Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Fraser and Neave, Limited (the " Company ") will be held at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on 31 May 2006 at 10 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following Ordinary Resolutions.

Resolution 1: Ordinary Resolution
The Proposed Modifications to the Fraser and Neave, Limited Executives’ Share Option Scheme
1989 ("1989 ESOS")

That:

(a) Clause 13.1 of the 1989 ESOS be and is hereby modified, in the manner and to the extent set out in the Appendix to the circular to shareholders of the Company dated 15 May 2006 (the " Circular "); and

(b) the Directors of the Company and each of them be and are hereby authorised to do all acts and things as they may consider necessary or expedient to give effect to this Resolution.

Resolution 2: Ordinary Resolution
The Proposed Modifications to the Fraser and Neave, Limited Executives’ Share Option Scheme
1999 ("1999 ESOS")

That:

(a) Regulations 13.1(a) and 13.1(c) of the 1999 ESOS be and are hereby modified and deleted, respectively, in the manner and to the extent set out in the Appendix to the Circular; and

(b) the Directors of the Company and each of them be and are hereby authorised to do all acts and things as they may consider necessary or expedient to give effect to this Resolution.

Resolution 3: Ordinary Resolution
The Proposed Sub-Division

That:
(a) on and with effect from the books closure date to be determined by the Directors, all of the ordinary shares (" Shares ") in the capital of the Company be subdivided in such manner that every one of the said Shares shall constitute five Shares;

(b) approval be and is hereby given for all of the Shares comprised in outstanding options (" Options ") granted under, and in accordance with the 1989 ESOS and 1999 ESOS, be subdivided in such manner that each of the said Shares shall constitute five Shares; and

(c) the Directors of the Company and each of them be and are hereby authorised to do all acts and things as they may consider necessary or expedient to give effect to this Resolution.

By Order of the Board

Anthony Cheong Fook Seng
Group Company Secretary

Singapore
15 May 2006

Notes:

1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958, not less than 48 hours before the time appointed for the Extraordinary General Meeting. The sending of a Proxy Form by a member does not preclude him from attending and voting in person at the Extraordinary General Meeting if he finds that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked.