Result of Annual General Meeting
The Directors wish to announce that at the
Annual General Meeting of the Company held on 29 January 2004, all resolutions
relating to matters set out in the Notice of Meeting dated 6 January 2004 were
duly passed.
For your information, Minutes of the Annual General
Meeting are attached.
MINUTES of the 105TH ANNUAL GENERAL
MEETING of FRASER AND NEAVE, LIMITED held at Level 2, Alexandra Point, 438
Alexandra Point, Singapore 119958 on Thursday 29 January 2004 at
10.00am
.....................................................................................................................................................
PRESENT:-
Dr Michael Fam (Chairman & Shareholder) [ 930,205 shares]
Mr Fock
Siew Wah (Deputy Chairman)
Dr Han Cheng Fong (Director)
Mr Ho Tian Yee
(Director)
Mr Stephen Lee (Director)
Mr Lee Ek Tieng (Director)
Dr
Lee Tih Shih (Director)
Mr Nicky Tan Ng Kuang (Director)
Mr Patrick Goh
Yong Chian (Alternate Director & Shareholder) [ 27,696 shares]
Mr
Anthony Cheong Fook Seng (Company Secretary & Shareholder) [ 4,500
shares]
Mr Yeow Meng Quee (Shareholder) [ 3,550 shares]
Ms Sim Phua Gek
(Shareholder) [ 2,700 shares]
Mr Tai Swee Cheow (Shareholder) [ 3,000
shares]
Mr Tan Ong Ah (Shareholder) [ 900 shares]
Mr Tan Peng Khian
(Shareholder) [ 1,800 shares]
Ms Tan Suat Kian (Shareholder) [ 2,400
shares]
Mr Joseph Ng Peng Leng (Shareholder) [ 22,000 shares]
Mr Steven
P H Tan (Shareholder) [ 10 shares]
Mr Tan Ang Meng (Shareholder) [ 16,000
shares]
Mr Ian A MacLean (Shareholder) [ 179,368 shares]
Mr Wong Khee
Fatt (Shareholder) [ 1,000 shares]
Ms Marion Rachael Tay (Shareholder) [
9,000 shares]
Mr Chan Chee Kwan (Shareholder) [ 2 shares]
Mr Chow Ming
(Shareholder) [ 29,000 shares]
Mr Khoo Eng Chuan (Shareholder) [ 15,390
shares]
Mr Lee Shin Hee (Shareholder) [ 2,700 shares]
Ms Kwan Yam Heun
(Shareholder) [ 10,000 shares]
Mr Kwan Teet Meng (Shareholder) [ 1,548
shares]
Mr Denis W Distant (Shareholder) [ 8 shares]
Mr Chan Kai Kah
(Shareholder) [ 11,472 shares]
Mr Ho Chee Ling (Shareholder) [ 2,000
shares]
Mrs Lim Say Hoe nee
Kwong Chang Kuen Joyce (Shareholder) [ 900
shares]
Mr Lim Say Hoe (Shareholder) [ 2,520 shares]
Ms Emily Wong Wai
Ka (Shareholder) [ 14,000 shares]
Mr Lum Wei Meng (Shareholder) [ 2,000
shares]
Mr Lim Yam Hun (Shareholder) [ 900 shares]
Ms Lee Tuan
(Shareholder) [ 19,337 shares]
Mr Chan Hin Yew (Shareholder) [ 25,903
shares]
Mr Loo Ah Meng (Shareholder) [ 14,000 shares]
Mr Chee Keng Leng
(Shareholder) [ 2,500 shares]
Mr Wong Sai Kwong (Shareholder) [ 2,000
shares]
Mr Ng Theng Kang (Shareholder) [ 5,256 shares]
Mr Vijeyacone
Ariyacone (Shareholder) [ 42,000 shares]
Ms Betty Wong Thean Bee
(Shareholder) [ 1,020 shares]
Mr Wong Mee Khun (Shareholder) [ 500
shares]
Mr Velonsamy S Paramasamy (Shareholder) [ 1,000 shares]
Mr Ong
