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BE WITH YOU ANNUAL 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 Company on 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 ALWAYS Every 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.


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

ThaiBev’s Stock Performance Share Price (S$)

0.75

ThaiBev Close SET Rebased

0.70

STI Rebased 0.65

0.60

0.55

0.50

0.45

0.40

0.35

2013

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec


Reuters / tbev.si Bloomberg / thbev sp Google Finance / SIN:Y92

IPO Date 30-May-06 IPO offer price S$0.28 Fiscal year ends December 31 External Auditor KPMG Phoomchai Audit Ltd. Dividend Policy Not less than 50% of net profit after deducting all appropriated reserves and investments

Investor Relations Contact:

Investor Relations Team:

Investor Relations Department Thai Beverage Public Company Limited 14 Vibhavadi Rangsit Rd., Chomphon Chatuchak , Bangkok 10900 THAILAND

Namfon Aungsutornrungsi Tel: +662 785 5037 E-mail: namfon.a@thaibev.com

Corporate website: www.thaibev.com IR website: www.thaibev.com/ir.html

4 5

Tiranan Kittipong Tel: +662 785 5036 E-mail: tiranan.k@thaibev.com Taweechai Chachiamchen Tel: +662 785 5281 E-mail: taweechai.c@thaibev.com

E-mail: ir@thaibev.com Tel: +662 785 5555 Fax: +662 272 3026

Najchar Lertprapan Tel: +662 785 5294 E-mail: najchar.l@thaibev.com

Investor Information

SGX Ticker / THBEV

Share price * 2013 High S$ 0.71 2013 Low S$ 0.40

* Data from January 2, 2013 to December 31, 2013

ThaiBev’s Monthly Volume Vol. (M Shares)

1,600

1,400

1,200

1,000

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

800

600

400

200

2013

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec


Financial Highlights

2013

2012

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

3,933

3,929

29,490

39,235

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

183,329

207,686

Statements of Income (Mil.Baht)

Depreciation and amortisation EBITDA

Balance Sheets (Mil.Baht) Current assets

Total liabilities and shareholders’ equity

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


2013

2012

Financial Highlights

6 7

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

%

9.72

18.73

Efficiency Ratio Return on Assets

%

41.24

64.86

times

0.80

1.05

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

%

57.89

37.17

Return on Fixed Assets Total Assets Turnover

Dividend Payout Ratio

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Leverage Ratio


Total Sales Revenue Billion Baht 2013

155.8 161.0 2012

64% From Spirits

4%

From Food

11 %

From Non-Alcohol Beverage

21% From Beer


Sales Volume

8 9

Million Liters Non-Alcohol Beverage* Financial Highlights

1,326

1,005

Beer

561

2013

570

2012

643

585

2013

* Remark: Sales volume of products with own company brands

2012

2013

2012

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Spirits


Message from the Chairman

10 11

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.

Message from the Chairman

Dear Shareholders,

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.

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 Sirivadhanabhakdi Chairman of the Board

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


CEO Talk

12 13

Dear Shareholders,

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.

CEO Talk

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.

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.

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 Sirivadhanabhakdi President and CEO

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


Board of Directors 1

2

3

Mr. Charoen Sirivadhanabhakdi Chairman

Khunying Wanna Sirivadhanabhakdi Vice Chairman

Mr. Narong Srisa-an Vice Chairman

4

5

6

Mr. Komen Tantiwiwatthanaphan Vice Chairman

Mr. Puchchong Chandhanakij Director

Ms. Kanoknart Rangsithienchai Director

7

8

9

Mr. Prasit Kovilaikool Independent Director and Audit Committee Chairman

Prof. Kanung Luchai Independent Director and Audit Committee Member

Mr. Manu Leopairote Independent Director and Audit Committee Member

10

11

12

Mr. Ng Tat Pun Independent Director and Audit Committee Member

Mr. Michael Lau Hwai Keong Independent Director

Prof. Pornchai Matangkasombut Independent Director


14 15

14

15

Dr. Sakthip Krairiksh Independent Director

Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director

Mr. Vivat Tejapaibul Director

16

17

18

Mr. Panote Sirivadhanabhakdi Director

Mr. Thapana Sirivadhanabhakdi President and CEO

Mr. Ueychai Tantha-Obhas Director and Executive Vice President

19

20

Mr. Sithichai Chaikriangkrai Director and Executive Vice President

Dr. Pisanu Vichiensanth Director and Senior Vice President

* Ms. Vaewmanee Soponpinij Company Secretary / Secretary to the Board Ms. Nantika Ninvoraskul Assistant Secretary to the Board

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Board of Directors

13


Executive Committee 1

2

3

Mr. Charoen Sirivadhanabhakdi Executive Chairman

Khunying Wanna Sirivadhanabhakdi 1st Executive Vice Chairman

Mr. Narong Srisa-an 2nd Executive Vice Chairman

4

5

6

Mr. Komen Tantiwiwatthanaphan 3rd Executive Vice Chairman

Mr. Puchchong Chandhanakij 4th Executive Vice Chairman

Ms. Kanoknart Rangsithienchai 5th Executive Vice Chairman

7

8

9

Mr. Thapana Sirivadhanabhakdi President and CEO

Mr. Ueychai Tantha-Obhas Director and Executive Vice President

Mr. Sithichai Chaikriangkrai Director and Executive Vice President

10

11

12

Dr. Pisanu Vichiensanth Director and Senior Vice President

Mr. Prapakon Thongtheppairot Senior Vice President

Mr. Marut Buranasetkul  Senior Vice President


13

Management Committee

Mr. Jean Lebreton Senior Vice President

1. Mr. Thapana Sirivadhanabhakdi President and CEO Marketing / International Business

14

2. Mr. Ueychai Tantha-Obhas Director and Executive Vice President Sales / Spirits Business Group

Executive Committee & Management Committee

16 17

3. Mr. Sithichai Chaikriangkrai Director and Executive Vice President Finance 4. Dr. Pisanu Vichiensanth Director and Senior Vice President Beer Production Mr. Kosit Suksingha Senior Vice President

5. Mr. Prapakon Thongtheppairot Senior Vice President Beer Business Group

15

6. Mr. Marut Buranasetkul  Senior Vice President Non-Alcohol Production / F&B Business Group 7. Mr. Jean Lebreton Senior Vice President Strategy

16

Ms. Vaewmanee Soponpinij Senior Vice President

9. Mr. Vichate Tantiwanich Senior Vice President General Affairs 10. Ms. Vaewmanee Soponpinij Senior Vice President Corporate Services

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Mr. Vichate Tantiwanich Senior Vice President

8. Mr. Kosit Suksingha Senior Vice President Related Business


Profile of Directors & Key Management

Mr. Charoen Sirivadhanabhakdi

Khunying Wanna Sirivadhanabhakdi

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.

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.

Chairman / Executive Chairman

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.

Vice Chairman / 1st Executive Vice Chairman

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.


Profile of Directors & Key Management

18 19

Mr. Narong Srisa-an

Mr. Puchchong Chandhanakij

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. 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.

Mr. Komen Tantiwiwatthanaphan

Ms. Kanoknart Rangsithienchai

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.

Vice Chairman / 3rd Executive Vice Chairman

Director / 4th Executive Vice Chairman

He holds a Bachelor of Business Administration and a Master of Science in Accounting from California State University, Long Beach, USA.

Director / 5th Executive Vice Chairman

She holds a Bachelor of Accounting from Thammasat University and has completed the Director Accreditation Program with the Thai Institute of Directors.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Vice Chairman / 2nd Executive Vice Chairman


Mr. Prasit Kovilaikool

Prof. Kanung Luchai

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.

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.

Independent Director and Audit Committee Chairman

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.

Independent Director and Audit Committee Member

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.


Profile of Directors & Key Management

20 21

Mr. Manu Leopairote

Mr. Ng Tat Pun

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.

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 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.

Independent Director and Audit Committee Member

He holds a Bachelor of Arts degree (Economics and History) from the University of Singapore.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Independent Director and Audit Committee Member


Mr. Michael Lau Hwai Keong

Prof. Pornchai Matangkasombut

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.

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.

Independent Director

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.

Independent Director

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.


Profile of Directors & Key Management

22 23

Dr. Sakthip Krairiksh

Gen. Dr. Choo-Chat Kambhu Na Ayudhya

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.

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 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.

Independent Director

He received his Diploma in Medicine from Westf. Wilhelms Universit채t zu Munster, and Doctorate in Medicine from the Georg-August Universit채t 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Independent Director


Mr. Vivat Tejapaibul

Mr. Thapana Sirivadhanabhakdi

Director

President and CEO

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.

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.

He holds a Bachelor of Laws from Thammasat University and a Master’s Degree in Business Administration from Fairleigh Dickinson University, USA.

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.

Mr. Panote Sirivadhanabhakdi Director

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.

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.


Profile of Directors & Key Management

24 25

Mr. Ueychai Tantha-Obhas

Mr. Sithichai Chaikriangkrai

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.

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 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.

Director and Executive Vice President

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Director and Executive Vice President


Dr. Pisanu Vichiensanth

Mr. Prapakon Thongtheppairot

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.

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.

Director and Senior Vice President

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.

Senior Vice President

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.


Profile of Directors & Key Management

26 27

Mr. Marut Buranasetkul

Mr. Jean Lebreton

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.

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.

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.

Mr. Lebreton has an MBA from Wharton School of the University of Pennsylvania.

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.

Senior Vice President

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Senior Vice President


Mr. Kosit Suksingha

Mr. Vichate Tantiwanich

Senior Vice President

Senior 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. 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.

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.

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.


Profile of Directors & Key Management

28 29

Ms. Vaewmanee Soponpinij Senior Vice President

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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


Product Portfolio

BROWN SPIRITS Mungkorn Thong

Hong Thong

Sangsom Special Rum

Blend 285

Blend 285 (1 Litre)

Blend 285 Signature

Mekhong

Phraya

Crown 99

Drummer


30 31

WHITE SPIRITS Paitong 30 Degrees

Paitong 35 Degrees

White Bear 30 Degrees

White Bear 35 Degrees

Niyomthai 28 Degrees

Niyomthai 30 Degrees

Niyomthai 35 Degrees

Niyomthai 40 Degrees

Mungkorn Tajeen 30 Degrees

Mungkorn Tajeen 35 Degrees

Mungkorn Tajeen 40 Degrees

Product Portfolio

Ruang Khao Ruang Khao Ruang Khao Ruang Khao 40 35 30 28 Degrees Degrees Degrees Degrees

White Tiger 30 Degrees

Chaiya

Chao Praya

White Tiger 35 Degrees

White Tiger 40 Degrees

Mae Wang

Phayanak

Phaya Seur

White Bear 40 Degrees

Bangyikhan

Brandy

Chinese Herb Spirits

Meridian

Sua Dum

ChiangChun

Choo Sip Niw

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

White Tiger 28 Degrees


Beer Chang Classic

Chang Export

Archa

Chang Draught

Chang Light

Federbr채u

Non-Alcohol Beverage Chang Drinking Water

Chang Soda Water Original

Chang Bitter Lime-Lemon Flavored Soda Water

Chang Apple Mint Flavored Soda Water

Chang Blue Magic Tonic Soda Water

Chang Soda Water Returnable bottle


32 33

Non Alcohol Beverage - Sermsuk est Strawberry

est Cream Soda

est Orange

est Lemon Lime

Crystal Drinking Water

Power Plus (Electrolyte Beverage)

Wrangyer

Product Portfolio

est Cola

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Crystal Soda Water


Non Alcohol Beverage - Oishi Oishi Green Tea PET (500 ML)

Oishi Green Tea PET (380 ML)

Oishi Green Tea UHT (250 ML)

Oishi Chakulza (320 ML)

Oishi Green Tea PET (1000 ML)

Oishi Returnable Bottle (400 ML)

Oishi Fruito (350 ML)

Amino OK Plus (360 ML)

Oishi Matcha Latte (270 ml)


34 35

Oishi Chilled, Frozen Food and Snack Kani

Product Portfolio

Gyoza

Sandwich

Onori Seaweed Snack

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Japanese Restaurants/kiosks


International ProducT Portfolio - INTERBEV THAI BRANDS Chang Beer

Chang Beer 6 pack

Mekhong

Phraya

Single Malt Scotch Whisky Old Pulteney 12 year old

Balblair 1969

Old Pulteney 17 year old

Old Pulteney 21 year old

anCnoc 12 year old

Old Pulteney 40 year old

anCnoc 16 year old

Old Pulteney Navigator

anCnoc 22 year old

anCnoc 35 year old

Balblair 1983

Balblair 1990

Speyburn 10 year old

Balblair 1997

Speyburn Bradan Orach

Balblair 2003

Speyburn 25 year old


Product Portfolio

36 37

Blended Scotch Whisky

Catto’s Rare Old Scottish

Hankey Bannister 12 year old Regency

Catto’s 12 year old

Catto’s 25 year old

Hankey Bannister 25 year old

Hankey Bannister 21 year old Partner’s Reserve

MacArthur’s

RUM

Vodka

Gin

BlackMask Spiced Pacific Rum

Kulov

Caorunn

Chinese Spirits Yuanjiang 6 year

Yuanjiang 9 year

Hankey Bannister 40 year old

Coldstream

Chinese Wines Yu Lin Quan Grand Classic 9 year

Longevity

Ningbo Pagoda ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Hankey Bannister Original


F&N ProducT Portfolio ISOTONIC 100PLUS

100PLUS EDGE

Soya F&N NUTRISOY

F&N SEASONS Soya Bean Drink

Asian Drinks F&N NUTRITEA

F&N SEASONS Asian Drinks

TEA F&N SEASONS Black Tea

F&N SEASONS Green Tea


38 39

Sparkling Drinks

Product Portfolio

F&N Sparkling Drinks

MY COLA

Water F&N ICE MOUNTAIN Bottled Water

F&N Cordials

F&N Sun Valley Cordials

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Cordials


Pasteurised Milk F&N MAGNOLIA Fresh Milk

F&N MAGNOLIA Lo-Fat-Hi-Cal DHA Omega-3 Fresh Milk

F&N MAGNOLIA Lo-Fat-Hi-Cal Fresh Milk

FARMHOUSE Fresh Milk

F&N Magnolia Pasteurised Milk (Thailand)

F&N DAISY Fresh Milk

F&N Magnolia Choc Malt

F&N Magnolia Whipping Cream and F&N Magnolia Half Cream

UHT Milk F&N MAGNOLIA UHT Milk

F&N MAGNOLIA Smoo UHT Milk

F&N MAGNOLIA Low Fat UHT Milk

FARMHOUSE Full Cream UHT Milk


40 41

Sterilised Milk F&N MAGNOLIA Sterilised Milk

Product Portfolio

F&N MAGNOLIA Smoo Sterilised Milk

Yoghurt F&N MAGNOLIA Yoghurt Smoothie

F&N aLIVE Low Fat Yoghurt

Sweetened Condensed Milk & Evaporated Milk F&N Sweetened Condensed Milk

BLUE COW

TEA POT ANNUAL REPORT 2013 Thai Beverage Public Company Limited

GOLD COIN

F&N Evaporated Milk


Juices F&N FRUIT TREE FRESH 100% Juice

F&N FRUIT TREE FRESH Juice Drink

F&N Fruit Tree Fresh Juice Drink (Thailand)

F&N FRUIT TREE Ready-To-Drink

No.1 JUICE

Cereal Bars

coffee

F&N aLIVE Snack Bars

F&N Creations 3-in-1 Coffee Mix


42 43

Ice Cream – Novelties F&N MAGNOLIA GOTCHA

F&N MAGNOLIA CRAVIO

F&N MAGNOLIA TROPICAL SLING

Product Portfolio

JWEL

F&N MAGNOLIA MAG-A-CONE

KING’S POTONG

F&N MAGNOLIA SHERBET

KING’S TUB

KING’S GRAND

Myanmar Double Strong

Andaman Gold

Ice Cream – Tubs F&N MAGNOLIA TUB

Myanmar Beer

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Beer


2013 Awards

Corporate Awards Asia’s Best CEO (Investor Relations)

Best Investor Relations

Asia’s Icon on Corporate Governance

Mr. Thapana Sirivadhanabhakdi From : 3rd Asian Excellence Recognition Awards 2013 By : Corporate Governance Asia

From : 3rd Asian Excellence Recognition From : 9th Corporate Governance Asia Recognition Awards 2013 Awards 2013 By : Corporate Governance Asia By : Corporate Governance Asia

ASIAN Company Secretary of the year

Most Organised Investor Relations

Ms. Vaewmanee Soponpinij From : 1st Asian Company Secretary of the Year Recognition Awards 2013 By : Corporate Governance Asia

From : 3rd Annual Southeast Asia Institutional Investor Corporate Awards By : Alpha Southeast Asia

ASIAN Corporate Director Mr. Thapana Sirivadhanabhakdi From : 4th Asian Corporate Director Recognition Awards 2013 By : Corporate Governance Asia

Most Transparent Company Award 2013, Runner-Up in Foreign Listings From : 14th Investors’ Choice Awards 2013 By : Securities Investors Association (Singapore)


44 45

Balblair 1989

Balblair 1975

Speyburn 25 years old

Award : Monde Selection Gold From : Institute for Quality Selections, Bruxelles, Belgium

Award : Gold From : International Wine and Spirits Competition (IWSC) 2013

Award : Gold From : International Wine and Spirits Competition (IWSC) 2013

Award : Gold From : International Wine and Spirits Competition (IWSC) 2013

Balblair 1997

Speyburn 25 years old

Speyburn 10 years old

Speyburn 25 years old

Award : Gold From : International Spirits Challenge 2013

Award : Platinum From : Beverage Testing Institute 2013

Award : Gold Medal From : San Francisco World Spirits Competition 2013

Award : Double Gold Medal From : San Francisco World Spirits Competition 2013

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Chang Beer

Awards

Product Awards


BE…PART OF YOUR PRECIOUS MOMENTS WITH LOVED ONE We 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.


