Fraser and Neave Limited - Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 104th Annual General Meeting of FRASER AND NEAVE LIMITED will be held at Level, 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on Thursday 30 January 2003 at 10.00am for the following purposes:-

ROUTINE BUSINESS

1. To receive and adopt the report of the directors and audited accounts for the year ended 30 September 2002.

2. To approve a final dividend of 20 cents per share, being after deduction of Singapore tax, in respect of the year ended 30 September 2002.

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-appointed as a Director of the Company to hold such office until the next Annual General Meeting of the Company."

Subject to his re-appointment, Dr Fam will be re-appointed as Chairman of the Executive Committee and a Member of the Nominating Committee.

(b) "That Mr Fock Siew Wah who retires by rotation be and is hereby re-appointed as a Director of the Company."

Subject to his re-appointment, Mr Fock will be re-appointed as Chairman of the Audit, Remuneration and Nominating Committees and a Member of the Executive Committee.

(c) "That Mr Stephen Lee who retires by rotation be and is hereby re-appointed as a Director of the Company."

Subject to his re-appointment, Mr Lee will be re-appointed as a Member of the Executive, Audit, Remuneration and Nominating Committees.

(d) "That Dr Han Cheng Fong who was appointed during the year be and is hereby re-appointed as a Director of the Company."

4. To approve additional directors’ fees of $13,000 paid by the Company for the year ended 30 September 2002.

5. To approve directors’ fees of $440,000 payable by the Company for the year ending 30 September 2003 (last year: $369,000 - including $13,000 additional fee).

6. To re-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, with or without any modifications:-

7. "That approval be and is hereby given to the 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 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 15 per cent. of the issued share capital of the Company from time to time."

OTHER

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

By Order of the Board
Anthony Cheong
Company Secretary

Singapore, 6 January 2003

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.