be with you - thaibevthaibev.listedcompany.com/misc/ar/20140410-thaibev-ar2013-en.pdf · be with...

BE WITH YOUANNUAL REPORT 2013

Thai Beverage Public Company Limited

Thai Beverage Public Company Limited is deeply honored and grateful to His Majesty the King

for His gracious kindness in bestowing the Royal Warrant on the Companyon 9th September, 2013.

Contents

4 Investor Information

6 Financial Highlights

10 Message from the Chairman

12 Ceo talk

14 Board of Directors

16 executive Committee & Management Committee

18 Profile of Directors & Key Management

30 Product Portfolio

44 Awards

54 shareholding structure

56 Report of the Board of Directors

68 organization structure

73 operating and Financial Review

94 our People our success

96 Credit Rating Announcement

97 Corporate Governance Report

113 Audit Committee Report

114 Independent Auditor’s Report

115 Financial statements

218 Interested Persons transactions Report

232 Announcements to sGX in 2013

233 General Corporate Information

BE WITH YOU ALWAYSEvery drop of ThaiBev’s beverages reflects our dedication to being consumers’ brand of choice. We strive to deliver products that delight consumers, wherever they are.

We are proud that we are able to satisfy consumer demand all across Thailand, and increasingly, the region. As we enter our next phase of growth, we are determined to continue upholding our strong track record of product availability and reliability.

BE WITH YOU ALWAYSEvery drop of ThaiBev’s beverages reflects our dedication to being consumers’ brand of choice. We strive to deliver products that delight consumers, wherever they are.

We are proud that we are able to satisfy consumer demand all across Thailand, and increasingly, the region. As we enter our next phase of growth, we are determined to continue upholding our strong track record of product availability and reliability.

InvestoRInFoRMAtIonThai Beverage Public Company Limited is listed on the Singapore Exchange (SGX-ST) main board

ThaiBEv’SSToCk PErformanCE

SET REbaSEdThaibEv CloSE

STi REbaSEd

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SGX Ticker / ThbEv

Reuters / tbev.si

bloomberg / thbev sp

Google Finance / SiN:Y92 iPo date30-may-06iPo offer priceS$0.28Fiscal year endsDecember 31External auditorkPmG Phoomchai audit Ltd.dividend Policynot less than 50% of net profit after deducting all appropriated reserves and investments

Share price *2013 high S$ 0.712013 Low S$ 0.40* Data from January 2, 2013 to December 31, 2013

ThaiBEv’SmonThLy voLumE

iNvESToR RElaTioNS CoNTaCT:

investor relations DepartmentThai Beverage Public Company Limited14 vibhavadi rangsit rd., ChomphonChatuchak , Bangkok 10900 ThaiLanD

Corporate website:www.thaibev.com

iR website:www.thaibev.com/ir.html

E-mail:[email protected]: +662 785 5555fax: +662 272 3026

iNvESToR RElaTioNS TEam:

Namfon aungsutornrungsiTel: +662 785 5037E-mail: [email protected]

Tiranan KittipongTel: +662 785 5036E-mail: [email protected]

Taweechai ChachiamchenTel: +662 785 5281E-mail: [email protected]

Najchar lertprapanTel: +662 785 5294E-mail: [email protected]

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FInAnCIAlHIGHlIGHts

2013 2012

STaTEmENTS oF iNComE (mil.baht)revenue from sales 155,771 161,044

Total revenues 160,327 175,492

Cost of sales 112,033 115,622

Gross profit 43,738 45,422

operating profit 21,260 20,858

EBiT 25,557 35,306

net profit 19,002 28,760

Depreciation and amortisation 3,933 3,929

EBiTDa 29,490 39,235

balaNCE ShEETS (mil.baht)

Current assets 49,724 47,149

non-current assets 133,606 160,537

Total assets 183,329 207,686

Current liabilities 26,230 30,593

non-current liabilities 59,106 92,122

Total liabilities 85,336 122,715

Shareholders’ equity 97,993 84,971

Total liabilities and shareholders’ equity 183,329 207,686

liqUidiTY RaTio

Current ratio times 1.90 1.54

Quick ratio times 0.57 0.46

average Collection Period days 8.76 8.16

average inventory Period days 110.46 100.27

average Payable Period days 16.80 16.42

Cash Cycle days 102.42 92.01

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2013 2012

PRoFiTabiliTY RaTio

Gross Profit margin % 28.08 28.20

EBiTDa margin % 18.93 24.36

EBiT margin % 16.41 21.92

operating Cash flows to operating Profit ratio % 85.07 94.57

net Profit margin % 12.20 17.86

return on Equity % 20.77 38.82

EFFiCiENCY RaTio

return on assets % 9.72 18.73

return on fixed assets % 41.24 64.86

Total assets Turnover times 0.80 1.05

lEvERaGE RaTio

Debt to Equity ratio times 0.87 1.44

interest Bearing Debt to Equity ratio times 0.69 1.23

interest Bearing Debt to EBiTDa ratio times 2.30 2.65

interest Coverage ratio times 12.72 28.00

Dividend Payout ratio % 57.89 37.17

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totAl sAles Revenue

Billion Baht

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4% from fooD

11% from non-aLCohoL BEvEraGE

21% from BEEr

64% from SPiriTS

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* remark: Sales volume of products with own company brands

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dear Shareholders,

2013 was another remarkable year for Thai Beverage Public Company Limited (“Thaibev”). During the year, we expanded our beverage business from the national level to the regional level with our investment in fraser and neave, Limited (“F&N”), the largest ever acquisition in Singapore’s corporate history. The investment marked a significant step forward in our journey to achieve our goal of becoming a world-class total beverage producer and distributor. in Thailand, we continued to maintain our leadership in the alcoholic beverage market, and our spirits business achieved robust revenue growth. in addition, we focused on further developing our non-alcoholic beverage business through sales promotion and advertising activities that sought to raise awareness of our new brands among consumers.

ThaiBev achieved a total revenue of Baht 155,771 million in fy2013, a slight decrease of 3.3 percent when compared to the previous year. We also recorded an 18.2 percent year-on-year increase in net profit to Baht 19,002 million (excluding gains from our investments in associate companies), due to an increase in our share of f&n’s profits. on the back of the solid performance, ThaiBev announced a dividend payment of Baht 11,048 million in aggregate to our shareholders, or Baht 0.44 per share.

our alcoholic beverage business continued to grow in 2013, as a result of an increase in revenue and net profit generated by our spirits business, as well as our products’ strong brand equity. our beer business also achieved positive earnings before interest, tax, depreciation, and amortisation as our cost control strategy to increase the contribution margin per unit proved effective. The steps we took to reinforce the brand image of our beer products also aided in the improvement of our beer business.

it was a challenging year, however, for our non-alcoholic beverage business, especially with the expiry of Sermsuk’s production and distribution agreement with an international enterprise at the end of 2012. in turn, we launched our own carbonated soft drink brand, thereby venturing into a new market segment. Consumer feedback about the brand over the past year has been positive. in the green tea business, we continued to innovate, launching new products and flavours. We also embarked on regular marketing activities to raise awareness of our products. in addition, we expanded our green tea business into other countries in Southeast asia, with favourable sales performance results.

During the year, ThaiBev also started to collaborate with f&n, tapping on synergies to enhance both companies’ distribution networks, as well as product and brand development capabilities, on a regional level. notably, ThaiBev launched oishi’s green tea products in malaysia, and made plans to deepen the market penetration of f&n’s beverages in Thailand. We intend to leverage the connectivity across the region, and optimise our logistical operations so as to position ThaiBev to benefit from the actualisation of the aSEan Economic Community in 2015. This would strengthen our presence as a total beverage company in the region.

having come this far, i would like to convey my sincere appreciation to the management team of ThaiBev and all employees for their dedication, perseverance, and hard work. Each and every one of them has played a key role and contributed greatly to our efforts to grow our business, and realise our vision of becoming a world-class regional total beverage company. i believe that as we continue to operate with virtuous work ethics, and uphold the highest standards of corporate governance, transparency, and social responsibility, ThaiBev can grow in a respectable and sustainable manner.

on behalf of ThaiBev’s Board of Directors, i would like to thank you, as well as our customers and business partners for the trust and confidence placed in us all these years. i look forward to your continued support in the years ahead.

Charoen SirivadhanabhakdiChairman of the Board

MessAGe FRoMtHe CHAIRMAn

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dear Shareholders,

2013 was another challenging year for Thai Beverage Public Company Limited (“Thaibev”) as the business was affected by an increase in excise tax rates, heightened competition in the non-alcoholic beverage segment, and the precarious political situation at the end of the year. nevertheless, being a resilient company, ThaiBev was able to generate a total revenue of Baht 155,771 million during the year, a slight decrease of only 3.3 percent from 2012.

Despite the slowdown in sales, we remained the leader in the spirits market in Thailand. We also widened our beverage production and distribution network to the regional level through our investment in fraser and neave, Limited (“F&N”), which also enabled us to further diversify our product portfolio as a total beverage company. We now boast a wide variety of products ranging from Thai spirits, Chinese spirits, Scotch whiskies, and beer, to drinking water, ready-to-drink green tea, carbonated soft drinks, electrolyte beverages, dairy products, and soya milk.

remarkably, despite the excise tax hike which impacted net sale price, our spirits business achieved a total sales growth of 7.3 percent from the previous year, and net profit rose 3.2 percent year-on-year. This was attributable to our products’ strong brand equity and the dedication of our sales team. in addition, we also enlarged our portfolio of premium spirits with the launch of ‘Blend 285 Signature’, which offers a uniquely appealing taste, and comes in elegantly designed bottles with classy labels comparable with that of eminent international brands. These initiatives were part of our thrust to develop high-quality products for sale at reasonable prices, so as to capture the higher end of the market. our pricing strategy also resulted in favourable outcomes for our beer business, which achieved positive earnings before interest, tax, depreciation, and amortisation, and reported a smaller net loss.

notwithstanding the intensified competitive environment, we were able to maintain our market share in the non-alcoholic beverage segment as we continued to focus on raising consumer awareness of our quality products through marketing activities. furthermore, we began distributing oishi’s green tea in neighbouring countries, such as myanmar and malaysia, expanding our reach beyond existing markets such as Laos and Cambodia where we already have strong presence. To expedite the growth of our young carbonated soft drink brand, ‘est’, we also embarked on a drive to enhance the brand’s international image by sponsoring manchester City football Club. This sponsorship also aims to rapidly increase the brand’s visibility among target consumers, especially within aSEan markets.

in our food business, we placed great emphasis on expanding oishi’s network of food outlets, particularly in large cities in Thailand where there has been an increase in purchasing power. in addition, oishi diversified beyond the buffet restaurant sector, opening other types of restaurants and launching new food products for sale at retail stores across the country. These include refrigerated food, frozen food, and Japanese snacks. The launches put us in good stead to capitalise on the continuously growing popularity of Japanese food in Thailand.

Executing our business expansion plan for aSEan markets, we implemented our strategy of collaboration with f&n. The collaboration enables both companies to share experiences and resources, as well as tap on each other’s expertise in the food and beverage business, in order to enhance both companies’ capabilities and already comprehensive product portfolios. it also lays the foundation for ThaiBev to expand our consumer base to include muslim consumers, with the potential addition of halal food and beverage items produced utilising compliant ingredients, methods, and f&n’s facilities in malaysia.

a key pillar supporting our business expansion initiatives is the contribution of our employees. recognising the importance of human resources, we rolled out a “year of Greater Efficiency” campaign in 2013 as part of the “ThaiBev Core values” project. as part of the campaign, we encouraged employees across ThaiBev and our subsidiaries to submit ideas under “The Greater Efficiency Contest 2013” to suggest ways to enhance work efficiency. The contest provided a platform for employees to showcase their knowledge and competency, share tips and best practices, and explore innovative solutions in a bid to increase the efficiency and effectiveness of their respective business units.

finally, i would like to take this opportunity to thank you, as well as our business partners for the trust placed in us. i would also like to express my gratitude to all our directors, executives, and employees for their resolve and their dedication to every mission over the past year. i truly hope that ThaiBev will receive your continuous support and encouragement as we jointly drive ThaiBev’s business forward in the coming years, all the while upholding stellar standards of corporate governance and citizenship.

Thapana SirivadhanabhakdiPresident and CEo aN

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mR. ChaRoEN SiRivadhaNabhaKdiChairman

mR. KomEN TaNTiwiwaTThaNaPhaNvice Chairman

mR. PRaSiT KovilaiKool independent Director and audit Committee Chairman

mR. NG TaT PUNindependent Director and audit Committee member

KhUNYiNG waNNa SiRivadhaNabhaKdivice Chairman

mR. PUChChoNG ChaNdhaNaKijDirector

PRoF. KaNUNG lUChaiindependent Director andaudit Committee member

mR. miChaEl laU hwai KEoNGindependent Director

mR. NaRoNG SRiSa-aNvice Chairman

mS. KaNoKNaRT RaNGSiThiENChaiDirector

mR. maNU lEoPaiRoTEindependent Director andaudit Committee member

PRoF. PoRNChai maTaNGKaSombUTindependent Director

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dR. SaKThiP KRaiRiKSh independent Director

mR. PaNoTE SiRivadhaNabhaKdiDirector

mR. SiThiChai ChaiKRiaNGKRaiDirector and Executive vice President

GEN. dR. Choo-ChaTKambhU Na aYUdhYaindependent Director

mR. ThaPaNa SiRivadhaNabhaKdiPresident and CEo

dR. PiSaNU viChiENSaNThDirector and Senior vice President

mR. vivaT TEjaPaibUlDirector

mR. UEYChai TaNTha-obhaSDirector and Executive vice President

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* ms. vaewmanee Soponpinij Company Secretary / Secretary to the Board

ms. Nantika Ninvoraskul assistant Secretary to the Board

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mR. ChaRoEN SiRivadhaNabhaKdiExecutive Chairman

mR. maRUT bURaNaSETKUl Senior vice President

mR. KomEN TaNTiwiwaTThaNaPhaN3rd Executive vice Chairman



KhUNYiNG waNNa SiRivadhaNabhaKdi1st Executive vice Chairman

mR. PRaPaKoN ThoNGThEPPaiRoTSenior vice President

mR. PUChChoNG ChaNdhaNaKij4th Executive vice Chairman


mR. NaRoNG SRiSa-aN2nd Executive vice Chairman

mS. KaNoKNaRT RaNGSiThiENChai5th Executive vice Chairman


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1. mR. ThaPaNa SiRivadhaNabhaKdi President and CEo marketing / international Business

2. mR. UEYChai TaNTha-obhaS Director and Executive vice President Sales / Spirits Business Group

3. mR. SiThiChai ChaiKRiaNGKRai Director and Executive vice President finance

4. dR. PiSaNU viChiENSaNTh Director and Senior vice President Beer Production

5. mR. PRaPaKoN ThoNGThEPPaiRoT Senior vice President Beer Business Group

6. mR. maRUT bURaNaSETKUl Senior vice President non-alcohol Production / f&B Business Group

7. mR. jEaN lEbREToN Senior vice President Strategy

8. mR. KoSiT SUKSiNGha Senior vice President related Business

9. mR. viChaTE TaNTiwaNiCh Senior vice President General affairs

10. mS. vaEwmaNEE SoPoNPiNij Senior vice President Corporate Services

mR. KoSiT SUKSiNGhaSenior vice President

mR. jEaN lEbREToNSenior vice President

mS. vaEwmaNEE SoPoNPiNijSenior vice President

mR. viChaTE TaNTiwaNiChSenior vice President

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mr. Charoen Sirivadhanabhakdi was appointed Chairman of the Board of Directors of Thai Beverage Public Company Limited in 2003. he has been the Chairman of Beer Thai (1991) Public Company Limited since 2001, the Chairman of the red Bull Distillery Group of Companies since 2004, the Chairman of TCC Land Co., Ltd. since 2002, the Chairman of Berli Jucker Public Company Limited since 2001 and the Chairman of South East Group Co., Ltd. since 1997. in addition, he has been the Chairman of TCC holding Co., Ltd. since 1987. he was appointed Chairman of the Board of Directors of fraser and neave, Limited in february 2013, and as Chairman of the Board of Directors of frasers Centrepoint Limited in october 2013.

mr. Charoen holds an honorary Doctoral Degree in agricultural Business administration from maejo institute of agricultural Technology, an honorary Doctoral Degree in industrial Technology from Chandrakasem rajabhat university, an honorary Doctoral Degree in management from huachiew Chalermprakiet university, an honorary Doctoral Degree in Business administration from Eastern asia university, an honorary Doctoral of Philosophy Degree in Business administration from mae fah Luang university, an honorary Doctoral Degree in management from rajamangala university of Technology Suvarnabhumi, an honorary Doctoral Degree in international Business administration from university of the Thai Chamber of Commerce, an honorary Doctoral Degree in Sciences and food Technology from rajamangala university of Technology Lanna.

mr. Charoen has received following royal decorations, the knight Grand Cordon (Special Class) of the most Exalted order of the White Elephant, knight Grand Cordon (Special Class) of the most noble order of the Crown of Thailand, the knight Grand Cross (first Class) of the most admirable order of the Diredgunabhorn and the knight Grand Commander (Second Class, higher Grade) of the most illustrious order of Chula Chom klao. he was also awarded “Diamond Commerce” award from ministry of Commerce.

khunying Wanna Sirivadhanabhakdi was appointed vice Chairperson of the Board of Directors in 2003. She has been the Chairperson of Beer Thip Brewery (1991) Co., Ltd. and the Sangsom Group of Companies since 2004, the vice Chairperson of Berli Jucker Public Company Limited since 2001, and the vice Chairperson of the Executive Board of TCC holding Co., Ltd. since 1972. She was appointed vice Chairman of the Board of Directors of fraser and neave, Limited in february 2013, and as vice Chairman of the Board of Directors of frasers Centrepoint Limited in January 2014.

khunying Wanna holds an honorary Doctoral Degree in Bio-technology from ramkhamhaeng university, an honorary Doctoral Degree in agricultural Business administration from maejo institute of agricultural Technology, an honorary Doctoral Degree in Business administration from Chiang mai university, an honorary Doctoral of Philosophy Degree in Social Sciences from mae fah Luang university, and an honorary Doctoral Degree of faculty of Business administration and information Technology from rajamangala university of Technology Tawan-ok.

on the social activity side, she is the vice Chairperson of the Bhumirajanagarindra kidney institute foundation, a Director of the Siriraj foundation, a Director of ramathibodi foundation, a Director of the Crown Prince hospital foundation, a Director of the kidney foundation of Thailand, a Director of the Elephant reintroduction foundation, a Director of the Committee for recruitment and Promotion of voluntary Blood Donors of the Thai red Cross Society, and a Director of the Sala Chalermkrung foundation.

khunying Wanna received numerous royal Thai decorations, such as the knight Grand Cordon (Special Class) of the most Exalted order of the White Elephant., the knight Grand Cordon (Special Class) of the most noble order of the Crown of Thailand., the knight Grand Cross (first Class) of the most admirable order of the Diredgunabhorn., and the knight Commander (Second Class, lower grade) of the most illustrious order of Chula Chom klao.

mR. ChaRoEN SiRivadhaNabhaKdiChairman / Executive Chairman

KhUNYiNG waNNa SiRivadhaNabhaKdivice Chairman / 1st Executive vice Chairman

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mr. narong Srisa-an was appointed vice Chairman of the Board of Directors in 2003. he has 44 years’ experience in the banking industry, having served in kasikorn Bank Public Company Limited from 1954 to 1998 as its Executive vice Chairman and was an independent Director of True Corporation Public Company Limited. he also holds directorships in several public companies in Thailand, including Chairman of oishi Group Public Company Limited, and Chairman of Double a (1991) Public Company Limited (Previously, advance agro Public Company Limited). he holds an honorary master of Economics from Thammasat university.

mR. NaRoNG SRiSa-aNvice Chairman / 2nd Executive vice Chairman

mr. Puchchong Chandhanakij was appointed a Director and Executive vice Chairman in 2003. Before joining Thai Beverage Public Company Limited, he was managing Director of LSPv Co., Ltd. from 1988 to 2003. he was Executive Director (finance) of the T.C.C. Group of Companies from 1983 to 1988, Director of robina Credit Ltd. from 1980 to 1982 and vice President of asia Credit Ltd. from 1975 to 1979.

he holds a Bachelor of Business administration and a master of Science in accounting from California State university, Long Beach, uSa.

mR. PUChChoNG ChaNdhaNaKijDirector / 4th Executive vice Chairman

mS. KaNoKNaRT RaNGSiThiENChaiDirector / 5th Executive vice Chairman

mR. KomEN TaNTiwiwaTThaNaPhaNvice Chairman / 3rd Executive vice Chairman

mr. komen Tantiwiwatthanaphan was appointed vice Chairman of the Board of Directors in 2003. he has had over 40 years’ experience in managing companies in the distilling industry. he has served as President of Sahasan (2529) Co., Ltd. since 1986, and as Director and Senior vice President of Suramaharas Public Company Limited from 1986 to 1999. he holds a high School Certificate from China.

ms. kanoknart rangsithienchai was appointed as an Executive vice Chairman of the Company in may 2010. Prior to this appointment, she was the Director and Executive vice President since 2003. She has extensive experience in finance and accounting. Before joining the Company, she had been the Executive vice President of the Sangsom Group of Companies from 2000 to 2003, and the vice President of the office of Controller, Surathip Group of Companies from 1983 to 1999. from 1975 to 1982, she served as the accounting manager of the T.C.C. Group of Companies and as an accountant at J&Jho Co., Ltd., from 1970 to 1975. She holds a Bachelor of accounting from Thammasat university and has completed the Director accreditation Program with the Thai institute of Directors. aN

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mr. Prasit kovilaikool was appointed independent Director of the Board of Directors of Thai Beverage Public Company Limited and audit Committee Chairman in 2012. Currently, he serves as independent Director of oishi Group Public Company Limited, independent Director of Siam food Products Public Company Limited, independent Director of Berli Jucker Public Company Limited, member of Land readjustment Commission to Develop the area of Department of Public Works and Town & Country Planning, member of Chulalongkorn university Council of Chulalongkorn university, Lecturer of faculty of Law of Chulalongkorn university, Lecturer of Legal Education institute of Thai Bar association, and member of the 7th Council of State of Council of State.

mr. Prasit holds LL.B (2nd Class honour) from Chulalongkorn university, LL.m. from Columbia university, new york, u.S.a. a Barrister-at-law (Thai Bar), an honorable Doctoral of Laws from Eastern asia university, an honorable Doctoral of Laws from Chulalongkorn university, a Certificate of human right’s Teaching, Strabourg, france, a Certificate of Property valuation assessment, Land reform office, Taiwan, associated with Lincoln Land institute, massachusetts, uSa. in addition, he completed the programs of Board failure and how to fix it, improving the Quality of financial reporting Certificate in 2004 and completed the Director accreditation Program with the Thai institute of Directors in 2005.

Prof. kanung Luchai was appointed an independent Director in 2004. he has wide-ranging experiences in the public sector and legal business, having worked as Junior and Senior Public Prosecutor in the Department of Public Prosecution from 1946 to 1973 and Director-General of the Policy and Planning office of the ministry of interior from 1973 to 1975. he served as the Deputy under-Secretary of State for the ministry of interior from 1975 to 1976 and as the Deputy minister of interior from 1976 to 1977. he practiced law at Bangkok international Law offices Co., Ltd., from 1976 to 1985, and at kanung-Prok Law office Co., Ltd., from 1986 to 1992. he is currently a Director of kanung & Partners Law offices Company Limited and a Director of kanung & Partners international Consultancy Company Limited. he is also a Chairman of Thailand iron Works Public Company Limited and an independent Director and an audit Committee member of Bangkok Bank Public Company Limited.

in 2001, he received the Prof. Sanya Thammasak award for being an outstanding Lawyer from the Private Sector. he holds a Bachelor of Laws from Thammasat university, a B.a. hons., LL.B. Cambridge university, united kingdom, Barrister-at-Law, Gray’s inn, an honorary Doctorate Degree of Law from Chulalongkorn university and Thammasat university, and an honorary Doctorate Degree of management Technology from Suranaree university of Technology. he is also a member of the Thai Bar association.

mR. PRaSiT KovilaiKoolindependent Director and audit Committee Chairman

PRoF. KaNUNG lUChaiindependent Director and audit Committee member

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mr. manu Leopairote was appointed an independent Director in 2004. he has extensive experiences in the public sector, having served as a Director, Secretary General, inspector-General and Director-General from 1968 to 1999, and as the Permanent Secretary at the ministry of industry from 1999 to 2004. he was also the Chairman of PTT Public Company Limited from 1999 to 2004. from 1994 to 2008, he was the Chairman of Technonet asia Singapore, and from 1995 to 1996, the Chairman of the international Sugar organization Council of England. he was also part-time lecturer at the faculty of Economics, Thammasat university, assumption university, and Bangkok university. he was the President of the Thammasat university association from 2003 to 2004 and was the President of the Thammasat university Economics association from 2000 to 2006.

he holds a Bachelor of Science in Economics (honors) from Thammasat university, a master of Science in Economics from the university of kentucky, uSa, the national Defense College of Thailand Class 34, and an honorary Doctoral Degree in Business administration from Thammasat university. he won the asian Productivity organization award in 2005.

mR. maNU lEoPaiRoTEindependent Director and audit Committee member

mR. NG TaT PUNindependent Director and audit Committee member

mr. ng Tat Pun was appointed as an independent Director in 2006. he has extensive experience in the banking and finance industry. he started his banking career with Citibank in 1971. Since then, he has served in various senior positions with local and international financial institutions. from 1988 to 1997, he was the Executive vice President of oCBC Bank, Singapore, in charge of its international Banking and financial institutions business. in 1998, he was appointed the Executive Director and Chief Executive officer of oCBC Bank, malaysia. he was a managing Director at JP morgan Chase from 1999 to 2002, a managing Director and subsequently a Senior advisor at uBS aG. from 2003 to 2008. mr. ng is an independent Director, Chairman of the audit Committee, member of the remuneration Committee of Engro Corporation Ltd., Singapore. he is also a Director of Sing investment & finance Limited and independent non-Executive Chairman of SP Chemical holdings Ltd.

he holds a Bachelor of arts degree (Economics and history) from the university of Singapore.

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mr. michael Lau hwai keong was appointed as an independent Director in 2006. he is a managing Director, advisory Services of octagon advisors Pte. Ltd. and a director of octagon advisors (Shanghai) Co., Ltd. from June 2000 to September 2004, he served as the Executive vice President, international of united overseas Bank Ltd., where he was responsible for the administration and governance of the bank’s international operations. he was an advisor to asia Pulp and Paper Ltd. from february 1999 to may 2000. he has held various positions at the monetary authority of Singapore (maS) from february 1985 to July 1989 and from april 1991 to august 1997. his last position at the maS was Senior Deputy Director (Development and Domestic institutions). from august 1989 to march 1991, he was a Senior manager (institutional Sales) at J m Sassoon & Company, a stock broking company. he was also the Executive vice President of the Central Depository (Pte) Limited (CDP) from november 1997 to february 1999.

he holds a Bachelor of Business administration (first Class honors) degree from the national university of Singapore and the Chartered financial analyst (Cfa) Charter from the Cfa institute.

Prof. Pornchai matangkasombut was appointed as an independent Director in 2006. he was President of mahidol university from 1999 to 2007 and, before that, Dean of Sciences from 1991 to 1999 and has been a professor since 1979 at the university. he has been a member of the international union of immunological Societies since 1971 and a member of the Executive Board of the international union of microbiological Societies from 1986 to 1990. he has won the highest level of royal Decorations (knight Grand Cordon of White Elephant, Special Class and knight Grand Cordon of the Crown of Thailand, Special Class) and the royal Thai award of Chula Chom klao order (Special Third Class) and the Palmes academiques (Commandeur) from the Government of france, the Borden research award in medicine. he was also an honorary research associate at harvard university in 1974 and a visiting Professor at osaka university from 1989 to 1990 and the university of Saigon in 1975. he was awarded honorary doctorates from osaka and mahidol universities. in october 2012, he received the Life Time Contribution award from the Society of Biotechnology of Japan on the occasion of the 90th anniversary’s celebration in kobe, Japan.

he holds a Bachelor of arts (B.a.) Degree, Doctor of medicine (m.D.) and Doctor of Philosophy (Ph.D.) all from the university of Wisconsin.

mR. miChaEl laU hwai KEoNGindependent Director

PRoF. PoRNChai maTaNGKaSombUTindependent Director

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Dr. Sakthip krairiksh was appointed an independent Director in 2005. he has extensive experience in the public sector, having worked in Thai ministries. he began his career as a civil servant in 1971 at the ministry of interior. from 1979 to 2004, he served as a Diplomat in the ministry of foreign affairs, where he held various positions, including Secretary to the minister, Deputy Chief of mission of the Embassy in Washington, uSa, Director-General, Protocol Department, Director- General, information Department, Spokesman of the foreign ministry, and ambassador to the kingdom of Cambodia, Japan and the united States. he was an advisor to the Prime minister in 2004 and from 2004 to September 2007 the Permanent Secretary, ministry of Tourism and Sports.

he holds a Bachelor of Political Science from Boston university, uSa, a master degree of Public administration from Bangkok Thonburi university, Doctorate degree of Public administration from Bangkok Thonburi university in 2013 and has attended the national Defense College. he also holds an honorary Doctorate Degree from Soka university, Japan. he has received various royal Thai and foreign decorations, such as the knight Grand Cordon (Special Class) of the most noble order of the Crown of Thailand, the knight Grand Cordon (Special Class) of the most Exalted order of the White Elephant, the Grand Companion (Second Class, lower grade) of the most illustrious order of Chula Chom klao, the order of the Sacred Treasure, Gold and Silver Star and the Grand Cordon of the order of the rising Sun.

he is currently a Chairman of the university Council at the rajamangala university of Technology krungthep.

dR. SaKThiP KRaiRiKShindependent Director

GEN. dR. Choo-ChaT KambhU Na aYUdhYaindependent Director

Gen. Dr. Choo-Chat kambhu na ayudhya was appointed independent Director in 2006. he served the royal Thai army from 1973 to 1987 as Surgeon of Phramongkutklao hospital. from 1987 to 1991, he was Chairman of the Department of anatomy of the Phramongkutklao College of medicine. from 1991 to 1994, he was a Deputy Commander of army medical Department School, the royal Thai army medical Department (Sena rak School of the royal Thai army medical Department). from 1994 to 2004, he held various positions in the royal Thai army medical Department, including the Director-General of the armed forces research institute of medical Sciences, an assistant Surgeon-General, Deputy Surgeon-General, Director-General of the Phramongkutklao medical Center, Surgeon-General, and General Special army Expert and Consultant. he is a senior surgeon and physician at the medical Bureau to the royal Court of Thailand.

he received his Diploma in medicine from Westf. Wilhelms universität zu munster, and Doctorate in medicine from the Georg-august universität zu Goettingen. he also has a Diploma from the national Defense College of Thailand (WorrorPoror 399), a Certificate of Proficiency in General Surgery from the royal College of Surgeons of Thailand and a Diploma from the army War College (34). he is a permanent member of the royal College of Surgeons of Thailand, the international College of Surgeons, and the medical association of Thailand. as for royal decorations, he has won the knight Grand Commander (Special Class, higher Grade) of the most illustrious order of Chula Chom klao, knight Grand Cordon (Special Class) of the most Exalted order of the White Elephant and knight Grand Cordon (first Class) of the most noble order of the Crown of Thailand.

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mr. vivat Tejapaibul was appointed a Director in 2003. he has over 18 years’ experiences in the banking industry, having served in Bangkok metropolitan Bank Public Company Limited in various positions from 1979 to 1998, including Secretary to the Chairman, Deputy Director of the Trading Department, Director of Branch administrative and vice President.

he holds a Bachelor of Laws from Thammasat university and a master’s Degree in Business administration from fairleigh Dickinson university, uSa.

mr. Thapana Sirivadhanabhakdi was appointed President and CEo of Thai Beverage Public Company Limited in January 2008. he was the Director and Executive vice President of the Company from 2003. in 2011, he assumed the Executive Chairman of oishi Group Public Company Limited since february 2011 where he previously served as vice Chairman of oishi Group of Companies from 2006. in october 2011, he was appointed vice Chairman of the Sermsuk Public Company Limited. also, he was appointed Director of fraser and neave, Limited in february 2013.

in addition, he has held several executive positions in many leading companies, including senior executive positions in Beer Thai (1991) Public Company Limited, red Bull Distillery Group of Companies, Berli Jucker Public Company Limited, South East Group of Companies, Siam food Products Public Company Limited, and univentures Public Company Limited.

recognised for leadership in upholding the highest standards of corporate governance, in 2011 he was awarded Asian Corporate Director Recognition Award from the Corporate Governance asia magazine. furthermore, in 2011 and 2012, he was conferred Asian Excellence Recognition Awards: Asia’s Best CEO (Investor Relations) from the same magazine for second consecutive years. These follow the Asia’s Best Company 2009, Thailand: Best CEO award by financeasia in 2009.

he is a graduate of Boston university with a Bachelor of Business administration (finance) and a master of Science administration in financial Economics. he holds an honorary Doctoral Degree of Philosophy in General management from ramkhamhaeng university.

mr. Panote Sirivadhanabhakdi was appointed Director in february 2007. he has been Director of Beer Thai (1991) Public Company Limited from 2000 to 2004 and Director of Beer Thip Brewery (1991) Co., Ltd. since 2004 and Director of Sura Bangyikhan Group of Companies since 2002 and Director of oishi Group Public Company Limited since 2011. he was appointed Director of fraser and neave, Limited in april 2013, and as Director of frasers Centrepoint Limited in march 2013.

he holds a Bachelor of Science in manufacturing Engineering from Boston university, uSa, a master of Science in analysis, Design and management of information System from the London School of Economics and Political Science, England and industrial Engineering and Economics from massachusetts university, uSa.

mR. vivaT TEjaPaibUlDirector


mR. PaNoTE SiRivadhaNabhaKdiDirector

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mr. ueychai Tantha-obhas was appointed as a Director and Executive vice President in may 2010 and Prior to this appointment, he was the Director and Senior vice President of the Company since July 2005, and as Director of oishi Group Public Company limited since January 2006. Before joining Thai Beverage Public Company Limited, he was the Chief Executive officer from July 1995 to December 2002, and managing Director of riche monde (Bangkok) Ltd. from January 1988 to february 1994, the managing Director of Sarin Property Co., Ltd. from march 1994 to June 1995, and the Group Product manager of Colgate Palmolive Co., Ltd. from September 1979 to June 1983. from may 1973 to august 1979, he held various sales and marketing positions in karnasuta General assembly Co., Ltd.

he holds a Bachelor of Science in accounting from St. Louis university, missouri, uSa, a master of Business administration from Thammasat university, has completed the advance management Program from inSEaD, france and has completed the Director Certification Program (DCP) and the role of the Chairman Program with the Thai institute of Directors.



mr. Sithichai Chaikriangkrai was appointed a Director and Executive vice President in may 2010. Prior to the appointment, he assumed the position of Director and Senior vice President of the Company since 2003, Director of oishi Group Public Company limited since January 2006, and as Director of the Sermsuk Public Company Limited since September 2011. he joined the T.C.C. Group in the year 1990. he has over 30 years of experience in accounting and finance. he served as a finance and accounting manager of asia voyages & Pansea hotel from 1983 to 1990, as a financial analyst of Goodyear (Thailand) Co., Ltd. from 1980 to 1983, and as an External auditor in Coopers & Lybrand from 1977 to 1980. also, he was appointed Director of fraser and neave, Limited in february 2013, and as Director of frasers Centrepoint Limited in august 2013.

he holds a Bachelor of accountancy (first Class honors) from Thammasat university, and has a Diploma in Computer management from Chulalongkorn university and completed the Director Certification Program 26/2003 with the Thai institute of Directors. he also has a Certificate of the mini mBa Leadership management from kasetsart university. in 2009, he won the asia’s Best Companies 2009, Thailand: Best Cfo awards from financeasia magazine. in 2011 and 2012, he was awarded the asian Excellence recognition awards: asia’s Best Cfo (investor relations) from Corporate Governance asia magazine for the second consecutive years.

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Dr. Pisanu vichiensanth has been a Director and Senior vice President since february 2004. he has held several positions in Thai Beverage Group of Companies, including Executive vice President from 2000 to 2003 and Senior vice Executive President from 2003 to 2004, at subsidiary, Beer Thai (1991) Public Company Limited. he is currently the President of Beer Thai (1991) Public Company Limited and Cosmos Brewery (Thailand) Co., Ltd., and as Director of oishi Group Public Company Limited since January 2006. Before joining Thai Beverage Public Company Limited, he had been the vice President of Engineering and Development (1997-2000) and assistant Plant Executive (1994-1996) of Carlsberg Brewery (Thailand) Co., Ltd. he was a consultant at Pan Engineering Consultant Co., Ltd. from 1992 to 1994. from 1977 to 1993, he held several teaching positions, including head of food Science and Technology at Thammasat university and head of food Technology at khon kaen university from 1992 to 1993, and from 1989 to 1992, respectively. he lectured in food technology at khon kaen university from 1977 to 1990.

he holds a Ph.D. in Engineering from Technical university, Berlin, Germany, a master of Technology (Second Class honors) in Biotechnology from massey university, new Zealand, a master Brewer from the Scandinavian School of Brewing, Denmark and a Bachelor of Science (food Science) from kasetsart university.


mr. Prapakon Thongtheppairot was appointed as Senior vice President – Beer of Thai Beverage Public Company Limited in January 2014. from July 2012 to January 2014, he was Senior vice President – finance. he joined TCC Group in 2009 as Senior Executive vice President – finance of TCC Land Group. from 2010 to 2012, he was appointed Senior Executive vice President – Corporate Services of TCC Land Group and Plantheon Group. in early 2012, he was appointed Senior Executive vice President – Land Development and investment management at TCC Land Group. in march 2013, he was appointed alternate Director to mr. Sithichai Chaikriangkrai at fraser and neave, Limited.

Prior to joining TCC Group, he worked for Standard Chartered Bank from 2002 to 2009 in Bangkok and Singapore, where he became a managing Director, Syndications – South East asia in 2006. from 1995 to 2001, he worked for JPmorgan Chase in new york, Singapore and hong kong, where he was vice President, Debt Capital markets in 2001. he previously worked in corporate finance department of morgan Grenfell Thai Company Limited in 1991.

he holds a Bachelor of Business administration from assumption university, a master of Business administration from mercer university, Georgia, u.S.a., a master of Science in finance from Georgia State university, Georgia, u.S.a. and Listed Company Director Programme from Singapore institute of Directors. he is a member of Singapore institute of Directors.

mR. PRaPaKoN ThoNGThEPPaiRoTSenior vice President

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mR. maRUT bURaNaSETKUl Senior vice President

mr. marut Buranasetkul was appointed as a Senior vice President –non-alcohol Production in august 2013. in addition, he has served as a Director of Thai Beverage marketing Co., Ltd., Dhospaak Co., Ltd., Thai Drinks Co., Ltd. and vice Chairman of modern Trade management Co., Ltd. Prior to the appointment, he was a Senior vice President – marketing, from September 2012 to July 2013 and he was the Senior vice President – Corporate Services from may 2010 to august 2012 and the vice President –office of the President of Thai Beverage Public Company Limited from 2009 to 2012, including the managing Director of Thai Drinks Co., Ltd., and the Deputy managing Director of Thai Beverage marketing Co., Ltd. Before joining the Company, he was the Senior Executive vice President (marketing & Sales) & Chief marketing officer of CaT Telecom Public Company Limited from 2005 to 2009. During 2001 and 2008, he held a position as the director of CaT Buzz Tv Ltd., and from 2007 to 2008, as the director of hutchison CaT Wireless multimedia Ltd.

in august 2013, he was appointed as Director and President of oishi Group Public Company Limited including, Director in oishi Group of Companies and as Director of Sermsuk Public Company Limited.

he holds a Bachelor Degree in Computer Science (applied Statistics in General Business) from Chulalongkorn university, a master Degree in Business administration (marketing & General management) from Cleveland State university, uSa and the Certificate of Business and administration Extension School from harvard university, uSa.

mr. Jean Lebreton was appointed Senior vice President in february 2008. at Thai Beverage Public Company Limited, mr. Lebreton works with other senior executives to develop and implement strategy and facilitate the integration of future acquisitions.

he worked for the Boston Consulting Group (BCG) from 1989 to 2005. after working for BCG in france for five years, he moved to Thailand in 1994 to open the Bangkok office of BCG. he became a partner in the company in 1995. after leaving BCG in 2005, mr. Lebreton worked independently for several years before joining Thai Beverage Public Company Limited.

mr. Lebreton has extensive experience in asia, including several years in Shanghai, China. he has worked in many industry sectors as a consultant, including consumer goods, banking, and energy, covering topics such as market development, consumer research, re-engineering, and value management.

mr. Lebreton has an mBa from Wharton School of the university of Pennsylvania.

mR. jEaN lEbREToNSenior vice President

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mR. KoSiT SUKSiNGhaSenior vice President

mr. kosit Suksingha was appointed as a Senior vice President –related Business in november 2013. Prior to this appointment, he has held the position of vice President - Centre of Excellence since february 2013. also, he is currently managing Director of Thai Beverage Logistics Co., Ltd., and Director of modern Trade management Co., Ltd. and C a C Co., Ltd. Before joining the Company, he served as Senior vice President – Technical Supply Chain of Berli Jucker Public Company Limited from 2011 to 2012, and managing Director of T.C.C. Technology Co., Ltd. from 2007 to 2013.

mr. kosit holds a Bachelor of veterinary Science from Chulalongkorn university and a master of Business administration (honors) from oklahoma City university, uSa. he has completed the Director Certification Program from the Thai institute of Directors (ioD), and the CEDi – Babson Entrepreneurial Leadership Program from Babson College, massachusetts, uSa.

mr. vichate Tantiwanich was appointed as a Senior vice President –General affairs in may 2012. in april 2013, he was appointed as a President of C a C Co.,Ltd. he has strong experiences in Capital market for over 27 years. from 2003 to 2010, he has held various positions at the Stock Exchange of Thailand, with the final position being Executive vice President, and Chairman of advisory Committee, market for alternative investment (mai), the second board of the Exchange, Director of the Board of Director of Settrade.com Company Limited and Thailand futures Exchange Public Company Limited. moreover, he was a founder and the first CEo of family know-how Company Limited, a subsidiary company of the Exchange running money Channel Thailand’s first 24-hour Tv program focusing on economy and investment of the country. Previously, he was a founder and the first President and CEo of krung Thai asset management Public Company Limited.

Currently, he also serves as Chairman of Executive Board of Creative Entrepreneurship Development institute (CEDi) of Bangkok university, vice Chairperson of Capital market academy Committee, advisor to mai, and Executive Director of international Chamber of Commerce (Thailand). mr. vichate obtained a Bachelor’s Degree in Economics from Chulalongkorn university, and a master’s Degree in finance and marketing from university of hartford, uSa. he has completed Director Certificate Program Class 2, Thai institute of Directors (ioD), Executive Leadership Program, nida - Wharton, Pennsylvania, uSa, Capital market academy Leader Program (Cma), Certified financial Planner (CfP) Class 1, Top Executive Program in Commerce and Trade (TEPCoT) and CEDi – Babson Entrepreneurial Leadership Program from Babson College, massachusetts, uSa.

mR. viChaTE TaNTiwaNiChSenior vice President

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ms. vaewmanee Soponpinij was appointed as a Senior vice President – Corporate Services and as a vice President – office of the President in march 2013. from June 2011 to february 2013, she was the vice President – office of human resources and from may 2006 to may 2011, she was the vice President – office of Corporate Secretariat. She was appointed as a Company Secretary by the Board of Directors from august 2006 and continues to the present. Before joining the Company, she was an associate of The Legists Ltd. from 2004 to 2006. from 1999 to 2004, she was a Partner of Efficiency Law office. in 1999, she was the associate of White & Case (Thailand) Ltd. in 1992 to 1998, she has held various positions with finance one Public Company Limited with the last position as the vice President – Legal affairs. from 1991 to 1992, she was the vice President – Legal and administrative of Pairoj & associates Limited, and from 1983 to 1991 she was the Senior associate and office manager of Dr. Suvarn valaisathien Law office

She holds a Bachelor Degree in Law from Chulalongkorn university, and also has a Certificate of the Language and american Culture from California State university of Los angeles, u.S.a., the Certificate of the Business Lawyer from faculty of Laws, Chulalongkorn university, the Certificate of the operation System of the Stock Exchange of Thailand, Certificate of the mini mBa from Thammasat university, the Certificate of the international financial Law from Euro money institution, the Certificate of the Company Secretary from faculty of Laws, Chulalongkorn university, the Certificate of the Problem Solving and Decision management from kepner-Tregoe international and the Certificate of the Capital market academy Leader Program (Cma) from Capital market academy.

in november 2013, she was awarded asian Company Secretary recognition award from the Corporate Governance asia magazine.

mS. vaEwmaNEE SoPoNPiNijSenior vice President

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PRoDuCtPoRtFolIo

BRoWn sPIRItsmungkorn Thong

Blend 285

mekhong

hong Thong

Blend 285(1 Litre)

Phraya Crown 99

SangsomSpecial rum

Blend 285 Signature

Drummer

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WHIte sPIRItsPaitong 30Degrees

Paitong 35Degrees

ruang khao28Degrees

ruang khao30Degrees

ruang khao35Degrees

ruang khao40Degrees

niyomthai28 Degrees

niyomthai30 Degrees

niyomthai35 Degrees

niyomthai40 Degrees

mungkornTajeen30Degrees



White Tiger 28Degrees




White Bear30Degrees

White Bear35Degrees

White Bear40Degrees

Chaiya Chao Praya mae Wang Phayanak Phaya Seur Bangyikhan

CHInese HeRB sPIRItsmeridian Sua Dum Chiang-

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BeeRChang Classic Chang Export archa

Chang LightChang Draught federbräu

Chang Drinking Water Chang Soda Wateroriginal

Chang Bitter Lime-Lemon flavored Soda Water

Chang apple mint flavored Soda Water

ChangBlue magicTonicSoda Water

ChangSoda Water returnablebottle

non-AlCoHol BeveRAGe

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Crystal Drinking Waterest Lemon Lime Crystal Soda Water

est Cola est Strawberry

est Cream Soda est orange

WrangyerPower Plus(Electrolyte Beverage)

non AlCoHol BeveRAGe - seRMsuK

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oishi Green Tea PET (500 mL) oishi Green Tea PET (380 mL) oishi Green Tea PET (1000 mL)

non AlCoHol BeveRAGe - oIsHI

oishi returnable Bottle (400 mL)oishi Green Tea uhT (250 mL)

oishi Chakulza (320 mL) oishi fruito (350 mL) amino ok Plus (360 mL) oishi matcha Latte (270 ml)

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oIsHI CHIlleD, FRozen FooD AnD snACKkani

onori Seaweed SnackSandwich

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InteRnAtIonAl PRoDuCt PoRtFolIo - InteRBev

mekhong PhrayaChang Beer Chang Beer 6 pack

old Pulteney 12 year old

Balblair2003


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old Pulteneynavigator

Balblair1990

Balblair1983

sInGle MAlt sCotCH WHIsKy

Balblair1969

anCnoc12 year old

anCnoc16 year old

anCnoc35 year old

anCnoc22 year old

Speyburn10 year old

Speyburn Bradan orach

Speyburn25 year old

tHAI BRAnDs

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hankey Bannister original

hankey Bannister 12 year old regency

hankey Bannister21 year old Partner’s reserve

hankey Bannister25 year old

hankey Bannister40 year old

Blackmask Spiced Pacific rum

voDKARuM GInkulov Caorunn ColdstreamCatto’s

rare old Scottish

Catto’s 12 year old

Catto’s25 year old

macarthur’s

Longevity ningbo Pagodayuanjiang9 year

yu Lin Quan Grand Classic9 year

yuanjiang6 year

CHInese sPIRIts CHInese WInes

BlenDeD sCotCH WHIsKy

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IsotonIC100PLuS 100PLuS EDGE

soyAf&n nuTriSoy f&n SEaSonS Soya Bean Drink

AsIAn DRInKsf&n nuTriTEa f&n SEaSonS asian Drinks

teAf&n SEaSonS Black Tea f&n SEaSonS Green Tea

F&n PRoDuCt PoRtFolIo 3839

f&n Sun vaLLEy Cordials

CoRDIAls

WAteRf&n iCE mounTain Bottled Water

f&n Cordials

sPARKlInG DRInKsf&n Sparkling Drinks

my CoLa

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uHt MIlK

f&n maGnoLia fresh milk f&n maGnoLia Lo-fat-hi-Cal fresh milk

f&n maGnoLia Lo-fat-hi-Cal Dha omega-3 fresh milk farmhouSE fresh milk f&n DaiSy fresh milk

f&n maGnoLia uhT milk f&n maGnoLia Smoo uhT milk f&n maGnoLia Low fat uhT milk farmhouSE full Cream uhT milk

f&n maGnoLia Pasteurised milk (Thailand) f&n maGnoLia Choc malt f&n maGnoLia Whipping Cream and f&n maGnoLiahalf Cream

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f&n maGnoLia Smoo Sterilised milk

steRIlIseD MIlK

yoGHuRtf&n maGnoLia yoghurt Smoothie f&n aLivE Low fat yoghurt

f&n maGnoLia Sterilised milk

sWeeteneD ConDenseD MIlK & evAPoRAteD MIlKf&n Sweetened Condensed milk f&n Evaporated milk

TEa PoTBLuE CoWGoLD Coin

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f&n fruiT TrEE frESh Juice Drink

f&n fruiT TrEE ready-To-Drink no.1 JuiCE

f&n fruiT TrEE frEShJuice Drink (Thailand)

CeReAl BARs CoFFeef&n aLivE Snack Bars f&n CrEaTionS 3-in-1 Coffee mix

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ICe CReAM – noveltIesJWEL f&n maGnoLia GoTCha f&n maGnoLia Cravio f&n maGnoLia TroPiCaL SLinG

f&n maGnoLia maG-a-ConE kinG’S PoTonG f&n maGnoLia ShErBET

ICe CReAM – tuBskinG’S TuB kinG’S GranDf&n maGnoLia TuB

BeeRmyanmar BEEr myanmar DouBLE STronG anDaman GoLD

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2013AwArds

AsIAN CorporAtedIreCtorMr. Thapana SirivadhanabhakdiFrom : 4th Asian Corporate Director Recognition Awards 2013By : Corporate Governance Asia

CorporAte AwArds

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AsIA’s Best Ceo(Investor relations)Mr. Thapana SirivadhanabhakdiFrom : 3rd Asian Excellence Recognition Awards 2013By : Corporate Governance Asia

AsIAN CompANy seCretAryof the yeArMs. Vaewmanee SoponpinijFrom : 1st Asian Company Secretary of the Year Recognition Awards 2013By : Corporate Governance Asia

most orgANIsed INvestor relAtIoNsFrom : 3rd Annual Southeast Asia Institutional Investor Corporate AwardsBy : Alpha Southeast Asia

most trANspAreNt CompANy AwArd 2013, ruNNer-up IN foreIgN lIstINgsFrom : 14th Investors’ Choice Awards 2013By : Securities Investors Association (Singapore)

Best INvestorrelAtIoNsFrom : 3rd Asian Excellence Recognition Awards 2013By : Corporate Governance Asia

AsIA’s ICoN oN CorporAte goverNANCeFrom : 9th Corporate Governance Asia Recognition Awards 2013By : Corporate Governance Asia

produCt AwArds

ANN

UAL

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BAlBlAIr 1997Award : GoldFrom : International Spirits Challenge 2013

ChANg BeerAward : Monde Selection GoldFrom : Institute for Quality Selections, Bruxelles, Belgium

BAlBlAIr 1989Award : GoldFrom : International Wine and Spirits Competition (IWSC) 2013

BAlBlAIr 1975Award : GoldFrom : International Wine and Spirits Competition (IWSC) 2013

speyBurN 25 yeArs oldAward : GoldFrom : International Wine and Spirits Competition (IWSC) 2013

speyBurN 25 yeArs oldAward : PlatinumFrom : Beverage Testing Institute 2013

speyBurN 10 yeArs oldAward : Gold MedalFrom : San Francisco World Spirits Competition 2013

speyBurN 25 yeArs oldAward : Double Gold MedalFrom : San Francisco World Spirits Competition 2013

BE…PART OF YOUR PRECIOUS MOMENTS WITH LOVED ONEWe recognise that consumers have high expectations, and we challenge ourselves to not just meet those expectations, but also surpass them to the furthest extents. As a total beverage company, we strive to provide beverages for all kinds of consumers, to be shared and enjoyed together with loved ones.

