Committees. The Nominating Committee comprises four non-executive directors, three of whom are
independent.

All Nominating Committee members attended the sole meeting scheduled during the year. Proposed changes in the
composition of the main Board, committees and subsidiary boards were reviewed at this meeting prior to the submission
of recommendations to the Board. The directors also reviewed and kept abreast of developments in the area of board
performance assessment. A formal evaluation process has been put in place to assess the effectiveness of the Board
as a whole.

The Remuneration Committee, formed in May 2001, comprises four non-executive board members. Responsible for
reviewing succession planning as well as remuneration policies and practices of the Group, this Committee also supervises
the allocation of share options to employees under the Group’s ESOS scheme. Two Remuneration Committee meetings
were held during the year.

A separate report on the activities of the Audit Committee is contained on page 76 to 78 of this Annual Report.

3) Access to information
A formal agenda issued by the Company Secretary in consultation with the Chairman and the CEO precedes all
scheduled meetings during the year. The agenda for each meeting is also accompanied by the minutes of
preceding meetings of the Board and Board Committees, reports on group financial performance, presentations
by subsidiaries on their performance, industry trends, business plans including major capital expenditure and
proposals, quarterly result announcements and other relevant information.

073
STATEMENT ON CORPORATE GOVERNANCE

Additionally, directors are encouraged to approach management to seek clarification or obtain further information
through the CEO in furtherance of their duties, including appropriate external professional consultation. All directors
have direct access to the advice and services of the Company Secretaries in discharging their duties.

4) Appointments and Re-elections


Procedures relating to the appointment and re-election of directors are contained in the Company’s Articles
of Association. New directors are subject to election at the Annual General Meeting (“AGM”), following their first
appointment. In addition, one-third of the directors are required by rotation to submit themselves for re-election by
shareholders at every AGM of the Company.

Remuneration
The Remuneration Committee is entrusted with the role of determining and recommending suitable policies in respect
of salary packages for executive directors and the Group’s senior executives. The current salary packages comprise
a combination of basic salary and a variable performance incentives to attract and retain talent in a competitive
environment. There was no change in the remuneration policies and practices during the year.

The remuneration for non-executive directors’ is based on a standard fixed fee, with the Chairman receiving a double
amount in recognition of his additional responsibilities. An additional fee is also paid to non-executive directors sitting
on Board committees, and where applicable, the boards of subsidiaries that are not wholly owned.

Fees payable to the Company’s directors are subject to yearly approval by shareholders at the Company’s AGM.
The aggregate director’s remuneration paid or payable to the directors of the Company and its subsidiaries for the
financial year ended 30 September 2009 are as disclosed in the financial statements.

Directors’ Training
In compliance with Bursa Malaysia Listing Requirements, all members of the Board have attended the required training
programmes prescribed by Bursa Malaysia Securities Berhad.

From time to time, the directors attend training to keep abreast with current developments as well as the new statutory
and regulatory requirements. In addition to this, the Group, in collaboration with external training providers, also
organizes internal training programmes for the directors.

During the financial year ended 30 September 2009, the directors of the Company attended various training
programmes and seminars which cover the following topics :
■ Directors’ Continuing Education Programme
■ Mandatory Accreditation Programme
■ The Global Economy in the Aftermath of the Financial Crisis
■ Risk Management Programme
■ Upcoming Changes in Capital Market Regulations
■ Overview of the new Securities Commission and Bursa Fund Raising Framework and Board Structure
■ Internal Audit & Risk Management
■ Board Effective Assessment
■ Executive & Board Compensation Design Issues
■ Deloitte Transfer Pricing Workshop
■ Financial Institutional Directors’ Education Programme
■ Stock Market Mid-Year Review & Outlook 2009

074
Shareholder and Investor Relations
The Board recognizes the need for and the importance of effective communication with shareholders and the
investment community. The Annual General Meeting (“AGM”) is especially important for individual shareholders as it
provides the main forum for direct dialogue with the Board. The 47th AGM of the Company was held on 21 January
2009 at Sime Darby Convention Centre. The Notice of Meeting attached to the Annual Report was distributed to the
shareholders. The AGM in 2009 was attended by shareholders comprising registered individuals, proxies and corporate
representatives, whose total shareholders represented 63.44 % of the issued share capital. There was a forum for the
shareholders to raise questions or issues at the AGM regarding the Group’s performance in 2007/08, which the directors
appropriately addressed.

During the year, results briefings were conducted for investment analysts and the media. Two such briefings were held
during the year. Apart from publishing the results in the print media, Bursa Malaysia Securities Berhad also provides
for the Company to electronically publish all its announcements, including the full version of its quarterly results and
Annual Reports. These can be accessed online through Bursa Malaysia’s internet web-site at [http://announcements.
bursamalaysia.com.my].

Accountability and Audit


1) Financial Reports
In reviewing all the published annual and quarterly financial statements during the year, the directors took due care
and reasonable steps to ensure that the requirements of accounting standards and relevant regulations were fully
met. Their presentation reflects a balanced assessment of the Group’s performance and prospects.

2) Internal Controls and Risk Management


The directors acknowledge their responsibility for the Group’s system of internal controls, which is designed to
protect shareholders’ investments and the assets entrusted under its custody. The system was intended to provide
reasonable (but not absolute) assurance against material financial mis-statement or loss. It includes formal policies
and operating procedures in relation to the safeguarding of assets, maintenance of proper accounting records,
reliability of financial information, compliance with applicable legislation, regulation and best practice. It also
includes the identification and containment of business risks.

The Group has well-established internal audit and compliance functions. Formal procedures were in place for both
internal and external auditors to report independently on their findings and make the appropriate recommendations
to the Management and the Audit Committee.

3) Relationship with External Auditors


The external auditors attended all the scheduled meetings of the Audit Committee during the year. These quarterly
meetings enabled the exchange of views on issues requiring attention. The role of the auditors and their participation
during the year are stated in the report of the Audit Committee on pages 76 to 78 of this Annual Report.

The Group paid Ernst & Young approximately RM799,000 for professional services rendered in connection with
audits and related services for the financial year ended 30 September 2009.

4) Compliance with the Code


The Company has complied with the Malaysian Code on Corporate Governance and observed its best practices
throughout the year.

This statement was made in accordance with a resolution of the Board dated 9 November 2009.

075
REPORT ON
AUDIT COMMITTEE
The Board is pleased to present the following report on the Audit Committee and its activities during the financial year
ended 30 September 2009.

The Audit Committee was established by a Board resolution in 1994.

Members and Meetings


For the year under review, the Committee’s chairman was Tan Sri Dato’ Dr Lin See Yan. He was supported by a majority
of independent Board members. Mr Anthony Cheong Fook Seng is a member with an accounting qualification.

A total of four meetings were held during the financial year. The names of the members of the Audit Committee and the
record of their attendance during the year (or since the date of their appointment) are as follows:-


NAME ATTENDANCE

INDEPENDENT
Tan Sri Dato’ Dr Lin See Yan (Chairman) 4 of 4 meetings
Y.A.M. Tengku Syed Badarudin Jamalullail 4 of 4 meetings
Leslie Oswin Struys 4 of 4 meetings
Dato’ Anwarrudin bin Ahamad Osman 4 of 4 meetings

NON-INDEPENDENT
Anthony Cheong Fook Seng 4 of 4 meetings

Terms of Reference
There was no change in the following terms of reference for the Committee since its Board approval in 2001:-

Membership
The Audit Committee shall comprise at least three directors, the majority of whom are independent, including the
Chairman. At least one member shall be an accountant.

Authority
1. The Committee shall have the authority to investigate any matters within its terms of reference, or as otherwise directed
by the Board, to determine the resources required and to have full access to any employees for information.

2. The Committee is authorized to seek independent professional or other advice when needed as well as to secure
the attendance of outsiders with relevant expertise if it considers this necessary.

076
Terms of Reference
1. The Audit Committee is a committee of the Board and the Board shall determine its membership. The members of
the Audit Committee shall elect a Chairman who shall be an independent director. The Company Secretary shall
be the Secretary to the Committee.

2. The Committee shall meet at least four times a year or as frequently as required. Its quorum shall be three members
constituting a majority of independent directors. The proceedings of the Audit Committee shall be recorded and
the minutes of meetings tabled at Board meetings.

3. The Chief Financial Officer, head of the internal audit function and the external auditors (or their representatives)
are expected to attend all meetings of the Committee. The CEO and other officers of the company shall attend by
invitation. At least twice a year, the Committee shall meet with the external auditors without the presence of
executive board members.

4. The duties of the Committee shall be as follows:
a) To consider and recommend the appointment of the external auditors, their remuneration and any issues
regarding their performance.

b) To assist the Board in the review of the adequacy and effectiveness of the internal control system.

c) To review the risk management policies and practices of the group to ensure their effectiveness.

d) To discuss with the external auditors their audit plan and scope of audit.

e) To review the quarterly, half-yearly and year-end consolidated financial statements and announcements of the
Company, before submission to the Board, focusing in particular on:
• Compliance with applicable accounting standards
• Changes in major accounting policies and practices
• Compliance with Bursa Malaysia Securities Berhad and other statutory requirements
• Significant adjustments arising from the audit
• Going concern issues of any entity within the Group
• Significant and unusual events

f) To review the external auditor’s management reports and responses by management, and to discuss any issues
of concern arising from the audit.

g) To support and provide directions to the Group’s internal audit function to ensure its effectiveness.

h) To consider the findings arising from internal audit reports or other internal investigations and responses by
management as well as to determine appropriate corrective action required of management.

i) To consider and resolve when needed any related party transactions that may arise within the Company and
its subsidiaries.

j) To assist the Board in the preparation of the Audit Committee Report for inclusion in the Annual Report of
the Company.

k) To carry out such other responsibilities, functions or assignments as may be agreed to by the Audit Committee
and the Board.

077
REPORT ON AUDIT COMMITTEE

Activities of the Committee


During the financial year, the Committee met over various scheduled meetings to discuss and consider each of the
draft quarterly result announcements before recommending the reports to the Board. Similarly, the statutory accounts
for the previous year were also reviewed. As part of the process, the provisions and any impairment thereof against the
various categories of asset were reviewed to ensure their compliance with Group policies and appropriate accounting
standards. Issues that arose from the review were discussed in the presence of the external auditors. The Committee
also provided an oversight role to ensure that Management maintains formal and effective risk management and
documentation procedures. During the year, the Committee received and reviewed quarterly updates on the risks
management processes.

The external audit plans for the financial year were presented to the Committee prior to its implementation. The external
auditors were present in all the Committee meetings held during the financial year.

The internal audit reports and their findings were also discussed at Committee meetings. To ensure its independence
within management, the Committee, through its Chairman, supervised the internal audit function, including evaluation
of its performance. The role and scope of the internal audit department was also clarified with a documented internal
audit charter. The department was headed by the Group Internal Audit Manager and supported by qualified staff.

The review and verification of allocation of share options under the Group’s ESOS has been delegated to the
Remuneration Committee by the Board.

Internal Audit Function


The principal responsibility of the internal audit department is to conduct periodic audits on internal control matters to
ensure their compliance with systems and standard operating procedures within each of the Group’s operations. The
main objective of these audits is to provide reasonable assurance that these operations operated satisfactorily and
effectively.

Investigations were also made at the request of the Committee and senior management on specific areas of concern
to follow-up on in relation to high-risk areas identified in the regular reports. These investigations provided additional
assurance and comfort on the integrity and robustness of the internal control systems.

The Internal Audit function is performed in-house and the costs incurred for the Internal Audit function in respect of the
financial year was about RM1.06 million. At the end of the financial year, the department had seven (7) employees.
Thirty-one (31) audit reports were issued and presented to the Audit Committee with the recommended corrective
actions acted upon.

This report was made in accordance with a resolution of the Board on 9 November 2009.

078
STATEMENT ON
INTERNAL CONTROLS
Responsibility
The Board acknowledges that it has a responsibility to maintain a sound internal control system that ensures adequacy
and integrity through a process of review, monitoring and assurance. The CEO and Management play an integral role
in assisting the design and implementation of the Board’s policies on risk and control.

This statement describes the processes that form the internal control framework throughout the Group’s business
operations, which are regularly reviewed by the Board. The internal control system was designed to manage, rather
than eliminate, the risk of failure to achieve the Group’s corporate objectives. In pursuing these objectives, internal
control can provide only reasonable and not absolute assurances against material misstatements or losses.

For the purposes of this statement, associated companies have been excluded as part of the Group.

Risk Management
Risk management and internal controls are regarded as an integral part of the overall management processes.

The Audit Committee has approved a formal group risk management policy that has been adopted by all its
subsidiaries. It sets out the requirements for consistent reporting when identifying risk and management actions.

Management Processes and Control Framework


The Group has set in place well-established standard operating procedures covering all critical and significant facets
of the Group’s business processes. Procedures are primarily geared towards the prevention of asset loss, but also
cover other major functional aspects of the Group’s business operations. These functions include cost control, asset
security and occupational safety procedures, human capital management, productivity benchmarks, product quality
assurance, compliance with regulatory standards and disciplines, among other matters. The procedures are also
subject to review as processes change or when new business requirements need to be met. Compliance with these
procedures is an essential element of the internal control framework.

Well-defined management structures and disciplines further reinforce the internal control framework to ensure its
continued relevance and effectiveness. Among the management disciplines is a pre-defined chart of responsibility
and accountability that provides a clear definition of delegated authority to the various management levels along
functional lines.

The Group also operated a comprehensive information system which enables transactions to be captured, compiled
and reported in a timely and accurate manner. The information system is highly automated and provides management
with dependable data, analysis, variations, exceptions and other inputs relevant to the Group’s performance. In each
of the Group’s business operations, weekly meetings are held to ensure that progress, exceptions and variations are
fully discussed and acted upon to meet business objectives.

For continued effectiveness of the internal control framework, the Group maintains a well-resourced human capital
function to oversee its operations. This ensures that the people driving key operations are sufficiently skilled and exert
the required qualities of professionalism and integrity in their conduct. Continuous education and training programmes
are also provided to enhance employees’ skills and to reinforce such qualities.

Additionally, the Group maintains an elaborate annual business planning and review process to make certain that the
interests of all its stakeholders are well balanced.

079
STATEMENT ON INTERNAL CONTROLS

Monitoring and Review


As mentioned in the Statement on Corporate Governance, the Board delegates the day-to-day functions to the
CEO, who is aided by a team of corporate officers. Part of the CEO’s role is to drive each of the business operations
in a manner that maintains the integrity of the internal control framework and which ensures the implementation of
effective risk management practices throughout the year.

From a process viewpoint, the CEO presides over all regular management meetings in each of the business operations.
These meetings are a platform for reviewing financial performance, as well as business issues including internal control
matters and risk management.

The Group has an adequately resourced internal audit function whose primary responsibility is to assure the Board,
via the Audit Committee, that the stringent internal control systems are fully implemented. In providing this assurance,
the internal audit function undertakes compliance testing and reports on exceptions under assessment.

Pursuant to paragraph 15.24 of the Listing Requirements of Bursa Malaysia Securities Berhad, the external auditors
have reviewed this Statement for inclusion in the annual report for the year ended 30 September 2009 and reported
to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent
with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system
of internal controls.

Summary
The system of internal controls comprising the internal control framework, management processes, monitoring and
review process described in this statement are considered appropriate. Also, the risks undertaken are at an acceptable
level within the context of the business environment throughout the Group. It should be noted that such arrangements
do not eliminate the possibility of collusion or deliberate circumvention of procedures by employees. Human error
and/or other unforeseen circumstances can result in poor judgment.

Throughout the year, the existing system of internal controls provided a level of confidence that the Board relied on for
assurance. In the year under review, it has not resulted in any material losses, contingencies or uncertainties that would
require separate disclosure in this Annual Report.

This statement was made in accordance with a resolution of the Board of Directors dated 9 November 2009.

080
STATEMENT ON
DIRECTORS’ RESPONSIBILITY
As required under the Companies Act 1965 (“Act”), the Directors on page 90 of this annual report have made a
statement expressing an opinion on the financial statements. The Board is of the opinion that the financial statements
have been drawn up in accordance with applicable Financial Reporting Standards in Malaysia and the provisions of
the Companies Act, 1965 so as to give a true and fair view of the financial position of the Company and the Group for
the financial year ended 30 September 2009.

In the process of preparing these financial statements, and other than as disclosed in the notes to the financial
statements, the Directors have reviewed the accounting policies and practices to ensure that they were consistently
applied throughout the year. In cases where judgment and estimates were made, they were based on reasonableness
and prudence.

Additionally, the directors have relied on the system of internal controls to ensure that the information generated for
the preparation of the financial statements from the underlying accounting records is accurate and reliable.

This statement is made in accordance with a resolution of the Board dated 9 November 2009.

081
Blossoming Further Afield

082
Mangrove flowers are intricately designed
and come in various shapes and colours
to attract their pollinators which include
birds, moths, bats and even the wind. Some
mangrove seedlings however, germinate
on its parent plant before falling to the
mudflats to begin life on their own. In
favourable conditions, they can take root
immediately, thus increasing their chances
of survival. This in many ways mirrors our
achievement of having cultivated our
presence in numerous parts of the world,
particularly within the Asian continent.

FINANCIAL STATEMENTS
Directors’ Report 084
Statement By Directors And Statutory Declaration 090
Independent Auditors’ Report 091
Income Statements 093
Balance Sheets 094
Statements Of Changes In Equity 096
Cash Flow Statements 099
Notes To The Financial Statements 101

083
DIRECTORS’ REPORT
The directors present their report together with the audited financial statements of the Group and of the Company
for the financial year ended 30 September 2009.

