Fraser and Neave : Audited financial statements of F&N Treasury Pte. Ltd. as at 30 September 2015

F&N TREASURY PTE LTD

(Company Registration No.200617668D) (Incorporated in the Republic or Singapore)

Directors' Statement & Audited Financial Statements 30 Septem ber 2015

A member oflhc

FRASER AND NEAVE GROUP

F&N TREASURY PTE LTD

GENERAL INFORMATION

DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE

AUDITOR

PRINCIPAL BANKER

INDEX

Directors' Statement Auditor's Report Profit Statement

Statement of Comprehensive Income Balance Sheet

Statement of Changes in Equity Cash Flow Statement

Notes to the Financial Statements

Mr Anthony Cheong Fook Seng Mr I Iui Choon Kit

Mr Anthony Cheong Fook Seng

438 Alexandra Road

#20-00 Alexandra Point

Singapore 1 19958

Ernst & Young LLP

Oversea-Chinese Banking Corporation Ltd

Page

2 - 4

5

6

7

8 - 9

J O

11 - 12

13 - 42

F&N TREASURY PTE LTD

DIRECTORS' STATEMENT

The directors have pleasure in presenting their statement together with the audited financial statements of F&N Treasury Pte Ltd (the ''Company") for the financial year ended 30 September 2015.

1. DIRECTORS

The directors of the Company in office at the date of this statement are: Mr Anthony Cheong Fook Seng

Mr Hui Choon Kit

1. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES

   Neither at the end of, nor at any time during, the financial year was the Company a paity to any arrangement whose objects was to enable the directors of the Company to acquire benefits by means of an acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed in this statement.

2. DIRECTORS'INTERESTSIN SHARES OR DEBENTURES

1. The following directors, who held office at the end of the financial year, had, accord ing to the register required to be kept under Section 164 of the Companies Act (Chapter 50 of Singapore), interest in the shares in or debentures of the Company and its related corporations as stated below:

   Direct Interest Deemed Interest

   Name of Director Anthony Cheong Fook Seng	As at I Oct 2014	- _3_0_S cp 2_0_15_	M l_O_d	..	M --=3-10l0s,·,·.c,,.p,'-"2"0'"1'5'---
   92,950	241,386
   (Year 2)	16,171 i	121
   (Year '.	24,150	23,463 1-11

   • Fraser a111/ lTe(lve. Limited

     • Ordinary shares

   • Conditional award ol'rcstrictcd shares

   • Conditional award of restricted shares

   • Conditional award of performance shares ( Year l)

   • Conditional award of restricted shares ( Ycar 4)

   • Conditional award of performance sl,ares (Year 4)

   • Conditional award of restricted shares (Year 5 )

   • Conditional award of pcrfonnance shares (Year 5)

   • Conditional award of restricted shares ( Ycar 6J n Conditiona) award of performance shares (Year 6)

32)80 (5 f,i 7)

77.294 1ll·J1 44,850 ;lll1

'.6,434 d I 121 45,87,1

63,540 (DI 63.540

20,398 tl 20,398

,l0 :

16.000 !lb•

• Fraser..-, Ce11trepoi11t Limited

  • Ordinary shares

    Hui Choon Kit

    185,900 ;!'?) 185,900

• Fraser and Ne11ve, Limited

  • Ordinary shares

  • Conditional award of restricted shares (Year 2)

  • Conditional award of restricted shares ( Year 3)

99.571 244,5! 9

17.655 !l:O ,2,

24.150 d'J) 23,463 t,Wl

·fi'rasers Ctmtrepoh1t Limited

-. Ordinary shares

199,142 (171 [()

The deemed interest in 16, 171 shares in Fraser and Neave. Limited ("F&N ..) arose from the release of shares in accordance with the F&N Restricted Share l'lan ("RSP"). Adjustments were made on 7 October 2014 following F&N's distribution to its shareholders by way of dividend rn .,pec11! and a capital reduction undc1t;1kcn by F&N

Shares have been released in accordance with the RSP.

TI1e deemed interest in 24.150 shares in F&N arose from the release of shares in accordance with the RSP. Adjustments were made on 7 October 2014 following F&N's distribution to its shareholders by way of dividend 111 .,pec,e and a capital reduction undertaken by F&N during thnt year. This resulted in the deemed interest increasing lo 4,926 shares in F&N.

The deemed interest in up to 32.380 shares in F&N arose from the grant of a conditional award of pcrfonnance shares under the F&N Performance Share Plan ("PSP") alcr adjustment due to a capital reduction unde11aken by F&N during the financial year ended 30 Septcmher 2013. The actual number of F&N shares to be awarded will range from 0% to 200% of the adjusted base award of I 6, 190 shares, depending on the level of achievement of perfonnancc targets over a three­ year performance period.