4647

BE…PART OF YOUR PRECIOUS MOMENTS WITH LOVED ONEWe recognise that consumers have high expectations, and we challenge ourselves to not just meet those expectations, but also surpass them to the furthest extents. As a total beverage company, we strive to provide beverages for all kinds of consumers, to be shared and enjoyed together with loved ones.

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BE…

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BE...BY YOUR SIDEStaying by someone’s side means always being there with them not only in familiar places and when convenient, but in all places, no matter how far they may be.

Similarly, ThaiBev has an unwavering commitment to making our products available across Thailand, from the north to the south. We are also taking steps to expand our international footprint. To this end, we have enlarged our distribution network, implemented the use of cutting-edge logistics management technology, and invested in upgrading our employees’ skills.

Building on our experience and successes, we continue to further enhance our capabilities so that our products will always be within sight, wherever you are in the world.

4849

BE...BY YOUR SIDEStaying by someone’s side means always being there with them not only in familiar places and when convenient, but in all places, no matter how far they may be.

Similarly, ThaiBev has an unwavering commitment to making our products available across Thailand, from the north to the south. We are also taking steps to expand our international footprint. To this end, we have enlarged our distribution network, implemented the use of cutting-edge logistics management technology, and invested in upgrading our employees’ skills.

Building on our experience and successes, we continue to further enhance our capabilities so that our products will always be within sight, wherever you are in the world.

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BE...

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BE…YOUR PROXY FOR GLOBAL SUCCESSSuccess does not come overnight. To become a global leader in any arena, you have to push your limits and emerge victorious amid stiff competition with other innovators, thought leaders, and market influencers who also have high standards of excellence.

Through years of hard work, ThaiBev has come a long way and gained much accomplishment. Leveraging our vast experiences, strong expertise and technical know-how, effectiveteamwork, as well as astute foresight, we are proud to say that we have achieved success and many of our products have won world-class international awards.

Every time you take a sip of ThaiBev’s beverages, you partake in that success.

5051

BE…YOUR PROXY FOR GLOBAL SUCCESSSuccess does not come overnight. To become a global leader in any arena, you have to push your limits and emerge victorious amid stiff competition with other innovators, thought leaders, and market influencers who also have high standards of excellence.

Through years of hard work, ThaiBev has come a long way and gained much accomplishment. Leveraging our vast experiences, strong expertise and technical know-how, effectiveteamwork, as well as astute foresight, we are proud to say that we have achieved success and many of our products have won world-class international awards.

Every time you take a sip of ThaiBev’s beverages, you partake in that success.

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S

BE…CONNECTED TO YOUThrough the decades, ThaiBev has consistently maintained close ties with our customers, business partners, shareholders, employees, and community. Our ability to do so stems from our understanding of each and every stakeholder, and our recognition that we are all interconnected.

We value and respect every individual stakeholder, and take care to ensure that all their needs and preferences are met and catered to.

Such meticulousness is also applied in the preparation and production of all our beverage and food products, and this has helped us garner lasting customer loyalty, year after year, from generation to generation.

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BE…

CON

NEC

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SHAR

EHO

LDIN

GST

RUCT

URE

SHAREHOLDING STRUCTURE

Japanese Green Tea / Non-Alcohol Beverage /Food Business Group

Oishi Group Public Company Limited

Oishi Trading Co., Ltd.

Oishi Ramen Co., Ltd.

as at December 31, 2013

THAI BEVERAGE PUBLIC COMPANY LIMITEDRegistered capital of Baht 29,000,000,000 with paid-up capital of Baht 25,110,025,000consisting of 25,110,025,000 issued common shares, with the par value of Baht 1 each.

International Beverage Holdings Limited

InterBev (Singapore) Limited

Super Brands Company Pte. Ltd.

InterBev (Cambodia) Co., Ltd.

InterBev Malaysia Sdn. Bhd.

Best Spirits Company Limited

International Beverage Holdings (China) Limited

InterBev Trading (China) Limited

Yunnan Yulinquan Liquor Co., Ltd.

International Beverage Holdings (UK) Limited

International Beverage Holdings Limited USA, Inc.

Blairmhor Limited (N)

Blairmhor Distillers Limited (D) (N)

Speyburn-Glenlivet DistilleryCompany Limited (D) (N)

The Knockdhu DistilleryCompany Limited (D) (N)

The Balblair DistilleryCompany Limited (D) (N)

The Pulteney DistilleryCompany Limited (D) (N)

Liquorland Limited

Wee Beastie Limited (D) (N)

Moffat & Towers Limited (D) (N)

Inver House Distillers Limited

Glen Calder Blenders Limited (D) (N)

Hankey Bannister & Company Limited (D) (N)

R Carmichael & Sons Limited (D) (N)

James Catto & Company Limited (D) (N)

Mason & Summers Limited (D) (N)

J MacArthur Jr & Company Limited (D) (N)

Beer Chang International Limited

International Beverage Trading Limited

Sangsom Co., Ltd.

Fuengfuanant Co., Ltd.

Mongkolsamai Co., Ltd.

Thanapakdi Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipharat Co., Ltd.

Sura Bangyikhan Co., Ltd.

100% Mekhong Distillery Limited

Athimart Co., Ltd.

S.S. Karnsura Co., Ltd.

Kankwan Co., Ltd.

Theparunothai Co., Ltd.

Red Bull Distillery (1988) Co., Ltd.*United Winery and Distillery Co., Ltd.

Simathurakij Co., Ltd.

Nateechai Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Sura Piset Pattharalanna Co., Ltd.* 100% United Products Co., Ltd.

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

Pomthip (2012) Co., Ltd.

Pomkit Co., Ltd.

Pomklung Co., Ltd.

Pomchok Co., Ltd.

Pomcharoen Co., Ltd.

Pomburapa Co., Ltd.

Pompalang Co., Ltd.

Pomnakorn Co., Ltd.

100%

100%

100%

100%

100%

100%

100%

100%

Thai Beverage Marketing Co., Ltd.

100% Chang International Co., Ltd.

100% Chang Corp Co., Ltd.

Dhospaak Co., Ltd.

100%

100%

Distillery Group

Non-Alcohol Beverage Business Group

Oishi Group

Marketing Group International Business Group

Thai Drinks Co., Ltd.

SPM Foods and Beverages Company Limited

Brewery Group

Beer Thip Brewery (1991) Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Beer Thai (1991) Public Company Limited

100%

79.66%

100%

100%

Vidhayathan Co., Ltd.

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

InterBev Trading (Hong Kong) Limited 100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

49.49%

100%

100%

100%

100%

100%

100%

100%

100%

99.84%

Oishi International Holdings Limited 100%

InterBev Investment Limited 100%

(a)

(2)

Group of Company Limited Group of Listed Companies on the Stock Exchange of Thailand

Sermsuk Group

Beer Group

Sale Group

Modern Trade Management Co., Ltd. 100%

Modern Trade Sale Group

Fraser and Neave, Limited

Num Yuk Co., Ltd.

Num Kijjakarn Co., Ltd.

Num Palang Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Thurakij Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

100%

100%

100%

100%

100%

100%

100%

100%

Liquor Marketing Group

28.54%

Thai Beverage Energy Co., Ltd.

Thai Molasses Co., Ltd.

Feed Addition Co., Ltd.

Pan International (Thailand) Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Cooperage Co., Ltd.*Thai Beverage Recycle Co., Ltd.

Thai Beverage Logistics Co., Ltd.

100%

99.72%

100%

100%

100%

100%

100%

100%

Related Business Group

Thipchalothorn Co., Ltd.

Krittayabun Co., Ltd.

Surathip Co., Ltd.

Sunthornpirom Co., Ltd.

Piromsurang Co., Ltd.

100%

100%

100%

100%

100%

Sole Agent Group

Thai Beverage Brands Co., Ltd.

Archa Beer Co., Ltd.

Beer Chang Co., Ltd.

100% Chang Beer International Co., Ltd. (D) (N)

(b)

(c)

100%

100%

100%

Trademark Group

C A C Co., Ltd.100%

Sermsuk Training Co., Ltd. 100%

Great Brands Limited 100%

64.66%

Carbonated Soft Drink / Non-Carbonated Soft Drink / Water-Soda / Distributor

Sermsuk Public Company Limited

Sermsuk Holdings Co., Ltd.

Sermsuk Beverage Co., Ltd.

Wrangyer Beverage (2008) Co., Ltd.

100%

100%

Petform (Thailand) Co., Ltd.40%

100%

(1)

Thai Beverage Training Co., Ltd.

Thai Thum Distillery Co., Ltd. (N)

Sura Piset Sahasan Co., Ltd. (N)

Sura Piset Samphan Co., Ltd. (N)

100%

Others

Thai Cooperage Co., Ltd.*

Sura Piset Pattharalanna Co., Ltd.*

Red Bull Distillery (1988) Co., Ltd.*

99.90%

18.55%41.45%

33.83%7.54%

40%

58.63%

Remarks :(1) Incorporated on April 29, 2013.(2) Incorporated in Hong Kong on September 13, 2013.

Updated (January 1 - February 28, 2014):(a) Following the payment of dividend-in-specie of shares in Frasers Centrepoint Limited ("FCL") by Fraser and Neave, Limited, IntevBev Investment Limited received 28.54% of FCL Shares on January 9, 2014. In this regard, FCL shares was listed and commenced trading on the Main Board of the SGX on the same day.

(b) The Company acquired 49% of the shares in Chang International Co., Ltd. from Thai Beverage Marketing Co.,Ltd. on January 30, 2014.

(c) Oishi International Holdings Limited incorporated Oishi F&B (Singapore) Pte Limited in Singapore on February 3, 2014.

Note : According to Auditor’s Note D Dormant N Non-trading

* Those companies are in Related Business Group or Distillery Group, as the case may be. We represent those companies in other Group for the benefit and the clearness in consideration of the group of company’s shareholding.

5657

Breakdown in Shares and Types of ShareAs at December 31, 2013

RepoRt ofthe BoARD of DiRectoRs

Company / LocationType of Business

Type of Share

Paid-up Capital (Baht) Shares Issued

No. of Shares Held (Direct and

Indirect)

% of Share-holding Remark

1. Beer Thai (1991) Public Company Limited15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

Beer breweryand productionof drinking water and soda water

Common 5,550,000,000.00 555,000,000 555,000,000 100.00%

2. Beer Thip Brewery (1991) Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

Beer brewery and production of drinking water and soda water

Common 6,600,000,000.00 660,000,000 660,000,000 100.00%

3. Cosmos Brewery (Thailand) Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

Beer brewery and production of drinking water and soda water

Common 1,666,666,500.00 166,666,650 166,666,650 100.00%

4. Sangsom Co., Ltd.14 Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

Spirits distillery Common 7,500,000,000.00 750,000,000 750,000,000 100.00%

5. Fuengfuanant Co., Ltd.333 Moo 1, Tambon Tha ToomAmphoe Si Maha Phot, Prachin Buri 25140

Spirits distillery Common 900,000,000.00 90,000,000 90,000,000 100.00%

6. Mongkolsamai Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


7. Thanapakdi Co., Ltd.315 Moo 4, Tambon Mae FaekAmphoe San Sai, Chiang Mai 50290


8. Kanchanasingkorn Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


9. Sura Bangyikhan Co., Ltd.82 Moo 3, Tambon Bang Ku Wat Amphoe Muang Pathum ThaniPathum Thani 12000


10. Athimart Co., Ltd.170 Moo 11, Tambon NikhomAmphoe Satuek, Buri Ram 31150


11. S.S. Karnsura Co., Ltd.101 Moo 8, Tambon Kaeng DomAmphoe Sawang WirawongUbon Ratchathani 34190


12. Kankwan Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


13. Theparunothai Co., Ltd.99 Moo 4, Tambon Hat KhamAmphoe Muang Nong Khai, Nong Khai 43000


14. Red Bull Distillery (1988) Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900


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Indirect)


15. United Winery and Distillery Co., Ltd.14 Sangsom Building, Soi Yasoob 1Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


16. Simathurakij Co., Ltd.1 Moo 6, Tambon Ban DaenAmphoe Banphot Phisai Nakhon Sawan 60180


17. Nateechai Co., Ltd.14 Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900


18. Luckchai Liquor Trading Co., Ltd.46 Moo 1, Tambon Nong Klang NaAmphoe Muang Ratchaburi, Ratchaburi 70000


19. Sura Piset Thipharat Co., Ltd.14 Sangsom Building, Soi Yasoob 1Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900


20. Modern Trade Management Co., Ltd.333 Lao Peng Nguan Tower 1, 26th FloorSoi Choei Phuang, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

(Registered the change of Company’s address on October 1, 2013)

Beer, spirits and non-alcoholic beverages distributor

Common 10,000,000.00 1,000,000 1,000,000 100.00%

21. Pomkit Co., Ltd.383 Moo 8, Tambon BanpoAmphoe Muang Nakhon RatchasimaNakhon Ratchasima 30310

(Registered the change of Company’s addresson November 20, 2013)

Beer and non-alcoholic beverages distributor

Common 10,000,000.00 1,000,000 1,000,000 100.00%

22. Pomklung Co., Ltd.22/1 Soi 2 (Paprao), Paprao RoadTambon Padad, Amphoe Muang Chiang MaiChiang Mai 50100


Common 10,000,000.00 1,000,000 1,000,000 100.00%

23. Pomchok Co., Ltd.16/1 Moo 1, U Thong Road Tambon Tha WasukriAmphoe Phra Nakhon Si AyutthayaPhra Nakhon Si Ayutthaya 13000


Common 10,000,000.00 1,000,000 1,000,000 100.00%

24. Pomcharoen Co., Ltd.135/3 Moo 4, Kanchanavithi RoadTambon Bang KungAmphoe Muang Surat ThaniSurat Thani 84000


Common 10,000,000.00 1,000,000 1,000,000 100.00%

25. Pomburapa Co., Ltd.51/42 Moo 3, Sukhumvit Road Tambon Ban SuanAmphoe Muang Chon Buri Chon Buri 20000


Common 10,000,000.00 1,000,000 1,000,000 100.00%

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Type of Share



Indirect)


26. Pompalang Co., Ltd.439 Moo 11, KlangMuang Road Tambon Muang KaoAmphoe Muang Khon Kaen, Khon Kaen 40000


Common 10,000,000.00 1,000,000 1,000,000 100.00%

27. Pomnakorn Co., Ltd.85/35, 85/36 Petchakasem RoadTambon Na-Muang, Amphoe Muang RatchaburiRatchaburi 70000


Common 10,000,000.00 1,000,000 1,000,000 100.00%

28. Pomthip (2012) Co., Ltd.40/53 Moo 3, Talad Bangkhen Sub-DistrictLaksi District, Bangkok 10210


Common 10,000,000.00 1,000,000 1,000,000 100.00%

29. Num Yuk Co., Ltd.40/53 Moo 3, Talad Bangkhen Sub-DistrictLaksi District, Bangkok 10210

Spirits distributor Common 10,000,000.00 1,000,000 1,000,000 100.00%

30. Num Kijjakarn Co., Ltd.383 Moo 8, Tambon BanpoAmphoe Muang Nakhon RatchasimaNakhon Ratchasima 30310

(Registered the change of Company’s addresson November 20, 2013)


31. Num Palang Co., Ltd.22/1 Soi 2 (Paprao), Paprao RoadTambon Padad, Amphoe Muang ChiangmaiChiang Mai 50100


32. Num Muang Co., Ltd.16/2 Moo 1, U Thong Road Tambon Tha WasukriAmphoe Phra Nakhon Si AyutthayaPhra Nakhon Si Ayutthaya 13000


33. Num Nakorn Co., Ltd.149/3 Chulachomklao Road Tambon Tha KhamAmphoe Phun Phin, Surat Thani 84130


34. Num Thurakij Co., Ltd.51/40-41 Moo 3, Sukhumvit Road Tambon Ban SuanAmphoe Muang Chon Buri, Chon Buri 20000


35. Numrungrod Co., Ltd.439 Moo 11, Tambon Muang KaoAmphoe Muang Khon Kaen, Khon Kaen 40000

Spirits Distributor Common 10,000,000.00 100,000 100,000 100.00%

36. Numthip Co., Ltd.85/33, 85/34 Petchakasem Road Tambon Na-MuangAmphoe Muang Ratchaburi, Ratchaburi 70000

Spirits Distributor Common 10,000,000.00 100,000 100,000 100.00%

37. Thipchalothorn Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Beer, spirits and non-alcoholic beverages agency

Common 1,000,000.00 100,000 100,000 100.00%

38. Krittayabun Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


Common 5,000,000.00 500,000 500,000 100.00%

39. Surathip Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


Common 1,200,000.00 120,000 120,000 100.00%

40. Sunthornpirom Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


Common 5,000,000.00 500,000 500,000 100.00%

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41. Piromsurang Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


Common 5,000,000.00 500,000 500,000 100.00%

42. Thai Beverage Energy Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District Bangkok 10900

Trading of biogas

Common 860,000,000.00 8,600,000 8,600,000 100.00%

43. Thai Molasses Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Trading of molasses

Common 40,000,000.00 40,000 39,889 99.72%

44. Feed Addition Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Trading of feeds andfertilizer

Common 1,000,000.00 10,000 10,000 100.00%

45. Pan International (Thailand) Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Trading of supplies and procurement

Common 1,000,000.00 10,000 10,000 100.00%

46. Charun Business 52 Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Brick producer and distribution of spirits

Common 121,800,000.00 1,218,000 1,218,000 100.00%

47. Thai Cooperage Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Oak barrel producer

Common 300,000,000.00 30,000,000 30,000,000 100.00%

48. Thai Beverage Recycle Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Trading of bottles

Common 123,000,000.00 1,230,000 1,230,000 100.00%

49. Thai Beverage Logistics Co., Ltd.1 east Water Building Soi Vibhavadi-Rangsit 5Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Transportation and distribution

Common 1,012,000,000.00 101,200,000 101,200,000 100.00%

50. Thai Beverage Marketing Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

import and export spirits for trading / international marketing and non-alcoholic beverages agency

Common 300,000,000.00 30,000,000 30,000,000 100.00%

51. Dhospaak Co., Ltd.90 CyberWorld 15th Fl. Units B 1501-2 and 16th Fl. Units B 1602 Ratchadaphisek Road, Huai KhwangHuai Khwang, Bangkok 10310 (Registered the change of Company’s addresson December 13, 2013)

Advertising agency

Common 25,000,000.00 2,500,000 2,500,000 100.00%

52. Thai Beverage Training Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Training Common 2,500,000.00 1,000,000 1,000,000 100.00%

53. International Beverage Holdings LimitedRoom 901-2, Silvercord Tower 130 Canton Road, Tsim Sha TsuiKowloon, Hong Kong

Holding company

Ordinary HKD 3,160,452,000.00 3,160,452,000 3,160,452,000 100% (1)

54. Thai Beverage Brands Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Trademark holding

Common 5,000,000.00 50,000 50,000 100.00%

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Type of Share



Indirect)


55. Beer Chang Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Trademark holding and production of concentrate materials

Common 1,000,000.00 10,000 10,000 100.00%

56. Archa Beer Co., Ltd.14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Trademark holding and production of concentrate materials

Common 1,000,000.00 100,000 100,000 100.00%

57. Sura Piset Pattharalanna Co., Ltd.14 Sangsom Building, Soi Yasoob 1Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Holding company Common 1,000,000,000.00 10,000,000 10,000,000 100.00%

58. United Products Company Limited56 Sukhapibal Road, Tambon Nakhon Chai SiAmphoe Nakhon Chai Si Nakhon Pathom 73120

Production and distribution of spirits

Common 350,000,000.00 3,500,000 3,500,000 100.00%

59. Thai Drinks Co., Ltd.14 Sangsom BuildingVibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

Distribution of beverages

Common 60,000,000.00 600,000 600,000 100.00%

60. Oishi Group Public Company Limited19th-20th Floors, Park Ventures ecoplex57 Wireless Road, LumpiniPathumwan, Bangkok 10330

Japanese restaurants and distribution of food and beverages

Common 375,000,000.00 187,500,000 149,360,199 79.66% (2)

61. C A C Co., Ltd.90, CyberWorld Tower, 10th Fl.Ratchadapisek Road Huai Khwang Sub-District Huai Khwang District, Bangkok 10310

(incorporated on April 29, 2013)

Management of the ASeAN economic Community (AeC) centre

Common 30,000,000.00 300,000 300,000 100.00% (3)

62. Thai Thum Distillery Co., Ltd.#14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900


Common 14,000,000.00 17,500 17,483 99.90%

63. Sura Piset Sahasan Co., Ltd.#14 Sangsom Building, Soi Yasoob 1Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Trading of spirits Common 100,000,000.00 1,000,000 1,000,000 100.00%

64. Sura Piset Samphan Co., Ltd.#14 Sangsom Building, Soi Yasoob 1Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Trading of spirits Common 100,000,000.00 1,000,000 1,000,000 100.00%

65. Vidhayathan Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-DistrictChatuchak District, Bangkok 10900

environmental public relations

Common 5,000,000.00 500,000 500,000 100.00%

66. InterBev (Singapore) LimitedNo. 138 Cecil Street, # 05-02 Cecil CourtSingapore 069538

Trading of alcoholic beverages

Ordinary SGD 9,000,000.00 9,000,000 9,000,000 100.00%

67. InterBev (Cambodia) Co., Ltd.No. 01, Street 484 corner 97 Sangkat Psar Deum TkovKhan Chamkamorn, Phnom Penh Kingdom of Cambodia

(Registered the change of Company’s addresson March 15, 2013)


Ordinary USD 200,000.00 1,000 1,000 100.00%

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68. InterBev Malaysia Sdn. Bhd.Suite 6.01, 6th Floor, Plaza See Hoy ChanJalan Raja Chulan, 50200 Kuala Lumpur, Malaysia


Ordinary MYR 100,000.00 100,000 100,000 100.00%

69. Best Spirits Company LimitedRoom 901-2, Silvercord Tower 1 30 Canton RoadTsim Sha Tsui, Konloon, Hong Kong


Ordinary HKD 15,300,000.00 15,300,000 15,300,000 100.00%

70. International Beverage Holdings (UK) LimitedMoffat Distillery, Airdrie, ML6 8PL, Scotland

Holding company Common GBP 71,670,000.00 71,670,000 71,670,000 100.00%

71. International Beverage Holdings (China) LimitedRoom 901-2, Silvercord Tower 1 30 Canton RoadTsim Sha Tsui, Konloon, Hong Kong

Holding company Ordinary HKD 210,500,000.00 21,050,000 21,050,000 100.00%

72. S.P.M Foods and Beverages Company Limited79 Moo 3, Tambon LamlookbuaAmphoe Dontoom Nakhon Pathom 73150

Production and distribution of drinking water and energy drinks and spirits agency

Common 606,250,000.00 60,625,000 60,526,250 99.84%

73. Oishi Trading Co., Ltd. 19th-20th Floors, Park Ventures ecoplex57 Wireless Road LumpiniPathumwan, Bangkok 10330

Production and distribution of food and beverage

Common 420,000,000.00 4,200,000 3,345,670 79.66% (2)

74. Oishi Ramen Co., Ltd.19th-20th Floors, Park Ventures ecoplex57 Wireless Road, LumpiniPathumwan, Bangkok 10330

Japanese ramen restaurants

Common 158,000,000.00 1,580,000 1,258,610 79.66% (2)

75. Oishi International Holdings LimitedRoom 901-2, Silvercord Tower 1 30 Canton RoadTsim Sha Tsui, Konloon, Hong Kong

international distribution of beverage

Common HKD 100,000.00 100,000 79,659 79.66% (2)(4)

(a) (b)

76. Chang Beer International Co., Ltd.#15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District, Chatuchak DistrictBangkok 10900

Dormant Common 1,000,000.00 100,000 100,000 100.00%

77. Mekhong Distillery Limited14 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

Consultancy service

Common 500,000.00 5,000 5,000 100.00%

78. Chang International Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

Advertising and marketing serviecs

Common 100,000.00 10,000 10,000 100.00% (c)

79. Chang Corp Co., Ltd.15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District, Chatuchak DistrictBangkok 10900

Advertising and marketing services

Common 100,000.00 10,000 10,000 100.00%

80. Beer Chang International LimitedNo. 138 Cecil Street, # 05-02 Cecil CourtSingapore 069538

Production an trading of alcoholic an non-alcoholic beverages

Ordinary SGD 498,240.00 498,240 498,240 100.00%

81. International Beverage Trading LimitedXL House, One Bermudiana RoadHamilton HM 11, Bermuda


Ordinary US$ 100,000.00 100,000 100,000 100.00%

82. Sermsuk Public Company LimitedMuang Thai-Phatra Complex Tower 1, 27-28th Floor 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

Production and distribution of beverages

Common 265,900,484.00 265,900,484 171,923,138 64.66%

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83. InterBev Investment LimitedRoom 901-2, Silvercord Tower 130 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Holding company Ordinary SGD 227,629.000.00 227,629,000 227,629,000 100% (5)

84. InterBev Trading (Hong Kong) LimitedRoom 901-2, Silvercord Tower 130 Canton Road, Tsim Sha TsuiKowloon, Hong Kong

(incorporated on September 13, 2013)

Sales and marketing of food and beverage products

Ordinary HKD 10,000.00 10,000 10,000 100% (6)

85. International Beverage Holdings Limited USA, Inc.275 Madison Avenue, Suite 701New York, NY 10016


Common USD 1.00 1,000 1,000 100.00% (7)

86. Super Brands Company Pte. Ltd.No. 138 Cecil Street, # 05-02 Cecil Court Singapore 069538

Trademarkholding

Ordinary SGD 8,210,000.00 8,210,000 8,210,000 100.00%

87. Blairmhor Limited#

Moffat Distillery, Airdrie, ML6 8PL, ScotlandHolding company Common £9,009,407.00 900,940,700 900,940,700 100.00%

88. Inver House Distillers LimitedMoffat Distillery, Airdrie, ML6 8PL, Scotland


Common £10,000,000.00 10,000,000 10,000,000 100.00%

89. InterBev Trading (China) LimitedRoom 01-03 Level 1, No. 63 Kunluo RoadShuangjiang Town, eshan CountyYuxi City, Yunnan, China 653200


- RMB 10,000,000.00 - - 100.00% (8)

90. Yunnan Yulinquan Liquor Co., Ltd.Yulin Village, Shuangjiang Town, eshan CountyYuxi City, Yunnan, China 653200

Spirits distillery - RMB 159,388,200.00 - - 100.00% (8)

91. Blairmhor Distillers Limited#

Moffat Distillery, Airdrie, ML6 8PL, ScotlandDormant Common £200.00 2,000 2,000 100.00%

92. Wee Beastie Limited#

Moffat Distillery, Airdrie, ML6 8PL, ScotlandDormant Common £100.00 100 100 100.00%

93. Moffat & Towers Limited#


94. Glen Calder Blenders Limited#


95. Hankey Bannister & Company Limited#


96. R. Carmichael & Sons Limited#

Moffat Distillery, Airdrie, ML6 8PL, ScotlandDormant Common £30,000.00 30,000 30,000 100.00%

97. J MacArthur Junior & Company Limited#


98. Mason & Summers Limited#

10 Foster Lane, London, eC2V 6HH, englandDormant Common £10,030.00 10,030 10,030 100.00%

99. James Catto & Company Limited#

Moffat Distillery, Airdrie, ML6 8PL, ScotlandDormant Common £50,000.00 50,000 50,000 100.00%

100. The Knockdhu Distillery Company Limited#


101. Speyburn-Glenlivet Distillery Company Limited#

Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant Common £100.00 100 100 100.00%

102. The Pulteney Distillery Company Limited#


103. The Balblair Distillery Company Limited#


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104. Sermsuk Holdings Co., Ltd.Muang Thai-Phatra ComplexTower 1, 27-28th Floor 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

Holding company Common 350,000,000.00 50,000,000 32,328,474 64.66%

105. Sermsuk Beverage Co., Ltd.Muang Thai-Phatra Complex Tower 1, 27-28th Floor 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

Production and distribution of beverages

Common 689,586,150.00 68,958,615 44,586,536 64.66%

106. Sermsuk Training Co., Ltd.Muang Thai-Phatra Complex Tower 1, 27-28th Floor 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

Human resources development and organisation

Common 2,500,000.00 1,000,000 646,569 64.66%

107. Great Brands LimitedRoom 901-2, Sivercord, Tower 130 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Manage brands Common HKD 1,000,000.00 1,000,000 646,569 64.66%

108. Wrangyer Beverage (2008) Co., Ltd.Muang Thai-Phatra Complex Tower 1, 27-28th Floor 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

Production and distribution of energy drink

Common 200,000,000.00 20,000,000 12,931,390 64.66%

109. Liquorland Limited8 Westbank Road, Belfast, BT3 9JL Northern ireland

Off licences Common £495,000.00 495,000 245,000 49.49%

110. Petform (Thailand) Co., Ltd.75/102-103 Ocean Tower 235th Floor, Sukhumvit Soi 19, Bangkok 10110

Manufacture and distribution of plastic packaging

Common 75,000,000.00 7,500,000 1,939,708 25.86%

111. Fraser and Neave, Limited438 Alexandra Road#21-00 Alexandra Point, Singapore 119958

Holding Company Ordinary SGD 1,457,917,108.88 1,444,910,386 412,423,822 28.54% (9)(d)

Remarks: #These are currently non-trading companies

(1) On June 17, 2013, international Beverage Holdings Limited registered the increase of paid-up capital from HKD 1,760,600,000 to HKD 2,171,936,000; and on September 17, 2013 this company registered the increase of paid-up capital from 2,171,936,000 to HKD 3,160,452,000.

(2) On March 14, 2013, the Company has disposed its 18,000,000 ordinary shares in Oishi Group Public company Limited, a direct subsidiary of the company to external parties, resulting in a decrease of its shareholding percentage from 89.26% to 79.66%.

(3) On April 29, 2013, this registered capital of this company is THB 30,000,000 consisting of 300,000 issued common shares. Thai Beverage Public Company Limited directly holds 300,000 shares. Currently, the company’s paid-up capital is fully made.

(4) On May 14, 2013, Oishi international Holdings Limited registered the increase of paid-up capital from HKD 50,000 to HKD 100,000.

(5) On June 17, 2013, interBev investment Limited registered the increase of paid-up capital from SGD 1,000,000 to SGD 67,500,000; and on September 17, 2013 this company registered the increase of paid-up capital from SGD 67,500,000 to SGD 227,629,000.

(6) On September 13, 2013, the registered capital of interBev Trading (Hong Kong) Limited is HKD 10,000 consisting of 10,000 issued ordinary shares. Thai Beverage Public Company Limited indirectly holds 10,000 shares, representing 100%.

(7) This company has the registered capital of USD 1 and share premium of USD 11,799,999.

(8) This company was incorporated with the type of investment as equity interest, therefore, there is no share to be issued.

(9) The Shares issued includes 4,100 treasury shares. The Percentage of Shareholding is calculated based on 1,444,906,286 shares (excluding treasury shares).

Updated (January 1 - February 28, 2014):

(a) On February 12, 2014, Oishi international Holdings Limited (“OIHL”) registered the increase of capital from HKD 500,000 to HKD 9,400,000. by issuing the new 9,300,000 paid-up shares, totaling 9,400,000 shares. After the increase of capital, the registered paid-up capital of OiHL is HKD 9,400,000.

(b) On February 3, 2014, Oishi F&B (Singapore) Pte Limited was incorporated by Oishi international Holding Limited (“OIHL”) in Singapore with the registered capital of SGD 1 with a total of 1 share issued. Thai Beverage Public Company Limited indirectly hold share, representing 100% of Oishi F&B (Singapore) Pte Limited share through OiHL.

(c) On February 5, 2014, Chang international Co., Ltd. (“Chang International”) registered the increase of capital from Baht 100,000 to Baht 10,000,000 by issuing the new 990,000 shares, totaling 1,000,000 shares. After the increase of capital, the registered paid-up capital of Chang international is Baht 2,575,000.

(d) Following the payment of dividend-in-specie of shares in Frasers Centrepoint Limited (“FCL”) by Fraser and Neave, Limited, interBev investment Limited (“IBIL”) received 28.54% of FCL shares on January 9, 2014, and FCL shares was listed and commenced trading on the Main Board of the SGX on the same day. in this regard, the registered paid-up capital of FCL is SGD 1,753,976,920.36 with a total of 2,889,812,572 shares issued. Thai Beverage Public Company Limited indirectly holds 824,847,644 shares, representing 28.54% of FCL shares through iBiL.

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As at January 21, 2014

List of DiRect AnD DeemeD inteRests of eAch DiRectoR

Name of directors (1) Direct InterestsNumber of

Shares

Percentageof

Shareholding

Increase (decrease)during the

accounting period (2) Deemed Interests

Number ofShares

Percentageof

Shareholding

1. Mr. Charoen Sirivadhanabhakdi Thai Beverage Public Company Limited - - - Director and his spouse have deemed interests through his associated companies in THBeV shares, totaling of

16,544,687,762

65.89

Siriwana Co., Ltd. (3) 369,750,000 25.50 Shiny Treasure Holdings Limited (3) 710,500,000 49.00

Maxtop Management Corp. (4) - - MM Group Limited (4) 50,000 100.00

Risen Mark enterprise Ltd. (5) - - MM Group Limited (5) 50,000 100.00

Golden Capital (Singapore) Limited (6) - - MM Group Limited (6) 140,600,420 100.00

Shiny Treasure Holdings Limited 25,000 50.00 - - -

MM Group Limited 25,000 50.00 - - -

2. Khunying Wanna Sirivadhanabhakdi Thai Beverage Public Company Limited - - - Director and her spouse have deemed interests through her associated companies in THBeV shares, totaling of

16,544,687,762 65.89

Siriwana Co., Ltd. (3) 369,750,000 25.50 Shiny Treasure Holdings Limited (3) 710,500,000 49.00

Maxtop Management Corp. (4) - - MM Group Limited (4) 50,000 100.00

Risen Mark enterprise Ltd. (5) - - MM Group Limited (5) 50,000 100.00

Golden Capital (Singapore) Limited (6) - - MM Group Limited (6) 140,600,420 100.00

Shiny Treasure Holdings Limited 25,000 50.00 - - -

MM Group Limited 25,000 50.00 - - -

3. Mr. Narong Srisa-an Thai Beverage Public Company Limited 1 0.00 - - - -

4. Mr. Komen Tantiwiwatthanaphan Thai Beverage Public Company Limited 34,068,668 0.14 - - - -

5. Mr. Puchchong Chandhanakij Thai Beverage Public Company Limited 1 0.00 - - - -

6. Ms. Kanoknart Rangsithienchai Thai Beverage Public Company Limited 1 0.00 - - - -

7. Mr. Prasit Kovilaikool - - - - - - -

8. Prof. Kanung Luchai - - - - - - -

9. Mr. Manu Leopairote - - - - - - -

10. Mr. Ng Tat Pun - - - - - - -

11. Mr. Michael Lau Hwai Keong - - - - - - -

12. Prof. Pornchai Matangkasombut - - - - - - -

13. Dr. Sakthip Krairiksh - - - - - - -

14. Gen. Dr. Choo-Chat Kambhu Na Ayudhya - - - - - - -

15. Mr. Vivat Tejapaibul Thai Beverage Public Company Limited 191,541,500 0.76 (50,000,000) His Spouse 50,000,000 0.20

16. Mr. Panote Sirivadhanabhakdi Thai Beverage Public Company Limited 107,000,000 0.43 - - - -

17. Mr. Thapana Sirivadhanabhakdi Thai Beverage Public Company Limited 107,000,000 0.43 - - - -

18. Mr. Ueychai Tantha-Obhas - - - - - - -

19. Mr. Sithichai Chaikriangkrai Thai Beverage Public Company Limited 1 0.00 - - - -

20. Dr. Pisanu Vichiensanth - - - - - - -

Remarks: (1) Mr. Sawat Sopa ceased from the position of director due to passing away on June 4, 2013.

(2) This is to comply with the requirement of Public Limited Company Act B.e. 2535 (as amended). This shows the total number of shares which the director directly and indirectly holds shares of the company increasing or decreasing during a fiscal year 2013. in this regard, no director holds shares in the Company’s affiliate companies. The company does not have any outstanding debentures.

(3) Siriwana Co., Ltd. holds 11,368,060,000 shares in Thai Beverage Public Company Limited. Shares in Siriwana Co., Ltd. were held by Shiny Treasure Holdings Limited which the director holds shares in Shiny Treasure Holdings Limited as per details shown in the table above.

(4) Maxtop Management Corp. holds 4,327,042,762 shares in Thai Beverage Public Company Limited. (According to the report of change of interests of Maxtop Management Corp. which was submitted and announced via Singapore exchange website on June 26, 2012) Shares in Maxtop Management Corp. were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.

(5) Risen Mark enterprise Ltd. holds 833,335,000 shares in Thai Beverage Public Company Limited. Shares in Risen Mark enterprise Ltd. were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.

(6) Golden Capital (Singapore) Limited holds 16,250,000 shares in Thai Beverage Public Company Limited. Shares in Golden Capital (Singapore) Limited were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.

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As at march 17, 2014

stAtisticsof shARehoLDeRs

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INFORMATION ON SHARE CAPITALAuthorised share capital Baht 29,000,000,000issued and fully paid-up capital Baht 25,110,025,000 Class of shares Common shares with a par value of Baht 1Number of shares issued 25,110,025,000 sharesVoting rights One vote per one share

Analysis of Shareholders by Size of Shareholdings

Size of ShareholdingsNumber of

Shareholders %Number of

Shares %

1 – 999 12 10.17 1,208 0.001,000 – 10,000 1 0.85 5,000 0.0010,001 – 1,000,000 39 33.05 12,118,689 0.051,000,001 and above 66 55.93 25,097,900,103 99.95Total 118 100.00 25,110,025,000 100.00

The 26.04 % the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.

TOP TWENTY SHAREHOLDERS

No. Name of shareholders Number of Shares %

1. Siriwana Co., Ltd. 11,368,060,000 45.272. The Central Depository (Pte) Limited 8,169,719,364 32.543. Maxtop Management Corp. 3,694,675,000 14.714. Nexus Power investment Limited 420,514,080 1.675. Mr. Thapana Sirivadhanabhakdi 107,000,000 0.436. Mrs. Thapanee Techajareonvikul 107,000,000 0.437. Mr. Panote Sirivadhanabhakdi 107,000,000 0.438. Mrs. Wallapa Traisorat 107,000,000 0.439. Mrs. Atinant Bijananda 88,000,000 0.3510. Mr. Natthavat Tejapaibul 72,377,500 0.2911. Mrs. Varang Chaiyawan 65,650,500 0.2612. Mr. Winyou Chaiyawan 65,641,500 0.2613. Mr. Vanich Chaiyawan 64,863,500 0.2614. Mr. Veeravet Chaiyawan 61,600,000 0.2415. Miss Weena Chaiyawan 50,000,000 0.2016. Mrs. Chompoonuch Tejapaibul 50,000,000 0.2017. Mrs. Nontana Chaiyawan 48,000,000 0.1918. Mr. Vivat Tejapaibul 41,541,500 0.1619. Mr. Pachara Photijad 37,450,000 0.1520. Mr. Chai Chaiyawan 36,729,500 0.15Total 24,762,822,444 98.62

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Statistics of Shareholders under The Central Depository (Pte) Limited

Size of ShareholdingsNumber of

Shareholders %Number of

Shares %

1 – 999 17 0.14 3,518 0.001,000 – 10,000 7,233 58.14 39,444,186 0.4810,001 – 1,000,000 5,134 41.27 299,730,979 3.671,000,001 and above 56 0.45 7,830,540,681 95.85Total 12,440 100.00 8,169,719,364 100.00

Twenty Largest Shareholders under The Central Depository (Pte) Limited

No. Name of shareholders Number of Shares %

1. Citibank Nominees Singapore Pte Ltd 2,320,069,894 28.402. United Overseas Bank Nominees (Private) Limited 1,633,470,515 19.993. DBS Nominees (Private) Limited 1,456,543,392 17.834. DBSN Services Pte. Ltd. 1,092,713,430 13.385. HSBC (Singapore) Nominees Pte Ltd 356,166,128 4.366. UOB Kay Hian Private Limited 320,048,000 3.927. LiM & TAN Securities Pte Ltd 102,765,000 1.268. Vivat Tejapaibul 100,000,000 1.229. Raffles Nominees (Pte) Limited 79,243,743 0.9710. BNP Paribas Securities Services Singapore Branch 62,450,262 0.7611. Morgan Stanley Asia (Singapore) Securities Pte Ltd 53,817,376 0.6612. Paramount Assets investments Pte Ltd 30,500,000 0.3713. Lee Pineapple Company Pte Ltd 27,500,000 0.3414. Bank of Singapore Nominees Pte. Ltd. 22,143,000 0.2715. DB Nominees (Singapore) Pte Ltd 21,596,391 0.2616. OCBC Securities Private Limited 17,460,000 0.2117. CiMB Securities (Singapore) Pte. Ltd. 16,748,000 0.2118. DBS Vickers Securities (Singapore) Pte Ltd 13,225,800 0.1619. Merrill Lynch (Singapore) Pte Ltd 12,566,243 0.1520. Sunfield Pte Ltd 12,000,000 0.15Total 7,751,027,174 94.87

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Particular of significant contracts with the interested persons for the year 2013 consist of:

Molasses purchase agreementsThai Molasses Co., Ltd., the Company’s subsidiary, entered into molasses purchase and sale agreements with related companies in order to sell to other subsidiaries within the Group. The terms and conditions of these agreements specify that the seller would sell molasses to the buyers in specified quantity, price, quality, delivery and receipt, payments, responsibility, weight, sample analysis on molasses, and quality control, etc.

Sales appointment agreementOn 4 June 2013, Oishi Trading Co., Ltd., the Company’s indirect subsidiary, entered into an appointment agreement with F&N Beverages Marketing Sdn Bhd, the Company’s related party to act as a distributor in Malaysia and Brunei according to the prices and conditions stipulated in the agreement. The agreement shall be in effect for a period of 7 months, effective from 1 June 2013 to 31 December 2013. Subsequently on 18 December 2013, the agreement has been extended for 6 months, commencing from 1 January 2014 to 30 June 2014, same as conditions stipulated in the prior agreement.

Net book value of the company freehold land and building as at 31 December 2013 were as follows.

(million Baht)

Land 16,884

Land improvement 638

Building and improvements 11,363

Total 28,885

The company leases various premises, primarily for the branch offices and warehouses. All of these leases are operating leases and not financial leases.

As at 31 December 2013, the amount of freehold land held for planned future business operations amounted to Baht 920 million which was 3.96% of profit before income tax.

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AUDIT COMMITTEE

Office of Internal Audit

Office of the President

Center of Excellence

Office of CorporateCommunication

Office of Strategic Planning

Office of Controller

Sales Group

Office of Treasury

Office ofCorporate Secretariat

Office of Legal Affairs

Office of External Affairs

* Effective from August 11, 2011

SALESFINANCESTRATEGYGENERALAFFAIRS

MARKETING INTERNATIONALBUSINESS

RELATEDBUSINESS

NON-ALCOHOLPRODUCTION

BEERPRODUCTION

SPIRITPRODUCTION

Marketing Group

Related BusinessGroup

International Business

Non-Alcohol Production GroupGroup

Beer ProductionGroup

Office of Liquor Production

Office of Technical Service & Environment

Office of Engineering

Office of Natural Essences Production

BOARD OF DIRECTORS RISK MANAGEMENT COMMITTEE

EXECUTIVE COMMITTEE

Office of Chairman of Executive Committee

Office of Human Resources

Office of Information Technology

Office ofAsset Management & Services

CORPORATESERVICES

PRESIDENT AND CEO

NOMINATION COMMITTEE

REMUNERATION COMMITTEE

COMPANY SECRETARY

oRgAnizAtionstRuctuRe

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AUDIT COMMITTEE

Office of Internal Audit

Office of the President

Center of Excellence

Office of CorporateCommunication

Office of Strategic Planning

Office of Controller

Sales Group

Office of Treasury

Office ofCorporate Secretariat

Office of Legal Affairs

Office of External Affairs

* Effective from August 11, 2011

SALESFINANCESTRATEGYGENERALAFFAIRS

MARKETING INTERNATIONALBUSINESS

RELATEDBUSINESS

NON-ALCOHOLPRODUCTION

BEERPRODUCTION

SPIRITPRODUCTION

Marketing Group

Related BusinessGroup

International Business

Non-Alcohol Production GroupGroup

Beer ProductionGroup

Office of Liquor Production

Office of Technical Service & Environment

Office of Engineering

Office of Natural Essences Production

BOARD OF DIRECTORS RISK MANAGEMENT COMMITTEE

EXECUTIVE COMMITTEE

Office of Chairman of Executive Committee

Office of Human Resources

Office of Information Technology

Office ofAsset Management & Services

CORPORATESERVICES

PRESIDENT AND CEO

NOMINATION COMMITTEE

REMUNERATION COMMITTEE

COMPANY SECRETARY

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Office of the Chairman of the Executive BoardCo-ordinates and scrutinizes documentation work for presentation to the Chairman of the executive Board and is responsible for the related secretarial tasks.

Office of the PresidentManages secretarial and supporting tasks under the responsibilities of the President & CeO, including preparation and management of appointments and travel arrangements. Responsible for compiling and recording essential data and information of administrative and strategic tasks; corresponds and coordinates with local and international businesses and institutions; arranges and sets up meetings; and performs other tasks as assigned by the President & CeO.

Centre of ExcellenceManages the research and development function to create high value added products and services as well as new businesses through innovation and insights to meet changing consumer trends for the sustainable growth of the Company.

Office of Internal AuditAssists the Board of Directors and the management in promoting good corporate governance of Thai Beverage Group through the provision of assurance and consulting services by evaluating and recommending on improvement of the effectiveness of risk management, internal controls, and governance processes in order to add value and enhance the Group’s operations. Audit works of the Office of internal Audit are performed under the supervision of the Audit Committee.

Office of Human ResourcesFormulates Human Resources strategies and policies that support business goals and objectives as well as oversees Group HR management and practices in order to ensure compliance with labor legislation and Group policies – committing to employees development taking into account the value of human capital and enhancing employees engagement.

Office of Information TechnologyResponsible for information technology (iT) services, including development of advanced iT systems so that business units can access information and tools to enhance the Company’s competitiveness.

Office of Asset Management Services Manages corporate assets of and provides services to the Company and its affiliates under the strategies of asset management and information technology systems, designed for management of services, in order to ensure that the assets and services support missions of the Company, enhance the employees’ quality of life and safety, as well as develop into the sustainable asset and service management of international standards.

Office of Corporate Communications Supervises and responsible for all aspects of corporate external communications functions, namely advertising and public relations, internal and external communications, electronic communications, to garner the utmost benefits for the company, particularly in regard to corporate image, to oversee and support the Corporate Social Responsibility (CSR) activities of the Company and the fostering of relationship to efficiently support the company’s businesses and activities.

Office of Corporate Secretariat Arranges all board of directors and shareholders meetings, provides minutes of the relevant meetings of the Company and its subsidiaries as well as other sub-committee meetings as assigned by the management; Oversees compliance with the Public Company Limited Law, Civil and Commercial Code in relation to Partnership and Company Limited, Securities Laws and the Listing Manual of the Singapore exchange, which are relevant to the Company and/or subsidiaries and controls disclosure of material information to ensure compliance with relevant laws and regulations as well as the Company policy; Supports the Company Secretary as required by relevant laws and regulations. Coordinates with the Office of Legal Affairs to provide consultancy to the Company’s directors in order to ensure compliance with the relevant laws, rules and regulations, as well as corporate governance; Oversees the share registrar works and investor relations works; Coordinates with subsidiaries of ThaiBev group as assigned; and Organizes the preparation of the annual report.

Office of External Affairs Builds relationships with both international and local agencies in order to strengthen the project implementation / social and community development activities in a sustainable manner, as well as taking part in conserving and promoting art and culture with consideration on the extreme value delivered to the society so as to support business operations of the Company

ResponsiBiLities AnD AuthoRizAtion of eAch gRoup/office

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Office of Legal AffairsAnalyzes and advises all units of the Company on legal issues to ensure full compliance with the law and for the best interests of the Company as well as being responsible for litigation matters, juristic acts/contracts matters, registration matters relating to partnerships/companies, and intellectual property.

Office of Strategic PlanningOversees and coordinates the Company’s transformation program through the Project Management Office (PMO), centralizes all M&A activities in close coordination with the finance Office, with a focus on strategic evaluation and Post Merger integration, and leads key projects as required to define and implement the group’s strategy.

Office of ControllerSupervises and oversees the corporate functions of accounting and budgeting to ensure the compliance with generally accepted accounting principles in Thailand to present the complete, accurate and timely financial informations as well as compliance with the procedures set forth by the Board of Directors.

Office of TreasurySupervises and oversees support for treasury affairs to ensure technical and legal compliance of operations, as well as compliance with the procedures set forth by the Board of Directors.

Sales GroupSupervises and oversees support on the sale activities by coordinating with production and logistics units in order to ensure that the sale activities are performed according to the strategic plan.

Marketing GroupCreate, develop, and grow a portfolio of alcohol and non-alcohol beverages in the domestic and international markets. Develop and execute marketing strategies and utilise marketing budgets in a creative and cost effective manner to gain the maximum impact in the marketplace to support sales and build brand equity. Strengthen and build brands in the portfolio to create superior returns and values for our shareholders through marketing activities such as new product development, public relations, sponsorships, advertising, and promotions.