ANNUAL REPORT 2013 Thai Beverage Public Company Limited

BE…PART OF YOUR PRECIOUS MOMENTS WITH LOVED ONE

46 47


BE...BY YOUR SIDE Staying 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.


ANNUAL REPORT 2013 Thai Beverage Public Company Limited

BE...BY YOUR SIDE

48 49


BE‌YOUR PROXY FOR GLOBAL SUCCESS Success 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, effective teamwork, 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.


ANNUAL REPORT 2013 Thai Beverage Public Company Limited

BE…YOUR PROXY FOR GLOBAL SUCCESS

50 51


BE‌CONNECTED TO YOU

52 53

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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

BE‌CONNECTED TO YOU

Through 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.


SHAREHOLDING STRUCTURE

54 55

as at December 31, 2013

THAI BEVERAGE PUBLIC COMPANY LIMITED

100%

Beer Thip Brewery (1991) Co., Ltd.

Fuengfuanant Co., Ltd.

100%

Cosmos Brewery (Thailand) Co., Ltd.

100%

Mongkolsamai Co., Ltd.

100%

Beer Thai (1991) Public Company Limited

100%

Thanapakdi Co., Ltd.

100%

Kanchanasingkorn Co., Ltd.

100%

Sura Piset Thipharat Co., Ltd.

100%

Sura Bangyikhan Co., Ltd.

100%

Sangsom Co., Ltd.

100%

100%

100%

Liquor Marketing Group

Beer Group

Vidhayathan Co., Ltd.

Mekhong Distillery Limited

Marketing Group

Sole Agent Group

Sale Group 100%

Thipchalothorn Co., Ltd.

100%

Krittayabun Co., Ltd.

100%

International Business Group

Thai Beverage Marketing Co., Ltd.

100%

100%

Chang International Co., Ltd.

100%

Chang Corp Co., Ltd.

(b)

International Beverage Holdings Limited 100%

InterBev (Singapore) Limited

100%

InterBev (Cambodia) Co., Ltd.

Super Brands Company Pte. Ltd.

100%

Pomthip (2012) Co., Ltd.

100%

Num Yuk Co., Ltd.

100%

Surathip Co., Ltd.

100%

Pomkit Co., Ltd.

100%

Num Kijjakarn Co., Ltd.

100%

Sunthornpirom Co., Ltd.

100%

Pomklung Co., Ltd.

100%

Num Palang Co., Ltd.

100%

Piromsurang Co., Ltd.

100%

InterBev Malaysia Sdn. Bhd.

100%

Pomchok Co., Ltd.

100%

Num Muang Co., Ltd.

100%

Best Spirits Company Limited

100%

Pomcharoen Co., Ltd.

100%

Num Nakorn Co., Ltd.

100%

International Beverage Holdings (China) Limited

100%

Pomburapa Co., Ltd.

100%

Num Thurakij Co., Ltd.

100%

100%

Dhospaak Co., Ltd.

100%

InterBev Trading (China) Limited

100%

Yunnan Yulinquan Liquor Co., Ltd.

100%

Athimart Co., Ltd.

100%

Pompalang Co., Ltd.

100%

Numrungrod Co., Ltd.

100%

S.S. Karnsura Co., Ltd.

100%

Pomnakorn Co., Ltd.

100%

Numthip Co., Ltd.

100%

Kankwan Co., Ltd.

100%

International Beverage Holdings Limited USA, Inc.

100%

Theparunothai Co., Ltd.

100%

Blairmhor Limited (N)

100%

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

100%

United Winery and Distillery Co., Ltd.

100%

Simathurakij Co., Ltd.

100%

Nateechai Co., Ltd.

100%

Luckchai Liquor Trading Co., Ltd.

100%

Sura Piset Pattharalanna Co., Ltd.*

100%

United Products Co., Ltd.

Modern Trade Sale Group 100%

100% 99.84%

Thai Drinks Co., Ltd.

Modern Trade Management Co., Ltd.

SPM Foods and Beverages Company Limited

100%

Thai Beverage Brands Co., Ltd.

Thai Molasses Co., Ltd.

100%

Archa Beer Co., Ltd.

100%

Beer Chang Co., Ltd.

100%

Thai Beverage Energy Co., Ltd.

99.72%

Oishi Group

Sermsuk Group

100%

Feed Addition Co., Ltd.

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

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

100%

Pan International (Thailand) Co., Ltd.

Oishi Group Public Company Limited 100%

Oishi Trading Co., Ltd.

100%

Oishi Ramen Co., Ltd.

100%

Oishi International Holdings Limited

64.66%

Sermsuk Public Company Limited 100%

Sermsuk Holdings Co., Ltd. 100%

(c)

100% 40%

Sermsuk Beverage Co., Ltd. Wrangyer Beverage (2008) Co., Ltd.

Petform (Thailand) Co., Ltd.

100%

Sermsuk Training Co., Ltd.

100%

Great Brands Limited

100%

Charun Business 52 Co., Ltd.

100%

Thai Cooperage Co., Ltd.*

100%

Thai Beverage Recycle Co., Ltd.

100%

Thai Beverage Logistics Co., Ltd.

Others

Trademark Group

Related Business Group

Group of Listed Companies on the Stock Exchange of Thailand

79.66%

International Beverage Holdings (UK) Limited

100%

Non-Alcohol Beverage Business Group Group of Company Limited

100%

100%

Chang Beer International Co., Ltd.

Speyburn-Glenlivet Distillery Company Limited (D) (N)

100%

The Knockdhu Distillery Company Limited (D) (N)

100%

The Balblair Distillery Company Limited (D) (N)

100%

The Pulteney Distillery Company Limited (D) (N)

49.49%

Liquorland Limited

Thai Beverage Training Co., Ltd.

100%

Wee Beastie Limited (D) (N)

100%

C A C Co., Ltd.

100%

Moffat & Towers Limited (D) (N)

(1)

Thai Thum Distillery Co., Ltd. (N) 40%

58.63%

* 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.

100%

100%

99.90%

(D) (N)

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

Blairmhor Distillers Limited (D) (N)

Sura Piset Sahasan Co.,

Ltd. (N)

18.55% 41.45%

100%

Thai Cooperage Co., Ltd.*

Inver House Distillers Limited

Sura Piset Pattharalanna Co., Ltd.*

33.83%

Sura Piset Samphan Co., Ltd. (N)

7.54%

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

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.

100%

Glen Calder Blenders Limited (D) (N)

100%

Hankey Bannister & Company Limited (D) (N)

100%

R Carmichael & Sons Limited (D) (N)

100%

James Catto & Company Limited (D) (N)

100%

Mason & Summers Limited (D) (N)

100%

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

100%

Beer Chang International Limited

100%

International Beverage Trading Limited

100%

InterBev Trading (Hong Kong) Limited (2)

100%

InterBev Investment Limited 28.54%

Fraser and Neave, Limited

(a)

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Brewery Group

Distillery Group

SHAREHOLDING STRUCTURE

Registered capital of Baht 29,000,000,000 with paid-up capital of Baht 25,110,025,000 consisting of 25,110,025,000 issued common shares, with the par value of Baht 1 each.


Report of the Board of Directors Breakdown in Shares and Types of Share As at December 31, 2013

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding Remark

1.

Beer Thai (1991) Public Company Limited 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Beer brewery and production of 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 Road Chomphon Sub-District Chatuchak 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 Road Chomphon Sub-District Chatuchak 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 Road Chomphon Sub-District Chatuchak 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 Toom Amphoe 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-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

7.

Thanapakdi Co., Ltd. 315 Moo 4, Tambon Mae Faek Amphoe San Sai, Chiang Mai 50290

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

8.

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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

9.

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

Spirits distillery

Common

4,000,000,000.00

400,000,000

400,000,000

100.00%

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

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

11. S.S. Karnsura Co., Ltd. 101 Moo 8, Tambon Kaeng Dom Amphoe Sawang Wirawong Ubon Ratchathani 34190

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

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

Spirits distillery

Common

5,000,000,000.00

500,000,000

500,000,000

100.00%


Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

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

Spirits distillery

Common

1,800,000,000.00

180,000,000

180,000,000

100.00%

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

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

18. Luckchai Liquor Trading Co., Ltd. Spirits distillery 46 Moo 1, Tambon Nong Klang Na Amphoe Muang Ratchaburi, Ratchaburi 70000

Common

800,000,000.00

80,000,000

80,000,000

100.00%

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

Spirits distillery

Common

1,000,000,000.00

10,000,000

10,000,000

100.00%

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

Beer, spirits and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

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 Road Tambon Padad, Amphoe Muang Chiang Mai Chiang Mai 50100

Beer and non-alcoholic beverages distributor

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 Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

24. Pomcharoen Co., Ltd. 135/3 Moo 4, Kanchanavithi Road Tambon Bang Kung Amphoe Muang Surat Thani Surat Thani 84000

Beer and non-alcoholic beverages distributor

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 Suan Amphoe Muang Chon Buri Chon Buri 20000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

Company / Location

% of Shareholding Remark

Report of the Board of Directors

56 57

(Registered the change of Company’s address on October 1, 2013) 21. Pomkit Co., Ltd. 383 Moo 8, Tambon Banpo Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30310

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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


Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

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

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

27. Pomnakorn Co., Ltd. 85/35, 85/36 Petchakasem Road Tambon Na-Muang, Amphoe Muang Ratchaburi Ratchaburi 70000

Beer and non-alcoholic beverages distributor

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-District Laksi District, Bangkok 10210

Beer and non-alcoholic beverages distributor

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-District Laksi 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 Banpo Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30310

Spirits distributor Common

10,000,000.00

1,000,000

1,000,000

100.00%

31. Num Palang Co., Ltd. 22/1 Soi 2 (Paprao), Paprao Road Tambon Padad, Amphoe Muang Chiangmai Chiang Mai 50100

Spirits distributor Common

10,000,000.00

1,000,000

1,000,000

100.00%

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

Spirits distributor Common

10,000,000.00

1,000,000

1,000,000

100.00%

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

Spirits distributor Common

10,000,000.00

1,000,000

1,000,000

100.00%

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

Spirits distributor Common

10,000,000.00

1,000,000

1,000,000

100.00%

35. Numrungrod Co., Ltd. Spirits Distributor Common 439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen, Khon Kaen 40000

10,000,000.00

100,000

100,000

100.00%

Spirits Distributor Common 36. Numthip Co., Ltd. 85/33, 85/34 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi, Ratchaburi 70000

10,000,000.00

100,000

100,000

100.00%

% of Shareholding Remark

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

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

Beer, spirits and Common non-alcoholic beverages agency

1,000,000.00

100,000

100,000

100.00%

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

Beer, spirits and Common non-alcoholic beverages agency

5,000,000.00

500,000

500,000

100.00%

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

Beer, spirits and Common non-alcoholic beverages agency

1,200,000.00

120,000

120,000

100.00%

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

Beer, spirits and Common non-alcoholic beverages agency

5,000,000.00

500,000

500,000

100.00%


58 59

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

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

Beer, spirits and Common non-alcoholic beverages agency

5,000,000.00

500,000

500,000

100.00%

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

Trading of feeds and fertilizer

Common

1,000,000.00

10,000

10,000

100.00%

45. Pan International (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon 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 Road Chomphon 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 Road Chomphon 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 Road Chomphon 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 5 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak 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 Road Chomphon Sub-District Chatuchak District, Bangkok 10900

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

300,000,000.00

30,000,000

30,000,000

100.00%

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

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-District Chatuchak District, Bangkok 10900

Training

Common

2,500,000.00

1,000,000

1,000,000

100.00%

53. International Beverage Holdings Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Holding company

Ordinary

HKD 3,160,452,000.00 3,160,452,000 3,160,452,000

100%

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

Trademark holding

Common

5,000,000.00

50,000

50,000

100.00%

Report of the Board of Directors

% of Shareholding Remark

(1)

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Company / Location

Type of Business


Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

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

Trademark holding Common and production of concentrate materials

1,000,000.00

10,000

10,000

100.00%

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

Trademark holding Common and production of concentrate materials

1,000,000.00

100,000

100,000

100.00%

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

Holding company

Common

1,000,000,000.00

10,000,000

10,000,000

100.00%

58. United Products Company Limited 56 Sukhapibal Road, Tambon Nakhon Chai Si Amphoe 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 Building Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Distribution of beverages

Common

60,000,000.00

600,000

600,000

100.00%

60. Oishi Group Public Company Limited 19th-20th Floors, Park Ventures Ecoplex 57 Wireless Road, Lumpini Pathumwan, 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

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-District Chatuchak District, Bangkok 10900

Production and distribution of spirits

Common

14,000,000.00

17,500

17,483

99.90%

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

Environmental public relations

Common

5,000,000.00

500,000

500,000

100.00%

66. InterBev (Singapore) Limited No. 138 Cecil Street, # 05-02 Cecil Court Singapore 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 Tkov Khan Chamkamorn, Phnom Penh Kingdom of Cambodia

Trading of alcoholic beverages

Ordinary

USD 200,000.00

1,000

1,000

100.00%

% of Shareholding Remark

(Incorporated on April 29, 2013)

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


60 61

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

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

Trading of alcoholic beverages

Ordinary

MYR 100,000.00

100,000

100,000

100.00%

69. Best Spirits Company Limited Room 901-2, Silvercord Tower 1 30 Canton Road Tsim Sha Tsui, Konloon, Hong Kong

Trading of alcoholic beverages

Ordinary

HKD 15,300,000.00

15,300,000

15,300,000

100.00%

70. International Beverage Holdings (UK) Limited Moffat 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) Limited Room 901-2, Silvercord Tower 1 30 Canton Road Tsim 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 Limited 79 Moo 3, Tambon Lamlookbua Amphoe Dontoom Nakhon Pathom 73150

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

606,250,000.00

60,625,000

60,526,250

99.84%

73. Oishi Trading Co., Ltd. 19th-20th Floors, Park Ventures Ecoplex 57 Wireless Road Lumpini Pathumwan, Bangkok 10330

Production and Common distribution of food and beverage

420,000,000.00

4,200,000

3,345,670

79.66%

(2)

74. Oishi Ramen Co., Ltd. 19th-20th Floors, Park Ventures Ecoplex 57 Wireless Road, Lumpini Pathumwan, Bangkok 10330

Japanese ramen restaurants

Common

158,000,000.00

1,580,000

1,258,610

79.66%

(2)

75. Oishi International Holdings Limited Room 901-2, Silvercord Tower 1 30 Canton Road Tsim 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 Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Dormant

Common

1,000,000.00

100,000

100,000

100.00%

77. Mekhong Distillery Limited 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak 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 Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Advertising and marketing serviecs

Common

100,000.00

10,000

10,000

100.00%

79. Chang Corp Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Advertising and marketing services

Common

100,000.00

10,000

10,000

100.00%

80. Beer Chang International Limited No. 138 Cecil Street, # 05-02 Cecil Court Singapore 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 Limited XL House, One Bermudiana Road Hamilton HM 11, Bermuda

Trading of alcoholic beverages

Ordinary

US$ 100,000.00

100,000

100,000

100.00%

82. Sermsuk Public Company Limited Muang 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%

Report of the Board of Directors (c)

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Company / Location

% of Shareholding Remark


Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

83. InterBev Investment Limited Room 901-2, Silvercord Tower 1 30 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) Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Sales and Ordinary marketing of food and beverage products

HKD 10,000.00

10,000

10,000

100%

(6)

(7)

Company / Location

Type of Business

% of Shareholding Remark

(Incorporated on September 13, 2013) 85. International Beverage Holdings Limited USA, Inc. 275 Madison Avenue, Suite 701 New York, NY 10016

Trading of alcoholic beverages

Common

USD 1.00

1,000

1,000

100.00%

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

Trademark holding

Ordinary

SGD 8,210,000.00

8,210,000

8,210,000

100.00%

87. Blairmhor Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Holding company

Common

£9,009,407.00

900,940,700

900,940,700

100.00%

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

Production and distribution of spirits

Common

£10,000,000.00

10,000,000

10,000,000

100.00%

89. InterBev Trading (China) Limited Room 01-03 Level 1, No. 63 Kunluo Road Shuangjiang Town, Eshan County Yuxi City, Yunnan, China 653200

Trading of alcoholic beverages

-

RMB 10,000,000.00

-

-

100.00%

(8)

-

RMB 159,388,200.00

-

-

100.00%

(8)

90. Yunnan Yulinquan Liquor Co., Ltd. Spirits distillery Yulin Village, Shuangjiang Town, Eshan County Yuxi City, Yunnan, China 653200 91. Blairmhor Distillers Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£200.00