Pang Soon (Shareholder) [ 800 shares]
Ms Tang Chow lin (Shareholder) [ 300
shares]
Mr Chan Samsina (Shareholder) [ 1,000 shares]
Mr Low Siew Aik
(Shareholder) [ 40,000 shares]
Ms Chay Tim Yan (Shareholder) [ 8,000
shares]
Mr Chan Lid Chong (Shareholder) [ 1,800 shares]
Ms Ruby Chan
Soon Hong (Shareholder) [ 29,160 shares]
Mr Lim Ma Bi (Shareholder) [ 11,000
shares]
Mr Choo Ah Tua (Shareholder) [ 1,000 shares]
Mr K H Huan
(Shareholder) [ 1,000 shares]
Mr Kam See Chen (Shareholder) [ 1,846
shares]
Mr Kow thong Jen @
Kow Chong Jin (Shareholder) [ 9,540
shares]
Mr Chan Chu Fong (Shareholder) [ 200 shares]
Mr Tan Low Hock
(Shareholder) [ 1,000 shares]
Mr J D H Neill (Shareholder) [ 972
shares]
Mr Khoo Hong Kheng (Shareholder) [ 2,000 shares]
Mr Chia Lai
Sang (Shareholder) [ 2,000 shares]
Ms Janet L C Tan (Shareholder) [ 22,500
shares]
Mr Tan Kean Nam (Shareholder) [ 900 shares]
Mr Yeoh Suh Ning
(Shareholder) [ 3,600 shares]
Ms Jenny Tan lay Yong (Shareholder) [ 1,800
shares]
Mr Yeo Choon Siong (Shareholder) [ 3,240 shares]
Mr Rama Muthu
(Shareholder) [ 8,000 shares]
Mr Tan Huang Mun (Shareholder) [ 583
shares]
Mr Chan Hiang Swee (Shareholder) [ 540 shares]
Mr Goh Ah Leck
(Shareholder) [ 1,000 shares]
Mr Heng Yian Hwee (Shareholder) [ 100
shares]
Ms Chow Wing Yit (Shareholder) [ 3,207 shares]
Mr Jeffrey Heng
Wah Yong (Shareholder) [ 12,050 shares]
Mr Lai Seck Khui (Shareholder) [
13,550 shares]
Ms Goh Su Lian (Shareholder) [ 30,184 shares]
Ms Tan Swee
Hwa (Shareholder) [ 42,204 shares]
Mr Lee Heng Wah (Shareholder) [ 5,006
shares]
Mr Hui Choon Kit (Shareholder) [ 2,300 shares]
Ms Kathleen Wong
May Chin (Shareholder) [ 4,752 shares]
Mr Nah Kok Chun (Shareholder) [ 2,592
shares]
Ms Chng Meow Cher (Shareholder) [ 13,045 shares]
Dr Kwok Kain
Sze (Shareholder) [ 6,006 shares]
Ms Chong Yuek Ngor (Shareholder) [ 162
shares]
Mr Ying Cheok Sing (Shareholder) [ 11,000 shares]
Mr Wai Chee
Hoong (Shareholder) [ 2,000 shares]
Mr Wee Poh Lin (Shareholder) [ 3,000
shares]
Mr R T Sheth (Shareholder) [ 900 shares]
Mr Low Choo Kwee
(Shareholder) [ 900 shares]
Mr Ong Sin Lim (Shareholder) [ 1,000
shares]
Mr Pang Kwong Mun (Shareholder) [ 1,000 shares]
Ms Koh Siew
Cheng (Shareholder) [ 450 shares]
Mr Foo Meng Hian (Shareholder) [ 1,000
shares]
BY COMPANY REPRESENTATIVE/PROXY:-
Represented by
Dr Michael Fam
PSA Corporation Limited [ 1,847,956 shares]
HSBC
(Singapore) Nominees Pte Ltd [ 2,165,544 shares]
Citibank Nominees Singapore
Pte Ltd [ 454,168 shares]
DBS Nominees Pte Ltd [ 23,088,019
shares]
Raffles Nominees (Pte) Ltd [ 27,216,425 shares]
United Overseas
Bank Nominees Pte Ltd [ 11,381,938 shares]
Oversea-Chinese Bank Nominees Pte
Ltd [ 186,300 shares]
Kim Eng Securities Pte Ltd [ 14,400 shares]
Ms
Vivienne Wong Pui Pek [ 48,600 shares]
Mr Heng Chin Hock [ 10,000
shares]
Mr Chew Beng Chiat [ 5,765 shares]
Ms Cary, Valeria Roma [ 4,500