Related Business GroupSupervises and oversees the operation of all related businesses under the responsibility of the Related Business Group in compliance with the Company’s policies including giving advice and strategic planning to develop the businesses in charge to gain a maximize value added to the Company.

International Business GroupManages and expands all the international business of the Company, including production (for facilities outside Thailand), sales, and marketing, covering all ranges of Thai and international products (Scotch Whisky / Spirit / Beer / Non-Alcohol) developed for international markets.

Non-Alcohol Production GroupManages and drives the production, sales, and distribution of non-alcoholic beverage category of the Company to achieve growth in a comprehensive manner and thereby emerging as another core product group of the Company, as well as carries out research and development, of new products for product diversification, together with the efficient connection and coordination between each company in the group to reinforce brand strength and create brand awareness among domestic and international markets, including enhances personnel skills development for the sustainable benefits of the Company.

Beer Production GroupManages and oversees the production of the three beer companies in compliance with the goals and policies of the Company, including the promotion of the development of production and personnel skills for the sustainable benefit of the Group.

Office of Liquor ProductionManages and oversees operations of the three liquor groups in compliance with the goals and policies of the Company, including the promotion of the development of production and personnel skills for the sustainable benefit of the Company.

Office of Technical Service & EnvironmentFormulates liquor production processes and controls liquor production at 18 distilleries to meet the requirements of each type as well as the standards of the Thai industrial Standards institute. This includes the formulation of environmental management systems and controlling water treatment systems.

Office of EngineeringOversees the engineering section to support the distilleries and the Company’s affiliates to align with goals for the utmost benefit to the Group.

Office of Natural Essences ProductionOversees the process of natural essences production to meet the quality set forth by the Company.

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miLestones

October 2003Thai Beverage Public Company Limited was established as a holding company for the alcohol beverage business

September 2008Acquisition of 43.9% of Oishi Group Public Company Limited (“Oishi”) and disposal of 100% of Thai Alcohol Public Company Limited; followed by acquisition of additional Oishi shares via tender offer in November, resulting ThaiBev holds more than 50% of total sold shares in Oishi

February 2013Successfully acquired a 28.6% stake in F&N, paving the way for further international expansion as a leading beverage producer and distributor in the region

May 2006ThaiBev was successfully listed on the Singapore exchange mainboard

November 2009Acquisition of Yunnan Yulinquan Liquor Co., Ltd., Chinese white spirit distillery in China

October 2006Acquisition of Pacific Spirits UK (PSUK), owner of inver House Distillers in Scotland and acquisition of Best Spirits Company Limited

March 2013Further diversified Sermsuk’s product portfolio with the introduction of Wrangyer, an energy drink for young working adults

April 2013established CAC Co., Ltd. to facilitate the sharing of business, art, and cultural knowledge among the ASeAN economic Community

2013

2003-2012

May 2010ThaiBev’s first distribution center (DC) in Nakhon Ratchasima province commenced operations, followed by two more DCs in Chonburi and Surat Thani provinces, respectively, in June and August 2010

October 2011Acquisition of 64.66% shares of Sermsuk Public Company Limited (“Sermsuk”), a leading beverage manufacturer and distributor in Thailand

August 2012Fraser and Neave, Limited (“F&N”), a leading Singaporean Company in Beverage, Property and Publishing & Printing industries, became an associate company of ThaiBev through acquisition of shares

June 2013expanded Oishi’s reach with the distribution of its green tea beverage products to 7-eleven stores across Malaysia via Fraser and Neave Holdings Bhd

August 2013introduced Thailand’s first rail freight transport system for beverages at the Surat Thani distribution center, paving the way for logistical cost savings and enhanced distribution coverage of the country’s Southern, North-eastern, and Northern regions

September 2013Bestowed a royal warrant by King Bhumibol Adulyadej

November 2013Strengthened Oishi’s position as innovation leader with the launch of Oishi Green Tea Matcha Latte, a premium green tea beverage with milk

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thaiBev was established in 2003 to consolidate a number of leading spirits and beer businesses in thailand belonging to our founding shareholders and other investors. in 2006, we registered thaiBev’s listing on the singapore exchange (“SGX”), and subsequently expanded to the non-alcoholic beverage and food sectors to diversify our product portfolio, enhance logistics efficiency, and mitigate business risks. today, thaiBev is not only thailand’s leading beverage producer, but also one of Asia’s largest beverage producers. our business consists of four segments – spirits, beer, non-alcoholic beverage, and food.

OVERVIEW

ThaiBev Group’s vision is to be a Thailand’s world-class total beverage producer and distributor embodying commercial excellence, continuous product development and premiumisation, as well as professionalism. Our mission is to build strong mutually beneficial relationships with all our stakeholders in every aspect, guided by the following six principles:

• Offer top quality products to all customer segments;• Respond professionally to distributors’ demands;• Grow revenue and profits in a sustainable manner to create value for shareholders and provide favourable returns on investments;• Be a role model of the highest standards of professionalism, corporate governance, and transparency;• Build a sense of ownership among employees by trusting, empowering, and rewarding them; and• Contribute to society.

OUR VISION

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Continue premiumising our productsThaiBev plans to continue focusing on product development and is determined to offer products that cater to consumers’ demands. Product development and innovation will enable us to continually satisfy consumers’ ever changing tastes and preferences, which will in turn contribute to our growth in terms of both sales and profits. Most recently, we enlarged our portfolio of premium spirits with the launch of Blend 285 Signature, which offers a uniquely appealing taste, and comes in elegantly designed bottles with classy labels comparable with those of eminent international brands. Blend 285 Signature resonates with the new generation of consumers who desire to live well, and identify with the product’s slogan “Live well, your way”. These initiatives are part of our drive to develop high-quality products for sale at reasonable prices. By enhancing the standard and image of our products, we will be better able to tap on the high-end market.

Grow our non-alcoholic beverage businessWe are furthering our expansion from the alcoholic beverage market to the robust non-alcoholic beverage market via our newly integrated distribution network. This extensive network was built as we ventured progressively over the years into the non-alcoholic beverage market by diversifying our product portfolio, as well as acquiring companies to stimulate inorganic growth. in 2008, we acquired Oishi Group Public Company Limited (“Oishi”), Thailand’s leading green tea beverage company. in 2011, we acquired Sermsuk Public Company Limited (“Sermsuk”), which has the most extensive distribution network among all beverage companies in Thailand. in 2012, we acquired Fraser and Neave, Limited (“F&N”), a conglomerate in Singapore with a well-established beverage and publishing business, in a bid to accelerate our overseas expansion to achieve our goal of becoming a leading regional beverage producer and distributor.

Our efforts to grow our non-alcoholic beverage business enables us and our trade partners to further diversify of our product portfolios, optimise our existing distribution network,

as well as better manage our risk exposure, especially to excise tax increases imposed on alcoholic beverages every now and then. Moreover, these steps help strengthen ThaiBev’s position as a leading beverage company, not only in the alcoholic beverage market, but also in the non-alcoholic beverage market. They also bring us closer to achieving our target of becoming a leading beverage producer and distributor on an international level.

Solidify our market leading positionAs the leading beverage producer in Thailand and one of the leading businesses in the ASeAN region, we continuously work to solidify our market leading position. By constantly developing and launching new products, as well as repackaging and rebranding them as appropriate, we are able to meet the demands of consumers of all genders, ages, and lifestyles. in 2013, we increased our appeal to environmentally-conscious consumers by reducing the amount of aluminium used for our cans, as well as the amount of plastic used for the mouth of our bottles. in addition, we continually strengthen our corporate and product image by undertaking high-impact public relations and marketing activities. in particular, we employ music and sports marketing to increase our brand presence and facilitate top-of-mind recall among target consumers. We are also committed to contributing to the community through our corporate social responsibility programmes.

Strengthen our distribution networkOur distribution network is one of the key pillars of our success. in the past decade, we have built on the spirits distribution network we gradually established over the past 30 years, expanding its reach to cater to beer and non-alcoholic beverage businesses as well. Our sales teams have also cultivated strong relationships with agents, distributors, modern trade partners, retailers, and restaurants.

We are determined to further strengthen our distribution network to facilitate ThaiBev’s growth. in 2013, we became the first beverage company in Thailand to distribute its products

STRATEGIES

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via railway trains with all cargo carriages, currently more than 20, dedicated to the company’s products. With a route originating from our distribution centre in Surat Thani, the railway enhanced distribution coverage of Thailand’s southern, north-eastern, and northern regions.

Expand our international businessOn top of cementing our domestic market leadership, we also seek to enlarge our global footprint. We are incrementally building our international business, prudently laying a solid foundation for sustainable international growth. in this regard, our focus is currently on building our brand equity overseas and obtaining route-to-market, as we believe that these are imperative for international success.

Our acquisition of F&N shares was a major step towards achieving our goal of becoming a leading beverage producer and distributor on an international level. The move widens our geographical reach and supports our growth in Southeast Asian markets, where purchasing power is increasing. in 2013, Oishi announced a partnership agreement with F&N that enables Oishi to distribute its ready-to-drink green tea beverages via 7-eleven convenience stores in Malaysia. Besides making in-routes to Malaysia, Oishi also increased its presence in Cambodia and Laos, and performance in these two markets have been satisfactory.

Realise the potential of our employeesRecognising the importance of human resources, we strive to foster a dynamic and empowering learning environment for our employees to help them realise their full potential and scale greater heights. in 2013, we rolled out a “Year of Greater efficiency” campaign, a continuation of “ThaiBev Core Values” Project initiated at the end of 2010. As part of the campaign, we encouraged employees across ThaiBev and our subsidiaries to submit ideas under “The Greater efficiency Contest 2013” to suggest ways to enhance work efficiency The contest provided a platform for employees to showcase their knowledge and competencies, share tips and best practices, and explore

innovative solutions in a bid to increase the efficiency and effectiveness of their respective business units.

The Thai Economy

The pace of Thailand’s economic growth decelerated in the first half of 2013, with signs of a slowdown appearing as early as the first quarter of the year. Household consumption declined while household debt increased, especially because of a drought that lowered income levels of farmers in rural areas. Weighed down by expenditure on recovery efforts and the construction of dykes following severe floods in 2012, the private sector also held back on investments in machinery and equipment. The consumer confidence index continued falling in the second half of 2013 amid concerns over the political situation and the stagnation of the Thai economy owing to limited government stimulus policies. Thai exports also contracted when compared to the high base in the previous corresponding period, due to uncertainty around the recovery of the global economy and the muted performance of the agricultural products sector.

Excise TaxOn September 3, 2013, Thailand’s Ministry of Finance raised the excise tax rate ceiling, and adjusted the methodology for calculating the excise tax rates. Previously, excise tax rates were calculated by one of two methods – an ad valorem rate based on the ex-factory price or a specific rate based on the volume of alcohol per litre – whichever is higher. With the new methodology, excise tax rates will be based on both the value of the last wholesale price and the level of alcohol content. As a result, the increase in selling price of all types of alcohol products is varied by each product type. The tax rates on alcoholic beverages were adjusted as follows:

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Summary of Excise Tax on Fermented SpiritsSpecific Rate Extra Charge

ItemAd Valorem

RateBaht/liter/

100 degreesBaht/liter Condition

Baht/liter/

degree

1. Beer 48 155 8 > 7 degrees 32. Wine and sparkling wine from grape - The last wholesale price ≤ 600 - The last wholesale price > 600

0

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3. Other fermented spirits 5 70 10 > 15 degrees 34. Local fermented spirits 5 70 10 > 15 degrees 35. Wort, rice wine, arrack 5 70 10 > 15 degrees 36. Brewpub 48 15 8 > 7 degrees 3

Summary of Excise Tax on Distilled SpiritsSpecific Rate Extra Charge

Item

Ad Valorem Rate

Baht/liter/100 degrees

Baht/liter

Condition

Baht/liter/degree

1. White spirits 4 145 40 > 40 degrees 32. Other distilled spirits - Compounded spirits - Specially blended spirits - Special spirits

25

250

50

> 45 degrees

3

3. Local distilled spirits 4 145 40 > 40 degrees 3

4. ethanol (over 80 degrees of pure alcohol) (1) For industrial or conversion purpose pursuant

to methods specified by the Director General (2) For medical, pharmaceutical, and scientific

purpose pursuant to methods specified by the Director General

(3) Others apart from (1) and (2)

- - -

0 0 6

1

0.05 0

Source: The excise Department

As the increased excise tax liability impacts our white spirits, compounded spirits, and beers, we adjusted the prices of our affected products accordingly.

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Our domestic beverage business registered diminished sales in the first half of 2013 as stores still carried stock accumulated prior to an excise tax increase in August 2012 that was widely anticipated, while consumers took time to adjust to higher prices, especially as income levels and purchasing power fell. While alcoholic beverage companies were still grappling with the situation, the government announced a new excise tax calculation methodology on September 3, 2013 that took the market by surprise, and led to price increases for all alcoholic beverages in line with their respective categories and brands in the fourth quarter. Compounding matters, political tension in Thailand since late October 2013 had a negative impact on the country’s economy, especially its tourism and consumer sectors. As a result, consumers reduced spending on food and beverages consumption outside of home, particularly in Bangkok and its vicinity, impacting our beverage sales in the last quarter of the year.

Spirits Business Already muted in the first half of 2013 as consumers continued taking time to adjust to new prices following the government’s 2012 excise tax hike, our spirits business was further impacted by lower consumption levels in the second half, on the back of the additional tax hike on September 4, 2013, whereby the calculation methodology for white spirits, brown spirits, and beer was revised to be based on wholesale prices and alcohol content.

Nevertheless, we maintained our leadership in the domestic spirits market, and revenue generated by our spirits business even rose by a remarkable 7.3 percent year-on-year. This was mainly due to our increasing of selling prices following the September 2013 excise tax hike. Meanwhile, the total sales volume of our spirits business decreased by 1.6 percent, mostly due to a drop in the sales volume of white spirits, though that was partially offset by an increase in the sales volume of our brown spirits. Notably, ‘Hong Thong’ enjoyed robust growth. Moreover, with a lower corporate income tax rate in 2013, the net profit achieved by our spirits business in 2013 increased 3.2 percent year-on-year to Baht 19,092 million.

Beer BusinessDuring the year, we continued the ‘Champion of Champions’ campaign that we launched in 2012 under the ‘Chang’ brand after we signed a sponsorship agreement with Spain’s FC Barcelona and Real Madrid C.F. We also reinforced our position as the leading sports marketing practitioner in the country by organising the “Chang Champions Cup – FC Barcelona Asian Tour 2013”, a historical football match in Thailand. We promoted the match under the ‘Chang’ brand, using its popular slogan ‘Live Like You Mean it!’. Chang export was one of the main products featured in the related publicity campaign and we received positive feedback about the brand from both consumers and retailers.

On a macro level, we had to manage the potential cumulative impact of the excise tax increase in September 2013, as well as economic and political factors that made consumers more cautious over discretionary spending. We did so by increasing the selling price of our beers – a move which proved wise. Though our beer sales volume decreased by 9 percent in 2013 compared to the previous year, our beer business achieved an eBiTDA (earnings before interest, tax, depreciation, and amortisation) of Baht 243 million, and a lower net loss. The results were also lifted by lower raw material costs, as well as a smaller quantum of depreciation recognised.

Non-alcoholic Beverage BusinessCompetition within Thailand’s non-alcoholic beverage market intensified in 2013, especially in the ready-to-drink tea and carbonated soft drink sectors. Both established and new operators continuously rolled out promotional and advertising activities. Notwithstanding the aforementioned, non-alcoholic beverage sales in the second half of the year was muted as purchasing power, and consequently consumption, was subdued by the sluggish economy and volatile political situation. Sales of Sermsuk’s and Oishi’s products accounted for most of ThaiBev’s non-alcoholic beverage sales in 2013. Following Sermsuk’s launch of ‘est’ in November 2012, Sermsuk signed

DOMESTIC BUSINESS

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a sponsorship agreement with Manchester City Football Club that named ‘est’ as the club’s official soft drink partner in Thailand for two years. This partnership enhances the brand’s international image, and also increases visibility among target consumers. Sermsuk also sought to realise logistical and product synergies with ThaiBev and our other subsidiaries. Strong growth in term of both sales value and volume for Crystal drinking water are attributed to higher consumer demand for products with a recognized brand and Sermsuk’s efficient distribution network.

Meanwhile, Oishi continued to develop new products such as lychee-flavoured Oishi Green Tea, red berry-flavoured Oishi Black Tea, apple and kiwi-flavoured Oishi Chakulza, apple and white grape-flavoured Oishi Fruito, and most recently, Oishi Matcha Latte. A genuine matcha green tea with premium-grade milk, Oishi Matcha Latte appeals to a new generation of consumers who seek out high-quality products. The competition in the green tea segment is rather fierce among new operators in the market, with an emphasis on lucky draw campaigns to gain more market share. Nonetheless, Oishi successfully maintained its number one leadership position in the green tea market and expanded its production capacity by adding a new production line to fully support the production of various Oishi products in the future.

Chang drinking water and Chang soda water continued to enjoy sales growth, in volume terms, during the year. Further awareness of the ‘Chang’ brand was raised through sports marketing activities, especially its sponsorship of the Thailand Volleyball Association and the national women’s volleyball team, which triumphed at the 2013 Asian Women’s Volleyball Championship. Additionally, due to the demand hike for drinking water with a recognized brand in the past year, the Company decided to increase the water production capacity and coordinate with Sermsuk in the production planning of both Crystal and Chang drinking water, especially regarding the location of production facilities, in order to better respond to the demand in each market area and to be more logistically efficient.

All in all, our non-alcoholic beverage business registered sales of Baht 17,018 million in 2013, down 39.9 percent year-on-year, mainly due to the termination of a production and distribution agreement with an international enterprise at the end of October 2012 and the substantial marketing spend needed subsequently to raise awareness of ‘est’. Coupled with heightened competition in the green tea business, our non-alcoholic beverage business recorded a net loss of Baht 1,464 million.

Food BusinessFood businesses in Thailand grew in 2013, in general, especially for Japanese restaurants in shopping malls, as the popularity of Japanese food continued to rise. At the end of 2013, the restaurants of Oishi Group totaled 193 outlets nationwide. We placed great emphasis on expanding Oishi’s network of food outlets, particularly in large cities where there has been an increase in purchasing power. in addition, Oishi diversified beyond the buffet restaurant sector, opening other types of restaurants, as well as launching new food products for sale at retail stores across the country. These include refrigerated food, frozen food, and Japanese snacks. These measures have helped reinforce Oishi’s standing as the ‘King of Japanese Food’ in Thailand.

Sales generated by the food business amounted to Baht 5,976 million in 2013, an increase of 12.4 percent over the previous year. This was mostly due to the increased number of food outlets and higher selling prices. Oishi opened 43 new outlets during the year. Consequently, net profits generated by our food business amounted to Baht 176 million, an increase of 51.7 percent over the previous year, with Shabushi recording particularly substantial growth.

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Our wholly-owned subsidiary, international Beverage Holdings Limited (“IBHL”), is responsible for building our international business. Headquartered in Hong Kong, iBHL has regional offices in Singapore, Cambodia, Malaysia, UK, USA, and China. iBHL offers a wide range of products for distribution to over 80 countries. These include inver House Distiller’s Scotch whiskies, ThaiBev’s Chang beer, Thai spirits and non-alcoholic beverages, and Yunnan Yulinquan Liquor Co. Ltd.’s Chinese wines and spirits.

Our international production centres include five distilleries in Scotland, and one in China. iBHL’s vision is to be a total beverage company with highly regarded international brands that cater to consumers around the world, and to contribute a significant portion of ThaiBev’s revenue within five years.

Strategy

iBHL’s strategy continues to be based on the following three fundamentals:

Building core brands with global footprintsiBHL focuses on building its key brands: single malt whisky products such as Balblair, Old Pulteney, Speyburn, and anCnoc, blended whiskies such as Hankey Bannister, and exported products from Thailand such as Chang Beer, Mekhong, and Crown 99. Making sure that sales and marketing plans are always aligned with the various brands’ target customer and relevant market trends, iBHL adopts sports marketing strategies to build strong brand equity. For example, ThaiBev’s Chang Beer sponsors FC Barcelona, a leading football team in Spain’s La Liga, and everton FC, a well-known club in UK’s Premier League. These inspirational football clubs have far-reaching influence on international audiences and guarantees that the Chang brand enjoys widespread exposure.

Single malt whisky brand Old Pulteney, with an image associated with sailing and the sea, is sponsoring the “Clipper Round the World Yacht Race” in 2014, a unique yacht race

INTERNATIONAL BUSINESS

that sees sailors circumnavigating the world in 11 months. The race has gained extended global media coverage that will promote and greatly reinforce the brand image of Old Pulteney. Another single malt whisky brand, Speyburn, is collaborating with Spey Foundation in Scotland and American Rivers in the USA to sponsor the “Salmon Run” project. The initiative aims to conserve rivers as spawning beds for salmon and trout, as well as protect and revive water resources for aquaculture and ecosystem restoration. Speyburn has organised marketing activities to promote this project both in the UK and the USA.

Expanding product portfolios continually to better serve core market needsinnovation and ensuring product-market fit are at the forefront of iBHL’s business agenda. in 2013, iBHL launched BlackMask Pacific Rum in Southern California in a move to expand into the spiced rum category, which is gaining popularity in the USA. This spirit is made from oak-aged rums blended with spices and herbs. Currently, the product comes in 4 flavours: Original Spiced, island Coconut, Tropical Chai, and Black Premo. in order to fulfill the diverse consumer demands in key overseas markets, iBHL will continue to innovate within its core product range, as well as develop new brands in exciting categories such as mainstream spiced rum, premium gin, vodka, and special whiskies.

Focusing on achieving business growth in high value and key developing marketsiBHL is committed to establishing a robust, sustainable business in high value spirits markets such as the USA, and fast growing developing markets, including eastern europe, Africa, and Asia. To expand its business, iBHL focuses on strengthening its route-to-market and operations, sometimes through mergers or acquisitions that enable it to capitalise on growth opportunities. iBHL is also committed to continually reinforcing its organisational capabilities and building steadfast collaborative relationships with distribution partners.

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Development in 2013

Overall performance of the international business2013 was a challenging year, and revenue from the international business decreased, largely due to lower bulk sales as reserving more liquids to support the growth of cased sales of core brands. Chinese spirits were also affected by the Chinese government’s austerity drive, which has led to reduced spending on luxury goods. Spirits are now also not allowed to be served at official government banquets.

Scotch whisky portfolioScotch whisky sales continue to account for the largest proportion of sales across the international business. However, in 2013, sales of bulk and cased spirits in the UK were dampened by unfavourable economic circumstances. On the other hand, operations in the USA delivered strong year-on-year growth, with Speyburn and Old Pulteney products selling particularly well.

We are proud to report that, Speyburn’s 25-year-old and 10-year-old single malt whiskies were awarded a Double Gold Medal and Gold Medal respectively, at the San Francisco World Spirits Competition. in addition, Balblair’s Highland 1975 and 1989 single malt Scotch whiskies both received a Gold Award each at the international Wine and Spirits Competition (iWSC) 2013. These achievements reflect the quality of our core products and attest to the growing success of our product premiumisation drive.

Chang beer in overseas marketsiBHL remained focused on growing Chang beer export sales and venturing into new overseas markets in 2013, driven by increased sales in ASeAN market. This was also attributable to marketing activities that resonated with target consumers.

Chang beer has once again received international recognition when it was bestowed a Gold Award at the 2013 Monde Selection Bruxelles, which recognises the quality of beer ingredients and production techniques. Coming on the back of three previous wins between 2008 and 2010, this most recent achievement reinforces Chang beer’s reputation as a product of world-class quality.

Thai spiritsDuring the year, iBHL sought to increase sales of Thai spirits in ASeAN market, and also expand Mekhong’s reach in the Asian, european, and US markets. Blend 285 saw strong sales volume growth over the previous year, particularly in the Asian market. Also, the launch of BlackMask Pacific Rum in the USA received satisfactory feedback from the market.

Yunnan Yulinquan productsSales of Yunnan Yulinquan products were affected by the Chinese government’s measures in 2013 to curb officials’ luxury spending, and prohibit the serving of spirits at official government banquets. Sales of Chinese wines were similar to that in 2012 despite more intense competition, especially within distribution channels.

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mAnAgement DiscussionAnD AnALysis

For the year 2013, the normal corporate income tax rate in Thailand was 20% which has been reduced from 23% and 30% for the year 2012 and 2011 respectively in an effort to promote the competitiveness on the global market.

Starting from 1 January 2013, the 300-baht daily minimum wage has been implemented in all other provinces of Thailand as same as Bangkok, Nonthaburi, Pathum Thani, Samut Prakarn, Samut Sakhon, Nakhon Pathom and Phuket which were already implemented since 1 April 2012. The minimum wages in other provinces went up between 10 to 35 percent.

The Ministry of Finance has changed the method for alcohol excise tax with effect from 4 September 2013 onwards. Previously, the alcohol excise tax was imposed by one of the two methods whichever was higher, an ad valorem rate or a specific rate. The ad valorem rate is based on value from a percentage of the ex-factory price. The specific rate is based on alcohol content from an amount in Baht on every one litre of pure alcohol of the product. Now, the alcohol excise tax will be based on both value and alcohol content. The changes have increased the excise tax rate for the Company products per below:

Beer, Prior : The higher of 100 Baht per litre of 100% alcohol

content or 60% of the ex-factory price.New : The higher of 155 Baht per litre of 100% alcohol

content or 8 Baht per litre plus 48% of the last wholesale price excluding value-added tax.

White spirits,Prior : The higher of 150 Baht per litre of 100% alcohol

content or 50% of the ex-factory price.New : The higher of 145 Baht per litre of 100% alcohol

content or 40 Baht per litre plus 4% of the last wholesale price excluding value-added tax.Other distilled liquor,Prior : Compounded spirits,the higher of 350 Baht per litre of

100% alcohol content or 50% of the ex-factory price.

performance for year ended 31 December 2013

Special/blended spirits,the higher of 400 Baht per litre of 100% alcohol content or 50% of the ex-factory price.

New : All other distilled liquor,the higher of 250 Baht per litre of 100% alcohol content or 50 Baht per litre plus 25% of the last wholesale price excluding value-added tax.

The previous change of alcohol excise tax which incurred since 22 August 2012 was for white spirits,compounded spirits and brandy only. For white spirits, the specific rate rose from Baht 120 to Baht 150 per litre of pure alcohol and was higher than the ad valorem rate which did not change. For compounded spirits, the specific rate rose from Baht 300 to Baht 350 per litre of pure alcohol and was higher than the ad valorem rate which did not change. For brandy, the ad valorem rate rose from 48% to 50% of ex-factory price and was higher than the specific rate which did not change.

in the third quarter of 2012, international Beverage Holdings Limited (iBHL), a direct subsidiary wholly owned by the Company, acquired about 29% ordinary shares of Fraser and Neave, Limited (F&N), a Singapore company currently listed on the Singapore exchange Securities Trading Limited. iBHL has transferred all shares of F&N to interbev investment Limited (iBiL), its wholly owned subsidiary, in the fourth quarter of 2012. The principal activities of F&N are: production and sales of soft drinks, dairy products, and beer; development of and investment in property; and printing and publishing which are carried out through subsidiary, joint venture and associated companies. The Company has recognized F&N operating results in the consolidated financial statements under the equity method by total instead of by business segments from the third quarter of 2012 onwards.

in July 2013, the Company recognized a capital reduction in cash from F&N for a net consideration of Baht 33,346 million. The proceeds were repaid to financial institutions for loans prior to maturity without penalty.

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in September 2013, the Company completed the fair value assessment of the identifiable net assets of F&N from the acquisition to comply with the accounting standards. The Company’s financial statements have been revised to present gain from purchase of investment, amounting to Baht 12,688 million, in the quarter ended 30 September 2012 when the acquisition was made. However, for financial statements as of and for the year ended 31 December 2012, there would be no impacts from this fair value assessment.

in March 2013, the Company has partially divested its shares in Oishi Group Public Company Limited (Oishi), a direct subsidiary majority owned by the Company and listed on the Stock exchange of Thailand, to increase free float but still retain control for a net consideration of Baht 2,564 million. The gain from this divestment was not recognized in profit for the period per consolidated financial statements but in equity instead to comply with accounting standards.

Group

The Company has included F&N operating results in the group since the third quarter ended 30 September 2012.

ThaiBev F&N

Total before gainfrom purchaseof investment

Gain frompurchase

of investment Total

12 months of 2013

Sales 155,771 - 155,771 - 155,771

Gross profit 43,738 - 43,738 - 43,738

eBiTDA 25,878 3,612 29,490 - 29,490

Net profit 17,357 1,645 19,002 - 19,002

12 months of 2012

Sales 161,044 - 161,044 - 161,044

Gross profit 45,422 - 45,422 - 45,422

eBiTDA (Loss) 27,775 (1,227) 26,548 12,688 39,236

Net profit (Loss) 18,065 (1,993) 16,072 12,688 28,760

% increase (decrease)

Sales (3.3) - (3.3) - (3.3)

Gross profit (3.7) - (3.7) - (3.7)

eBiTDA (6.8) 394.4 11.1 n/a (24.8)

Net profit (3.9) 182.5 18.2 n/a (33.9)

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For the year 2013, total sales revenue of the Company was Baht 155,771 million, a decrease of 3.3% or Baht 5,273 million, from Baht 161,044 million of last year, due to a decrease in the beer business of 4.2% and the non-alcoholic beverages business of 39.9% although there was an increase of sales revenue from the spirits business of 7.3% and the food business of 12.4%.

Gross profit was Baht 43,738 million, a decrease of Baht 1,684 million, or 3.7%, due to a decrease of gross profit in the spirits business of 0.6% and the non-alcoholic beverages business of 39.7% although there was an increase in the beer business of 23.2% and the food business of 17.3%.

earnings before interest, tax, depreciation and amortization (eBiTDA) was Baht 29,490 million, an increase of Baht 2,942 million from the eBiTDA excluding gain from purchase of investment related to fair value assessment of last year, or 11.1%, due to an increase of eBiTDA from F&N operating results, an increase in the beer business of 140.9% and the

food business of 30.5% although there was a decrease of eBiTDA in the spirits business of 0.5% and the non-alcoholic beverages business of 127.1%. eBiTDA decreased Baht 9,746 million from the eBiTDA including gain from purchase of investment of last year, or 24.8%. eBiTDA excluding F&N operating results was Baht 25,878 million, a decrease of Baht 1,897 million, or 6.8%.

Net profit was Baht 19,002 million, an increase of Baht 2,930 million from the net profit excluding gain from purchase of investment related to fair value assessment of last year, or 18.2%, due to an increase of net profit from F&N operating results, an increase of net profit in the spirits business of 3.2%, in the food business of 51.7% and a decrease of net loss in the beer business of 64.4% although there was a decrease of net profit in the non-alcoholic beverages business of 306.2%. Net profit was a decrease of Baht 9,758 million from the net profit including gain from purchase of investment of last year, or 33.9%. Net profit excluding F&N operating results was Baht 17,357 million, a decrease of Baht 708 million, or 3.9%.

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Unit: Million Baht

Year 2013 Spirits % to Sales Beer

% to Sales

Non- alcoholic

beverages % to Sales Food

% to Sales

Elimi-nate

% to Sales Total

% to Sales

Revenue from sales 99,916 100.0 32,935 100.0 17,018 100.0 5,976 100.0 (74) 100.0 155,771 100.0

Cost of sales 67,696 67.8 28,059 85.2 12,746 74.9 3,578 59.9 (46) 62.2 112,033 71.9

Gross profit 32,220 32.2 4,876 14.8 4,272 25.1 2,398 40.1 (28) 37.8 43,738 28.1

Selling expenses 3,389 3.4 3,799 11.5 4,804 28.2 653 10.9 (54) 73.0 12,591 8.1

Administrative expenses 5,137 5.1 1,758 5.3 1,744 10.2 1,553 26.0 (47) 63.5 10,145 6.5

Operating profit (loss) 23,694 23.7 (681) (2.1) (2,276) (13.4) 192 3.2 73 (98.6) 21,002 13.5

Other income/interest income 400 0.4 216 0.7 367 2.2 33 0.6 (73) 98.6 943 0.6

eBiT (loss) 24,094 24.1 (465) (1.4) (1,909) (11.2) 225 3.8 - - 21,945 14.1

Finance costs 152 0.2 47 0.1 147 0.9 6 0.1 - - 352 0.2

income tax 4,850 4.9 (65) (0.2) (592) (3.5) 43 0.7 - - 4,236 2.7

Net Profit (loss) exclude F&N 19,092 19.1 (447) (1.4) (1,464) (8.6) 176 2.9 - - 17,357 11.1

F&N results:Operating results 3,272 2.1

Net foreign exchange gain (loss) 340 0.2

Finance costs (1,967) (1.3)

Profit before gain from purchase of investment in associate 19,002 12.2

Gain from purchase of investment related to fair value assessment - -

Net Profit (loss) 19,002 12.2

Depreciation & Amortization 1,536 1.5 708 2.1 1,323 7.8 366 6.1 - - 3,933 2.5

eBiTDA (loss) exclude F&N 25,630 25.7 243 0.7 (586) (3.4) 591 9.9 - - 25,878 16.6

eBiTDA (loss) exclude gain from purchase of investment 29,490 18.9

eBiTDA (loss) 29,490 18.9

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Unit: Million Baht

Year 2012 Spirits % to Sales Beer

% to Sales

Non- alcoholic

beverages % to Sales Food

% to Sales

Elimi-nate

% to Sales Total

% to Sales

Revenue from sales 93,161 100.0 34,386 100.0 28,294 100.0 5,319 100.0 (116) 100.0 161,044 100.0

Cost of sales 60,747 65.2 30,429 88.5 21,215 75.0 3,274 61.6 (43) 37.1 115,622 71.8

Gross profit 32,414 34.8 3,957 11.5 7,079 25.0 2,045 38.4 (73) 62.9 45,422 28.2

Selling expenses 3,164 3.4 3,481 10.1 5,036 17.8 582 10.9 (31) 26.7 12,232 7.6

Administrative expenses 5,259 5.6 2,031 5.9 1,835 6.5 1,332 25.0 (102) 87.9 10,355 6.4

Operating profit (loss) 23,991 25.8 (1,555) (4.5) 208 0.7 131 2.5 60 (51.7) 22,835 14.2

Other income/interest income 285 0.3 163 0.5 594 2.1 29 0.5 (60) 51.7 1,011 0.6

eBiT (loss) 24,276 26.1 (1,392) (4.0) 802 2.8 160 3.0 - - 23,846 14.8

Finance costs 313 0.3 143 0.4 170 0.6 9 0.2 - - 635 0.4

income tax 5,468 5.9 (279) (0.8) (78) (0.3) 35 0.7 - - 5,146 3.2

Net Profit (loss) exclude F&N 18,495 19.9 (1,256) (3.7) 710 2.5 116 2.2 - - 18,065 11.2

F&N results:Operating results 749 0.5

Net foreign exchange gain (loss) (1,976) (1.2)

Finance costs (766) (0.5)


Gain from purchase of investment related to fair value assessment 12,688 7.9

Net Profit (loss) 28,760 17.9

Depreciation & Amortization 1,474 1.6 798 2.3 1,364 4.8 293 5.5 - - 3,929 2.4

eBiTDA (loss) exclude F&N 25,750 27.6 (594) (1.7) 2,166 7.7 453 8.5 - - 27,775 17.2


eBiTDA (loss) 39,236 24.4

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Unit: Million Baht

Increase (Decrease) Spirits % Beer %

Non- alcoholic

beverages % Food % Elimi-

nate % Total %

Revenue from sales 6,755 7.3 (1,451) (4.2) (11,276) (39.9) 657 12.4 42 36.2 (5,273) (3.3)

Cost of sales 6,949 11.4 (2,370) (7.8) (8,469) (39.9) 304 9.3 (3) (7.0) (3,589) (3.1)

Gross profit (194) (0.6) 919 23.2 (2,807) (39.7) 353 17.3 45 61.6 (1,684) (3.7)

Selling expenses 225 7.1 318 9.1 (232) (4.6) 71 12.2 (23) (74.2) 359 2.9

Administrative expenses (122) (2.3) (273) (13.4) (91) (5.0) 221 16.6 55 53.9 (210) (2.0)

Operating profit (loss) (297) (1.2) 874 56.2 (2,484) (1,194.2) 61 46.6 13 21.7 (1,833) (8.0)

Other income/interest income 115 40.4 53 32.5 (227) (38.2) 4 13.8 (13) (21.7) (68) (6.7)

eBiT (loss) (182) (0.7) 927 66.6 (2,711) (338.0) 65 40.6 - - (1,901) (8.0)

Finance costs (161) (51.4) (96) (67.1) (23) (13.5) (3) (33.3) - - (283) (44.6)

income tax (618) (11.3) 214 76.7 (514) (659.0) 8 22.9 - - (910) (17.7)

Net Profit (loss) exclude F&N 597 3.2 809 64.4 (2,174) (306.2) 60 51.7 - - (708) (3.9)

F&N results:Operating results 2,523 336.8

Net foreign exchange gain (loss) 2,316 117.2

Finance costs (1,201) (156.8)


Gain from purchase of investment related to fair value assessment (12,688) (100.0)

Net Profit (loss) (9,758) (33.9)

Depreciation & Amortization 62 4.2 (90) (11.3) (41) (3.0) 73 24.9 - - 4 0.1

eBiTDA (loss) exclude F&N (120) (0.5) 837 140.9 (2,752) (127.1) 138 30.5 - - (1,897) (6.8)


eBiTDA (loss) (9,746) (24.8)

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Spirits Business

For the year 2013, sales revenue was Baht 99,916 million, an increase of Baht 6,755 million, or 7.3%, mainly due to an increase of sales price and product mix. Total sales volume of spirits was 561.2 million litres, a decrease of 1.6%.

Gross profit was Baht 32,220 million, a decrease of Baht 194 million or 0.6%, mainly due to a product mix and a lower increasing sales price in the year 2013 compared to the year 2012.

earnings before interest, tax, depreciation and amortization (eBiTDA) was Baht 25,630 million, a decrease of Baht 120 million, or 0.5%, mainly due to a decrease in gross profit.

Net profit was Baht 19,092 million, an increase by Baht 597 million or 3.2%, mainly due to a decrease in income tax from the reduction of corporate income tax rate although there was a decrease in eBiTDA.

Beer Business

For the year 2013, sales revenue was Baht 32,935 million, a decrease by Baht 1,451 million, or 4.2%, mainly due to a decrease of sales volume. Total sales volume of beer was 585.2 million litres, a decrease of 9.0%.

Gross profit was Baht 4,876 million, an increase by Baht 919 million, or 23.2%, mainly due to an increase in net sales price and a decrease in material costs and depreciation.

earnings before interest, tax, depreciation and amortization (eBiTDA) was Baht 243 million, an increase by Baht 837 million, or 140.9%, mainly due to the increase in gross profit although there was an increase in advertising and promotion expenses and staff costs.

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Net loss was Baht 447 million, a decrease in loss of Baht 809 million, or 64.4%, mainly due to an increase in eBiTDA and a decrease in depreciation.

Non-Alcoholic Beverages Business

For the year 2013, sales revenue was Baht 17,018 million, a decrease by Baht 11,276 million or 39.9 %, mainly due to a decrease in sales from Sermsuk products. Sermsuk has launched its new, own brand products after terminated its long-standing, licensed brand products in November 2012. This year was a first full year for selling the new products. Sales volume of Sermsuk products which consist of carbonated soft drinks and other beverages was 878.5 million litres, a decrease of 32.3%. Sales volume of Oishi beverages, which consist of green tea, black tea, and other non-alcoholic beverages, was 278.6 million litres, an increase of 10.6%. Soda and drinking water of ThaiBev products generated sales volume of 26.2 million litres and 184.4 million litres respectively, a decrease of 15.9% and 7.2% respectively.

Gross profit was Baht 4,272 million, a decrease by Baht 2,807 million or 39.7%, mainly due to a decrease in sales. earnings before interest, tax, depreciation and amortization (eBiTDA) loss was Baht 586 million, a change from eBiTDA of Baht 2,752 million or 127.1%, mainly due to a decrease in gross profit and an increase in advertising and promotion expenses although there was a decrease in staff costs.

Net loss was Baht 1,464 million, a change from net profit by Baht 2,174 million or 306.2% mainly due to a decrease in eBiTDA.

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Food Business

Since the second quarter of 2012, the Company has expanded food business to Japanese snacks food market by introducing “ONORi” a Japanese style fried seaweed snacks. in order to build brand awareness,marketing activities were launched nationwide for this new snacks.

For the year 2013, sales revenue was Baht 5,976 million, an increase by Baht 657 million or 12.4%. Sales revenue excluding snack was Baht 5,924 million, an increase by Baht 664 million or 12.6%, mainly due to an increase in number of branches and sales prices.

Gross profit was Baht 2,398 million, an increase of Baht 353 million or 17.3%. Gross profit excluding snacks was Baht 2,417 million,an increase by Baht 330 million or 15.8%, mainly due to a higher sales although food costs increased in accordance with the variety of foods offering and an increase in material costs but this was under closely control.

earnings before interest, tax, depreciation and amortization (eBiTDA) was Baht 591 million,an increase of Baht 138 million or 30.5%. eBiTDA excluding snacks was Baht 617 million, an increase of Baht 32 million or 5.5%, mainly due to a higher gross profit although there was an increase in staff costs and rental costs.

Net profit was Baht 176 million, an increase by Baht 60 million, or 51.7%. Net profit excluding snacks was Baht 196 million, a decrease by Baht 22 million or 10.1%, mainly due to an increase in depreciation.

Financial Position

AssetsTotal assets as at the the end of December 2013 was Baht 183,329 million, a decrease by Baht 24,356 million, or 11.7%, compared with the end of 2012. Current assets increased by Baht 2,575 million, mainly due to an increase in accounts receivable and inventories. Non-current assets decreased by Baht 26,931 million, mainly due to a decrease in overseas investment in associates from a capital reduction.

LiabilitiesTotal liabilities as at the end of December 2013 was Baht 85,336 million, a decrease by Baht 37,378 million, or 30.5%, compared with the end of 2012. This was mainly due to a decrease in loans from financial institutions.

The maturity of interest-bearing loans was as follows.

Unit: Million BahtWithin Dec. 2014 12,357Within Dec. 2015 13,793During Jan. 2016 – Dec.2017 41,550Total 67,700

Shareholders’ EquityTotal equity as at the end of December 2013 was Baht 97,993 million, an increase of Baht 13,022 million, or 15.3% compared with the end of 2012. This was mainly due to an increase in net retained earning which comprised of profit for the period and gain from partially divestment of shares in a direct subsidiary (Oishi) but was deducted with dividend payment.

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Financial Ratios

Dec.31, 13 Dec.31, 12

Current Ratio (times) 1.90 1.54

Debt to equity Ratio (times) 0.87 1.44

interest Bearing Debt to equity Ratio (times) 0.69 1.23

Net interest Bearing Debt to eBiTDA 2.12 2.54

Book value per share (Baht) 3.75 3.24

Jan. - Dec.13 Jan. - Dec.12

Accounts Receivable Turnover (days) 9 8

inventory Turnover (days)

Spirits Business: finished goods (excl. legacy stocks) 55 58

Beer Business: finished goods 23 20

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Liquidity Cash and cash equivalents, as at December 31, 2013, was Baht 5,102 million. The net increase from the beginning of the period was Baht 557 million. Details of activities were as follows.

Unit: Million BahtNet cash from operating activities 18,087Net cash from investing activities 32,798Net cash used in financing activities (51,148)Decrease in cash and cash equivalents in period (263)Adjustment from financial statement translation 820Cash and cash equivalents at beginning of period 4,545Cash and cash equivalents at end of period 5,102

Net cash from operating activities of Baht 18,087 million was derived from net income of Baht 19,002 million plus non-cash items from depreciation and amortization of Baht 3,933 million

and deducted with sharing of profit from associates of Baht 3,434 million and working capital and others decreased of Baht 1,414 million.

Net cash from investing activities of Baht 32,798 million was derived from sales of investment in a direct subsidiary (Oishi) of Baht 2,564 million, proceeds from capital reduction of Baht 33,346 million and deducted with a purchase of property, plant and equipment and intangible assets of Baht 4,863 million and dividend received from associates and others of Baht 1,751 million.

Net cash used in financing activities of Baht 51,148 million was due to net decrease of bank overdrafts and loans from financial institutions of Baht 38,561 million and dividend payment and others of Baht 12,587 million.

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Shareholder Returns

DividendsThe current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50% of net profits after deduction of all specified reserve,subject to investments plan and as the Board of Directors deems appropriate.

For the financial year ended 31 December 2013, the Board of Directors has recommended total dividend of Baht 11,048.41 million.

Year 2013 Year 2012

Dividend for the year (Million Baht) 11,048.41 10,546.21

Number of shares issued (Million shares) 25,110 25,110

interim dividend per share (Baht) 0.14 0.14

Final dividend per share (Baht) 0.30 0.28

Total dividend per share (Baht) 0.44 0.42

Dividend payout ratio (%) 57.89 37.17

Dividend payout ratio exclude F&N operation (%) 63.77 59.15 Return on Equity

Return on Average equity (%) 20.77 38.82

Earnings Per Share

earnings per weighted average ordinary shares (Baht) 0.76 1.13

Weighted average number of ordinary shares for the year (million shares) 25,110 25,110

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Risk mAnAgementstRAtegies

Market Competition Risk

in 2013, the domestic market in Thailand faced stiff competition due to limited purchasing power of consumers who had been burdened with obligations incurred from the government tax incentives for first-time home and car buyers which were launched to drive growth in the business sector after the major floods. Consequently, the overall market has been sluggish, especially in the restaurant and entertainment complex segments. Large business operators had to adopt a variety of marketing strategies to compete in gaining market share, resulting in strong competition in almost every market segment, particularly the beverage business. in 2013, sales promotional campaigns had been launched throughout the year, not only in the peak season of summer. As for the alcohol beverage sector, the competition was very intense in the on-premise and entertainment complex channels since nighttime spending sharply decreased due to less purchasing power of consumers. Moreover, political conflict in the last quarter of the year worsened the situation of this segment. These factors resulted in stronger marketing competition in 2013 than the previous year.

The white spirit sector did not encounter a highly competitive environment when compared to other beverages since white spirits are almost entirely consumed at home by farmers, agriculturists, and laborers. These consumers have benefited from the crop pledging initiatives and the minimum wage increase to Baht 300 per day effective in every province nationwide. However, sales of white spirits were affected by the excise tax increase in the third quarter of the year. Such excise tax increase did not only raise prices of white spirits, but also partly resulted in tax evasion of minor operators. As a consequence, certain consumers switched to tax-evaded white spirits as prices are significantly lower than tax-paid spirits. This issue was the only main risk for the white spirits business.

Level of competition in the brown spirit market was varied by each product category. There were not any issue for brown spirits, which are mostly consumed at home, as the consumption

remained in the normal level. However, the brown spirits in the on-premise and entertainment complex channels would be affected by the aforementioned situations encountered by these segments.

The beer market faced stiff competition in 2013 due to the debt obligations and political situation as previously mentioned. Consequently, consumption in the night market significantly decreased. Since beer is an alcohol beverage which is mainly consumed in restaurants and entertainment complex, the competition in this market has been relatively high.

The non-alcohol market incurred the most intense competition due to various factors, including the economic crisis, as well as changes of the non-alcohol beverage business operators that drove the competition in this market to the highest level ever reached. A major soft drink operator, after terminating the agreement with a domestic producer and distributor, attempted to regain its market share through greater-than-normal investments in sales promotion. The new green tea player which separately founded its own business in competition with the original company invested heavily and continuously in sales promotional campaigns to grow its market share and ensure preparedness for the company’s listing on the stock exchange. These factors drove the competition in the non-alcohol market to a highly intense level. every operator had to heavily allocate resources to sales promotional activities for business and market share protection, resulting in adverse effects on this year’s profit. in conclusion, market competition in 2013 for the beverage business was highly intense compared to the previous year owing to lower purchasing power of consumers, political conflict, and rising operators in the market. Higher marketing costs amid increased competition affected the Company’s profit. The management is planning to mitigate these risks by elaborately conducting a market analysis to formulate marketing budget plans cautiously, such as focusing on boosting sales of alcohol beverages via off-premise channel to

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offset losses from lower sales of alcohol beverages in restaurants and entertainment complex as mentioned above, as well as utilizing only necessary marketing budget so as to safeguard the Company’s profit.

Risk on Regulations and Tax

in August 2013, the excise Tax Department imposed the increase of excise tax by changing the calculation from using the ex-factory price to the last wholesale price as a base, resulting in higher tax rate in all categories. Apart from the excise tax increase, the government also expanded the excise tax ceiling to a high level for purpose of the long-term tax management. This posed a risk to the alcohol beverage business as the excise Tax Department may adjust taxes as long as they are within the imposed ceiling. Nevertheless, since Thai Beverage Public Company Limited is a listed company on the stock exchange, we operate our business strictly in compliance with the law, and duly pay taxes to the government as stipulated. The Company can simply manage prices before and after the excise tax adjustment in order to balance between profitability and optimal sales and market share. The Company has thoroughly proved its ability to manage this issue efficiently attributable to the Company’s highly-experienced management team and countless experiences in such tax adjustment.

in respect of rules and regulations, the situation remains the same as the previous year with the law strictly and continuously enforced by the government. Nevertheless, as these regulations have been in effect for several years, all concerned operators have gained a sound understanding of the regulations and thereby being able to better manage their businesses under this legal framework. Despite the existence of tax and regulatory risks, ThaiBev executives are confident that these risks would be managed to the acceptable level.

Finance and Investment Risk

The Company’s business operations and expansion requires substantial capital investment which involves risks and several uncertainties. The business itself is capital-intensive. New product research and development, new factory construction, and maintenance and modifications of the existing factories call for continuous investments. Furthermore, the Company incurs expenses in constant surveillance on the latest developments in the domestic and overseas beverage markets.

Previous investments were funded by external borrowing and our internal cash flow. it is expected that future business expansion or modifications of breweries and distilleries of the Company will be funded by additional borrowing and internal cash flow. in this regard, the Company has taken steps to secure additional credit lines from financial institutions, including overdraft credit lines, promissory note credit lines, and issuance of bills of exchange. The Company currently commands financial liquidity of 4 times of the total average sales of one month. in addition, the Company expands its investments overseas, which have been supported by considerable amount of funds in foreign currencies. Therefore, the Company focuses on consideration of the source of funds, the currencies of the borrowings, as well as the interest and foreign exchange management. Such risk is constantly mitigated by the Office of Controller, which plays a significant role of planning for investments.

Risk on Supply of Major Production Materials

The risk on supply of major production materials consisted of the following 2 aspects.1) Risk on price: The risk applies to raw materials which have

high impact on costs, and/or those with price fluctuation namely malt, hops, molasses, cans, bottles, and fuel oil. ThaiBev mitigated the risk by entering into forward purchase contracts for the production year 2014 for most items and managed to ensure that the procurement budget was efficiently controlled.

