Fraser and Neave Limited - Notice of Annual General Meeting

Notice is hereby given that the 102nd Annual General Meeting of Fraser and Neave, Limited will be held at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on Thursday 22 February 2001 immediately following the Extraordinary General Meeting to be held at 10.00am for the following purposes:-

Routine Business

1. To receive and adopt the report of the directors and accounts for the year ended 30 September 2000.

2. To approve a final dividend of nine (9) cents, after Singapore income tax, per share in respect of the year ended 30 September 2000.

3. To pass the following resolutions in respect of appointment of Directors:-

(a)"That pursuant to Section 153(6) of the Companies Act, Cap.50, Dr Michael Fam be and is hereby re-elected as a Director of the Company to hold such office until the next Annual General Meeting of the Company."

(b)"That Mr Ho Tian Yee who retires by rotation be and is hereby re-elected as a Director of the Company."

(c)"That Dr Lee Tih Shih who retires by rotation be and is hereby re-elected as a Director of the Company."

(d)"That Mr Lee Ek Tieng who was appointed since the last annual general meeting be and is hereby re-appointed as a Director of the Company."

4. To approve directorsaa fees of $356,000 payable by the Company for the year ending 30 September 2001 (last year: $421,000).

5. To appoint auditors for the ensuing year and authorise the directors to fix their remuneration. Special Business To consider and, if thought fit, to pass the following Ordinary Resolutions:-

6. "That pursuant to Section 161 of the Companies Act, Cap 50, approval be and is hereby given to the Directors to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit PROVIDED ALWAYS THAT the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50 per cent. of the total issued share capital of the Company for the time being, of which the aggregate number of shares that may be issued other than on a pro rata basis to existing shareholders shall not exceed 20 per cent. of the total issued share capital of the Company for the time being, and this approval shall continue in force until the next annual general meeting of the Company, unless prior thereto share issues are carried out to the full extent mandated or the Share Issue Mandate is revoked or varied by the Company in general meeting."

7. "That approval be and is hereby given to the Directors to allot and issue from time to time such number of ordinary shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the Fraser and Neave, Limited Executives Share Option Scheme."

8. "That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the Fraser and Neave, Limited Executives’ Share Option Scheme 1999 ("the 1999 Scheme") and to allot and issue such shares as may be issued pursuant to the exercise of options under the 1999 Scheme, provided always that the aggregate number of shares to be issued pursuant to the 1999 Scheme shall not exceed ten (10) per cent of the issued share capital of the Company from time to time."

9. "That:-

(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of $1.00 each fully paid in the capital of the Company ("Ordinary Shares"), not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:-

(i) market purchase(s) on the Singapore Exchange Securities Trading Limited ("SGX -ST") and/or any other stock exchange on which the Ordinary Shares may for the time being be listed and quoted ("Other Exchange"); and/or

(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buy Back Mandate");

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:-

(i) the date on which the next Annual General Meeting of the Company is held; and

(ii) the date by which the next Annual General Meeting of the Company is required by law to be held;

(c) in this Resolution:- "Average Closing Market Price" means the average of the last dealt prices of an Ordinary Share for the five consecutive market days on which the Ordinary Shares are transacted on the SGX-ST or, as the case may be, Other Exchange immediately preceding the date of Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-market Purchase; "date of the making of the offer" means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Ordinary Shares from Shareholders, stating therein the purchase price (which shall not be more than the Maximum Price) for each Ordinary Share and the relevant terms of the equal access scheme for effecting the Off-market Purchase; "Maximum Price" in relation to an Ordinary Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed in the case of a Market Purchase or, as the case may be, Off-market Purchase of an Ordinary Share, 105 per cent. of the Average Closing Market Price of the Ordinary Shares; and "Prescribed Limit" means that number of issued Ordinary Shares representing five per cent. of the issued ordinary share capital of the Company as at the date of the passing of this resolution.

(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution."

Other

10.To transact any other business which may properly be brought forward.

By Order of the Board
I A MacLean
Company Secretary

Singapore, 7 February 2001

A member of the company entitled to attend the meeting and vote is entitled to appoint a proxy to attend and vote instead of him; a proxy need not be a member of the company. The instrument appointing a proxy (a form is enclosed) must be deposited with the company secretary at the registered office not less than 48 hours before the time appointed for holding the meeting.