shares]
Mr Lie Oen Tjeng [ 1,166 shares]
Mr Chua Cheng Lok [ 8,857
shares]
Represented by: Ms Elizabeth Teoh
The Great Eastern Life
Assurance Co Ltd [ 16,706,351 shares]
The Overseas Assurance Corporation Ltd
[ 9,687,745 shares]
Overseas Assurance Corpn (Malaysia) Bhd [ 71,477
shares]
Great Eastern Life Assurance (Malaysia) Bhd [ 15,985,064
shares]
Represented by: Ms Ng Geok Chin
Ovesea-Chinese Bank
Nominees Pte Ltd [ 9,245,370 shares]
Represented by Mr Fock Siew
Wah
Ms Evelyn Shaw [ 30,600 shares]
Represented by Dr Han Cheng
Fong
Mr Francis Lam Ah Kan [ 9,331 shares}
Represented by Mr Stephen
Lee
Mr John Shaw Lay Siong [ 9,900 shares]
Represented by Mr Ho
Tian Yee
Ms Jenny Ho Kam Thong [ 23,652 shares]
Represented by Mr
Lee Ek Tieng
Ms Lee Soo Neo Patricia nee Lim [ 67,500
shares]
Represented by Dr Lee Tih Shih
Ms Chan Poh Choo [ 12,247
shares]
Represented by Mr Nicky Tan Ng Kuang
Ms Tay Hwei Choo [
9,136 shares]
Represented by Mr Anthony Cheong
DBS Nominees Pte Ltd
[ 11,785,295 shares]
DB Nominees (Singapore) Pte Ltd [ 522,000
shares]
Mr Koh Poh Tiong
Ms Tay Bee Choo [ 6,026
shares]
Represented by Mr Tan Wee Tee
Ms Teresa Tan Siak Lang [
1,944 shares]
Represented by Mr Christopher Tang
Mr Tay Kah Seng [
3,240 shares]
Represented by Mr Wong Luck Jean
Ms Angela Lam [
3,790 shares]
Represented by Mr Vivek Chhabra
Mr Tay Chuan Wei [
1,620 shares]
Represented by: Mr Augustine Chong Yean Joo
Mr Paul
Chong Yean Seong [ 4,082 shares]
Represented by: Mr Mok Fook Kee
Mr
Lai Peck Yue [ 4,000 shares]
Represented by: Mr Tan Peng Guan
Ms
Christina Chow Mei Yong [ 3,000 shares]
Represented by: Mr Lee Seong
Thiam
Mr Ho Ah Kwee [ 3,000 shares]
Represented by: Mr Quek Nam
Kee
Mr Alvin Lee Guan Soon [ 2,000 shares]
Represented by: Mr Chai
Hon Yam
Ms Deborah Chai Suet Lin [ 3,240 shares]
Represented by: Mr
Tay Wei Kiat
Mr Tay Lee Tee [ 30,000 shares]
Represented by: Ms Low
Gim Lian
Mr Sivadas s/o Sandakan [ 75,604 shares]
Represented by:
Mr Tan Tok Jin
HSBC (Singapore) Nominees Pte Ltd [ 1,000
shares]
Represented by: Mr Vincent Chen Wei Ching
Ms Khong May Yue
[ 8,000 shares]
Represented by Mr Soh Suwe
Mr Wong Poh Fong [
36,000 shares]
Represented by Mr Chua Heok Cuan
Mr Stephen Low [
500 shares]
Represented by Ms Jennifer Liew Li Hua
Ms Tan Kuan Hui
[ 900 shares]
IN ATTENDANCE:
Ernst & Young -
Auditors
Represented by : Ms Fang Ai Lian
Mr Nagaraj Sivaram
Mr
Kevin Kwok
Ms Ng Meow Ling
Allen & Gledhill -
Lawyers
Represented by : Ms Christina Ong
Mr Steven
Lo
Barbinder & Co Pte Ltd - Registrars
Represented by : Ms Khor
Yoke Kean
Ms Tan Jack Leng
Ms Irene Chan
- Management
Represented by : Mr Anthony Cheong
Mr Tan Ang Meng
Mr Koh Poh Tiong
Mr Tang Swee Seng
Mr Sonny Tan Hock Sun
Mr David
Chow
1. NOTICE OF MEETING
The Notice convening the Meeting
was, with the approval of the meeting, taken as read.