PRINCIPAL ACTIVITIES

The principal activity of the Company is investment holding and its subsidiaries are primarily engaged in the
manufacture and sale of soft drinks, dairy products, glass containers, property development activities and the
provision of management services.

There have been no significant changes in the nature of the principal activities during the financial year.

RESULTS

Group Company
RM’000 RM’000

Profit after taxation 242,922 168,413


Minority interests (18,490) -

Net profit for the year 224,432 168,413

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed
in the statements of changes in equity.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year have not been substantially affected by any item, transaction or event of a material and unusual nature.

EXECUTIVES’ SHARE OPTION SCHEME

The Company’s Executives’ Share Option Scheme (“ESOS”) which is governed by its by-laws was approved by the
shareholders at the Extraordinary General Meeting held on 5 April 2007. The ESOS is effective 1 October 2007.

Details of the options to subscribe for ordinary shares of RM1.00 each in the capital of the Company granted to
executives pursuant to the Scheme are as follows:

Balance as at Option Balance as at Exercise Exercise


Offer date offer date lapsed 30.9.2009 price period

Option 2008 20.8.2010 -
20.11.2007 2,705,900 (328,600) 2,377,300 RM7.77 19.10.2012

Option 2009 19.8.2011 -
19.11.2008 2,916,100 (104,800) 2,811,300 RM8.46 18.10.2013

084
The main features of the Company’s ESOS are disclosed in Note 21 to the financial statements. The Company has
been exempted from disclosing the names of employees who are granted less than 50,000 options. The names of
option holders granted options to subscribe for 50,000 or more ordinary share of RM1 each during the year are as
follows:

Number of options granted


Name of option holders Option 2009 Option 2008

Tony Lee Cheow Fui 50,000 50,000


James Teo Hong Beng 53,000 50,000
Mogan a/l Muniandy 53,000 50,000

The number of options granted to the executive director are disclosed in the Directors’ interests section.

TREASURY SHARES

During the financial year, the Company repurchased 200 of its issued ordinary shares from the open market at an
average price of RM8.83 per share. The total consideration paid for the repurchase including transaction costs was
RM1,848. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies
Act, 1965 and further relevant details are disclosed in Note 20 to the financial statements.

DIVIDENDS

The amounts paid by way of dividend by the Company since 30 September 2008 were as follows:

(i) A final dividend of 30 sen less taxation amounting to RM80.1 million in respect of the previous financial year was
paid on 3 March 2009; and

(ii) An interim dividend of 17 sen less taxation amounting to RM45.4 million in respect of the current financial year
was paid on 6 August 2009.

At the forthcoming Annual General Meeting, a final dividend of 4 sen less taxation and 21 sen tax exempt dividend
together with a bonus tax exempt dividend of 5 sen amounting to RM103.3 million (2008: RM80.1 million) in respect
of the current financial year on 356,256,101 (2008: 356,256,301) ordinary shares will be proposed for shareholders’
approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend,
if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation of retained
earnings in the financial year ending 30 September 2010.

085
DIRECTORS’ REPORT

DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are:

Y.A.M. Tengku Syed Badarudin Jamalullail


Tan Sri Dato’ Dr. Lin See Yan
Dato’ Anwarrudin bin Ahamad Osman
Dato’ Dr. Mohd Shahar bin Sidek
Dato’ Dr. Nik Norzrul Thani bin Nik Hassan Thani
Leslie Oswin Struys
Lee Kong Yip
Tan Ang Meng
Koh Poh Tiong
Cheong Fook Seng, Anthony
Wang Eng Chin
(Alternate to Cheong Fook Seng, Anthony)
Huang Hong Peng (appointed on 1 March 2009)

At the forthcoming Annual General Meeting, the following directors retire and, being eligible, offer themselves for
re-election:

(i) Dato’ Dr. Mohd Shahar bin Sidek, Dato’ Dr. Nik Norzrul Thani bin Nik Hassan Thani and Tan Ang Meng pursuant to
Article 97 of the Company’s Articles of Association;

(ii) Huang Hong Peng pursuant to Article 103 of the Company’s Articles of Association; and

(iii) Tan Sri Dato’ Dr. Lin See Yan and Leslie Oswin Struys pursuant to Section 129 of the Companies Act, 1965.

DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the
Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures
of the Company or any other body corporate, other than as may arise from the share options granted pursuant to the
Company’s Executives’ Share Option Scheme.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other
than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as
shown in Note 5(b) to the financial statements or the fixed salary of a full-time employee of the Company) by reason of
a contract made by the Company or a related corporation with any director or with a firm of which he is a member,
or with a company in which he has a substantial financial interest.

086
DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in
shares and options over shares in the Company and its related corporations during the financial year were as follows:

Number of shares/share options/unit trust


As at
1.10.2008/ Sold/
Companies in which directors date of Bought/ Lapsed/ As at
held interest appointment Allocated Exercised 30.9.2009

Y.A.M. Tengku Syed Badarudin Jamalullail
Fraser & Neave Holdings Bhd
- Ordinary shares (direct) 2,862,000 - (800,000) 2,062,000
- Ordinary shares (indirect) 65,000 - (65,000) -

Leslie Oswin Struys


Fraser & Neave Holdings Bhd
- Ordinary shares 100,000 - (100,000) -

Tan Ang Meng


Fraser & Neave, Limited
- Ordinary shares 5,000 - - 5,000
Fraser & Neave Holdings Bhd
- Ordinary shares (direct) 50,100 60,000 (50,000) 60,100
- Ordinary shares (indirect) 212,000 - (212,000) -
- Share options (vendor scheme) 93,000 - (60,000) 33,000
- Share options (company scheme) 116,100 116,100 - 232,200
Asia Pacific Breweries Ltd
- Ordinary shares 4,380 - (4,000) 380
Frasers Centrepoint Trust Units 110,000 - - 110,000

Koh Poh Tiong


Fraser & Neave, Limited
- Ordinary shares (indirect) 35,000 - (35,000) -
- Share options - 967,500 - 967,500
Fraser & Neave Holdings Bhd
- Ordinary shares (direct) 21,800 - (21,800) -

Cheong Fook Seng, Anthony


Fraser and Neave, Limited
- Ordinary shares (direct) 51,455 - - 51,455
- Ordinary shares (indirect) 20,250 - - 20,250
- Share options 2,944,295 619,200 - 3,563,495
Frasers Centrepoint Trust Units 50,000 - - 50,000
Frasers Commercial Trust Units - 120,000 - 120,000

087
DIRECTORS’ REPORT

DIRECTORS’ INTERESTS (cont’d.)

Number of shares/share options/unit trust


As at
1.10.2008/ Sold/
Companies in which directors date of Bought/ Lapsed/ As at
held interest appointment Allocated Exercised 30.9.2009


Wang Eng Chin
Fraser and Neave, Limited
- Ordinary shares 268,960 150,010 (270,000) 148,970
- Share options 564,254 195,048 (10) 759,292

Huang Hong Peng


Fraser & Neave, Limited
- Ordinary shares (indirect) 25,000 - - 25,000
- Share options 1,044,300 - - 1,044,300
Asia Pacific Beweries Limited
- Share options 56,250 - - 56,250
Frasers Centrepoint Trust Units 462,000 - - 462,000

None of the other directors who held office at the end of the financial year had an interest in shares of the
Company and its related corporations during the financial year.

OTHER STATUTORY INFORMATION


(a) Before the income statements and balance sheets of the Group and of the Company were made out, the
directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that
adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records
in the ordinary course of business have been written down to an amount which they might be expected so
to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any
substantial extent; and

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading
or inappropriate.

088
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report
or financial statements of the Group and of the Company which would render any amount stated in the financial
statements misleading.

(e) As at the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.

(f) In the opinion of the directors:

(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the financial year which will or may affect the ability of the Group
or of the Company to meet their obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the operations
of the Group or of the Company for the financial year in which this report is made.

SIGNIFICANT EVENTS

Significant events are disclosed in Note 29 to the financial statements.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors dated 9 November 2009.

Tengku Syed Badarudin Jamalullail Tan Ang Meng

Kuala Lumpur, Malaysia

089
STATEMENT BY
DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, Tengku Syed Badarudin Jamalullail and Tan Ang Meng, being two of the directors of Fraser & Neave Holdings Bhd,
do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 93 to
151 are drawn up in accordance with the provisions of the Companies Act,1965 and applicable Financial Reporting
Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at
30 September 2009 and of the results and the cash flows of the Group and of the Company for the year then ended.

Signed on behalf of the Board in accordance with a resolution of the directors dated 9 November 2009.

Tengku Syed Badarudin Jamalullail Tan Ang Meng

Kuala Lumpur, Malaysia

STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Tan Eng Guan, being the officer primarily responsible for the financial management of Fraser & Neave Holdings Bhd,
do solemnly and sincerely declare that the accompanying financial statements set out on pages 93 to 151 are in my
opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the


abovementioned Tan Eng Guan
at Kuala Lumpur in the Federal Territory
on 9 November 2009 Tan Eng Guan

Before me,
Commissioner for Oaths
P. Thurirajoo (No. W438)

090
INDEPENDENT
AUDITORS’ REPORT
REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Fraser & Neave Holdings Bhd, which comprise the balance sheets as at
30 September 2009 of the Group and of the Company, and the income statements, statements of changes in equity
and cash flow statements of the Group and of the Company for the year then ended, and a summary of significant
accounting policies and other explanatory notes, as set out on pages 93 to 151.

Management’s responsibility for the financial statements


Management is responsible for the preparation and fair presentation of these financial statements in accordance
with applicable Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are
free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the Company’s preparation and fair presentation of the financial 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 Company’s internal control. An audit also includes evaluating the appropriateness of
the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial statements.

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

Opinion
In our opinion, the financial statements have been properly drawn up in accordance with applicable Financial
Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position
of the Group and of the Company as at 30 September 2009 and of their financial performance and cash flows of the
Group and of the Company for the year then ended.

091
INDEPENDENT AUDITORS’ REPORT

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 1965 in Malaysia (“the Act”), we also report the
following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries have been properly kept in accordance with the provisions of the Act.

(b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements
of the Company are in form and content appropriate and proper for the purposes of the preparation of the
consolidated financial statements and we have received satisfactory information and explanations required by
us for those purposes.

(c) The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification material to
the consolidated financial statements and did not include any comment required to be made under Section
174(3) of the Act.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.

Ernst & Young Ong Chee Wai


AF: 0039 No. 2857/07/10(J)
Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia


9 November 2009

092
INCOME STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

Group Company
2009 2008 2009 2008
Note RM’000 RM’000 RM’000 RM’000
(restated)

Revenue
Sale of goods 3 3,737,063 3,674,216 - -
Dividends 3 - - 180,200 175,000
Cost of sales (2,628,179) (2,738,969) - -

Gross profit 1,108,884 935,247 180,200 175,000

Operating expenses
Distribution expenses (350,056) (320,432) - -
Marketing expenses (273,087) (232,429) - -
Administration and
other (expenses)/income (171,794) (125,736) 64 (1,641)

(794,937) (678,597) 64 (1,641)

Operating profit 313,947 256,650 180,264 173,359


Interest expense 4 (17,662) (19,589) - (3,235)
Interest income 4 3,492 2,611 1,524 1,531

Profit before taxation 5 299,777 239,672 181,788 171,655


Income tax expense 6 (56,855) (59,941) (13,375) (14,669)

Profit for the year 242,922 179,731 168,413 156,986

Attributable to:
Equity holders of the Company 224,432 166,845 168,413 156,986
Minority interests 18,490 12,886 - -

242,922 179,731 168,413 156,986

Basic earnings per share


attributable to equity holders
of the Company (sen) 7 63.0 46.8

Diluted earnings per share


attributable to equity holders
of the Company (sen) 7 62.9 46.8

The accompanying notes form an integral part of the financial statements.

093
BALANCE SHEETS
AS AT 30 SEPTEMBER 2009

Group Company
2009 2008 2009 2008
Note RM’000 RM’000 RM’000 RM’000

Assets
Non-current assets
Property, plant and equipment 9 1,102,372 929,064 - -
Prepaid land lease payments 10 75,838 83,806 - -
Properties held for development 11 31,787 14,205 - -
Investments in subsidiaries 12 - - 862,216 709,113
Intangible assets 13 131,650 93,162 - -
Deferred tax assets 24 20,993 2,480 - -

1,362,640 1,122,717 862,216 709,113

Current assets
Property development costs 14 172,354 152,476 - -
Inventories 15 482,305 437,860 - -
Receivables 16 544,567 617,393 150,674 260,028
Cash and cash equivalents 17 187,853 183,643 2,034 619
Non-current assets held for sale 18 10,183 - - -

1,397,262 1,391,372 152,708 260,647

Total assets 2,759,902 2,514,089 1,014,924 969,760

Equity and liabilities

Equity attributable to equity holder


of the Company
Share capital 19 356,493 356,493 356,493 356,493
Treasury shares 20 (1,715) (1,713) (1,715) (1,713)
Reserves 21 938,366 827,374 656,588 612,224

1,293,144 1,182,154 1,011,366 967,004
Minority interests 116,259 135,002 - -

Total equity 1,409,403 1,317,156 1,011,366 967,004

094
BALANCE SHEETS AS AT 30 SEPTEMBER 2009 (cont’d)

Group Company
2009 2008 2009 2008
Note RM’000 RM’000 RM’000 RM’000

Non-current liabilities
Borrowings 22 360,402 359,411 - -
Provision for retirement benefits 23 36,983 35,245 - -
Deferred tax liabilities 24 21,810 32,077 - -

419,195 426,733 - -

Current liabilities
Payables 25 696,510 656,170 3,558 2,756
Borrowings 22 203,367 89,636 - -
Provision for taxation 31,427 24,394 - -

931,304 770,200 3,558 2,756

Total liabilities 1,350,499 1,196,933 3,558 2,756

Total equity and liabilities 2,759,902 2,514,089 1,014,924 969,760

The accompanying notes form an integral part of the financial statements.

095
STATEMENTS OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

Attributable to Equity Holders of the Company


Non Distributable Distributable
Foreign Executives’
Share Share Treasury Exchange Share Options Capital Capital Retained
Capital Premium Shares Reserve Reserve Reserve Reserve Earnings Minority Total
Note (Note 19) (Note 21) (Note 20) (Note 21) (Note 21) (Note 21) (Note 21) (Note 21) Total Interest Equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 October 2007 356,493 339,990 (1,168) 25,988 - 2,130 15,897 417,659 1,156,989 119,756 1,276,745

Translation gain - - - 6 - - - - 6 4,758 4,764

Net income
recognised and
expense directly
in equity - - - 6 - - - - 6 4,758 4,764
Net profit for
the year - - - - - - - 166,845 166,845 12,886 179,731

Total recognised
income and
expense for the
year - - - 6 - - - 166,845 166,851 17,644 184,495

Employee
share-based
expense - - - - 582 - - - 582 - 582
Additional
investment - - - - - - - - - 6,003 6,003
Reduction
in minority
interests - - - - - - - - - (1,021) (1,021)
Treasury shares
purchased 20 - - (542) - - - - - (542) - (542)
Transaction costs 20 - - (3) - - - - - (3) - (3)
Dividends 8 - - - - - - - (141,723) (141,723) (7,380) (149,103)

At 30 September 2008 356,493 339,990 (1,713) 25,994 582 2,130 15,897 442,781 1,182,154 135,002 1,317,156

096
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009 (cont’d.)

Attributable to Equity Holders of the Company


Non Distributable Distributable
Foreign Executives’
Share Share Treasury Exchange Share Options Capital Capital Retained
Capital Premium Shares Reserve Reserve Reserve Reserve Earnings Minority Total
Note (Note 19) (Note 21) (Note 20) (Note 21) (Note 21) (Note 21) (Note 21) (Note 21) Total Interest Equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 30 September 2008 356,493 339,990 (1,713) 25,994 582 2,130 15,897 442,781 1,182,154 135,002 1,317,156

Translation gain - - - 10,609 - - - - 10,609 2,266 12,875

Net income
recognised and
expense directly
in equity - - - 10,609 - - - - 10,609 2,266 12,875
Net profit for
the year - - - - - - - 224,432 224,432 18,490 242,922

Total recognised
income and
expense for the
year - - - 10,609 - - - 224,432 235,041 20,756 255,797

Employee
share-based
expense - - - - 1,532 - - - 1,532 - 1,532
Reduction in
minority interests 12 - - - - - - - - - (39,499) (39,499)
Treasury shares
purchased 20 - - (2) - - - - - (2) - (2)
Transaction costs 20 - - * - - - - - * - *
Dividends 8 - - - - - - - (125,581) (125,581) - (125,581)

At 30 September 2009 356,493 339,990 (1,715) 36,603 2,114 2,130 15,897 541,632 1,293,144 116,259 1,409,403

* RM83

The accompanying notes form an integral part of the financial statements.

097
STATEMENTS OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009 (cont’d.)

Non Distributable Distributable


Executives’
Share Share Treasury Share Options Capital Retained
Capital Premium Shares Reserve Reserve Earnings Total
Note (Note 19) (Note 21) (Note 20) (Note 21) (Note 21) (Note 21) Equity
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 October 2007 356,493 339,990 (1,168) - 15,897 240,492 951,704


Net profit for the year,
represent total recognised
income and expense for
the year - - - - - 156,986 156,986
Share options granted under
ESOS - - - 582 - - 582
Dividends 8 - - - - - (141,723) (141,723)
Treasury shares purchased 20 - - (542) - - - (542)
Transaction costs 20 - - (3) - - - (3)

At 30 September 2008 356,493 339,990 (1,713) 582 15,897 255,755 967,004


Net profit for the year,
represent total recognised
income and expense for
the year - - - - - 168,413 168,413
Share options granted under
ESOS - - - 1,532 - - 1,532
Dividends 8 - - - - - (125,581) (125,581)
Treasury shares purchased 20 - - (2) - - - (2)
Transaction costs 20 - - * - - - *

At 30 September 2009 356,493 339,990 (1,715) 2,114 15,897 298,587 1,011,366

* RM83

The accompanying notes form an integral part of the financial statements.