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2. Risk on supply volume: Leading companies of the related businesses were selected based on the criteria that they had production capacity in correspondence with the demands of the Company. Additionally, the procurement policy states that procurement of each key raw material shall be supplied by at least 2 suppliers and major suppliers of key raw materials will be required to submit their

risk management plan to the procurement function.

Human resources preparation for stability and business growth

ThaiBev places importance on the continuity of human resources management and development, especially when the Company is fully stepping onto the international stage in the near future. Human resources development is therefore one of the Company’s main strategy to support our sustainable business growth while ensuring that the Company’s business will be advanced without any obstacles amid a variety of dynamic business challenges.

in the past year, the Company has designated successors to executives in significant positions who are nearing the retirement age in order to enable the transfer of knowledge and valuable experience, as well as create a new generation of employees in replacement of those who will retire in the near future. The Company supports and promotes job rotations for employees at all levels, especially for a high talent group. This will create opportunities, learning process, and organizational experiences for preparation of employees for executive level roles through the Competency Assessment and the Human Job Analysis. However, the Company also needs to seek high potential employees from outside the organization for key executive positions indispensable for business operations that may not be internally resourced. This initiative is carried out in order to bring in new knowledge and experiences from other leading organizations as well as various ideas for organizational development.

ThaiBev has reinforced our corporate culture through the cultivation of ThaiBev Core Values in a concrete manner in order to unite all personnel and foster employee relationship as well as employee engagement with the organization. We believe that this initiative will contribute to employee retention and workforce commitment that will further strengthen the organization in the long term.

For the past year, ThaiBev has implemented activities to develop our people systematically and increasingly align with our business strategy. individual development plan and succession plan were properly implemented along with clearly determining key performance indicators for these plans, resulting in the effectiveness and efficiency of our workforce planning.

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Embed “Corporate Culture and Core Values” Contributing to Sustainable Development of the Organization in All Aspects

Recognizing the importance of strengthening corporate culture which will be the crucial foundation for the business growth and progress, the Corporate Culture Committee announced the campaign of “2013 Year of Greater Efficiency”, whereby the concept is to continue and extend the success of the year 2012 on which all employees of ThaiBev and its subsidiary companies have put an emphasis, and cooperatively initiated and developed work procedures to bring about efficiency and effectiveness in the following 5 aspects: Faster Speed, Better Result, Cost Saving, Clarity in all respects, and Consistency of the outcomes, so as to achieve operational success in a sustainable manner.

This year projects and activities have been held with the aim to promote the understanding as well as the participation of employees in assisting with preserving the said corporate Core Values. Several activities have been continuously organized throughout the year as described below.

• ThaiBevCoreValuesDay 2013The activities have been held to enhance knowledge, understanding, and awareness of the importance of corporate Core Values based on the concept of “The Year of Greater Efficiency”, in the form of mobile exhibitions, creative talks which provide employees with learning and practice opportunities, as well as include a variety of recreational activities. These activities gained positive feedbacks from all 10 facilities nationwide. The aforementioned activities will be continued in the following years in the other remaining facilities. We believe that such activities will encourage all employees to have knowledge and understanding in the same direction, resulting in effective coordination among all functions in the organization.

• TheGreater Efficiency Contest 2013This is the project involving work initiative contest to promote work efficiency which has been held for 2 consecutive years. The project gained interest from a great number of employees from various business units, and various work initiatives were submitted to be considered for the prize. The key objective is to propose ideas and to adopt team working as a way of seeking, developing, and changing work procedures, which will lead to efficiency and effectiveness in the business units and the organization. The initiatives were selected at the level of the business unit (BU) prior to being proposed to the Central Committee in the semi-final round so as to explore 10 outstanding teams from both production unit and non-production unit, of which work initiatives correspond with the concept of “Year of Greater Efficiency”, to be qualified for the final round. The winning team is to be awarded with the chance to have a field trip to Japan. The participating innovative ideas are all good examples for all business units, and could be further applied to work procedures of business units across the organization as well.

• ThaiBevCoreValuesAward2013This is another project which was initiated to support, promote, and recognize employees or teams, of which work behaviors align with 7 aspects and 9 meanings of ThaiBev Core Values so remarkably that they are recognized by their colleagues. As a result, these employees and teams would further become good role models of behaviors in alignment with corporate Core Values. in this regard, this project has been held for 3 successive years.

ThaiBev realizes the importance of building and maintaining strong corporate culture, similar to a large tree with a deep primary root, which is the essential foundation of the development for the stable organization. We strongly believe that if all employees share the same understanding, behave in the same direction, provide supports, and cooperate with one another to the best of their ability, regardless of obstacles or

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challenges, with the determined mindset and togetherness, ThaiBev will be able to overcome those obstacles and challenges, and eventually achieve success in the same way as the success which has been along with ThaiBev growth from past to present.

Explicit and Continuous Human Resource Development Roadmap in Combination with the Development for the Future

in order to enable the organization to be competitive at the international level, the Company gives priority to human resource management. The Supervisory Development Program (SDP) which commenced since 2012 remains active for high potential employees, developing specific skills and knowledge of our employees in response to the context of the Nation entering the ASeAN economic Community (AeC) in 2015.

Furthermore, the projects to develop internal trainers and knowledge management of ThaiBev remain our key operations which have been continuously carried out with the aim to create sustainable achievement.

To increase the capability of employees and to grant them the career advancement opportunity, the internal Trainer Development Project has been carried out consistently. in addition to the trainer development for the core program on a yearly basis, the trainer development for the productivity program and the computer program, i.e., Microsoft excel, have also been initiated over the past year. The development ranges from the process of standardizing the curriculum, training the trainers, and certifying knowledge by outside institutions for accreditation of qualities of the participating trainers. in this regard, there are more than 120 trainers who achieved the accreditation.

The Knowledge Management Project of ThaiBev Group has been carried out constantly, with the primary aim to move towards the learning organization in which employees can utilize their

existing knowledge to be extended or create new knowledge in the organization, leading to significant innovations. The Knowledge Management Project will facilitate the dynamic learning within the organization, with an emphasis on overall employees’ participation Finally, the next challenge of the organization is how to enable the new generation of employees to achieve business succession in a sustainable manner. The Company, therefore, has initiated the Succession Management Project in some core business units, starting from selecting employees and assessing their competency as well as readiness, formulating the individual Development Plan, and significantly, providing employees and their immediate supervisors, as well as executives in each business unit with the opportunity to cooperate in closely analyzing, planning, and monitoring the development plan for each employee. On the capacity of the organization, the effective way to drive all employees to be High Performer requires formulating diverse strategic plans, but in alignment with individual’s preference and readiness. All of the abovementioned projects are considered the significant mission of ThaiBev in building competitive advantages for our group of companies in the upcoming 2014.

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cReDit RAtingAnnouncement

on 28 may 2013 following the annual review, tRis Rating co., Ltd. (“TRIS”) announced the company rating of thai Beverage public company Limited (“ThaiBev”) at “AA-” with “Stable” outlook.

to gain an international credit rating in order to establish company’s overseas credit flexibility in the financial markets, the company engaged moody’s investor service, inc. (“Moody’s”), well-recognized globally in their field. moody’s announced thaiBev’s rating at “Baa3” with “Stable” outlook (from global credit Research by moody’s dated 28 february 2014).

Note: Thailand Credit rating by TRiS is “AAA” and “Baa1” by Moody’s.1. Due to the changes in Standard and Poor’s Financial Services LLC’s (“S&P”) corporate ratings methodology (including group ratings methodology), ThaiBev has withdrawn the rating with S&P since 3 December 2013.2. The rating, if assigned, will be subjected to revision or withdrawal by each of the Rating Companies, TRiS or Moody’s when there has been material change to the rating and/or annual review and/or review on opinion of each of the Rating Companies.

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A. Board Matters

Principle 1: The Board’s Conduct of AffairsOur Board of Directors (“Board”) oversees the Company’s business and affairs in accordance with the resolutions of shareholders, the applicable laws and the Listing Manual. The Board must exercise good business judgment and act in good faith in the best interests of the Company.

The Board is responsible for the overall business leadership, strategic direction, performance objectives and long-term success of the ThaiBev group of companies, both domestic and overseas (“ThaiBev Group of Companies”). it also seeks to align the interests of the Board and Management with that of shareholders, and balance the interests of all stakeholders.

in 2013, the Board met 4 times, and the following table shows the details of the attendance of each director at these meetings:

At ThaiBev, we adhere to good corporate governance principles, and we conduct our business in compliance with all applicable laws, rules, and regulations, including the SGX Listing Manual (“Listing Manual”), and the principles and guidelines of the Code of Corporate Governance 2012 (“CG Code 2012”). The CG Code 2012 is applicable to ThaiBev in respect of its annual report for the financial year commencing January 1, 2013, and ThaiBev has sought to comply with the CG Code 2012 to the extent possible.

ThaiBev, which is a Thai company listed on the Main Board of Singapore exchange Securities Trading Limited (“SGX”), has received the Corporate Governance Asia Recognition Awards for three consecutive years in 2010, 2011, and 2012, Asia’s icon on Corporate Governance Award from Corporate Governance Asia Magazine, and the Runner-Up in the Foreign Listings Category of the Most Transparent Company Award from Securities investors Association (Singapore) (SiAS) in 2010, 2011, and 2013.

Name Position(s)Number of Attendances /

Total Number of Meetings

1. Mr. Charoen Sirivadhanabhakdi Chairman 3/42. Khunying Wanna Sirivadhanabhakdi Vice Chairman 3/43. Mr. Narong Srisa-an Vice Chairman 4/44. Mr. Komen Tantiwiwatthanaphan Vice Chairman 4/45. Mr. Puchchong Chandhanakij Director 4/46. Ms. Kanoknart Rangsithienchai Director 4/47. Mr. Prasit Kovilaikool independent Director and Audit Committee Chairman 3/48. Prof. Kanung Luchai independent Director and Audit Committee Member 4/49. Mr. Manu Leopairote independent Director and Audit Committee Member 4/410. Mr. Ng Tat Pun independent Director and Audit Committee Member 4/411. Mr. Michael Lau Hwai Keong independent Director 4/412. Prof. Pornchai Matangkasombut independent Director 4/413. Dr. Sakthip Krairiksh independent Director 4/4

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Name Position(s)Number of Attendances /

Total Number of Meetings

14. Gen. Dr. Choo-Chat Kambhu Na Ayudhya independent Director 3/415. Mr. Vivat Tejapaibul Director 4/416. Mr. Panote Sirivadhanabhakdi Director 4/417. Mr. Thapana Sirivadhanabhakdi President and CeO 3/418. Mr. Sawat Sopa (1) Director and executive Vice President 1/419. Mr. Ueychai Tantha-Obhas Director and executive Vice President 4/420. Mr. Sithichai Chaikriangkrai Director and executive Vice President 4/421. Dr. Pisanu Vichiensanth Director and Senior Vice President 4/4

Remarks: (1) Mr. Sawat Sopa ceased to be a Director and executive Vice President on June 4, 2013 due to his passing away.

Matters Requiring Board ApprovalOur Board recognizes its utmost duty to administer the Company’s business and oversee the Company’s operations in the best interests of the Company. This includes the administration of the subsidiary companies to be in line with the Company’s core business plans to ensure due compliance with the shareholders’ resolutions, in good faith and due compliance with the law, the Company’s business objectives and Articles of Association (“AOA”). in addition, our Board ensures that the Company and its subsidiary companies comply with the Listing Manual. Our Board is also responsible for the determination of visions and business strategies of the Company, the oversight of Management’s performance of their duties according to the Company’s policies, and the reporting of the financial statements and general information to shareholders and investors with accuracy and sufficiency.

According to the Thai Law, the Board is required to meet in person and not less than four times in each year. in 2013, a total of 4 Board meetings were held in order to consider matters proposed by Management.

TrainingAll Directors have undergone and passed the Director Accreditation Program (DAP) of the Thai institute of Directors. Certain Directors have also received accreditation under the Director Certification Program (DCP) of the same institution. We also provide training and information updates to the Directors to encourage and support their understanding of Singapore Law which is applicable to our Company and the Listing Manual. All Directors have received a clear explanation of their roles and responsibilities at the time of their proposed appointment to the Board.

The Board and Management of the Company are provided with continuing briefings and updates in areas such as directors’ duties and responsibilities, corporate governance, and other relevant issues, so as to enable them to properly discharge their duties as Directors and Management. in 2013, our Compliance Advisor was invited to brief and update the Board on the CG Code 2012, the Listing Manual and relevant aspects of Singapore Law, as well as to address any questions the directors had. A similar training session was also provided to the executives and management of the Company and its subsidiaries.

Delegation of Authority on Certain Board MattersVarious Board committees, including the Audit Committee (“AC”), Nomination Committee (“NC”), Remuneration Committee (“RC”), and Risk Management Committee (“RMC”), have been constituted to assist the Board in the discharge of its specific responsibilities, and effectively discharge its oversight duties and functions. The Board has also established financial authorisation and approval limits for operating and capital expenditure, and the procurement of goods and services, and in order to optimise operational efficiency, has clearly delegated authority to the relevant Board Committees (including the Management Committee) to review and approve transactions which fall within the said limits. in addition to matters that specifically require the Board’s approval, the Board is also responsible for the review and approval of annual budgets, financial plans, financial statements, business strategies and material transactions, such as major acquisitions, divestments, funding and investment proposals, and will also be responsible for reviewing and approving transactions exceeding certain threshold limits.

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To address and manage possible conflicts of interest that may arise in relation to Directors’ interests, Directors are required to abstain from voting on any matter in which they are so interested or conflicted.

Audit Committee The Board established the Audit Committee (AC). The AC comprises 4 independent directors, namely: Mr. Prasit Kovilaikool, Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun. Mr. Prasit Kovilaikool is the Chairman of the AC and Mr. Somsak Sae-Kuay, Vice President of the Office of internal Audit, is the Secretary to the AC.

The AC is not authorized by the Board to make decisions on the business operation of the Company, subsidiaries, affiliates or juristic persons which may have conflicts of interest. Mr. Ng Tat Pun was appointed by the Board to be the leader of the AC with respect to the interested person transactions undertaken by the ThaiBev Group of Companies.

The AC is primarily responsible for reviewing the financial reporting process of the Company, the internal control system and the internal audit system, compliance with laws relating to the business of the Company, connected transactions, interested person transactions or transactions which may give rise to conflicts of interest, and considering and selecting the Company’s auditors, etc. The AC meets at least once in each quarter (or more as circumstances require). Please refer to the Audit Committee Report regarding performance of the duties and responsibilities by the AC in 2013.

Nomination Committee The Board established the Nomination Committee (NC). The NC consists of Mr. Prasit Kovilaikool, Mr. Manu Leopairote, and Khunying Wanna Sirivadhanabhakdi. The Chairman of the NC is Mr. Prasit Kovilaikool. Mr. Thidi Suwanarat is the Secretary to the Nomination Committee. in this regard, the majority of NC members including the NC Chairman are independent directors.

The NC is primarily responsible for the selection of suitable persons to be appointed as director and/or President and CeO, and setting the procedures and the guidelines for such selection, including reviewing nominations for re-appointment of director, and assisting the Board in the determination of independence of directors. For further details, please refer to Principle 2: Board Composition and Guidance of this report.

Remuneration Committee The Board established the Remuneration Committee (RC). The RC consists of 3 independent directors, namely: Mr. Prasit Kovilaikool, Prof. Kanung Luchai, and Mr. Manu Leopairote. The Chairman of the RC is Mr. Prasit Kovilaikool. Mr. Thidi Suwanarat is the Secretary to the Remuneration Committee.

The Remuneration Committee is primarily responsible for setting the policies and the guidelines in the determination of remunerations of any kind including to consider and review the remuneration of the Directors and key executives, for recommending to the Board a framework and criteria of remuneration for the directors and key executives, and for recommending specific remuneration packages for each director and key executive and to perform any other act as delegated by the Board. For further details, please refer to Principle 9: Disclosure of Remuneration of this report.

Risk Management Committee The Board established the Risk Management Committee (RMC), which comprises Directors and top executives. The RMC Chairman is Mr. Narong Srisa-an. Mr. Somsak Sae-Kuay, Vice President of the Office of internal Audit, is the Secretary to the RMC. Any executive who is appointed as a Senior Vice President is automatically appointed as an RMC member. The composition of the RMC evolves during the year due to the changing appointments and responsibilities of the top executives during the year. As at December 31, 2013, the RMC consists of 15 members, namely:

• the following Directors: Mr. Narong Srisa-an, Mr. Puchchong Chandhanakij, Ms. Kanoknart Rangsithienchai, Mr. Thapana Sirivadhanabhakdi, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, and Dr. Pisanu Vichiensanth; and

• the following executives: Mr. Jean Lebreton, Mr. Vichate Tantiwanich, Mr. Marut Buranasetkul, Mr. Prapakon Thongtheppairot, Ms. Vaewmanee Soponpinij, Mr. Kosit Suksingha, Mr. Mahin Kraivixien, and Mr. Pramote Hassamontr.

The RMC is responsible for the consideration and approval of risk management policies and frameworks of ThaiBev and its subsidiaries, consideration and analysis of both internal and external risks which are related to or have influence on business operations, determination of the acceptable level of risks for the Company and its subsidiaries, determination and review of

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criteria of risk management, consideration of practicality of the emergency plans of various offices, approval of risk management plan, supervision and monitoring of the efficiency and effectiveness of risk management, and preparation of risk management report, warning system and preventive measures for operational risks to the Board.

Executive CommitteeThe Board appointed an executive Committee, which comprises Directors and top executives. As at January 1, 2014, the executive Committee had 17 members. To enhance Company business operation, the Board granted them the authority to perform their duties. in this regard, some of the executive Committee members are assigned to oversee business units under the supervision of the President and CeO. The executive Committee may appoint other sub-committees to support the executive Committee and the Board in order to ensure the good corporate governance of the Company.

The executive Committee’s responsibilities are as follows:

• Prepare and propose business plans, targets, operational plans, business strategies and annual budgets of the Company and its subsidiary companies to the Board;

• Determine and propose business plans, budgets and management roles and responsibilities of the Company and its subsidiary companies to the Board for approval;

• Monitor the operations of the Company and its subsidiary companies to be in line with business policy, targets, operational plans, business strategies, budgets and management roles and responsibilities as approved by the Board for the efficiency of and to facilitate business conditions;

• Authorized to approve payments for investments or operations, borrowing or requesting for any facility from a financial institution, lending, including being a guarantor with respect to the normal business of the Company and its subsidiary companies as stipulated by the Board;

• Authorized to approve the annual budget for annual increase or adjustment of salary and bonus payment for employees of the Company and its subsidiary companies;

• Authorized to approve payments as determined by Board;

• Propose the efficient organization and management structure of the Company and its subsidiary companies to the Board;

• Recruit, employ, terminate employment, promote, impose disciplinary penalty, transfer, adjust salary level,

increase salary, adjust salary rate, and determine bonus, welfare and other benefits as well as consider all other remunerations for all levels of employees of the Company. The executive Committee also has the authority to appoint the President and CeO or any appointee of the Company to be the authorized representative of the Company to sign related employment contracts within the budget approved by

the Board;

• Approve the appointment of the Company’s representatives to the board of directors and/or the sub-committee of its subsidiary companies in order to supervise all administrative matters as approved by the Company for the efficiency and best interest;

• Supervise and approve matters relating to the operation of the Company. it may appoint or authorize any one or more persons to engage in any act on behalf of the executive Committee as it deems appropriate such as appointment of the sub-committee to consider salary increase and bonus of executive level employees ranking from Vice President to executive Vice President, appointment of any of the

sub-committees that have particular knowledge and expertise to manage and monitor before proposing to the executive Committee, provided that the executive Committee is entitled to repeal, change or modify the scope of the authorization; and

• Perform any other act as delegated by the Board.

However, the abovementioned approval does not grant power to the executive Committee or the relevant authorized representative to approve any transaction in which the executive Committee or said authorized representative, or any related person has an interest or may have any conflict of interest with the Company or its subsidiary companies (as defined in the Notification of the Securities and exchange Commission). Any such matter must be proposed to the meeting

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of the Board and/or the meeting of shareholders, as the case may be, for approval, as stipulated in the AOA of the Company or its subsidiary companies, or any applicable laws.

The Board also appoints certain executive Committee members to hold directorships in both its domestic and overseas subsidiary companies and/or business units, to monitor and control the business administration at maximum efficiency

according to the Company’s policy and for the best interest of the Company.

The executive Committee meets normally once a month to discuss the Company’s business administration, and more often if circumstances require. in 2013, the executive Committee met 13 times, and the following table shows the details regarding the attendance to the meeting of each member:

Names PositionsNumber of Attendances /

Total of Meetings

1. Mr. Charoen Sirivadhanabhakdi Chairman of executive Committee 13/132. Khunying Wanna Sirivadhanabhakdi 1st executive Vice Chairman 10/133. Mr. Narong Srisa-an 2nd executive Vice Chairman 13/134. Mr. Komen Tantiwiwatthanaphan 3rd executive Vice Chairman 12/135. Mr. Puchchong Chandhanakij 4th executive Vice Chairman 12/136. Ms. Kanoknart Rangsithienchai 5th executive Vice Chairman 12/137. Mr. Thapana Sirivadhanabhakdi President and CeO 11/138. Mr. Sawat Sopa (1) Director and executive Vice President 3/139. Mr. Ueychai Tantha-Obhas Director and executive Vice President 12/1310. Mr. Sithichai Chaikriangkrai Director and executive Vice President 13/1311. Dr. Pisanu Vichiensanth Director and Senior Vice President 12/1312. Mr. Prapakon Thongtheppairot Senior Vice President 11/1313. Mr. Marut Buranasetkul Senior Vice President 12/1314. Mr. Jean Lebreton Senior Vice President 13/1315. Mr. Kosit Suksingha (2) Senior Vice President 2/1316. Mr. Vichate Tantiwanich Senior Vice President 9/1317. Ms. Vaewmanee Soponpinij (3) Senior Vice President 7/1318. Mr. Vichai Chaiyavaranurak (4) Senior Vice President 12/1319. Mr. Karn Chitaravimol (5) Senior Vice President 6/1320. Mr. Matthew Kichodhan (6) Senior Vice President 6/13

Remarks : (1) Mr. Sawat Sopa ceased to be a Director and executive Vice President on June 4, 2013 due to his passing away. (2) Mr. Kosit Suksingha was appointed as Senior Vice President on November 1, 2013 by the executive Committee Meeting No. 11/2013 dated

November 8, 2013. He was also appointed as a member of the executive Committee by the Board of Directors’ Meeting No. 4/2013, which was held on November 14, 2013.

(3) Ms. Vaewmanee Soponpinij was appointed as Senior Vice President on March 29, 2013 by the executive Committee Meeting No. 3/2013 dated March 29, 2013. She was also appointed as a member of the executive Committee by the Board of Directors’ Meeting No. 2/2013, which was held on May 14, 2013.

(4) Mr. Vichai Chaiyavaranurak ceased from being a member of the executive Committee and Senior Vice President and was appointed as Advisor to the President and CeO on January 1, 2014.

(5) Mr. Karn Chitaravimol ceased from being the member of the executive Committee and Senior Vice President on July 1, 2013, since he was appointed as Managing Director of F&N Dairies (Thailand) Limited, a subsidiary of Fraser and Neave Holdings Bhd. group.

(6) Mr. Matthew Kichodhan ceased from being a member of the executive Committee and Senior Vice President on August 1, 2013 due to his

resignation.

Ms. Vaewmanee Soponpinij is the Secretary to the executive Committee and Ms. Nantika Ninvoraskul is the Assistant Secretary to the executive Committee.

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Management CommitteeThe Board established the Management Committee (MC) and authorized the President and CeO to be in charge of all MC activities. The MC was formed in January 2008 and consists of the top executives of business and support units. The composition of the MC evolves during the year due to the changing appointments and responsibilities of the top executives during the year.

As at December 31, 2013, the MC consists of 10 members namely, Mr. Thapana Sirivadhanabhakdi, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Prapakon Thongtheppairot, Mr. Marut Buranasetkul, Mr. Jean Lebreton, Mr. Kosit Suksingha, Mr. Vichate Tantiwanich, and Ms. Vaewmanee Soponpinij. The Chairman of the MC is Mr. Thapana Sirivadhanabhakdi, the President and CeO. executives from various business units are also invited to join the MC meeting as circumstances require. Ms. Nantika Ninvoraskul is the Secretary to the Management Committee.

Investment CommitteeThe Company is particularly cautious when considering investments for business expansion. in this regard, the executive Committee established the investment Committee (iC) which consists of 7 members from various units. Mr. Narong Srisa-an is the Chairman of the iC and Mr. Thapana Sirivadhanabhakdi is the Vice Chairman of the iC. Ms. Nantika Ninvoraskul is the Secretary to the investment Committee. The iC is responsible for the consideration of and advises the executive Committee on the acquisition/disposal of businesses, assets, including any merger of businesses, of the ThaiBev Group of Companies.

Principle 2: Board Composition and Guidance

Board of DirectorsAs at December 31, 2013, our Board consists of 20 directors, including 8 independent directors representing more than one-third of the total number of the Board members. All directors have long-term experience in business or attained honorary position.

The size and composition of the Board are reviewed from time to time by the NC, which seeks to ensure that the size of the

Board is conducive to effective discussion and decision making, and that the Board has an appropriate number of independent directors. The NC also seeks to maintain diversity of expertise, skills, and attributes among the Directors, including relevant core competencies in areas such as accounting and finance, business and management, industry knowledge, strategic planning, and regional business expertise, as well as taking into account broader diversity considerations, such as gender, age, nationality, in making appointments. When a Board position becomes vacant or additional Directors are required, the NC will select and recommend candidates on the basis of their skills, experience, knowledge and diversity. Any potential conflicts of interest are also taken into consideration.

Independent Director All directors exercise due diligence and independent judgement and make decisions objectively in the best interests of the Company. The qualifications of the independent director and the determination of the NC adhere to the requirements of the CG Code 2012. An independent director under the CG Code 2012 is one who has no relationships with the Company, its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement with a view to the best interests of the Company, and such director should be independent both in character and judgement.

in addition, the Board notes Guideline 2.4 of CG Code 2012 which recommends that the independence of any director who has served on the Board beyond nine years, from the date of first appointment, be subject to particularly rigorous review.

in this regard, Prof. Kanung Luchai and Mr. Manu Leopairote have each served as an independent Director beyond nine years, and Dr. Sakthip Krairiksh will reach the nine-year mark in July 2014. Notwithstanding their tenures, the Board is of the opinion that each of the said independent Directors should continue to serve as independent Directors of the Company as the Board and NC have considered and found each of them to have actively expressed his independent opinions with regard to the Company’s business operations and the recommendations of Management, and to continue to be able to discharge his duty with independent business judgement with regard to the best interests of the Company, and

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recognise their qualifications to be beneficial for the Board as a whole, and for each of the Board Committees they serve on. Principle 3: Chairman and CEO

Our Chairman encourages constructive relations among the Board, executive Committee and Management. The Chairman approves the agenda to be considered at the Board meetings and the executive Committee meetings (as he is the Chairman of the executive Committee). The President and CeO supervises the disclosure of adequate and appropriate information to Management and to the Board for further consideration and actions at the appropriate time.

The Chairman and the President and CeO are responsible for their roles in the overseeing the business operation and administration in accordance with the policy of the Board and structure of the organization of the Company.

Mr. Charoen Sirivadhanabhakdi is the Chairman of our Company and the father of Mr. Thapana Sirivadhanabhakdi who is the President and CeO of the Company. in this regard, the Board appointed Mr. Prasit Kovilaikool as the Lead independent Director. The Lead independent Director acts as the principal liaison between the independent Directors and the Chairman on sensitive issues, and also addresses shareholder concerns which could not have been resolved through the normal channels of the Chairman or President and CeO, or for which such contact is inappropriate.

Principle 4: Board Membership

in order to ensure a transparent process for the appointment and re-appointment of the directors to the Board, the NC establishes and reviews the profile required of Board members and makes recommendations to the Board on the appointment, re-appointment and retirement of Directors. The NC also reviews all nominations for appointment of President and CeO, executive Vice President, and Senior Vice President (executives), and submits its recommendations for approval by the Board. The NC takes into account an appropriate mix of core competencies for the Board and executives to fulfil its roles and responsibilities.

Directors must ensure that they are able to give sufficient time and attention to the affairs of ThaiBev and, as part of its review process, the NC decides whether or not a Director is able to do so and whether he/she has been adequately carrying out his/her duties as a Director of ThaiBev. Currently, the Company has not yet determined the maximum number of listed company board representations which a director may hold.

A Director must retire from office as per the provision of the AOA of ThaiBev. The following is a summary of the composition, appointment, removal or retirement from our Board of Directors set forth in the AOA of the Company:

1. The Board of Directors of the Company shall consist of at least five persons. Not less than one-half of the total

number of directors shall reside within the Kingdom of Thailand. The directors of the Company shall have the qualifications as prescribed by the laws on public limited companies and securities and exchange.

2. The directors shall be elected by majority votes at the shareholders’ meeting in accordance with the criteria and procedures as follows:

(1) each shareholder shall have one vote for one share. (2) A shareholder who wishes to exercise the right of

election may use all the votes he/she has under (1) to elect on or several persons as director or directors;

however, he or she may not split unequally between any persons in any number.

(3) The persons who receive the most votes shall be elected as directors, in the number of directors required or to be elected on the relevant occasion.

in the event that votes of two or more nominees are equal in number, causing the number of directors required or to be elected on such relevant occasion to be exceeded, the chairman of the meeting shall have

a casting vote.

3. At every annual ordinary shareholders’ meeting, one-third of the directors, or, if the number of directors is not a multiple of three, then the number nearest to one-third shall retire from office.

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The directors to retire during the first and second years following the registration of the Company shall be drawn by lots. in subsequent years, the directors who have remained in office for the longest time shall retire. A retiring director may be eligible for re-election.

4. Any director wishing to resign from office shall submit his/her resignation letter to the Company. Such resignation

shall become effective on the date of receipt of the said letter of the Company.

5. The shareholders’ meeting may pass a resolution to remove any director from office prior to rotation, by a vote of not less than three-fourth of the number of the shareholders attending the meeting and having the right

to vote, whose shares represent a total of not less than one half of the number of shares held by the shareholders attending the meeting and having the right to vote.

in performing their roles, our NC adheres to the laws applicable to our Company and the Listing Manual. The NC also adopted a charter and proposed it to the Board for approval.

Principle 5: Board Performance

in conducting the business of the Company, the Board performs its duties in good faith and due care according to the laws, shareholders’ resolutions and to preserve the interests of the Company. Our Board will do the self-assessment of its performances and responsibilities.

each year, the NC undertakes a process to access the effectiveness of the Board. They include Directors’ attendance, participation and contribution during Board meetings. Due consideration is also given to the factors set out in the Guidelines to Principle 5 of the CG Code 2012.

Principle 6: Access to Information

We are committed to providing our Board members with adequate, complete, continuous and timely information before the Board meetings and an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities.

The Board members have separate and independent access to the Company Secretary. The Company Secretary, in consultation and cooperation with the Office of Legal Affairs, is responsible for advising the Board on private and public limited company laws including securities laws and relevant regulatory matters. in this respect, we set up a Compliance Unit, having a Compliance Manager responsible for this Unit under supervision of the Office of Corporate Secretariat and also supports the Company Secretary. This is to ensure compliance with the legal and regulatory requirements. The Board approves the appointment and the removal of the Company Secretary. in 2013, the Company Secretary attended all Board meetings and 12 of 13 executive Committee meetings.

The Office of Corporate Secretariat plans a year in advance, a calendar of activities for the Board. Board papers, financial statements including management reports, agenda items and related materials, background or explanatory information relating to be brought are also dispatched beforehand on a timely basis to Directors, so that Directors have sufficient lead-time to peruse, review and consider the items tabled, and in order for discussions at Board and Board Committee meetings to be even more meaningful and productive. Senior Management is requested to attend meetings of the Board and the Board Committees in order to provide input and insight into matters being discussed, and to respond to any queries that the Directors may have.

Where it is necessary for the efficacious discharge of their duties, the Directors and Board Committees, either individually or as a group, may seek and obtain independent professional advice at the Company’s expense.

B. Remuneration Matters

Principle 7: Procedure for Developing Remuneration Policies

The main responsibility of the RC is to assist the Board in establishing a formal and transparent process for developing policies on executive remuneration and development. The RC will also review the terms of compensation and employment for executive directors and key management personnel (such as the President and CeO, and top executives) at the time of their respective employment or renewal (where applicable) including

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considering the Company’s obligations in the event of termination of services.

The RC is authorized by the Board to determine the remuneration of directors and/or executives in consultation with the Chairman to propose for the approval of the shareholders’ meetings. The RC has reviewed and recommended to the Board the remuneration for each director and for the top executives and the recommendations of the RC are submitted for endorsement by the entire Board. All aspects of remuneration are considered by the RC, including director’s fees, salaries, allowances, bonuses, and benefits-in-kind.

if a member of the RC has an interest in a matter under deliberation, he will abstain from participating in the review and approval process for that matter.

The RC may from time to time, and where necessary or required, consider engaging external consultants to assist in framing the remuneration policy and determining the level and mix of remuneration for Directors and Management.

Principle 8: Level and Mix of Remuneration

The determination of level and band of remuneration of the Directors, executive Directors, and top executives of the Company were based on both corporate and individual performance, having regard to due compliance with applicable laws and the recommendations of the CG Code 2012.

in this regard, the Company entered into a long-term employment agreement with Dr. Pisanu Vichiensanth, who is the director and the Managing Director of Beer Thai (1991) Public Company Limited and Managing Director of Cosmos Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.

There are currently no long-term incentive schemes for Directors, executive Directors, and key management personnel, or employee share schemes.

Principle 9: Disclosure of Remuneration

9.1 Remuneration of DirectorsDetails of remuneration of the directors (including those who are in an executive capacity) of the Company in the accounting year ended December 31, 2013 (assuming a foreign exchange rate of SGD 1 = Baht 26), together with a percentage breakdown into the following categories (1) director fee; (2) salaries; (3) bonuses as well as funds paid based on the operating results of the Company; (4) other benefits; and (5) compensation in the form of shares and long-term benefits, are set out in the tables below.

in respect of the directors who are in an executive capacity, the Company, having duly considered the highly competitive human resource environment of the industry and the confidential nature of staff remuneration matters, is of the view that full disclosure of their remuneration may be prejudicial to the interests of the Company and may hamper the Company’s efforts to retain and nurture its talent pool. in the alternative, the Company has disclosed their remuneration in bands of SGD 250,000 or equivalent (as described below).

Remuneration bands:“A” refers to remuneration below SGD 250,000 or equivalent“B” refers to remuneration between SGD 250,000 and SGD 499,999 or equivalent“C” refers to remuneration between SGD 500,000 and SGD 749,999 or equivalent“D” refers to remuneration between SGD 750,000 and SGD 999,999 or equivalent“e” refers to remuneration between SGD 1,000,000 and SGD 1,249,999 or equivalent“F” refers to remuneration between SGD 1,250,000 and SGD 1,500,000 or equivalent

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Type of Remuneration

Name of Directors (executive capacity)

Remunerationon band

Directors’ fees(%)

Salaries(%)

Bonusesas well as

funds paid based on the

operating results of

the Company(%)

Otherbenefits

(%)

Compensationin a form of shares and long-term

benefits(%)

1. Mr. Charoen Sirivadhanabhakdi D *** 77 23 - -2. Khunying Wanna Sirivadhanabhakdi B *** 77 23 - -3. Mr. Narong Srisa-an F *** 47 53 - -4. Mr. Komen Tantiwiwatthanaphan B *** 77 23 - -5. Mr. Puchchong Chandhanakij B *** 72 28 - -6. Ms. Kanoknart Rangsithienchai C *** 46 54 - -7. Mr. Thapana Sirivadhanabhakdi F *** 51 49 - -8. Mr. Sawat Sopa (1) C *** 53 47 - -9. Mr. Ueychai Tantha-Obhas e *** 50 50 - -10. Mr. Sithichai Chaikriangkrai D *** 48 52 - -11. Dr. Pisanu Vichiensanth D *** 50 50 - -

Remark: (1) Mr. Sawat Sopa ceased to be Director and executive Vice President on June 4, 2013 due to his passing away. *** in this regard, Directors and/or executive Committee Directors of ThaiBev and/or its subsidiaries who receive a monthly salary from the Company and/or any subsidiaries will not receive any directors’ fees pursuant to the resolutions of the Board of Directors’ Meeting No. 2/2004 held on May 21, 2004.


Name of Directors (non-executive capacity)

TotalRemuneration

(SGD)

Directors’ fees(%)

Salaries(%)

Bonuses as well as



the Company(%)

Other benefits

(%)

Compensation in a form of shares and long-term

benefits(%)

12. Mr. Prasit Kovilaikool 215,000 64 - 36 - -13. Prof. Kanung Luchai 126,000 54 - 46 - -14. Mr. Manu Leopairote 152,000 54 - 46 - -15. Mr. Ng Tat Pun 101,000 54 - 46 - -16. Mr. Michael Lau Hwai Keong 59,000 54 - 46 - -17. Prof. Pornchai Matangkasombut 59,000 54 - 46 - -18. Dr. Sakthip Krairiksh 59,000 54 - 46 - -19. Gen. Dr. Choo-Chat Kambhu Na Ayudhya 59,000 54 - 46 - -20. Mr. Vivat Tejapaibul 59,000 54 - 46 - -21. Mr. Panote Sirivadhanabhakdi 59,000 54 - 46 - -

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9.2 Remuneration of Top Executives Details of remuneration of the top nine executives (excluding persons who are directors or the CeO) of the Company in the accounting year ended December 31, 2013 (assuming a foreign exchange rate of SGD 1 = Baht 26), together with a percentage breakdown into the following categories (1) salaries; (2) bonuses as well as funds paid based on the operating results of the Company; (3) other benefits; and (4) compensation in the form of shares and long-term benefits, are set out in the table below. Total remuneration has been disclosed in bands of SGD 250,000 or equivalent (as described above).


Name of Top ExecutivesRemuneration

on bandSalaries

%

Bonusesas well as



the Company%

Otherbenefits

%

Compensationin a form of shares and long-term

benefits%

1. Mr. Prapakon Thongtheppairot A 70 30 - -2. Mr. Marut Buranasetkul B 60 40 - -3. Mr. Jean Lebreton C 59 41 - -4. Mr. Kosit Suksingha (1) A 75 25 - -5. Mr. Vichate Tantiwanich B 75 25 - -6. Ms. Vaewmanee Soponpinij (2) B 65 35 - -7. Mr. Vichai Chaiyavaranurak (3) B 56 44 - -8. Mr. Karn Chitaravimol (4) A 70 30 - -9. Mr. Matthew Kichodhan (5) C 57 43 - -

Remarks: (1) Mr. Kosit Suksingha was appointed as Senior Vice President by the executive Committee Meeting No. 11/2013 dated November 8, 2013, with effect on November 1, 2013. He was also appointed as a member of the executive Committee by the Board of Directors’ Meeting

No. 4/2013, which was held on November 14, 2013. (2) Ms. Vaewmanee Soponpinij was appointed as Senior Vice President by the executive Committee Meeting No. 3/2013 dated March 29, 2013

with effect on March 29, 2013. She was also appointed as a member of the executive Committee by the Board of Directors’ Meeting No. 2/2013, which was held on May 14, 2013. (3) Mr. Vichai Chaiyavaranurak ceased to be a member of the executive Committee and Senior Vice President, and was appointed as Advisor to

the President and CeO, on January 1, 2014. (4) Mr. Karn Chitaravimol ceased to be a member of the executive Committee and Senior Vice President on July 1, 2013, since he was appointed

as Managing Director of F&N Dairies (Thailand) Limited, a subsidiary of Fraser and Neave Holdings Bhd. group. (5) Mr. Matthew Kichodhan ceased to be a member of the executive Committee and Senior Vice President on August 1, 2013 upon his resignation.

The aggregate amount of the total remuneration paid to the top 9 executives (excluding persons who are directors or the CeO) for the accounting year ended December 31, 2013 is SGD3,037,000.

Save for Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are the sons of our directors, Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, and directors themselves, there are no other employees who are immediate family members of a director or the CeO and whose remuneration exceeds SGD 50,000 during the year. The remuneration of Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Thapana Sirivadhanabhakdi, and Mr. Panote Sirivadhanabhakdi has been disclosed in our 2013 Annual Report.

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C. Accountability and Audit

Principle 10: Accountability

The Board is responsible for providing a balanced and understandable assessment of the performance, position and prospects of the ThaiBev Group of Companies, including through quarterly and annual financial reports. The financial statements for the first three quarters are released to shareholders within 45 days of the end of each quarter, and the annual results are released within 60 days of the end of each financial year, in each case primarily via SGXNeT in line with the Listing Manual. Material price sensitive information is also disseminated to shareholders via SGXNeT in compliance with the Listing Manual, and also through press releases, the Company’s website, and information briefings. in addition to such disclosures, our top executives also participate in quarter results briefings and telephone conferences from time to time, with a view to providing a timely update and clarification to our investors.

Principle 11: Risk Management and Internal Controls Risk Management

The Board of Directors accepts overall responsibility for the governance of risk. The RMC consisting of the directors and the top executives of each business unit, was appointed by the Board to assist the Board in discharging its responsibility in this regard to ensure that the ThaiBev Group of Companies has implemented an effective risk management framework. The RMC focuses on the identification and management of all material business risks, including but not limited to strategic, financial, operational, reputational, environmental, information technology, and compliance risks that may prevent the business from achieving its objectives.

in connection with its responsibility, the RMC determined the Company’s risk policies, levels of risk tolerance and oversee Management who is responsible for managing risk in accordance with the approved plans and policies, in the design, implementation and monitoring of the risk management measures.

The RMC meets every quarter, or as often as the RMC members deem necessary in order to fulfill the RMC’s duties and responsibilities. The operational report of the RMC will be

included in the handouts to the Board for the Board meeting to be held after each RMC meeting.

Internal Controls The Board recognizes its responsibility to ensure a sound system of risk management and internal controls to safeguard the shareholders’ investments and the Company’s assets. in this regard, the Board established an executive Committee, each member of which oversees different departments and business units to ensure the adequacy and effectiveness of financial, operational, compliance and information technology controls, including risk management policies.

in support of this, the Board also assigned the Office of Corporate Secretariat to oversee compliance with the private and public limited laws (including securities laws) which are applicable to the Company.

in addition to the relevant laws and regulations, the Board also sets the tone on acceptable Business ethics and has instructed that all directors, executives and employees comply with the same. As part of the Business ethics, the Board also instituted a policy for proper handling of information in order to prevent mishandling of information either for personal benefit or the benefit of other persons. it is the responsibility of the directors, executives and employees of the Company to prevent any access by unauthorized persons to, and/or disclosure of, non-public information that may affect the market price or value of the Company’s shares and other financial instruments issued by the Company, before it has been received by the SGX, or before the information has been made public through SGXNeT.

in addition, the Board of Directors has a policy for directors and executives on dealing in the Company’s securities. The directors and executives of the Company are prohibited from dealing in the Company’s securities from the date commencing two weeks before the announcement of the Company financial statements for each of the first three quarters of the Company’s financial year and one month before the announcement of the Company’s full year financial statements, and from trading at any time on short-term considerations. Under the AOA of the Company and applicable law, the Directors must also notify the Company and the SGX of the particulars of his shareholding interest in the Company at the time of his appointment and, for so long as he remains

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as a Director, of any interest in, and all changes to, his shareholding in the Company within 2 business days of any such change. The Company Secretary immediately announces such notice through SGXNeT and within 7 days provides a copy of the notice received to all other directors.

Based on the internal controls established and maintained by the Company, the independent audits performed by the internal and external auditors and the assurance from the President and CeO, the Chief Financial Officer, and relevant management, the Board, with the concurrence of the AC, is of the opinion that the ThaiBev Group of Companies has in place adequate and effective internal controls addressing in all material respects the financial, operational, compliance and information technology controls, and risk management systems within the current scope of ThaiBev Group of Companies’ business operations.

The system of internal controls which was in place throughout the financial year for ThaiBev Group of Companies provides reasonable, but not absolute, assurance that the Company will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of internal controls can provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgement in decision making, human error, losses, fraud or other irregularities.

in addition, the Board of Directors received assurance from President and CeO and Chief Financial Officer that the financial records have been properly maintained and the financial statements give a true and fair view of the operations and finances of the ThaiBev Group of Companies, and that the Company’s risk management and internal control systems are in place and are effective having regard to its business and operations.

Principle 12: Audit Committee

The Board appointed the AC, which in 2013 consists of four independent directors: three Thais and one Singaporean. The AC responsibilities are clearly set forth in the Audit Committee Charter for instance, reviewing the financial statements preparation process and information disclosures of the Company and its subsidiaries to ensure accuracy and

reliability, overseeing the adequacy and effectiveness of the internal controls and the internal audits of the Company and its subsidiaries, reviewing the Company and its subsidiaries compliance with business related laws, reviewing interested Persons Transactions to prevent any occurrence of conflicts of interest and considering and selecting the auditors of the Company and its subsidiaries.

in carrying out the duty on the selection of the auditors of the Company and its subsidiaries, the AC considers their competency, professional proficiency, recognized past performance and independence in providing audit services before proposing its opinions on the appointment of the auditors of the Company and its subsidiaries and their remuneration to the Board of Directors in order to propose to the Shareholders’ Meeting for approval. Mr. Nirand Lilamethwat (Certified Public Accountant No. 2316) of KPMG Phoomchai Audit Ltd. who was appointed at the 2013 Annual General Meeting of Shareholders held on April 25, 2013 has been in charge of the audit of the Company’s financial statements for the year ended December 31, 2013. This appointment is also in compliance with Rules 712 and 713(1) of the Listing Manual.

According to the financial statements for the year ended December 31, 2013, ThaiBev Group of Companies consisting of ThaiBev and all subsidiaries paid the audit fees at the amount of approximately Baht 66.4 million, and the audit fee only of ThaiBev at the amount of Baht 7,878,000 as per approval of the 2013 Annual General Meeting of Shareholders. in this regard, there was no payment made by the Company for the Non-Audit Fee to the auditor.

ThaiBev and its subsidiaries have appointed KPMG Phoomchai Audit Ltd. (“KPMG Thailand”) and companies in the group of KPMG Thailand in various countries to provide audit services, save that, in 2013, four overseas subsidiaries, namely, international Beverage Holdings Limited, USA inc., Best Spirits Co., Ltd., interBev Malaysia Sdn Bhd., and interBev (Cambodia) Co., Ltd. appointed different auditors from the Company. The AC and Board of Directors have considered and are satisfied that such appointment would not compromise the standard and effectiveness of the audit of the Company, in compliance with Rule 716 of the Listing Manual. in addition, Fraser and Neave, Limited as the Company’s significant associate which is listed on SGX has appointed ernst & Young LLP to be its auditor.

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in performing the duty on the review of financial information reporting, the internal control and internal audit system, compliance with business related laws and connected transactions or transactions may give rise to conflicts of interest, the AC will meet with the auditors, the personnel of the Office of internal Audit and Management according to the relevant topics. This year AC also meet with internal and external auditors, without the presence of Management. AC meetings are held at least quarterly and when deemed necessary by the AC. in 2013, the Company held 4 AC meetings, the attendance of which was as follows: Mr. Prasit Kovilaikool attended 3 meetings, while each of Prof. Kanung Luchai, Mr. Manu Leopairote and Mr. Ng Tat Pun attended 4 meetings.

The Company’s external auditors KPMG Thailand regularly briefs AC members at AC meetings on relevant changes to accounting standards and issues which have a direct impact on the Company’s financial statements.

Though the Company has not yet instituted a formal whistle-blowing policy, there are certain channels which enable employees to lodge complaints to the Management.

Principle 13: Internal Audit

The Company established the Office of internal Audit as an independent unit to assist the Board of Directors through the AC by assessing and improving effectiveness of risk management, internal controls and governance processes. in this regard, the AC appointed the Vice President of the Office of internal Audit as the Secretary to the AC. The Office of internal Audit reports directly to the AC and administratively to the President and CeO. The Office of internal Audit conducts objective and independent assessments on the adequacy and effectiveness of ThaiBev Group of Companies’ internal control systems. it operates within the framework stated in its internal Audit Charter approved by the AC. it adopts a risk-based audit methodology to develop its audit plans to ensure that audit activities are aligned to key risks of ThaiBev Group of Companies. Based on risk assessments performed, greater focus and appropriate review intervals are set for high risk activities and material internal controls, including compliance with the Company’s policies, procedures and regulatory responsibilities. During the year, the Office of internal Audit Office conducted its audits as detailed in the

internal audit plan submitted to and approved by the AC. Findings and internal auditors’ recommendations on areas of improvement were reported for management’s implementation. each quarter, the Office of internal Audit Office submitted to the AC a report on the status of the audit plan and on audit findings and actions taken by Management. Key findings are highlighted at the AC meetings for discussion and follow-up action. The AC monitors the timely and proper implementation of required corrective, preventive or improvement measures undertaken by Management. The AC is satisfied that the Office of internal Audit has adequate resources and appropriate standing within the Company to perform its function effectively.

D. Shareholders Rights and Responsibilities

Principle 14: Shareholder Rights

The Company acknowledges and gives importance to the rights of the shareholders, which are the owners of the Company. The Company has ensured equal and fair treatment towards every shareholder through its accurate, transparent and timely disclosure of information via SGXNeT. The Company pays great attention to the sufficiency of information disclosure so that the shareholders are able to make a well-informed decision at the shareholders’ meeting, including casting their votes and expressing their opinions on significant changes and the election of Directors, based on information which is accurate, complete, transparent, and equally shared.

Principle 15: Communication with Shareholders

Through our investor Relations Unit (under supervision of the Office of Corporate Secretariat) who works closely with our top executives, the Company actively communicates with shareholders through announcements via SGXNeT as well as other relevant avenues in order to ensure timely disclosure. The unit arranges quarterly briefings following the disclosure of interim and full year results, so that investors may query Management about financial, marketing or strategic issues. in the interim, the investor Relations Unit also regularly meets with investors to communicate the policies and strategies of the Company so that investors have a good understanding of the Company operation. The investor Relations Unit provides timely detailed information via the corporate website.

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The unit also reports to Management in relation to investors’ comments and concerns. Contact information for the investor Relations Unit is set out in section on investor information of this annual report and is also available in the investor relations section of our corporate website http://www.thaibev.com/ir.html.