2,000

2,000

100.00%

92. Wee Beastie Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£100.00

100

100

100.00%

93. Moffat & Towers Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£1.00

1

1

100.00%

94. Glen Calder Blenders Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£100.00

100

100

100.00%

95. Hankey Bannister & Company Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£100.00

100

100

100.00%

96. R. Carmichael & Sons Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£30,000.00

30,000

30,000

100.00%

97. J MacArthur Junior & Company Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£100.00

100

100

100.00%

98. Mason & Summers Limited# 10 Foster Lane, London, EC2V 6HH, England

Dormant

Common

£10,030.00

10,030

10,030

100.00%

99. James Catto & Company Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£50,000.00

50,000

50,000

100.00%

100. The Knockdhu Distillery Company Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£100.00

100

100

100.00%

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# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£2.00

2

2

100.00%

103. The Balblair Distillery Company Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£2.00

2

2

100.00%


62 63

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

104. Sermsuk Holdings Co., Ltd. Muang Thai-Phatra Complex Tower 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 Limited Room 901-2, Sivercord, Tower 1 30 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 Limited 8 Westbank Road, Belfast, BT3 9JL Northern Ireland

Off licences

Common

£495,000.00

495,000

245,000

49.49%

Common

75,000,000.00

7,500,000

1,939,708

25.86%

SGD 1,457,917,108.88 1,444,910,386

412,423,822

28.54%

Manufacture and 110. Petform (Thailand) Co., Ltd. distribution of 75/102-103 Ocean Tower 2 th 35 Floor, Sukhumvit Soi 19, Bangkok 10110 plastic packaging 111. Fraser and Neave, Limited 438 Alexandra Road #21-00 Alexandra Point, Singapore 119958

Holding Company Ordinary

Report of the Board of Directors

Company / Location

% of Shareholding Remark

(9) (d)

(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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Remarks: #These are currently non-trading companies


List of Direct and Deemed Interests of Each Director As at January 21, 2014

Name of directors (1)

1. Mr. Charoen Sirivadhanabhakdi

Percentage Number of of Shares Shareholding

Direct Interests

Thai Beverage Public Company Limited

Siriwana Co., Ltd. (3)

2. Khunying Wanna Sirivadhanabhakdi

-

-

Increase (decrease) during the accounting period (2)

Percentage Number of of Shares Shareholding

Deemed Interests

- Director and his spouse have deemed interests through his associated companies in THBEV shares, totaling of Shiny Treasure Holdings Limited (3)

16,544,687,762

65.89

369,750,000

25.50

Maxtop Management Corp. (4)

-

-

MM Group Limited (4)

Risen Mark Enterprise Ltd. (5)

-

-

Golden Capital (Singapore) Limited (6)

-

-

Shiny Treasure Holdings Limited

25,000

50.00

-

-

-

MM Group Limited

25,000

50.00

-

-

-

-

-

16,544,687,762

65.89

Thai Beverage Public Company Limited

Siriwana Co., Ltd. (3)

710,500,000

49.00

50,000

100.00

MM Group Limited (5)

50,000

100.00

MM Group Limited (6)

140,600,420

100.00

- Director and her spouse have deemed interests through her associated companies in THBEV shares, totaling of Shiny Treasure Holdings Limited (3)

369,750,000

25.50

Maxtop Management Corp. (4)

-

-

MM Group Limited (4)

710,500,000

49.00

50,000

100.00

Risen Mark Enterprise Ltd. (5)

-

-

Golden Capital (Singapore) Limited (6)

-

-

MM Group Limited (5)

50,000

100.00

MM Group Limited (6)

140,600,420

Shiny Treasure Holdings Limited

25,000

50.00

-

-

100.00 -

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

-

-

-

-

-

-

-

50,000,000

0.20

15. Mr. Vivat Tejapaibul

Thai Beverage Public Company Limited 191,541,500

0.76 (50,000,000) His Spouse

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.


Statistics of Shareholders

64 65

Report of the Board of Directors

As at March 17, 2014

INFORMATION ON SHARE CAPITAL Authorised share capital Issued and fully paid-up capital Class of shares Number of shares issued Voting rights

Baht 29,000,000,000 Baht 25,110,025,000 Common shares with a par value of Baht 1 25,110,025,000 shares One vote per one share

Analysis of Shareholders by Size of Shareholdings Size of Shareholdings 1 – 999 1,000 – 10,000

Number of Shareholders

%

Number of Shares

12

10.17

1,208

0.00

1

0.85

5,000

0.00

%

10,001 – 1,000,000

39

33.05

12,118,689

0.05

1,000,001 and above

66

55.93

25,097,900,103

99.95

118

100.00

25,110,025,000

100.00

Total

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 Number of Shares

%

1.

Siriwana Co., Ltd.

11,368,060,000

45.27

2.

The Central Depository (Pte) Limited

8,169,719,364

32.54

3,694,675,000

14.71

3.

Maxtop Management Corp.

4.

Nexus Power Investment Limited

420,514,080

1.67

5.

Mr. Thapana Sirivadhanabhakdi

107,000,000

0.43

6.

Mrs. Thapanee Techajareonvikul

107,000,000

0.43

7. 8. 9.

Mr. Panote Sirivadhanabhakdi Mrs. Wallapa Traisorat Mrs. Atinant Bijananda

107,000,000 107,000,000 88,000,000

0.43 0.43 0.35

10. Mr. Natthavat Tejapaibul

72,377,500

0.29

11. Mrs. Varang Chaiyawan

65,650,500

0.26

12. Mr. Winyou Chaiyawan

65,641,500

0.26

13. Mr. Vanich Chaiyawan

64,863,500

0.26

14. Mr. Veeravet Chaiyawan

61,600,000

0.24

15. Miss Weena Chaiyawan

50,000,000

0.20

16. Mrs. Chompoonuch Tejapaibul

50,000,000

0.20

17. Mrs. Nontana Chaiyawan

48,000,000

0.19

18. Mr. Vivat Tejapaibul 19. Mr. Pachara Photijad 20. Mr. Chai Chaiyawan

41,541,500 37,450,000 36,729,500

0.16 0.15 0.15

24,762,822,444

98.62

Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

No. Name of shareholders


Statistics of Shareholders under The Central Depository (Pte) Limited Size of Shareholdings 1 – 999

Number of Shareholders

%

Number of Shares

%

17

0.14

3,518

0.00

1,000 – 10,000

7,233

58.14

39,444,186

0.48

10,001 – 1,000,000

5,134

41.27

299,730,979

3.67

1,000,001 and above

56

0.45

7,830,540,681

95.85

12,440

100.00

8,169,719,364

100.00

Total

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

28.40

2.

United Overseas Bank Nominees (Private) Limited

1,633,470,515

19.99

3.

DBS Nominees (Private) Limited

1,456,543,392

17.83

4.

DBSN Services Pte. Ltd.

1,092,713,430

13.38

5.

HSBC (Singapore) Nominees Pte Ltd

356,166,128

4.36

6.

UOB Kay Hian Private Limited

320,048,000

3.92

7.

LIM & TAN Securities Pte Ltd

102,765,000

1.26

8.

Vivat Tejapaibul

100,000,000

1.22

9.

Raffles Nominees (Pte) Limited

79,243,743

0.97

10. BNP Paribas Securities Services Singapore Branch

62,450,262

0.76

11. Morgan Stanley Asia (Singapore) Securities Pte Ltd

53,817,376

0.66

12. Paramount Assets Investments Pte Ltd

30,500,000

0.37

13. Lee Pineapple Company Pte Ltd

27,500,000

0.34

14. Bank of Singapore Nominees Pte. Ltd.

22,143,000

0.27

15. DB Nominees (Singapore) Pte Ltd

21,596,391

0.26

16. OCBC Securities Private Limited

17,460,000

0.21

17. CIMB Securities (Singapore) Pte. Ltd.

16,748,000

0.21

18. DBS Vickers Securities (Singapore) Pte Ltd

13,225,800

0.16

19. Merrill Lynch (Singapore) Pte Ltd

12,566,243

0.15

20. Sunfield Pte Ltd

12,000,000

0.15

7,751,027,174

94.87

Total


Report of the Board of Directors

66 67

Particular of significant contracts with the interested persons for the year 2013 consist of: Molasses purchase agreements Thai 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 agreement On 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 Land improvement

16,884 638

Building and improvements

11,363

Total

28,885

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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


Organization Structure

AUDIT COMMITTEE

BOARD OF DIRECTORS

Office of Internal Audit

EXECUTIVE COMMITTEE

PRESIDENT AND CEO

Office of the President

Center of Excellence

CORPORATE SERVICES

GENERAL AFFAIRS

STRATEGY

FINANCE

SALES

Office of Human Resources

Office of Corporate Communication

Office of Strategic Planning

Office of Controller

Sales Group

Office of Information Technology

Office of Corporate Secretariat

Office of Asset Management & Services

Office of External Affairs Office of Legal Affairs

Office of Treasury


Organization Structure

68 69

RISK MANAGEMENT COMMITTEE NOMINATION COMMITTEE

REMUNERATION COMMITTEE COMPANY SECRETARY

Office of Chairman of Executive Committee

MARKETING

RELATED BUSINESS

INTERNATIONAL BUSINESS

NON-ALCOHOL PRODUCTION

BEER PRODUCTION

SPIRIT PRODUCTION

Marketing Group

Related Business Group

International Business Group

Non-Alcohol Production Group

Beer Production Group

Office of Liquor Production

Office of Engineering Office of Natural Essences Production

* Effective from August 11, 2011

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Office of Technical Service & Environment


Responsibilities and Authorization of Each Group/Office

Office of the Chairman of the Executive Board

Co-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 President

Manages 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 Excellence

Manages 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 Audit

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

Formulates 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.

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 Information Technology

Office of External Affairs

Assists 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 Resources

Responsible 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.

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


Office of Legal Affairs

International Business Group

Office of Strategic Planning

Non-Alcohol Production Group

Oversees 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 Controller

Supervises 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 Treasury

Supervises 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 Group

Manages 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.

Manages 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 Group

Manages 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 Production

Supervises 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.

Manages 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.

Marketing Group

Office of Technical Service & Environment

Create, 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 Group

Supervises 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.

Formulates 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 Engineering

Oversees 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 Production

Oversees the process of natural essences production to meet the quality set forth by the Company.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Analyzes 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.

Responsibilities and Authorization of Each Group/Office

70 71


Milestones

2003-2012 October 2003

May 2006

October 2006

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

ThaiBev was successfully listed on the Singapore Exchange mainboard

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

September 2008

November 2009

May 2010

Acquisition 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

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

ThaiBev’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 2011

August 2012

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

Fraser 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

2013 February 2013

March 2013

April 2013

Successfully 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

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

Established CAC Co., Ltd. to facilitate the sharing of business, art, and cultural knowledge among the ASEAN Economic Community

June 2013

August 2013

September 2013

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

Introduced 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

Bestowed a royal warrant by King Bhumibol Adulyadej

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


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.

Milestones

Overview

72 73

Operating and Financial Review

Operating and Financial Review

Our vision

• 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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:


Strategies Continue premiumising our products ThaiBev 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 business We 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 position As 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 network Our 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


Operating and Financial Review

74 75

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.

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

Expand our international business

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.

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 employees Recognising 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

Excise Tax On 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:

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

On 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.

The Thai Economy


Summary of Excise Tax on Fermented Spirits Specific Rate

Extra Charge

Ad Valorem Rate

Baht/liter/ 100 degrees

Baht/liter

Condition

Baht/liter/ degree

1. Beer

48

155

8

> 7 degrees

3

2. Wine and sparkling wine from grape - The last wholesale price ≤ 600 - The last wholesale price > 600

0 36

1000

225

> 15 degrees

3

Item

3. Other fermented spirits

5

70

10

> 15 degrees

3

4. Local fermented spirits

5

70

10

> 15 degrees

3

5

70

10

> 15 degrees

3

48

15

8

> 7 degrees

3

5. Wort, rice wine, arrack 6. Brewpub

Summary of Excise Tax on Distilled Spirits Specific Rate Item 1. White spirits 2. Other distilled spirits - Compounded spirits - Specially blended spirits - Special spirits 3. Local distilled spirits 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)

Extra Charge

Ad Valorem Rate

Baht/liter/ 100 degrees

Baht/liter

Condition

Baht/liter/ degree

4

145

40

> 40 degrees

3

  25  

  250  

  50  

  > 45 degrees  

  3  

4

145

40

> 40 degrees

3

-       -

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.


Operating and Financial Review

76 77

Domestic Business

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 Business During 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 Business Competition 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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


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 Business Food 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.


Operating and Financial Review

78 79

International business

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 footprints IBHL 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

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 needs Innovation 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 markets IBHL 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


Development in 2013 Overall performance of the international business 2013 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 portfolio Scotch 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 markets IBHL 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 spirits During 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 products Sales 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.


Management Discussion and Analysis

80 81

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.

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.

Management Discussion and Analysis

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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.

Operating and Financial Review

Performance for year ended 31 December 2013


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 gain from purchase of investment

Gain from purchase of investment

Total

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

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

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)

12 months of 2013

Sales

12 months of 2012

Sales

% increase (decrease)


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%.

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%.

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%.

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%.

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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Management Discussion and Analysis

82 83


Unit: Million Baht

Beer

% to Sales

Nonalcoholic beverages

% to Sales

100.0

32,935

100.0

17,018

67.8

28,059

85.2

12,746

32,220

32.2

4,876

14.8

Selling expenses

3,389

3.4

3,799

Administrative expenses

5,137

5.1

23,694

23.7

Spirits

% to Sales

Revenue from sales

99,916

Cost of sales

67,696

Gross profit

Year 2013

Operating profit (loss) Other income/Interest income EBIT (loss) Finance costs Income tax Net Profit (loss) exclude F&N

Food

% to Sales

Eliminate

% to Sales

Total

% to Sales

100.0

5,976

100.0

(74)

74.9

3,578

59.9

(46)

100.0

155,771

100.0

62.2

112,033

4,272

25.1

2,398

40.1

71.9

(28)

37.8

43,738

11.5

4,804

28.2

653

28.1

10.9

(54)

73.0

12,591

1,758

5.3

1,744

10.2

8.1

1,553

26.0

(47)

63.5

10,145

(681)

(2.1)

(2,276)

(13.4)

6.5

192

3.2

73

(98.6)

21,002

13.5

400

0.4

216

0.7

367

2.2

33

0.6

(73)

98.6

943

0.6

24,094

24.1

(465)

(1.4)

(1,909)

(11.2)

225

3.8

-

-

21,945

14.1 0.2

152

0.2

47

0.1

147

0.9

6

0.1

-

-

352

4,850

4.9

(65)

(0.2)

(592)

(3.5)

43

0.7

-

-

4,236

2.7

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

340

0.2

Finance costs

(1,967)

(1.3)

Profit before gain from purchase of investment in associate

19,002

12.2

Net foreign exchange gain (loss)

Gain from purchase of investment related to fair value assessment Net Profit (loss) Depreciation & Amortization

-

-

19,002

12.2

1,536

1.5

708

2.1

1,323

7.8

366

6.1

-

-

3,933

2.5

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

EBITDA (loss) exclude F&N


Management Discussion and Analysis

84 85

Unit: Million Baht

Beer

% to Sales

Nonalcoholic beverages

% to Sales

100.0

34,386

100.0

28,294

65.2

30,429

88.5

21,215

32,414

34.8

3,957

11.5

Selling expenses

3,164

3.4

3,481

Administrative expenses

5,259

5.6

23,991

25.8

Spirits

% to Sales

Revenue from sales

93,161

Cost of sales

60,747

Gross profit

Year 2012

Operating profit (loss) Other income/Interest income EBIT (loss) Finance costs Income tax Net Profit (loss) exclude F&N

Food

% to Sales

Eliminate

% to Sales

Total

% to Sales

100.0

5,319

100.0

(116)

75.0

3,274

61.6

(43)

100.0

161,044

100.0

37.1

115,622

7,079

25.0

2,045

38.4

71.8

(73)

62.9

45,422

10.1

5,036

17.8

582

28.2

10.9

(31)

26.7

12,232

2,031

5.9

1,835

6.5

7.6

1,332

25.0

(102)

87.9

10,355

(1,555)

(4.5)

208

0.7

6.4

131

2.5

60

(51.7)

22,835

14.2

285

0.3

163

0.5

594

2.1

29

0.5

(60)

51.7

1,011

0.6

24,276

26.1

(1,392)

(4.0)

802

2.8

160

3.0

-

-

23,846

14.8 0.4

313

0.3

143

0.4

170

0.6

9

0.2

-

-

635

5,468

5.9

(279)

(0.8)

(78)

(0.3)

35

0.7

-

-

5,146

3.2

18,495

19.9

(1,256)

(3.7)

710

2.5

116

2.2

-

-

18,065

11.2

Operating results Net foreign exchange gain (loss) Finance costs

749

0.5

(1,976)

(1.2)

(766)

(0.5)

Profit before gain from purchase of investment in associate

16,072

10.0

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

25,750

27.6

(594)

(1.7)

2,166

7.7

453

8.5

-

-

27,775

17.2

EBITDA (loss) exclude gain from purchase of investment

26,548

16.5

EBITDA (loss)

39,236

24.4

EBITDA (loss) exclude F&N

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

F&N results:


%

Beer

%

6,755

7.3

(1,451)

(4.2)

(11,276)

(39.9)

657

12.4

42

36.2

(5,273)

6,949

11.4

(2,370)

(7.8)

(8,469)

(39.9)

304

9.3

(3)

(7.0)

(3,589)

(3.1)

(194)

(0.6)

919

23.2

(2,807)

(39.7)

353

17.3

45

61.6

(1,684)

(3.7)

Increase (Decrease)

Spirits

Revenue from sales Cost of sales Gross profit Selling expenses

Unit: Million Baht

Nonalcoholic beverages

%

Food

%

Eliminate

%

Total

% (3.3)

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)

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)

597

3.2

809

64.4

(2,174)

(306.2)

60

51.7

-

-

(708)

(3.9)

Operating results

2,523

336.8

Net foreign exchange gain (loss)

2,316

117.2

Other income/Interest income

Net Profit (loss) exclude F&N F&N results:

Finance costs

(1,201) (156.8)

Profit before gain from purchase of investment in associate

2,930

Gain from purchase of investment related to fair value assessment

(12,688) (100.0)

Net Profit (loss) Depreciation & Amortization EBITDA (loss) exclude F&N EBITDA (loss) exclude gain from purchase of investment EBITDA (loss)

18.2

(9,758)

(33.9)

62

4.2

(90)

(11.3)

(41)

(3.0)

73

24.9

-

-

4

0.1

(120)

(0.5)

837

140.9

(2,752)

(127.1)

138

30.5

-

-

(1,897)

(6.8)

2,942

11.1

(9,746)

(24.8)


Management Discussion and Analysis

86 87

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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Spirits Business


Food Business

Financial Position

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.