098
CASH FLOW STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Cash flows from operating activities


Profit before taxation 299,777 239,672 181,788 171,655
Adjustments for:
Amortisation of intangible assets 3,360 2,711 - -
Amortisation of prepaid land lease payment 1,772 1,244 - -
Depreciation of property, plant and equipment 120,616 111,404 - -
Loss on disposal of property,
plant and equipment 3,189 2,840 - -
Property, plant and equipment written off 209 - - -
Impairment losses on property,
plant and equipment 4,417 1,937 - -
Inventories write-off 16,431 16,872 - -
Plant, equipment and inventories disposed
/ written off due to plant closure 5,596 - - -
Interest income (3,492) (2,611) (1,524) (1,531)
Interest expense 17,662 19,589 - 3,235
Provision for retirement benefits 3,885 2,759 - -
Provision for doubtful debts 3,693 3,644 - -
Reserve on consolidation arising
from acquisition of the remaining
minority interest of a subsidiary - (180) - -
Write-back of impairment loss
on property, plant and equipment (1,455) (3,203) - -
Executives’ share option scheme (Note 21) 1,532 582 - -
Write-back of provision for doubtful debts (1,844) (7,355) - -
Write-back of provision for obselete inventories - (1,471) - -
Write down of inventories 12,225 6,709 - -

Operating profit before working
capital changes 487,573 395,143 180,264 173,359
Working capital changes:
Inventories (74,396) 113,328 - -
Receivables 69,100 (41,427) 209,572 297,652
Payables 39,749 (26,993) 800 (243,366)
Property development costs (38,377) (51,131) - -

Cash generated from operations 483,649 388,920 390,636 227,645
Income tax paid (78,015) (60,811) (13,801) (106)
Payment of retirement benefits (2,147) (2,652) - -

Net cash generated from operating activities 403,487 325,457 376,835 227,539

099
CASH FLOW STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009 (cont’d.)

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Cash flows from investing activities


Proceeds from disposal of property,
plant and equipment 3,884 3,167 - -
Acquisition of minority interest (Note 12) (79,037) (841) (79,037) -
Additional investment in subsidiaries (Note 12) - - (19,999) (230)
Subscription of RNCCPS of
subsidiaries (Note 12) - - (152,325) -
Purchase of property, plant and
equipment (Note 9) (295,903) (225,551) - -
Purchase of prepaid land lease
payment (Note 10) (129) (36) - -
Purchase of computer softwares (Note 13) (1,715) (2,293) - -
Interest received 3,492 2,611 1,524 1,531

Net cash (used in)/generated from


investing activities (369,408) (222,943) (249,837) 1,301

Cash flows from financing activities


Interest paid (17,662) (19,589) - (3,235)
Net funds from minority shareholders - 6,003 - -
Drawdown/(repayment) of borrowings 114,722 28,804 - (90,000)
Payment of dividends (Note 8) (125,581) (141,723) (125,581) (141,723)
Purchase of treasury shares (Note 20) (2) (545) (2) (545)
Payment of dividends to minority shareholders - (7,380) - -

Net cash used in financing activities (28,523) (134,430) (125,583) (235,503)

Net increase/(decrease) in cash


and cash equivalents 5,556 (31,916) 1,415 (6,663)
Effects of foreign exchange
rate changes (1,346) 7,760 - -
Cash and cash equivalents
at beginning of financial year 183,643 207,799 619 7,282

Cash and cash equivalents
at end of financial year (Note 17) 187,853 183,643 2,034 619

The accompanying notes form an integral part of the financial statements.

100
Notes to the
financial statements
NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2009

1. CORPORATE INFORMATION
The principal activity of the Company is investment holding and its subsidiaries are primarily engaged in the
manufacture and sale of soft drinks, dairy products, glass containers and property development activities and
provision of management services. There have been no significant changes in the nature of the principal activities
during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the
Main Market of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Level 8,
F&N Point, No. 3, Jalan Metro Pudu 1, Fraser Business Park, Off Jalan Yew, 55100 Kuala Lumpur.

The holding company of the Company is Fraser and Neave, Limited, which is incorporated in Singapore.

The financial statements are authorised for issue by the Board of Directors in accordance with a resolution of the
Directors on 9 November 2009.

2. SIGNIFICANT ACCOUNTING POLICIES


2.1 Basis of preparation
The financial statements of the Group and of the Company have been prepared under the historical cost
convention, unless otherwise indicated in the accounting policies below.

The financial statements comply with the provisions of the Companies Act, 1965 and applicable Financial
Reporting Standards (“FRS”) in Malaysia.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest
thousand (RM’000) except when otherwise indicated.

2.2 Summary of significant accounting policies

(a) Basis of consolidation


The consolidated financial statements include the financial statements of the Company and all its
subsidiaries as at the balance sheet date. The financial statements of the Company and its subsidiaries
are prepared for the same reporting date as the Company unless otherwise stated. Subsidiaries are entities
over which the Group has the ability to control the financial and operating policies so as to obtain benefits
from their activities.

Subsidiaries are consolidated using the acquisition method of accounting. The acquisition method involves
allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent
liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of
the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity
instruments issued, plus any costs directly attributable to the acquisition. Please refer to Note 2.2(b)(i)
for the accounting policy on goodwill on acquisition of subsidiary companies. Under this method, the
results of the subsidiaries acquired or disposed of during the financial year are included in the consolidated
income statement from their effective date of acquisition or up to their effective date of disposal, as
appropriate.

101
Notes to the financial statements

2. Significant accounting policies (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(a) Basis of consolidation (cont’d.)


The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and
the Group’s share of its net assets together with any goodwill and exchange differences which were not
previously recognised in the consolidated income statement.

Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the
consolidated financial statements reflect external transactions only.

Unrealised losses are eliminated on consolidation unless costs cannot be recovered.

Minority interest is that part of the net results of operations and of the net assets of a subsidiary attributable
to interests which are not owned directly or indirectly by the Group. It is measured as the minorities’ share
of the fair value of the subsidiary companies’ identifiable assets and liabilities at the date of acquisition
by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the
losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary
company. In such cases, the excess and further losses applicable to the minority are attributed to the
equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good
the losses. When that subsidiary company subsequently reports profits, the profits applicable to the minority
are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed
by the equity holders of the Company has been recovered.

(b) Intangible assets



(i) Goodwill
Goodwill is identified as any excess of the consideration paid over the Group’s share of fair value of the
identifiable assets, liabilities and contingent liabilities acquired as at the date of acquisition. Where the
consideration is lower than the Group’s share of net fair value of the identifiable assets, liabilities and
contingent liabilities acquired, the difference is recognised as negative goodwill. Negative goodwill is
recognised immediately in the income statement.

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.

Positive goodwill acquired is allocated to the cash-generating units (“CGU”) expected to benefit from
the acquisition synergies. An impairment loss is recognised in the income 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 first to reduce the carrying amount of goodwill allocated to the
CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each
assets in the CGU.

Impairment loss on goodwill is not reversed in a subsequent period.

102
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)



(b) Intangible assets (cont’d.)

(ii) Brand
Brand is stated at cost less any impairment loss. The useful life of the brand is estimated to be indefinite
because based on the current market share of the brand, management believes there is no foreseeable
limit to the period over which the brand is expected to generate net cash flows to the Group. They are
not amortised but tested for impairment annually or more frequently when indicators of impairment
are identified.

(iii) Computer software


Acquired computer software licences are capitalised on the basis of the cost incurred to acquire and
bring to use the specific software. These cost are amortised on a straight line basis over their expected
useful lives.

(c) Investments in subsidiaries


The Company’s investments in subsidiaries are stated at cost less accumulated impairment losses. An
assessment of the book value is performed when there is an indication that the investment has been
impaired or the impairment losses recognised in prior years no longer exist. On disposal of such investments,
the difference between net disposal proceeds and their carrying amounts is included in the income statement.

(d) Property, plant and equipment and depreciation


Property, plant and equipment are stated at cost or valuation less accumulated depreciation and
impairment losses.

The cost of property, plant and equipment comprises purchase price and any directly attributable costs,
including interest cost, capitalised in bringing the property, plant and equipment to working condition.
Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance
and repairs are charged to the income statement. When property, plant and equipment are sold or
retired, their cost or valuation and accumulated depreciation are removed from the financial statements
and any gain or loss resulting from their disposal is included in the income statement. Any amount in
revaluation reserve relating to that asset is transferred directly to retained earnings.

Where property, plant and equipment are revalued, any surplus on revaluation is credited to property,
plant and equipment revaluation reserve. A decrease in net carrying value arising from revaluation of
property, plant and equipment is charged to the income statement to the extent that it exceeds any
surplus held in property, plant and equipment revaluation reserve relating to the previous revaluation of
the same class of property, plant and equipment.

103
Notes to the financial statements

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(d) Property, plant and equipment and depreciation (cont’d.)


Depreciation is calculated on the straight line method to write off the cost or valuation of the property,
plant and equipment over their estimated useful lives. No depreciation is provided for freehold land and
capital work in progress. The annual depreciation rates used to write off the property, plant and equipment
over their estimated useful lives are as follows:

Buildings 2% to 20%
Plant and machinery 7.14% to 50%
Motor vehicles 10% to 20%
Postmix and vending machines 10% to 14.29%
Furniture, fittings and computer equipment 10% to 33.33%

The residual values, useful lives and depreciation method are reviewed and adjusted as appropriate at
each balance sheet date.

(e) Property development costs


Property development costs are stated at cost which includes cost of land and construction, related
overhead expenditure and financing charges incurred during the period of construction.

Developments are considered complete upon the issue of Temporary Certificate of Fitness. When completed,
properties for sale are transferred to current assets as completed properties held for sale which is measured
at the lower of cost and net realisable value.

Profit on properties for sale is recognised based on the percentage of completion method. The percentage
of completion is deemed to be the costs incurred to balance sheet date divided by total expected costs;
costs exclude land and interest costs. The percentage of sales is deemed to be the revenue on units sold at
balance sheet date divided by the total budgeted revenue on units offered for sale in the project. Profit is
taken up on the basis of total expected profit on the project multiplied by the percentage of completion and
the percentage of sales, less profit if any, taken up in previous financial periods. Total expected profit is assessed
after including the cost of land and interest and after making due allowance for known potential cost
over-runs and allowance for contingencies.

Any expected loss on a development project, including costs to be incurred over the defects liability period,
is recognised as an expense immediately.

The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued
billings within trade receivables and the excess of billings to purchasers over revenue recognised in the
income statement is classified as progress billings within trade payables.

104
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(f) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is determined on a weighted average
basis. Cost of finished goods includes raw materials, labour and an appropriate proportion of production
overheads. The raw materials including packaging materials comprises cost of purchase.

Moulds included in consumables are written off over a period of three years from the date they are issued for
production.

Engineering inventories are valued at the lower of cost and net realisable value. Cost is determined on a
weighted average cost basis.

Net realisable value is the estimated selling price in the ordinary course of business less the costs of
completion and selling expenses.

(g) Provisions for liabilities


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 outflow of resources embodying economic benefits 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 reflect the current best estimate. Where the effect
of the 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.

(h) Leases and prepaid land lease payment


Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased
item, are classified as operating leases. Operating lease payments are recognised as an expense in the
income statement on a straight-line basis over the lease term.

In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made
are allocated, whenever necessary, between the land and the buildings elements in proportion to the
relative fair values for leasehold interests in the land element and buildings element of the lease at the
inception of the lease. The up-front payment represents prepaid lease payments and are amortised on
a straight-line basis over the lease term.

105
Notes to the financial statements

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(i) Income tax


The tax charge is based on the profit for the year, as adjusted for tax purposes, together with a charge
or credit for deferred taxation. 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 financial statements. The principal temporary differences arise from
depreciation of property, plant and equipment, revaluations of certain non-current assets and provisions
for pensions and other post retirement benefits and tax losses carried forward; and, in relation to
acquisitions, on the difference between the fair values of the net assets acquired and their tax base.

Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable
that future taxable profit 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
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised.

Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or
from the initial recognition of an asset or liability in a transaction which is not a business combination and
at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year
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 ater the balance sheet date.

(j) Employee benefits

(i) Short term benefits


Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in
which the associated services are rendered by employees of the Group.

(ii) Defined contribution plans


As required by law, companies in Malaysia make contributions to the Employees Provident Fund
(“EPF”). Some of the Group’s foreign subsidiaries make contributions to their respective countries’
statutory pension schemes. Such contributions are recognised as an expense in the income statement
as incurred.

106
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(j) Employee benefits (cont’d.)

(iii) Retirement benefits


Provision for retirement and service benefits is made in accordance with the terms of agreements
concluded by the Group companies with various categories of employee.

The cost of retirement benefits is determined by using accrued or projected benefit valuation methods
as appropriate. Actuarial gains and losses are recognised as income or expense when
the cumulative unrecognised actuarial gains or losses for each plan exceeds the greater of 10% of
present value of the obligation and 10% of the fair value of plan assets. These gains or losses are
recognised over the average remaining working lives of the employees participating in the plans.

The amount recognised in the balance sheet represents the present value of the defined benefit
obligations adjusted for unrecognised actuarial gains and losses and unrecognised past service
costs, and reduced by the fair value of plan assets. Any asset resulting from this calculation is limited
to the net total of any unrecognised actuarial losses and past service costs, and the present value of
any economic benefits in the form of refunds or reductions in future contributions to the plan.

(iv) 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.

(k) Revenue recognition


Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognised:

(i) Sale of goods


Sales revenue comprises the net invoiced value of the sale of soft drinks, glass containers and dairy
products which is recognised upon delivery of goods, net of discounts, allowances and applicable
indirect taxes. Proceeds from property developed for sales are recognised based on percentage of
completion and of sales, less any revenue taken up in the previous financial year.

107
Notes to the financial statements

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(k) Revenue recognition (cont’d.)



(ii) Interest income
Interest income is recognised in the income statement on accrual basis.

(iii) Dividend income


Revenue comprises dividend from investments. Dividend revenue is recognised when it has been
declared by subsidiary companies.

(l) Foreign currencies

(i) Functional and presentation currency


The individual financial statements of each entity in the Group are measured using the currency of the
primary economic environment in which the entity operates (“the functional currency”). The consolidated
financial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional
currency.

(ii) 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 profit 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 taken to 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 profit 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.

108
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(l) Foreign currencies (cont’d.)

(iii) Foreign operations


The results and financial position of foreign operations that have a functional currency different from
the presentation currency (RM) of the consolidated financial statements are translated into RM as follows:

- Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing
at the balance sheet date;
- Income and expenses for each income statement are translated at average exchange rates for the
year, which approximates the exchange rates at the dates of the transactions; and
- Exchange differences are taken to the foreign currency translation reserve within equity.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as
assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign
operations and translated at the closing rate at the balance sheet date.

The exchange rates used at the balance sheet date are as follows:

2009 2008
RM RM

United States Dollar 3.52 3.46


Renminbi 0.52 0.50
100 Vietnam Dong 0.02 0.02
Singapore Dollar 2.44 2.42
New Zealand Dollar 2.53 2.32
Thailand Baht 0.10 0.10
Australia Dollar 3.05 2.77
Sterling Pound 5.64 6.24
Euro 5.17 4.97
Brunei Dollar 2.48 2.41

109
Notes to the financial statements

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(m) 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 asset’s fair value less costs to sell and its
value in use) is determined on an individual asset basis unless the asset does not generate cash flows
that are largely independent of those from other assets. If this is the case, the recoverable amount is
determined for the cash-generating units (“CGU”) to which the asset belongs. An impairment loss is
recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount.
The impairment loss is charged to the income statement unless it reverses a previous revaluation in which
case it will be charged to equity.

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. Such reversal is taken to the income
statement unless the asset is carried at revalued amount in which case, such reversal is treated as a
revaluation increase. However, the increased carrying amount is only recognised to the extent it does not
exceed what the carrying amount, net of depreciation, that would have been had the impairment loss not
been recognised. Impairment loss on goodwill is not reversed in a subsequent period.

(n) Financial instruments


Financial instruments are recognised in the balance sheet when the Group has become a party to the
contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a
liability, are reported as expense or income. Distributions to holders of financial instruments classified as
equity are charged directly to equity. Financial instruments are offset when the Group has a legally
enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the
liability simultaneously.

(i) Receivables
Receivables are stated at anticipated realisable value. Specific provisions are made for debts, which
have been identified, as bad or doubtful.

(ii) Payables
Payables are carried at cost which is the fair value of the consideration to be paid in the future for
goods and services received, whether or not billed to the Group.

110
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(n) Financial instruments (cont’d.)

(iii) Interest-bearing borrowings


Interest-bearing bank loans are recorded at the amount of proceeds received.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use
or sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially
ready for their intended use or sale.

The amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation
rate which is the weighted average of the borrowing costs applicable to the Group’s borrowings that
are outstanding during the year, other than borrowings made specifically for the purpose of obtaining
another qualifying asset. For borrowings made specifically for the purpose of obtaining a qualifying
asset, the amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on
that borrowing during the period less any investment income on the temporary investment of that
borrowing.