Principle 16: Conduct of Shareholder Meetings

Shareholders’ meetings are held in accordance with the agenda mentioned in the relevant invitation to the shareholders’ meeting. The Company sends a complete invitation to shareholders’ meeting, including attachments, with sufficient information relevant to the meeting to the shareholders. Moreover, the Company posts all information which is relevant to the meeting on SGXNeT so that the shareholders will have sufficient time to carefully study this information. in addition, at least fourteen days’ notice of a shareholders’ meeting will be given by advertisement in a daily press in Singapore (for one day), as well as at least three days’ notice of shareholders’ meeting will be given by the advertisement in the daily press in Thailand (for at least three consecutive days) in order to allow shareholders to have sufficient time to prepare for attending the shareholders’ meeting as required by the related laws and regulations and the Listing Manual.

The Chairman of the Board, the Chairman of the Audit, Remuneration, and Nomination Committees, and Directors who are part of the management team are usually present and are available to address shareholders’ queries at these meetings. Our external auditors from KPMG Thailand are also present to address shareholders’ queries about the conduct of audit and the preparation and content of the auditor’s report. Before the commencement of each meeting, the Chairman will give instructions on the voting and the counting methods as clearly prescribed. During the meeting, the Chairman allows the shareholders, equally, to make inquiries and express their opinions as well as to make recommendations.

The Chairman of the Meeting also answers questions and provides complete information as requested by the shareholders. After the meeting and before the commencement of the pre-opening session on the market day following the general meeting, the Company will immediately announce the resolutions of the shareholders’ meeting on SGXNeT. The Minutes of the shareholders’ meeting must be accurately and completely recorded in a timely manner as required by law.

The Company encourages the shareholders to use ballots for voting on each agenda item. The ballots shall be kept in the meeting room for vote counting prior to the announcement of the voting results of the shareholders. For the purpose of transparency, the Company makes an announcement of the detailed results showing the number of votes cast for, against, and abstain from voting on each resolution and the respective percentages as well as keeps all ballots (bearing signatures of the shareholders or their proxy) for future reference.

On July 31, 2013, SGX introduced new listing rules of the Listing Manual regarding the requirement of holding of general meetings in Singapore, namely, Rule 730A and Practice Note 7.5. Rule 730A(1) and Practice Note 7.5 require (unless exempted by the SGX) an issuer with a primary listing on the SGX to hold its general meetings in Singapore unless there are legal constraints preventing them from doing so, and such issuer should provide alternative modes of engagement such webcast and information meetings so that public shareholders have access to the board and senior management.

in this connection, as announced on February 20, 2014, ThaiBev consulted with SGX on this matter, and the SGX advised that Rule 730A(1) of the Listing Manual is not applicable to ThaiBev. Consequently, ThaiBev will continue to hold its general meeting in Thailand and not Singapore. For the purpose of paragraph 2.4 of Practice Note 7.5, SGX advised that it has no objection to ThaiBev not providing video conference and webcast facility to enable Singapore-based shareholders to follow the proceedings during its shareholder meetings.

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We would like to provide the key reasons as follows:

• Pursuant to Thai law, in respect of persons whose accounts with The Central Depository (Pte) Limited (“CDP”) have been credited with ThaiBev shares, CDP is the only holder on record of such shares and therefore the only recognised shareholder of ThaiBev to attend and to vote at ThaiBev’s general meetings. Depositors in Singapore whose shares are held through CDP (the “Depositors”) are not permitted by Thai law to attend and to vote in person at ThaiBev’s general meetings, even if such shareholder meetings are held in Singapore.

• ThaiBev has also been advised by our legal advisor that the Public Limited Companies Act (the “PLCA”) and

the AOA of the Company do not address the issue of whether non-shareholders are permitted to watch a shareholders’ meeting from a place outside the meeting room. in addition, the power of the chairman of a general meeting of a Thai company to grant non-shareholders permission to watch a shareholders’ meeting from a place outside the meeting room is also limited by the PLCA and the AOA of the Company.

Notwithstanding the legal restrictions described above, in order to provide a forum for interaction with Depositors in Singapore, the investor Relations Unit of the Company plans to hold an annual information meeting in Singapore soon after its annual general meeting is held in Thailand, to enable as even a level of access to information as possible at the time of such meeting. Attendees will be given the opportunity to share their views and to ask our Directors and top executives relevant questions relating to the Company and its business, operations and performance.

it should also be noted that, in line with our current practice, Depositors (and Depository Agents) with shares standing to the credit of their securities accounts with CDP, may direct CDP to exercise the voting rights in respect of the number of shares credited to their CDP securities accounts by completing the Voting instruction Form(s). The Voting instruction Form(s) will be dispatched to them by CDP and returning it to CDP on the specific date. The said Voting instruction Form(s) will set out the resolutions to be considered at the shareholders meeting.

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The Audit Committee was appointed by the Board of Directors, comprising four independent directors who have expertise and appropriate qualification to discharge their responsibilities, namely Mr. Prasit Kovilaikool as Chairman, Mr. Kanung Luchai, Mr. Manu Leopairote and Mr. Ng Tat Pun as the Committee members. The Audit Committee is guided by the Audit Committee Charter approved by the Board of Directors which clearly set out its authority, responsibilities and duties.

in 2013, the Audit Committee held 4 meetings with executive management, internal auditors and external auditors of the Company. The major tasks undertaken by the Audit Committee were as follows:

1. Reviewed the quarterly, annual and consolidated financial statements of the Company and its subsidiaries to ensure accuracy and conformity with the generally accepted accounting principles, including sufficient disclosure of information.

The Audit Committee then proposed review results and the quarterly financial statements to the Board of Directors for approval, as well as the annual financial statements to the Board of Directors for endorsement and approval by the Shareholders at the Annual General Meeting.

2. evaluated adequacy and effectiveness of the Company’s internal controls through the supervision and audits of the internal Audit Office and the external auditors. The Audit Committee fully supported and encouraged their independent operations, and discussed with them to consider material suggestions presented to the executives and the Board of Directors for enhancing efficiency of the operations and

internal controls.

3. Reviewed interested person transactions and transactions that may lead to conflict of interests to ensure their compliance with the Company Shareholders’ Mandate for the interested person transactions, reasonableness of transactions that the Company entered into for the best interest of the Company, and disclosure of sufficient, accurate and complete information.

4. Reviewed compliance of laws and regulations of the Securities and the Stock exchange, and compliance of laws and regulations related to business.

5. Approved the risk based audit plan of the internal Audit Office to cover all risks and activities of the Company, oversaw the performance of internal audit in accordance with the established audit plan, acknowledged audit results on quarterly basis, provided operational guidelines for enhancing effectiveness and efficiency to the Office of internal Audit.

AuDit committee RepoRtto shareholders of thai Beverage public company Limited

6. Reviewed and discussed with the auditors and management representatives to acknowledge any issue(s) which might cause administrative difficulties or might affect business operation of the Company; provided advice on how to improve financial reporting presentation and information disclosure, and other recommendations to the management as deemed appropriate.

7. Reviewed independence of the external auditors, and recommended annual appointment as well as compensation.

8. endorsed the Subsidiaries for the appointment of different auditors from the Company in order to ensure that the appointment would not compromise the standard and effectiveness of the audit of the Company which also is in compliance with the Rule 716 of the Listing Manual of the Singapore exchange.

The Audit Committee is of the opinion that for the year ended December 31, 2013, the Company’s financial statements were fairly presented in all material respects in accordance with the generally accepted accounting principles, and disclosed information adequately. The Company’s internal controls have been adequate, effective and appropriate to its business and found no material discrepancy. The rules and regulations of the Securities and the Stock exchange were properly complied as well as other related laws and regulations. The interested person transactions and transactions that may lead to conflict of interests were the normal course of business transactions, accurate and reasonable for the best interest of the Company. The said information was also disclosed adequately, accurately and completely. in addition to these, the Company had continuous development on the good corporate governance.

For the year 2014, the Audit Committee has proposed the Board of Directors to further propose for approval of the Shareholders at the Annual General Meeting on the appointment of the auditors of KPMG Phoomchai Audit Limited as the Company’s external auditor and the remuneration for the year 2014. After due consideration, the Audit Committee was of the view that they are qualified, competent, professional based on their acceptable and satisfactory performances in the past. They are also independent and have no relationship or interest with the Company and its subsidiaries. The proposed audit fee was considered as a reasonable amount.

Mr. Prasit KovilaikoolChairman of the Audit CommitteeFebruary 26, 2014

CORP

ORA

TE G

OV

ERN

ANCE

RePO

RTAU

DIT

CO

MM

ITTE

E Re

PORT

I have audited the accompanying consolidated and separate fi nancial statements of Thai Beverage Public Company Limited and its subsidiaries (the “Group”) and of Thai Beverage Public Company Limited (the “Company”), respectively, which comprise the consolidated and separate statements of fi nancial position as at 31 December 2013, the consolidated and separate statements of income and comprehensive income, changes in equity and cash fl ows for the year then ended, and notes, comprising a summary of signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated and Separate

Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated and separate fi nancial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated and separate fi nancial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these consolidated and separate fi nancial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated and separate fi nancial statements are free from material misstatement.

INDEPENDENTAUDITOR’SREPORTTo the Shareholders ofThai Beverage Public Company Limited

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements.

I believe that the audit evidence I have obtained is suffi cient and appropriate to provide a basis for my audit opinion. Opinion

In my opinion, the consolidated and separate fi nancial statements present fairly, in all material respects, the fi nancial position of the Group and Company, respectively, as at 31 December 2013 and their fi nancial performance and cash fl ows for the year then ended in accordance with Thai Financial Reporting Standards.

(Nirand Lilamethwat)Certifi ed Public AccountantRegistration No. 2316

KPMG Phoomchai Audit Ltd.Bangkok27 February 2014

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STATEMENTS OF FINANCIAL POSITIONThai Beverage Public Company Limited and its Subsidiaries

Consolidatedfinancial statements

Separatefinancial statements

31 December 31 December 31 December 31 DecemberNote 2013 201 2012 20 2013 201 2012

ASSETS (in thousand Baht)

Current assetsCash and cash equivalents 8 5,101,568 4,544,966 763,196 28,230

Current investments 9 6,794 2,289 - -

Trade accounts receivable 7, 10 3,890,628 3,582,909 - -

Other receivables 614,919 898,567 19,838 12,012

Current portion of long-term loans 2,245 27,557 24 578

Short-term loans to and other receivables from related parties 7 248,768 1,246,307 14,985,444 24,857,102

Inventories 11 34,836,910 32,972,438 - -

Other current assets 12 5,022,144 3,874,071 14,460 37,996

Total current assets 49,723,976 47,149,104 15,782,962 24,935,918

Non-current assetsInvestments in associates 6, 13 75,558,200 104,319,644 - -

Investments in subsidiaries 14 - - 85,446,603 80,352,046

Other long-term investments 9 273,794 319,788 - -

Long-term loans to and other receivables from related parties 7 73,490 57,385 2,207,903 2,314,565

Other long-term loans - 2,216 - 20

Investment properties 15 1,014,965 858,720 - -

Property, plant and equipment 16 46,827,202 45,320,061 59,969 48,737

Goodwill 17 7,052,097 7,038,303 - -

Other intangible assets 18 160,487 158,690 21,912 15,797

Leasehold rights 19 171,729 174,167 - -

Deferred tax assets 20 391,897 397,383 29,401 29,506

Other non-current assets 21 2,081,649 1,890,333 286,812 296,187

Total non-current assets 133,605,510 160,536,690 88,052,600 83,056,858

Total assets 183,329,486 207,685,794 103,835,562 107,992,776

The accompanying notes are an integral part of these financial statements.

IND

EPEN

DEN

TAU

DIT

OR’

S RE

PORT

FIN

ANCI

ALST

ATEM

ENTS




LIABILITIES AND EQUITY (in thousand Baht)

Current liabilitiesBank overdrafts and short-term loans from financial institutions 22 2,166,835 11,334,945 353 8,370,341

Trade accounts payable 7, 23 5,202,481 5,108,142 - -

Other payables 24 3,939,234 4,213,194 139,470 165,962

Current portion of long-term loans from financial institutions 22 10,189,869 4,672,275 2,667,000 1,533,200

Short-term loans from and other payables to related parties 7, 22 237,729 302,862 7,639,931 9,608,376

Income tax payable 2,647,135 2,814,991 488,112 118,744

Short-term provisions 22,091 39,043 - -

Other current liabilities 1,824,830 2,107,487 46,810 61,021

Total current liabilities 26,230,204 30,592,939 10,981,676 19,857,644

Non-current liabilitiesLong-term loans from and other payables to related parties 7, 22 104 105 17,769,700 13,874,900

Debentures 22 1,000,000 - - -

Long-term loans from financial institutions 22 54,342,860 88,146,177 6,500,000 9,666,800

Deferred tax liabilities 20 1,314,814 1,374,053 - -

Employee benefit obligations 25 2,313,712 2,437,451 138,321 134,088

Other non-current liabilities 134,702 163,681 15 -

Total non-current liabilities 59,106,192 92,121,467 24,408,036 23,675,788

Total liabilities 85,336,396 122,714,406 35,389,712 43,533,432



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LIABILITIES AND EQUITY (in thousand Baht)

Equity

Share capital: 26

Authorised share capital 29,000,000 29,000,000 29,000,000 29,000,000

Issued and paid-up share capital 25,110,025 25,110,025 25,110,025 25,110,025

Difference arising from common control transactions (19,718,440) (19,718,440) 31,035 31,035

Premium on ordinary shares 26 17,215,737 17,215,737 17,215,737 17,215,737

Retained earnings: Appropriated - legal reserve 27 2,900,000 2,900,000 2,900,000 2,900,000

Unappropriated 63,010,734 52,399,129 23,189,053 19,202,547

Other components of equity 27 5,768,064 3,469,585 - -

Equity attributable to owners

of the Company 94,286,120 81,376,036 68,445,850 64,459,344

Non-controlling interests 3,706,970 3,595,352 - -

Total equity 97,993,090 84,971,388 68,445,850 64,459,344

Total liabilities and equity 183,329,486 207,685,794 103,835,562 107,992,776



STATEMENTS OF INCOMEThai Beverage Public Company Limited and its Subsidiaries



For the year ended 31 December For the year ended 31 DecemberNote 2013 201 2012 20 2013 201 2012

(Revised)(in thousand Baht)

Income 7, 28

Revenue from sale of goods 36 155,770,536 161,043,747 - -

Management fees - - 3,469,833 3,382,629

Dividend income 14 22,738 6,135 11,870,809 11,946,667

Interest income 68,168 73,992 975,648 981,610

Net gain on foreign exchange 259,574 - 341,954 -

Other income 29 772,260 756,878 1,980,242 62,483

Total income 156,893,276 161,880,752 18,638,486 16,373,389

Expenses 7, 28, 33

Cost of sale of goods 112,033,197 115,621,965 - -

Cost of rendering of services - - 1,378,504 1,258,548

Selling expenses 30 12,590,440 12,231,705 - -

Administrative expenses 31 10,146,798 10,386,173 468,034 437,551

Net loss on foreign exchange - 1,945,523 - 28,642

Finance costs 34 2,318,690 1,401,361 1,601,130 1,702,949

Total expenses 137,089,125 141,586,727 3,447,668 3,427,690

Share of profit of associates, net ofincome tax 6, 7, 13 3,434,027 922,750 - -

Profit before gain on purchase of investment in associate and income tax expense 23,238,178 21,216,775 15,190,818 12,945,699

Gain on purchase of investment in associate 6, 7, 13 - 12,688,345 - -

Profit before income tax expense 23,238,178 33,905,120 15,190,818 12,945,699

Income tax expense 35 (4,236,366) (5,145,582) (666,072) (254,051)

Profit for the year 19,001,812 28,759,538 14,524,746 12,691,648

Profit attributable to:Owners of the Company 19,130,302 28,493,113 14,524,746 12,691,648

Non-controlling interests (128,490) 266,425 - -


Basic earnings per share 37 0.76 1.13 0.58 0.51


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STATEMENTS OF COMPREHENSIVE INCOMEThai Beverage Public Company Limited and its Subsidiaries




(in thousand Baht)


Other comprehensive income Share of other comprehensive income

of associates 7, 13 1,191,731 1,263,831 - -

Foreign currency translation differences for foreign operations 784,059 155,649 - -

Revaluation of property 16 651,121 902,694 - -

Defined benefit plan actuarial gains (losses) 25 218,212 (20,973) 9,963 21,110

Net change in fair value of available-for-sale investments (26,350) 40,865 - -

Income tax on other comprehensive income 35 (167,819) (177,865) (1,992) (4,222)

Other comprehensive income for the year, net of income tax 2,650,954 2,164,201 7,971 16,888

Total comprehensive income for the year 21,652,766 30,923,739 14,532,717 12,708,536

Total comprehensive income attributable to:

Owners of the Company 21,548,770 30,651,462 14,532,717 12,708,536

Non-controlling interests 103,996 272,277 - -

Total comprehensive income for the year 21,652,766 30,923,739 14,532,717 12,708,536


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STATEMENTS OF CASH FLOWSThai Beverage Public Company Limited and its Subsidiaries






Cash flows from operating activities

Profit for the year 19,001,812 28,759,538 14,524,746 12,691,648 Adjustments for

Depreciation and amortisation 3,932,674 3,928,795 25,096 23,803 Interest income (68,168) (73,992) (975,648) (981,610)Finance costs 2,318,690 1,401,361 1,601,130 1,702,949 Unrealised (gain) loss on exchanges (202,300) 298,019 (5,037) 111,828 (Reversal of) bad and doubtful debts expenses 16,085 (7,684) - - Amortisation of advance payments to a specialist 50,000 50,000 9,375 9,375 Write-off (reversal of) allowance for decline in value of inventories (344,295) (194,208) - - (Gain) loss on disposal and write-off of property, plant and equipment and intangible assets (117,439) (15,574) (274) 3,092 (Reversal of) impairment loss on plant and equipment (35,781) (197,055) - - Impairment loss on intangible assets 5,661 - - - Gain on sale of investment (26,270) (42,760) (1,896,097) (32,975)

Dividend income (22,738) (6,135) (11,870,809) (11,946,667)Employee benefit expenses 209,246 235,380 16,267 17,594

Share of profit of associates, net of income tax (3,434,027) (922,750) - - Gain on purchase of investment in associate 13 - (12,688,345) - - Income tax expense 35 4,236,366 5,145,582 666,072 254,051

25,519,516 25,670,172 2,094,821 1,853,088 Changes in operating assets and liabilities

Trade accounts receivable (319,748) 23,977 - - Other receivables from related parties 986,789 696,803 (65,232) (4,848)Inventories (1,520,177) (2,228,452) - - Other current assets (859,655) 485,967 15,710 (20,348)Trade accounts payable 83,854 (182,953) - - Other payables to related parties (65,133) 100,744 (201,927) 158,766 Other current liabilities (596,421) 435,689 (52,140) 38,250 Employee benefit paid (109,883) (138,888) (2,138) 776

Other non-current liabilities (27,283) 231,281 15 - Cash generated from operating activities 23,091,859 25,094,340 1,789,109 2,025,684

Income tax paid (5,005,026) (5,368,595) (298,592) (188,985)

Net cash from operating activities 18,086,833 19,725,745 1,490,517 1,836,699

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Cash flows from investing activities

Interest received 67,869 73,789 1,085,148 867,636

Dividends received 1,651,590 6,135 11,870,809 11,946,667

Current investments 1,995 12,514 - -

Loans to related parties - - (2,335,790) (13,570,095)

Repayment of loans to related parties - - 12,279,666 2,288,600

(Increase) decrease in other long-term loans 27,528 (29,833) - -

Net cash inflow on disposal of investments in subsidiaries 2,563,718 39,576 2,563,718 287,915

Cash outflow on investments in subsidiaries - - (5,762,177) -

Proceeds from capital reduction of investments in associates 33,346,305 - - -

Sale of investments in associates 1,461 - - -

Purchase of investments in associates - (90,111,990) - -

(Increase) decrease in other long-term investments 38,049 (47,068) - -

Purchase of investment properties - (161,129) - -

Purchase of property, plant and equipment (4,824,161) (4,821,368) (18,439) (21,866)

Sale of property, plant and equipment 204,763 157,730 313 19

Purchase of intangible assets (39,046) (40,648) (12,318) (7,686)

Sale of intangible assets 9 218 - -

Increase in leasehold rights (1,000) - - -

(Increase) decrease in other non-current assets (241,316) 24,977 574 25

Cash outflow on investment in indirect subsidiary - - - (386,250)

Net cash from (used in) investing activities 32,797,764 (94,897,097) 19,671,504 1,404,965






Cash flows from financing activitiesInterest paid (1,771,752) (1,352,909) (1,599,506) (1,710,104)

Dividends paid to owners of the Company (10,546,211) (9,039,609) (10,546,211) (9,039,609)

Dividends paid to non-controlling interests (269,351) (117,556) - -

Bank overdrafts 275,231 751,421 353 -

Proceeds from short-term loans from financial institutions 34,651,234 128,090,116 20,695,234 42,473,225

Repayment of short-term loans from financial institutions (44,094,575) (122,733,217) (29,065,575) (37,602,884)

Proceeds from loans from related parties - - 7,260,350 8,282,350

Repayment of loans from related parties - - (5,138,700) (4,427,600)

Proceeds from issuance of debentures 1,000,000 - - -

Proceeds from long-term loans from financial institutions 1,000,000 81,618,453 - -

Repayment of long-term loans from financial institutions (31,392,889) (1,800,000) (2,033,000) (1,200,000)

Net cash from (used in) financing activities (51,148,313) 75,416,699 (20,427,055) (3,224,622)

Net increase (decrease) in cash and cash equivalents (263,716) 245,347 734,966 17,042

Cash and cash equivalents at 1 January 4,544,966 3,442,423 28,230 11,188

Foreign currency translation difference for foreign operations 820,318 857,196 - -

Cash and cash equivalents at 31 December 8 5,101,568 4,544,966 763,196 28,230



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NOTES TO THE FINANCIAL STATEMENTSThai Beverage Public Company Limited and its Subsidiaries

23 Trade accounts payable

24 Other payables

25 Employee benefit obligations

26 Share capital

27 Reserves

28 Operating segments

29 Other income

30 Selling expenses

31 Administrative expenses

32 Employee benefit expenses

33 Expenses by nature

34 Finance costs

35 Income tax expense

36 Promotional privileges

37 Basic earnings per share

38 Dividends

39 Financial instruments

40 Commitments with non-related parties

41 Events after the reporting period

42 Thai Financial Reporting Standards (TFRS)

not yet adopted

1 General information

2 Basis of preparation of the financial statements

3 Impact of severe flooding in Thailand

4 Changes in accounting policies

5 Significant accounting policies

6 Acquisition of associate

7 Related parties

8 Cash and cash equivalents

9 Other investments

10 Trade accounts receivable

11 Inventories

12 Other current assets

13 Investments in associates

14 Investments in subsidiaries

15 Investment properties

16 Property, plant and equipment

17 Goodwill

18 Other intangible assets

19 Leasehold rights

20 Deferred tax

21 Other non-current assets

22 Interest-bearing liabilities

Note Contents Note Contents

These notes form an integral part of the financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 27 February 2014.

1. General information

Thai Beverage Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office at 14 Vibhavadi Rangsit Road, Kwang Chomphon, Khet Chatuchak, Bangkok, Thailand.

The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May 2006.

The principal businesses of Thai Beverage Public Company Limited and its subsidiaries, the “Group”, are the production and distribution of alcoholic and non-alcoholic beverages, and Japanese restaurants. Details of the Company’s subsidiaries and associates as at 31 December 2013 and 2012 were as follows:

Name of the entity Type of businessCountry ofincorporation

Ownership interest(%)

2013 2012

Direct subsidiaries

1. Beer Thai (1991) Plc. Beer brewery and production of

drinking water and soda water Thailand 100.00 100.00

2. Beer Thip Brewery (1991) Co., Ltd. Beer brewery and production of


3. Cosmos Brewery (Thailand) Co., Ltd. Beer brewery and production of


4. Sangsom Co., Ltd. Spirits distillery Thailand 100.00 100.00

5. Fuengfuanant Co., Ltd. Spirits distillery Thailand 100.00 100.00

6. Mongkolsamai Co., Ltd. Spirits distillery Thailand 100.00 100.00

7. Thanapakdi Co., Ltd. Spirits distillery Thailand 100.00 100.00

8. Kanchanasingkorn Co., Ltd. Spirits distillery Thailand 100.00 100.00

9. Sura Bangyikhan Co., Ltd. Spirits distillery Thailand 100.00 100.00

10. Athimart Co., Ltd. Spirits distillery Thailand 100.00 100.00

11. S.S. Karnsura Co., Ltd. Spirits distillery Thailand 100.00 100.00

12. Kankwan Co., Ltd. Spirits distillery Thailand 100.00 100.00

13. Theparunothai Co., Ltd. Spirits distillery Thailand 100.00 100.00

14. Red Bull Distillery (1988) Co., Ltd. Spirits distillery Thailand 100.00 100.00

15. United Winery and Distillery Co., Ltd. Spirits distillery Thailand 100.00 100.00

16. Simathurakij Co., Ltd. Spirits distillery Thailand 100.00 100.00

17. Nateechai Co., Ltd. Spirits distillery Thailand 100.00 100.00

18. Luckchai Liquor Trading Co., Ltd. Spirits distillery Thailand 100.00 100.00

19. Sura Piset Thipparat Co., Ltd. Spirits distillery Thailand 100.00 100.00

20. Modern Trade Management Co., Ltd. Beer, spirits and non-alcoholic

beverages distributor Thailand 100.00 100.00

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2013 2012

Direct subsidiaries (continued)

21. Pomkit Co., Ltd. Beer and non-alcoholic beverages

distributor Thailand 100.00 100.00

22. Pomklung Co., Ltd. Beer and non-alcoholic beverages


23. Pomchok Co., Ltd. Beer and non-alcoholic beverages


24. Pomcharoen Co., Ltd. Beer and non-alcoholic beverages


25. Pomburapa Co., Ltd. Beer and non-alcoholic beverages


26. Pompalang Co., Ltd. Beer and non-alcoholic beverages


27. Pomnakorn Co., Ltd. Beer and non-alcoholic beverages


28. Pomthip (2012) Co., Ltd. Beer and non-alcoholic beverages


29. Num Yuk Co., Ltd. Spirits distributor Thailand 100.00 100.00

30. Num Kijjakarn Co., Ltd. Spirits distributor Thailand 100.00 100.00

31. Num Palang Co., Ltd. Spirits distributor Thailand 100.00 100.00

32. Num Muang Co., Ltd. Spirits distributor Thailand 100.00 100.00

33. Num Nakorn Co., Ltd. Spirits distributor Thailand 100.00 100.00

34. Num Thurakij Co., Ltd. Spirits distributor Thailand 100.00 100.00

35. Numrungrod Co., Ltd. Spirits distributor Thailand 100.00 100.00

36. Numthip Co., Ltd. Spirits distributor Thailand 100.00 100.00

37. Thipchalothorn Co., Ltd. Beer, spirits and non-alcoholic

beverages agency Thailand 100.00 100.00

38. Krittayabun Co., Ltd. Beer, spirits and non-alcoholic


39. Surathip Co., Ltd. Beer, spirits and non-alcoholic


40. Sunthronpirom Co., Ltd. Beer, spirits and non-alcoholic


41. Piromsurang Co., Ltd. Beer, spirits and non-alcoholic


42. Thai Beverage Energy Co., Ltd. Trading of biogas Thailand 100.00 100.00

43. Thai Molasses Co., Ltd. Trading of molasses Thailand 99.72 99.72

44. Feed Addition Co., Ltd. Trading of feeds and fertilizer Thailand 100.00 100.00



2013 2012

Direct subsidiaries (continued)

45. Pan International (Thailand) Co., Ltd. Trading of supplies and procurement Thailand 100.00 100.00

46. Charun Business 52 Co., Ltd. Brick producer and

distribution of spirits Thailand 100.00 100.00

47. Thai Cooperage Co., Ltd. Oak barrel producer Thailand 100.00 100.00

48. Thai Beverage Recycle Co., Ltd. Trading of bottles Thailand 100.00 100.00

49. Thai Beverage Logistics Co., Ltd. Transportation and distribution Thailand 100.00 100.00

50. Thai Beverage Marketing Co., Ltd. Import and export spirits for

trading/ international marketing

and non-alcoholic beverages agency Thailand 100.00 100.00

51. Dhospaak Co., Ltd. Advertising agency Thailand 100.00 100.00

52. Thai Beverage Training Co., Ltd. Training Thailand 100.00 100.00

53. International Beverage Holdings Limited Holding company Hong Kong 100.00 100.00

54. Thai Beverage Brands Co., Ltd. Trademark holding Thailand 100.00 100.00

55. Beer Chang Co., Ltd. Trademark holding and production

of concentrate materials Thailand 100.00 100.00

56. Archa Beer Co., Ltd. Trademark holding and production

of concentrate materials Thailand 100.00 100.00

57. Sura Piset Phatra Lanna Co., Ltd. Holding company Thailand 100.00 100.00

58. United Products Co., Ltd. Production and distribution of spirits Thailand 100.00 100.00

59. Thai Drinks Co., Ltd. Distribution of beverages Thailand 100.00 100.00

60. Oishi Group Plc. Japanese restaurants and

distribution of foods and beverages Thailand 79.66 89.26

61. C A C Co., Ltd. Management of the ASEAN

Economic Community (AEC) centre Thailand 100.00 -

Indirect subsidiaries

62. Thai Thum Distillery Co., Ltd. # Production and distribution of spirits Thailand 99.90 99.90

63. Sura Piset Sahasan Co., Ltd. # Trading of spirits Thailand 100.00 100.00

64. Sura Piset Sampan Co., Ltd. # Trading of spirits Thailand 100.00 100.00

65. Vitayathan Co., Ltd. Environmental public relations Thailand 100.00 100.00

66. InterBev (Singapore) Limited Trading of alcoholic beverages Singapore 100.00 100.00

67. InterBev (Cambodia) Co., Ltd. Trading of alcoholic beverages Cambodia 100.00 100.00

68. InterBev Malaysia Sdn. Bhd. Trading of alcoholic beverages Malaysia 100.00 100.00

69. Best Spirits Company Limited Trading of alcoholic beverages Hong Kong 100.00 100.00

70. International Beverage Holdings (UK)

Limited Holding company United Kingdom 100.00 100.00

71. International Beverage Holdings (China)

Limited Holding company Hong Kong 100.00 100.00

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2013 2012

Indirect subsidiaries (continued)

72. S.P.M Foods & Beverages Co., Ltd. Production and distribution of

drinking water and energy drinks

and spirits agency Thailand 99.84 99.84

73. Oishi Trading Co., Ltd. Production and distribution of

food and beverage Thailand 79.66 89.26

74. Oishi Ramen Co., Ltd. Japanese ramen restaurants Thailand 79.66 89.26

75. Oishi International Holdings Limited International distribution of beverage Hong Kong 79.66 89.26

76. Chang Beer International Co., Ltd. # Dormant Thailand 100.00 100.00

77. Maekhong Distillery Limited Consultancy service Thailand 100.00 100.00

78. Chang International Co., Ltd. Advertising and marketing services Thailand 100.00 100.00

79. Chang Corp Co., Ltd. Advertising and marketing services Thailand 100.00 100.00

80. Beer Chang International Limited Production and trading of alcoholic

and non-alcoholic beverages Singapore 100.00 100.00

81. International Beverage Trading Limited Trading of alcoholic beverages Bermuda 100.00 100.00

82. Serm Suk Plc. Production and distribution of

beverages Thailand 64.66 64.66

83. InterBev Investment Limited Holding company Hong Kong 100.00 100.00

84. InterBev Trading (Hong Kong) Limited Sales and marketing of food

and beverage products Hong Kong 100.00 -

Subsidiaries of indirect subsidiaries

85. International Beverage Holdings United States

Limited USA, Inc. * Trading of alcoholic beverages of America 100.00 100.00

86. Super Brands Company Pte. Ltd. *** Trademark holding Singapore 100.00 100.00

87. Blairmhor Limited *# Holding Company United Kingdom 100.00 100.00

88. Inver House Distillers Limited * Production and distribution of spirits United Kingdom 100.00 100.00

89. InterBev Trading (China) Limited ** Trading of alcoholic beverages People’s

Republic of

China 100.00 100.00

90. Yunnan Yulinquan Liquor Co., Ltd.** Spirits distillery People’s

Republic of

China 100.00 100.00

91. Blairmhor Distillers Limited *# Dormant United Kingdom 100.00 100.00

92. Wee Beastie Limited *# Dormant United Kingdom 100.00 100.00

93. Moffat & Towers Limited *# Dormant United Kingdom 100.00 100.00

94. Glen Calder Blenders Limited *# Dormant United Kingdom 100.00 100.00

95. Hankey Bannister & Company Limited *# Dormant United Kingdom 100.00 100.00

96. R. Carmichael & Sons Limited *# Dormant United Kingdom 100.00 100.00



2013 2012

Subsidiaries of indirect subsidiaries (continued)

97. J MacArthur Junior & Company Limited *# Dormant United Kingdom 100.00 100.00

98. Mason & Summers Limited *# Dormant United Kingdom 100.00 100.00

99. James Catto & Company Limited *# Dormant United Kingdom 100.00 100.00

100. The Knockdhu Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00

101. Speyburn-Glenlivet Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00

102. The Pulteney Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00

103. The Balblair Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00

104. Serm Suk Holdings Co., Ltd. **** Holding company Thailand 64.66 64.66

105. Serm Suk Beverage Co., Ltd. **** Production and distribution of

beverages Thailand 64.66 64.66

106. Serm Suk Training Co.,Ltd. **** Human resources development

and organisation Thailand 64.66 64.66

107. Great Brands Limited **** Manage brands Hong Kong 64.66 64.66

108. Wrangyer Beverage (2008) Co., Ltd.**** Production and distribution of

energy drink Thailand 64.66 64.66

Associates of indirect subsidiaries

109. Petform (Thailand) Co., Ltd. ****** Manufacture and distribution of

plastic packaging Thailand 25.86 25.86

110. Fraser and Neave, Limited ******* Holding company Singapore 28.54 28.63

Associates of indirect subsidiaries

111. Liquorland Limited ***** Off licences United Kingdom 49.49 49.49

112. Inver House Distribution SA *****## Dormant France - 49.88

* Subsidiaries of International Beverage Holdings (UK) Limited** Subsidiaries of International Beverage Holdings (China) Limited*** Subsidiaries of InterBev (Singapore) Limited**** Subsidiaries of Serm Suk Plc.***** Associates of subsidiaries of International Beverage Holdings (UK) Limited****** Associates of Serm Suk Plc.******* Associates of InterBev Investment Limited# These are currently non-trading.## Currently, the investment had already been disposed by the Company.

On 13 September 2013, InterBev Trading (Hong Kong) Limited, the Company’s indirect subsidiary, was incorporated in Hong Kong with an authorised share capital of HKD 10,000 by issuing 10,000 ordinary shares with a HKD 1 par value. International Beverage Holdings Limited, which is the Company’s subsidiary, holds the entire shares.

At the Board of Directors meeting held on 14 May 2013, the Board of Directors unanimously approved for InterBev Investment Limited, the Company’s indirect subsidiary, to increase its authorised share capital. The paid-up share capital was increased on 17 June 2013 of SGD 66.50 million and on 17 December 2013 of SGD 160.13 million.

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On 21 May 2013, Oishi International Holdings Limited, which is the Company’s indirect subsidiary, increased its authorised share capital from HKD 50,000 (50,000 ordinary shares with a HKD 1 par value) to be HKD 500,000 (500,000 ordinary shares with a HKD 1 par value) and called the additional paid-up share capital of HKD 50,000. The total authorised and paid-up share capital are HKD 500,000 and HKD 100,000 respectively. As at 31 December 2013, the said indirect subsidiary has not started the operation.

2. Basis of preparation of the financial statements

(a) Statement of complianceThe financial statements are prepared in accordance with Thai Financial Reporting Standards (TFRS); guidelines promulgated by the Federation of Accounting Professions (“FAP”); and applicable rules and regulations of the related Securities and Exchange Commission.

The FAP has issued the following new and revised TFRS relevant to the Group’s operations and effective for accounting periods beginning on or after 1 January 2013: TFRS TopicTAS 21 (revised 2009) The Effects of Changes in Foreign Exchange RatesTFRS 8 Operating Segments

The adoption of these new and revised TFRS has resulted in changes in the Group’s accounting policies. The effects of these changes are disclosed in Note 4.

In addition to the above new and revised TFRS, the FAP had issued a number of other new and revised TFRS which are effective for financial statements beginning on or after 1 January 2014 and have not been adopted in the preparation of these financial statements. Those new and revised TFRS that are relevant to the Group’s operations are disclosed in Note 42.

(b) Basis of measurement The financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position:

- available-for-sale financial assets are measured at fair value; - the employee benefit obligations are measured based on actuarial valuation using the projected unit credit method.

(c) Functional and presentation currencyThe financial statements are presented in Thai Baht, which is the Company’s functional currency. All financial information presented in Thai Baht has been rounded in the financial statements and in the notes to the financial statements to the nearest thousand and million unless otherwise stated.

(d) Use of estimates and judgementsThe preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected.

Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements is included in the following notes:

Note 3 Impact of severe flooding in ThailandNote 4 (v) Current and deferred taxationNote 6 Acquisition of associateNote 16 Valuation of propertyNote 20 Utilisation of tax lossesNote 25 Measurement of defined benefit obligationsNote 39 Valuation of financial instruments

3. Impact of severe flooding in Thailand

During 2011, the Group’s operations in Suratthani province, Ayutthaya province and Pathumthani province have been affected by the unusually severe flooding affecting parts of Thailand. The production at the plants was ceased. Each operation unit has restarted the production consecutively and already operated wholly as at the end of December 2012. The Group has recognised the following expenses and insurance reimbursement resulting from the flood damage.


Year ended 31 December 2013 2012

(in million Baht)

Insurance reimbursement

Received prior to 31 December 1,780 815

Received after 31 December - 1

Not yet received - 1,015

Accumulated insurance reimbursement recognised 1,780 1,831

Less reimbursement already recognised in previous periods (1,831) (1,634)

(Reversal of) insurance reimbursement recognised (51) 197

Write-off assets loss from flood - (26)

Impairment of property and equipment - (10)

Other flood related expenses - (144)

Total flood related expenses - (180)

Net flood related profit (loss) recognised (51) 17

The flood related expenses are attributable to the following functions presented in the statement of consolidated income:


Year ended 31 December 2013 2012(in million Baht)

Other income (49) (24)

Cost of sales of goods - (28)

Administrative expenses 100 35

Total flood related expenses 51 (17)

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4. Changes in accounting policies

(a) OverviewFrom 1 January 2013, consequent to the adoption of new and revised TFRS as set out in Note 2, the Group has changed its accounting policies in the following areas:

• Accounting for the effects of changes in foreign exchange rates• Presentation of information on operating segments

Details of the new accounting policies adopted by the Group are included in Notes 4 (b) to 4 (c) below. Other new and revised TFRS did not have any impact on the accounting policies, financial position or performance of the Group.

(b) Accounting for the effects of changes in foreign exchange ratesFrom 1 January 2013, the Group has adopted TAS 21 (revised 2009) Accounting for the effects of changes in foreign exchange rates.

The principal change introduced by TAS 21 (revised 2009) is the introduction of the concept of functional currency, which is defined as the currency of the primary economic environment in which the entity operates. TAS 21 (revised 2009) requires the entity to determine its functional currency and translate foreign currency items into its functional currency, reporting the effects of such translation in accordance with the provisions of TAS 21 (revised 2009). Foreign currencies are defined by TAS 21 (revised 2009) as all currencies other than the entity’s functional currency.

Management has determined that the functional currency of the Company is Thai Baht and that the adoption of TAS 21 (revised 2009) from 1 January 2013 has not had a significant impact on the Group’s reported assets, liabilities or retained earnings.

(c) Presentation of information on operating segmentsFrom 1 January 2013, the Group has adopted TFRS 8 Operating Segments. The new policy for presentation of information on operating segments, together with information on the previous policy, is given below. The new policy has been applied retrospectively and segment information included in the financial statements for the year ended 31 December 2012, which are included in the Group’s 2013 financial statements for comparative purposes, has been re-presented accordingly. The change in policy only impacts presentational aspects and has no impact on the Group’s reported assets, liabilities, results or earnings per share.

TFRS 8 introduces the “management approach” to segment reporting. It requires a change in the presentation and disclosure of segment information based on the internal reports regularly reviewed by the Group’s Chief Operating Decision Maker in order to assess each segment’s performance and to allocate resources to those segments. Previously the Group presented segment information in respect of its business and geographical segments in accordance with TAS 14 Segment Reporting.

The change in basis of presentation and disclosure of segment information has had no significant effect on the segment information reported in the Group’s financial statements. 5. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements except as explained in Note 4, which addresses changes in accounting policies.

(a) Basis of consolidationThe consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates.

Business combinations

The Group applies the acquisition method for all business combinations other than those with entities under common control.

Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.

Goodwill is measured as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily in the business combination. If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration transferred and recognised in other expenses.

A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.

The Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree.

Transaction costs that the Group incurs in connection with a business combination, such as legal fees, and other professional and consulting fees are expensed as incurred.

Acquisitions from entities under common control

Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group controlling shareholder’s consolidated financial statements. The components of equity of the acquired entities are added to the same components within the Group’s equity except that any share capital of the acquired entities is recognised as part of share premium. Any cash paid for the acquisition is recognised directly in equity.

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. Losses applicable to non-controlling interests in a subsidiary are allocated to non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Loss of control

Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or

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loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

Associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.

Investments in associates are accounted for in the consolidated financial statements using the equity method (equity-accounted investees) and are recognised initially at cost. The cost of the investment includes transaction costs.

The consolidated financial statements include the Group’s share of profit or loss and other comprehensive income of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the Group’s carrying amount of that interest is reduced to zero and recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at exchange rate at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the profit or loss.

Non-monetary assets and liabilities measured at cost in foreign currencies are translated to the functional currency using the foreign exchange rates ruling at the dates of the transactions.

Foreign currency differences arising on retranslation are generally recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated to Thai Baht at the foreign exchange rates ruling at the reporting date.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are stated at exchange rates ruling on the reporting date.

The revenues and expenses of foreign operations are translated to Thai Baht at rates approximating the average foreign exchange rates ruling at the dates of the transactions.

Foreign exchange differences arising on translation are recognised in other comprehensive income and presented in the foreign currency translation reserve in equity until disposal of the investment.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity until disposal of the investment.

(c) Derivative financial instrumentsForward exchange contracts are treated as off-statements of financial position items.

(d) Cash and cash equivalentsCash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows.

(e) Trade and other accounts receivableTrade and other accounts receivable (including balances with related parties) are stated at their invoice value less allowance for doubtful accounts.

The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.

(f) InventoriesInventories are measured at the lower of cost and net realisable value. Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of production overheads based on normal operating capacity and is calculated using standard cost adjusted to approximate average cost.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale.

(g) Non-current assets held for saleNon-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. The assets (or disposal group) are measured at the lower of their carrying value and fair value less cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and investment properties. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

(h) Investments

Investments in subsidiaries and associates

Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method.

Investments in other debt and equity securities

Debt securities that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are stated at amortised cost, less any impairment losses. The difference between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity.

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Marketable equity securities are classified as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in profit or loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss.

Equity securities which are not marketable are stated at cost less any impairment losses.

The fair value of financial instruments classified as available-for-sale is determined as the quoted bid price at the reporting date.

Disposal of investments

On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in profit or loss.

If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the weighted average method applied to the carrying value of the total holding of the investment.

(i) Investment propertiesInvestment properties are properties which are held to earn rental income, for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

Investment properties are stated at cost less accumulated depreciation and impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, and other costs directly attributable to bringing the investment property to a working condition for its intended use and capitalised borrowing costs.

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each property. The estimated useful lives are as follow:

Buildings 20 years

When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

(j) Property, plant and equipment

Recognition and measurement

Owned assets

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land which is stated at its revalued amount. The revalued amount is the fair value determined on the basis of the property’s existing use at the date of revaluation less any subsequent impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Cost also may include transfers from other comprehensive income of any gain or loss on qualifying cash flow

hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within other income in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings. Leased assets

Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss.

Revalued assets

Revaluations are performed by independent professional valuers with sufficient regularity. The Group’s policy requires an appraisal to be conducted every three to five years or when there are factors that might materially impact the value of the land, to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the reporting date.

Any increase in value, on revaluation, is recognised in other comprehensive income and presented in the revaluation reserve in equity unless it offsets a previous decrease in value recognised in profit or loss in respect of the same asset. A decrease in value is recognised in profit or loss to the extent it exceeds an increase previously recognised in other comprehensive income in respect of the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred directly to retained earnings and is not taken into account in calculating the gain or loss on disposal.

Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

Depreciation

Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. The estimated useful lives are as follows:

Land improvement 3-30 yearsBuildings and constructions 5-40 yearsBuilding improvements 1.5-30 yearsMachinery and equipment 3-40 yearsOak barrels 10-20 yearsFurniture, fixtures and office equipment 3-10 yearsVehicles 3-10 years

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No depreciation is provided on freehold land or assets under construction.

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. (k) Intangible assets

Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. The measurement of goodwill at initial recognition is described in note 5(a). Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity-accounted investee.

Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Other development expenditure is recognised in profit or loss as incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Other intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.

Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

Amortisation

Amortisation is based on the cost of the asset, or other amount substituted for cost, less its residual value.

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:

Computer software 3-10 yearsTrademarks 3-20 yearsLicences 10 years

Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

(l) Leasehold rightsLeasehold rights are stated at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised in profit or loss on a straight-line basis over the agreement period.

(m) ImpairmentThe carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable amount is estimated each year at the same time.

An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is recognised in profit or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to equity.

When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in profit or loss even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss.

Calculation of recoverable amount

The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value.

The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Reversals of impairment

An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised in profit or loss. For financial assets carried at amortised cost, the reversal is recognised in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised in other comprehensive income.

An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(n) Interest-bearing liabilitiesInterest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in profit or loss over the period of the borrowings on an effective interest basis. (o) Trade and other accounts payableTrade and other accounts payable (including balances with related parties) are stated at cost.

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(p) Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognised past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid.

The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the total of any unrecognised past service costs and the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. An economic benefit is available to the Group if it is realisable during the life of the plan, or on settlement of the plan liabilities.

When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised in profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognised immediately in profit or loss.

The Group recognises all actuarial gains and losses arising from defined benefit plans in other comprehensive income and all expenses related to defined benefit plans in profit or loss.

Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains and losses are recognised in profit or loss in the period in which they arise. Termination benefits

Termination benefits are recognised as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value.

Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(q) ProvisionsA provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

(r) Difference arising from common control transactionsDifference arising from common control transactions relates to the restructuring of businesses under the common control of the ultimate majority equity holder of the Company and arises from the difference between the cost of the combination and the carrying amounts of net identifiable assets at the date of combination (except for businesses acquired that are not under common control, net identifiable assets are measured at the fair value). The Company recognises the difference arising from common control transactions under equity until disposal of the investment.

(s) Revenue

Revenue excludes value added taxes and is arrived at after deduction of trade discounts and volume rebates.

Sale of goods and services rendered

Revenue is recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided.

When the outcome of a contract for the rendering of services can be estimated reliably, contract revenue is recognised in profit or loss by reference to the stage of completion of the contract activity at the reporting date. When the outcome of the contract cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable. Construction contracts

Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims or incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in profit or loss in proportion to the stage of completion of the contract.

The stage of completion is assessed by reference to surveys of work performed. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profit or loss.

Commissions

When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission made by the Group.

Investments

Revenue from investments comprises rental income from investment properties and dividend and interest income from investments and bank deposits.

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Rental income

Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income over the term of lease. Contingent rentals are recognised as income in the accounting period in which they are earned.

Interest and dividend income

Interest income is recognised in profit or loss as it accrues. Dividend income is recognised in profit or loss on the date the Group’s right to receive payments is established.

(t) Finance costsFinance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, losses on disposal of available-for-sale financial assets, fair value losses on financial assets at fair value through profit or loss, and impairment losses recognised on financial assets (other than trade receivables) that are recognised in profit or loss.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

(u) Lease paymentsPayments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease.

Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. Determining whether an arrangement contains a lease

At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. A specific asset is the subject of a lease if fulfillment of the arrangement is dependent on the use of that specified asset. An arrangement conveys the right to use the asset if the arrangement conveys to the Group the right to control the use of the underlying asset.

At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the Group’s incremental borrowing rate.

(v) Income taxIncome tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(w) Earnings per shareThe Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

(x) Segment reportingSegment results that are reported to the Group’s CEO (the chief operating decision marker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly net foreign exchange gain or loss, parts of loans and related finance costs and some items of investments.

6. Acquisition of associate

Fraser and Neave, Limited

On 14 August 2012, International Beverage Holdings Limited, a direct subsidiary of the Company, acquired 313,036,775 common shares of Fraser and Neave, Limited (“F&N”), a company incorporated in Singapore and listed on the Singapore Exchange Securities Trading Limited, representing about 22% of equity interest on that day and paid the consideration for the shares at SGD 8.88 per share amounting to SGD 2,779.8 million to 3 existing shareholders according to the sale and purchase agreements dated 18 July 2012. This acquisition was granted the waiver for obtaining approval from the shareholders by the Singapore Exchange Securities Trading Limited on the condition that the Company can seek shareholders’ ratification at an extraordinary general meeting within three months from the date of the grant. Subsequently, at the extraordinary general meeting of the shareholders held on 24 October 2012, the shareholders approved the aforementioned acquisition.

When including earlier acquisitions of 62,624,547 common shares from other existing shareholders in the market, the Group’s total shares in F&N’s equity was about 26% of F&N’s total equity as of 14 August 2012. Following this acquisition, F&N, which carries out the principal activities of production and distribution of non-alcohol beverages, dairy products and beer; development and investment in property; and printing and publishing through its subsidiaries, joint ventures and associate companies, became an associate of the Company starting from 14 August 2012.

After 14 August 2012, a subsidiary of the Company acquired 36,762,500 common shares of F&N from other existing shareholders in the market. Subsequently, all 412,423,822 common shares was transferred to InterBev Investment Limited, an indirect subsidiary whose entire shares held by International Beverage Holdings Limited, on 18 December 2012. As of 31 December 2013, the Group’s total shares in F&N represented 28.54% of F&N’s total equity.

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As the initial measurement for the acquisition, mainly the purchase price allocation for property and equipment, intangible assets, deferred taxes, was not completed at the date of the original issuance of the consolidated financial statements for the year ended 31 December 2012, the fair value reported had been provisionally assessed by the management. The fair value assessment and purchase price allocation has been subsequently completed in the third quarter of 2013. The measurement period adjustments did not have a significant impact on the Group’s results of operations and financial position and, therefore, the Group has not retrospectively restated the consolidated financial statements.

The comparative consolidated financial statements for the year ended 31 December 2012 have been revised to present gain on purchase in the year when the acquisition was made as shown below:

Consolidated statement of incomeFor the year ended 31 December 2012 Revised

As statedoriginally

(in million Baht)

Share of profit of associates, net of income tax 923 13,611

Gain on purchase of investment in associate 12,688 -

The revision has no impact to the consolidated statement of financial position as at 31 December 2012, the consolidated statements of income and comprehensive income for the year then ended.