Assets

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.

Total 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.

Liabilities Total 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.

Within Dec. 2014 Within Dec. 2015 During Jan. 2016 – Dec.2017 Total

Unit: Million Baht 12,357 13,793 41,550 67,700

Shareholders’ Equity Total 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.


Management Discussion and Analysis

88 89

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.

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

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

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 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

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.

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

9

8

Spirits Business: finished goods (excl. legacy stocks)

55

58

Beer Business: finished goods

23

20

Accounts Receivable Turnover (days) Inventory Turnover (days)

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Financial Ratios


Shareholder Returns Dividends The 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

11,048.41

10,546.21

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

20.77

38.82

0.76

1.13

25,110

25,110

Dividend for the year (Million Baht) Number of shares issued (Million shares)

Return on Equity Return on Average Equity (%) Earnings Per Share Earnings per weighted average ordinary shares (Baht) Weighted average number of ordinary shares for the year (million shares)


Risk Management Strategies

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

Management Discussion and Analysis

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

Risk Management Strategies

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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Market Competition Risk

90 91


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 highlyexperienced 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.


Risk Management Strategies

92 93

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


Our People... Our Success

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.

• ThaiBev Core Values Day 2013 The 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.

• The Greater Efficiency Contest 2013 This 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.

• ThaiBev Core Values Award 2013 This 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


Our People... Our Success

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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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


Credit Rating Announcement

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.


Corporate Governance Report

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.

Corporate Governance Report

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.

Credit Rating Announcement

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A. Board Matters Principle 1: The Board’s Conduct of Affairs Our 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: Position(s)

Number of Attendances / Total Number of Meetings

1. Mr. Charoen Sirivadhanabhakdi

Chairman

3/4

2. Khunying Wanna Sirivadhanabhakdi

Vice Chairman

3/4

3. Mr. Narong Srisa-an

Vice Chairman

4/4

4. Mr. Komen Tantiwiwatthanaphan

Vice Chairman

4/4

5. Mr. Puchchong Chandhanakij

Director

4/4

6. Ms. Kanoknart Rangsithienchai

Director

4/4

7. Mr. Prasit Kovilaikool

Independent Director and Audit Committee Chairman

3/4

8. Prof. Kanung Luchai

Independent Director and Audit Committee Member

4/4

9. Mr. Manu Leopairote

Independent Director and Audit Committee Member

4/4

10. Mr. Ng Tat Pun

Independent Director and Audit Committee Member

4/4

11. Mr. Michael Lau Hwai Keong

Independent Director

4/4

12. Prof. Pornchai Matangkasombut

Independent Director

4/4

13. Dr. Sakthip Krairiksh

Independent Director

4/4

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Name


Number of Attendances / Total Number of Meetings

Name

Position(s)

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

Independent Director

15. Mr. Vivat Tejapaibul

Director

4/4

16. Mr. Panote Sirivadhanabhakdi

Director

4/4

17. Mr. Thapana Sirivadhanabhakdi

President and CEO Director and Executive Vice President

3/4 1/4

18. Mr. Sawat Sopa (1) 19. Mr. Ueychai Tantha-Obhas

3/4

Director and Executive Vice President

4/4

20. Mr. Sithichai Chaikriangkrai

Director and Executive Vice President

4/4

21. 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 Approval

Our 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.

Training

All 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 Matters

Various 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.


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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.

Corporate Governance Report

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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 Committee

The 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.

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

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;

• Perform any other act as delegated 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;

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


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

Names

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:

Positions

Number of Attendances / Total of Meetings

1. Mr. Charoen Sirivadhanabhakdi

Chairman of Executive Committee

13/13

2. Khunying Wanna Sirivadhanabhakdi

1st Executive Vice Chairman

10/13

3. Mr. Narong Srisa-an

2nd

Executive Vice Chairman

13/13

4. Mr. Komen Tantiwiwatthanaphan

3rd Executive Vice Chairman

12/13

5. Mr. Puchchong Chandhanakij

4th Executive Vice Chairman

12/13

6. Ms. Kanoknart Rangsithienchai

5th Executive Vice Chairman

12/13

7. Mr. Thapana Sirivadhanabhakdi

President and CEO

11/13

(1)

Director and Executive Vice President

3/13

9. Mr. Ueychai Tantha-Obhas

Director and Executive Vice President

12/13

10. Mr. Sithichai Chaikriangkrai

Director and Executive Vice President

13/13

11. Dr. Pisanu Vichiensanth

Director and Senior Vice President

12/13

12. Mr. Prapakon Thongtheppairot

Senior Vice President

11/13

13. Mr. Marut Buranasetkul

Senior Vice President

12/13

14. Mr. Jean Lebreton

Senior Vice President Senior Vice President

13/13 2/13

Senior Vice President

9/13

8. Mr. Sawat Sopa

15. Mr. Kosit Suksingha (2) 16. Mr. Vichate Tantiwanich 17. Ms. Vaewmanee Soponpinij (3)

Senior Vice President

7/13

18. Mr. Vichai Chaiyavaranurak (4)

Senior Vice President

12/13

19. Mr. Karn Chitaravimol (5)

Senior Vice President

6/13

20. 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.

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Management Committee The 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 Committee The 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 Directors As 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


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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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

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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


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 Directors Details 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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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

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Type of Remuneration

Name of Directors (executive capacity)

Remuneration on band

Directors’ fees (%)

Salaries (%)

Bonuses as well as funds paid based on the operating results of the Company (%)

Other benefits (%)

Compensation in 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.

Type of Remuneration

Name of Directors (non-executive capacity)

Total Remuneration (SGD)

Directors’ fees (%)

Salaries (%)

Bonuses as well as funds paid based on the operating results of 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). Type of Remuneration

Remuneration on band

Salaries %

Bonuses as well as funds paid based on the operating results of the Company %

1. Mr. Prapakon Thongtheppairot

A

70

30

-

-

2. Mr. Marut Buranasetkul

B

60

40

-

-

Name of Top Executives

Other benefits %

Compensation in a form of shares and long-term benefits %

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

-

-

A

70

30

-

-

C

57

43

-

-

8. Mr. Karn Chitaravimol

(4)

9. Mr. Matthew Kichodhan (5)

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


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


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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.

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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.


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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.

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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.


Audit Committee Report

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.

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 Kovilaikool Chairman of the Audit Committee February 26, 2014

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.

Audit Committee Report

To Shareholders of Thai Beverage Public Company Limited

Corporate Governance Report

112 113


INDEPENDENT AUDITOR’S REPORT To the Shareholders of Thai Beverage Public Company Limited

I have audited the accompanying consolidated and separate financial 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 financial position as at 31 December 2013, the consolidated and separate statements of income and comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant 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 financial 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 financial 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 financial 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial 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 financial 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 financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the consolidated and separate financial statements present fairly, in all material respects, the financial position of the Group and Company, respectively, as at 31 December 2013 and their financial performance and cash flows for the year then ended in accordance with Thai Financial Reporting Standards.

(Nirand Lilamethwat) Certified Public Accountant Registration No. 2316 KPMG Phoomchai Audit Ltd. Bangkok 27 February 2014


STATEMENTS OF FINANCIAL POSITION

114 115

Consolidated financial statements

Note

31 December 2013

31 December 201 2012

Separate financial statements

31 December 20 2013

ASSETS

31 December 201 2012 (in thousand Baht)

INDEPENDENT AUDITOR’S REPORT

Thai Beverage Public Company Limited and its Subsidiaries

Cash and cash equivalents

8

5,101,568

4,544,966

763,196

28,230

Current investments

9

6,794

2,289

-

-

7, 10

3,890,628

3,582,909

-

-

614,919

898,567

19,838

12,012

2,245

27,557

24

578

Trade accounts receivable Other receivables Current portion of long-term loans 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

49,723,976

47,149,104

15,782,962

24,935,918

75,558,200

104,319,644

-

-

Total current assets

FINANCIAL STATEMENTS

Current assets

Non-current assets Investments in associates Investments in subsidiaries Other long-term investments

6, 13 14

-

-

85,446,603

80,352,046

9

273,794

319,788

-

-

7

73,490

57,385

2,207,903

2,314,565

-

2,216

-

20

other receivables from related parties Other long-term loans 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Long-term loans to and


STATEMENTS OF FINANCIAL POSITION Thai Beverage Public Company Limited and its Subsidiaries

Consolidated financial statements

Note

31 December 2013

31 December 201 2012

Separate financial statements

31 December 20 2013

LIABILITIES AND EQUITY

31 December 201 2012 (in thousand Baht)

Current liabilities Bank overdrafts and short-term loans from financial institutions

22

2,166,835

11,334,945

7, 23

5,202,481

5,108,142

-

-

24

3,939,234

4,213,194

139,470

165,962

22

10,189,869

4,672,275

2,667,000

1,533,200

7, 22

237,729

302,862

7,639,931

9,608,376

2,647,135

2,814,991

488,112

118,744

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

7, 22

104

105

17,769,700

13,874,900

22

1,000,000

-

-

-

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

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

Trade accounts payable Other payables

353

8,370,341

Current portion of long-term loans from financial institutions Short-term loans from and other payables to related parties Income tax payable Short-term provisions

Non-current liabilities Long-term loans from and other payables to related parties Debentures Long-term loans from financial institutions

Other non-current liabilities

The accompanying notes are an integral part of these financial statements.


STATEMENTS OF FINANCIAL POSITION

116 117

Thai Beverage Public Company Limited and its Subsidiaries

Note

31 December 2013

31 December 201 2012

Separate financial statements

31 December 20 2013

LIABILITIES AND EQUITY

31 December 201 2012 (in thousand Baht)

FINANCIAL STATEMENTS

Consolidated financial statements

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

(19,718,440)

(19,718,440)

31,035

31,035

26

17,215,737

17,215,737

17,215,737

17,215,737

27

2,900,000

2,900,000

2,900,000

2,900,000

63,010,734

52,399,129

23,189,053

19,202,547

5,768,064

3,469,585

-

-

94,286,120

81,376,036

68,445,850

64,459,344

3,706,970

3,595,352

-

-

97,993,090

84,971,388

68,445,850

64,459,344

183,329,486

207,685,794

103,835,562

107,992,776

Difference arising from common control transactions Premium on ordinary shares Retained earnings: Appropriated - legal reserve Unappropriated Other components of equity

27

of the Company Non-controlling interests Total equity Total liabilities and equity

The accompanying notes are an integral part of these financial statements.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Equity attributable to owners


STATEMENTS OF INCOME Thai Beverage Public Company Limited and its Subsidiaries

Note

Consolidated financial statements

Separate financial statements

For the year ended 31 December

For the year ended 31 December

2013

201 2012

20 2013

(Revised)

Income Revenue from sale of goods

36

155,770,536

161,043,747

-

-

-

-

3,469,833

3,382,629

22,738

6,135

11,870,809

11,946,667

68,168

73,992

975,648

981,610

14

Interest income Net gain on foreign exchange Other income

259,574

-

341,954

-

772,260

756,878

1,980,242

62,483

156,893,276

161,880,752

18,638,486

16,373,389

112,033,197

115,621,965

-

-

29

Total income

Expenses

(in thousand Baht)

7, 28

Management fees Dividend income

201 2012

7, 28, 33

Cost of sale of goods 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

-

1,945,523

-

28,642

34

2,318,690

1,401,361

1,601,130

1,702,949

137,089,125

141,586,727

3,447,668

3,427,690

3,434,027

922,750

-

-

23,238,178

21,216,775

15,190,818

12,945,699

-

12,688,345

23,238,178

33,905,120

Net loss on foreign exchange Finance costs Total expenses Share of profit of associates, net of income tax

6, 7, 13

Profit before gain on purchase of investment in associate and income tax expense Gain on purchase of investment in associate

6, 7, 13

Profit before income tax expense Income tax expense

(4,236,366)

35

Profit for the year

(5,145,582)

15,190,818 (666,072)

12,945,699 (254,051)

19,001,812

28,759,538

14,524,746

12,691,648

19,130,302

28,493,113

14,524,746

12,691,648

Profit attributable to: Owners of the Company Non-controlling interests

(128,490)

Profit for the year Basic earnings per share

266,425

-

-

19,001,812

28,759,538

14,524,746

12,691,648

0.76

1.13

0.58

0.51

37

The accompanying notes are an integral part of these financial statements.


STATEMENTS OF COMPREHENSIVE INCOME

118 119

Note

Consolidated financial statements

Separate financial statements

For the year ended 31 December

For the year ended 31 December

2013

201 2012

20 2013

201 2012

(in thousand Baht)

Profit for the year

19,001,812

28,759,538

14,524,746

12,691,648

1,191,731

1,263,831

-

-

784,059

155,649

-

-

16

651,121

902,694

-

-

25

218,212

(20,973)

9,963

21,110

(26,350)

40,865

-

-

(167,819)

(177,865)

FINANCIAL STATEMENTS

Thai Beverage Public Company Limited and its Subsidiaries

Other comprehensive income Share of other comprehensive income of associates

7, 13

Foreign currency translation differences for foreign operations Revaluation of property DeďŹ ned beneďŹ t plan actuarial gains (losses) Net change in fair value of available-for-sale investments Income tax on other comprehensive income

35

(1,992)

(4,222)

Other comprehensive income for the year, net of income tax

2,650,954

2,164,201

7,971

16,888

21,652,766

30,923,739

14,532,717

12,708,536

21,548,770

30,651,462

14,532,717

12,708,536

103,996

272,277

-

-

21,652,766

30,923,739

14,532,717

12,708,536

Total comprehensive income for the year Total comprehensive income attributable to: Owners of the Company Non-controlling interests for the year

The accompanying notes are an integral part of these financial statements.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Total comprehensive income


-

-

-

-

-

-

(19,718,440) 17,215,737

-

-

-

13,881

13,881

-

(19,732,321) 17,215,737

The accompanying notes are an integral part of these ďŹ nancial statements.

25,110,025

-

-

Total comprehensive income for the year Balance at 31 December 2012

-

-

-

-

Profit

38

25,110,025

Other comprehensive income

Comprehensive income for the year

directly in equity

Total transactions with owners, recorded

investments in a subsidiary

control transactions on the disposal of

Reversal of difference arising from common

Dividends to owners of the Company

directly in equity

Transactions with owners, recorded

Year ended 31 December 2012 Balance at 1 January 2012

Note

Issued and paid-up share capital

Difference arising from common Premium on control ordinary transactions shares

Thai Beverage Public Company Limited and its Subsidiaries

2,900,000

-

-

-

-

-

-

2,900,000

Legal reserve

52,399,129

28,482,149

(10,964)

28,493,113

(9,039,609)

-

(9,039,609)

32,956,589

Unappropriated

Retained earnings

STATEMENTS OF CHANGES IN EQUITY

(1,475,765)

155,727

155,727

-

-

-

-

(1,631,492)

3,659,168

728,617

728,617

-

-

-

-

2,930,551

Currency translation Revaluation differences surplus

22,351

21,138

21,138

-

-

-

-

1,213

Fair value changes in availablefor-sale investments

1,263,831

1,263,831

1,263,831

-

-

-

-

-

3,469,585

2,169,313

2,169,313

-

-

-

-

1,300,272

81,376,036

30,651,462

2,158,349

28,493,113

(9,025,728)

13,881

(9,039,609)

59,750,302

Share of Equity other attributable comprehensive Total other to owners income components of the of associates of equity Company

Other components of equity

Consolidated financial statements

Total equity

3,595,352

272,277

5,852

266,425

(128,984)

(11,428)

(117,556)

3,452,059

84,971,388

30,923,739

2,164,201

28,759,538

(9,154,712)

2,453

(9,157,165)

63,202,361

(in thousand Baht)

Noncontrolling interests


25,110,025

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

-

-

-

-

-

-

-

-

(19,718,440) 17,215,737

-

-

-

-

-

-

-

-

(19,718,440) 17,215,737

The accompanying notes are an integral part of these ďŹ nancial statements.