All other borrowing costs are recognised as an expense in the income statement in the period in which
they are incurred.

(iv) Cash and cash equivalents


For the purpose of cash flow statement, cash and cash equivalents consist of cash on hand, balances and
deposits with banks and short term highly liquid investments which have an insignificant risk of changes
in value, net of outstanding bank overdraft.

(v) Equity instruments


Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the
period in which they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax.
Equity transaction costs comprise only those incremental external costs directly attributable to the
equity transaction which would otherwise have been avoided.

111
Notes to the financial statements

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(n) Financial instruments (cont’d.)

(vi) Foreign exchange contracts


The Group uses foreign exchange forward contracts to hedge risks associated primarily with foreign
currency fluctuations. The underlying foreign currency assets or liabilities are translated at their
respective hedged exchange rates and all exchange gains or losses are recognised as income or
expense in the income statement in the same period as the exchange differences on the underlying
hedged items. Exchange gains and losses arising on contracts entered into as hedges of anticipated
future transactions are deferred until the date of such transactions, at which time they are included
in the measurement of such transactions.

It is the Group’s policy not to trade in derivative financial instruments. Details of foreign exchange
forward contracts entered into by the Group are recorded as off-balance sheet items at their notional
principal amounts.

(o) Properties held for development


Properties held for development are stated at cost less provision for foreseeable losses. The cost of
properties held for development includes cost of land and construction, related overhead expenditure and
financing charges incurred up to the completion of construction.

Allowance for foreseeable losses of property held for development is made when it is anticipated that the
net realisable value has fallen below cost.

Properties held for development when completed are transferred to investment properties when they
are ready for their intended use.

112
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.2 Summary of significant accounting policies (cont’d.)

(p) Non current assets held for sale


Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use. This condition is regarded as met only
when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present
condition subject only to terms that are usual and customary.

Immediately before classification as held for sale, the measurement of the non current assets (or all the
assets and liabilities in a disposal group) is brought up-to-date in accordance with applicable FRSs. Then,
on initial classification as held for sale, non-current assets or disposal groups (other than investment
properties, deferred tax assets, employee benefits assets, financial assets and inventories) are measured
in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences
are included in profit or loss.

A component of the group is classified as a discontinued operation when the criteria to be classified as held
for sale have been met or it has been disposed of and such a component represents a separate major line
of business or geographical area of operations, is part of a single co-ordinated major line of business or
geographical area of operations or is a subsidiary acquired exclusively with a view to resale.

2.3 New Standards and Interpretations that are not yet effective

Effective for financial
FRSs, Amendments to FRSs and IC Interpretations periods beginning on or after

FRS 4 Insurance Contracts 1 January 2010


FRS 7 Financial Instruments: Disclosures 1 January 2010
FRS 8 Operating segments 1 July 2009
FRS 101 Presentation of Financial Statements (Revised) 1 January 2010
FRS 123 Borrowing Costs (Revised) 1 January 2010
FRS 139 Financial Instruments: Recognition & Measurement 1 January 2010

Amendments:
FRS 1 First time Adoption of Financial Reporting Standards 1 January 2010
FRS 2 Share based Payment: Vesting Conditions and Cancellations 1 January 2010
FRS 7 Financial Instruments: Disclosures 1 January 2010
FRS 127 Consolidated and Separate Financial Statements: Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or Associate 1 January 2010
FRS 132 Financial Instruments: Presentation 1 January 2010
FRS 139 Financial Instruments: Recognition and Measurement 1 January 2010

113
Notes to the financial statements

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.3 New Standards and Interpretations that are not yet effective (cont’d.)

Effective for financial
FRSs, Amendments to FRSs and IC Interpretations (cont’d.) periods beginning on or after

Amendments (cont’d.):
IC Interpretation 9: Reassessment of Embedded Derivatives 1 January 2010
IC Interpretation 10: Interim Financial Reporting & Impairment 1 January 2010
IC Interpretation 11: FRS 2 - Group and Treasury Share Transactions 1 January 2010
IC Interpretation 13: Customer Loyalty Programmes 1 January 2010
IC Interpretation 14: FRS 119 - The Limit on Defined Benefit Assets,
Minimum Funding Requirement and their Interaction 1 January 2010

Improvement to FRSs (2009):


FRS 5 Non-current Assets Held for Sale and Discontinued Operations 1 January 2010
FRS 7 Financial Instruments: Disclosure 1 January 2010
FRS 8 Operating Segments 1 January 2010
FRS 101 Presentation of Financial Statements (as revised in 2009) 1 January 2010
FRS 107 Statement of Cash Flows 1 January 2010
FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors 1 January 2010
FRS 110 Events after the Reporting Period 1 January 2010
FRS 116 Property, Plant and Equipment 1 January 2010
FRS 117 Leases 1 January 2010
FRS 118 Revenue 1 January 2010
FRS 119 Employee Benefits 1 January 2010
FRS 120 Accounting for Government Grants and Disclosure of Government Assistance 1 January 2010
FRS 123 Borrowing Cost 1 January 2010
FRS 127 Consolidated and Separate Financial Statements 1 January 2010
FRS 128 Investment in Associates 1 January 2010
FRS 129 Financial Reporting in Hyperinflationary Economies 1 January 2010
FRS 131 Interests in Joint Ventures 1 January 2010
FRS 134 Interim Financial Reporting 1 January 2010
FRS 136 Impairment of Assets 1 January 2010
FRS 138 Intangible Assets 1 January 2010
FRS 139 Financial Instruments: Recognition and Measurement 1 January 2010
FRS 140 Investment Property 1 January 2010

The adoptions of the above FRSs and Interpretations upon their effective dates are not expected to have any
significant impact on the financial statements of the Group, except for changes arising from the adoption of
FRS 7 and FRS139. The Group is exempted from disclosing the possible impact, if any, to the financial statements
upon its initial application of FRS 7 and FRS 139.

114
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.4 Significant accounting estimates and judgements


Estimate and assumptions concerning the future are made in the preparation of the financial 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 significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed below.

(i) Impairment of goodwill and brand


The Group determines whether goodwill and brand are impaired 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
brand are allocated. Estimating the value-in-use requires the Group to make an estimate of the
expected future cash flows from the cash-generating unit and also to choose a suitable discount rate
in order to calculate the present value of those cash flows. The carrying amount of the goodwill and
brand at balance sheet date is disclosed in Note 13.

(ii) Income taxes


The Group has exposure to income taxes in numerous jurisdictions. Significant estimate 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 final 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.

115
Notes to the financial statements

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

2.4 Significant accounting estimates and judgements (cont’d.)

(a) Key sources of estimation uncertainty (cont’d.)

(iii) Property development revenue recognition


The Group recognises property development revenue based on the percentage of completion
method. The stage of completion is measured in accordance with the accounting policy stated in
Note 2.2(e). Significant assumption is required in determining the percentage of completion, the
extent of the contract cost incurred, the estimated total contract revenue and contract cost and
the recoverability of the contracts. In making the assumption, the Group relies on past experience and
the work of specialists.

(iv) Impairment of property, plant and equipment


During the current financial year, the Group has recognised impairment losses in respect of a subsidiary’s
property, plant and equipment. The Group carried out the impairment test based on a variety of
estimation including the value-in-use of the CGU to which the property, plant and equipment are
allocated. Estimating the value-in-use requires the Group to make an estimate of the expected future
cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present
value of those cash flows. Further details of the impairment losses recognised are disclosed in Note 5(a).

(v) Depreciation of plant and machinery


Plant and machinery are depreciated on a straight-line basis over their estimated useful lives.
Management estimates the useful lives of these plant and machinery to be within 7 to 13 years.
Changes in the expected level of usage and technological developments could impact the economic
useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(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
significant effect on the amounts recognised in the financial statements, apart from those involving
estimates.

116
3. REVENUE

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
(restated)

Sale of goods (i) 3,674,094 3,639,195 - -


Sale of properties (ii) 62,873 34,961 - -
Dividends - - 180,200 175,000
Others 96 60 - -

3,737,063 3,674,216 180,200 175,000

(i) Sale of goods represents invoiced value of goods delivered, net of discounts and returns.
(ii) Revenue on properties developed for sale, i.e. the proportion of sale proceeds based on the percentage
completion method.

4. INTEREST EXPENSE AND INTEREST INCOME

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Interest expense
Bank borrowings (17,259) (19,589) - (2,448)
Subsidiaries - - - (787)
Security deposits by customers (403) - - -

(17,662) (19,589) - (3,235)

Interest income
Bank deposits 3,392 1,976 90 134
Subsidiaries - - 1,434 1,397
Others 100 635 - -

3,492 2,611 1,524 1,531

117
Notes to the financial statements

5. PROFIT BEFORE TAXATION

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

(a) This is arrived at after charging

Auditors’ remuneration
Statutory audits
- current 734 923 33 30
- under provision of prior year - - - 3
Other services 65 65 - -
Amortisation of intangible assets (Note 13) 3,360 2,711 - -
Amortisation of prepaid land
lease payment (Note 10) 1,772 1,244 - -
Depreciation of property,
plant and equipment (Note 9) 120,616 111,404 - -
Impairment loss on property,
plant and equipment (Note 9) 4,417 1,937 - -
Inventories writen off 16,431 16,872 - -
Key executives officers
- Salary and allowances 4,910 4,666 - -
- EPF 965 888 - -
- Bonus 3,255 2,072 - -
- Benefit-in-kinds 182 159 - -
- Share option expenses 246 127 - -
Management fee to Fraser &
Neave (Malaya) Sdn Bhd - - 300 300
Provision for doubtful debts 3,693 3,644 - -
Provision for retirement benefits (Note 23) 3,885 2,759 - -
Rental expense of premises 16,184 20,684 - -
Rental expense of equipment 4,512 5,714 - -
Royalties 72,022 74,062 - -
Staff costs (excluding key executives officers)
- Salary, allowances and bonus 255,882 243,262 - -
- EPF 21,907 18,956 - -
- Share option expenses 1,532 455 - -
Write-down of inventories 12,225 6,709 - -
Loss on disposal of property,
plant and equipment 3,189 2,840 - -

118
5. PROFIT BEFORE TAXATION (cont’d.)
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

(a) This is arrived at after charging (cont’d.)

Property, plant and equipment written off 209 - - -


Retrenchment cost from restructuring 4,093 1,893 - -
Retrenchment cost from plant closure* 7,920 - - -
Plant and equipment & inventory
written/disposed off due to plant closure* 5,596 - - -
Relocation cost 5,295 - - -
Foreign exchange loss 1,348 3,709 - -

* Costs in 2009 relating to the closure of the glass packaging plant in Jalan Kilang, Petaling Jaya.

This is arrived at after crediting:

Dividend income from subsidiaries - - 180,200 175,000


Provision for doubtful debts write-back 1,844 7,355 - -
Provision for obsolete stocks write-back - 1,471 - -
Reserve on consolidation arising from
acquisition of the remaining minority
interest of a subsidiary (Note 12) - 180 - -
Impairment loss on property, plant and
equipment written back (Note 9) 1,455 3,203 - -
Foreign exchange gain 1,924 1,769 1,651 2
Rental income of premises 540 592 - -

(b) Directors remuneration

The aggregate remuneration of the directors of the Company is as follows:

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Executive Director
- Fees - 11 - -
- Salary and bonus 1,927 1,748 - -
- EPF 366 329 - -
- Benefits in kind 35 36 - -
- Share option expenses 71 29 - -
Non - Executive Directors
- Fees 802 767 624 581
- Benefits in kind 35 36 - -

119
Notes to the financial statements

5. Profit before taxation (cont’d.)



(b) Directors remuneration (cont’d.)
The number of directors of the Company whose total remuneration fell within the following ranges:

2009 2008
Non- Non-
Range of Executive Executive Executive Executive
Remuneration (RM) Director Directors Director Directors

1 - 50,000 - 2 - 2
50,001 - 100,000 - 7 - 6
100,001 - 150,000 - 2 - 2
2,150,000 - 2,200,000 - - 1 -
2,350,000 - 2,400,000 1 - - -

6. Income tax expense

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Current income tax:


- Malaysian income tax 64,296 53,233 13,375 14,674
- Foreign tax 21,571 13,142 - -
(Over)/Under provision in prior years
- Malaysian income tax (641) (446) - (659)
- Foreign tax 409 (1,444) - -

85,635 64,485 13,375 14,015

Deferred tax:
Relating to reversal and origination
of temporary differences (27,230) (5,166) - -
Relating to changes in tax rates (1,044) (1,109) - -
(Over)/Under provision in prior years (506) 1,731 - 654

(28,780) (4,544) - 654

56,855 59,941 13,375 14,669

Domestic current income tax is calculated at the Malaysian statutory tax rate of 25% (2008: 26%) of the estimated
assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective
jurisdictions.

120
6. INCOME TAX EXPENSE (cont’d.)
Reconciliations of income tax expense applicable to profit before taxation at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and of the Company are as follows:

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Profit before taxation 299,777 239,672 181,788 171,655

Taxation at Malaysian statutory tax rate of 25% (2008: 26%) 74,944 62,315 45,447 44,630
Different tax rates in other countries 814 1,204 - -
Effect of income subject to tax at 20% - (48) - -
Income not subject to tax (tax incentives/ exemption) (2,437) (5,710) (32,072) (30,119)
Expenses not deductible for tax purposes 7,397 3,448 - 105
Utilisation of previously unrecognised tax losses (17) - - -
Deferred tax assets recognised (22,064) - - -
(Over)/Underprovision in prior years
- Income tax (232) (1,890) - (601)
- Deferred tax (506) 1,731 - 654
- Adjustment due to change in tax rate (1,044) (1,109) - -

Tax expense for the year 56,855 59,941 13,375 14,669

Reinvestment allowances not recognised of RM12,908,000 (2008: RM12,311,000) are available for offset against
future taxable profit of the subsidiaries in which those items arose.

During the financial year, the Group received approvals for the following tax incentives:

(a) A subsidiary of the Company, F&N Dairies (Thailand) Limited (“FNDT”) received approval for the Investment
Promotion Incentive from the Board of Investment, Thailand in the form of tax exemption for the new dairies
factory in Rojana, Thailand in relation to qualifying expenditure for approved products covering sterilized
milk, evaporated milk and sweetened condensed beverage creamer. The amount of tax waived under the
incentive scheme is approximately RM80 million depending on the amount of qualifying capital expenditure.
The waiver can be utilized for set off against tax payable on the profits from the approved products categories
over the next 7 years; and

(b) A subsidiary of the Company, PML Dairies Sdn Bhd (“PMLD”) received approval for the Halal Industry Development
Corporation Incentive from the Ministry of Finance in the form similar to Investment Tax Allowance for the new dairy
factory in Selangor Halal Hub, Pulau Indah, Port Klang in respect of qualifying expenditure incurred for a period of
5 years for approved products covering sweetened condensed milk, evaporated milk, sterilized milk, pasteurized
milk and pasteurized juice. The allowance can be used for set off against 100% statutory income and the amount
can be carried forward until it is fully utilized. The amount of qualifying expenditure is currently expected to be in the
region of RM250 million, and estimated tax savings would amount to RM63 million.

FNDT will enjoy the tax exemption effective next financial year. However, PMLD will only be able to enjoy the
benefit on the completion of the plant, currently targeted to be in financial year ending 30 September 2012.
The exact quantum of benefit cannot be accurately determined at this point of time, as it is dependent on the
future profitability of the approved products and the final quantum of the approved expenditure. These incentives
are expected to lower the Group’s future effective tax rate.

121
Notes to the financial statements

7. EARNINGS PER SHARE

(a) Basic earnings per share


Basic earnings per share is computed by dividing the Group attributable profit to shareholders of the Company
by the weighted average number of ordinary share in issue during the year.

Group
2009 2008
RM’000 RM’000

Group attributable profit to the shareholders of the Company 224,432 166,845

No of shares

Issued capital net of treasury shares 356,256 356,256


Earnings per share (sen) 63.0 46.8

(b) Diluted earnings per share


Diluted earnings per share attributable to equity holders of the Company is calculated by dividing the
consolidated net profit for the year attributable to ordinary equity holders by the issued capital net of treasury
shares of the Company, adjusted for the dilutive effects of potential ordinary shares, i.e. share options granted
pursuant to the ESOS.

Group
2009 2008
RM’000 RM’000

Group attributable profit to the shareholders of the Company 224,432 166,845

There were no changes to the group attributable profit arising from the dilutive effect of share options.

No of shares

Number of shares used to compute diluted earnings per share 356,699 356,424
Diluted earnings per share (sen) 62.9 46.8

122
8. DIVIDENDS

Group and Company


Net per share Amount
sen RM’000

2009
Final dividend in respect of financial year 2008 22.5 80,158
Interim dividend 12.8 45,423

125,581

2008
Final dividend in respect of financial year 2007 22.2 79,093
Interim dividend 12.6 44,817
Special dividend 5.0 17,813

141,723

At the forthcoming Annual General Meeting, a final dividend of 4 sen less taxation and 21 sen tax exempt
dividend together with a bonus tax exempt dividend of 5 sen a mounting to RM103.3 million (2008: RM80.1 Million)
in respect of the current financial year on 356,256,101 (2008: 356,256,301) ordinary shares will be proposed for
shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend.
Such dividend, if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation
of retained earnings in the financial year ending 30 September 2010.