7. Related parties

For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject common control or common significant influence. Related parties may be individuals or other entities.

Relationships with related parties other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries, associates of indirect subsidiaries and associates of subsidiary of indirect subsidiaries (as presented in Note 1) were as follows:

Name of entities

Country ofincorporation/nationality Nature of relationships

1. Thai Alcohol Plc. Thailand Directors and controlling equity holders hold

substantial shares indirectly

2. Sint Ek Panich Co., Ltd. Thailand Directors and controlling equity holders hold


3. Banglen Agriculture Co., Ltd. Thailand Directors and controlling equity holders hold


4. Pisetkij Co., Ltd. Thailand Directors and controlling equity holders hold


5. Thip Sugar Kamphaengphet Co., Ltd. Thailand Directors and controlling equity holders hold


6. The Chonburi Sugar Co., Ltd. Thailand Directors and controlling equity holders hold


Name of entities


7. Thai Agro Products Co., Ltd. Thailand Directors and controlling equity holders hold


8. Thip Sugar Sukhothai Co., Ltd. Thailand Directors and controlling equity holders hold


9. The Suphanburi Sugar Industry Co., Ltd. Thailand Directors and controlling equity holders hold


10. The Southeast Insurance Plc. Thailand Directors and controlling equity holders hold


11. The Southeast Life Insurance Plc. Thailand Directors and controlling equity holders hold


12. Southeast Capital Co., Ltd. Thailand Directors and controlling equity holders hold


13. T.C.C. Technology Co., Ltd. Thailand Directors and controlling equity holders hold


14. Thai Glass Industries Plc. Thailand Directors and controlling equity holders hold


15. Bang-Na Glass Co., Ltd. Thailand Directors and controlling equity holders hold


16. TCC Hotel Collection Co., Ltd. Thailand Directors and controlling equity holders hold


17. Terragro Bio-Tech Co., Ltd. Thailand Directors and controlling equity holders hold


18. BJC Industrial and Trading Co., Ltd. Thailand Directors and controlling equity holders hold


19. North Park Real Estate Co., Ltd. Thailand Directors and controlling equity holders hold


20. TCC PD 11 Co., Ltd. Thailand Directors and controlling equity holders hold


21. Thippatana Arcade Co., Ltd. Thailand Directors and controlling equity holders hold


22. Siam Food Products Plc. Thailand Directors and controlling equity holders hold


23. BJC Healthcare Co., Ltd. Thailand Directors and controlling equity holders hold


24. Wattanapat Trading Co., Ltd. Thailand Directors and controlling equity holders hold


25. Silvercord Capital (Singapore) Limited Singapore Directors and controlling equity holders hold


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Name of entities


26. Plantheon Trading Co., Ltd. Thailand Directors and controlling equity holders hold


27. Eastern Chemical Co., Ltd. Thailand Directors and controlling equity holders hold


28. New Noble Property and Loan Fund Thailand Directors and controlling equity holders are the

principal unit holder of this real estate investment fund

29. Lertrattakarn Co., Ltd. Thailand Directors hold substantial shares indirectly

30. Thai Malaya Glass Co., Ltd. Thailand Directors and controlling equity holders hold


31. Berli Jucker Foods Co., Ltd. Thailand Directors and controlling equity holders hold


32. Dhanasindhi Co., Ltd. Thailand Directors and controlling equity holders hold


33. Business Process Outsouring Co., Ltd. Thailand Directors and controlling equity holders hold


34. Dynamic Assets Property and Loan Fund Thailand Directors and controlling equity holders are the


35. Best Fortune Property and Loan Fund Thailand Directors and controlling equity holders are the


36. Regent Gold Property Fund Thailand Directors and controlling equity holders are the


37. Thai Commercial Investment Freehold and Thailand Directors and controlling equity holders hold

Leasehold Fund substantial shares indirectly

38. Berli Jucker Plc. Thailand Directors and controlling equity holders hold


39. Plaza Athenee Hotel (Thailand) Co., Ltd. Thailand Directors and controlling equity holders are the

directors and hold substantial shares indirectly

40. North Park Golf And Sports Club Co., Ltd. Thailand Directors and controlling equity holders are the

directors and hold substantial shares indirectly

41. Thai Beverage Can Co., Ltd. Thailand Directors and controlling equity holders hold 50%

shares indirectly

42. PS Recycle Co., Ltd. Thailand Directors and controlling equity holders are relatives

of controlling person

43. Gaew Grung Thai Co., Ltd. Thailand Directors and controlling equity holders hold


44. T.C.C. International Limited Hong Kong Controlling equity holders hold substantial shares

indirectly

Name of entities


45. Best Wishes Co., Ltd. Hong Kong Controlling equity holders hold substantial shares

indirectly

46. Bangkok Glass Co., Ltd. Thailand A subsidiary holds shares

47. The Pet Co., Ltd. Thailand A subsidiary holds shares

48. Crown Seal Plc. Thailand A subsidiary holds shares

49. Petpak Co., Ltd. Thailand A subsidiary holds shares

50. TCC Holding Co., Ltd. Thailand Having common controlling equity holders

51. TCC Assets Ltd. British Virgin Directors and controlling equity holders hold

Islands substantial shares directly

52. F&N Group and related parties of F&N Group Singapore A direct subsidiary holds 28.54% shares in Fraser and

Neave, Limited, which is the parent company

53. Key management personnel Thailand Persons having authority and responsibility for planning,

directing and controlling the activities of the entity,

directly or indirectly, including any director (whether

executive or otherwise) of the Group / Company.

The pricing policies for particular types of transactions are explained further below:

Transactions Pricing policies

Sale of goods Agreed prices which approximate market prices

Rendering of services Contractual prices

Purchase of goods/raw materials Agreed prices which approximate market prices

Receiving of services Contractual prices

Purchase and sale of property, plant Contractual prices

and equipment

Purchase and sale of investments Contractual prices

Interest income and interest expense Rate as mutually agreed by equity holders with

reference interest rates quoted by financial institutions

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Significant transactions for the year ended 31 December with related parties were as follows:

Consolidated

financial statementsSeparate

financial statements

Year ended 31 December Note 2013 2012 2013 2012

(in million Baht)

Subsidiaries

Management fees - - 3,470 3,383

Cost of rendering of services - - 407 357

Interest income - - 948 968

Interest expense - - 1,176 1,032

Dividend income 14 - - 11,871 11,947

Other income - - 68 28

Administrative expenses - - 13 11

Acquisitions - - 30 386

Increase in share capital of subsidiary - - 5,732 -

Disposal of investments - - 667 224

Associates 13

Share of profit of associates,

net of income tax 3,434 923 - -

Gain on purchase of investment in

associate - 12,688 - -

Share of other comprehensive income of

associates 1,192 1,264 - -

Dividend income 1,629 - - -

Capital reduction of associate 33,347 - - -

Key management personnel

Key management personnel compensation

Short-term employee benefits 454 447 416 390

Post-employment benefits 9 9 9 9

Total key management personnel

compensation 463 456 425 399



Year ended 31 December 2013 2012 2013 2012

(in million Baht)

Other related parties

Sales of goods 375 903 - -

Rendering of services - 23 - -

Purchases of raw materials and packaging 9,380 10,489 - -

Overhead costs 230 201 - -

Cost of rendering of services - - 118 104

Dividend income 22 2 - -

Other income 291 126 2 2

Selling and administrative expenses 703 616 4 3

Purchases of plant and equipment 440 767 - -

Sales of plant and equipment - 19 - -

Disposal of investments - 40 - -

Balances as at 31 December with related parties were as follows:

Trade accounts receivable from related parties



2013 2012 2013 2012

(in million Baht)


Berli Jucker Plc. 20 52 - -

PS Recycle Co., Ltd. 5 4 - -

Fraser and Neave, Limited 4 - - -

Terragro Bio-Tech Co., Ltd. 3 5 - -

Pisetkit Co., Ltd. 2 4 - -

TCC Holding Co., Ltd. - 6 - -

Others 5 6 - -

Total 39 77 - -

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par

ties

Nort

h Pa

rk R

eal E

stat

e Co

., Lt

d.-

3434

-32

32-

33

-3

3

Thai

Com

mer

cial I

nves

tmen

t

Free

hold

and

Lea

seho

ld F

und

-9

9-

--

--

--

--

T.C.

C. T

echn

olog

y Co

., Lt

d.

-8

8-

77

-7

7-

77

Best

For

tune

Pro

pert

y an

d Lo

an F

und

-6

6-

66

--

--

--

New

Nobl

e Pr

oper

ty a

nd L

oan

Fund

-

44

--

--

--

--

-Th

e Pe

t Co.

, Ltd

. -

33

-5

5-

--

--

-Le

rtra

ttak

arn

Co.,

Ltd.

-3

3-

--

--

--

--

Othe

rs

-6

6-

77

--

--

--

Tota

l rel

ated

par

ties

-73

73-

5757

-10

10-

1010

Tota

l-

7373

-57

572,

197

112,

208

2,30

411

2,31

5

157156157

ANN

UAL

REP

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3Th

ai B

ever

age

Publ

ic C

ompa

ny L

imit

edFI

NAN

CIAL

STAT

EMEN

TS

Summary of loans to related parties



2013 2012 2013 2012

(in million Baht)

Short-term loans - - 14,422 24,254

Long-term loans - - 2,197 2.304

Total loans to related parties - - 16,619 26,558

Movements during the years ended 31 December of loans to related parties were as follows:

Loans to related partiesConsolidated



2013 2012 2013 2012

(in million Baht)

Short-term loans

Subsidiaries

At 1 January - - 24,254 14,753

Increase - - 1,594 11,670

Decrease - - (11,426) (2,169)

At 31 December - - 14,422 24,254

Long-term loans

Subsidiaries

At 1 January - - 2,304 635

Increase - - 747 1,788

Decrease - - (854) (119)

At 31 December - - 2,197 2,304

The currency denomination of loans to and other receivables from related parties of the Group and the Company as at 31 December 2013 and 2012 was as follows:



2013 2012 2013 2012

(in million Baht)

Thai Baht (THB) and other

functional currencies of

subsidiaries - - 17,093 16,982

Singapore Dollars (SGD) - - 100 10,190

Total - - 17,193 27,172

Trade accounts payable to related parties



2013 2012 2013 2012

(in million Baht)

Associate

Petform (Thailand) Co., Ltd. 138 162 - -

Total associate 138 162 - -


Thai Malaya Glass Co., Ltd. 850 848 - -

Thai Beverage Can Co., Ltd. 168 170 - -

Crown Seal Plc. 123 107 - -

The Pet Co., Ltd. 92 58 - -

Berli Jucker Plc. 62 10 - -

Petpak Co., Ltd. 34 - - -

Bangkok Glass Co., Ltd. 19 54 - -

Berli Jucker Foods Co., Ltd. 14 13 - -

PS Recycle Co., Ltd. 7 10 - -

Siam Food Products Plc. 5 - - -

Plantheon Trading Co., Ltd. - 11 - -

Pisetkij Co., Ltd. - 11 - -

Others 12 5 - -

Total other related parties 1,386 1,297 - -

Total 1,524 1,459 - -

159158159

ANN

UAL

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ai B

ever

age

Publ

ic C

ompa

ny L

imit

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NAN

CIAL

STAT

EMEN

TS

Shor

t-te

rm lo

ans

from

and

oth

er p

ayab

les

to re

late

d pa

rtie

s

Cons

olid

ated

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

2013

2012

2013

2012

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

(in m

illion

Bah

t)

Subsi

dia

ries

Beer

Thi

p Br

ewer

y (1

991)

Co.

, Ltd

.-

--

--

-29

17

298

1,19

312

1,20

5

Sang

som

Co.

, Ltd

.-

--

--

-15

818

176

475

1048

5

Fuen

gfua

nant

Co.

, Ltd

.-

--

--

--

22

240

224

2

Mon

gkol

sam

ai C

o., L

td.

--

--

--

--

--

11

Than

apak

di C

o., L

td.

--

--

--

--

-79

180

Kanc

hana

singk

orn

Co.,

Ltd.

--

--

--

159

116

0-

11

Sura

Pise

t Thi

ppar

at C

o., L

td.

--

--

--

511

52-

--

Sura

Ban

gyik

han

Co.,

Ltd.

--

--

--

485

1049

553

28

540

Athi

mar

t Co.

, Ltd

.-

--

--

-29

72

299

-1

1

S.S.

Kar

nsur

a Co

., Lt

d.-

--

--

-18

119

-1

1

Kank

wan

Co.,

Ltd.

--

--

--

152

115

3-

11

Thep

arun

otha

i Co.

, Ltd

.-

--

--

-81

182

--

-

Unite

d W

iner

y an

d Di

stille

ry C

o., L

td.

--

--

--

--

--

11

Sim

athu

raki

j Co.

, Ltd

.-

--

--

-6

39

129

313

2

Luck

chai

Liq

uor T

radi

ng C

o., L

td.

--

--

--

22

410

12

103

Mod

ern

Trad

e M

anag

emen

t Co.

, Ltd

.-

--

--

-68

472

171

117

2

Pom

kit C

o., L

td.

--

--

--

168

317

111

63

119

Pom

klun

g Co

., Lt

d.-

--

--

-95

398

394

239

6

Pom

chok

Co.

, Ltd

.-

--

--

-11

13

114

176

217

8

Pom

char

oen

Co.,

Ltd.

--

--

--

100

110

118

41

185

Pom

bura

pa C

o., L

td.

--

--

--

276

327

922

12

223

Pom

pala

ng C

o., L

td.

--

--

--

461

4725

81

259

Pom

nako

rn C

o., L

td.

--

--

--

118

212

014

92

151

Pom

thip

(201

2) C

o., L

td.

--

--

--

341

234

3-

--

Num

Yuk

Co.

, Ltd

.-

--

--

-65

06

656

519

552

4

Num

Kijj

akar

n Co

., Lt

d.-

--

--

-56

79

576

404

841

2

Shor

t-te

rm lo

ans

from

and

oth

er p

ayab

les

to re

late

d pa

rtie

s

Cons

olid

ated

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

2013

2012

2013

2012

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

(in m

illion

Bah

t)

Subsi

dia

ries

(co

nti

nued

)

Num

Pal

ang

Co.,

Ltd.

--

--

--

121

312

449

42

496

Num

Mua

ng C

o., L

td.

--

--

--

766

8252

76

533

Num

Nak

orn

Co.,

Ltd.

--

--

--

425

442

950

04

504

Num

Thu

raki

j Co.

, Ltd

.-

--

--

-30

95

314

381

438

5

Num

rung

rod

Co.,

Ltd.

--

--

--

494

650

038

65

391

Num

thip

Co.

, Ltd

.-

--

--

-37

33

376

560

356

3

Piro

msu

rang

Co.

, Ltd

.-

--

--

-59

160

--

-

Thai

Bev

erag

e En

ergy

Co.

, Ltd

.-

--

--

-30

41

305

228

122

9

Thai

Mol

asse

s Co.

, Ltd

.-

--

--

-98

-98

124

112

5

Thai

Coo

pera

ge C

o., L

td.

--

--

--

55-

5512

61

127

Feed

Add

ition

Co.

, Ltd

.-

--

--

-21

-21

47-

47

Pan

Inte

rnat

iona

l (Th

aila

nd) C

o., L

td.

--

--

--

141

1520

121

Char

un B

usin

ess 5

2 Co

., Lt

d.-

--

--

-12

-12

17-

17

Thai

Bev

erag

e Lo

gist

ics C

o., L

td.

--

--

--

-1

1-

11

Thai

Bev

erag

e M

arke

ting

Co.,

Ltd.

--

--

--

483

3451

710

124

834

9

Dhos

paak

Co.

, Ltd

.-

--

--

--

9292

-81

81

Thai

Bev

erag

e Tr

aini

ng C

o., L

td.

--

--

--

-3

3-

33

Cosm

os B

rewe

ry (T

haila

nd) C

o., L

td.

--

--

--

196

219

821

02

212

Beer

Cha

ng C

o., L

td.

--

--

--

352

3753

154

Thai

Drin

ks C

o., L

td.

--

--

--

562

5827

128

Arch

a Be

er C

o., L

td.

--

--

--

--

-2

-2

Inte

rnat

iona

l Bev

erag

e Ho

ldin

gs L

td.

--

--

--

-1

1-

--

Tota

l sub

sidi

arie

s-

--

--

-7,

371

253

7,62

49,

144

436

9,58

0

161160161

ANN

UAL

REP

ORT

201

3Th

ai B

ever

age

Publ

ic C

ompa

ny L

imit

edFI

NAN

CIAL

STAT

EMEN

TS

Shor

t-te

rm lo

ans

from

and

oth

er p

ayab

les

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late

d pa

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Cons

olid

ated

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

2013

2012

2013

2012

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

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Shor

t-te

rmlo

ans f

rom

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Shor

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ans f

rom

Othe

rpa

yabl

esTo

tal

Shor

t-te

rmlo

ans f

rom

Othe

rpa

yabl

esTo

tal

(in m

illion

Bah

t)

Rel

ated

par

ties

Dhan

asin

dhi C

o., L

td.

-10

810

8-

139

139

--

--

--

The

Sout

heas

t Ins

uran

ce P

lc.-

3333

-37

37-

--

--

-

Plaz

a At

hene

e Ho

tel (

Thai

land

) Co.

, Ltd

.-

2727

-21

21-

--

-1

1

Berli

Juck

er P

lc.-

1717

-27

27-

--

--

-

T.C.

C. T

echn

olog

y Co

., Lt

d.-

1010

-18

18-

88

-14

14

Sout

heas

t Cap

ital C

o., L

td.

-9

9-

88

-3

3-

33

TCC

Hote

l Col

lect

ion

Co.,

Ltd.

-7

7-

66

--

--

--

Nort

h Pa

rk G

olf A

nd S

port

s

Cl

ub C

o., L

td.

-4

4-

22

--

--

--

Busin

ess P

roce

ss O

utso

urcin

g Co

., Lt

d.-

33

-8

8-

33

-8

8

Othe

rs-

2020

-37

37-

22

-2

2

Tota

l rel

ated

par

ties

-23

823

8-

303

303

-16

16-

2828

Tota

l-

238

238

-30

330

37,

371

269

7,64

09,

144

464

9,60

8

Long

-ter

m lo

ans

from

and

oth

er p

ayab

les

to re

late

d pa

rtie

s

Cons

olid

ated

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

2013

2012

2013

2012

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

(in m

illion

Bah

t)

Subsi

dia

ries

Beer

Thi

p Br

ewer

y ( 1

991)

Co.

, Ltd

.-

--

--

-1,

542

-1,

542

1,24

2-

1,24

2

Sang

som

Co.

, Ltd

.-

--

--

-68

1-

681

130

-13

0

Fuen

gfua

nant

Co.

, Ltd

.-

--

--

-51

1-

511

325

-32

5

Than

apak

di C

o., L

td.

--

--

--

133

-13

323

4-

234

Mon

gkol

sam

ai C

o., L

td.

--

--

--

15-

1519

1-

191

Kanc

hana

singk

orn

Co.,

Ltd.

--

--

--

173

-17

332

0-

320

Sura

Pise

t Thi

ppar

at C

o., L

td.

--

--

--

200

-20

011

8-

118

Sura

Ban

gyik

han

Co.,

Ltd.

--

--

--

1,97

2-

1,97

21,

539

-1,

539

Athi

mar

t Co.

, Ltd

.-

--

--

-34

2-

342

264

-26

4

S.S.

Kar

nsur

a Co

., Lt

d.-

--

--

-34

1-

341

184

-18

4

Kank

wan

Co.,

Ltd.

--

--

--

190

-19

026

1-

261

Thep

arun

otha

i Co.

, Ltd

.-

--

--

-27

5-

275

115

-11

5

Unite

d W

iner

y an

d Di

stille

ry C

o., L

td.

--

--

--

51-

5112

6-

126

Sim

athu

raki

j Co.

, Ltd

.-

--

--

-76

9-

769

577

-57

7

Luck

chai

Liq

uor T

radi

ng C

o., L

td.

--

--

--

443

-44

338

4-

384

Thai

Bev

erag

e Br

ands

Co.

, Ltd

.-

--

--

-14

-14

14-

14

Mod

ern

Trad

e M

anag

emen

t Co.

, Ltd

.-

--

--

-48

7-

487

--

-

Pom

kit C

o., L

td.

--

--

--

487

-48

754

0-

540

Pom

klun

g Co

., Lt

d.-

--

--

-48

5-

485

136

-13

6

Pom

chok

Co.

, Ltd

.-

--

--

-46

3-

463

423

-42

3

Pom

char

oen

Co.,

Ltd.

--

--

--

134

-13

468

-68

Pom

bura

pa C

o., L

td.

--

--

--

348

-34

838

0-

380

Pom

pala

ng C

o., L

td.

--

--

--

193

-19

3-

--

Pom

nako

rn C

o., L

td.

--

--

--

267

-26

726

6-

266

Num

Yuk

Co.

, Ltd

.-

--

--

-45

5-

455

702

-70

2

163162163

ANN

UAL

REP

ORT

201

3Th

ai B

ever

age

Publ

ic C

ompa

ny L

imit

edFI

NAN

CIAL

STAT

EMEN

TS

Long

-ter

m lo

ans

from

and

oth

er p

ayab

les

to re

late

d pa

rtie

s

Cons

olid

ated

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

2013

2012

2013

2012

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

Long

-ter

mlo

ans f

rom

Othe

rpa

yabl

esTo

tal

(in m

illion

Bah

t)

Subsi

dia

ries

(co

nti

nued

)

Num

Thu

raki

j Co.

, Ltd

.-

--

--

-86

2-

862

755

-75

5

Num

Mua

ng C

o., L

td.

--

--

--

1,25

8-

1,25

868

6-

686

Num

Nak

orn

Co.,

Ltd.

--

--

--

597

-59

739

4-

394

Num

Pal

ang

Co.,

Ltd.

--

--

--

557

-55

79

-9

Num

Kijj

akar

n Co

., Lt

d.-

--

--

-1,

494

-1,

494

1,71

0-

1,71

0

Num

rung

rod

Co.,

Ltd.

--

--

--

841

-84

190

1-

901

Num

thip

Co.

, Ltd

.-

--

--

-40

3-

403

172

-17

2

Feed

Add

ition

Co.

, Ltd

.-

--

--

-70

-70

31-

31

Pan

Inte

rnat

iona

l (Th

aila

nd) C

o., L

td.

--

--

--

51-

5143

-43

Char

un B

usin

ess 5

2 Co

., Lt

d.-

--

--

-49

-49

38-

38

Thai

Coo

pera

ge C

o., L

td.

--

--

--

60-

6060

-60

Cosm

os B

rewe

ry (T

haila

nd) C

o., L

td.

--

--

--

143

-14

317

7-

177

Beer

Cha

ng C

o., L

td.

--

--

--

333

-33

328

5-

285

Arch

a Be

er C

o., L

td.

--

--

--

81-

8175

-75

Tota

l-

--

--

-17

,770

-17

,770

13,8

75-

13,8

75

Summary of loans from related parties



2013 2012 2013 2012

(in million Baht)

Short-term loans - - 7,371 9,144

Long-term loans - - 17,770 13.875

Total loans from related parties - - 25,141 23,019

Movements during the years ended 31 December of loans from related parties were as follows:

Loans from related partiesConsolidated



2013 2012 2013 2012

(in million Baht)

Short-term loans

Subsidiaries

At 1 January - - 9,144 8,636

Increase - - 2,154 2,801

Decrease - - (3,927) (2,293)

At 31 December - - 7,371 9,144

Long-term loans

Subsidiaries

At 1 January - - 13,875 10,528

Increase - - 5,107 5,481

Decrease - - (1,212) (2,134)

At 31 December - - 17,770 13,875

Significant agreements with related parties

Supporting service agreements

The Company entered into supporting service agreements with subsidiaries for supporting service such as human resource, administration, accounting, finance, public relations, public co-ordination, technology, law, secretary and share register and internal audit for the period of one year from 1 January 2004 to 31 December 2004. Unless there are notifications to terminate the agreement within 30 days before the expiry date, this agreement continues to be in effect for the successive one year term. The subsidiaries are committed to pay a service fee at the rate of 0.5% of their principal revenue.

With effect from 1 January 2007, the supporting service fee rate was adjusted to 1% of the principal revenue. Service fee rate was adjusted for development of new product, experiment and quality test, analysis, research and marketing survey for new products and procurement of information.

Application service provisioning agreement

The Company entered into the application service provisioning agreement with T.C.C. Technology Co., Ltd., a related party, for the provision of ongoing support and maintenance of the systems and infrastructure and is committed to pay system, hardware and software rental fee and service fee on a monthly basis throughout the contract period for five years, effective from 31 May 2006,

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under the fees and conditions stipulated in the contract. Subsequently, the Company entered into additional agreements based on the number of users, which will be ended 31 March 2016. Procurement agreement

Pan International (Thailand) Co., Ltd., the Company’s subsidiary, entered into the procurement agreements with other subsidiaries, for necessary purchase and procurement services to the later subsidiaries. The procurement fee is 1% of the value of goods and services purchased under such agreement.

Molasses purchase agreements

Thai Molasses Co., Ltd., the Company’s subsidiary, entered into molasses purchase and sale agreements with various related companies in order to sell to other subsidiaries within the Group. The terms and conditions of these agreements specify that the seller would sell molasses to the buyers in specified quantity, price, quality, delivery and receipt, payments, responsibility, weight, sample analysis on molasses, and quality control, etc.

Glass bottle purchase and sale agreement

Thai Beverage Recycle Co., Ltd., the Company’s subsidiary, entered into the glass bottle purchase and sale agreement with Berli Jucker Plc., a related party, in order to sell to other subsidiaries within the Group, effective from 1 May 2007, under the prices and conditions stated in the agreement.

On 27 December 2012, the said subsidiary entered into a new glass bottle purchase and sale agreement for a period of three years, effective from 1 January 2013 to 31 December 2015, under the prices and conditions stipulated in the agreement.

License agreements

- Beer Chang Co., Ltd. and Archa Beer Co., Ltd., the Company’s subsidiaries, entered into license agreements with three subsidiaries for rights and obligations for the sale of drinking water, soda water, beer, draft beer and lager beer under the trade names of "CHANG" and "ARCHA". The three subsidiaries are committed to pay fees at a rate of 2% based on net sales at price, ex factory, excluding VAT and after deducting excise tax, contributions to the health promotion fund and Thai Public Broadcasting fund.

- Sura Bangyikhan Co., Ltd., the Company’s subsidiary, entered into license agreements with 12 subsidiaries for the rights to use trademarks for white spirits and Chiang - Chun blended spirits as stipulated in the agreement. The trademark fee is from Baht 0.50 - 1.50 per bottle, based on the contents and size of the bottle. With effective from January 2010, the trademark fee was adjusted to Baht 0.50 - 1.20 per bottle, based on the contents and size of the bottle.

Appointment agreement

On 4 November 2008, Oishi Trading Co., Ltd., the Company’s indirect subsidiary, entered into an appointment agreement with another indirect subsidiary to act as a distributor for green tea products. The agreement shall be in effect for a period of 3 years effective from 4 November 2008 to 3 November 2011. Subsequently, the agreement was extended for 3 years from 4 November 2011 to 3 November 2014. This agreement shall be automatically renewed for additional terms of 1 year each, unless there is a written notice not to renew this agreement at least 90 days prior to the expiration of the initial term or any renewal term. On 4 June 2013, the indirect subsidiary entered into an appointment agreement with a related party to act as a distributor in Malaysia and Brunei according to the prices and conditions stipulated in the agreement. The agreement shall be in effect for a period of 7 months, effective from 1 June 2013 to 31 December 2013. Subsequently on 18 December 2013, the agreement has been extended for 6 months, commencing from 1 January 2014 to 30 June 2014, same as conditions stipulated in the prior agreement.

Biogas purchase and sale agreements

Thai Beverage Energy Co., Ltd., the Company’s subsidiary, entered into biogas purchase and sale agreements with three related

companies for a period of 19 years, effective from the year 2009 to 2028, to supply biogas to use as a fuel source in spirits distillery process under the price and conditions stipulated in the agreements. Subsequently in 2010, the aforementioned agreements were made with additional two related companies for a period of 18 years, effective from the year 2010 to 2028.

Revolving loan agreement

In June 2011, the Company entered into revolving loan agreement with subsidiaries for lending the loans with joint credit limit not exceeding Baht 10,000 million, bearing interest at the rate of 5% per annum and repayable at call. Subsequently in September 2011, the Company entered into revolving loan agreement with a subsidiary to lend loans with credit limit of Baht 15,000 million, bearing interest at the rate of 5% per annum and repayable at call.

In 2011, the Company entered into revolving loan agreements with subsidiaries for lending the loans with total credit limit of Baht 55,900 million, bearing interest at the rate of 5% per annum and repayable at call. Subsequently in 2013, the Company extended the credit limit and entered into the additional loan agreement with subsidiaries. As at 31 December 2013, the total credit limit was Baht 71,500 million.

Term loan facility agreement

In July 2012, the Company entered into term loan facility agreement with a subsidiary to lend a loan facility to finance the investment up to the amount of SGD 1,000 million which is repayable after one year from the drawdown date or other date which the Company would agree to extend.

In December 2012, International Beverage Holdings Limited, a subsidiary of the Company, entered into term loan facility agreement with an indirect subsidiary to lend a loan facility to finance the investment amount of SGD 3,662.3 million which is repayable in semi-annual installments over five years and agreeable to extend the schedule.

Sale and purchase goods agreement

On 20 March 2012, a subsidiary of the Company entered into sale and purchase goods agreement with a related company according to the minimum purchase quantity per month and the prices as stipulated in the agreement. The agreement shall be in effect for a period of 1 year, effective from 21 March 2012 to 20 March 2013. Subsequently, the agreement was extended for another 2 years, effective from 21 March 2013 to 20 March 2015. Either party shall give a written notice to extend the agreement at least 60 days prior to the expiration date of the agreement. The said subsidiary is committed to purchase to remaining of the goods and materials from the seller as the supplied price within 30 days after the expiration of the agreement.

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Commitments with related partiesConsolidated



2013 2012 2013 2012

(in million Baht)

Capital commitments

Buildings and other constructions 42 38 - -

Machinery and equipment 48 125 - -

Total 90 163 - -

Non-cancellable operating lease commitments

Within one year 262 227 49 53

After one year but within five years 256 243 35 44

Total 518 470 84 97

Other commitments

Purchase molasses agreement 471 118 - -

Application service provisioning agreement 37 67 37 67

Raw material purchase agreement 4 36 - -

Brewing supervision agreement 22 23 - -

Service agreement - - 35 37

Other agreements 65 51 20 -

Total 599 295 92 104

8. Cash and cash equivalents



2013 2012 2013 2012

(in million Baht)

Cash on hand 122 124 - -

Cash at banks - current accounts 1,501 1,021 1 1

Cash at banks - savings accounts 3,263 2,468 762 27

Highly liquid short-term investments 216 932 - -

Total 5,102 4,545 763 28

The currency denomination of cash and cash equivalents as at 31 December was as follows:



2013 2012 2013 2012

(in million Baht)

Thai Baht (THB) and other functional

currencies of subsidiaries 5,070 4,401 763 28

Pound Sterling (GBP) 1 81 - -

Hong Kong Dollars (HKD) 18 34 - -

United States Dollars (USD) 12 28 - -

Singapore Dollars (SGD) 1 - - -

Euro (EUR) - 1 - -

Total 5,102 4,545 763 28

9. Other investments



2013 2012 2013 2012

(in million Baht)

Current investments

Investment in government bonds 7 2 - -7 2 - -

Other long-term investments

Equity securities available-for-sale 58 120 - -

Investment in government bonds 3 10 - -

Other non-marketable equity securities 217 195 - -

Less allowance for decline in value of

investments (4) (5) - -216 200 - -274 320 - -

Total 281 322 - -

As at 31 December 2013, an indirect subsidiary invested in the government bonds of Baht 10.16 million, bearing interest rates of 5.90% and 4.125% per annum with maturity date in 2014 and 2016. The government bonds have been pledged as collateral for electricity and natural gas utilisation. Other investments of the Group as at 31 December 2013 and 2012 were denominated entirely in Thai Baht.

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10. Trade accounts receivable

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Related parties 7 39 77 - -

Other parties 3,920 3,576 - -

Total 3,959 3,653 - -

Less allowance for doubtful

accounts (68) (70) - -

Net 3,891 3,583 - -

Bad debts and (reversal of) doubtful

debts expense for the year 15 (8) - - Aging analyses for trade accounts receivable were as follows:



2013 2012 2013 2012

(in million Baht)

Related parties

Within credit terms 35 69 - -

Overdue:

Less than 3 months 4 4 - -

6-12 months - 1 - -

Over 12 months - 3 - -

39 77 - -

Other parties

Within credit terms 3,030 3,157 - -

Overdue:

Less than 3 months 804 364 - -

3-6 months 25 24 - -

6-12 months 43 14 - -

Over 12 months 18 17 - -

3,920 3,576 - -

Less allowance for doubtful accounts (68) (70) - -

3,852 3,506 - -

Net 3,891 3,583 - -

The normal credit term granted by the Group ranges from 7 days to 165 days.

The currency denomination of trade accounts receivable as at 31 December was as follows:



2013 2012 2013 2012

(in million Baht)

Thai Baht (THB) and other functional

currencies of subsidiaries 3,813 3,526 - -

Euro (EUR) 36 33 - -


Others 9 11 - -

Total 3,891 3,583 - - 11. Inventories



2013 2012 2013 2012

(in million Baht)

Finished goods 12,842 13,586 - -

Maturing spirits 12,129 10,145 - -

Work in progress 4,524 4,366 - -

Raw materials 1,893 1,727 - -

Packaging materials 2,540 2,561 - -

Spare parts 529 523 - -

Others 588 616 - -

35,045 33,524 - -

Less allowance for decline in value (208) (552) - -

Net 34,837 32,972 - -

Inventories recognised as an expense in

‘Cost of sale of goods’:

- Cost 112,377 115,817 - -

- Write-down to net realisable value 142 732 - -

- Reversal of write-down (486) (927) - -

Net 112,033 115,622 - -

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12. Other current assets



2013 2012 2013 2012

(in million Baht)

Prepaid excise tax 2,122 1,526 - -

Deposit 1,013 810 - 12

Refundable VAT 546 484 14 26

Refundable excise tax 902 694 - -

Others 439 360 - -

Total 5,022 3,874 14 38

Other current assets of the Group and the Company as at 31 December 2013 and 2012 were denominated entirely in Thai Baht and other functional currencies of subsidiaries.

13. Investments in associates

Consolidated


Note 2013 2012

(Revised)(in million Baht)

At 1 January 104,320 149

Share of net profit of equity-accounted associates 6 3,434 923

Gain on purchase of investment in associate 6 - 12,688

Dividend income from associates (1,629) -

Share of other comprehensive income of associates 1,192 1,264

Acquisitions - 90,112

Capital reduction of associate (33,347) -

Translation differences on consolidation 1,588 (816)

At 31 December 75,558 104,320

On 10 May 2013, the Board of Directors of Fraser and Neave, Limited (“F&N”), an associate of the Group approved the interim dividend payment of SGD 0.035 per share. This interim dividend was paid on 14 June 2013.

On 31 July 2013, the Company received capital reduction in cash from F&N at SGD 3.28 per share, totalling SGD 1,352.8 million (equivalent to Baht 33,347 million). Subsequently on 2 August 2013, the Company repaid partially the Singapore Dollar denominated long-term loans with financial institutions amounting to SGD 1,000 million, prior to maturity without penalty which decreased the outstanding loans with such financial institutions from SGD 3,184.69 million to SGD 2,184.69 million. The Company repaid the domestic short-term loans with the remaining proceeds.

At the Board of Directors meeting of F&N held on 27 August 2013, the Board of Directors of F&N approved the proposed demerger of its property business by effecting a distribution in specie (the “Proposed FCL Distribution”) of all the ordinary shares in the issued share capital of Frasers Centrepoint Limited (“FCL”), a wholly owned subsidiary of F&N to the shareholders of F&N, on the basis of two ordinary shares in FCL for each ordinary share of F&N and the listing of the FCL shares on the main Board of the Singapore Exchange Securities Trading Limited.

At the extraordinary general meeting of the shareholder of F&N held on 13 November 2013, the shareholders of F&N approved the Proposed FCL Distribution. Prior to 31 December 2013, F&N subscribed for 1,806,520,790 new shares in FCL for a total subscription amount of SGD 670 million. Subsequently on 9 January 2014, F&N announced the completion of the Proposed FCL Distribution and the listing of FCL shares on the main Board of the Singapore Exchange Securities Trading Limited.

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Inve

stm

ents

in a

ssoc

iate

s as a

t 31

Dece

mbe

r 201

3 an

d 20

12, a

nd d

ivid

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2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

(%

)(in

milli

on B

aht)

Ass

oci

ates

Hel

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dir

ect

subs

idia

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Petf

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(Tha

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) Co.

, Ltd

.25

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3027

619

581

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aser

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1,42

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roup

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, Lim

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ecur

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the

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were

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has

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as b

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per

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the

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hip

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capi

tal

Cost

Impa

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cost

- n

etEq

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date

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

(%

)(in

milli

on B

aht)

Ass

oci

ates

Hel

d b

y in

dir

ect

subs

idia

ries

Petf

orm

(Tha

iland

) Co.

, Ltd

.31

Dec

embe

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.86

25.8

62,

105

1,81

91,

414

1,33

02,

186

1,37

71,

781

1,05

540

532

2Fr

aser

and

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28.6

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3,40

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311

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subs

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222,

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073

81,7

4520

,862

140,

858

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14. Investments in subsidiaries


2013 2012

(in million Baht)

At 1 January 80,352 80,190

Acquisitions 30 386

Increase in share capital of subsidiary 5,732 -

Disposals (667) (224)

At 31 December 85,447 80,352

On 14 March 2013, the Company sold its 18,000,000 ordinary shares in Oishi Group Public Company Limited, a direct subsidiary of the Company to external parties, at the price of Baht 142.50 per share, for a net consideration totalling Baht 2,564 million. The net gain on sale of the shares amounted to Baht 1,896 million in separate financial statements.

On 29 April 2013, C A C Co., Ltd., the Company’s subsidiary, was incorporated in Thailand with an authorised share capital of Baht 30,000,000 by issuing 300,000 ordinary shares with a Baht 100 par value. The initial paid-up capital was Baht 25 per share. Subsequently, the aforesaid subsidiary received payment of the remaining unpaid portion of ordinary shares of Baht 25 per share on 14 August 2013 and Baht 50 per share on 16 October 2013 respectively.

At the Board of Directors meeting held on 14 May 2013, the Board of Directors unanimously approved for International Beverage Holdings Limited, the Company’s subsidiary, to increase its authorised share capital amounting to HKD 1,441 million. The paid-up share capital was increased on 17 June 2013 of HKD 411.34 million (equivalent to Baht 1,610 million) and on 17 December 2013 of HKD 988.52 million (equivalent to Baht 4,122 million).

Separate financial statements

Ownership interest Paid-up capital Cost method Dividend income

2013 2012 2013 2012 2013 2012 2013 2012

(%) (in million Baht)

Subsidiaries

Beer Thai (1991) Plc. 100.00 100.00 5,550 5,550 12,500 12,500 333 344

Beer Thip Brewery (1991) Co., Ltd. 100.00 100.00 6,600 6,600 12,500 12,500 350 1,703

Sangsom Co., Ltd. 100.00 100.00 7,500 7,500 7,500 7,500 293 135

Fuengfuanant Co., Ltd. 100.00 100.00 900 900 900 900 153 66

Mongkolsamai Co., Ltd. 100.00 100.00 700 700 691 691 46 22

Thanapakdi Co., Ltd. 100.00 100.00 700 700 697 697 84 26

Kanchanasingkorn Co., Ltd. 100.00 100.00 700 700 700 700 106 36

Sura Bangyikhan Co., Ltd. 100.00 100.00 4,000 4,000 4,000 4,000 1,772 1,388

Athimart Co., Ltd. 100.00 100.00 900 900 900 900 153 68

S.S. Karnsura Co., Ltd. 100.00 100.00 800 800 800 800 167 51

Kankwan Co., Ltd. 100.00 100.00 800 800 800 800 162 75

Theparunothai Co., Ltd. 100.00 100.00 700 700 700 700 146 57

Red Bull Distillery (1988) Co., Ltd. 100.00 100.00 5,000 5,000 5,000 5,000 345 310

United Winery and Distillery Co., Ltd. 100.00 100.00 1,800 1,800 1,800 1,800 90 94

Simathurakij Co., Ltd. 100.00 100.00 900 900 888 888 259 166

Nateechai Co., Ltd. 100.00 100.00 800 800 800 800 114 -

Luckchai Liquor Trading Co., Ltd. 100.00 100.00 800 800 766 766 116 41

Sura Piset Thipparat Co., Ltd. 100.00 100.00 1,000 1,000 1,010 1,010 10 -

Modern Trade Management Co., Ltd. 100.00 100.00 10 10 10 10 390 246

Pomkit Co., Ltd. 100.00 100.00 10 10 10 10 205 175

Pomklung Co., Ltd. 100.00 100.00 10 10 10 10 186 110

Pomchok Co., Ltd. 100.00 100.00 10 10 10 10 132 104

Pomcharoen Co., Ltd. 100.00 100.00 10 10 10 10 85 82

Pomburapa Co., Ltd. 100.00 100.00 10 10 10 10 189 176

Pompalang Co., Ltd. 100.00 100.00 10 10 10 10 110 57

Pomnakorn Co., Ltd. 100.00 100.00 10 10 10 10 138 106

Pomthip (2012) Co., Ltd. 100.00 100.00 10 10 10 10 67 -

Num Yuk Co., Ltd. 100.00 100.00 10 10 10 10 435 522

Num Kijjakarn Co., Ltd. 100.00 100.00 10 10 10 10 544 583

Num Palang Co., Ltd. 100.00 100.00 10 10 10 10 78 118

Num Muang Co., Ltd. 100.00 100.00 10 10 10 10 342 368

Num Nakorn Co., Ltd. 100.00 100.00 10 10 10 10 238 263

Num Thurakij Co., Ltd. 100.00 100.00 10 10 10 10 348 357

Numrungrod Co., Ltd. 100.00 100.00 10 10 10 10 400 442

Numthip Co., Ltd. 100.00 100.00 10 10 10 10 207 249

Thipchalothorn Co., Ltd. 100.00 100.00 1 1 3 3 294 261

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Ownership interest Paid-up capital Cost method Dividend income

2013 2012 2013 2012 2013 2012 2013 2012

(%) (in million Baht)

Subsidiaries (continued)

Krittayabun Co., Ltd. 100.00 100.00 5 5 27 27 732 844

Surathip Co., Ltd. 100.00 100.00 1 1 7 7 268 294

Sunthronpirom Co., Ltd. 100.00 100.00 5 5 25 25 292 271

Piromsurang Co., Ltd. 100.00 100.00 5 5 24 24 208 207

Thai Beverage Energy Co., Ltd. 100.00 100.00 860 860 864 864 - -

Thai Molasses Co., Ltd. 99.72 99.72 40 40 35 35 30 237

Feed Addition Co., Ltd. 100.00 100.00 1 1 32 32 43 26

Pan International (Thailand) Co., Ltd. 100.00 100.00 1 1 34 34 32 27

Charun Business 52 Co., Ltd. 100.00 100.00 122 122 84 84 - -

Thai Cooperage Co., Ltd. 100.00 100.00 300 300 296 296 82 -

Thai Beverage Recycle Co., Ltd. 100.00 100.00 123 123 134 134 43 -

Thai Beverage Logistics Co., Ltd. 100.00 100.00 1,012 1,012 1,012 1,012 340 -

Thai Beverage Marketing Co., Ltd. 100.00 100.00 300 300 300 300 321 299

United Products Co., Ltd. 100.00 100.00 350 350 376 376 - -

Dhospaak Co., Ltd. 100.00 100.00 25 25 61 61 12 14

Thai Beverage Training Co., Ltd. 100.00 100.00 3 3 2 2 11 7

C A C Co., Ltd. 100.00 - 30 - 30 - - -

International Beverage Holdings

Limited 100.00 100.00 13,738 8,006 13,738 8,006 - -

Cosmos Brewery (Thailand) Co., Ltd. 100.00 100.00 1,667 1,667 4,139 4,139 78 428

Thai Beverage Brands Co., Ltd. 100.00 100.00 5 5 39 39 1 -

Beer Chang Co., Ltd. 100.00 100.00 1 1 4,318 4,318 135 83

Archa beer Co., Ltd. 100.00 100.00 1 1 130 130 22 24

Sura Piset Phatra Lanna Co., Ltd. 100.00 100.00 1,000 1,000 1,015 1,015 - -

Oishi Group Plc. 79.66 89.26 375 375 5,540 6,207 134 385

Thai Drinks Co., Ltd. 100.00 100.00 60 60 60 60 - -

Total 60,351 54,589 85,447 80,352 11,871 11,947

None of the Company’s subsidiaries are publicly listed and consequently do not have published price quotations, except for Oishi Group Plc. which is listed on the Stock Exchange of Thailand. Based on the closing price of Baht 86.50 per share at 31 December 2013 (2012: Baht 157.00 per share), the fair value of the Company’s investment in Oishi Group Plc. is Baht 12,920 million (2012: Baht 26,276 million).

15. Investment properties

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Cost

At 1 January 1,070 808 - -

Adjustment for the prior acquired in

business combinations transaction (4) - - -

Additions - 161 - -

Transfer from property, plant and

equipment 16 166 101 - -

At 31 December 1,232 1,070 - -

Depreciation and impairment losses

At 1 January 211 130 - -

Transfer from property, plant and

equipment 16 - 44 - -

Depreciation charge for the year 6 37 - -

At 31 December 217 211 - -

Net book value

At 1 January 2012 678 678 - -

At 31 December 2012 and 1 January 2013 859 859 - -

At 31 December 2013 1,015 - - -

Land, which was part of the Group’s investment properties as at 31 December 2013 and 2012, were revalued by Thai Property Appraisal Lynn Phillips Co., Ltd. and Collier Co., Ltd., the firm of independent professional appraisers. The appraised value as at 31 December 2013 was Baht 458.87 million (2012: Baht 425.44 million).

Investment properties comprise of a number of commercial properties that are leased to third parties and idle land. Property, plant and equipment (see Note 16) have been transferred to investment properties, since they were no longer used by the Group

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16. P

rope

rty,

pla

nt a

nd e

quip

men

t

Cons

olid

ated

fina

ncia

l sta

tem

ents

Note

Land

Land

impr

ovem

ent

Build

ing,

bu

ildin

gs a

ndle

aseh

old

impr

ovem

ent

Mac

hine

ry and

equi

pmen

tOa

kba

rrel

s

Furn

iture

,fix

ture

san

d of

fice

equi

pmen

tVe

hicle

s

Asse

ts u

nder

cons

truc

tion

and

inst

alla

tion

Tota

l

(in m

illion

Bah

t)

Cost

/ re

valu

atio

n

At 1

Janu

ary

2012

15,2

001,

549

21,2

1249

,093

2,72

21,

214

4,26

775

496

,011

Addi

tions

134

152

173

729

165

422

2,85

64,

865

Surp

lus o

n la

nd re

valu

atio

n94

4-

--

--

--

944

Tran

sfer

s-

3519

51,

578

-46

7(1

,861

)-

Tran

sfer

to in

vest

men

t pro

pert

ies

15

(36)

(28)

(37)

--

--

-(1

01)

Disp

osal

s-

-( 9

9)(9

29)

-(7

6)(1

62)

(4)

(1,2

70)

Tran

slatio

n di

ffer

ence

s on

co

nsol

idat

ion

--

822

3-

-(1

2)21

At 3

1 De

cem

ber 2

012

and

1

Janu

ary

2013

16,2

421,

557

21,8

0050

,501

2,75

41,

349

4,53

41,

733

100,

470

Addi

tions

148

829

577

647

169

423,

357

4,84

2

Surp

lus o

n la

nd re

valu

atio

n65

1-

--

--

--

651

Tran

sfer

-95

856

1,81

4-

3912

(2,8

16)

-

Tran

sfer

to in

vest

men

t pro

pert

ies

15

(166

)-

--

--

--

(166

)

Disp

osal

s( 2

)-

(124

)(4

13)

(18)

(61)

(313

)-

(931

)

Tran

slatio

n di

ffer

ence

s on

co

nsol

idat

ion

11-

109

9828

1(2

)17

262

At 3

1 De

cem

ber 2

013

16,8

841,

660

22,9

3652

,776

2,81

11,

497

4,27

32,

291

105,

128

Cons

olid

ated

fina

ncia

l sta

tem

ents

Note

Land

Land

impr

ovem

ent

Build

ing,

bu

ildin

gs a

ndle

aseh

old

impr

ovem

ent

Mac

hine

ry and

equi

pmen

tOa

kba

rrel

s

Furn

iture

,fix

ture

san

d of

fice

equi

pmen

tVe

hicle

s

Asse

ts u

nder

cons

truc

tion

and

inst

alla

tion

Tota

l

(in m

illion

Bah

t)

Dep

reci

atio

n a

nd im

pai

rmen

t lo

sses

At 1

Janu

ary

2012

-89

49,

738

36,5

811,

962

818

2,65

1-

52,6

44

Depr

ecia

tion

char

ge fo

r the

yea

r-

7298

72,

103

132

163

396

-3,

853

Impa

irmen

t los

ses

--

(37)

(192

)-

3-

37(1

89)

Tran

sfer

s-

-( 2

9)28

1-

--

-

Tran

sfer

to in

vest

men

t pro

pert

ies

15

-(2

0)(2

4)-

--

--

(44)

Disp

osal

s-

-( 6

8)(8

40)

-(6

9)(1

53)

-(1

,130

)

Tran

slatio

n di

ffer

ence

s on

co

nsol

idat

ion

--

68

2-

--

16

At 3

1 De

cem

ber 2

012

and

1

Janu

ary

2013

-94

610

,573

37,6

882,

097

915

2,89

437

55,1

50

Depr

ecia

tion

char

ge fo

r the

yea

r-

761,

044

2,08

413

416

937

0-

3,87

7

Impa

irmen

t los

ses

--

-(2

3)-

(3)

--

(26)

Tran

sfer

s-

--

( 4)

-4

--

-

Disp

osal

s-

-( 9

5)(3

65)

(11)

(61)

(304

)-

(836

)

Tran

slatio

n di

ffer

ence

s on

co

nsol

idat

ion

--

5170

18-

(3)

-13

6

At 3

1 De

cem

ber 2

013

-1,

022

11,5

7339

,450

2,23

81,

024

2,95

737

58,3

01

Net

book

valu

e

At 1

Janu

ary

2012

15,2

0065

511

,474

12,5

1276

039

61,

616

754

43,3

67

At 3

1 De

cem

ber 2

012

and

1

Janu

ary

2013

16,2

4261

111

,227

12,8

1365

743

41,

640

1,69

645

,320

At 3

1 De

cem

ber 2

013

16,8

8463

811

,363

13,3

2657

347

31,

316

2,25

446

,827

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Property, plant and equipment under construction

As at 31 December 2013, a group of subsidiaries had assets under construction and installation, which were consisted of the construction under the New Central Kitchen project and new warehouse construction project totalling of Baht 608 million (2012: PET bottling beverage production by Cold Aseptic Filling, the New Central Kitchen project and machinery for UHT packing project totalling of Baht 658 million).