Balance at 31 December 2013

-

-

Total comprehensive income for the year

-

-

-

-

-

-

Other comprehensive income

38

25,110,025

Profit or loss

Comprehensive income for the year

recorded directly in equity

Total transactions with owners,

Total changes in ownership interests

without a change in control

Disposal of investment in subsidiary

Changes in ownership interests

the Company

Total distributions to owners of

Dividends to owners of the Company

Distributions to owners of the Company

directly in equity

Transactions with owners, recorded

Balance at 1 January 2013

Year ended 31 December 2013

Note

Issued and paid-up share capital

Difference arising from common Premium on control ordinary transactions shares

Thai Beverage Public Company Limited and its Subsidiaries

2,900,000

-

-

-

-

-

-

-

-

2,900,000

Legal reserve

63,010,734

19,250,291

119,989

19,130,302

(8,638,686)

1,907,525

1,907,525

(10,546,211)

(10,546,211)

52,399,129

Unappropriated

Retained earnings

STATEMENTS OF CHANGES IN EQUITY

(695,599)

780,166

780,166

-

-

-

-

-

-

(1,475,765)

3,999,380

340,212

340,212

-

-

-

-

-

-

3,659,168

Currency translation Revaluation differences surplus

8,721

(13,630)

(13,630)

-

-

-

-

-

-

22,351

Fair value changes in availablefor-sale investments

5,768,064

2,298,479

2,298,479

-

-

-

-

-

-

3,469,585

FINANCIAL STATEMENTS

2,455,562

1,191,731

1,191,731

-

-

-

-

-

-

1,263,831

94,286,120

21,548,770

2,418,468

19,130,302

(8,638,686)

1,907,525

1,907,525

(10,546,211)

(10,546,211)

81,376,036

Share of Equity other attributable comprehensive Total other to owners income components of the of associates of equity Company

Other components of equity

Consolidated financial statements

Total equity

3,706,970

103,996

232,486

(128,490)

7,622

276,973

276,973

(269,351)

(269,351)

3,595,352

97,993,090

21,652,766

2,650,954

19,001,812

(8,631,064)

2,184,498

2,184,498

(10,815,562)

(10,815,562)

84,971,388

(in thousand Baht)

Noncontrolling interests

120 121


The accompanying notes are an integral part of these ďŹ nancial statements.

Balance at 31 December 2012

Total comprehensive income for the year

Other comprehensive income

Profit

Comprehensive income for the year

directly in equity

Total transactions with owners, recorded

investments in a subsidiary

control transactions on the disposal of

Reversal of difference arising from common

Dividends to owners of the Company

Transactions with owners, recorded directly in equity

Balance at 1 January 2012

Year ended 31 December 2012

Thai Beverage Public Company Limited and its Subsidiaries

38

Note

-

25,110,025

31,035

-

-

-

31,035

31,035

-

-

Difference arising from common control transactions

-

-

-

-

25,110,025

Issued and paid-up share capital

STATEMENTS OF CHANGES IN EQUITY

17,215,737

-

-

-

-

-

-

17,215,737

Premium on ordinary shares

2,900,000

-

-

-

-

-

-

2,900,000

Legal reserve

19,202,547

12,708,536

16,888

12,691,648

(9,039,609)

-

(9,039,609)

15,533,620

Unappropriated

Retained earnings

Separate financial statements

64,459,344

12,708,536

16,888

12,691,648

(9,008,574)

31,035

(9,039,609)

60,759,382

(in thousand Baht)

Total equity


ANNUAL REPORT 2013 Thai Beverage Public Company Limited

The accompanying notes are an integral part of these ďŹ nancial statements.

Balance at 31 December 2013

Total comprehensive income for the year 25,110,025

-

-

Other comprehensive income

-

-

25,110,025

-

38

Note

Issued and paid-up share capital

Profit

Comprehensive income for the year

directly in equity

Total transactions with owners, recorded

Dividends to owners of the Company

in equity

Transactions with owners, recorded directly

Balance at 1 January 2013

Year ended 31 December 2013

Thai Beverage Public Company Limited and its Subsidiaries

STATEMENTS OF CHANGES IN EQUITY

31,035

-

-

-

-

-

31,035

Difference arising from common control transactions

17,215,737

-

-

-

-

-

17,215,737

Premium on ordinary shares

FINANCIAL STATEMENTS

2,900,000

-

-

-

-

-

2,900,000

Legal reserve

14,532,717

14,532,717

68,445,850

7,971

7,971

23,189,053

14,524,746

(10,546,211)

(10,546,211)

64,459,344

(in thousand Baht)

Total equity

14,524,746

(10,546,211)

(10,546,211)

19,202,547

Unappropriated

Retained earnings

Separate financial statements

122 123


STATEMENTS OF CASH FLOWS Thai Beverage Public Company Limited and its Subsidiaries

Note

Consolidated financial statements

Separate financial statements

For the year ended 31 December

For the year ended 31 December

2013

201 2012

20 2013

(Revised)

(in thousand Baht)

Cash flows from operating activities Profit for the year

201 2012

19,001,812

28,759,538

14,524,746

12,691,648

3,932,674

3,928,795

25,096

23,803

Adjustments for Depreciation and amortisation Interest income

(68,168) 2,318,690

Finance costs

(202,300)

Unrealised (gain) loss on exchanges (Reversal of) bad and doubtful debts expenses

16,085

Amortisation of advance payments to a specialist

50,000

(73,992) 1,401,361 298,019 (7,684) 50,000

(975,648) 1,601,130 (5,037)

(981,610) 1,702,949 111,828

-

-

9,375

9,375

-

-

Write-off (reversal of) allowance for decline in (344,295)

value of inventories

(194,208)

(Gain) loss on disposal and write-off of property, plant and equipment and intangible assets (Reversal of) impairment loss on plant and equipment

(117,439)

(15,574)

(35,781)

(197,055)

5,661

Impairment loss on intangible assets

-

(274)

3,092

-

-

-

-

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

(3,434,027)

Share of profit of associates, net of income tax

235,380

(922,750)

16,267

17,594

-

-

Gain on purchase of investment in associate

13

-

-

-

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

(12,688,345)

Changes in operating assets and liabilities Trade accounts receivable Other receivables from related parties Inventories Other current assets Trade accounts payable

(319,748)

23,977

986,789

696,803

(1,520,177) (859,655)

(2,228,452) 485,967

83,854

(182,953)

(65,232) 15,710

-

(4,848) (20,348) -

(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

(27,283)

231,281

15

-

25,094,340

1,789,109

2,025,684

Other payables to related parties

Other non-current liabilities Cash generated from operating activities Income tax paid Net cash from operating activities The accompanying notes are an integral part of these financial statements.

23,091,859 (5,005,026) 18,086,833

(5,368,595) 19,725,745

(298,592) 1,490,517

(188,985) 1,836,699


STATEMENTS OF CASH FLOWS

124 125

Note

Consolidated financial statements

Separate financial statements

For the year ended 31 December

For the year ended 31 December

2013

201 2012

20 2013

(Revised)

201 2012

(in thousand Baht)

FINANCIAL STATEMENTS

Thai Beverage Public Company Limited and its Subsidiaries

Cash flows from investing activities Interest received Dividends received Current investments

67,869

73,789

1,085,148

867,636

1,651,590

6,135

11,870,809

11,946,667

1,995

12,514

Loans to related parties

-

-

(2,335,790)

Repayment of loans to related parties

-

-

12,279,666

2,288,600

-

-

2,563,718

287,915

(Increase) decrease in other long-term loans

27,528

(29,833)

-

(13,570,095)

Net cash inflow on disposal of investments in subsidiaries Cash outflow on investments in subsidiaries

2,563,718

39,576

-

-

33,346,305

-

(5,762,177)

-

Proceeds from capital reduction of investments Sale of investments in associates Purchase of investments in associates (Increase) decrease in other long-term investments Purchase of investment properties Purchase of property, plant and equipment

1,461

-

-

-

-

38,049

(47,068)

-

-

-

(161,129)

-

-

(4,824,161) 204,763

Purchase of intangible assets

(39,046)

Increase in leasehold rights (Increase) decrease in other non-current assets Cash outow on investment in indirect subsidiary Net cash from (used in) investing activities

The accompanying notes are an integral part of these financial statements.

-

(90,111,990)

-

Sale of property, plant and equipment Sale of intangible assets

-

9

-

(4,821,368) 157,730 (40,648)

(18,439) 313 (12,318)

(21,866) 19 (7,686)

218

-

-

(1,000)

-

-

-

(241,316)

24,977

574

-

-

32,797,764

(94,897,097)

19,671,504

25 (386,250) 1,404,965

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

in associates


STATEMENTS OF CASH FLOWS Thai Beverage Public Company Limited and its Subsidiaries

Note

Consolidated financial statements

Separate financial statements

For the year ended 31 December

For the year ended 31 December

2013

201 2012

20 2013

(Revised)

201 2012

(in thousand Baht)

Cash flows from financing activities Interest paid Dividends paid to owners of the Company

(1,771,752)

(1,352,909)

(1,599,506)

(1,710,104)

(10,546,211)

(9,039,609)

(10,546,211)

(9,039,609)

(269,351)

(117,556)

-

-

275,231

751,421

353

-

34,651,234

128,090,116

20,695,234

42,473,225

(44,094,575)

(122,733,217)

Dividends paid to non-controlling interests Bank overdrafts Proceeds from short-term loans from ďŹ nancial institutions Repayment of short-term loans from ďŹ nancial institutions Proceeds from loans from related parties

-

Repayment of loans from related parties Proceeds from issuance of debentures

(29,065,575)

(37,602,884)

-

7,260,350

8,282,350

(5,138,700)

(4,427,600)

-

-

1,000,000

-

-

-

1,000,000

81,618,453

-

-

Proceeds from long-term loans from financial institutions Repayment of long-term loans from financial institutions

(31,392,889)

Net cash from (used in) financing activities

(51,148,313)

(1,800,000) 75,416,699

(2,033,000)

(1,200,000)

(20,427,055)

(3,224,622)

Net increase (decrease) in cash and cash equivalents

(263,716)

Cash and cash equivalents at 1 January

245,347

734,966

17,042

4,544,966

3,442,423

28,230

11,188

820,318

857,196

-

-

5,101,568

4,544,966

763,196

28,230

Foreign currency translation difference for foreign operations Cash and cash equivalents at 31 December

8

The accompanying notes are an integral part of these financial statements.


NOTES TO THE FINANCIAL STATEMENTS

126 127

Note

Contents

Note

Contents

1

General information

23

Trade accounts payable

2

Basis of preparation of the financial statements

24

Other payables

3

Impact of severe flooding in Thailand

25

Employee benefit obligations

4

Changes in accounting policies

26

Share capital

5

Significant accounting policies

27

Reserves

6

Acquisition of associate

28

Operating segments

7

Related parties

29

Other income

8

Cash and cash equivalents

30

Selling expenses

9

Other investments

31

Administrative expenses

10

Trade accounts receivable

32

Employee benefit expenses

11

Inventories

33

Expenses by nature

12

Other current assets

34

Finance costs

13

Investments in associates

35

Income tax expense

14

Investments in subsidiaries

36

Promotional privileges

15

Investment properties

37

Basic earnings per share

16

Property, plant and equipment

38

Dividends

17

Goodwill

39

Financial instruments

18

Other intangible assets

40

Commitments with non-related parties

19

Leasehold rights

41

Events after the reporting period

20

Deferred tax

42

Thai Financial Reporting Standards (TFRS)

21

Other non-current assets

22

Interest-bearing liabilities

FINANCIAL STATEMENTS

Thai Beverage Public Company Limited and its Subsidiaries

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

not yet adopted


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 business

Country of incorporation

Ownership interest (%) 2013 2012

Direct subsidiaries 1.

Beer Thai (1991) Plc.

Beer brewery and production of drinking water and soda water

2.

Beer Thip Brewery (1991) Co., Ltd.

Thailand

100.00

100.00

Thailand

100.00

100.00

drinking water and soda water

Thailand

100.00

100.00

Beer brewery and production of drinking water and soda water

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 Thailand

100.00

100.00

beverages distributor


128 129

Name of the entity

Type of business

Country of incorporation

Ownership interest (%) 2013 2012

Direct subsidiaries (continued) Beer and non-alcoholic beverages distributor 22.

Pomklung Co., Ltd.

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

distributor

Thailand

100.00

100.00

Beer and non-alcoholic beverages distributor

23.

Pomchok Co., Ltd.

Beer and non-alcoholic beverages distributor

24.

Pomcharoen Co., Ltd.

Beer and non-alcoholic beverages distributor

25.

Pomburapa Co., Ltd.

26.

Pompalang Co., Ltd.

Beer and non-alcoholic beverages distributor Beer and non-alcoholic beverages distributor

27.

Pomnakorn Co., Ltd.

Beer and non-alcoholic beverages distributor

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 Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

beverages agency

Thailand

100.00

100.00

Trading of biogas

Thailand

100.00

100.00

beverages agency 38.

Krittayabun Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

39.

Surathip Co., Ltd.

40.

Sunthronpirom Co., Ltd.

Beer, spirits and non-alcoholic beverages agency Beer, spirits and non-alcoholic beverages agency

41.

Piromsurang Co., Ltd.

FINANCIAL STATEMENTS

Pomkit Co., Ltd.

Beer, spirits and non-alcoholic

42.

Thai Beverage Energy Co., Ltd.

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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

21.


Name of the entity

Ownership interest (%) 2013 2012

Type of business

Country of incorporation

Thailand

100.00

100.00

distribution of spirits

Thailand

100.00

100.00

Direct subsidiaries (continued) 45.

Pan International (Thailand) Co., Ltd.

Trading of supplies and procurement

46.

Charun Business 52 Co., Ltd.

Brick producer and

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.

and non-alcoholic beverages agency

Thailand

100.00

100.00

Import and export spirits for trading/ international marketing

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 Thailand

100.00

100.00

of concentrate materials

Thailand

100.00

100.00

of concentrate materials 56.

Archa Beer Co., Ltd.

Trademark holding and production

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 Thailand

79.66

89.26

Economic Community (AEC) centre

Thailand

100.00

-

distribution of foods and beverages 61.

C A C Co., Ltd.

Management of the ASEAN

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) Holding company

United Kingdom

100.00

100.00

Holding company

Hong Kong

100.00

100.00

Limited 71.

International Beverage Holdings (China) Limited


130 131

Name of the entity

Type of business

Country of incorporation

Ownership interest (%) 2013 2012

Indirect subsidiaries (continued) S.P.M Foods & Beverages Co., Ltd.

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

73.

Oishi Trading Co., Ltd.

Thailand

99.84

99.84

food and beverage

Thailand

79.66

89.26

Thailand

79.66

89.26

79.66

89.26

Production and distribution of

74.

Oishi Ramen Co., Ltd.

Japanese ramen restaurants

75.

Oishi International Holdings Limited

International distribution of beverage Hong Kong

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

Bermuda

100.00

100.00

beverages

Thailand

64.66

64.66

Hong Kong

100.00

100.00

Hong Kong

100.00

-

81.

International Beverage Trading Limited

Trading of alcoholic beverages

82.

Serm Suk Plc.

Production and distribution of

83.

InterBev Investment Limited

Holding company

84.

InterBev Trading (Hong Kong) Limited

Sales and marketing of food and beverage products

FINANCIAL STATEMENTS

72.

Subsidiaries of indirect subsidiaries 85.

International Beverage Holdings Limited USA, Inc. *

United States 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 100.00

100.00

China

100.00

100.00

Republic of China Yunnan Yulinquan Liquor Co., Ltd.**

Spirits distillery

People’s Republic of

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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

90.


Name of the entity

Type of business

Country of incorporation

Ownership interest (%) 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 Thailand

64.66

64.66

and organisation

Thailand

64.66

64.66

Manage brands

Hong Kong

64.66

64.66

Thailand

64.66

64.66

plastic packaging

Thailand

25.86

25.86

Holding company

Singapore

28.54

28.63

111. Liquorland Limited *****

Off licences

United Kingdom

49.49

49.49

112. Inver House Distribution SA *****##

Dormant

France

-

49.88

beverages 106. Serm Suk Training Co.,Ltd. **** 107. Great Brands Limited **** 108. Wrangyer Beverage (2008) Co., Ltd.****

Human resources development

Production and distribution of energy drink

Associates of indirect subsidiaries 109. Petform (Thailand) Co., Ltd. ****** 110. Fraser and Neave, Limited *******

Manufacture and distribution of

Associates of indirect subsidiaries

* ** *** **** ***** ****** ******* # ##

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.


132 133

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.

(a) Statement of compliance The 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.

FINANCIAL STATEMENTS

2. Basis of preparation of the financial statements

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 TAS 21 (revised 2009) TFRS 8

Topic The Effects of Changes in Foreign Exchange Rates 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.

(d) Use of estimates and judgements The 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:

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

(c) Functional and presentation currency The 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.


Note 3 Note 4 (v) Note 6 Note 16 Note 20 Note 25 Note 39

Impact of severe flooding in Thailand Current and deferred taxation Acquisition of associate Valuation of property Utilisation of tax losses Measurement of defined benefit obligations 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. Consolidated financial statements 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

1,780

1,831

(1,831)

(1,634)

Accumulated insurance reimbursement recognised Less reimbursement already recognised in previous periods (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: Consolidated financial statements Year ended 31 December

2013

2012 (in million Baht)

Other income Cost of sales of goods Administrative expenses Total flood related expenses

(49)

(24)

-

(28)

100

35

51

(17)


134 135

4. Changes in accounting policies

• •

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.

FINANCIAL STATEMENTS

(a) Overview From 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:

(b) Accounting for the effects of changes in foreign exchange rates From 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 segments From 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.

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 consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


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


136 137

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.

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.

FINANCIAL STATEMENTS

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.