9. Property, plant and equipment

Freehold Plant & Work-in-


land Buildings machinery progress Others* Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Net Book Value

At 1 October 2008 89,493 174,092 465,380 78,218 121,881 929,064


Additions 9,597 7,168 10,007 235,548 33,583 295,903
Transfers - 37 - (679) 219 (423)
Disposals/write offs - (185) (9,012) - (1,794) (10,991)
Reclassification 7,767 (3,012) 97,736 (92,356) (12,324) (2,189)
Depreciation - (5,739) (84,944) (69) (29,864) (120,616)
Impairment losses - (986) (2,746) - (685) (4,417)
Write-back of impairment loss - 246 481 - 728 1,455
Exchange differences 678 1,007 8,536 4,016 349 14,586

At 30 September 2009 107,535 172,628 485,438 224,678 112,093 1,102,372

123
Notes to the financial statements

9. PROPERTY, PLANT AND EQUIPMENT (cont’d.)

Freehold Plant & Work-in-


land Buildings machinery progress Others* Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 30 September 2009

Cost 104,987 228,521 1,089,920 225,322 315,541 1,964,291
Valuation - 1983 2,548 1,350 - - - 3,898
Accumulated depreciation - (56,167) (594,289) (543) (202,480) (853,479)
Accumulated impairment loss - (1,076) (10,193) (101) (968) (12,338)

Net book value 107,535 172,628 485,438 224,678 112,093 1,102,372

At 30 September 2008

Cost 86,945 226,636 1,100,987 78,793 325,040 1,818,401


Valuation - 1983 2,548 1,350 - - - 3,898
Accumulated depreciation - (53,558) (627,734) (474) (202,143) (883,909)
Accumulated impairment loss - (336) (7,873) (101) (1,016) (9,326)

Net book value 89,493 174,092 465,380 78,218 121,881 929,064

Depreciation charged - 2008 - (5,229) (74,000) - (32,175) (111,404)

At 30 September 2007

Cost 87,617 233,798 904,321 123,438 301,680 1,650,854


Valuation - 1983 2,548 1,350 - - - 3,898
Accumulated depreciation - (48,208) (559,115) (406) (192,104) (799,833)

Net book value 90,165 186,940 345,206 123,032 109,576 854,919

Depreciation charged - 2007 - (4,619) (56,610) - (23,746) (84,975)

Certain freehold land and buildings of the Group are stated at directors’ valuation and are based on a professional
valuer’s opinion of the open market value of the properties in 1983. In accordance with the transitional provision
allowed by FRS116 2004 - Property, Plant and Equipment by virtue of which a reporting enterprise is allowed to retain
revalued amounts on the basis of their previous revaluations, and they continue to be stated at their existing carrying
amounts less depreciation.

*Others comprise postmix and vending machines, motor vehicles, furniture, fittings and computer equipment.

124
9. PROPERTY, PLANT AND EQUIPMENT (cont’d.)

The net book value of property, plant and equipment pledged to financial institutions as security for the term
loans, as referred to Note 22 to the financial statements, is as follows:

Group
2009 2008
RM’000 RM’000

Freehold land 10,666 10,357


Buildings 24,510 23,031
Plant and machinery 98,177 107,110
Work-in-progress 1,947 328
Others 808 1,611

136,108 142,437

The net book value of buildings stated at valuation had they been stated at cost less depreciation, in respect
of the Group, is as follows:

Group
2009 2008
RM’000 RM’000

Buildings 486 555
Freehold land 542 542

10. PREPAID LAND LEASE PAYMENTS



Group
2009 2008
RM’000 RM’000

At 1 October 2008/2007 83,806 55,581


Additions 129 29,469
Reclassifications (6,325) -
Amortisation for the year (1,772) (1,244)

At 30 September 75,838 83,806

Analysed as:
Long term leasehold land 74,066 82,562
Short term leasehold land 1,772 1,244

75,838 83,806

125
Notes to the financial statements

11. PROPERTIES HELD FOR DEVELOPMENT

Group
2009 2008
RM’000 RM’000

Properties held for development comprise:


Freehold land 8,835 3,698
Building 20,748 9,788
Development costs 1,548 621
Interest costs 656 98

31,787 14,205

12. INVESTMENTS IN SUBSIDIARIES

Company
2009 2008
RM’000 RM’000

Unquoted shares at cost:


- Ordinary shares (a), (b) 719,021 619,985
Less: Pre-acquisition dividend received (152,735) (54,477)

566,286 565,508
- Redeemable non-cumulative convertible
preference shares (“RNCCPS”) (c) 295,930 143,605

862,216 709,113

The details of the subsidiaries are set out in Note 33 to the financial statements.

126
12. INVESTMENTS IN SUBSIDIARIES (cont’d.)

During the year, the following events took place:

(a) On 7 September 2009, the Company had completed the acquisition of the remaining 10% equity interest of
F&NCC Beverages Sdn Bhd (“F&NCCB”) and F&N Coca-Cola (Malaysia) Sdn Bhd (“F&NCC(M)”) at the
total purchase price of RM78.8 million. As a result, F&NCCB and F&NCC(M) are now wholly owned subsidiaries
of the Company.

The carrying values of the assets and liabilities assumed from the acquisition of the remaining minority interest
of the subsidiaries were as follows:

RM’000

Property, plant and equipment 28,787


Inventories 10,648
Trade and other receivables 34,262
Cash and bank balances 9,581
Trade and other payables (42,583)
Deferred taxation (1,196)

Carrying value of net assets 39,499

Group’s share of net assets 39,499


Goodwill on acquisitions (Note 13) 39,538

Cost of acquisitions (inclusive of stamp duty) 79,037

(b) A capital injection into PML Dairies Sdn Bhd was made by the Company in cash during the year of RM19,999,998
representing 19,999,998 ordinary shares of RM1 each, for working capital purposes. The equity interest in PML
Dairies Sdn Bhd remained unchange.

(c) The Company subscribed for the entire RNCCPS in the following subsidiaries:

(i) 18,400 RNCCPS in Utas Mutiara Sdn Bhd at an issued price of RM1,000 per RNCCPS totalling to
RM18,400,000;

(ii) 17,700 RNCCPS in Nuvak Company Sdn Bhd at an issued price of RM1,000 per RNCCPS totalling to
RM17,700,000;

(iii) 14,000 RNCCPS in PML Dairies Sdn Bhd at an issued price of RM1,000 per RNCCPS totalling to
RM14,000,000; and

(iv) 102,225 RNCCPS in Malaya Glass Products Sdn Bhd at an issued price of RM1,000 per RNCCPS totalling
to RM102,225,000.

127
Notes to the financial statements

13. INTANGIBLE ASSETS

Computer
Goodwill Brand Software Total
RM’000 RM’000 RM’000 RM’000

Group

Cost
At 1 October 2007 6,391 73,502 22,145 102,038
Currency realignment - 1,868 - 1,868
Addition - - 2,293 2,293
Write-off - - (1,294) (1,294)

At 30 September 2008 6,391 75,370 23,144 104,905

Addition (Note 12) 39,538 - 1,715 41,253


Reclassification - - 754 754

At 30 September 2009 45,929 75,370 25,613 146,912

Accumulated amortisation

At 1 October 2007 - - 10,326 10,326


Amortisation for the year - - 2,711 2,711
Write-off - - (1,294) (1,294)

At 30 September 2008 - - 11,743 11,743


Amortisation for the year - - 3,360 3,360
Reclassification - - 159 159

At 30 September 2009 - - 15,262 15,262

Net carrying amount

At 30 September 2009 45,929 75,370 10,351 131,650



At 30 September 2008 6,391 75,370 11,401 93,162

128
13. INTANGIBLE ASSETS (cont’d.)

(a) Allocation of goodwill, brand and computer software
Goodwill, brand and computer software have been allocated to the Group’s cash generating units identified
according to country of operation and business segment as follows:

Computer
Goodwill Brand Software Total
RM’000 RM’000 RM’000 RM’000

At 30 September 2009
Dairy products 6,391 75,370 253 82,014
Soft drinks 39,538 - 442 39,980
Glass packaging - - 442 442
Property/Others - - 9,214 9,214

45,929 75,370 10,351 131,650

(b) Key assumptions used in value in use calculations

(i) Goodwill
Goodwill is allocated for impairment testing purposes to the individual entity which is also the cash
generating unit. The value in use calculations apply a discounted cash flow model using cash flow
projections based on financial budgets approved by management covering 5 year period.

The terminal growth rate used does not exceed the long term average growth rate of the respective industry.

The discount rates applied to the cash flow projections are derived from the cost of capital plus a
reasonable risk premium at the date of assessment of the respective cash generating units.

No impairment loss is required for the goodwill assessed as their recoverable values are in excess of their
carrying values.

(ii) Brand
The recoverable amount of brand is based on its value in use. No impairment loss is required for the brand
as its recoverable value is in excess of its carrying value.

Value in use is determined by discounting the future cash flows generated from the continuing use of the
brand and is based on the following key assumptions:
- Cash flows are projected based on the actual operating results and the five year business plan;
- The discount rates applied to the cash flow projections are derived from the weighted average cost
of capital of the Group plus a reasonable risk premium;
- The growth of the range of products bearing the brand is 1%; and
- The size of operation will remain at least or not lower than the current results.

The key assumptions represent management’s assessment of future trends in sweetened condensed milk
industry and are based on both external sources and internal sources (historical data).

129
Notes to the financial statements

13. INTANGIBLE ASSETS (cont’d.)


(c) Sensitivity to changes in assumption
With regard to the assessment of value in use of these CGU, management believes that no reasonably
possible changes in any of the key assumptions would cause the carrying values of these units to differ materially
from their recoverable amounts except for the changes in the prevailing operating environment which impact
is not ascertainable.

14. PROPERTY DEVELOPMENT COSTS


Group
Freehold Development
land cost Total
RM’000 RM’000 RM’000

2009
Cumulative property development costs
At 1 October 2008 132,628 214,289 346,917
Costs incurred during the year - 92,776 92,776
Transfer to property held for development (5,138) (12,445) (17,583)
Reversal of completed project (36,825) (109,513) (146,338)

At 30 September 2009 90,665 185,107 275,772

Cumulative costs recognised in income statement


At 1 October 2008 (76,697) (117,744) (194,441)
Recognised during the year (5,266) (50,049) (55,315)
Reversal of completed projects 70,000 76,338 146,338

At 30 September 2009 (11,963) (91,455) (103,418)

Property development costs at 30 September 2009 78,702 93,652 172,354

2008
Cumulative property development costs
At 1 October 2007 130,065 156,503 286,568
Costs incurred during the year 6,261 69,651 75,912
Transfer to property, plant and equipment - (1,358) (1,358)
Transfer to property held for development (3,698) (10,507) (14,205)

At 30 September 2008 132,628 214,289 346,917

Cumulative costs recognised in income statement


At 1 October 2007 (72,976) (98,042) (171,018)
Recognised during the year (3,721) (19,702) (23,423)

At 30 September 2008 (76,697) (117,744) (194,441)

Property development costs at 30 September 2008 55,931 96,545 152,476

Interest capitalised was RM5.8 million (2008: RM1.2 million).

130
15. INVENTORIES
Group
2009 2008
RM’000 RM’000

At cost
Manufactured inventories 122,960 145,928
Raw materials 76,314 133,226
Packaging materials 37,125 31,575
Engineering and other inventories 103,832 77,833

340,231 388,562

At net realisable value


Manufactured inventories 109,198 37,416
Raw materials 19,109 -
Packaging materials 6,526 -
Engineering and other inventories 7,241 11,882

142,074 49,298

Total Inventories 482,305 437,860

The cost of inventories recognised as an expense during the financial year in the Group amounted to RM2,494 million
(2008: RM2,442 million).

16. RECEIVABLES
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Trade receivables 465,191 520,855 - -


Provision for doubtful debts (5,358) (5,574) - -

459,833 515,281 - -
Progress billings in respect of
property development costs 4,411 3,494 - -

464,244 518,775 - -
Other receivables
- Prepayments 5,382 6,717 6 -
- Deposits 5,174 4,584 - 4
- Tax recoverable 11,897 19,102 2,263 1,836
- Others 30,177 23,725 - 117,201

52,630 54,128 2,269 119,041


Amount due from related parties:
Subsidiaries - - 148,405 140,987
Related companies 27,693 44,474 - -
Holding company - 16 - -

544,567 617,393 150,674 260,028

131
Notes to the financial statements

16. RECEIVABLES (cont’d.)

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

The currency profile is as follows:


- Ringgit Malaysia 358,107 372,697 3,837 260,028
- US Dollar 21,578 68,481 - -
- Renminbi 26,643 21,547 - -
- Vietnam Dong 22,899 6,950 - -
- Singapore Dollar 28,912 18,156 - -
- Thai Baht 84,448 126,332 146,837 -
- Others 1,980 3,230 - -

544,567 617,393 150,674 260,028

The amounts due from subsidiary are unsecured, repayable on demand and bear interest at 5.2% (2008: 4.2%).
Subsequent to year end, an amount of RM146.7 million was converted to a zero coupon bond arrangement.
The nominal value was Thai Baht 2,000 million and subject to interest at 5.2%. The tenure of the bond is 7 years
commencing 1 October 2009.

The amounts due from related companies are trade in nature and non-interest bearing.

The Group has no significant concentration of credit risk that may arise from exposures to a single receivable or
to groups of receivables. The Group’s normal trade credit terms for trade receivables are 30 to 90 days (2008: 30
to 90 days). Other credit terms are assessed and approved on a case-by-case basis.

132
17. CASH AND CASH EQUIVALENTS

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Fixed deposits with foreign licensed banks 19,641 14,082 - -


Cash and bank balances 168,212 169,561 2,034 619

187,853 183,643 2,034 619



The currency profile is as follows:
- Ringgit Malaysia 129,768 136,073 2,034 619
- US Dollar 23,931 18,692 - -
- Renminbi 14,603 4,914 - -
- Thai Baht 5,673 8,714 - -
- Vietnam Dong 7,647 10,604 - -
- Others 6,231 4,646 - -

187,853 183,643 2,034 619

The weighted average interest rates during the financial year and the average maturities of deposits at
30 September 2009 were as follows:

Weighted Average Average Maturities
2009 2008 2009 2008
% % Days Days

Foreign licensed banks 4.0 2.0 69 14


18. NON-CURRENT ASSETS HELD FOR SALE

Group
2009 2008
RM’000 RM’000

At carrying value:
Building 3,646 -
Leasehold land 6,537 -

10,183 -

The assets held for sale relate to land and building which are available for sale following the closure of the glass
packaging plant in Jalan Kilang, Petaling Jaya.

133
Notes to the financial statements

19. SHARE CAPITAL

Group and Company


2009 2008
RM’000 RM’000

Authorised:
500,000,000 ordinary shares of RM1 each 500,000 500,000

Issued and fully paid:


356,493,101 ordinary shares of RM1 each 356,493 356,493

As at 30 September 2009, the issued and paid up capital comprises 356,493,101 ordinary shares of RM1.00 each,
of which 237,000 (2008: 236,800) ordinary shares are held as treasury shares.

20. TREASURY SHARES

The shareholders of the Company granted authority to the directors at the Extraordinary General Meeting held
on 5 April 2007 to repurchase the Company’s shares from the open market. During the financial year, the Company
repurchased a further 200 of its issued ordinary shares from the open market at an average price of RM8.83
per share. The total consideration paid for the repurchase was RM1,848 comprising consideration paid amounting
to RM1,765 and transaction costs of RM83. The repurchase transactions were financed by internally generated
funds. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies
Act, 1965.

Movement of shares repurchased

Group and Company


Number of
shares
’000 RM’000

At 1 October 2007 165 1,168
Treasury shares purchased 72 542
Transaction costs - 3

At 30 September 2008 237 1,713
Treasury shares purchased * 2
Transaction costs - **

At 30 September 2009 237 1,715

* 200 shares
** RM83

134
21. RESERVES

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Non-distributable:
Share premium 339,990 339,990 339,990 339,990
Capital reserve 2,130 2,130 - -
Foreign exchange reserve 36,603 25,994 - -
Executives’ share option reserve (Note c) 2,114 582 2,114 582

380,837 368,696 342,104 340,572

Distributable:
Capital reserve (Note a) 15,897 15,897 15,897 15,897
Retained earnings (Note b) 541,632 442,781 298,587 255,755

557,529 458,678 314,484 271,652

Total reserves 938,366 827,374 656,588 612,224


(a) This amount represents the proceeds from the issue of New Warrants 2001 in the Company to warrant holders
upon replacement of Warrants 2001 with New Warrants 2001.

(b) Prior to the year of assessment 2008, Malaysia companies adopted the full imputation system. In accordance
with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to
deduct tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted
from tax in the hands of the shareholders (“single tier system”). However, there is a transitional period of six
years, expiring on 31 December 2013, to allow companies to pay franked dividend to their shareholders under
limited circumstances. Companies also have an irrevocable option to disregard the 108 balance and opt to
pay dividends under the single tier system. The change in the tax legislation also provides for the 108 balance
to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.

The Company did not elect for the irrevocable option to disregard the 108 balance. Accordingly, during the
transitional period, the Company may utilise the credit in the 108 balance as at 30 September 2009 to distribute
cash dividend payments to ordinary shareholdings as defined under the Finance Act 2007. As at 30 September
2009, the Company has sufficient credit in the 108 balance and tax-exempt income to pay RM156.54 million
franked dividends out of its retained earnings. If the balance of the retained earnings of RM142.05 million were
to be distributed as dividends, the Company may distribute such dividends under the single tier system.