2. AUDITORS'
REPORT
The Auditors' Report was, with the approval of the meeting, taken as
read.
3. CHAIRMAN’S ADDRESS
" Introductory
Remarks
A very warm welcome, Ladies and Gentlemen,
to the 105th
Annual General Meeting of Fraser and Neave, Limited ("F&N"). Thank you for
your attendance and keen interest in our Company. Your contributions to our
discussions are valued and appropriate action will be taken, where
necessary.
Based on feedback we received from Mr Chan Whay Yam at our
last AGM, you may have noticed that we have significantly enlarged the size of
our meeting room to cater to the growing number of shareholders who now attend
our AGM. I hope you are all comfortably seated and can clearly see Board members
who are now on stage.
It is my pleasure to introduce to you the
distinguished members on our Board. On my left is Mr Fock Siew Wah, who is also
Deputy Chairman of F&N. Next to Mr Fock is Dr Han Cheng Fong, who is
Managing Director of the F&N Group. Next to Dr Han is Mr Lee Ek Tieng and
then, Dr Lee Tih Shih. On my right is our Group Company Secretary, Mr Anthony
Cheong. Next to Mr Cheong is Mr Stephen Lee and Mr Ho Tian Yee. Last, but not
least, is Mr Nicky Tan, who was appointed to our Board in October 2003.
Pages 18, 19, 60 & 61 of our 2003 Annual Report provide background
information on our Directors and their roles in various specialised Committees
of the Board.
You will note that we have a Board of eight members; five
of whom are independent non-executive directors. This ensures that the Board is
able to exercise objective judgement on corporate affairs independently from
Management. The presence of independent directors also ensures that the
interests of small investors are well protected.
I am pleased to note
Euromoney Magazine's recent ranking of Asian Companies showing F&N at 9th
position in terms of exemplary treatment of minority shareholders. Our ranking
was the result of the prestigious magazine's poll of market analysts throughout
Asia.
Before I begin my Address, I would like to give a quick account
of actions taken, arising from shareholders' concerns and requests at the last
AGM. Besides the enlargement of our meeting room, these follow-up actions
include:-
O an update on F&N's Section 44 tax credit, (this is
found in the Chairman's Statement);
O a special dividend of 5
cents per share to mark F&N's 120th Anniversary, (this was paid on 18 June
2003);
O a segmentation of Group net attributable profit by core
business, (this information was requested by Mr Vincent Chen and is found on
pages 96 and 97 of the Annual Report);
O information on F&N
Options granted after the close of the financial year under review, (this was
again a request from Mr Chen and is found as a footnote on page 72).
At
the AGM in 2003, there was much debate on the merits of an Executives' Share
Option Scheme ("ESOS"). Mr Chen, Mr Sheth, Mr Narayana and Mr Distant voiced
reservations. We still believe that ESOS is an important part of our Total
Compensation Scheme, which is aimed at rewarding employees based on their
contribution towards the attainment of desired Corporate objectives. Our
flexible, performance-related Total Compensation Scheme
comprises:
O Base Salary;
O A performance-linked
Variable Bonus, aligned to the achievement of the individual's, business units'
and Group's targets;
O Exceptional Bonus; and
O an
Executives' Share Option Scheme
To remain competitive in the
global marketplace, we will be continually refining our total compensation
structure to enhance the variable component, whilst maintaining moderate
built-in annual salary increases. Our performance measurement system will also
be further fine-tuned to achieve even greater alignment between Corporate
objectives and the performance of individuals and business units.