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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Foreign operations The assets and liabilities of foreign operations are translated to Thai Baht at the foreign exchange rates ruling at the reporting date.


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 instruments Forward exchange contracts are treated as off-statements of financial position items. (d) Cash and cash equivalents Cash 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 receivable Trade 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) Inventories Inventories 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-inprogress, 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 sale Non-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.


138 139

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.

FINANCIAL STATEMENTS

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.

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 properties Investment 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

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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Recognition and measurement


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 Buildings and constructions Building improvements Machinery and equipment Oak barrels Furniture, fixtures and office equipment Vehicles

3-30 5-40 1.5-30 3-40 10-20 3-10 3-10

years years years years years years years


140 141

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. 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.

FINANCIAL STATEMENTS

(k)

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 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 Trademarks Licences

3-10 years 3-20 years 10 years

Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Amortisation Amortisation is based on the cost of the asset, or other amount substituted for cost, less its residual value.


(l) Leasehold rights Leasehold 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) Impairment The 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 liabilities Interest-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 payable Trade and other accounts payable (including balances with related parties) are stated at cost.


142 143

(p)

Employee benefits

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.

FINANCIAL STATEMENTS

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.

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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


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) Provisions A 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 transactions Difference 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.


144 145

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 costs Finance 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.

FINANCIAL STATEMENTS

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.

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 payments Payments 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 tax Income 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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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 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 share The 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 reporting Segment 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.


146 147

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 income For the year ended 31 December 2012

Revised

As stated originally

FINANCIAL STATEMENTS

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.

(in million Baht) Share of profit of associates, net of income tax Gain on purchase of investment in associate

923

13,611

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 of incorporation/ nationality

Nature of relationships

1.

Thailand

Directors and controlling equity holders hold

Thai Alcohol Plc.

substantial shares indirectly 2.

Sint Ek Panich Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

Banglen Agriculture Co., Ltd.

Thailand

4.

Pisetkij Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly Directors and controlling equity holders hold substantial shares indirectly

5.

Thip Sugar Kamphaengphet Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

6.

The Chonburi Sugar Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

3.


Name of entities

Country of incorporation/ nationality

Nature of relationships

7.

Thailand

Directors and controlling equity holders hold

Thai Agro Products Co., Ltd.

substantial shares indirectly 8.

Thip Sugar Sukhothai Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

9.

The Suphanburi Sugar Industry Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

10. The Southeast Insurance Plc.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

11. The Southeast Life Insurance Plc.

Thailand

12. Southeast Capital Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly Directors and controlling equity holders hold substantial shares indirectly

13. T.C.C. Technology Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

14. Thai Glass Industries Plc.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

15. Bang-Na Glass Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

16. TCC Hotel Collection Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

17. Terragro Bio-Tech Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

18. BJC Industrial and Trading Co., Ltd.

Thailand

19. North Park Real Estate Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly Directors and controlling equity holders hold substantial shares indirectly

20. TCC PD 11 Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

21. Thippatana Arcade Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

22. Siam Food Products Plc.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

23. BJC Healthcare Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

24. Wattanapat Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

25. Silvercord Capital (Singapore) Limited

Singapore

Directors and controlling equity holders hold substantial shares indirectly


148 149

Name of entities

Country of incorporation/ nationality

Nature of relationships

26. Plantheon Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold

27. Eastern Chemical Co., Ltd.

Thailand

substantial shares indirectly substantial shares indirectly 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

30. Thai Malaya Glass Co., Ltd.

Thailand

Directors hold substantial shares indirectly

FINANCIAL STATEMENTS

Directors and controlling equity holders hold

Directors and controlling equity holders hold substantial shares indirectly

31. Berli Jucker Foods Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

32. Dhanasindhi Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

33. Business Process Outsouring Co., Ltd.

Thailand

34. Dynamic Assets Property and Loan Fund

Thailand

Directors and controlling equity holders hold substantial shares indirectly Directors and controlling equity holders are the principal unit holder of this real estate investment fund

35. Best Fortune Property and Loan Fund

Thailand

Directors and controlling equity holders are the principal unit holder of this real estate investment fund

36. Regent Gold Property Fund

Thailand

Directors and controlling equity holders are the principal unit holder of this real estate investment fund

37. Thai Commercial Investment Freehold and

Thailand

Leasehold Fund 38. Berli Jucker Plc.

Directors and controlling equity holders hold substantial shares indirectly

Thailand

Directors and controlling equity holders hold substantial shares indirectly

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

41. Thai Beverage Can Co., Ltd.

Thailand

Directors and controlling equity holders are the directors and hold substantial shares indirectly Directors and controlling equity holders hold 50%

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 substantial shares indirectly

44. T.C.C. International Limited

Hong Kong

Controlling equity holders hold substantial shares indirectly

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

shares indirectly


Name of entities

Country of incorporation/ nationality

Nature of relationships

45. Best Wishes Co., Ltd.

Hong Kong

Controlling equity holders hold substantial shares

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

indirectly

51. TCC Assets Ltd. 52. F&N Group and related parties of F&N Group

British Virgin

Directors and controlling equity holders hold

Islands

substantial shares directly

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 ďŹ nancial institutions


150 151

Significant transactions for the year ended 31 December with related parties were as follows:

Year ended 31 December

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

Subsidiaries Management fees

-

-

3,470

3,383

Cost of rendering of services

-

-

407

357

Interest income

-

-

948

968

Interest expense

-

-

1,176

1,032

-

-

11,871

11,947

Other income

-

-

68

28

Administrative expenses

-

-

13

11

Acquisitions

-

-

30

386

Dividend income

14

Increase in share capital of subsidiary

-

-

5,732

-

Disposal of investments

-

-

667

224

3,434

923

-

-

-

12,688

-

-

1,192

1,264

-

-

1,629

-

-

-

33,347

-

-

-

454

447

416

390

9

9

9

9

463

456

425

399

Associates

FINANCIAL STATEMENTS

(in million Baht)

13

Share of profit of associates, net of income tax Gain on purchase of investment in associate Share of other comprehensive income of associates Dividend income Capital reduction of associate Key management personnel Key management personnel compensation Short-term employee benefits Post-employment benefits compensation

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Total key management personnel


Year ended 31 December

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Other related parties 375

903

-

-

-

23

-

-

9,380

10,489

-

-

230

201

-

-

-

-

118

104

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

-

-

Sales of goods Rendering of services Purchases of raw materials and packaging Overhead costs Cost of rendering of services Dividend income

Balances as at 31 December with related parties were as follows: Trade accounts receivable from related parties

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Other related parties 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

-

-

39

77

-

-

Berli Jucker Plc.

Total


-

Simathurakij Co., Ltd.

Nateechai Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Sura Piset Phatra Lanna Co., Ltd.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

-

-

United Winery and Distillery Co., Ltd.

Pomburapa Co., Ltd.

-

Red Bull Distillery (1988) Co., Ltd.

-

-

Theparunothai Co., Ltd.

-

-

Kankwan Co., Ltd.

Pomcharoen Co., Ltd.

-

S.S. Karnsura Co., Ltd.

Pomchok Co., Ltd.

-

Athimart Co., Ltd.

-

-

Sura Bangyikhan Co., Ltd.

-

-

Kanchanasingkorn Co., Ltd.

Pomklung Co., Ltd.

-

Thanapakdi Co., Ltd.

Pomkit Co., Ltd.

-

-

Mongkolsamai Co., Ltd.

-

-

Fuengfuanant Co., Ltd.

-

-

Sangsom Co., Ltd.

United Products Co., Ltd.

-

-

Cosmos Brewery (Thailand) Co., Ltd.

Modern Trade Management Co., Ltd.

-

-

Beer Thip Brewery (1991) Co., Ltd.

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other receivables

2013

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other receivables

2012

Consolidated financial statements

Beer Thai (1991) Plc.

Subsidiaries

Short-term loans to

Short-term loans to and other receivables from related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

33

26

-

17

-

-

1,140

-

-

-

-

-

-

-

-

-

-

-

-

661

Short-term loans to

5

3

4

6

4

29

33

26

1

20

2

1

1,169

5

5

5

4

15

2

2

1

5

17

-

-

668

Total

FINANCIAL STATEMENTS

5

3

4

6

4

29

-

-

1

3

2

1

29

5

5

5

4

15

2

2

1

5

17

-

-

7

Other receivables

2013

-

-

-

-

-

-

12

83

-

-

-

-

785

-

-

-

-

-

-

-

-

-

-

-

-

92

Short-term loans to

2012 Total

5

3

5

6

5

12

-

-

1

3

2

2

21

5

4

4

3

24

1

1

1

2

2

4

13

20

5

3

5

6

5

12

12

83

1

3

2

2

806

5

4

4

3

24

1

1

1

2

2

4

13

112

(in million Baht)

Other receivables

Separate financial statements

152 153


-

Pomthip (2012) Co., Ltd.

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.

Thipchalothorn Co., Ltd.

Krittayabun Co., Ltd.

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Oishi Group Plc.

Thai Beverage Recycle Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Thai Beverage Marketing Co., Ltd.

Dhospaak Co., Ltd.

-

C A C Co., Ltd.

Total subsidiaries

Limited

-

-

Pomnakorn Co., Ltd.

International Beverage Holdings

-

Pompalang Co., Ltd.

Subsidiaries (continued)

Short-term loans to

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other receivables

2012

Consolidated financial statements Other receivables

2013

Short-term loans to and other receivables from related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

14,422

78

-

-

-

10,682

-

-

-

286

329

1,094

76

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

563

-

100

-

-

44

2

1

14

34

28

47

24

9

17

12

9

12

9

19

14

6

4

3

Other receivables

2013

14,985

78

100

-

-

10,726

2

1

14

320

357

1,141

100

9

17

12

9

12

9

19

14

6

4

3

Total

24,254

-

10,050

26

-

11,031

376

-

84

267

358

560

530

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

2012 Total

601

-

140

-

1

46

2

1

14

33

29

45

26

9

16

11

9

11

8

19

23

-

5

4

24,855

-

10,190

26

1

11,077

378

1

98

300

387

605

556

9

16

11

9

11

8

19

23

-

5

4

(in million Baht)

Other receivables

Separate financial statements


-

Thip Sugar Kamphaengphet Co., Ltd.

-

The Southeast Insurance Plc.*

Plantheon Trading Co., Ltd.

Gaew Grung Thai Co., Ltd.

New Noble Property and Loan Fund

Thai Alcohol Plc.

Others

Total related parties

Total 249

249

6

-

-

-

-

-

1

4

17

42

42

137

Other receivables

2013

249

249

6

-

-

-

-

-

1

4

17

42

42

137

Total

1,121

1,246

1,246

-

6

2

4

45

-

-

-

-

57

1,121

-

-

7

7

-

1,246

1,246

6

2

4

45

57

4

4

-

-

-

-

-

Total

-

-

-

-

Other receivables

2012

-

-

-

-

Short-term loans to

Consolidated financial statements

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

-

14,422

14,985

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

24,254

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

2012 Total

603

2

-

2

-

-

-

-

-

-

-

-

-

-

24,857

2

-

2

-

-

-

-

-

-

-

-

-

-

(in million Baht)

Other receivables

Separate financial statements

FINANCIAL STATEMENTS

563

-

-

-

-

-

-

-

-

-

-

-

-

Other receivables

2013

-

-

-

-

-

-

-

Short-term loans to

* At 31 December 2013, the Group has been fully received the insurance reimbursement (2012: Baht 815 million) as described in Note 3.

-

Best Fortune Property and Loan Fund

Pisetkij Co., Ltd.

Co., Ltd.

-

-

Thip Sugar Sukhothai Co., Ltd.

The Suphanburi Sugar Industry

-

Thai Agro Products Co., Ltd.

Related parties

Short-term loans to

Short-term loans to and other receivables from related parties

154 155


-

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Krittayabun Co., Ltd.

-

Total

6

-

3

Others

3

-

The Pet Co., Ltd.

Lertrattakarn Co., Ltd.

Total related parties

4

73

73

6

-

Best Fortune Property and Loan Fund

New Noble Property and Loan Fund

8

9

-

-

34

-

-

-

-

-

-

-

-

-

Other receivables

2013

73

73

6

3

3

4

6

8

9

34

-

-

-

-

-

-

-

-

-

Total

5

7 57

-

57

-

-

-

6

-

7

-

32

-

-

-

-

-

-

-

-

-

Other receivables

2012

-

-

-

-

-

-

-

-

-

-

-

Long-term loans to

Consolidated financial statements

T.C.C. Technology Co., Ltd.

Freehold and Leasehold Fund

Thai Commercial Investment

North Park Real Estate Co., Ltd.

-

-

Total subsidiaries

Related parties

-

Co., Ltd.

Thai Beverage Recycle Co., Ltd.

-

-

Sura Piset Phatra Lanna Co., Ltd.

Pan International (Thailand)

-

Red Bull Distillery (1988) Co., Ltd.

-

Beer Thai (1991) Plc.

Subsidiaries

Long-term loans to

Long-term loans to and other receivables from related parties

57

57

7

-

5

-

6

7

-

32

-

-

-

-

-

-

-

-

-

Total

2,197

-

-

-

-

-

-

-

-

11

10

-

-

-

-

-

7

-

3

1

2,197

-

-

1

-

-

-

-

-

-

Other receivables

2013

354

-

-

-

-

33

1,141

669

Long-term loans to

2,208

10

-

-

-

-

-

7

-

3

2,198

354

1

-

-

-

33

1,141

669

Total

2,304

-

-

-

-

-

-

-

-

-

2,304

-

-

32

377

176

-

781

938

Long-term loans to

2012 Total

11

10

-

-

-

-

-

7

-

3

1

-

1

-

2,315

10

-

-

-

-

-

7

-

3

2,305

-

1

32

377

176

-

-

781

938

-

-

-

(in million Baht)

Other receivables

Separate financial statements


156 157

Summary of loans to related parties

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

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 parties

Consolidated financial statements

Separate financial statements

2013

2013

2012

FINANCIAL STATEMENTS

(in million Baht)

2012 (in million Baht)

Short-term loans Subsidiaries At 1 January

-

-

24,254

14,753

Increase

-

-

1,594

11,670

Decrease

-

-

(11,426)

At 31 December

-

-

14,422

At 1 January

-

-

2,304

635

Increase

-

-

747

1,788

Decrease

-

-

(854)

At 31 December

-

-

(2,169) 24,254

Long-term loans Subsidiaries

2,304

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

2,197

(119)


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: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Thai Baht (THB) and other functional currencies of -

-

17,093

16,982

Singapore Dollars (SGD)

-

-

100

10,190

Total

-

-

17,193

27,172

subsidiaries

Trade accounts payable to related parties

Consolidated financial statements

Separate financial statements

2013

2013

2012

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.

Other related parties

14

13

-

-

PS Recycle Co., Ltd.

7

10

-

-

Siam Food Products Plc.

5

-

-

-

Plantheon Trading Co., Ltd.

-

11

-

-

Pisetkij Co., Ltd.

-

11

-

-

12

5

-

-

Total other related parties

1,386

1,297

-

-

Total

1,524

1,459

-

-

Others


-

Sangsom Co., Ltd.

Fuengfuanant Co., Ltd.

Mongkolsamai Co., Ltd.

Thanapakdi Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipparat Co., Ltd.

Sura Bangyikhan Co., Ltd.

Athimart Co., Ltd.

S.S. Karnsura Co., Ltd.

Kankwan Co., Ltd.

Theparunothai Co., Ltd.

United Winery and Distillery Co., Ltd.

Simathurakij Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Modern Trade Management Co., Ltd.

Pomkit Co., Ltd.

Pomklung Co., Ltd.

Pomchok Co., Ltd.

Pomcharoen Co., Ltd.

Pomburapa Co., Ltd.

Pompalang Co., Ltd.

Pomnakorn Co., Ltd.

Pomthip (2012) Co., Ltd.

Num Yuk Co., Ltd.

Num Kijjakarn Co., Ltd.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

-

Beer Thip Brewery (1991) Co., Ltd.

Subsidiaries

Short-term loans from

2013

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2012

Consolidated financial statements Other payables

Short-term loans from and other payables to related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

567

650

341

118

46

276

100

111

95

168

68

2

6

-

81

152

18

297

485

51

159

-

-

-

158

291

Short-term loans from

576

656

343

120

47

279

101

114

98

171

72

4

9

-

82

153

19

299

495

52

160

-

-

2

176

298

Total

FINANCIAL STATEMENTS

9

6

2

2

1

3

1

3

3

3

4

2

3

-

1

1

1

2

10

1

1

-

-

2

18

7

Other payables

2013

404

519

-

149

258

221

184

176

394

116

171

101

129

-

-

-

-

-

532

-

-

79

-

240

475

1,193

Short-term loans from

2012 Total

8

5

-

2

1

2

1

2

2

3

1

2

3

1

-

1

1

1

8

-

1

1

1

2

10

12

412

524

-

151

259

223

185

178

396

119

172

103

132

1

-

1

1

1

540

-

1

80

1

242

485

1,205

(in million Baht)

Other payables

Separate financial statements

158 159


-

Num Palang Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Thurakij Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Piromsurang Co., Ltd.

Thai Beverage Energy Co., Ltd.

Thai Molasses Co., Ltd.

Thai Cooperage Co., Ltd.

Feed Addition Co., Ltd.

Pan International (Thailand) Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Thai Beverage Marketing Co., Ltd.

Dhospaak Co., Ltd.

Thai Beverage Training Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Beer Chang Co., Ltd.