135
Notes to the financial statements

21. RESERVES (cont’d.)

(c) Details of the options granted to executives pursuants to the scheme are as follows:

Balance as at Option Balance as at Exercise Exercise


Offer date offer date lapsed 30.9.2009 price period

Option 2008 20.8.2010-


20.11.2007 2,705,900 (328,600) 2,377,300 RM7.77 19.10.2012

Option 2009 19.8.2011-


19.11.2008 2,916,100 (104,800) 2,811,300 RM8.46 18.10.2013

The main features of the Company’s ESOS are outlined below:-



- The maximum number of new ordinary shares of RM1.00 each in the Company which may be issued on
the exercise of the ESOS shall not exceed 10% of the issued and paid-up share capital of the Company at
any point of time throughout the duration of the ESOS.

- Eligible full-time executives of the Group and Executive Directors of the Company with at least one year
service shall be eligible to participate in the ESOS.

- The allotment to an Eligible Executive shall not exceed the maximum limits for any specific job grade in
any one financial year and 1,000,000 new shares of the Company during the tenure of the ESOS, subject
to the limits below:

(i) not more than 50% of the new shares of the Company available under the ESOS shall be allocated,
in aggregate, to the Directors and senior management of the Group; and

(ii) not more than 10% of the new shares of the Company available under the ESOS shall be allocated to
any individual Eligible Executive who, either singly or collectively through persons connected to that
Eligible Executive, holds 20% or more of the issued and paid-up share capital of the Company.

The option price shall be the five days weighted average market price of the Company’s shares as quoted on
Bursa Securities immediately preceding the date of the offer, or the par value of the shares of the Company,
whichever is the higher.

The ESOS shall be in force for a period of 10 years from the effective date for the implementation of the ESOS.

136
21. RESERVES (cont’d.)

(c) Details of the options granted to executives pursuants to the scheme are as follow (cont’d.):

The fair value of share options granted during the year as at the date of grant, is determined using the Binomial
valuation model, taking into account the terms and conditions upon which the options were granted.
The input to the model used are as follows:

2009 2008

Dividend yield (%) 4.12 4.40
Expected volatility (%) 17.15 14.33
Risk-free interest rate (%) 3.66 3.80
Expected life of option (years) 4.50 4.90
Share price at date of grant (RM) 8.50 7.80
Exercise share price (RM) 8.46 7.77

The expected life of the option is based on historical date and is not necessarily indicative of exercise pattern
that may occur. The expected volatility reflects the assumptions that the historical volatility is indicative of future
trends which may also not necessarily be the actual outcome.

22. BORROWINGS

Group
2009 2008
Currency RM’000 RM’000

Current:
Loans Thai Baht 96,935 71,965
Loans Renminbi 8,839 17,671
Commercial Papers RM 97,593 -

203,367 89,636

Non-current:
Term Loan Thai Baht 60,402 59,411
Medium Term Notes RM 300,000 300,000

360,402 359,411

563,769 449,047

The Thai Baht and Renminbi loans bear interest at 0.05% to 5.00% per annum (2008: 3.90% to 6.30%). The Thai Baht
and Renminbi loans are unsecured, except for an amount of Thai Baht loan of RM10,982,115 (2008:
RM19,803,589) and the Thai Baht term loan of RM60,401,632 (2008: RM59,410,767) are secured over property, plant
and machinery of certain subsidiary companies as disclosed in Note 9 to the financial statements.

137
Notes to the financial statements

22. BORROWINGS (cont’d.)


The borrowings are repayable over the following periods:

Group
2009 2008
RM’000 RM’000

Within one year 203,367 89,636
1 to 2 years 168,826 19,804
2 to 3 years 20,396 169,804
3 to 4 years 171,180 19,803
4 to 5 years - 150,000

563,769 449,047

Commercial Papers and Medium Term Notes Programme (“CP/MTN Programme”)

On 13 August 2008, F&N Capital Sdn Bhd (“FNC”), a wholly owned subsidiary of the Company, issued Medium Term
Notes (“MTN”) with a nominal value of RM300 million. On 17 August 2009, FNC further issued Commercial Papers
(“CP”) with a nominal value of RM100 million. The issuances are part of the CP/MTN Programme comprising the
following:

Instrument Total nominal Purpose


value (RM’ million)

CP/MTN 1,000 To fund capital expenditure and


refinance the existing bank
borrowings of the Group.

The CP/MTN was issued in 3 tranches as detailed below:

Type Tenure Nominal value (RM’ million)

Tranche 1 MTN 3 years 150


Tranche 2 MTN 5 years 150
Tranche 3 CP 12 months 100

The CP facility is available for 7 years from the date of the first issuance and shall be issued for maturities ranging
from 1, 3, 6, 9 or 12 months. The CP is subject to an interest rate of 2.72% per annum.

The MTN facility is available for 7 years from the date of the first issuance and shall be issued with maturities of more
than 1 year and up to 7 years, provided the final maturity of the MTN does not extend beyond the expiry date of
the facility. The MTN are subject to interests at an average rate of 5.175% per annum.

Direct costs incurred for issuance of the CP/MTN amounting to RM1.2 million were charged to the income statement
in the previous year. During the year, those direct recurring costs of the programme amounting to RM0.4 million
were also charged to income statement.

The CP/MTN is secured by an unconditional and irrevocable corporate guarantee from the Company.

138
23. PROVISION FOR RETIREMENT BENEFITS
Certain companies within the Group provide retirement benefits in accordance with agreements for their eligible
employees. The provisions are assessed in accordance with the advice of independent qualified actuaries using
the Projected Unit Credit Method. The schemes do not hold any physical assets but instead the Group makes
provision to cover the estimated retirement benefits liabilities.

Group
2009 2008
RM’000 RM’000

Present value of unfunded defined benefit obligations 36,642 36,675


Unrecognised actuarial gain/(losses) 341 (1,430)

Net liability 36,983 35,245

The amounts recognised in the income statement are as follows:


Current service cost 1,509 1,579
Interest cost 1,815 1,859
Net actuarial gain - (75)
Amortisation of unrecognised gain (89) -
Curtailment or settlement gain 784 -
Transition obligation recognised (134) (604)

Total (Note 5a) 3,885 2,759

Movements in the net liability in the current year were as follows:


At 1 October 2008/2007 35,245 35,138
Recognised in income statement (Note 5a) 3,885 2,759
Contribution paid (2,147) (2,652)

At 30 September 36,983 35,245

Principal actuarial assumptions used:

2009 2008
% %

Discount rate 5.50 - 6.50 5.75
Rate of increase in salaries 4.00 - 5.00 5.00
Mortality rate 0.03 - 0.59 0.03 - 0.59
Disability rate 0.00 - 0.92 0.00 - 0.92
Retirement at age of 55 1.00 1.00

Based on the latest available actuarial valuation carried out in 2009, the provision for retirement and service
benefits is considered sufficient to meet the actuarially determined value of vested benefits.

139
Notes to the financial statements

24. DEFERRED TAX ASSETS AND LIABILITIES

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

At 1 October 2008/2007 29,597 34,141 - 654


Recognised in income statement:
- property, plant and equipment (25,949) (10,000) - -
- tax losses and unabsorbed capital allowances 783 14 - (654)
- deferred income (2,092) 1,761 - -
- provisions (1,601) 3,176 - -
- tax effect on revaluation surplus 79 505 - -

At 30 September 817 29,597 - -

Deferred taxation is provided on temporary differences between the tax bases and carrying amounts of assets
and liabilities at the balance sheet date. The movements of deferred tax assets and liabilities during the financial
year are as follows:

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Deferred tax assets

At 1 October 2008/2007 (2,480) (5,411) - (654)


Recognised in income statement (18,513) 2,931 - 654

At 30 September (20,993) (2,480) - -




Deferred tax liabilities

At 1 October 2008/2007 32,077 39,552 - -


Recognised in income statement (10,267) (7,475) - -

At 30 September 21,810 32,077 - -

140
24. DEFERRED TAX ASSETS AND LIABILITIES (cont’d.)
The components of deferred tax assets and liabilities are as follows:

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Deferred tax assets


- Tax losses (532) (1,090) - -
- Provisions (17,311) (15,710) - -
- Deferred income (3,007) (915) - -
- Unabsorbed capital allowances (2) (227) - -

(20,852) (17,942) - -

Deferred tax liabilities


Subject to income tax:
- Property, plant and equipment 18,098 44,047 - -

Subject to capital gains tax:


- Revaluation surplus 3,571 3,492 - -

21,669 47,539 - -

817 29,597 - -


25. PAYABLES
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Trade payables 215,012 256,699 13 5


Other payables
- Accrued expenses 283,099 251,963 487 376
- Deposits 8,979 6,422 - -
- Sales tax 7,745 8,104 - -
- Staff costs 48,507 40,947 - -
- Others 94,246 59,984 - -

442,576 367,420 487 376

Subsidiaries - - 3,058 2,375


Related companies 38,495 32,051 - -
Holding company 427 - - -

696,510 656,170 3,558 2,756

141
Notes to the financial statements

25. PAYABLES (cont’d.)


Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

The currency profile is as follows:


- Ringgit Malaysia 480,046 387,262 3,558 2,756
- US Dollar 6,791 43,832 - -
- Renminbi 16,993 19,990 - -
- Thai Baht 134,469 128,677 - -
- Vietnam Dong 13,956 8,766 - -
- Singapore Dollar 42,251 60,730 - -
- Others 2,004 6,913 - -

696,510 656,170 3,558 2,756



The amounts due to related companies are trade in nature and non-interest bearing. The normal trade credit
terms granted to the Group for trade payables are 30 to 90 days (2008: 30 to 90 days).

The amounts due to subsidiaries are unsecured, have no fixed terms of repayment and are non-interest bearing.

26. CAPITAL COMMITMENTS


Group
2009 2008
RM’000 RM’000

Property, plant and equipment:


Amount approved and contracted for 87,300 55,867
Amount approved but not contracted for 446,492 699,192

533,792 755,059


27. LEASE COMMITMENTS
The balance of the non-cancellable operating lease rentals payable under rental agreements are as follows:

Group
2009 2008
RM’000 RM’000

Within one year 31,887 28,532


Between one and five years 13,462 29,287
After five years 1,168 1,185

46,517 59,004

142
28. SIGNIFICANT RELATED PARTY TRANSACTIONS

The significant related party transactions of the Group other than key management personnel compensation are
as follows:

Group
2009 2008
RM’000 RM’000

Royalties paid to the holding company 1,901 1,946

Related parties*:
Royalties paid 31,581 30,442
Purchase of finished goods 17,764 19,439
Purchase of raw materials 22,035 22,950
Purchase of concentrates 126,632 104,021
Payment of corporate services 3,067 2,688
Sales of finished goods 171,727 196,542

Company
2009 2008
RM’000 RM’000

Subsidiaries:
Dividend income received 180,200 175,000
Interest income received 1,434 1,397
Interest expense paid - 787

* Related parties are subsidiaries within the Fraser and Neave, Limited.

These transactions were based on agreed fees or terms determined on commercial basis.

29. SIGNIFICANT EVENTS

(a) On 18 February 2009, the Company announced that the Bottler’s/Distributor’s Agreements (jointly, the
“Agreements”) between its subsidiaries, F&NCCB and F&NCC(M) and The Coca-Cola Company (“Coca-Cola”)
will expire on 26 January 2010 and that Coca-Cola does not intend to renew the Agreements upon expiry.

On 30 June 2009, the Company announced that F&NCCB and F&NCC(M) have entered into a Transition
Agreement with Coca-Cola which will take effect from the expiry of the Agreements on 26 January 2010 for
another 20 months until 30 September 2011, with some modification of terms.

143
Notes to the financial statements

29. SIGNIFICANT EVENTS (cont’d.)

The Transition Agreement further provides that:

i) F&NCCB and F&NCC(M) will continue to enjoy the existing bottling and distribution exclusivity on “Coca-Cola”
and “Sprite” in Malaysia until 30 September 2011.

ii) F&NCCB and F&NCC(M) are entitled to launch new brands or categories (except cola and lemon-lime
carbonated soft drinks) from 27 January 2010 for both domestic and export markets; and

iii) Coca-Cola will be entitled to independently pursue opportunities in categories other than isotonic
beverages and fruit flavoured carbonated soft drinks in Malaysia from 27 January 2010.

The existing business contribution from the Coke franchise will remain intact throughout the term of this Transition
Agreement.

These 20-month arrangements will give F&NCCB, F&NCC(M) and Coca-Cola time to prepare and gear up their
respective organizations for the future. The Transition Agreement provides for a smooth transition of business and
seeks to minimize any supply disruption to customers and distributors.

(b) On 30 June 2009, the Company announced that it has entered into a Letter of Understanding (“LOU”) with
Coca-Cola to purchase the remaining10% equity interest in F&NCCB and F&NCC(M) ( the “combined entities”)
for a total cash consideration of RM78.8 million on a willing-buyer willing-seller basis. The sale was completed on
10 September 2009. Please see note 12(a) for details.

30. CONTINGENT LIABILITIES

The Company issued a corporate guarantee to the extent of RM1,000 million (2008: RM1,000 million) of which
RM400 million (2008: RM300 million) was utilised in respect of the issuance of the CP/MTN of its subsidiary
(Note 22).

31. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Information about the extent and nature of the financial instrument, including significant terms and conditions and
their exposure to foreign currency, credit, liquidity and/ or interest rate risks is presented in their respective notes.

The Group is exposed to market risk, including primarily changes in currency exchange rates and other instruments
in connection with its risk management activities. The Group does not hold nor issue derivative financial instruments
for trading purposes. The Group has established processes to monitor and control hedging transactions in a timely
and accurate manner.

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. Where exposures are certain, it is the Group’s policy to
hedge these risks as they arise. For those exposures less certain in the 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. At 30 September 2009,
the Group did not have any outstanding foreign currency forward contract.

144
31. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d.)

Credit risk
The Group’s maximum exposure to credit risk in the event that the counterparties fail to perform their obligations
in relation to each class of recognised financial assets, other than derivatives, is the carrying amount of those
assets as indicated in the balance sheet.

It is the Group’s policy to enter into financial instruments with a diversity of creditworthy counterparties. The Group
does not expect to incur material credit losses on its financial assets or other financial instruments.

Concentration of credit risk exists when changes in economic, industry and geographical factors similarly affect
the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s total credit
exposure. The Group’s portfolio of financial instruments is broadly diversified along industry, product and
geographical lines, and transactions are entered into with diverse creditworthy counterparties, thereby mitigating
any significant concentration of credit risk.

Interest rate risk


The Group’s exposure to market risk for changes in interest rates relate primarily to investment portfolio in fixed
deposits and cash equivalents with financial institutions and bank borrowings. The Group does not use derivative
financial instruments to hedge debt obligation. The Group manages interest cost using a mix of fixed and variable
rate debts.

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 maintain sufficient cash and
deposits, and have available funding through diverse sources of committed and uncommitted credit facilities
from various banks.

Fair values
The following methods and assumptions are used to estimate the fair value of each class of financial instruments,
for which it is practicable to estimate that value:

Cash and bank balances, other receivables and other payables


The carrying amounts of these amounts approximate fair value due to their short-term nature.

Trade receivables and trade payables


The carrying amounts of receivables and payables approximate fair value because these are subject to normal
trade credit terms.

Amount due from/to related companies


No disclosure of fair value is made for amounts due from/to related companies, as it is not practicable to
determine their fair values with sufficient reliability since these balances have no fixed terms of repayment.

Borrowings
The fair value of borrowings is estimated by using the effective interest method. The fair value of the tranche 1,
tranche 2 and tranche 3 of the CP/MTN are RM153.6 million, RM154.0 million and RM97.7million respectively. Fair
values of other borrowings approximately their carrying values as these are floating rate debts.

145
Notes to the financial statements

32. SEGMENTAL INFORMATION


The Group’s operating businesses are organised according to the nature of activities, namely soft drinks, dairy
products, glass containers, property and others. The Group operates in four geographical areas namely, Malaysia,
Vietnam, Thailand, Singapore and China. Geographical segment revenue is based on geographical location
of the Group’s customers. Geographical segment assets are based on geographical location of the Group’s
assets. Inter-segment sales where applicable are based on terms determined on a commercial basis.

Business segments
The following table provides an analysis at the Group’s revenue, results, assets, liabilities and other information by
business segments:

Soft Dairy Glass Property/


drinks products containers Others Group
RM’000 RM’000 RM’000 RM’000 RM’000

Year ended 30 September 2009

Revenue
Total revenue 2,106,466 2,507,628 479,863 122,481 5,216,438
Inter - segment (796,598) (609,302) (13,963) (59,512) (1,479,375)

External 1,309,868 1,898,326 465,900 62,969 3,737,063



Results
Operating profit 136,683 140,437 27,079 9,748 313,947
Interest expense (17,662)
Interest income 3,492
Taxation (56,855)

Profit after taxation 242,922


Minority interests (18,490)

Net profit for the year 224,432

Other information
Segment assets 627,964 925,086 685,996 312,010 2,551,056
Unallocated assets 20,993
Cash and bank balances 187,853

Total assets 2,759,902

Segment liabilities 336,416 286,037 61,677 49,363 733,493


Unallocated liabilities 53,237
Bank borrowings 563,769

Total liabilities 1,350,499

146
32. SEGMENTAL INFORMATION (cont’d.)
Business segments (cont’d.)