Our
Total Compensation Scheme has been effective in attracting, retaining and
motivating high-calibre management talent to ensure value creation for
shareholders and the survival of the Group in these turbulent times. The Group's
ability to achieve good profit growth over the past three difficult years,
culminating in record Earnings Per Share ("EPS") in FY 2003, is proof of the
quality of our management team.
Developing and leveraging our human
capital resource will remain a key component of our strategy for sustainable
earnings growth.
There was a suggestion from Mr Vincent Chen that the
Company provide an indication of the impact on profit if share options are
expensed. Using the Black Scholes method, the Group's net attributable profit in
FY 2003 would have been reduced by about $2 million or less than 1%, if share
options of F&N, Asia Pacific Breweries Ltd ("APB") and Fraser & Neave
Holdings Bhd were to have been expensed.
There was a query from Mr
Narayana on the financial return from F&N's privatisation of Centrepoint
Properties Ltd ("CPL") and Times Publishing Ltd ("TPL") in March 2002. FY 2003
was the first full year with CPL and TPL as wholly-owned subsidiaries of
F&N. Based on the additional profit accruing to the Company from its
incremental investment of $321 million to privatise both companies, the return
on investment was 7.3% (after financing costs).
The main reason for the
privatisation of CPL and TPL was to provide the Company with the flexibility to
optimise the use of Group resources and restructure these companies to improve
their investment appeal. At an appropriate future date, both companies may be
considered as candidates for a re-listing on the SGX. No deadline has been set.
I would now like to proceed with my Address to
Shareholders.
FY 2003 Results
I am very pleased to report
that in FY 2003, all our core businesses performed well, enabling the F&N
Group to exceed its aggressive EPS target of $1. This daunting target was set in
FY 1999, when the Asian economic crisis caused the Group's EPS to fall to 22.8
cents.
Page 8 of the Annual Report (fifth row of figures) shows the
steady growth in EPS (before exceptional items), reaching $1.03 in FY 2003.
In 2000, your Board and Management were deeply concerned over the
vulnerability of your Company to a take-over at a price that would have been
grossly unfair to shareholders. Shareholders may recall that F&N shares
closed at $6.05 on 1 October 2000. This was a 41% discount to its net asset
value of $10.24 as at 30 September 2000.
A hostile take-over and a
break-up of the Group would also have threatened jobs and careers of employees,
many of whom have provided long and dedicated service. Long-cherished brands,
business relationships and a 120-year heritage would have been at
risk.
It is gratifying to note that F&N's shares are currently
trading at a 9% premium to its net asset value. Based on its current price of
about $13.40, and a net asset value of $12.32 per share as at 30 September 2003,
your Company is now safe from a take-over that is pegged at a price that would
be grossly unfair to shareholders.
F&N's strong share price
reflects the concerted efforts of your Board and Management to ensure that the
Company is properly valued by the market. Over the past three years, we have
improved the Group's EPS largely through our capital and asset management
initiatives, whilst maintaining steady improvements in operational efficiencies
of our core businesses. Despite a focus on our EPS target, investments in new
markets were continued during the period to ensure long term sustainable
earnings growth for the Group.
Simultaneously, the price-earnings
multiple that F&N shares are accorded by the market has improved due mainly
to a more active investor relations programme. With the success of our new
vision and growth strategy (articulated in the FY 1999 Annual Report), we have
stepped up our investor relations efforts to include visits to fund managers in
major financial centres overseas.
Our Capital Management programme over
the past three years has reduced the Company's share capital by 23.6% mainly
through two pro-rata capital reduction exercises and a selective capital
reduction exercise. The latter, involving a cancellation of 10.8 million F&N
shares held by OCBC Bank, is an innovative approach to remove a potential
overhang of F&N shares in the market. This threat had arisen because of a
ruling by the Monetary Authority of Singapore, requiring local banks to reduce
their non-core investments.