Thai Drinks Co., Ltd.

Archa Beer Co., Ltd.

International Beverage Holdings Ltd.

Total subsidiaries

Subsidiaries (continued)

Short-term loans from

2013

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2012

Consolidated financial statements Other payables

Short-term loans from and other payables to related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

7,371

-

-

56

35

196

-

-

483

-

12

14

21

55

98

304

59

373

494

309

425

76

121

Short-term loans from

253

1

-

2

2

2

3

92

34

1

-

1

-

-

-

1

1

3

6

5

4

6

3

Other payables

2013

7,624

1

-

58

37

198

3

92

517

1

12

15

21

55

98

305

60

376

500

314

429

82

124

Total

9,144

-

2

27

53

210

-

-

101

-

17

20

47

126

124

228

-

560

386

381

500

527

494

Short-term loans from

2012 Total

436

-

-

1

1

2

3

81

248

1

-

1

-

1

1

1

-

3

5

4

4

6

2

9,580

-

2

28

54

212

3

81

349

1

17

21

47

127

125

229

-

563

391

385

504

533

496

(in million Baht)

Other payables

Separate financial statements


-

Others

Total related parties

Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

-

Club Co., Ltd.

Business Process Outsourcing Co., Ltd.

-

-

North Park Golf And Sports

TCC Hotel Collection Co., Ltd.

10

-

T.C.C. Technology Co., Ltd.

-

Plaza Athenee Hotel (Thailand) Co., Ltd.

Berli Jucker Plc.

Southeast Capital Co., Ltd.

17

-

238

238

20

3

4

7

9

27

33

-

The Southeast Insurance Plc.

108

Other payables

2013

238

238

20

3

4

7

9

10

17

27

33

108

Total

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

303

303

37

8

2

6

8

18

27

21

37

139

Other payables

2012

Consolidated financial statements

Dhanasindhi Co., Ltd.

Related parties

Short-term loans from

Short-term loans from and other payables to related parties

303

303

37

8

2

6

8

18

27

21

37

139

Total

7,371

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

7,640

16

2

3

-

-

3

8

-

-

-

-

Total

FINANCIAL STATEMENTS

269

16

2

3

-

-

3

8

-

-

-

-

Other payables

2013

9,144

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

2012 Total

464

28

2

8

-

-

3

14

-

1

-

-

9,608

28

2

8

-

-

3

14

-

1

-

-

(in million Baht)

Other payables

Separate financial statements

160 161


-

Beer Thip Brewery (1991) Co., Ltd.

Sangsom Co., Ltd.

Fuengfuanant Co., Ltd.

Thanapakdi Co., Ltd.

Mongkolsamai Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipparat Co., Ltd.

Sura Bangyikhan Co., Ltd.

Athimart Co., Ltd.

S.S. Karnsura Co., Ltd.

Kankwan Co., Ltd.

Theparunothai Co., Ltd.

United Winery and Distillery Co., Ltd.

Simathurakij Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Thai Beverage Brands Co., Ltd.

Modern Trade Management Co., Ltd.

Pomkit Co., Ltd.

Pomklung Co., Ltd.

Pomchok Co., Ltd.

Pomcharoen Co., Ltd.

Pomburapa Co., Ltd.

Pompalang Co., Ltd.

Pomnakorn Co., Ltd.

Num Yuk Co., Ltd.

Subsidiaries

Long-term loans from

Long-term loans from and other payables to related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2013

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2012

Consolidated financial statements

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

455

267

193

348

134

463

485

487

487

14

443

769

51

275

190

341

342

1,972

200

173

15

133

511

681

1,542

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2013

455

267

193

348

134

463

485

487

487

14

443

769

51

275

190

341

342

1,972

200

173

15

133

511

681

1,542

Total

702

266

-

380

68

423

136

540

-

14

384

577

126

115

261

184

264

1,539

118

320

191

234

325

130

1,242

Long-term loans from

2012 Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

702

266

-

380

68

423

136

540

-

14

384

577

126

115

261

184

264

1,539

118

320

191

234

325

130

1,242

(in million Baht)

Other payables

Separate financial statements


-

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Palang Co., Ltd.

Num Kijjakarn Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Feed Addition Co., Ltd.

Pan International (Thailand) Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Cooperage Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Beer Chang Co., Ltd.

Archa Beer Co., Ltd.

Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

-

Num Thurakij Co., Ltd.

Subsidiaries (continued)

Long-term loans from

Long-term loans from and other payables to related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2013

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2012

Consolidated financial statements

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

17,770

81

333

143

60

49

51

70

403

841

1,494

557

597

1,258

862

Long-term loans from

17,770

81

333

143

60

49

51

70

403

841

1,494

557

597

1,258

862

Total

FINANCIAL STATEMENTS

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Other payables

2013

13,875

75

285

177

60

38

43

31

172

901

1,710

9

394

686

755

Long-term loans from

2012 Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

13,875

75

285

177

60

38

43

31

172

901

1,710

9

394

686

755

(in million Baht)

Other payables

Separate financial statements

162 163


Summary of loans from related parties

Consolidated financial statements

Separate financial statements

2013

2013

2012

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 parties

Consolidated financial statements

Separate financial statements

2013

2013

2012

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

At 1 January

-

-

13,875

10,528

Increase

-

-

5,107

5,481

Decrease

-

-

(1,212)

(2,134)

At 31 December

-

-

17,770

Long-term loans Subsidiaries

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,


164 165

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.

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.

FINANCIAL STATEMENTS

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.

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.

-

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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

License agreements


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.


166 167

Commitments with related parties

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Buildings and other constructions

42

38

-

-

Machinery and equipment

48

125

-

-

Total

90

163

-

-

Within one year

262

227

49

53

After one year but within five years

256

243

35

44

Total

518

470

84

97

471

118

-

-

37

67

37

67

4

36

-

-

22

23

-

-

Service agreement

-

-

35

37

Other agreements

65

51

20

-

599

295

92

104

FINANCIAL STATEMENTS

Capital commitments

Non-cancellable operating lease commitments

Other commitments Purchase molasses agreement Application service provisioning agreement Raw material purchase agreement Brewing supervision agreement

Total

8. Cash and cash equivalents Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

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

216

932

-

-

5,102

4,545

763

28

Highly liquid short-term investments Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

(in million Baht)


The currency denomination of cash and cash equivalents as at 31 December was as follows: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Thai Baht (THB) and other functional 5,070

4,401

763

28

1

81

-

-

Hong Kong Dollars (HKD)

18

34

-

-

United States Dollars (USD)

12

28

-

-

currencies of subsidiaries Pound Sterling (GBP)

Singapore Dollars (SGD)

1

-

-

-

Euro (EUR)

-

1

-

-

5,102

4,545

763

28

Total

9. Other investments Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Current investments Investment in government bonds

7

2

-

-

7

2

-

-

58

120

-

-

3

10

-

-

217

195

-

-

-

-

Other long-term investments Equity securities available-for-sale Investment in government bonds Other non-marketable equity securities Less allowance for decline in value of investments

Total

(4)

(5)

216

200

-

-

274

320

-

-

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.


168 169

10. Trade accounts receivable

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

39

77

-

-

Other parties

3,920

3,576

-

-

Total

3,959

3,653

-

-

-

-

-

-

-

-

Related parties

7

Less allowance for doubtful (68)

accounts Net

(70)

3,891

3,583

FINANCIAL STATEMENTS

(in million Baht)

Bad debts and (reversal of) doubtful debts expense for the year

(8)

15

Aging analyses for trade accounts receivable were as follows: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Related parties Within credit terms

35

69

-

-

4

4

-

-

Overdue: Less than 3 months 6-12 months

-

1

-

-

Over 12 months

-

3

-

-

39

77

-

-

3,030

3,157

-

-

804

364

-

-

3-6 months

25

24

-

-

6-12 months

43

14

-

-

Over 12 months

18

17

-

-

3,920

3,576

-

-

-

-

Other parties Within credit terms Less than 3 months

Less allowance for doubtful accounts

Net

(68)

(70)

3,852

3,506

-

-

3,891

3,583

-

-

The normal credit term granted by the Group ranges from 7 days to 165 days.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Overdue:


The currency denomination of trade accounts receivable as at 31 December was as follows: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Thai Baht (THB) and other functional 3,813

3,526

-

-

Euro (EUR)

36

33

-

-

United States Dollars (USD)

33

13

-

-

9

11

-

-

3,891

3,583

-

-

currencies of subsidiaries

Others Total

11. Inventories Consolidated financial statements

Separate financial statements

2013

2013

2012

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 Net

(208)

(552)

34,837

32,972

-

-

112,377

115,817

-

-

142

732

-

-

(486)

(927)

-

-

-

-

Inventories recognised as an expense in ‘Cost of sale of goods’: - Cost - Write-down to net realisable value - Reversal of write-down Net

112,033

115,622


170 171

12. Other current assets Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

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

-

-

5,022

3,874

14

38

Total

FINANCIAL STATEMENTS

(in million Baht)

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 financial statements Note

2013

2012 (Revised) (in million Baht)

At 1 January Share of net profit of equity-accounted associates

6

Gain on purchase of investment in associate

6

Dividend income from associates Share of other comprehensive income of associates Acquisitions Capital reduction of associate Translation differences on consolidation At 31 December

104,320

149

3,434

923

-

12,688

(1,629)

-

1,192

1,264

-

90,112

(33,347)

-

1,588 75,558

(816) 104,320

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


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.


-

49.49

28.54

25.86

49.88

49.49

28.63

25.86

(%)

2012

1,589

-

69

1,445

75

2013

1,574

2

69

1,428

75

2012

Paid-up capital

59,099

-

13

59,056

30

2013

Cost

89,343

1

18

89,294

30

2012

-

-

-

-

-

2013

Impairment

-

-

-

-

-

2012

30

2013

59,099

-

13

89,343

1

18

89,294

30

2012

At cost - net

59,056

Consolidated financial statements

75,558

-

142

75,140

276

2013

195

2012

104,320

-

130

103,995

Equity

2012

1,629

-

-

1,548

81

-

-

-

-

-

(in million Baht)

2013

Dividend income

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

FINANCIAL STATEMENTS

None of the Group’s equity-accounted associates are publicly listed and consequently do not have published price quotations, except for Fraser and Neave, Limited which is listed on the Singapore Exchange Securities Trading Limited. Based on the closing price of SGD 3.50 per share at 31 December 2013 (2012: SGD 9.70 per share), the fair value calculated from the closing price of the Group’s investment in Fraser and Neave, Limited is Baht 37,361 million (2012: Baht 100,161 million). The closing price and fair value of the investment in F&N as at 31 December 2013 were mainly resulted from the business restructuring plan of Fraser and Neave, Limited, which has been started to operate as mention above.

Total

Inver House Distribution SA

Liquorland Limited

indirect subsidiaries

Held by subsidiary of

Limited

Fraser and Neave,

Petform (Thailand) Co., Ltd.

Held by indirect subsidiaries

Associates

2013

Ownership interest

Investments in associates as at 31 December 2013 and 2012, and dividend income from those investments for the years then ended were as follows:

172 173


31 December

Fraser and Neave, Limited

31 December

Inver House Distribution SA

Total

31 December

Liquorland Limited

indirect subsidiaries

Held by subsidiary of

31 December

Petform (Thailand) Co., Ltd.

Held by indirect subsidiaries

Associates

date

Reporting

-

49.49

28.54

25.86

2013

49.88

49.49

28.63

25.86

(%)

2012

Ownership interest

377,586

-

712

374,769

2,105

2013

475,892

3

661

473,409

1,819

2012

Paid-up capital

304,064

-

359

302,291

1,414

2013

-

349

147,233

1,330

2012

148,912

Cost

120,935

-

1,269

117,480

2,186

2013 2012

222,603

-

1,082

220,144

1,377

Impairment

100,073

-

1,259

97,033

1,781

2013

81,745

-

1,080

79,610

1,055

2012

At cost - net 2012

20,862

-

10

20,447

405

140,858

-

2

140,534

322

(in million Baht)

2013

Equity

The following summarised financial information on associates which has been accounted for using the equity method is not adjusted for the percentage of ownership held by the Group:


174 175

14. Investments in subsidiaries Separate financial statements 2013

2012

At 1 January

80,352

80,190

Acquisitions

30

386

5,732

-

Increase in share capital of subsidiary Disposals At 31 December

(667) 85,447

(224)

FINANCIAL STATEMENTS

(in million Baht)

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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 2013

2012

Paid-up capital 2013

Cost method

2012

2013

Dividend income

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


176 177

Separate financial statements Ownership interest 2013

Paid-up capital

2012

2013

Cost method

2012

2013

Dividend income

2012

(%)

2013

2012

(in million Baht)

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

-

-

-

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

-

-

79.66

89.26

375

375

5,540

6,207

134

385

100.00

100.00

60

60

60

60

-

-

60,351

54,589

85,447

80,352

11,871

11,947

FINANCIAL STATEMENTS

Subsidiaries (continued)

Limited

Oishi Group Plc. Thai Drinks Co., Ltd. Total

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).

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

International Beverage Holdings


15. Investment properties

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Cost 1,070

808

-

-

-

-

-

-

161

-

-

166

101

-

-

1,232

1,070

-

-

211

130

-

-

-

44

-

-

6

37

-

-

217

211

-

-

At 1 January 2012

678

678

-

-

At 31 December 2012 and 1 January 2013

859

859

-

-

1,015

-

-

-

At 1 January Adjustment for the prior acquired in

(4)

business combinations transaction Additions Transfer from property, plant and equipment

16

At 31 December Depreciation and impairment losses At 1 January Transfer from property, plant and equipment Depreciation charge for the year At 31 December

16

Net book value

At 31 December 2013

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


Transfer to investment properties

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

At 31 December 2013

consolidation

Translation differences on

Disposals

15

16,884

11

(2)

(166)

-

651

Surplus on land revaluation

Transfer

148

16,242

-

-

(36)

-

Additions

1 January 2013

At 31 December 2012 and

consolidation

Translation differences on

Disposals

Transfer to investment properties

Transfers

944

Surplus on land revaluation

15,200

Land

134

15

Note

Additions

At 1 January 2012

Cost/ revaluation

16. Property, plant and equipment

1,660

-

-

-

95

-

8

1,557

-

-

(28)

35

-

1

1,549

Land improvement

22,936

109

(124)

-

856

-

295

21,800

8

(99)

(37)

195

-

521

21,212

Building, buildings and leasehold improvement

52,776

98

(413)

-

1,814

-

776

50,501

22

(929)

-

1,578

-

737

49,093

Machinery and equipment

2,811

28

(18)

-

-

-

47

2,754

3

-

-

-

-

29

2,722

Oak barrels

4,273

(2)

(313)

-

12

-

42

4,534

-

(162)

-

7

-

422

4,267

Vehicles

FINANCIAL STATEMENTS

1,497

1

(61)

-

39

-

169

1,349

-

(76)

-

46

-

165

1,214

Furniture, fixtures and office equipment

Consolidated financial statements

2,291

17

-

-

(2,816)

-

3,357

1,733

(12)

(4)

-

(1,861)

-

2,856

754

Assets under construction and installation

105,128

262

(931)

(166)

-

651

4,842

100,470

21

(1,270)

(101)

-

944

4,865

96,011

(in million Baht)

Total

178 179


15

-

Transfers

Disposals

At 31 December 2013

1 January 2013

At 31 December 2012 and

At 1 January 2012

Net book value

At 31 December 2013

consolidation

16,884

16,242

15,200

-

-

-

Impairment losses

Translation differences on

-

-

-

Depreciation charge for the year

1 January 2013

At 31 December 2012 and

consolidation

Translation differences on

-

-

Transfer to investment properties

Disposals

-

Impairment losses

-

Depreciation charge for the year

Transfers

-

Land

At 1 January 2012

Depreciation and impairment losses

Note

638

611

655

1,022

-

-

-

-

76

946

-

-

(20)

-

-

72

894

Land improvement

11,363

11,227

11,474

11,573

51

(95)

-

-

1,044

10,573

6

(68)

(24)

(29)

(37)

987

9,738

Building, buildings and leasehold improvement

13,326

12,813

12,512

39,450

70

(365)

( 4)

(23)

2,084

37,688

8

(840)

-

28

(192)

2,103

36,581

Machinery and equipment

573

657

760

2,238

18

(11)

-

-

134

2,097

2

-

-

1

-

132

1,962

Oak barrels

473

434

396

1,024

-

(61)

4

(3)

169

915

-

(69)

-

1,316

1,640

1,616

2,957

(3)

(304)

-

-

370

2,894

-

(153)

-

-

2,254

1,696

46,827

45,320

43,367

58,301

754

136

-

(836)

-

(26)

3,877

55,150

16

(1,130)

(44)

-

(189)

3,853

52,644

(in million Baht)

Total

37

-

-

-

-

37

-

-

-

-

-

-

37

396

-

3

2,651

Vehicles

Assets under construction and installation

163

818

Furniture, fixtures and office equipment

Consolidated financial statements


180 181

Property, plant and equipment under construction

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).

FINANCIAL STATEMENTS

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).