Soft Dairy Glass Property/


drinks products containers Others Group
RM’000 RM’000 RM’000 RM’000 RM’000

Year ended 30 September 2009

Other information (cont’d.)
Capital expenditure 39,740 194,217 56,274 5,672 295,903
Depreciation, amortisation of
intangible assets and prepaid
land lease payments 35,388 25,917 56,995 7,448 125,748

Year ended 30 September 2008

Revenue
Total revenue 1,897,766 2,728,645 468,161 74,353 5,168,925
Inter - segment (712,089) (736,612) (6,677) (39,331) (1,494,709)

External 1,185,677 1,992,033 461,484 35,022 3,674,216

Results
Operating profit 123,009 88,502 35,368 9,771 256,650
Interest expense (19,589)
Interest income 2,611
Taxation (59,941)

Profit after taxation 179,731


Minority interests (12,886)

Net profit for the year 166,845

Other information
Segment assets 576,392 819,029 668,633 263,912 2,327,966
Unallocated assets 2,480
Cash and bank balances 183,643

Total assets 2,514,089

Segment liabilities 299,393 276,520 74,596 40,906 691,415


Unallocated liabilities 56,471
Bank borrowings 449,047

Total liabilities 1,196,933

Capital expenditure 30,469 55,376 135,750 3,956 225,551


Depreciation, amortisation of
intangible assets and prepaid
land lease payments 38,715 26,704 44,337 5,603 115,359

147
Notes to the financial statements

32. SEGMENTAL INFORMATION (cont’d.)

Geographical segments

The following table presents the financial information by geographical segments:

Revenue Total Assets Capital expenditure


2009 2008 2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Malaysia 2,413,598 2,302,009 1,682,988 1,678,446 90,425 129,546


Vietnam 82,580 74,837 99,461 78,710 6,269 9,077
China 151,698 118,616 190,059 186,944 7,488 67,977
Singapore 155,212 175,920 14,177 799 - -
Thailand 697,435 735,590 696,366 495,269 191,721 18,951
Others 236,540 267,244 76,851 73,921 - -

3,737,063 3,674,216 2,759,902 2,514,089 295,903 225,551


33. SUBSIDIARIES AND ACTIVITIES

Place of Equity
Name of company Incorporation Principal activities Interest Held (%)
2009 2008

Subsidiaries of Fraser &


Neave Holdings Bhd

Malaya Glass Products Malaysia Manufacture and 100 100


Sdn Bhd sale of glass containers

Kuala Lumpur Glass Malaysia Manufacture and 100 100
Manufacturers Company sale of glass containers
Sdn Bhd (ceased operation
during the year)

148
33. SUBSIDIARIES AND ACTIVITIES (cont’d.)

Place of Equity
Name of company Incorporation Principal activities Interest Held (%)
2009 2008

Subsidiaries of Fraser &


Neave Holdings Bhd (cont’d.)

Fraser & Neave (Malaya) Malaysia Management 100 100


Sdn Bhd services and property
investment holdings

Four Eights Sdn Bhd Malaysia Inactive 100 100

F&NCC Beverages Malaysia Manufacture of 100 90


Sdn Bhd soft drinks

F&N Coca-Cola Malaysia Distribution of 100 90


(Malaysia) Sdn Bhd soft drinks

F&N Dairies Malaysia Distribution of 100 100


(Malaysia) Sdn Bhd dairy products

Premier Milk (Malaya) Malaysia Manufacture of 100 100
Sdn Bhd dairy products

F&N Foods Sdn Bhd Malaysia Manufacture of 100 100
dairy products

F&N Dairies (Thailand) Thailand Manufacture and 100 100
Limited distribution of dairy products

Arolys Singapore Pte Singapore Distribution of 100 100
Limited dairy products

Lion Share Management British Virgin Brand owner 100 100
Limited Island

PML Dairies Sdn Bhd Malaysia Manufacture and 100 100
distribution of dairy products

Wimanis Sdn Bhd Malaysia Property 100 100


development activities

Brampton Holdings Malaysia Property 100 100


Sdn Bhd development activities

149
Notes to the financial statements

33. SUBSIDIARIES AND ACTIVITIES (cont’d.)

Place of Equity
Name of company Incorporation Principal activities Interest Held (%)
2009 2008

Subsidiaries of Fraser &


Neave Holdings Bhd (cont’d.)

Elsinburg Holdings Malaysia Property 100 100


Sdn Bhd development activities

Vacaron Company Malaysia Inactive 100 100
Sdn Bhd

Nuvak Company Malaysia Inactive 100 100


Sdn Bhd

Greenclipper Corporation Malaysia Inactive 100 100
Sdn Bhd

Utas Mutiara Sdn Bhd Malaysia Property 100 100


investment holding

Lettricia Corporation Malaysia Property 70 70
Sdn Bhd development activities

F&N Properties Sdn Bhd Malaysia Provision of 100 100
property management
services

Tropical League Malaysia Inactive 100 100
Sdn Bhd

F&N Capital Sdn Bhd Malaysia Provision of 100 100


financial and
treasury services

150
33. SUBSIDIARIES AND ACTIVITIES (cont’d.)

Place of Equity
Name of company Incorporation Principal activities Interest Held (%)
2009 2008

Subsidiaries of Malaya Glass


Products Sdn Bhd

Malaya-Vietnam Vietnam Manufacture and 70 70
Glass Limited sale of glass containers

Sichuan Malaya China Manufacture and 60 60
Glass Co Ltd * u sale of glass containers

Thai Malaya Glass Thailand Manufacture and 70 70
Company Limited sale of glass containers

Subsidiary of F&NCC
Beverages Sdn Bhd

Borneo Springs Sdn Bhd Malaysia Manufacture and 100 100


sale of mineral water,
carbonated drinks
and bottles


* Audited by firm of auditor other than Ernst & Young or its affiliates
u Financial year 31 December

34. COMPARATIVES

During the year, the following comparative figures have been reclassified to conform with current year’s
presentation:

As previously
reported Adjustment As restated
RM’000 RM’000 RM’000

Revenue 3,591,204 83,012 3,674,216
Cost of sales (2,692,279) (46,690) (2,738,969)
Distribution expenses (285,921) (34,511) (320,432)
Marketing expenses (196,802) (35,627) (232,429)
Administration and other expenses (159,552) 33,816 (125,736)

151
Staying On Top

0152
The mangrove jellyfish is one of the strangest
creatures that inhabits the underwater
mangrove environment. In order to sustain itself,
the jellyfish supplements its diet of whatever it
can trap within its tentacles with food produced
through photosynthesis by single-celled algae
that have a symbiotic relationship with the
jellyfish. Similarly, we too have had to sustain our
business during these tough times in order to
ride out the storm as effectively as we can, and
learn from it. By staying the course, leveraging
our expertise, and keeping our current customers
happy, our next challenge will be to think of
new ways to expand our business to stay ahead
of the competition.

OTHER INFORMATION
List Of Properties 154
Shareholdings Statistics 159
Share Price Charts 162
Notice Of Annual General Meeting 163

0153
LIST OF PROPERTIES
LIST OF PROPERTIES OF FRASER & NEAVE HOLDINGS BHD GROUP
YEAR ENDED 30 SEPTEMBER 2009

Approximate Net book value
Land Description/ age of as at 30/9/09 Last
area Existing use of building Land Buildings Revalued
Location (sq. ft.) building (Tenure) RM’000 RM’000 Date

JOHOR

72-A (Lot 2134) 274,864 Industrial/ 38 years 1,672 2,659 January


Jalan Tampoi Factory premise (Freehold) 1983
Johor Bahru and office

72-A (MLO 4620) 233,046 Industrial/ 21 years 1,418 3,437 January


Jalan Tampoi Factory premise (Freehold) 1983
Johor Bahru

72-A
(Lot PTD 54046 & 56057) 57,935 Industrial/ 21 years 1,624 988 September
Jalan Tampoi Warehouse and (Freehold) 1990
Johor Bahru factory premise

72-A
(Lot 11615 to 11630) 56,192 Vacant land - 549 65 February
Jalan Tampoi (Freehold) 1990
Johor Bahru

Malay Grant 59,895 Detached 42 years 1,050 3,767 February


Jalan Tampoi, house/ (Freehold) 1990
Johor Bahru Warehouse

701, Jalan Tampoi, 241,022 Industrial/ 42 years 7,700 181 February


Johor Bahru Factory premise (Freehold) 1990

PERAK

217 Jalan Lahat, Ipoh 287,738 Industrial/ 40 years 2,815 3,959 October
Factory premise (Freehold) 1995

79 & 81 Jalan Tun Perak, 51,828 Industrial/ 103 years 391 91 October
Ipoh Factory premise (Freehold/ 1995
Leasehold
expiring
2013 & 2066)

154
LIST OF PROPERTIES OF FRASER & NEAVE HOLDINGS BHD GROUP
YEAR ENDED 30 SEPTEMBER 2009 (cont’d.)

Approximate Net book value
Land Description/ age of as at 30/9/09 Last
area Existing use of building Land Buildings Revalued
Location (sq. ft.) building (Tenure) RM’000 RM’000 Date

PULAU PINANG

3724 130,324 Industrial/ 55 years 2,600 2,014 October


(Lot 834 and 842) Factory premise (Freehold) 1995
Sungei Nyior
Butterworth
Pulau Pinang

3725 & 3726 (Lot 833) 97,387 Detached house/ 54 years 2,120 202 October
Butterworth Office premise (Freehold) 1995
Pulau Pinang

KELANTAN

Pengkalan Chepa 203,861 Industrial/ 29 years 583 563 October


Industrial Estate, Factory premise (Leasehold 1995
Kota Bahru expiring
2043)

PAHANG

Mar Lodge, 90,931 Detached house/ 42 years 688 198 October


Cameron Highlands Holiday bungalow (Leasehold 1995
expiring
2037)

Lot 7399, Jln Mempaga, 216,986 Industrial/ 2 year 3,699 5,076 2007
Mukim Sabai, Karak Factory premise (Freehold)

KUALA LUMPUR

No.3, Jalan Metro Pudu, 7,208 Office Premise 2 year - 16,268 2007
Fraser Business Park (Freehold)

MELAKA

10 Jalan Bukit Gedong, 104,000 Industrial/ 84 years 849 674 October


Melaka Factory premise (Freehold/ 1995
Leasehold
expiring
2023)

155
list of properties

LIST OF PROPERTIES OF FRASER & NEAVE HOLDINGS BHD GROUP


YEAR ENDED 30 SEPTEMBER 2009 (cont’d.)

Approximate Net book value
Land Description/ age of as at 30/9/09 Last
area Existing use of building Land Buildings Revalued
Location (sq. ft.) building (Tenure) RM’000 RM’000 Date

SELANGOR

Lot 3-1 Lion Industrial 1,373,447 Industrial/Factory 12 years 36,899 63,812 October
Park, Shah Alam premise and office (Freehold) 1995

Lot 3-2 Lion Industrial 558,875 Industrial/Vacant - 11,678 - October
Park, Shah Alam (Freehold) 1995

70 Jalan University, 382,467 Industrial/ 48 years 18,999 15,922 October


Petaling Jaya Factory premise (Leasehold 1995
expiring
2058)

16 Jalan Bersatu 13/4, 171,797 Industrial/ 48 years 10,050 4,464 October


Petaling Jaya Factory premise (Leasehold 1995
expiring
2058)

Lot 5, Jalan Kilang, 207,727 Industrial/ 42 years 6,537 3,646 October


Petaling Jaya Factory premise (Leasehold 1995
(classified as non - current expiring
assets held for sale (note 18)) 2058)

Lot No 56, Section 4, 151,343 Industrial/ 1 year 29,340 - 2008


Phase 2B, Mukim Klang, Factory premise (Leasehold
Selangor expiring
2097)

SARAWAK

Lot 924 Block 4 118,776 Industrial/ 3 years 4,379 2,531 2006


Matang Land District Factory premise (Freehold)

Lot 583 Block 4 261,338 Industrial/ 3 years 4,567 624 2006
Matang Land District Factory premise (Leasehold
expiring
2038)

3.5 Miles Penrissen Road, 194,539 Industrial/ 43 years 1,607 6,759 October
Kuching Factory premise (Leasehold 1995
expiring
2038)

156
LIST OF PROPERTIES OF FRASER & NEAVE HOLDINGS BHD GROUP
YEAR ENDED 30 SEPTEMBER 2009 (cont’d.)

Approximate Net book value
Land Description/ age of as at 30/9/09 Last
area Existing use of building Land Buildings Revalued
Location (sq. ft.) building (Tenure) RM’000 RM’000 Date

SARAWAK (cont’d.)

Lot 1557 Block 218 124,797 Industrial 3 years 7,171 - 2006


KNLD Kuching (Leasehold
expiring
2038)

Lot 142, Block 4 47,413 Shop office 3 years 225 187 2006
Kuching (Leasehold
expiring
2784)

Sublot 3, Lot 2370, 5,272 Industrial/ 2 year - 22


Jalan Tatau Bintulu, Factory premise (Freehold)
Bintulu.

SABAH

5.5 Miles Tuaran Road, 142,140 Vacant land - 1,266 - October


Kota Kinabalu (Leasehold 1995
expiring
2062)

5.5 Miles Tuaran Road, 142,578 Industrial/ 38 years 1,036 1,835 October
Kota Kinabalu Factory premise (Leasehold 1995
expiring
2062)

VIETNAM

76 Ton That Thuyet Ho 363,691 Industrial/ 15 years - 6,266 October


Chi Minh, Vietnam Factory premise (Leasehold 1993
expiring
2023)

CHINA

6 Block A & C 5,042 Residential 7 1/2 years - 103 2002


1st Floor Xin Shi Ji Garden (Leasehold
Liiu Shu Town, expiring
She Hong Country 2058)
Sichuan Province China

157
list of properties

LIST OF PROPERTIES OF FRASER & NEAVE HOLDINGS BHD GROUP


YEAR ENDED 30 SEPTEMBER 2009 (cont’d.)

Approximate Net book value
Land Description/ age of as at 30/9/09 Last
area Existing use of building Land Buildings Revalued
Location (sq. ft.) building (Tenure) RM’000 RM’000 Date

THAILAND

SIL Industrial Zone 975,744 Industrial 3 years 10,666 24,510 2006


Amphur Nong Khae (Freehold)
Saraburi Province

90 Moo 8 Mitapap Road, 125,857 Industrial 2 year - 5,451 2007


Phayayen District, (Freehold)
Amphur Pakchong,
Nakonratchasima
Province 30320

668 Moo 4 Rojana 990,280 Industrial New 17,732 - 2008


Industrial Park Zone 2, (Freehold)
U-thai, Phra Nakhon Si
Ayutthaya 13210 Thailand.

Classified as Group Property Held for Development (Note 11) & Property Development Cost (Note 14)

KUALA LUMPUR

Fraser Park 276,196 For the Freehold 31,941 October


Jalan Yew development of 1995
Kuala Lumpur shop office for sale

Fraser Park 40,777 No plan yet Freehold 5,147 October


Jalan Yew 1995
Kuala Lumpur

Jalan Ampang 67,954 For the Freehold 18,230 2005


development of
service apartment
and office suites

Lot 609, Geran 24235, 2,640,251 For the Freehold 24,585 2006
Mukim Hulu Semenyih, development of
District of Hulu Langat, residential
Selangor property

Lot 15350,Lot 15351& Lot 132,052 For the Freehold 19,599 2005
PTB 20048, Jalan Balau 1, development of
Jalan Dato Sulaiman, commercial
Jalan Tebrau,Mukim Bandar, property
District of Johor Bharu

158
SHAREHOLDINGS
statistics
Shareholdings as at 30 November 2009

Authorised share capital - RM500,000,000


Fully paid and issued shares - RM356,493,101(inclusive of 237,100 treasury shares)
Class of shares - Ordinary shares of RM1.00 each with equal voting rights
Voting rights - One vote for each ordinary shares held in the event of a poll

Analysis of shareholdings

No. of % of No. of % of
Size of holdings Shareholders Shareholders Shares held Shares held

1 - 99 279 7.48 4,174 0.01


100 - 1,000 1,295 34.72 967,768 0.27
1,001 - 10,000 1,715 45.99 6,670,580 1.87
10,001 - 100,000 381 10.22 11,137,492 3.12
100,001 to less than 5% of issued shares 57 1.53 55,027,280 15.45
5% and above of issued shares 2 0.06 282,448,707 79.28

Total 3,729 100.00 356,256,001 100.00

Directors’ shareholdings

Direct holdings Indirect holdings


No. Name of shareholders No. % No. %

1. Y.A.M. Tengku Syed Badarudin Jamalullail 2,062,000 0.57 - -


2. Tan Ang Meng 60,100 0.01 - -

2,122,100 0.58 - -

Substantial shareholders (as shown in the Register of Substantial Shareholders)

Direct holdings Indirect holdings


No. Name of shareholders No. % No. %

1. Fraser and Neave, Limited 204,244,910 57.33 - -


2. Permodalan Nasional Berhad 8,158,500 2.29 78,203,797 21.95

212,403,410 59.62 78,203,797 21.95

159
SHAREHOLDINGS statistics

THIRTY LARGEST SHAREHOLDERS (as shown in the register of members)