Our Asset Management programme resulted in
the securitisation of Compass Point in November 2002. We continue to evaluate
opportunities to reduce capital tied up in our investment properties to
facilitate its re-deployment to higher-yielding activities.
Based on
the current share price of about $13.40, a shareholder who had bought 1,000
F&N shares at $6.05 per share on 1 October 2000, would have enjoyed a total
shareholder return of about 120%. Ignoring brokerage fees etc, this is a profit
of about $7,260 on an investment of $6,050. This return takes into account
dividend receipts of $885, two tranches of cash distribution totalling $1,571
and a market value of $10,854 on his residual holding of 810 shares.
Dividend Policy
Page 8 of the Annual Report shows the
significant rise in net dividend paid since FY 1999 - from 16 cents, to 18
cents, to 30 cents, then 35 cents and 50 cents for FY 2003, assuming
shareholders approve the recommendation for a final net dividend of 30 cents.
The Board supports a progressive dividend policy. Barring unforeseen
circumstances, it is the Board's intention to maintain the after-tax dividend at
not less than the normal after-tax dividend in the previous year.
A payout of up to 50% of attributable net profit (before
exceptional items) has been adopted by the Board. In any given year, the actual
payout will need to take into account the Group's earnings outlook and plans for
new investments to ensure sustainable earnings growth. The Board supports the
payment of a special dividend under certain circumstances such as auspicious
occasions or windfall gains from an exceptional event. An example is the special
dividend of 5 cents paid in June 2003 to mark the 120th Anniversary of the
founding of the Company.
For FY 2003, the after-tax dividend of 50
cents is 45.0% of Group net attributable profit (before exceptional items). This
compares with the 41.4% payout in FY 2002.
It is important for
shareholders to note that the Group's net attributable profit is not immediately
and fully available to F&N for purposes of dividend distribution as its
subsidiaries retain part of their profits for re-investment purposes.
Looking Ahead
For FY 2004, more favourable economic
conditions and growing consumer confidence are expected to boost demand for our
products and services. Additionally, our EPS will benefit from the full year
impact of a 13% reduction in weighted average share capital, compared to FY
2003.
Longer term, the Group will continue to reduce its reliance on
the small and mature Singapore market for earnings growth.
O APB
has established a strong presence in Indochina and Thailand. These two markets
contributed 53% of APB's PBIT in FY 2003. The start-up of APB's new brewery in
Hatay Province (Vietnam) in October 2003 and the doubling of capacity at its
brewery in Thailand in December 2003, will ensure that we can continue to reap
benefits from these high-growth markets.
O CPL has two large and
promising projects in UK and Australia. Details of its Wandsworth Riverside and
Regent Theatre projects are outlined on pages 41 and 42 of the Annual Report.
Plans are underway to significantly increase CPL's presence in these
markets.
O In our publishing business, TPL has opened new markets
in Eastern Europe for its partworks. It has extended its printing operations to
Australia, thus becoming a leading regional printer. Cost and time-sensitive
customers of TPL now have a choice of printing in any of its eight international
printing plants located in Singapore, Malaysia, United Kingdom, China and
Australia.
China will, increasingly, be an important market for the
Group.
O For our Breweries business, we look forward to stronger
growth arising from the proposed production of Heineken beer in Shanghai.
O For our Properties business, CPL has made good inroads in
Shanghai and maiden profits from property development projects are expected in
2004, with exciting profit potential in the ensuing years. Fraser Serviced
Residences has just signed its first management contract in China and will be
responsible for the management of a 232-unit development in Shekou, Shenzhen
owned by China Merchants Real Estate Co Ltd. Fraser Place Shekou, Shenzhen is
targeted for opening in September 2004. Several other opportunities are in the
pipeline.
O For our Publishing business, TPL has struck its first
licensing deal based on a series of books, which will be launched in December
2004. TPL has also embarked on co-publishing and the licensing of reference
products with the Foreign Language Teaching and Research Press, the largest
foreign language publisher in China.
O TPL's four printing plants
in China are performing well, reflecting buoyant demand. Plans for further
expansion of TPL's printing business are also being evaluated.