During 2013, subsidiaries revalued their land, which was performed by independent appraisers, on a market value basis. The said subsidiaries recognised the revaluation surplus on land of Baht 651 million (2012: Baht 944 million) that is recognised in other comprehensive income and presented in the revaluation surplus in equity in the same amount. The related deferred tax liability was Baht 129 million (2012: Baht 174 million).

The gross amount of the Group’s fully depreciated plant and equipment that was still in use as at 31 December 2013 amounted to Baht 36,861 million (2012: Baht 35,508 million).


Leaseholdimprovements

Furniture,fixtures

and officeequipment Vehicles

Assets under contruction and

installation Total

(in million Baht)

Cost

At 1 January 2012 13 155 15 3 186

Additions - 9 3 5 17

Disposals - (2) - (3) (5)

At 31 December 2012 and

1 January 2013 13 162 18 5 198

Additions - 21 8 1 30

Disposals - (1) (1) - (2)

At 31 December 2013 13 182 25 6 226

Depreciation and impairment losses

At 1 January 2012 4 117 12 - 133

Depreciation charge for the year 3 13 1 - 17

Disposals - (1) - - (1)


1 January 2013 7 129 13 - 149

Depreciation charge for the year 3 14 2 - 19

Disposals - (1) (1) - (2)

At 31 December 2013 10 142 14 - 166

Net book value

At 1 January 2012 9 38 3 3 53


1 January 2013 6 33 5 5 49

At 31 December 2013 3 40 11 6 60

The gross amount of the Company’s fully depreciated leasehold improvements and equipment that was still in use as at 31 December 2013 amounted to Baht 115 million (2012: Baht 105 million).

17. Goodwill



2013 2012 2013 2012

(in million Baht)

Cost

At 1 January 7,199 7,193 - -

Translation differences on consolidation 26 6 - -

At 31 December 7,225 7,199 - -

Impairment losses

At 1 January 161 159 - -

Translation differences on consolidation 12 2 - -

At 31 December 173 161 - -

Net book value

At 1 January 7,038 7,034 - -

At 31 December 7,052 7,038 - -

18. Other intangible assets

Consolidated financial statements

Computersoftware Trademarks Licences Total

(in million Baht)

Cost

At 1 January 2012 174 386 28 588

Additions 32 8 - 40

Disposals (2) - - (2)

Translation differences on

consolidation - 4 - 4


1 January 2013 204 398 28 630

Additions 36 3 - 39

Disposals (3) - 4 1



At 31 December 2013 237 409 32 678

Amortisation and impairment losses

At 1 January 2012 79 333 5 417

Amortisation for the year 28 8 21 57

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Computersoftware Trademarks Licences Total

(in million Baht)

Disposals (1) - - (1)


consolidation - (2) - (2)


1 January 2013 106 339 26 471

Amortisation for the year 28 8 1 37

Impairment losses - 6 - 6

Disposals (1) - (1) (2)



At 31 December 2013 133 359 26 518

Net book value

At 1 January 2012 95 53 23 171


1 January 2013 98 59 2 159

At 31 December 2013 104 50 6 160

The amortisation of trademarks is allocated to the cost of inventory and is recognised as cost of sales as inventory is sold; the amortisation of other intangible assets is included in cost of sales. The impairment loss is recognised in cost of sales in the statement of comprehensive income.


Computer software

(in million Baht)

Cost

At 1 January 2012 55

Additions 8

At 31 December 2012 and 1 January 2013 63

Additions 12

At 31 December 2013 75



Amortisation for the year 6





Computer software

(in million Baht)

Net book value




19. Leasehold rights


(in million Baht)

Cost


Translation differences on consolidation (2)


Addition 1

Translation differences on consolidation 11










Net book value




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20. Deferred tax

Deferred tax assets and liabilities as at 31 December were as follows:


Assets Liabilities

2013 2012 2013 2012

(in million Baht)

Total 1,297 1,101 (2,220) (2,078)

Set off of tax (905) (704) 905 704

Net deferred tax assets (liabilities) 392 397 (1,315) (1,374)


Assets Liabilities

2013 2012 2013 2012

(in million Baht)

Total 30 30 - -

Net deferred tax assets 30 30 - - Movements in total deferred tax assets and liabilities during the year were as follows:


(Charged) / credited to:

At 1 January

2013

Profitor loss

(Note 35)

Othercomprehensive

income

At 31December

2013

(in million Baht)

Deferred tax assets

Property, plant and equipment 191 59 - 250

Investment properties 21 - - 21

Long-term investments 1 - - 1

Inventories 323 (100) - 223

Provisions 13 (5) - 8

Employee benefit obligations 485 4 (44) 445

Loss carry forward 30 305 - 335

Others 37 (23) - 14

Total 1,101 240 (44) 1,297

Set off of tax (704) (905)

397 392



At 1 January

2013

Profitor loss

(Note 35)

Othercomprehensive

income

At 31December

2013

(in million Baht)

Deferred tax liabilities

Property, plant and equipment (2,032) (21) (129) (2,182)

Others (46) 3 5 (38)

Total (2,078) (18) (124) (2,220)

Set off of tax 704 905

(1,374) (1,315)

Net 222 (168)



At 1 January

2012

Profitor loss

(Note 35)

Othercomprehensive

income

At 31December

2012

(in million Baht)

Deferred tax assets

Property, plant and equipment 163 28 - 191

Investment properties 15 6 - 21

Long-term investments 1 - - 1

Inventories 301 22 - 323

Provisions 12 1 - 13

Employee benefit obligations 470 11 4 485

Loss carry forward 22 8 - 30

Others 18 19 - 37

Total 1,002 95 4 1,101

Set off of tax (661) (704)

341 397

Deferred tax liabilities

Property, plant and equipment (1,845) (13) (174) (2,032)

Others (68) 30 (8) (46)

Total (1,913) 17 (182) (2,078)

Set off of tax 661 704

(1,252) (1,374)

Net 112 (178)

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At 1 January

2013

Profitor loss

(Note 35)

Othercomprehensive

income

At 31December

2013

(in million Baht)

Deferred tax assets

Intangible assets 3 - - 3


Total 30 2 (2) 30



At 1 January

2012

Profitor loss

(Note 35)

Othercomprehensive

income

At 31December

2012

(in million Baht)

Deferred tax assets

Intangible assets 3 - - 3


Total 31 3 (4) 30

21. Other non-current assets

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Advance payments to

a specialist 40 1,529 1,579 287 296

Deposits 461 205 - -

Others 92 106 - -

Total 2,082 1,890 287 296

22. Interest-bearing liabilities

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Current

Bank overdrafts

Secured 1,218 1,112 - -

Unsecured with letters of comfort 186 12 - -

Unsecured - 5 - -

Short-term loans from financial

institutions

Promissory notes

Unsecured 763 2,243 - 600

Bills of exchange

Unsecured - 7,770 - 7,770

Trust Receipts

Unsecured - 193 - -

Bank overdrafts and short-term

loans from financial institutions 2,167 11,335 - 8,370

Current portion of long-term loans

from financial institutions

Unsecured 2,667 1,533 2,667 1,533

Unsecured with guarantee 7,523 3,139 - -

10,190 4,672 2,667 1,533

Short-term loans from related parties

Unsecured 7 - - 7,371 9,144

12,357 16,007 10,038 19,047

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Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Non-current

Long-term loans from financial

institutions

Unsecured 7,500 9,667 6,500 9,667

Unsecured with guarantee 46,843 78,479 - -

54,343 88,146 6,500 9,667

Debentures

Unsecured 1,000 - - -

Long-term loans from related parties

Unsecured 7 - - 17,770 13,875

55,343 88,146 24,270 23,542

Total 67,700 104,153 34,308 42,589

The periods to maturity of interest-bearing liabilities as at 31 December were as follows:

Consolidated



2013 2012 2013 2012

(in million Baht)

Within one year 12,357 16,007 10,038 19,047

After one year but within five years 55,343 88,146 24,270 23,542

Total 67,700 104,153 34,308 42,589

The principal features of the borrowings were as follows:

(a) Bank overdrafts are repayable on demand. As at 31 December 2013, the Group had total overdraft facilities amounting to Baht 6,065 million (2012: Baht 5,557 million) which were partially supported by letters of comfort issued by the Company.

(b) As at 31 December 2013, the Group had short-term loan facilities from several financial institutions totalling Baht 47,112 million (2012: Baht 46,750 million) with money market rates quoted by banks. The Group utilised short-term loans totalling Baht 763 million (2012: Baht 2,243 million), which was consisted of promissory notes issued by the Group to several domestic financial institutions, and an indirect subsidiary had trust receipts facility with a financial institution totalling Baht 800 million (2012: Baht 800 million). There was no outstanding utilised trust receipts as at 31 December 2013 (2012: Baht 193 million).

On 27 February 2009, the Board of Directors approved the issuance and offering of short-term bills of exchange in the amount not exceeding Baht 10,000 million. The said bills represented short-term bills of exchange offered to and exchanged among institutional investors and/or substantial high net worth investors as prescribed in accordance with Notifications of the Securities and Exchange Commission. Subsequently on 20 November 2012, the Board of Directors has approved an additional Baht 8,000 million for issuance and offering short-term bill of exchange. On 26 February 2013, the Board of Directors of a subsidiary approved the said subsidiary to issue and offer short-term bills of exchange of Baht 3,000 million. The total amount

of the Group to issue and offer short-term bills of exchange would not exceed Baht 21,000 million. There was no outstanding principal amount of the bills of exchange as at 31 December 2013 (2012: Baht 7,800 million).

(c) In August 2011, the Company entered into long-term loan agreement with a financial institution amounting to Baht 2,400 million which is to be monthly repaid in 12 installments, of Baht 200 million each, commencing from July 2012 to June 2013, interest is payable monthly at 4.07% per annum. As at 31 December 2013, there was no outstanding balance (2012: Baht 1,200 million).

In November 2011, the Company entered into long-term loan agreements with three financial institutions in the amount of Baht 10,000 million which will be repaid commencing from November 2013 to November 2016 with interest payable monthly, every six months and every three months for the financial institution No. 1, 2 and 3, respectively, with interest ranging from 3 - 4.3 % per annum. Details are as follows:

Repayment

Financial institution AmountNumber of

installmentsEach

installmentPayment

due

(in million Baht) (in million Baht)

No. 1 2,000 12 166.60 29 Nov 13

(last installment to 13 Nov 14

167.40)

No. 2

Tranche A 1,500 1 1,500 14 Nov 14

Tranche B 1,500 1 1,500 14 May 15

Tranche C 1,000 1 1,000 16 Nov 15

No. 3

Tranche A 1,000 1 1,000 4 Feb 16

Tranche B 1,000 1 1,000 4 May 16

Tranche C 1,000 1 1,000 4 Aug 16

Tranche D 1,000 1 1,000 4 Nov 16

Total 10,000 The aforementioned long-term loans from financial institutions are unsecured.

In November 2013, the Company repaid the dued long-term loans from financial institutions to the financial institution No.1 of Baht 333.20 million. In addition, on 27 December 2013, the Company repaid the long-term loan prior to the maturity date together with interest payable without any penalty fee or repayment expense. The total principle repaid prior to the maturity date was Baht 499.80 million. As at 31 December 2013, the Company had the outstanding balance of long-term loans from the financial institutions of Baht 9,167 million (2012: Baht 10,000 million).

(d) At the annual general meeting of the shareholders of a direct subsidiary held on 25 April 2012, the shareholders approved to issue and offer the debentures not exceeding Baht 3,000 million for the operation and expansion of the business of the subsidiary with period not exceeding ten years. Upon redemption of the debentures issued within the stated amount, the subsidiary can re-issue on a revolving basis under certain conditions. Subsequently on 7 August 2013, the aforesaid subsidiary issued the debentures totalling principle amount of Baht 1,000 million with three year redemption period on 7 August 2016 with interest rate at 4% per annum.

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(e) In August 2012, an overseas subsidiary entered into a bridging loan facility agreement with three branches of foreign financial institutions in Singapore, amounting to SGD 2,800 million, which was to be repaid within one year. In December 2012, the subsidiary fully repaid the aforesaid bridge loan, including all interest payable to the financial institutions prior to maturity date without any penalty fees.

(f) In December 2012, an overseas subsidiary entered into a long-term loan facility agreement with seven branches of foreign financial institutions in Singapore, amounting to SGD 3,300 million. The long-term loan is repayable in installments every six months over the next five years. The aforesaid subsidiary had utilised the whole amount of the loan in the same month. Proceeds received from the loan used to repay short-term loans from financial institutions amounting to SGD 2,800 million as disclosed in (e). The aforementioned long-term loans from financial institutions are unsecured, but guaranteed by the Company. The aforesaid subsidiary repaid the partial loans prior to the maturity date without any penalty fees amounted to SGD 1,049.31 million and repaid in two installments, each installment amounted to SGD 66 million. The total repayment was SGD 132 million. The outstanding amount of the long-term loan as at 31 December 2013 was SGD 2,118.69 million

(g) In March 2013, an indirect subsidiary entered into long-term loans agreement with a financial institution amounting to Baht 1,000 million which was to be repaid monthly in 5 installments, Baht 200 million each, commencing from November 2015 to March 2016, interest was monthly payable at 3.85% per annum.

The currency denomination of interest-bearing liabilities as at 31 December was as follows:



2013 2012 2013 2012

(in million Baht)



foreign subsidiaries 13,237 22,535 34,308 42,589

Singapore Dollars (SGD) 54,366 81,618 - -

Pound Sterling (GBP) 97 - - -

Total 67,700 104,153 34,308 42,589

23. Trade accounts payable

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Related parties 7 1,524 1,459 - -

Other parties 3,678 3,649 - -

Total 5,202 5,108 - -

The currency denomination of trade accounts payable as at 31 December was as follows:



2013 2012 2013 2012

(in million Baht)



foreign subsidiaries 4,923 4,745 - -

Australian Dollars (AUD) 117 151 - -


Euro (EUR) 76 137 - -

Pound Sterling (GBP) - 63 - -

Others 5 2 - -

Total 5,202 5,108 - -

24. Other payables



2013 2012 2013 2012

(in million Baht)

Accrued expenses 1,559 1,990 81 120

Accrued promotion expenses 1,171 1,171 - -

Accounts payable for purchase of assets 538 519 12 1

Advanced payments from customers

for purchase of goods 453 275 - -

Others 218 258 46 45

Total 3,939 4,213 139 166

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The currency denomination of other payables as at 31 December was as follows:



2013 2012 2013 2012

(in million Baht)



subsidiaries 3,623 3,896 139 166

Hong Kong Dollars (HKD) 159 - - -


Singapore Dollars (SGD) 62 104 - -

Euro (EUR) 36 53 - -

Pound Sterling (GBP) 7 1 - -

Japanese Yen (JPY) - 2 - -

Australia Dollars (AUD) - 1 - -

Others 1 - - -

Total 3,939 4,213 139 166

25. Employee benefit obligations



2013 2012 2013 2012

(in million Baht)

Statement of financial position

Obligations for:

Short-term employee benefits

- accumulated annual leave 9 9 - -

Long-term employee benefits

- long service award 52 68 - -

- provision for executive incentive plan - 18 - -

Post-employment benefits

- provident fund - 2 - -

- compensation plan based on Thai Labour law 2,253 2,358 138 134

Total 2,314 2,455 138 134



2013 2012 2013 2012

(in million Baht)

Current

Short-term provisions - 18 - -

Non-current

Employee benefit obligations 2,314 2,437 138 134

Total 2,314 2,455 138 134

Year ended 31 December

Recognised in statement of income:

Compensation plan based on Thai Labour law 238 235 16 18

Actuarial gains recognised during the year (29) - - -

209 235 16 18

Recognised in statement of comprehensive

income:

Actuarial (gains) losses recognised during the year (218) 21 (10) (21)

Cumulative actuarial (gains) losses recognised (175) 43 (66) (56)

Compensation plan based on Thai Labour law

The Group and the Company operate a defined benefit pension plan based on the requirement of Thai Labour Protection Act B.E. 2541 (1998) to provide retirement benefits to employees based on pensionable remuneration and length of service.

The statement of financial position obligation was determined as follows:



2013 2012 2013 2012

(in million Baht)

Present value of unfunded obligations 2,489 2,394 204 190

Unrecognised actuarial (gains) losses (175) 43 (66) (56)

Statement of financial position obligation 2,314 2,437 138 134

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Movement in the present value of the defined benefit obligations:



2013 2012 2013 2012

(in million Baht)

Defined benefit obligations at 1 January 2,437 2,341 134 139

Benefits paid by the plan (114) (156) (2) (2)

Current service costs and interest 238 235 16 18

Actuarial (gains) losses recognised in other

comprehensive income (218) 21 (10) (21)

Actuarial gains recognised in statement of income (29) - - -

Disposal of subsidiary - (4) - -

Defined benefit obligations at 31 December 2,314 2,437 138 134

Expense recognised in statement of income:



2013 2012 2013 2012

(in million Baht)

Current service costs 153 153 11 13

Interest on obligation 85 82 5 5

Actuarial gains recognised in statement of income (29) - - -

Total 209 235 16 18

The expense is recognised in the following line items in the statement of income:



2013 2012 2013 2012

(in million Baht)

Cost of sales and cost of rendering of services 54 46 16 17

Selling expenses 101 107 - -

Administrative expenses 54 82 - 1

Total 209 235 16 18

Actuarial (gains) and losses recognised in the statement of comprehensive income:



2013 2012 2013 2012

(in million Baht)

Included in retained earnings:

At 1 January 43 22 (56) (35)

Recognised during the year (218) 21 (10) (21)

At 31 December (175) 43 (66) (56)

Principal actuarial assumptions at the reporting date (expressed as weighted averages):



2013 2012 2013 2012

(% per annum)

Discount rate 3.65 - 3.75 3.50 - 3.60 4.25 3.60

Future salary increases 5.00 - 6.00 5.00 - 6.50 5.00 5.00

Assumptions regarding future mortality are based on published statistics and mortality tables.

26. Share capital

Par valueper share

2013 2012

Number Baht Number Baht

(in Baht) (million shares / million Baht)

Authorised

At 1 January

- ordinary shares 1 29,000 29,000 29,000 29,000

At 31 December

- ordinary shares 1 29,000 29,000 29,000 29,000

Issued and paid-up

At 1 January

- ordinary shares 1 25,110 25,110 25,110 25,110

At 31 December

- ordinary shares 1 25,110 25,110 25,110 25,110

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

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Share premium

Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“Share premium”). Share premium is not available for dividend distribution.

27. Reserves

Reserves comprise:

Appropriations of profit and/or retained earnings

Legal reserveSection 116 of the Public Companies Act B.E. 2535 requires that a public company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, if any, to a reserve account (“Legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.

Other components of equity

Currency translation differencesThe currency translation differences account within equity comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

Fair value changes in available-for-sale investmentsThe fair value changes in available-for-sale investments account within equity comprise the cumulative net change in the fair value of available-for-sale investments until the investments are derecognised or impaired.

Valuation surplusThe valuation surplus account within equity comprises the cumulative net change in the valuation of property, plant and equipment included in the financial statements at valuation until such property, plant and equipment is sold or otherwise disposed of.

Movements in reserves

Movements in reserves are shown in the statements of changes in equity.

28. Operating segment

Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segments, is based on the Group’s management and internal reporting structure.

Inter-segment pricing is determined on mutually agreed terms.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise net foreign exchange gain or loss, parts loans and related finance costs, and some items of investments.

In preparing segmental information, those liabilities and related interest expense that are not specifically attributable to a particular segment are allocated on a percentage of net assets basis. Management believes this to be a fair indication of the actual use of the liabilities.

Business segments

The Group comprises the following main business segments:

Spirits Production and sales of branded spirits products (mostly outside the Group);Beer Production and sales of branded beer products (mostly outside the Group);Non-alcoholic beverages Production and sales of branded water, soda, ready-to-drink coffee, energy drink, green tea and fruit flavoured drinks (mostly outside the Group); andFood Japanese restaurants and distribution of foods and beverages (mostly outside the Group)

Geographical segments

Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are located in foreign countries.

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.

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Busi

nes

s se

gm

ent

resu

lts

Sp

irits

Be

er

Non-

alco

holic

be

vera

ges

Fo

od

Elim

inat

ion

To

tal

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

(in m

illion

Bah

t)

Reve

nue

from

sale

to

ex

tern

al p

artie

s99

,866

93,0

5632

,925

34,3

7617

,013

28,2

935,

967

5,31

9-

-15

5,77

116

1,04

4

Inte

r-se

gmen

t rev

enue

5010

510

105

19

-(7

4)(1

16)

--

Inte

rest

inco

me

4332

129

1232

11

--

6874

Othe

r inc

ome

357

253

204

154

355

562

3228

(73)

(60)

875

937

Tota

l allo

cate

d in

com

e10

0,31

693

,446

33,1

5134

,549

17,3

8528

,888

6,00

95,

348

(147

)(1

76)

156,

714

162,

055

Cost

of s

ale

of g

oods

67,6

9660

,747

28,0

5930

,429

12,7

4621

,215

3,57

83,

274

(46)

(43)

112,

033

115,

622

Sellin

g ex

pens

es

3,38

93,

164

3,79

93,

481

4,80

45,

036

653

582

(54)

(31)

12,5

9112

,232

Adm

inist

rativ

e ex

pens

es5,

137

5,25

91,

758

2,03

11,

744

1,83

51,

553

1,33

2(4

7)(1

02)

10,1

4510

,355

Fina

nce

cost

s15

231

347

143

147

170

69

--

352

635

Tota

l allo

cate

d ex

pens

es76

,374

69,4

8333

,663

36,0

8419

,441

28,2

565,

790

5,19

7(1

47)

(176

)13

5,12

113

8,84

4

Prof

it (lo

ss) b

efor

e

in

com

e ta

x ex

pens

e23

,942

23,9

63(5

12)

(1,5

35)

(2,0

56)

632

219

151

--

21,5

9323

,211

Inco

me

tax

expe

nse

(inco

me)

4,85

05,

468

(65)

(279

)(5

92)

(78)

4335

--

4,23

65,

146

Allo

cate

d pr

ofit

(loss

) for

the

year

19,0

9218

,495

(447

)(1

,256

)(1

,464

)71

017

611

6-

-17

,357

18,0

65

Una

lloca

ted

item

s:

- Sh

are

of p

rofit

of a

ssoc

iate

s3,

272

749

- Ga

in o

n pu

rcha

se o

f

in

vest

men

t in

asso

ciate

s-

12,6

88

- Ne

t for

eign

exc

hang

e ga

in (l

oss)

340

(1,9

76)

- Fi

nanc

e co

sts

(1,9

67)

(766

)

Prof

it fo

r the

yea

r19

,002

28,7

60

Busi

nes

s se

gm

ent

finan

cial

posi

tion

Sp

irits

Be

er

Non-

alco

holic

be

vera

ges

Fo

od

Tota

l

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

(in m

illion

Bah

t)

Inve

ntor

ies

27,4

8326

,940

4,69

63,

675

2,48

82,

216

170

141

34,8

3732

,972

Prop

erty

, pla

nt

an

d eq

uipm

ent

18,0

5318

,132

11,2

3011

,454

15,5

3014

,560

2,01

41,

174

46,8

2745

,320

Othe

r ass

ets

11,9

389,

413

4,25

53,

518

9,02

211

,334

1,31

01,

134

26,5

2525

,399

Tota

l allo

cate

d as

sets

57,4

7454

,485

20,1

8118

,647

27,0

4028

,110

3,49

42,

449

108,

189

103,

691

Una

lloca

ted

item

s:

- In

vest

men

ts in

ass

ocia

tes

75,1

4010

3,99

5

Tota

l ass

ets

183,

329

207,

686

Inte

rest

-bea

ring

liabi

litie

s6,

266

11,7

372,

013

3,88

24,

800

6,55

325

136

313

,330

22,5

35

Othe

r lia

bilit

ies

8,76

18,

808

2,67

52,

410

5,07

06,

417

1,13

192

617

,637

18,5

61

Tota

l allo

cate

d lia

bilit

ies

15,0

2720

,545

4,68

86,

292

9,87

012

,970

1,38

21,

289

30,9

6741

,096

Una

lloca

ted

item

s:

- Lo

ans f

rom

fina

ncia

l ins

titut

ions

54,3

6981

,618

Tota

l lia

bilit

ies

85,3

3612

2,71

4

Capi

tal e

xpen

ditu

re1,

369

1,93

842

919

71,

966

2,16

21,

117

609

4,88

14,

906

Depr

ecia

tion

1,51

71,

456

703

792

1,30

91,

329

354

280

3,88

33,

857

Amor

tisat

ion

1918

56

1435

1213

5072

(Rev

ersa

l of)

impa

irmen

t

lo

sses

-36

--

(22)

(225

)(4

)-

(26)

(189

)

Gain

(los

s) o

n di

spos

al

o

f ass

ets

3730

5039

658

(11)

(4)

141

73

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Certain operating segment information in 2012 have been reclassified to conform to the presentation in 2013. The reclassification of the operating segment information regarding the results of each reportable segment have been made because, management believes that such information is the most relevant in evaluating the results of certain segments. The new classification is more appropriate to the Group’s business.

Geographical segments

The segment financial information of the Group based on geographical segments in the consolidated financial statements for the years ended 31 December was as follows:


Income Property, plant and equipment

2013 2012 2013 2012

(in million Baht)

Thailand 151,166 155,642 45,232 43,963

Overseas 5,548 6,413 1,595 1,357

Total 156,714 162,055 46,827 45,320

As disclosed in Note 4 (c), following the adoption of TFRS 8 - Operating Segment from 1 January 2013, the Group has changed its policy for reporting information on operation segments.

29. Other incomeConsolidated



2013 2012 2013 2012

(in million Baht)

Gain on disposal of assets 150 65 - -

Gain on sale of investment 26 43 1,896 33

Revenue from sales of scraps 125 304 - -

Others 471 345 84 29

Total 772 757 1,980 62

30. Selling expensesConsolidated



2013 2012 2013 2012

(in million Baht)

Personnel expenses 3,386 3,383 - -

Marketing and advertising expenses 4,840 4,277 - -

Travelling expenses 1,480 1,526 - -

Transportation expenses 808 1,037 - -

Commission expenses 248 249 - -

Others 1,828 1,760 - -

Total 12,590 12,232 - -

31. Administrative expenses



2013 2012 2013 2012

(in million Baht)

Management personnel compensation 365 371 425 399

Personnel expenses 4,108 4,262 12 13

Idle capacity 595 997 - -

Travelling expenses 375 414 2 1

Rental fee 491 433 1 1

Depreciation and amortisation charges 866 847 1 1

Donation 691 515 5 3

Hire and service fees 455 709 - -

Others 2,201 1,838 22 20

Total 10,147 10,386 468 438

32. Employee benefit expenses



2013 2012 2013 2012

(in million Baht)

Management

Salaries and wages 220 223 220 223

Bonus 168 150 168 150

Pension costs - defined contribution plans 4 3 4 3

Others 71 80 33 23

463 456 425 399

Other employees

Salaries and wages 7,459 6,862 279 260

Bonus 868 1,465 32 92

Overtime and perdiem allowance 654 707 15 12

Pension costs - defined contribution plans 116 106 6 5

Others 1,431 1,396 93 94

10,528 10,536 425 463

Total employee benefit expenses 10,991 10,992 850 862

Defined benefit plans

Details of the defined benefit plans are given in Note 25.

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Defined contribution plans

The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 2% to 3% of their basic salaries and by the Group at rates ranging from 2% to 3% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager. 33. Expenses by nature

The statements of income include an analysis of expenses by function. Expenses by nature disclosed in accordance with the requirements of various TFRS were as follows:



2013 2012 2013 2012

(in million Baht)

Included in cost of sales of goods

and cost of rendering of services:

Changes in inventories of finished

goods and work in progress 15 (2,979) - -

Raw materials, consumables and

excise tax used 103,484 106,265 - -

Employee benefit expenses 3,132 3,034 399 437

Depreciation and amortisation 2,357 2,215 24 23

Included in selling expenses:

Marketing and sales promotion expenses 1,948 1,694 - -

Advertising and public relations 2,892 2,582 - -

Included in administrative expenses:

Employee benefit expenses 4,473 4,262 437 412

Depreciation and amortisation 866 847 1 1

Rental fee 491 433 1 1

34. Finance costs

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Interest expense:

Related parties 7 - - 1,176 1,032

Financial institutions 2,315 1,035 425 671

Exchange differences 3 3 - -

Total interest expense 2,318 1,038 1,601 1,703

Other finance costs 1 363 - -

Total 2,319 1,401 1,601 1,703

35. Income tax expense

Income tax recognised in profit or loss

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Current tax expense

Current year 4,446 5,249 670 259

Under (over) provided in prior years 12 9 (2) (2)

4,458 5,258 668 257

Deferred tax expense 20

Movements in temporary differences 83 (104) (2) (3)

Recognition of previously unrecognised

tax losses (305) (8) - -

(222) (112) (2) (3)

Total income tax expense 4,236 5,146 666 254

Income tax recognised in other comprehensive income


2013 2012

Beforetax

Tax(expense)

benefitNet of

taxBefore

tax

Tax(expense)

benefitNet of

tax

(in million Baht)

Share of other comprehensive

income of associates 1,192 - 1,192 1,264 - 1,264

Foreign currency

translation differences

for foreign operations 784 - 784 155 - 155

Revaluation of property 651 (129) 522 903 (174) 729

Available-for-sale financial assets (26) 5 (21) 41 (8) 33

Defined benefit plan

actuarial gains (losses) 218 (44) 174 (21) 4 (17)

Total 2,819 (168) 2,651 2,342 (178) 2,164

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2013 2012

Beforetax

Tax(expense)

benefitNet of

taxBefore

tax

Tax(expense)

benefitNet of

tax

(in million Baht)

Defined benefit plan

actuarial gains (losses) 10 (2) 8 21 (4) 17

Total 10 (2) 8 21 (4) 17

Reconciliation of effective tax rate


2013 2012

Rate (%) (in million Baht) Rate (%) (in million Baht)

Profit for the year 19,002 28,759

Total income tax expense 4,236 5,146

Profit before total income tax expense 23,238 33,905

Income tax using the Thai corporation tax rate 20.00 4,648 23.00 7,798

Effect of different tax rates in foreign jurisdictions (98) (746)

Income not subject to tax (1,337) (2,710)

Expenses not deductible for tax purposes 938 745

Recognition of previously unrecognised tax losses (2) 48

Current year losses for which no deferred tax

asset was recognised 75 2

Under provided in prior years 12 9

Total 18.23 4,236 15.18 5,146


2013 2012

Rate (%) (in million Baht) Rate (%) (in million Baht)

Profit for the year 14,525 12,692

Total income tax expense 666 254

Profit before total income tax expense 15,191 12,946

Income tax using the Thai corporation tax rate 20.00 3,038 23.00 2,978

Income not subject to tax (2,374) (2,748)

Expenses not deductible for tax purposes 4 26

Over provided in prior years (2) (2)

Total 4.38 666 1.96 254

Income tax reduction

Royal Decree No. 530 B.E. 2554 dated 21 December 2011 grants a reduction in the corporate income tax rate for the three accounting periods 2012, 2013 and 2014; from 30% to 23% for the accounting period 2012 which begins on or after 1 January 2012 and to

20% for the following two accounting periods 2013 and 2014 which begin on or after 1 January 2013 and 2014, respectively.

It is understood that the Government will proceed to amend the law in order to maintain the corporate income tax rate at not higher than 20% for the accounting period 2015 which begins on or after 1 January 2015 and onwards in order to give full effect to the Cabinet resolution dated 11 October 2011 to increase Thailand’s tax competitiveness. 36. Promotional privileges

By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, two subsidiaries have been granted privileges by the Board of Investment relating to the production of bio-gas and the production of beverage. The privileges granted include:

The production of bio-gas

(a) exemption from payment of import duty on machinery approved by the Board;

(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is first derived from such operations;

(c) a 50% reduction in the normal tax rate on the net profit derived from certain operations for a period of five years, commencing from the expiry date in (b) above; and

(d) exemption from income tax on dividend income derived from certain promoted operations for a period of eight years.

The production of beverage

(a) exemption from payment of import duty on machinery approved by the Board;

(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is first derived from such operations; and

(c) exemption from income tax on dividend income derived from certain promoted operations for a period of eight years.

As promoted companies, the aforementioned subsidiaries must comply with certain terms and conditions prescribed in the promotional certificates.

Summary of revenue from promoted and non-promoted businesses:



2013 2012 2013 2012

(in million Baht)

Promoted businesses 4,909 4,252 - -

Non-promoted businesses 150,862 156,792 - -

Total income 155,771 161,044 - -

Privileges granted to business operator in Free Zone

In 2004, a subsidiary was granted approval from the Customs Department to operate in a “Free Zone”, whereby the subsidiary obtains privileges related to the payment of import and export taxes, valued added tax and excise tax. Various other privileges are also granted.

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37. Basic earnings per share

The calculations of basic earnings per share for the years ended 31 December 2013 and 2012 were based on the profit for the years attributable to ordinary shareholders of the Company and the number of ordinary shares outstanding during the years as follows:



2013 2012 2013 2012

(in million Baht / million shares)

Profit attributable to ordinary shareholders of

the Company (basic) 19,130 28,493 14,525 12,692

Number of ordinary shares outstanding 25,110 25,110 25,110 25,110

Earnings per share (basic) (in Baht) 0.76 1.13 0.58 0.51

38. Dividends

At the meeting of the Board of Directors held on 14 August 2013, the Board of Directors approved the interim dividend payment for the year 2013 of 25,110 million ordinary shares at Baht 0.14 per share, totalling Baht 3,515 million.

At the annual general meeting of the shareholders of the Company held on 25 April 2013, the shareholders approved the appropriation of dividend of Baht 0.42 per share, amounting to Baht 10,546 million. On 11 September 2012, the interim dividend of Baht 0.14 per share was paid, totalling Baht 3,515 million. The remaining dividend of Baht 0.28 per share, totalling Baht 7,031 million was paid on 22 May 2013.

At the annual general meeting of the shareholders of the Company held on 27 April 2012, the shareholders approved the appropriation of dividend of Baht 0.37 per share, amounting to Baht 9,290 million. On 8 September 2011, the interim dividend of Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.22 per share, totalling Baht 5,524 million was paid on 24 May 2012.

39. Financial instruments

Financial risk management policies

The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes.

Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create and acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Capital management

The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital, which the Group defines as result from operating activities divided by total shareholders’ equity, excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders.

Interest rate risk

Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its

cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings (see Note 22). The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates.

The effective interest rates of loans receivable as at 31 December and the periods in which the loans receivable mature or re-price were as follows:


Effectiveinterest

rate(% per annum)

Within1 year

After1 year but

within5 years Total

(in million Baht)

2013

Current

Loans receivable - related parties 5.00 14,422 - 14,422

Non-current

Loans receivable - related parties 5.00 - 2,197 2,197

Total 14,422 2,197 16,619

2012

Current

Loans receivable - related parties 5.00 24,254 - 24,254

Non-current

Loans receivable - related parties 5.00 - 2,304 2,304

Total 24,254 2,304 26,558

The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods in which those liabilities mature or re-price were as follows:


Effectiveinterest

rate(% per annum)

Within1 year

After1 year but

within5 years Total

(in million Baht)

2013

Current

Bank overdrafts 1.84 1,404 - 1,404

Loans payable - financial institutions 2.93 763 - 763

Current portion of long-term loans - financial

institutions 2.28 10,190 - 10,190

Non-current

Debentures 4.00 - 1,000 1,000

Loans payable - financial institutions 2.01 - 54,343 54,343

Total 12,357 55,343 67,700

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Effectiveinterest

rate(% per annum)

Within1 year

After1 year but

within5 years Total

(in million Baht)

2012

Current

Bank overdrafts 2.02 1,129 - 1,129

Loans payable - financial institutions 3.06 2,436 - 2,436

Bills of exchange 3.23 7,770 - 7,770


institutions 2.67 4,672 - 4,672

Non-current


Total 16,007 88,146 104,153


Effectiveinterest

rate(% per annum)

Within1 year

After1 year but

within5 years Total

(in million Baht)

2013

Current


institutions 3.57 2,667 - 2,667

Loans payable - related parties 5.00 7,371 - 7,371

Non-current


Loans payable - related parties 5.00 - 17,770 17,770

Total 10,038 24,270 34,308

2012

Current

Loans payable - financial institutions 3.21 600 - 600

Current portion of long-term loans- financial

institutions 4.12 1,533 - 1,533

Loans payable - related parties 5.00 9,144 - 9,144

Bills of exchange 3.23 7,770 - 7,770

Non-current


Loans payable - related parties 5.00 - 13,875 13,875

Total 19,047 23,542 42,589

Foreign currency risk

The Group is exposed to foreign currency risk relating to purchases and sales of goods which are denominated in foreign currencies. The Group primarily utilises forward exchange contracts to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period.

At 31 December, the Group and the Company were exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies:

Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Singapore Dollars

Cash and cash equivalents 8 1 - - -

Loans to and other receivables from

related parties 7 - - 100 10,190

Interest-bearing liabilities 22 (54,366) (81,618) - -

Other payables 24 (62) (104) - -

Gross statement of financial

position exposure (54,427) (81,722) 100 10,190

Forwards to sell foreign currency - - - (9,889)

Net exposure (54,427) (81,722) 100 301

United States Dollars

Cash and cash equivalents 8 12 28 - -

Trade accounts receivable 10 33 13 - -

Other receivables 2 2 - -

Trade accounts payable 23 (81) (10) - -



position exposure (85) (123) - -

Estimated forecast purchase of goods (676) (661) - -

Estimated forecast other liabilities (27) (25) - -

Gross exposure (788) (809) - -

Forwards to buy foreign currency 17 221 - -

Net exposure (771) (588) - -

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Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Euro

Cash and cash equivalents 8 - 1 - -


Other receivables 1 - - -






Estimated forecast purchase of assets (138) (76) - -

Other provisions (149) (172) - -



Net exposure (404) (339) - -

Pound Sterling


Interest-bearing liabilities 22 (97) - - -

Trade accounts payable 23 - (63) - -



position exposure (103) 17 - -

Estimated forecast purchase of goods - (15) - -

Estimated forecast payment for

advertising (130) (119) - -


Forwards to buy foreign currency - 64 - -

Net exposure (233) (53) - -

Australia Dollars


Other payables 24 - (1) - -







Consolidated



Note 2013 2012 2013 2012

(in million Baht)

Hong Kong Dollars


Other payables 24 (159) - - -


position exposure (141) 34 - -

Japanese Yen

Other payables 24 - (2) - -


position exposure - (2) - -

Estimated forecast purchase of

machinery (470) (284) - -

Other provisions - (2) - -




Other foreign currencies


Other receivables 4 - - -


Other payables 24 (1) - - -


position exposure 7 9 - -

Other provisions (1) (1) - -

Gross exposure 6 8 - - Credit risk

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Group as and when they fall due.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. However, due to the large number of parties comprising the Group’s customer base, management does not anticipate material losses from its debt collection.

Liquidity risk

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

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Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The fair value of trade and other receivables and loans to and other receivables from related parties is taken to approximate the carrying value.

The fair value of other non-quoted long-term investments is taken to approximate the carrying value based on comparison with underlying net assets value.

The fair value of trade accounts payable, loans from related parties and other parties, other payables from related parties, and other current liabilities is taken to approximate the carrying value.

The fair value of loans is taken to approximate the carrying value. The loans are bearing interest at rates closed to current market rate.

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date for the residual maturity of the contract using a risk-free interest rate (based on government bonds).

Fair values of forward exchange contracts at 31 December were as follows:

Currencydenomination


2013 2012 2013 2012

(in million) (in million Baht )

Currency forwards

Assets

Hong Kong Dollars (HKD) 4.26 - 17 -

Singapore Dollars (SGD) 0.24 399.10 6 10,058

Pound Sterling (GBP) 0.03 - 1 -

Total 24 10,058

Liabilities

Australian Dollars (AUD) 6 13 161 415

Japanese Yen (JPY) 170 789 53 281

Euro (EUR) 1 11 52 436

United States Dollars (USD) 1 7 17 223

Pound Sterling (GBP) - 4 - 188

Total 283 1,543

40. Commitments with non-related parties



2013 2012 2013 2012

(in million Baht )

Capital commitments

Contracted but not provided for:

Land 2 52 - -

Buildings and other constructions 227 641 - -

Machinery and equipment 1,307 1,028 - -

Computer software 4 7 - -

Total 1,540 1,728 - -

Non-cancellable operating lease commitments

Within one year 489 455 12 8

After one year but within five years 492 379 26 17

After five years 99 91 - -

Total 1,080 925 38 25

Other commitments

Forward contracts to buy foreign currencies 286 1,580 - -

Forward contracts to sell foreign currencies (25) (10,154) - (10,152)

Goods and raw materials purchase agreements 1,212 1,376 - -

Specialist agreements 1,164 1,242 197 210

Unused letters of credit for goods and supplies 102 366 - -

Service agreements 658 747 4 1

Advertising services and sponsorship agreements 866 509 - -

Molasses purchase agreements 1,668 959 - -

Bank guarantees 354 368 42 40

Other agreements 35 31 - -

Total 6,320 (2,976) 243 (9,901)

Significant other commitments

Specialist agreements

In 2004, the Company and four subsidiaries entered into production and blending control agreements with a specialist for a period of 40 years from 1 August 2004 to 1 August 2044. Under the agreements, the Company and its subsidiaries are obliged to pay monthly service fees of Baht 4.3 million which are to be annually increased by 5% for the first 20 years from 1 August 2004 to 1 August 2024. Afterwards, the Company and its subsidiaries have to pay monthly service fees of Baht 0.25 million until the expiration of the agreements. Service fee under the agreements totalled Baht 1,766.2 million. Subsequently, the addendums were made on 5 January 2006, under which the Company and its subsidiaries have to pay additional amount to this specialist amounting to Baht 2,000 million. Therefore, the total service fees under the agreements both outstanding and already paid by the Company and its subsidiaries amounted to Baht 3,766.2 million.

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As at 31 December 2013 the remaining commitments to be paid, relating to these agreements, amounted to Baht 1,163.9 million (2012: Baht 1,241.7 million).

Sponsorship agreement

On 10 February 2012, a subsidiary has entered into a sponsorship agreement with two football clubs in Spain, for a period of three years from 27 February 2012 to 30 June 2015 and from 1 January 2012 to 31 December 2014 respectively in order to promote the Company’s products as specified in the agreement, whereby the Company is granted a license to utilise the trade names, trademarks, images and logos of the owner parties. The subsidiary is obliged to pay total amounts of Euro 6.55 million during three years at the condition specified in the agreements.

In 2010, a subsidiary renewed a sponsorship agreement with Everton Football Club, in the United Kingdom, for a period of three years from 1 June 2011 to 31 May 2014 in order to promote the Group’s businesses globally. Under the agreement, the subsidiary is obliged to pay a minimum amount of GBP 0.6 million and a maximum amount of GBP 2.6 million per year, dependent on the performance of Everton football team in each year.

Hot-fill PET bottle trading agreement

In 2005, an indirect subsidiary entered into a hot-fill PET bottle trading agreement with a local bottle manufacturing company according to the quantity required from the indirect subsidiary on a monthly basis at the price specified in the agreement. The agreement is for a 15-year period, commencing 150 days after the agreement date. Subsequently, on 15 November 2006, the said indirect subsidiary entered into new agreement for a period of fourteen years and two months from 1 December 2006 to 31 January 2021.

Material and package trading agreement

In 2007, a subsidiary and an indirect subsidiary entered into a material and package trading agreement with a local company for distribution of products to the Group’s shops and for materials and packaging management. The two subsidiaries committed to pay the service charge at the rate specified in the agreement for a period of three years from 1 April 2007 to 31 March 2010. Subsequently in April 2010, the said subsidiaries entered into new agreements for a period of two years and eight months from 1 May 2010 to 31 December 2012 with the renewal option for another three years.

Transportation agreement

In 2007, a subsidiary and an indirect subsidiary entered into a transportation agreement with a local company to transport products from factory to the destination. Transportation cost is calculated for each trip at the rate stated in the agreement. The term of the agreement is three years from 1 November 2007 to 31 October 2010. Subsequently on 1 February 2010, the said subsidiaries entered into a new agreement due to the transportation fee rate adjustment. The term of the agreement is three years from 1 January 2010 to 31 December 2012. On 1 July 2010, the indirect subsidiary amended the period of agreement, for two years starting from 1 July 2010 to 30 June 2012. The agreement will be extended for successive terms of one year if no prior written notice is given by any one party to the other.

License agreement

A subsidiary entered into a license agreement with an overseas company for operating Japanese restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 20 May 2008. Unless there is a notification to terminate the agreement within 180 days before the expiration, this agreement continues to be in effect for the successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement. Subsequently at the Executive Board of Directors’ meeting held on 10 August 2011, the directors agreed to terminate the aforementioned agreement. The subsidiary was not subject to pay for any compensation for termination before the expiration.

On 29 June 2009, the said subsidiary entered into a license agreement with another overseas company for operating Japanese restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 29 June 2009. Unless there is a notification to terminate the agreement within 180 days before the expiration, this agreement continues to be in effect for the

successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement.

Natural gas trading agreement

On 30 September 2009, an indirect subsidiary entered into a natural gas trading agreement with a local company at the condition specified in the agreement for a period of 7 years from 21 December 2009 to 30 November 2016 with the renewal option by written notice not less than 90 days before the expiration.

41. Events after the reporting period

At the Board of Directors’ meeting held on 27 February 2014, the Board of Directors agreed to propose a dividend payment for the year of Baht 0.44 per share, totalling Baht 11,048 million. The interim dividend paid was Baht 0.14 per share, totalling Baht 3,515 million. The remaining dividend payment is Baht 0.30 per share, totalling Baht 7,533 million.

At the Board of Directors’ meeting held on 27 February 2014, the Board of Directors unanimously approved for International Beverage Holdings Limited, the Company’s subsidiary, to increase its authorised share capital amounting to HKD 2,460 million, and InterBev Investment Limited, the Company’s indirect subsidiary, to increase its authorised share capital amounting to SGD 400 million.

On 19 February 2014, an overseas subsidiary partially repaid the long-term loan from financial institution prior to the maturity date without any penalty fees. The total repaid principle prior to the maturity date amounting to SGD 60.32 million. Therefore, the outstanding amount of the long-term loan was SGD 2,058.37 million (2013: SGD 2,118.69 million).

On 11 February 2014, an associate of the Company announced a proposed capital reduction exercise involving a cash distribution to its shareholders of SGD 0.42 per ordinary share. Based on the number of existing issued shares, as at the date of this announcement, an aggregate amount was approximately SGD 607 million. The proposed capital reduction is subjected to approval from regulatory authorities and approval from shareholders and the Company’s indirect subsidiary will receive capital reduction in cash amount of approximately SGD 173 million.

On 10 January 2014, the Company repaid the remaining long-term loan from financial institution to a domestic financial institution prior to the maturity date without any penalty fees amounting to Baht 1,167 million.

42. Thai Financial Reporting Standards (TFRS) not yet adopted

The Group has not adopted the new and revised TFRS that have been issued but are not yet effective. Those new and revised TFRS that are applicable to the Group’s operations, which become effective for annual financial periods beginning on or after 1 January in the year indicated in the following table, are as follows:

TFRS Topic Year effective TAS 1 (revised 2012) Presentation of financial statements 2014 TAS 7 (revised 2012) Statement of Cash Flows 2014 TAS 12 (revised 2012) Income Taxes 2014 TAS 17 (revised 2012) Leases 2014 TAS 18 (revised 2012) Revenue Recognition 2014 TAS 19 (revised 2012) Employee Benefits 2014 TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates 2014

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TFRS Topic Year effective

TAS 24 (revised 2012) Related Party Disclosures 2014 TAS 28 (revised 2012) Investments in Associates 2014 TAS 31 (revised 2012) Interests in Joint Ventures 2014 TAS 34 (revised 2012) Interim Financial Reports 2014 TAS 36 (revised 2012) Impairment of Assets 2014 TAS 38 (revised 2012) Intangible Assets 2014 TFRS 2 (revised 2012) Share-based Payment 2014 TFRS 3 (revised 2012) Business Combinations 2014 TFRS 5 (revised 2012) Non-current Assets held for Sale and Discontinued Operations 2014 TFRS 8 (revised 2012) Operating Segments 2014 TFRIC 1 Changes in Existing Decommissioning, Restoration 2014 and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease 2014 TFRIC 5 Rights to Interests arising from Decommissioning, 2014 Restoration and Environmental Rehabilitation Funds TFRIC 10 Interim Financial Reporting and Impairment 2014 TFRIC 13 Customer Loyalty Programmes 2014 TFRIC 17 Distributions of Non-cash Assets to Owners 2014 TFRIC 18 Transfers of Assets from Customers 2014 TIC 15 Operating Leases-Incentives 2014 TIC 27 Evaluating the Substance of Transactions Involving the 2014 Legal Form of a Lease TIC 32 Intangible Assets-Web Site Costs 2014

Management expects to adopt and apply these new and revised TFRS in accordance with the FAP’s announcement and has made a preliminary assessment of the potential initial impact on the consolidated and separate financial statements of these new and revised TFRS and expects that there will be no material impact on the financial statements in the period of initial application.