No. Name of shareholders Shares held %

1. Fraser and Neave, Limited 204,244,910 57.33


2. Amanah Raya Nominees (Tempatan) Sdn Bhd
Skim Amanah Saham Bumiputera 78,203,797 21.95
3. Employees Provident Fund Board 13,021,130 3.66
4. Malaysia Nominees (Tempatan) Sdn Bhd
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1) 9,770,000 2.74
5. Permodalan Nasional Berhad 8,158,500 2.29
6. HSBC Nominees (Asing) Sdn Bhd
BNP Paribas Secs Svs Lux For Aberdeen Global 3,304,200 0.93
7. DB (Malaysia) Nominee (Tempatan) Sdn Bhd
icapital.biz Berhad 2,497,000 0.70
8. Malaysia Nominees (Tempatan) Sendirian Bhd
Pledged Securities Account
for Y.A.M. Tengku Syed Badarudin Jamalullail (01-00737-000) 1,744,000 0.49
9. Amanah Raya Nominees (Tempatan) Sdn Bhd
Amanah Saham Wawasan 2020 1,712,800 0.48
10. Kumpulan Wang Simpanan Pekerja 1,500,000 0.42
11. HSBC Nominees (Asing) Sdn Bhd
Exempt an for BNP Paribas Securities Services (Singapore - SGD) 1,012,000 0.28
12. Mayban Nominees (Tempatan) Sdn Bhd
Aberdeen Asset Management Sdn Bhd
for Kumpulan Wang Persaraan (Diperbadankan) (FD 1-280305) 845,000 0.24
13. AMSEC Nominees (Tempatan) Sdn Bhd
Aberdeen Asset Management Sdn Bhd
for Tenaga Nasional Berhad Retirement Benefit Trust Fund (FM-Aberdeen) 723,000 0.20
14. Mayban Nominees (Tempatan) Sdn Bhd
Aberdeen Asset Management Sdn Bhd for the
Employees’ Provident Fund Board (250416) 647,000 0.18
15. Key Development Sdn Bhd 600,000 0.17
16. Malaysia Nominees (Tempatan) Sdn Bhd
Great Eastern Life Assurance (Malaysia) Berhad (PAR 2) 559,500 0.16
17. Gan Teng Siew Realty Sdn Bhd 500,000 0.14
18. Chinchoo Investment Sdn Bhd 500,000 0.14
19. Mayban Nominees (Tempatan) Sdn Bhd
Capital Dynamics Asset Management Sdn Bhd
for ACE Synergy Insurance Berhad (CDAM23-990350) 480,000 0.13
20. Lee Chin Hong 438,000 0.12
21. Soong Bee Yoke 391,400 0.11
22. Citigroup Nominees (Asing) Sdn Bhd
CBNY For DFA Emerging Markets Small Cap Series 322,700 0.09
23. HSBC Nominees (Asing) Sdn Bhd
UBS AG Zurich for LGT Capital Managment LTD 300,000 0.08

160
Thirty largest shareholders (as shown in the register of members) (cont’d.)

No. Name of shareholders Shares held %

24. HSBC Nominees (Asing) Sdn Bhd


Exempt an for Clariden LEU AG 300,000 0.08
25. HSBC Nominees (Asing) Sdn Bhd
Exempt an for Danske Bank A/S (client holdings) 290,000 0.08
26. HSBC Nominees (Asing) Sdn Bhd
Exempt an for JPMORGAN Chase Bank,
National Association (Guernsey) 282,700 0.08
27. Mayban Nominees (Tempatan) Sdn Bhd
HwangDBS Investment Management Bhd for
Employess Provident Fund (230571) 281,000 0.08
28. Mayban Nomines (Tempatan) Sdn Bhd
Aberdeen Asset Management Bhd
for Malaysian Timber Council (Endownment Fund) 273,000 0.08
29. Mayban Nominess (Tempatan) Sdn Bhd
Capital Dynamics Asset Management Sdn Bhd
for Choong Lye Hock Estates Sdn Bhd
(CDAM 36-200748) 223,700 0.06
30. Mayban Nominess (Tempatan) Sdn Bhd
Capital Dynamics Asset Management Sdn Bhd
for Lee Hau Hian (CDAM45-230137) 220,000 0.06

333,345,337 93.55

161
Share Price Charts
F&N Share Price and Bursa Malaysia’s Composite Index
100%

90%
100%

80%
90%

70%
80%

60%
70%

50%
60%

40%
50%

30%
40%

20%
30%

10%
20%

0%
10%

-10%
0%

-10%
30 Sept 30 Sept 30 Sept 30 Sept 30 Sept
2005 2006 2007 2008 2009

30 Sept 30 Sept 30 Sept 30 Sept 30 Sept


2005 2006 2007 2008 2009

Share Price (%) Composite Index (%)

F&N Share Price and Volume Traded


Volume Traded (Lots) Share Price (RM)
4,500,000 15
4,200,000 14
Volume Traded (Lots) Share Price (RM)
4,500,000
3,900,000 15
13
4,200,000
3,600,000 14
12
3,900,000
3,300,000 13
11
3,600,000
3,000,000 12
10
3,300,000
2,700,000 11
9
3,000,000
2,400,000 10
8
2,700,000
2,100,000 97
2,400,000
1,800,000 86
2,100,000
1,500,000 75
1,800,000
1,200,000 64
1,500,000
900,000 53
1,200,000
600,000 42
900,000
300,000 31
600,0000 20
300,000 1
30
0 Sept 30 Sept 30 Sept 30 Sept 30 Sept0
2005 2006 2007 2008 2009

30 Sept 30 Sept 30 Sept 30 Sept 30 Sept


2005 2006 Volume (Lots) 2007 Share Price (RM) 2008 2009

162
NOTICE OF ANNUAL
GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 48th Annual General Meeting of Fraser & Neave Holdings Bhd will be held at Banyan,
Casuarina & Dillenia, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday, 21
January 2010 at 2.30 pm for the following purposes:

AGENDA

Routine Business
1 To receive and adopt the Audited Financial Statements for the year ended 30 September (Resolution 1)
2009 and the Reports of the Directors and Auditors thereon.

2 To approve the payment of a final dividend of 4 sen gross per share (3 sen net) and (Resolution 2)
21 sen per share tax exempt, together with a bonus tax exempt dividend of 5 sen per share
for the year ended 30 September 2009.

3 To re-elect the following directors:


Under Article 97 of the Articles of Association
a) Dato’ Dr Mohd Shahar bin Sidek (Resolution 3a)
b) Mr Tan Ang Meng (Resolution 3b)
c) Dato’ Dr Nik Norzrul Thani bin Nik Hassan Thani (Resolution 3c)

Under Article 103 of the Articles of Association


d) Mr Huang Hong Peng (Resolution 3d)

Under Section 129 of the Companies Act 1965
e) Mr Leslie Oswin Struys (Resolution 3e)
f) Tan Sri Dato’ Dr Lin See Yan (Resolution 3f)

4 To approve directors’ fees of RM681,000 for the year ending 30 September 2010 (Resolution 4)
payable monthly in arrears after each month of completed service of the directors
during the financial year. (2009 : RM681,000)

5 To re-appoint Messrs Ernst & Young as Auditors of the Company for the year ending (Resolution 5)
30 September 2010 and to authorise the directors to fix their remuneration.

Special Business
6 To authorise Directors to allot and issue from time to time such number of shares in (Resolution 6)
the capital of the Company as may be required to be issued pursuant to the exercise
of options granted under the Fraser & Neave Holdings Bhd. Executives’ Share Option
Scheme as approved at the Extraordinary General Meeting of the Company on 5
April 2007.

163
NOTICE OF ANNUAL GENERAL MEETING

7 Proposed renewal of the authority for the purchase of its own shares by the Company (Resolution 7)

“THAT subject always to the Companies Act, 1965 (“Act”), the provisions of the Memorandum and
Articles of Association of the Company, the Listing Requirements of Bursa Securities, and the
approvals of the relevant authorities, the Board of Directors of the Company be and is hereby
unconditionally and generally authorised, to the extent permitted by the law, to make purchases
of ordinary shares of RM1.00 each in the Company’s issued and paid-up ordinary share capital
from time to time through Bursa Securities, subject further to the following:

(i) the maximum number of ordinary shares which may be purchased and held by the
Company does not exceed ten per centum (10%) of the total issued and paid-up share
capital of the Company at any point in time (“Proposed Share Buy-Back”);

(ii) the maximum funds to be allocated by the Company for the Proposed Share Buy-Back
shall not exceed the Company’s total retained profits and/or share premium account
at the time of purchase of the Proposed Share Buy-Back;

(iii) the approval conferred by this resolution will commence immediately upon the passing
of this resolution and will expire at the conclusion of the next annual general meeting
(“AGM”) of the Company, following the passing of this resolution or the expiration of
the period within which the next AGM is required by law to be held unless earlier
revoked or varied by ordinary resolution passed by shareholders of the Company at
a general meeting but not as to prejudice the completion of purchase by the Company
before the aforesaid expiry date and, in any event, in accordance with the provisions
of the Act, the rules and regulations made pursuant thereto and the guidelines issued by
Bursa Securities and/or any other relevant authority; and

(iv) upon completion of the purchase(s) of the F&N Shares or any part thereof by the
Company, the Directors be and are hereby authorised to cancel all the F&N Shares so
purchased, retain all the F&N Shares as treasury shares for future re-sale or retain part
thereof as treasury shares and cancelling the balance or distribute all or part of the F&N
Shares as dividends to shareholders, and in any other manner as prescribed by the Act,
rules, regulations and orders made pursuant to the Act and the requirements of Bursa
Securities and any other relevant authority for the time being in force;

AND THAT authority be and is hereby unconditionally and generally given to the Directors to take
all such steps as are necessary or expedient (including without limitation, the opening and
maintaining of central depository account(s) under the Securities Industry (Central Depositories)
Act, 1991, and the entering into of all agreements, arrangements and guarantees with any party
or parties) to implement, finalise and give full effect to the Proposed Share Buy-Back with full
powers to assent to any conditions, modifications, revaluations, variations and/or amendments
(if any) as may be imposed by the relevant authorities and with full power to do all such acts and
things thereafter (including without limitation, the cancellation or retention as treasury shares of all
or any part of the shares bought-back) in accordance with the Act, the provisions of the
Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa
Securities, and all other relevant governmental and/or regulatory authorities.”

164
8 Proposed renewal of the shareholders’ mandate for recurrent related party transactions (Resolution 8)
of a revenue or trading nature

“THAT approval be and is hereby given for the Company and/or its subsidiaries (“F&N Group”)
to enter into any of the category of recurrent transactions of a revenue or trading nature
falling within the types of transactions set out in Section 2.4, Part B of the Circular dated
24 December 2009 with the related party mentioned therein, provided that such transactions
are necessary for the day-to-day operations and they are carried out in the ordinary course
of business on normal commercial terms which are consistent with the F&N Group’s normal
business practices and policies, and on terms not more favourable to the related party
than those extended to the other customers of the F&N Group, and not to the detriment of
the minority shareholders

AND THAT such approval shall be in force until:


(i) the conclusion of the next Annual General Meeting of the Company (“AGM”), at which
time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

(ii) the expiration of the period within which the next AGM is required to be held pursuant
to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extensions
as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

(iii) revoked or varied by the Company in a general meeting,

whichever is the earlier AND THAT the Directors of the Company and each of them be
authorised to do all such acts and things (including, without limitation, to execute all such
documents) as they or he may consider necessary, expedient or in the interests of the
Company to give effect to this resolution.”

9 To transact any other business which may properly be brought forward.

165
NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF DIVIDEND PAYMENT

NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the forthcoming Annual General Meeting,
the proposed final dividend of 4 sen gross per share (3 sen net) and 21 sen per share tax exempt, together with a bonus
tax exempt dividend of 5 sen per share for the year ended 30 September 2009 will be paid to shareholders on 3 March
2010. The entitlement date for the proposed dividend shall be on 4 February 2010.

A depositor shall qualify for the entitlement to the dividend only in respect of:

a) Shares transferred to the depositor’s securities account before 4.00 pm on 4 February 2010 in respect of ordinary
transfer; and

b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.

By Order of the Board


JOSEPH TAN ENG GUAN
Company Secretary
Kuala Lumpur, Malaysia

24 December 2009

Notes :
1) A member entitled to attend and vote at the above meeting may appoint a proxy or proxies (but not more than two)
to attend and vote on his behalf and such proxy or proxies need not be a member or members of the Company.

2) Where there are two proxies appointed, the number of shares to be represented by each proxy must be stated.

3) In the case of a corporation, this form of proxy must be executed under seal or under the hand of its attorney
duly authorised.

4) The instrument appointing a proxy or proxies must be deposited with the Company Secretary at the registered
office of the Company at Level 8, F&N Point, No. 3 Jalan Metro Pudu 1, Fraser Business Park, Off Jalan Yew, 55100
Kuala Lumpur not less than 48 hours before the meeting.

166
EXPLANATORY NOTES ON THE SPECIAL BUSINESS

(i) Authority To Allot And Issue Shares Pursuant To The Fraser & Neave Holdings Bhd. Executives’ Share
Option Scheme
The proposed ordinary resolution 6, if passed, will give the Directors of our Company, from the date of this Annual
General Meeting, authority to allot and issue ordinary shares pursuant to the exercise of options granted under the
Fraser & Neave Holdings Bhd Executives’ Share Option Scheme.

(ii) Proposed Renewal of Share Buy-back


The proposed ordinary resolution 7, if passed, will provide our Company with a further option to utilise our financial
resources more efficiently. Additionally, it is intended to stabilise the supply and demand as well as the price of our
Company’s shares.

(iii) Proposed Renewal of Shareholders’ Mandate


The proposed ordinary resolution 8, if passed, will enable our Company and/or its subsidiaries (‘F&N Group’) to
enter into Recurrent Transactions with the Mandated Related Party provided that such transactions are carried
out in the ordinary course of business on normal commercial terms which are consistent with the F&N Group’s
normal business practices and policies and on terms not more favourable to the related party than those extended
to the other customers of the F&N Group, and not to the detriment of the minority shareholders, without having to
announce and/or convene separate general meetings to seek shareholders’ approval if the recurrent transactions’
percentage ratios are equal to or exceed five (5) percent as prescribed in Chapter 10 of the Listing Requirements.

167
PROXY FORM
CDS account no.
Fraser & Neave Holdings Bhd
Company No: 004205-V, Incorporated in Malaysia

I/We …………………………………………………..............……………………………………….............................................................................................
(FULL NAME IN BLOCK LETTERS AND IC NO.)

(or attorney of ………………………………….........……………..................................................................................……................................................)


(FULL NAME IN BLOCK LETTERS AND IC NO.)

of ……………………………………….......................................................………………………….……………..........................................……….................
(FULL ADDRESS)

a member of FRASER & NEAVE HOLDINGS BHD, hereby appoint ……………...............................……........................................................................

…………………………………………………………………………………..........................................………….......................................................................
(FULL NAME IN BLOCK LETTERS AND IC NO.)

of .......……….......................................................………………………………….………………............................................................................................
(FULL ADDRESS)

or failing him / her the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us and my/our behalf at the 48th
Annual General Meeting of the Company to be held on Thursday, 21 January 2010 at 2.30 pm at the Banyan, Casuarina, Dillenia, Sime
Darby Convention Centre, No. 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur and at every adjournment thereof.

Please indicate with an “X” how you wish your votes to be cast.

RESOLUTIONS:
NO. FOR AGAINST
ROUTINE BUSINESS
1 To receive and adopt the Audited Financial Statements for the year ended
30 September 2009 and the Reports of the Directors and Auditors thereon.

2 To approve the payment of a final dividend of 4 sen gross per share (3 sen net) and 21 sen per share tax exempt,
together with a bonus tax exempt dividend of 5 sen per share for the year ended 30 September 2009.

3 To re-elect the following directors :


Under Article 97 of the Articles of Association
––––––––––––––––––––––––––––––––––––––––––––
a) Dato’ Dr Mohd Shahar bin Sidek

b) Mr Tan Ang Meng

c) Dato’ Dr Nik Norzrul Thani bin Nik Hassan Thani

Under Article 103 of the Articles of Association


––––––––––––––––––––––––––––––––––––––––––––
d) Mr Huang Hong Peng

Under Section 129 of the Companies Act 1965


–––––––––––––––––––––––––––––––––––––––––––––
e) Mr Leslie Oswin Struys
f) Tan Sri Dato’ Dr Lin See Yan
4 To approve directors’ fees of RM681,000 for the year ending 30 September 2010 payable monthly
in arrears after each month of completed service of the directors during the financial year.
(2009 : RM681,000)
5 To re-appoint Messrs Ernst & Young as Auditors of the Company for the year ending
30 September 2010 and to authorise the directors to fix their remuneration.

SPECIAL BUSINESS
6 To authorise Directors 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 granted under the
Fraser & Neave Holdings Bhd. Executives’ Share Option Scheme as approved at the Extraordinary
General Meeting of the Company on 5 April 2007.

7 To renew the authority for the purchase of its own shares by the Company

8 To renew the shareholders’ mandate for recurrent related party transactions of a revenue or trading
nature.

As Witness my/our hand this ………. day of ……………… 2010. No. of ordinary shares held

….....……………............................……..
Signature of member

Notes:
1. A member entitled to attend and vote at the above meeting may appoint a proxy or proxies (but not more than two) to attend and
vote on his behalf and such proxy or proxies need not be a member or members of the Company.

2. Where there are two proxies appointed, the number of shares to be represented by each proxy must be stated.

3. In the case of a corporation, this form of proxy must be executed under seal or under the hand of its attorney duly authorised.

4. This instrument appointing a proxy or proxies must be deposited with the Company Secretary at the registered office of the
Company, Level 8, F&N Point, No. 3 Jalan Metro Pudu 1, Fraser Business Park, Off Jalan Yew, 55100 Kuala Lumpur not less than 48 hours
before the meeting.
Fold here

STAMP

The Company Secretary

Fraser & Neave Holdings Bhd.


Level 8, F&N Point
No. 3, Jalan Metro Pudu 1
Fraser Business Park
Off Jalan Yew
55100 Kuala Lumpur

Fold here
Fraser & Neave Limited, owns the F&N brand

The Coca-Cola Company owns the Coca-Cola brand


Sunkist Growers Inc owns the Sunkist brand

Lion Share Management Limited owns the Teapot brand

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