O
The Group's glass joint venture, Sichuan Malaya Glass Co completed the
construction of its 270-tonne furnace and began commercial production in August
2003.
We are optimistic that our robust business model, based on three
core businesses - Food & Beverage, Properties and Publishing & Printing
- with a wide geographical spread of markets, can continue to produce
satisfactory returns to shareholder.
Conclusion
It has
been another challenging year. I would like to again commend my Management and
Staff for their strenuous efforts, which have contributed towards the sterling
results of the Group.
At the invitation of the Board, I have agreed to
stay on as Executive Chairman until the AGM in 2006. Till then, one of my key
tasks will continue to be the mentoring of the Group's "new" generation of
senior managers. Institutional memory and learnings will have to be transmitted.
Greater teamwork will be cultivated amongst our various business units to
provide the Group with a unique competitive edge. Efforts to further strengthen
our organisation are ongoing to ensure that our Group's core competencies remain
relevant and ahead of competition.
I am grateful to my esteemed
colleagues on the Board, especially the non-executive Deputy Chairman, Mr Fock
Siew Wah, for the wise counsel and very active participation in meetings of the
Board and specialised committees. Page 54 of the Annual Report provides an
indication of the busy schedule of meetings in FY 2003.
To all
shareholders, I would also like to express my appreciation for your continued
support. "
4. DIRECTORS' REPORT AND ACCOUNTS
On the proposal
of Mr R T Sheth seconded by Mr Vincent Chen Wei Ching, it was after some
discussion unanimously:-
RESOLVED that the Directors' Report and
Audited Accounts for the year ended 30 September 2003 be received and
adopted.
5. FINAL DIVIDEND
On the proposal of Dr Michael Fam
seconded by Mr Lim Say Hoe, it was unanimously:-
RESOLVED that, a final
dividend of 30 Singapore cents per share, being after deduction of Singapore
tax, be paid for the year ended 30 September 2003 on 19 February
2004.
6. ELECTION OF DIRECTORS
(a) Dr Michael
Fam
As he was an interested party in the Resolution, the Chairman invited Mr
Fock Siew Wah to take the Chair while the motion was being
considered.
The resolution for the re-election of Dr Fam was proposed
by Mr Fock Siew Wah and seconded by Mr Chan Hian Sui. It was:-
RESOLVED
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.
The Chairman resumed the chair
and thanked Members for their support.
(b) Mr Lee Ek Tieng
On
the proposal of Dr Michael Fam and seconded by Mr Lim Say Hoe, it
was:-
RESOLVED that, pursuant to Section 153(6) of the Companies Act,
Cap.50, Mr Lee Ek Tieng be and is hereby re-elected as a director of the Company
to hold such office until the next Annual General Meeting.
(c) Mr
Ho Tian Yee
On the proposal of Mr R T Sheth and seconded by Mr Ian A
MacLean, it was:-
RESOLVED that Mr Ho Tian Yee, who retired by rotation
in accordance with Article 117 of the Company's Articles of Association, be and
is hereby re-appointed as a director.
(d) Dr Lee Tih Shih
On
the proposal of Dr Michael Fam and seconded by Mr Denis W Distant, it
was:-
RESOLVED that Dr Lee Tih Shih, who retired by rotation in
accordance with Article 117 of the Company's Articles of Association, be and is
hereby re-appointed as a director.
(e) Mr Nicky Tan Ng
Kuang
On the proposal of Dr Michael Fam and seconded by Mr Denis W Distant,
it was:-
RESOLVED that Mr Nicky Tan Ng Kuang, who was appointed during
the year, and retired in accordance with Article 122 of the Company’s
Articles of Association, be and is hereby re-appointed as a director.
7. DIRECTORS' FEES FOR YEAR ENDING 30 SEPTEMBER 2004
On the
proposal of Mr Vincent Chen Wei Ching and seconded by Mr Low Siew Aik, it
was:-
RESOLVED that directors' fees for the year ending 30 September
2004 be $547,000.
8. APPOINTMENT OF AUDITORS AND
REMUNERATION
On the proposal of Dr Michael Fam seconded by Mr R T Sheth, it
was:-
RESOLVED that Messrs Ernst & Young, Certified Public
Accountants, Singapore be and are hereby appointed auditors for the ensuing year
and the Directors be authorised to fix their remuneration.
SPECIAL
BUSINESS
9. POWER TO ISSUE SHARES
On the proposal of Mr Vincent
Chen Wei Ching and seconded by Mr R T Sheth, it was:-
RESOLVED that
authority be and is hereby given to the Directors of the Company
to:
(a) (i) issue shares in the capital of the Company ("shares")
whether by way of rights, bonus or otherwise; and/or
(ii) make or grant
offers, agreements or options (collectively, "Instruments") that might or would
require shares to be issued, including but not limited to the creation and issue
of (as well as adjustments to) warrants, debentures or other instruments
convertible into shares,
at any time and upon such terms and conditions
and for such purposes and to such persons as the Directors may in their absolute
discretion deem fit; and
(b) (notwithstanding the authority conferred
by this Resolution may have ceased to be in force) issue shares in pursuance of
any Instrument made or granted by the Directors while this Resolution was in
force,
provided that:
(1) the aggregate number of shares to
be issued pursuant to this Resolution (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not
exceed 50 per cent of the issued share capital of the Company (as calculated in
accordance with sub-paragraph (2) below), of which the aggregate number of
shares to be issued other than on a pro rata basis to shareholders of the
Company (including shares to be issued in pursuance of Instruments made or
granted pursuant to this Resolution) does not exceed 20 per cent of the issued
share capital of the Company (as calculated in accordance with sub-paragraph (2)
below);
(2) (subject to such manner of calculation as may be
prescribed by the Singapore Exchange Securities Trading Limited
("SGX-ST")) for the purpose of determining the aggregate number of
shares that may be issued under sub-paragraph (1) above, the percentage of
issued share capital shall be based on the issued share capital of the Company
at the time this Resolution is passed, after adjusting for:
(i) new
shares arising from the conversion or exercise of any convertible securities or
share options or vesting of share awards which are outstanding or subsisting at
the time this Resolution is passed; and
(ii) any subsequent
consolidation or subdivision of shares;
(3) in exercising the
authority conferred by this Resolution, the Company shall comply with the
provisions of the Listing Manual of the SGX-ST for the time being in force
(unless such compliance has been waived by the SGX-ST) and the Articles of
Association for the time being of the Company; and
(4) (unless revoked
or varied by the Company in general meeting) the authority conferred by this
Resolution shall continue in force until the conclusion of the next Annual
General Meeting of the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is the
earlier.
10. FRASER AND NEAVE LIMITED EXECUTIVES' SHARE OPTION
SCHEME 1989
On the proposal of Mr R T Sheth and seconded by Mr Ian A
MacLean, it was:-
RESOLVED 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 1989.
11. FRASER AND NEAVE LIMITED EXECUTIVES’
SHARE OPTION SCHEME 1999
The resolution was proposed by Mr R T Sheth and
seconded by Mr Low Siew Aik.
In accordance with the Articles of
Association of the Company, the Chairman declared that voting on the resolution
would be by poll.
The resolution was then put to the vote and was
passed by 79,121,575 (66.9%) votes for, and 39,174,390 (33.1%) votes against.
The Chairman declared the following resolution carried:
RESOLVED 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.
12. ANY OTHER
BUSINESS
The Chairman acknowledged a written request from Mr Vincent Chen
Wei Ching to speak on the subject of Minutes of Shareholders' Meetings and
invited him to address the Meeting.
Mr Chen addressed the Meeting and
reiterated his previous requests for comments and responses to be recorded in
the official Minutes of such meetings.
The Chairman said that Mr Chen's
comments would be noted and given due consideration by the Board.
The
Chairman further stated that there was no other business of which due notice had
been received and declared the Meeting closed.
A TRUE
RECORD
..................................
Chairman
Submitted
by Anthony Cheong Fook Seng, Company Secretary on 29/1/2004 to the SGX
|
2004 