218219

Thai Beverage Public Company Limited and its SubsidiariesFor the year ended 31 December 2013

Interested PersonstransactIons

Aggregate value of all interested persons transactions during the year ended 31 December 2013

under review (excluding transactionsless than S$100,000* and transactions

conducted under Shareholders’ Mandate) Baht ‘000

Aggregate value of all interested persons transactions

conducted under the mandate(excluding transactionsless than S$100,000*)

Baht ‘000

A. Revenue from sales and service income1. Pisetkij Co., Ltd. - 32,658.67 2. PS Recycle Co., Ltd. - 97,858.32 3. Berli Jucker PCL - 81,856.56 4. TCC Hotel Collection Co., Ltd. - 5,436.50 5. Terragro Bio-Tech Co., Ltd. 4,106.40 13,490.13 6. Thai Alcohol PCL - 85,328.31 7. Eastern Chemical Co., Ltd. - 17,580.76 8. Fraser and Neave, Limited - 14,852.75 B. Other income1. Pisetkij Co., Ltd. - 11,636.15 2. PS Recycle Co., Ltd. - 6,092.80 3. Berli Jucker PCL - 5,853.24 4. The Southeast Insurance PCL ** - 242,181.28 5. Thai Malaya Glass Co., Ltd. - 6,146.40 6. Gaew Grung Thai Co., Ltd. - 8,328.31 C. Cost of sales1. PS Recycle Co., Ltd. - 147,229.11 2. Thip Sugar Kamphaengphet Co., Ltd. *** - 205,312.79 3. The Suphanburi Sugar Industry Co., Ltd. - 72,291.37 4. Southeast Capital Co., Ltd. - 9,485.57 5. T.C.C. Technology Co., Ltd. - 6,639.85 6. Thai Beverage Can Co., Ltd. - 1,608,724.41 7. Berli Jucker PCL - 1,206,281.18 8. The Southeast Insurance PCL ** - 147,937.98 9. The Southeast Life Insurance PCL ** - 7,181.20 10. Thip Sugar Sukhothai Co., Ltd. - 325,220.47 11. Berli Jucker Foods Co., Ltd. - 78,073.88 12. New Noble Property and Loan Fund - 17,437.20 13. Siam Food Products PCL - 24,135.98 14. Plantheon Trading Co., Ltd. - 124,316.74 15. Thai Malaya Glass Co., Ltd. - 3,397,114.53 16. Dhanasindhi Co.,Ltd. - 30,729.47 17. Fraser and Neave, Limited - 4,172.75 18. Gaew Grung Thai Co., Ltd. - 3,366.88 19. Thai Agro Products Co., Ltd. - 189,444.94

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Aggregate value of all interested persons transactions during the year ended 31 December 2013

under review (excluding transactionsless than S$100,000* and transactions

conducted under Shareholders’ Mandate) Baht ‘000

Aggregate value of all interested persons transactions

conducted under the mandate(excluding transactionsless than S$100,000*)

Baht ‘000

d. selling expenses1. Southeast Capital Co., Ltd. - 12,035.11 2. Berli Jucker PCL - 32,246.27 3. Plastic Agachon Co., Ltd. - 3,168.00 4. The Southeast Insurance PCL ** - 32,561.42 5. N.C.C. Management and Development Co., Ltd. - 7,072.03 6. F&B International Co., Ltd. - 5,154.28 7. Thippatana Arcade Co., Ltd. - 6,845.95 8. at mediafront Co., Ltd. - 9,079.59 9. Riverside Masterplan Co., Ltd. - 21,248.18 10. Fraser and Neave, Limited - 3,520.69 E. Administrative expenses1. Bang-Na Glass Co., Ltd. - 5,640.97 2. The Chonburi Sugar Corporation Limited - 2,790.00 3. Southeast Capital Co., Ltd. - 165,786.99 4. T.C.C. Technology Co., Ltd. - 54,392.18 5. Berli Jucker PCL - 5,473.40 6. The Southeast Insurance PCL ** - 61,815.90 7. The Southeast Life Insurance PCL ** - 26,490.26 8. N.C.C. Management and Development Co., Ltd. - 3,441.22 9. Plaza Athenee Hotel (Thailand) Co., Ltd. - 49,786.85 10. North Park Golf And Sports Club Co., Ltd. - 18,058.61 11. TCC Hotels Group Co., Ltd. - 5,255.96 12. TCC Hotel Collection Co., Ltd. - 15,609.81 13. Dynamic Assets Property and Loan Fund - 4,081.42 14. Best Wishes Co., Ltd - 4,403.84 15. TCC Luxury Hotels & Resorts Co., Ltd. - 5,658.85 16. Best Fortune Property and Loan Fund 12,482.36 25,009.36 17. Thippatana Arcade Co., Ltd. - 5,287.07 18. at mediafront Co., Ltd. - 5,171.53 19. Thai Alcohol PCL - 13,031.16 20. InterContinental Singapore 2,823.54 3,996.36 21. Lertrattakarn Co., Ltd. 10,742.12 21,047.33 F. Purchase of assets1. The Chonburi Sugar Corporation Limited 146,038.00 - 2. Berli Jucker PCL 6,932.01 - 3. Dhanasindhi Co.,Ltd. - 286,764.83

* Exchange rate Baht 26.12 per 1 SGD.** Converted from company limited to public company limited*** Formerly : The Maewang Sugar Industry Co., Ltd.

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This Appendix of the Proposed Renewal of the Shareholders’ Mandate for Interested Person Transactions (the “Shareholders’ Mandate”) will be proposed to the 2014 Annual General Meeting of Shareholders for consideration and approval.

Proposed Renewal of Shareholders’ Mandate for Interested Person Transactions

aPPendIx

1. BackgroundThe Board of Directors of Thai Beverage Public Company Limited (the “Company”) refers to (a) the Notice of Annual General Meeting of the Company dated April 8, 2014 (the “Notice”), accompanying the 2013 annual report (the “Annual Report”), convening the Annual General Meeting (“AGM”) of the Company to be held on April 25, 2014, and (b) Resolution No. 9 set out in the Notice.

2. definitionsThe following definitions, or such other definitions as the SGX-ST may from time to time determine, shall apply throughout this Appendix (including the Schedules attached hereto), unless the context otherwise requires:

“approved exchange” A stock exchange that has rules which safeguard the interests of shareholders against Interested Person Transactions according to similar principles to Chapter 9 of the Listing Manual

“associate” (a) In relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual):

(i) his immediate family member (that is, the person’s spouse, child, adopted child, step-child, sibling and parent);

(ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and

(iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and

(b) in relation to a substantial shareholder or controlling shareholder (being a company), any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more

“associated company” A company in which at least 20% but not more than 50% of its shares are held by the Company or the Group

“Baht” Thai Baht, the lawful currency of Thailand

“CDP” The Central Depository (Pte) Limited

“control” The capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company

“controlling shareholder” A person who:

(a) holds directly or indirectly 15% or more of the total number of issued shares (excluding treasury shares) in the company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or

(b) in fact exercises control over the company

“Director” A director of the Company

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“entity at risk” The Company, a subsidiary of the Company that is not listed on the SGX-ST or an approved exchange, or an associated company of the Company that is not listed on the SGX-ST or an approved exchange and that is controlled by the Group, or the Group and its interested person(s)

“Group” The Company, its subsidiaries and associated companies

“Independent Directors” Shall bear the meaning set out in paragraph 9.1 of this Appendix

“Interested Person Transaction”

A transaction between an entity at risk and an interested person

“interested person” A director, chief executive officer or controlling shareholder of the Company or an associate of any such director, chief executive officer or controlling shareholder

“Listing Manual” The listing manual of the SGX-ST

“Shareholders” The registered holders of shares in the capital of the Company

“Shareholders’ Mandate” The general mandate previously approved by Shareholders, and for which renewal is now being sought, to permit the Company and its subsidiaries to enter into certain types of recurrent transactions of a revenue or trading nature or those necessary for day-to-day operations with specified classes of the Company’s interested persons

“SGX-ST” Singapore Exchange Securities Trading Limited

“subsidiary” Shall bear the meaning ascribed to it under Section 5 of the Companies Act (Chapter 50 of Singapore)

3. shareholders’ MandatePursuant to the prospectus issued by the Company dated May 19, 2006 (the “Prospectus”), approval of the Shareholders was deemed obtained for a shareholders’ mandate to enable the Company and its subsidiaries which are considered to be “entities at risk” within the meaning of Rule 904(2) of the Listing Manual, in their ordinary course of businesses, to enter into categories of Interested Person Transactions with specified classes of the Company’s interested persons, provided that such transactions are entered into on an arm’s length basis and on normal commercial terms. The details of the Interested Person Transactions and the shareholders’ mandate were disclosed in pages 124 to 148 of the Prospectus. The said shareholders’ mandate was renewed at the AGMs held on April 20, 2007, April 28, 2008, April 29, 2009, April 29, 2010, April 29, 2011, April 27, 2012 and April 25, 2013 in the manner set out on pages 180 to 188, pages 201 to 212, pages 209 to 220, pages 199 to 213, pages 203 to 213, pages 216 to 229 and pages 214 to 227 of the Company’s annual reports for the financial years ended December 31, 2006, 2007, 2008, 2009, 2010, 2011 and 2012, respectively. 4. Proposed Renewal of the shareholders’ MandateThe Shareholders’ Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly, the Directors propose that the Shareholders’ Mandate be renewed at the forthcoming AGM on April 25, 2014 (the “2014 AGM”), to take effect until the next AGM of the Company.

5. details of the shareholders’ MandateDetails of the Shareholders’ Mandate, including the rationale for it and the ensuing benefits to the Company, the review procedures for determining transaction prices with interested persons and other general information relating to Chapter 9 of the Listing Manual, are set out in Schedule 1 to this Appendix.

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6. Audit Committee statement6.1 The Audit Committee has reviewed the terms of the Shareholders’ Mandate and confirms that the review procedures

established by the Company for determining the transaction prices of the Interested Person Transactions as set out under the Shareholders’ Mandate in Schedule 1 to this Appendix, if adhered to, are sufficient to ensure that the Interested Person

Transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.

6.2 If, during the periodic reviews by the Audit Committee, it is of the view that the established internal controls and review procedures referred to in Schedule 1 to this Appendix are no longer appropriate or sufficient to ensure that the Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders, the Company will seek a fresh mandate from Shareholders based on new internal controls and review procedures.

7. directors’ and substantial shareholders’ InterestsThe interests of the Directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at January 21, 2014 and March 17, 2014 respectively can be found in the Annual Report in respect of the financial year ended December 31, 2013 to be or which has been, distributed to the Shareholders.

8. Abstention from VotingMr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, who are Directors and controlling shareholders of the Company, and Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company, will abstain, and have undertaken to ensure that their respective associates will abstain, from voting on Resolution No. 9, being the ordinary Resolution relating to the proposed renewal of the Shareholders’ Mandate, in respect of their shareholdings in the Company, if any, at the 2014 AGM. Such persons will also not accept appointment as proxies for any Shareholder to vote on the said resolution unless specific voting instructions have been given by the Shareholder as to how he wants his votes to be cast in respect of the said resolution.

9. Independent directors’ Recommendation9.1 The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders’ Mandate are Mr. Komen Tantiwiwatthanaphan, Mr. Narong Srisa-an, Ms. Kanoknart Rangsithienchai, Mr. Ueychai Tantha-obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanakij, Gen. Dr. Choo-Chat

Kambhu Na Ayudhya, Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Dr. Sakthip Krairiksh, Prof. Kanung Luchai, Mr. Manu Leopairote, Mr. Prasit Kovilaikool and Mr. Ng Tat Pun (the “Independent directors”). The Independent Directors are of the opinion that the entry into the Mandated Transactions described in Schedule 1 to this Appendix and with the Mandated Interested Persons is in the ordinary course of its business will enhance the efficiency of the Group and is in the best interests of the Company.

9.2 For the reasons set out in Schedule 1 to this Appendix, the Independent Directors recommend that Shareholders vote in favour of Resolution No. 9, being the ordinary Resolution relating to the renewal of the Shareholders’ Mandate at the 2014 AGM.

10. directors’ Responsibility statementThe Directors collectively and individually accept responsibility for the accuracy of the information given in this Appendix and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Appendix constitutes full and true disclosure of all material facts about the proposed renewal of the Shareholders’ Mandate, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Appendix misleading. Where information in this Appendix has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Appendix in its proper form and context.

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11. Action to Be Taken By shareholders11.1 Shareholders, other than those who hold their shares in the Company through the CDP, who are unable to attend the 2014

AGM and wish to appoint a proxy to attend and vote at the 2014 AGM on their behalf, will find attached to the Invitation to the 2014 AGM a Proxy Form which they are requested to complete, sign and return in accordance with the instructions

printed thereon as soon as possible and, in any event, (a) so as to arrive at the office of Corporate Secretariat of Thai Beverage Public Company Limited, at Sangsom Building, 6th floor, 14 Vibhavadi Rangsit Road, Chomphon Sub-district,

Chatuchak District, Bangkok 10900, Thailand, no later than 24 hours before the time fixed for the 2014 AGM; or (b) at the venue of the 2014 AGM before the meeting commences and for the attention of the Company Secretary. The sending

of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the AGM if he finds that he is able to do so.

11.2 Persons who hold Shares in Securities Accounts with CDP may instruct CDP to exercise the voting rights for their deposited Shares; such persons will find, attached to the Invitation to the 2014 AGM, a Voting Instructions Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event so as to arrive at CDP at the address stated in the Voting Instructions Form no later than 5.00 p.m. (Singapore time) on April 17, 2014. However, it should be noted that as a matter of Thai law, and as disclosed in the Company’s prospectus dated May 19, 2006, CDP shall be the only holder of record of such Shares and, accordingly, the only person recognised

as a Shareholder and legally entitled to attend and vote at the 2014 AGM.

11.3 Persons who hold Shares in Securities Accounts with CDP who wish to personally attend and vote in their own names at the 2014 AGM must take such steps as are necessary to transfer their Shares out of the CDP system and to have the

relevant Shares registered with the Company in their own names by April 7, 2014, being the date on which the register of the Shareholders of the Company will be closed for the purpose of determining the rights of the Shareholders to attend and to vote at the 2014 AGM. It should be further noted that such Shares which have been transferred out of the CDP system cannot be traded on the SGX-ST unless they are transferred back into the CDP system. In this regard, such transfers shall be subject to applicable taxes and fees. Please contact CDP at (65) 6535 7511 (or via email at [email protected]) should you require any guidance on the process of such transfer and registration.

12. Others12.1 The SGX-ST takes no responsibility for the accuracy of any statements or opinions made or reports contained in this

Appendix.

12.2 If you are in any doubt as to the contents herein or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately.

12.3 If you have sold all your ordinary shares in the Company, please forward this document to the purchaser or bank or stockbroker or agent through whom the sale was effected for onward transmission to the purchaser.

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sCHEdULE 1 TO THE APPENdIX

General Mandate for Interested Person Transactions

We anticipate that we would, in the ordinary course of business, continue to enter into certain transactions with our interested persons, including but not limited to those categories of transactions described below. In view of the time-sensitive nature of commercial transactions, it would be advantageous for us to obtain a shareholders’ mandate to enter into certain Interested Person Transactions in our ordinary course of business, provided that all such transactions are carried out on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders.

Chapter 9 of the Listing Manual allows a listed company to obtain a mandate from its shareholders for recurrent interested person transactions which are of a revenue or trading nature or for those necessary for its day-to-day operations. These transactions may not include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations.

Pursuant to Rule 920(1) of the Listing Manual, a general mandate is subject to annual renewal. The information required by Rule 920(1)(b) is as follows:

(a) the class of interested persons with which the entity at risk (as defined in Rule 904(2) of the Listing Manual) will be transacting;

(b) the nature of the transactions contemplated under the mandate;

(c) the rationale and benefit to the entity at risk;

(d) the methods or procedures for determining transaction prices;

(e) the independent financial adviser’s opinion on whether the methods or procedures in (d) above are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of our Company

and our minority Shareholders (where applicable);

(f) an opinion from our Audit Committee if it takes a different view to the independent financial adviser (where applicable);

(g) a statement from us that we will obtain a new mandate from our Shareholders if the methods or procedures in (d) above become inappropriate; and

(h) a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain, from voting on the resolution approving the transaction.

The Shareholders’ Mandate, if renewed, will be effective until the next annual general meeting.

For the purposes of the Shareholders’ Mandate, the definitions of words and expressions in the Appendix to which this Shareholders’ Mandate is a Schedule shall apply, save as otherwise set out below:

• “Group” means our Company, its subsidiaries and associated companies which are considered “entities at risk” within the meaning of Rule 904(2) of the Listing Manual; and

• “THBEV Group” means our Company and its subsidiaries.

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Classes of Mandated Interested PersonsThe Shareholders’ Mandate will apply to our Group’s transactions with associates of our controlling shareholders Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi (such controlling shareholders’ associates collectively referred to as the “Mandated Interested Persons” and each a “Mandated Interested Person”).

Transactions with Mandated Interested Persons which do not fall within the ambit of the Shareholders’ Mandate shall be subject to the relevant provisions of Chapter 9 of the Listing Manual.

Mandated Transactions The transactions with Mandated Interested Persons which will be covered by the Shareholders’ Mandate (“Mandated Transactions”) relating to the provision to, or obtaining from, Mandated Interested Persons of products and services in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group (but not in respect of the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations) are as follows:

(a) purchases from Mandated Interested Persons of raw materials and packaging materials including new and used glass bottles, aluminium cans, molasses, herbs for the production of beer concentrate, cartons and caps;

(b) obtaining from Mandated Interested Persons of insurance and insurance-related services;

(c) purchases from Mandated Interested Persons of all kinds of consumer products, office and storage supplies including tissue paper and sugar for office use, scrap steel, malt bags and wooden pallets;

(d) obtaining from Mandated Interested Persons of services, including procurement services, services relating to provision of accommodation, vehicles and facilities for the directors of the Company and/or subsidiaries, staff training, telecommunications and software licensing, marketing and advertising and management services and services for the manufacturing and distributorship of products;

(e) obtaining from Mandated Interested Persons of leases or subleases of office space, warehouses, passenger cars and land;

(f) provision to Mandated Interested Persons of services including procurement services, property improvement services, advertising and sales services and manufacturing services;

(g) lease or sub-lease to Mandated Interested Persons of office space, warehouses, passenger cars and land;

(h) sale to Mandated Interested Persons of molasses and by-products including fertilizer, used bottles, and factory remnants such as aluminium and glass remnants and scrap paper;

(i) sale to Mandated Interested Persons of our beer, spirits, water, soda and other products; and

(j) provision or the obtaining of such other products and/or services which are incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a) to (i) above.

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Rationale for and the Benefits of the Shareholders’ MandateThe transactions with the Mandated Interested Persons are entered into or to be entered into by our Group in its ordinary course of business. They are recurring transactions that are likely to occur with some degree of frequency and arise at any time and from time to time. our Directors are of the view that it will be beneficial to our Group to transact or continue to transact with the Mandated Interested Persons.

our Directors believe that our Group will be able to benefit from its transactions with the Mandated Interested Persons. The Shareholders’ Mandate and the renewal of the Shareholders’ Mandate on an annual basis will eliminate the need to convene separate general meetings from time to time to seek Shareholders’ approval as and when potential Interested Person Transactions with the Mandated Interested Persons arise, thereby reducing substantially the administrative time and expenses in convening general meetings, without compromising the corporate objectives or adversely affecting the business opportunities available to us.

The Shareholders’ Mandate is intended to facilitate transactions in our ordinary course of business which are transacted from time to time with the Mandated Interested Persons, provided that they are carried out on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders.

Disclosure will be made in the format required by the Listing Manual, and to the extent required by the SGX-ST, of the aggregate value of Interested Person Transactions conducted pursuant to the Shareholders’ Mandate during the current financial year in the annual report for the current financial year.

Review Procedures for Interested Person Transactions our Audit Committee has oversight of all Interested Person Transactions undertaken by our Group including, the review and where required, approval of such transactions. For this purpose, our Board of Directors has appointed Mr. Ng Tat Pun, an independent non-executive Director and member of the Audit Committee, to lead the Audit Committee in its role in respect of Interested Person Transactions undertaken by our Group (the “Lead Independent director for IPTs”). We have also established the following procedures to ensure that the Interested Person Transactions are undertaken on an arm’s length basis and on normal commercial terms.

Review Procedures and Threshold LimitsIn general, there are procedures established by our Group to ensure that Interested Person Transactions, including the Mandated Transactions with the Mandated Interested Persons, are undertaken on an arm’s length basis and on normal commercial terms consistent with our Group’s usual business practices and policies, and on terms which are generally no more favorable to the interested persons than those extended to or obtained from unrelated third parties.

In particular, the following review procedures have been implemented:

(1) Procurement and purchase of goods and obtaining services

(a) All procurement and purchases made by our Group of a recurring nature which are in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group, including procurement and purchases which are Mandated Transactions with Mandated Interested Persons (such as the transactions referred to in paragraphs (a), (b), (c), (d) and (j) above under “General Mandate for Interested Person Transactions - Mandated Transactions”)

will be governed by internal control procedures, which detail matters such as the constitution of internal approving authorities, their approval limits, the number of vendors (minimum of two) who provide us quotes, and the review procedures. The guiding principle is to objectively obtain the best goods and/or services on the best terms through competitive quotations, if appropriate. In determining whether the price and terms offered by interested persons are fair

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and reasonable, factors such as, but not limited to, delivery schedules, specification compliance, track record, experience and expertise, preferential rates, discounts or rebates offered for bulk purchases, will be taken into consideration.

In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding approving authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transactions (the “Relevant Approving Authority”)

as follows:

Approval Limits Relevant Approving Authority

Interested Person Transaction not exceeding Baht 500,000 in value

A deputy managing director or officer of equivalent rank

Interested Person Transaction above Baht 500,000 but not exceeding Baht 5 million in value

A managing director or officer of equivalent rank

Interested Person Transaction above Baht 5 million but not exceeding Baht 10 million in value

A vice-chairman or officer of equivalent rank

Interested Person Transaction above Baht 10 million but not exceeding Baht 20 million in value

A chairman

Interested Person Transaction above Baht 20 million but not exceeding 3% of the latest audited net tangible assets of the THBEV Group in value

Any two vice-chairmen and/or chairmen or officers of equivalent rank

Interested Person Transaction above 3% of the latest audited net tangible assets of the THBEV Group in value

Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

In relation to paragraph (j) above under “General Mandate for Interested Person Transactions - Mandated Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the

proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a), (b), (c) and (d) above under “General Mandate for Interested Person Transactions - Mandated Transactions.”

(b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of similar products and services (taking into account quantum, specifications and delivery schedules among others), or if the product is proprietary in nature), based on the value of the proposed Interested Person Transaction, the corresponding Relevant Approving Authority as set out above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable.

(c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated December 27, 2012 entered into between Thai Beverage Recycle Co., Ltd. (formerly known as Bang-Na Logistic Co., Ltd.), Berli Jucker Public Company Limited and Thai Malaya Glass Co., Ltd. (the “Glass Bottle Purchase Agreement”) will be covered under the Shareholders’ Mandate, provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any adjustment authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of tenure of the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee.

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(2) Other Interested Person Transactions of a recurring nature

(a) We intend to conduct other Interested Person Transactions not covered by paragraph (1) above which are of a recurring nature and that occur in the ordinary course of business of our Group. These transactions are necessary for the day-to-day operations of our Group and include the sale of products and provisions of services to interested persons and lease or sub-lease of property to or from interested persons and the Mandated Transactions with Mandated Interested Persons referred to in paragraphs (e), (f), (g), (h), (i) and (j) under “General Mandate for Interested Person Transactions - Mandated Transactions” above. We intend to conduct these transactions at the prevailing market rates or prices of the product or service to be provided, and at prevailing market rentals for leases and sub-leases of property, on terms no more favorable to the interested person than the usual commercial terms extended to or, where applicable, by unrelated third parties (including, where applicable, preferential rates, discounts to favored customers or for bulk purchases) or otherwise in accordance with applicable industry norms, provided that:

(i) in relation to the sale of products and provision of services which are not contemporaneously in time as the proposed Interested Person Transaction being sold or provided to an unrelated third party, quotes from at least two other suppliers who are unrelated third parties not being the relevant interested person or his associates of similar products or services will be obtained; and

(ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords and/or tenants who are unrelated third parties not being the relevant interested person or his associates of similarly

sized and located properties put to similar use.

In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding Relevant Approving Authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transactions as follows:




Interested Person Transaction above Baht 200,000 but not exceeding Baht 500,000 in value



A vice chairman or officer of equivalent rank


A chairman



In relation to paragraph (j) above under “General Mandate for Interested Person Transactions - Mandated Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (e), (f), (g), (h) and (i) above under “General Mandate for Interested Person Transactions - Mandated Transactions”.

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(b) Where the prevailing market rates or prices are not available, whether due to the nature of products to be sold or services to be provided, the unavailability or impracticality of obtaining quotes from third party sources or otherwise,

our Group’s pricing for these products and services will be determined in accordance with the Group’s usual business practices and pricing policies, consistent with the usual margin our Group will obtain for the same or substantially similar type of transaction with unrelated third parties. In determining the transaction price payable by Mandated Interested Persons for these products or services, factors such as, but not limited to, quantity, volume, consumption, customer requirements, specifications, duration of contract and strategic purposes of the transaction will be taken into account.

In relation to leases and sub-leases of property, where prevailing market rentals are not available, whether due to the unavailability or impracticality of obtaining rental comparisons or otherwise, rental will be determined according to the Group’s usual business practices and policies. In addition, based on the value of the proposed Interested Person Transaction, the corresponding Relevant Approving Authority as set out in paragraph (a) above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether

the price and terms offered by the interested person are fair and reasonable.

(3) Non-recurring Interested Person Transactions

We may from time to time also conduct Interested Person Transactions not covered by paragraphs (1) and (2) above and which do not form part of the Shareholders’ Mandate. These transactions are not of a recurring nature or occur outside

the ordinary course of business of our Group or which may not be necessary for the day-to-day operations of our Group and include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. We intend to conduct such transactions in accordance with the Listing Manual, including the threshold, approval and other

requirements under Rules 905 and 906 of the Listing Manual. In addition, we will monitor each transaction on an individual basis, and each transaction will require the prior approval of the corresponding Relevant Approving Authority below who is

a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction. The Relevant Approving Authority will also review the transaction to ensure that it is carried out on normal commercial terms and not prejudicial to the interests of our Company and minority Shareholders:




Interested Person Transaction above Baht 200,000 but not exceeding Baht 500,000 in value



A vice chairman or officer of equivalent rank


A chairman



In the event that these Interested Person Transactions require the approval of our Shareholders, additional information may be required to be presented to Shareholders and an independent financial adviser may be appointed for an opinion.

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Other Review Proceduresour Audit Committee led by the Lead Independent Director for IPTs will also review all Interested Person Transactions, including Mandated Transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with.

our Group has also implemented the following procedures for the identification of Interested Person Transactions (including Mandated Transactions) and interested persons (including Mandated Interested Persons) and the recording of all our Interested Person Transactions:

(a) our Group Chief Financial officer will maintain a register of all transactions carried out with interested persons, including the Mandated Interested Persons (and the basis, including the quotations obtained to support such basis, on which these

transactions are entered into), whether mandated or non-mandated; and

(b) on a quarterly basis, our Group Chief Financial officer will submit a report to our Audit Committee of all recorded Interested Person Transactions, and the basis of all recorded Interested Person Transactions, entered into by our Group. our Company’s annual internal audit plan will incorporate a review of all Interested Person Transactions, including the

established review procedures for the monitoring of the Interested Person Transactions including Mandated Transactions, entered into or existing Interested Person Transactions that are renewed or revised during the current financial year,

pursuant to the Shareholders’ Mandate.

In addition, our Audit Committee led by the Lead Independent Director for IPTs will review, on a quarterly basis, internal controls and review procedures for Interested Person Transactions to determine if they are adequate and/or commercially practicable in ensuring that the transactions between our Group and interested persons are conducted on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. In conjunction with this review, our Audit Committee will also ascertain whether we have complied with the established review procedures. Further, if during these periodic reviews by our Audit Committee, our Audit Committee is of the view that the internal controls and review procedures for Interested Person Transactions are inappropriate or not sufficient to ensure that the Interested Person Transactions will be on normal commercial terms and not prejudicial to the interests of our Company and our minority Shareholders, our Audit Committee will (pursuant to Rule 920(1)(b)(iv) and (vii) of the Listing Manual) revert to our Shareholders for a new Shareholders’ Mandate based on new internal controls and review procedures for transactions with the Mandated Interested Persons. During the period prior to obtaining a new mandate from Shareholders, all transactions with interested persons will be subject to prior review and approval by the Audit Committee.

For the purposes of the above review of the internal controls and review procedures, any member of our Audit Committee who is not considered independent will abstain from participating in the Audit Committee’s review of the internal controls and review procedures.

our Audit Committee will have overall responsibility for determining the review procedures with the authority to delegate to individuals or committees within our Group as they deem appropriate.

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sCHEdULE 2 TO THE APPENdIXExamples of Mandated Interested Persons as at the date of the Appendix

The Mandated Interested Persons as at the date of this Appendix include but are not limited to the corporations and entities set out below. For the avoidance of doubt, the list of corporations and entities below is not an exhaustive list of the Mandated Interested Persons:

1. TCC Holding Co., Ltd. 25. Regent Gold Property Fund

2. Bang-Na Glass Co., Ltd. 26. Siam Realty Co., Ltd.

3. Berli Jucker Cellox Co., Ltd. 27. Southeast Capital Co., Ltd.

4. BJC Industrial and Trading Company Limited (1) 28. The Southeast Insurance Public Company Limited (4)

5. Berli Jucker Foods Co., Ltd. 29. The Southeast Life Insurance Public Company Limited (5)

6. Berli Jucker Logistics Co., Ltd. 30. The Suphanburi Sugar Industry Co., Ltd.

7. Berli Jucker Public Company Limited 31. T.C.C. Service Apartment Co., Ltd. (6)

8. Berli Jucker Specialties Co., Ltd. 32. Terragro Co., Ltd. (7)

9. BJC Marketing Co., Ltd. 33. Southeast Group Co., Ltd. (8)

10. BJC Healthcare Co., Ltd. (2) 34. T.C.C. Commercial Property Management Co., Ltd.

11. Chalitlarp Co., Ltd. 35. T.C.C. Technology Co., Ltd.

12. Golden Wealth Co., Ltd. 36. Thai Beverage Can Co., Ltd.

13. Indara Insurance Public Company Limited 37. The Chonburi Sugar Corporation Limited

14. Lake View Golf and Yacht Club Co., Ltd. 38. Thai Glass Industries Public Company Limited

15. Lake View Land Co., Ltd. 39. Thip Sugar Kamphaengphet Co., Ltd. (9)

16. TCC Value Hotels Co., Ltd. (3) 40. The New Imperial Hotel Public Company Limited

17. N.C.C. Management and Development Co., Ltd. 41. Thip Sugar Sukhothai Co., Ltd. (10)

18. New Noble Property and Loan Fund 42. Plantheon Trading Co., Ltd.

19. Nongkhai Country Golf Club Co., Ltd. 43. Thai Alcohol Public Company Limited

20. North Park Golf and Sports Club Co., Ltd. 44. Thai Malaya Glass Co., Ltd.

21. PS Recycle Co., Ltd. 45. Fraser and Neave, Limited

22. Pisetkij Co., Ltd. 46. Univentures Public Company Limited

23. Plaza Athenee Hotel (Thailand) Co., Ltd. 47. Business Process outsourcing Co., Ltd.

24. Queen’s Park Hotel Co., Ltd.

Notes:(1) Its former name was BJC Engineering Co., Ltd.(2) Its former name was BJC Trading Co., Ltd.(3) Its former name was Mae Ping Hotel (1988) Co., Ltd. (4) Its former name was The Southeast Insurance (2000) Co., Ltd. and transforming the private company to public limited company(5) Transforming the private company to public limited company(6) Its former name was Tara Hotel Co., Ltd.(7) Its former name was T.C.C. Agro Co., Ltd.(8) Its former name was T.C.C. Capital Co., Ltd.(9) Its former name was The Maewang Sugar Industry Co., Ltd.(10) Its former name was The Uttaradit Sugar Industry Co., Ltd.

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announcementsto sGx In 2013

Compliance with singapore Exchange Regulations and Best Practices

The Company recognizes the importance of the transparency of information disclosure. In 2013, the Company made 56 announcements via SGX-NET categorized as follows:

1. 5 announcements of quarterly and full year financial statements.

2. 1 notice of substantial shareholders’ and directors’ interests and changes in interest. When the Company Secretary was informed of the changes in interest of any director(s), the Company Secretary also reported such information to other directors.

3. 5 announcements/reports involving with occupying the positions of Directors and Executives of Thai Beverage Public Company Limited:

3.1 Appointment of Ms. Vaewmanee Soponpinij as Senior Vice President – Corporate Services in March 2013; 3.2 Cessation of Mr. Sawat Sopa from Director and Executive Vice President in June 2013; 3.3 Cessation of Mr. Karn Chitaravimol from Senior Vice President – Non-Alcohol Production in July 2013; 3.4 Cessation of Mr. Matthew Kichodhan from Senior Vice President – International Business in July 2013; and 3.5 Appointment of Mr. Kosit Suksingha as Senior Vice President – Related Business in November 2013.

4. 7 announcements of acquisitions and realizations of assets and related matters of other companies resulting from the incorporation of direct wholly owned subsidiaries which are (1) Pomthip (2012) Co., Ltd. and (2) C A C Co., Ltd., as well as from the incorporation of indirect wholly owned subsidiaries which is InterBev Trading (Hong Kong) Limited, the capital increases of subsidiaries, and the disposal of shares in oishi Group Public Company Limited for the purpose of increasing free float on the Stock Exchange of Thailand.

5. 38 miscellaneous announcements to either conform with the regulations of the SGX or to give information to investors, involving the proposed demerger of the property business through the dividend in specie of all shares in Frasers Centrepoint Limited (“FCL”) to shareholders and the listing of FCL in SGX, the increase of the issuance and offering of short term bills of exchange, the details of the notice of book closure date for determination of rights of shareholders, a summary of business performance results for each quarter for investors, and report about the Company and its subsidiaries.

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General corPorateInformatIonBased on the organization Structure

Company Name Address

Business Contact

RemarkTelephone Fax

Thai Beverage Public Company Limited 14 Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5882

Brewery Group

1. Beer Thai (1991) Public Company Limited 15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5885

349 Moo 2, Tambon Mae Lad Amphoe Klong KlungKamphaeng Phet 62120

(055) 728 400-15 (055) 728 416 Factory

2. Beer Thip Brewery (1991) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5885

68 Moo 2, Tambon NamtoaAmphoe BangbanPhra Nakhon Si Ayutthaya 13250

(035) 289 333-45 (035) 289 371 Factory

3. Cosmos Brewery (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5885

77 Moo 1, Phaholyothin Road KM. 54 Tambon Lamsai, Amphoe WangnoiPhra Nakhon Si Ayutthaya 13170

(035) 744 920-4 (035) 744 916 Factory

4. Vidhayathan Co., Ltd. 15 Moo 14, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5885

distillery Group1. Sangsom Co., Ltd. 14 Vibhavadi Rangsit Road

Chomphon Sub-DistrictChatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

49 Moo 4, Tambon Hormkret Amphoe Sampran, Nakhon Pathom 73110

(034) 321 778-9 (034) 321 777 Factory 1

37/3 Moo 7, Tambon Wangkhanai Amphoe Thamuang, Kanchanaburi 71110

(034) 611 053 (034) 611 778 Factory 2

2. Fuengfuanant Co., Ltd. 333 Moo 1, Tambon Tha Toom Amphoe Si Maha Phot, Prachin Buri 25140

(037) 285 016-18 (037) 285 237 Factory

3. Mongkolsamai Co., Ltd. 14 Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

149 Moo 5, Wangseesoob-Ngew-Ngam Road Tambon Phajuk, Amphoe Muang Uttaradit Uttaradit 53000

(055) 449 126-30 (055) 449 131 Factory

4. Thanapakdi Co., Ltd. 315 Moo 4, Tambon Mae Faek Amphoe San Sai, Chiang Mai 50290

(053) 849 550-4 (053) 849 555 Factory

5. Kanchanasingkorn Co., Ltd. 14 Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

50 Moo 7, Tambon Wangkhanai Amphoe Thamuang, Kanchanaburi 71110

(034) 611 783-5 (034) 611 786 Factory

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6. Sura Piset Thipharat Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

488 Moo 1, Tambon Wangdong Amphoe Muang KanchanaburiKanchanaburi 71190

(034) 527 100 (034) 527 111 Factory

7. Sura Bangyikhan Co., Ltd. 82 Moo 3, Tambon Bang Ku Wat Amphoe Muang Pathum ThaniPathum Thani 12000

(02) 598 2850-9 (02) 598 2858 Factory

14 Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

8. Mekhong Distillery Limited 14 Vibhavadi Rangsit RoadChomphon Sub-DistrictChatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

9. Athimart Co., Ltd. 170 Moo 11, Tambon Nikhom Amphoe Satuek Buri Rum 31150

(044) 681 010-2 (044) 681 223-4 (044) 627 200-1

(044) 627 202 Factory

10. S.S. Karnsura Co., Ltd. 101 Moo 8, Tambon Kaeng Dom Amphoe Sawang Wirawong Ubon Ratchathani 34190

(045) 426 532-5 (045) 426 536 Factory

11. Kankwan Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

309 Moo 6, Nampong-Kranuan Road Tambon Nampong, Amphoe Nampong Khon Kaen 40310

(043) 441 013-5(043) 441 439(043) 441 479

(043) 441 017 (043) 441 438

Factory

12. Theparunothai Co., Ltd. 99 Moo 4, Tambon Hat Kham Amphoe Muang Nong Khai Nong Khai 43000

(042) 449 711-13(042) 449 715(042) 462 658-9

(042) 449 714 Factory

13. Red Bull Distillery (1988) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

8 Moo 5, Setthakit 1 Road, Tambon Nadee Amphoe Muang Samut Sakhon Samut Sakhon 74000

(034) 830 213-6 (034) 830 213-6 Factory

14. United Winery and Distillery Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

54 Moo 2, Sukhaphibal Road Tambon Nakhon Chai Si Amphoe Nakhon Chai SiNakhon Pathom 73120

(034) 331 954(034) 227 754-7

(034) 331 955 Factory

15. Simathurakij Co., Ltd. 1 Moo 6, Tambon Ban Daen Amphoe Banphot Phisai Nakhon Sawan 60180

(056) 279 088-9 (056) 350 660 Factory

16. Nateechai Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

1 Moo 2, Highway No. 41 Road Tambon Tharongchang Amphoe Punpin, Surat Thani 84130

(077) 357 170-3 (077) 357 174 Factory

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17. Luckchai Liquor Trading Co., Ltd. 46 Moo 1, Tambon Nong Klang Na Amphoe Muang Ratchaburi Ratchaburi 70000

(032) 741 761-2 (032) 741 763 Factory

18. Sura Piset Pattharalanna Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-DistrictChatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381

19. United Products Company Limited 56 Sukhaphibal Road, Tambon Nakhon Chai Si Amphoe Nakhon Chai Si Nakhon Pathom 73120

(034) 331 157 (034) 331 787 Factory

sales GroupBeer Group1. Pomthip (2012) Co., Ltd. 40/53 Moo 3, Talad Bangkhen Sub-District,

Laksi District, Bangkok 10210(02) 785 7441 (02) 973 4658

2. Pomkit Co., Ltd.* 383 Moo 8, Tambon Banpo Amphoe Muang Nakhon RatchasimaNakhon Ratchasima 30310

(044) 955 101-3 (044) 955 104-5

3. Pomklung Co., Ltd. 22/1 Soi 2 (Paprao), Paprao Road Tambon Padad, Amphoe Muang Chiang Mai, Chiang Mai 50100

(053) 275 211 (053) 275 211 Ext. 212

4. Pomchok Co., Ltd. 16/1 Moo 1, U Thong Road Tambon Tha Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

(035) 241 032 (035) 241 032Ext. 211

5. Pomcharoen Co., Ltd. 135/3 Moo 4, Kanchanavithi Road Tambon Bang Kung Amphoe Muang Surat Thani Surat Thani 84000

(077) 914 242 (077) 914 248

6. Pomburapa Co., Ltd. 51/42 Moo 3, Sukhumvit Road Tambon Ban Suan Amphoe Muang Chon Buri, Chon Buri 20000

(038) 287 268 (038) 272 205

7. Pompalang Co., Ltd. 439 Moo 11, KlangMuang Road Tambon Muang KlaoAmphoe Muang Khon Kaen, Khon Kaen 40000

(043) 224 222-4 (043) 340 438

8. Pomnakorn Co., Ltd. 85/35, 85/36 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi, Ratchaburi 70000

(032) 312 772-4 (032) 312 770-1

* Registered the change of Company’s address on November 20, 2013.

Liquor Marketing Group1. Num Yuk Co., Ltd. 40/53 Moo 3, Talad Bangkhen Sub-District

Laksi District, Bangkok 10210(02) 785 7441 (02) 973 4658

2. Num Kijjakarn Co., Ltd. * 383 Moo 8, Tambon Banpo Amphoe Muang Nakhon RatchasimaNakhon Ratchasima 30310

(044) 955 100-3 Ext. 2050

(044) 955 107

3. Num Palang Co., Ltd. 22/1 Soi 2 (Paprao), Paprao Road Tambon Padad, Amphoe Muang Chiangmai Chiangmai 50100

(053) 275 211 (053) 275 211 Ext. 212

4. Num Muang Co., Ltd. 16/2 Moo 1, U Thong Road Tambon Tha WasukriAmphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

(035) 242 691 (035) 241 032

5. Num Nakorn Co., Ltd. 149/3 Chulachomklao Road Tambon Tha Kham Amphoe Phun Phin, Surat Thani 84130

(077) 914 242 (077) 914 248

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6. Num Thurakij Co., Ltd. 51/40-41 Moo 3, Sukhumvit Road Tambon Ban Suan, Amphoe Muang Chon Buri Chon Buri 20000

(038) 287 268-9 (038) 272 525

7. Numrungrod Co., Ltd. 439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen, Khon Kaen 40000

(043) 224 222-4 (043) 220 222

8. Numthip Co., Ltd. 85/33, 85/34 Petchakasem Road Tambon Na-Muang, Amphoe Muang RatchaburiRatchaburi 70000

(032) 312 772-4 (032) 312 770-1

* Registered the change of Company’s address on November 20, 2013.

Modern Trade sale Group1. Modern Trade Management Co., Ltd. * 333 Lao Peng Nguan Tower 1, 26th Floor

Soi Choei Phuang, Vibhavadi Rangsit RoadChomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7878 (02) 785 7878 Ext. 7833

* Registered the change of Company’s address on october 1, 2013.

sale Agent Group1. Thipchalothorn Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road

Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9688

2. Krittayabun Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9688

3. Surathip Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9688

4. Sunthornpirom Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9688

5. Piromsurang Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9688

Marketing Group1. Thai Beverage Marketing Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road


(02) 785 5555 (02) 785 5929

2. Chang International Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5929

3. Chang Corp Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5929

4. Dhospaak Co., Ltd.* 90, CyberWord 15th Fl. Units B 1501-2 and 16th Fl. Units B 1602 90 Ratchadaphisek Road, Huai Khwang Huai Khwang, Bangkok 10310

(02) 785 9900 (02) 785 9909

* Registered the change of Company’s address on December 13, 2013.

Related Business Group*1. Thai Beverage Energy Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road


(02) 785 7000 (02) 785 7125

2. Thai Molasses Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7140 (02) 785 7148

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3. Feed Addition Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000 (02) 785 7165

4. Pan International (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000 (02) 785 7320-2

5. Charun Business 52 Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7131-4 (02) 785 7125

6. Thai Cooperage Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5885

7. Thai Beverage Recycle Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7030 (02) 785 7085

8. Thai Beverage Logistics Co., Ltd. 1 East Water Building, Soi Vibhavadi-Rangsit 5 Vibhavadi Rangsit Road, Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 785 5975

Non-Alcohol Beverage Business Group1. Thai Drinks Co., Ltd. 14 Sangsom Building, Vibhavadi Rangsit Road


(02) 785 7000 (02) 785 7025

2. SPM Foods and Beverages Company Limited 79 Moo 3, Tambon Lamlookbua Amphoe Dontoom, Nakhon Pathom 73150

(034) 993 355 (034) 993 354 Factory

Group of Listed Companies on the stock Exchange in Thailand

Oishi Group*1. oishi Group Public Company Limited 19th-20th Floors, Park Ventures Ecoplex

57 Wireless Road, Lumpini Pathumwan, Bangkok 10330

(02) 785 8888 (02) 785 8889

2. oishi Trading Co., Ltd. 19th-20th Floors, Park Ventures Ecoplex 57 Wireless Road, Lumpini Pathumwan, Bangkok 10330

(02) 785 8888 (02) 785 8889

3. oishi Ramen Co., Ltd. 19th-20th Floors, Park Ventures Ecoplex 57 Wireless Road, Lumpini Pathumwan, Bangkok 10330

(02) 785 8888 (02) 785 8889

4. oishi International Holdings Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

* oishi F&B (Singapore) Pte Limited was incorporated in Singapore on February 3, 2014. It is located at No. 138 Cecil Street #05-02 Cecil Court Singapore 069538; Business Contacts; Telephone (65) 6435 2880, Fax (65) 6536 9930.

serm suk Group1. Sermsuk Public Company Limited Muang Thai-Phatra Complex, Tower 1

27-28th Floor, 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

(02) 693 2255-65 (02) 693 2266

2. Sermsuk Holdings Co., Ltd. Muang Thai-Phatra Complex, Tower 1 27-28th Floor, 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

(02) 693 2255-65 (02) 693 2266

3. Sermsuk Beverage Co., Ltd. Muang Thai-Phatra Complex Tower 1, 27-28th Floor, 252/35-36 Rachadaphisek Road, Huay Kwang Bangkok 10310

(02) 693 2255-65 (02) 693 2266

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4. Sermsuk Traning Co., Ltd. Muang Thai-Phatra Complex, Tower 127-28th Floor, 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

(02) 693 2255-65 (02) 693 2266

5. Petform (Thailand) Co., Ltd. 75/102-103 ocean Tower 2 35th Floor, Sukhumvit Soi 19 Bangkok 10110

(02) 661 6661 (02) 661 6664-5

6. Great Brands Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha TsuiKowloon, Hong Kong

(852) 2375 6648 (852) 2375 6188

7. Wrangyer Beverage (2008) Co., Ltd.* Muang Thai-Phatra Complex, Tower 1 27-28th Floor, 252/35-36Rachadaphisek Road Huay Kwang, Bangkok 10310

(02) 693 2255-65 (02) 693 2266

* Registered the change of Company’s address on August 22, 2013.

Others1. Thai Beverage Training Co., Ltd. 14 Vibhavadi Rangsit Road


(02) 785 7341 02 785 7345

2. Thai Thum Distillery Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381 Non-Trading

3. Sura Piset Sahasan Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381 Non-Trading

4. Sura Piset Samphan Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 (02) 278 4381 Non-Trading

5. C A C Co., Ltd.* 90, CyberWorld Tower 10th FloorRatchadapisek Road Huai Khwang Sub-District Huai Khwang District, Bangkok 10310

(02) 785 9999 (02) 785 9999

* Incorporated on April 29, 2013.

Trademark Group1. Thai Beverage Brands Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road


(02) 785 5555 (02) 617 9668

2. Archa Beer Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9668

3. Beer Chang Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9668

4. Chang Beer International Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555 (02) 617 9668 Dormant

International Business Group *1. International Beverage Holdings Limited Room 901-2, Silvercord Tower 1

30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

(852) 2375 6648 (852) 2375 6188

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2. InterBev (Singapore) Limited No. 138 Cecil Street, # 05-02 Cecil Court, Singapore 069538

(65) 6435 2880 (65) 6536 9930

24 Penjuru Road, #07-01 CWT Commodity HubSingapore 609128

(65) 6509 3410 (65) 6265 1819

3. InterBev (Cambodia) Co., Ltd.** No. 01, Street 484, corner 97 Sangkat Psar Deum Tkov, Khan ChamkamornPhnom Penh, Kingdom of Cambodia

(855) (23) 727 424 (855) (23) 727 424

4. InterBev Malaysia Sdn. Bhd. Suite 6.01, 6th Floor, Plaza See Hoy Chan Jalan Raja Chulan50200 Kuala Lumpur, Malaysia

(603) 2050 1888 (603) 2031 8618

Unit C-25-02, First Floor, 3 Two Square Commercial Centre, No. 2, Jalan 19/146300 Petaling Jaya, Selangor, Malaysia

(603) 7960 1839 (603) 7960 3361

5. Best Spirits Company Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

(852) 2375 6648 (852) 2375 6188

6. International Beverage Holdings (UK) Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 779001

7. International Beverage Holdings (China) Limited Room 901-2, Silvercord Tower 130 Canton Road, Tsim Sha TsuiKowloon, Hong Kong

(852) 2375 6648 (852) 2375 6188

8. Super Brands Company Pte. Ltd. No. 138 Cecil Street, # 05-02 Cecil Court Singapore 069538

(65) 6435 2880 (65) 6536 9930

9. Beer Chang International Limited No. 138 Cecil Street, # 05-02 Cecil CourtSingapore 069538

(65) 6435 2880 (65) 6536 9930

10. International Beverage Trading Limited XL House, one Bermudiana Road Hamilton HM 11, Bermuda

(1) 441 292 7337 (1) 441 295 5655

11. International Beverage Holdings Limited USA, Inc.

275 Madison Avenue, Suite 701 New York, NY 10016

(1) 646 896 3800 (1) 646 896 3801

12. Blairmhor Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Non-Trading

13. Inver House Distillers Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781

14. InterBev Trading (China) Limited Room 01-03, Level 1, No. 63 Kunluo Road Shuangjiang Town, Eshan County, Yuxi CityYunnan, China 653200

(89) 8774 010319 (86) 8774 010319

15. Yunnan Yulinquan Liquor Co., Ltd. Yulin Village, Shuangjiang Town, Eshan County Yuxi City, Yunnan, China 653200

(86) 8774 022068 (86) 8774 022199

16. Blairmhor Distillers Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

17. Wee Beastie Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

18. Moffat & Towers Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

19. Glen Calder Blenders Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

20. Hankey Bannister & Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

21. R Carmichael & Sons Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

22. J MacArthur Jr & Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

23. Mason & Summers Limited 10 Foster Lane, London, EC2V 6HH, England (44) 1236 769377 (44) 1236 769781 Dormant

24. James Catto & Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

25. The Knockdhu Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

26. Speyburn-Glenlivet Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

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Legal AdvisorWeerawong, Chinnavat & Peangpanor Ltd.22nd Floor, Mercury Tower540 Ploenchit RoadLumpini, PathumwanBangkok 10330

Compliance AdvisorWongPartnership LLP12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3Singapore 018982

Certified Public AccountantKPMG Phoomchai Audit Ltd.Partner-in-charge: Mr. Nirand Lilamethwat (CPA No. 2316)(Effect from financial year ended 2012)


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27. The Pulteney Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

28. The Balblair Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland (44) 1236 769377 (44) 1236 769781 Dormant

29. Liquorland Limited 8 Westbank Road, Belfast, BT3 9JL Northern Ireland

(44) 289 077 3990 (44) 289 037 0566

30. Interbev Investment Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

(852) 2375 6648 (852) 2375 6188

31. InterBev Trading (Hong Kong) Limited *** Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

32. Fraser and Neave, Limited 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958

(65) 6318 9393 (65) 6271 0811

* Frasers Centrepoint Limited (“FCL”) was listed and commenced trading on the Main Board of the SGX on January 9, 2014. FCL is located at 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958 Telephone No. (65) 6276 4882 Fax No. (65) 6276 6328.

** Registered the change of Company’s address on March 15, 2013

*** Incorporated in Hong Kong on September 13, 2013

Thai Beverage Public Company Limited

14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900, THAILAND

Tel. +66 2 785 5555 Fax. +66 2 785 5882 www.thaibev.com

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