Adjustments were made on 7 October 2014 following F&N's distribution to its shareholders by way of dividend 111 .,pec1e and a capital reduction undertaken by

F&N during that year. This resulted in the deemed interest increasing to 62,810 shares in F& N. Shares have been released in accordance with the PSP

The deemed interest in up to 77.294 shares in F&N arose from the grant of a conditional award of restricted shares under !he RSP after adjustment due to a capital reduction undertaken by F&N during the financial year ended 30 September 2013. The actual number of F&N shares to be awarded will range from 0% to 150% of the adjusted base award of 51,529 shares. depending on the level of achievement of performance targets over a two-year performance period,

Adjustments were made on 7 October 2014 following F&N"s distribution to its shareholders by way of dividend III v1ec1 and a capital reduction undertaken by

F&N during that year. This resulted in the deemed interest increasing to 149.489 shares in F&N.

The deemed interest in 44 ,850 shares m F&N arose Ji om the rckasc or ha, cs ,n accordance with the RSP.

JI The deemed interest in up to 36,434 shares in F&N arose from the grant of a conditional award of perfomiance shares under the PSP after adjustment due to a capital reduction undertaken by F&N during the financial year ended 30 September '.!O 13. The actual number of F&N shares to be awarded will range from 0% to 200,o of the adjusted base award of J 8,21 7 shares, depending on the level of achievement of performance targets over a thrccycar pcrfonnancc period

"

Adjustments were made on 7 October 201,1 following F&N's distribution to its shareholders by way of dividend 111 .,peue and a capital reduction undertaken by

F&N during that year. This resulted in the deemed interest increasing to 45.874 shares in F&N.

" The deemed interest in up to 63,540 shares in F&N arose from the grant on IOctober 2014 of a conditional award of restricted shares under the RSI' in respect of

the financial year ended 30 September 2014. The actual number of F&N shares to be awarded will range from 0% to 150% of the base award of 42.360 shares,

1-1The deemed interest in up to 20,J9R shares in F&N arose from the grant on 1 October 2014 of a conditional aw:ird of performance shares under the PSP in respect of the financial year ended JO September 201 4. The actual munbcr of F&N shares to be awarded will range from 0% to 200% of the base award of I 0.199 shares depending on the level of achicYcmcnl of performance targets over a three-year pcrlbnnancc period.

16 The deemed interest in up to 16,000 shares in F&N arose from the b'fant of a conditional award of perfonnance shares under the PSP in respect of the financial year ended 30 September 2015. The actual number of F&N shares to he awarded will range from 0% to 200% of the base award of 8,000 shares, depending on the leYel of achievement of perfonnance targets set a three-year perfonnance period.

17 The itltcrest arose from the complet1on of the distribution of the dividend 111 speue by F&N of all of the ordinary shares held by F&N in the issued share capital of Frascrs Centrepoint Limited ('"FCJ.") to the shareholders of F&N, on the basis of two ordinary shares in FCJ. for each share in F&N held by the shareholders of F&N and the listing of FCL on the Main Board of the Singapore Exchange Securities Trading Limited on () January 2014.

The deemed interest in 17,655 shares in F&N arose from the release of shares m accordance with the RSP. Acljustments were made on 7 October 1014 following F&N's distribution to its sltmeholuern by way of dividend m speue aud a capital reduction undertaken by F&N during that year. This resulted in the deemed interest increasing to 34,635 shares in F&N.

1, The deemed interest in 24, 150 shares in F&N arose from the release of shares m accordance with the RSI'. Adjustments were made on 7 October 2014 following F&N's distribution to its shareholders by way of dividend in .,peue and a capital reduction nndertaken by F&N during that year This resulted in the deemed interest increasing to 46.926 shares in F&N_

The deemed interest in 23,463 shares in F&N arnsc from the release of shares in accordance with the RSI'.

"

Adjustments were made on 7 October 2014 following F&N's distribution to its shareholders by way of dividend m specie and a capital reduction undc11akcn by

F&N during that year. This resulted in the deemed interest increasing to 62,810 shares in F&N.

" The deemed interest in up to 66,252 shares in F&N arose from the grant of a conditional award of restricted shares under the RSP after adjustment due lo a capital reduction undc11aken by F&N during the financial year ended 30 September 2013. The actual number of F&N shares to be awarded will ranc from 0% to 150%

of the adjusted base award of ·14, 168 shares, depending 011 the level of achievement of performance targets over a two-year performance period

2,1 Adjustments were made on 7 October 2014 following F&N's distribution to its shareholders by way of dividend m .,pecie and a capital reduction undertaken by

F&N during that year, This resulted in the deemed interest increasing to 128,135 shares in F&N