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). Separate financial statements

Leasehold improvements

Furniture, fixtures and office equipment

Assets under contruction and Vehicles 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)

-

At 31 December 2013

(1)

(2)

13

182

25

6

226

At 1 January 2012

4

117

12

-

133

Depreciation charge for the year

3

13

1

-

17

Disposals

-

-

-

Depreciation and impairment losses

(1)

(1)

1 January 2013

7

129

13

-

149

Depreciation charge for the year

3

14

2

-

19

Disposals

-

(1)

-

At 31 December 2013

(1)

(2)

10

142

14

-

166

9

38

3

3

53

1 January 2013

6

33

5

5

49

At 31 December 2013

3

40

11

6

60

Net book value At 1 January 2012 At 31 December 2012 and

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).

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

At 31 December 2012 and


17. Goodwill Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Cost 7,199

7,193

-

-

26

6

-

-

7,225

7,199

-

-

161

159

-

-

12

2

-

-

173

161

-

-

At 1 January

7,038

7,034

-

-

At 31 December

7,052

7,038

-

-

At 1 January Translation differences on consolidation At 31 December Impairment losses At 1 January Translation differences on consolidation At 31 December Net book value

18. Other intangible assets Consolidated financial statements Computer software

Trademarks

Licences

Total (in million Baht)

Cost At 1 January 2012

174

386

28

588

Additions

32

8

-

40

Disposals

(2)

-

-

(2)

-

4

-

4

204

398

28

630

Additions

36

3

-

39

Disposals

(3)

-

4

1

-

8

-

8

237

409

32

678

At 1 January 2012

79

333

5

417

Amortisation for the year

28

8

21

57

Translation differences on consolidation At 31 December 2012 and 1 January 2013

Translation differences on consolidation At 31 December 2013 Amortisation and impairment losses


182 183

Consolidated financial statements Computer software

Trademarks

Licences

Total (in million Baht)

Disposals

( 1)

-

-

( 1)

-

(2)

-

(2)

consolidation At 31 December 2012 and 1 January 2013

Amortisation for the year Impairment losses Disposals

106

339

26

471

28

8

1

37

-

6

-

6

( 1)

-

(1)

( 2)

FINANCIAL STATEMENTS

Translation differences on

Translation differences on consolidation At 31 December 2013

-

6

-

6

133

359

26

518

95

53

23

171

98

59

2

159

104

50

6

160

Net book value At 1 January 2012 At 31 December 2012 and 1 January 2013

At 31 December 2013

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. Separate financial statements Computer software (in million Baht) Cost Additions

55 8

At 31 December 2012 and 1 January 2013

63

Additions

12

At 31 December 2013

75

Amortisation and impairment losses At 1 January 2012 Amortisation for the year At 31 December 2012 and 1 January 2013 Amortisation for the year At 31 December 2013

41 6 47 6 53

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

At 1 January 2012


Separate financial statements Computer software (in million Baht) Net book value At 1 January 2012

14

At 31 December 2012 and 1 January 2013

16

At 31 December 2013

22

19. Leasehold rights Consolidated financial statements (in million Baht) Cost At 1 January 2012 Translation differences on consolidation At 31 December 2012 and 1 January 2013 Addition Translation differences on consolidation At 31 December 2013

276 (2) 274 1 11 286

Amortisation and impairment losses At 1 January 2012

84

Amortisation for the year

14

Translation differences on consolidation At 31 December 2012 and 1 January 2013 Amortisation for the year Translation differences on consolidation At 31 December 2013

2 100 13 1 114

Net book value At 1 January 2012

192

At 31 December 2012 and 1 January 2013

174

At 31 December 2013

172


184 185

20. Deferred tax Deferred tax assets and liabilities as at 31 December were as follows: Consolidated financial statements Liabilities

2013

2013

2012

2012 (in million Baht)

Total Set off of tax

1,297

(905)

(704)

392

397

Net deferred tax assets (liabilities)

(2,220)

1,101

(2,078)

905

FINANCIAL STATEMENTS

Assets

704

(1,315)

(1,374)

Separate financial statements Assets

Liabilities

2013

2013

2012

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: Consolidated financial statements (Charged) / credited to: At 1 January 2013

Profit or loss (Note 35)

Other comprehensive income

At 31 December 2013 (in million Baht)

Property, plant and equipment Investment properties Long-term investments

191

59

-

250

21

-

-

21

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 Set off of tax

1,101

240

(44)

1,297

(704)

(905)

397

392

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Deferred tax assets


Consolidated financial statements (Charged) / credited to: At 1 January 2013

Profit or loss (Note 35)

Other comprehensive income

At 31 December 2013 (in million Baht)

Deferred tax liabilities Property, plant and equipment Others Total Set off of tax

(2,032) (46) (2,078)

(21)

(129)

3

5

(18)

(124)

704

(38) (2,220) 905

(1,374) Net

(2,182)

(1,315) (168)

222

Consolidated financial statements (Charged) / credited to: At 1 January 2012

Profit or loss (Note 35)

Other comprehensive income

At 31 December 2012 (in million Baht)

Deferred tax assets Property, plant and equipment

163

28

-

191

15

6

-

21

1

-

-

1

Inventories

301

22

-

323

Provisions

12

1

-

13

470

11

4

485

Investment properties Long-term investments

Employee benefit obligations Loss carry forward

22

8

-

30

Others

18

19

-

37

1,002

95

4

1,101

Total Set off of tax

(661)

(704)

341

397

Deferred tax liabilities Property, plant and equipment Others Total Set off of tax

(1,845)

(13)

(174)

(2,032)

(68)

30

(8)

(46)

(1,913)

17

(182)

(2,078)

661

704

(1,252) Net

(1,374) 112

(178)


186 187

Separate financial statements (Charged) / credited to: At 1 January 2013

Profit or loss (Note 35)

At 31 December 2013

Other comprehensive income

Deferred tax assets Intangible assets

3

-

-

3

Employee benefit obligations

27

2

(2)

27

Total

30

2

(2)

30

FINANCIAL STATEMENTS

(in million Baht)

Separate financial statements (Charged) / credited to: At 1 January 2012

Profit or loss (Note 35)

At 31 December 2012

Other comprehensive income

(in million Baht) Deferred tax assets Intangible assets

3

-

-

3

Employee benefit obligations

28

3

(4)

27

Total

31

3

(4)

30

21. Other non-current assets

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

a specialist Deposits Others Total

40

1,529

1,579

287

296

461

205

-

-

92

106

-

-

2,082

1,890

287

296

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Advance payments to


22. Interest-bearing liabilities

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Current Bank overdrafts 1,218

1,112

-

-

186

12

-

-

-

5

-

-

763

2,243

-

600

-

7,770

-

7,770

-

193

-

-

2,167

11,335

-

8,370

Unsecured

2,667

1,533

2,667

1,533

Unsecured with guarantee

7,523

3,139

-

-

10,190

4,672

2,667

1,533

-

-

7,371

9,144

12,357

16,007

10,038

19,047

Secured Unsecured with letters of comfort Unsecured Short-term loans from financial institutions Promissory notes Unsecured Bills of exchange Unsecured Trust Receipts Unsecured Bank overdrafts and short-term loans from financial institutions Current portion of long-term loans from financial institutions

Short-term loans from related parties Unsecured

7


188 189

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Long-term loans from financial institutions Unsecured Unsecured with guarantee

7,500

9,667

6,500

9,667

46,843

78,479

-

-

54,343

88,146

6,500

9,667

1,000

-

-

-

-

-

17,770

13,875

55,343

88,146

24,270

23,542

67,700

104,153

34,308

42,589

FINANCIAL STATEMENTS

Non-current

Debentures Unsecured Long-term loans from related parties Unsecured Total

7

The periods to maturity of interest-bearing liabilities as at 31 December were as follows: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Within one year

12,357

16,007

10,038

After one year but within five years Total

55,343

88,146

24,270

23,542

67,700

104,153

34,308

42,589

19,047

The principal features of the borrowings were as follows:

(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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

(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.


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

Amount

Number of installments

(in million Baht) No. 1

2,000

Each installment

Payment due

(in million Baht) 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

1,000

1

1,000

4 Feb 16

No. 3 Tranche A 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.


190 191

(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

FINANCIAL STATEMENTS

(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.

(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: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Thai Baht (THB) and other functional currencies of foreign subsidiaries

13,237

22,535

34,308

42,589

Singapore Dollars (SGD)

54,366

81,618

-

-

97

-

-

-

67,700

104,153

34,308

42,589

Pound Sterling (GBP) Total

23. Trade accounts payable Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

1,524

1,459

-

-

Other parties

3,678

3,649

-

-

Total

5,202

5,108

-

-

Related parties

7

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

(in million Baht)


The currency denomination of trade accounts payable as at 31 December was as follows: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Thai Baht (THB) and other functional currencies of 4,923

4,745

-

-

117

151

-

-

United States Dollars (USD)

81

10

-

-

Euro (EUR)

foreign subsidiaries Australian Dollars (AUD)

76

137

-

-

Pound Sterling (GBP)

-

63

-

-

Others

5

2

-

-

5,202

5,108

-

-

Total

24. Other payables Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Accrued expenses

1,559

1,990

81

120

Accrued promotion expenses

1,171

1,171

-

-

538

519

12

1

453

275

-

-

218

258

46

45

3,939

4,213

139

166

Accounts payable for purchase of assets Advanced payments from customers for purchase of goods Others Total


192 193

The currency denomination of other payables as at 31 December was as follows: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

Thai Baht (THB) and other functional currencies of 3,623

3,896

139

166

159

-

-

-

United States Dollars (USD)

51

156

-

-

Singapore Dollars (SGD)

62

104

-

-

Euro (EUR)

36

53

-

-

Pound Sterling (GBP)

7

1

-

-

Japanese Yen (JPY)

-

2

-

-

Australia Dollars (AUD)

-

1

-

-

Others

1

-

-

-

139

166

subsidiaries Hong Kong Dollars (HKD)

Total

3,939

4,213

FINANCIAL STATEMENTS

(in million Baht)

25. Employee benefit obligations Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Statement of financial position Obligations for: Short-term employee benefits - accumulated annual leave

9

9

-

-

52

68

-

-

-

18

-

-

-

2

-

-

2,253

2,358

138

134

2,314

2,455

138

134

Long-term employee benefits - long service award - provision for executive incentive plan - provident fund - compensation plan based on Thai Labour law Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Post-employment benefits


Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Current -

18

-

-

Employee benefit obligations

2,314

2,437

138

134

Total

2,314

2,455

138

134

Compensation plan based on Thai Labour law

238

235

16

18

Actuarial gains recognised during the year

(29)

-

-

-

235

16

18

Short-term provisions Non-current

Year ended 31 December Recognised in statement of income:

209

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: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Present value of unfunded obligations Unrecognised actuarial (gains) losses Statement of financial position obligation

2,489

(175) 2,314

2,394 43 2,437

204

(66) 138

190

(56) 134


194 195

Movement in the present value of the defined benefit obligations: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

Defined benefit obligations at 1 January Benefits paid by the plan Current service costs and interest

2,437

2,341

134

139

(114)

(156)

(2)

( 2)

238

235

16

18

(218)

21

(10)

(21)

Actuarial (gains) losses recognised in other comprehensive income Actuarial gains recognised in statement of income Disposal of subsidiary Defined benefit obligations at 31 December

(29) 2,314

-

-

-

( 4)

-

-

138

134

2,437

FINANCIAL STATEMENTS

(in million Baht)

Expense recognised in statement of income: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Current service costs Interest on obligation

153

153

11

13

85

82

5

5

-

-

-

235

16

18

Actuarial gains recognised in statement of income

(29)

Total

209

The expense is recognised in the following line items in the statement of income: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

Cost of sales and cost of rendering of services Selling expenses Administrative expenses Total

54

46

16

17

101

107

-

-

54

82

-

1

209

235

16

18

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

(in million Baht)


Actuarial (gains) and losses recognised in the statement of comprehensive income: Consolidated financial statements

Separate financial statements

2013

2013

2012

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): Consolidated financial statements

Separate financial statements

2013

2013

2012

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 value per share

2013 Number

2012 Baht

(in Baht)

Number

Baht

(million shares / million Baht)

Authorised At 1 January - ordinary shares

1

29,000

29,000

29,000

29,000

1

29,000

29,000

29,000

29,000

1

25,110

25,110

25,110

25,110

1

25,110

25,110

25,110

25,110

At 31 December - ordinary shares Issued and paid-up At 1 January - ordinary shares At 31 December - ordinary shares

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.


196 197

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

Appropriations of profit and/or retained earnings Legal reserve Section 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.

FINANCIAL STATEMENTS

Reserves comprise:

Other components of equity Currency translation differences The 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 investments The 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 surplus The 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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Inter-segment pricing is determined on mutually agreed terms.


Business segments The Group comprises the following main business segments: Spirits Beer Non-alcoholic beverages Food

Production and sales of branded spirits products (mostly outside the Group); Production and sales of branded beer products (mostly outside the Group); Production and sales of branded water, soda, ready-to-drink coffee, energy drink, green tea and fruit flavoured drinks (mostly outside the Group); and 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.


357

Other income

(1,256)

(279)

(1,535)

36,084

(1,464)

(592)

(2,056)

19,441

147

1,744

4,804

12,746

17,385

355

12

5

710

(78)

632

28,256

170

1,835

5,036

21,215

28,888

562

32

1

28,293

2012

176

43

219

5,790

6

1,553

653

3,578

6,009

32

1

9

5,967

2013

116

35

151

5,197

9

1,332

582

3,274

5,348

28

1

-

5,319

2012

FINANCIAL STATEMENTS

-

-

-

(147)

-

(47)

(54)

(46)

(147)

(73)

-

(74)

-

2013

-

-

-

(176)

-

(102)

(31)

(43)

(176)

(60)

-

(116)

-

2012

Elimination

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Total 2012

340

-

3,272

17,357

4,236

21,593

135,121

352

10,145

12,591

112,033

156,714

875

68

-

155,771

28,760

(766)

(1,976)

12,688

749

18,065

5,146

23,211

138,844

635

10,355

12,232

115,622

162,055

937

74

-

161,044

(in million Baht)

2013

19,002

(447)

(65)

(512)

33,663

143

2,031

3,481

30,429

34,549

154

9

10

17,013

2013

Food

Profit for the year

18,495

5,468

23,963

69,483

47

1,758

3,799

28,059

33,151

204

12

10

34,376

2012

Non-alcoholic beverages

(1,967)

19,092

4,850

23,942

76,374

313

5,259

3,164

60,747

93,446

253

32

105

32,925

2013

Beer

- Finance costs

- Net foreign exchange gain (loss)

investment in associates

- Gain on purchase of

- Share of profit of associates

Unallocated items:

Allocated profit (loss) for the year

Income tax expense (income)

income tax expense

Profit (loss) before

Total allocated expenses

152

5,137

Administrative expenses

Finance costs

3,389

67,696

Selling expenses

Cost of sale of goods

100,316

43

Interest income

Total allocated income

50

99,866

2012

93,056

Spirits

2013

Inter-segment revenue

external parties

Revenue from sale to

Business segment results

198 199


57,474

Total allocated assets

2012

1,966

9,870

5,070

4,800

27,040

9,022

15,530

2,488

2013

2,162

12,970

6,417

6,553

28,110

11,334

14,560

2,216

2012

1,117

1,382

1,131

251

3,494

1,310

2,014

170

2013

Food

609

1,289

926

363

2,449

1,134

1,174

141

2012

19

Amortisation

of assets

Gain (loss) on disposal

losses 37

-

1,517

Depreciation

(Reversal of) impairment

1,369

Capital expenditure

30

36

18

1,456

50

-

5

703

39

-

6

792

65

(22)

14

1,309

8

(225)

35

1,329

(11)

(4)

12

354

(4)

-

13

280

Total 2012

30,967

17,637

13,330

183,329

75,140

108,189

26,525

46,827

34,837

141

(26)

50

3,883

4,881

73

(189)

72

3,857

4,906

122,714

81,618

41,096

18,561

22,535

207,686

103,995

103,691

25,399

45,320

32,972

(in million Baht)

2013

85,336 197

6,292

2,410

3,882

18,647

3,518

11,454

3,675

2012

Non-alcoholic beverages

Total liabilities 429

4,688

2,675

2,013

20,181

4,255

11,230

4,696

2013

Beer

54,369

1,938

20,545

8,808

11,737

54,485

9,413

18,132

26,940

Spirits

- Loans from financial institutions

Unallocated items:

15,027

8,761

Other liabilities

Total allocated liabilities

6,266

Interest-bearing liabilities

Total assets

- Investments in associates

Unallocated items:

11,938

18,053

27,483

2013

Other assets

and equipment

Property, plant

Inventories

Business segment financial position


200 201

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.

FINANCIAL STATEMENTS

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: Consolidated financial statements Property, plant and Income equipment 2013

2012

2013

2012 (in million Baht)

Thailand Overseas Total

151,166

155,642

45,232

43,963

5,548

6,413

1,595

1,357

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 income

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

150

65

-

-

26

43

1,896

33

Revenue from sales of scraps

125

304

-

-

Others

471

345

84

29

Total

772

757

1,980

62

Gain on sale of investment

30. Selling expenses

Consolidated financial statements

Separate financial statements

2013

2013

2012

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

-

-

1,828

1,760

-

-

12,590

12,232

-

-

Others Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Gain on disposal of assets


31. Administrative expenses Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Management personnel compensation

365

371

425

399

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

Personnel expenses

Hire and service fees Others Total

455

709

-

-

2,201

1,838

22

20

10,147

10,386

468

438

32. Employee benefit expenses Consolidated financial statements

Separate financial statements

2013

2013

2012

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

71

80

33

23

463

456

425

399

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

Other employees Salaries and wages

Others

Total employee benefit expenses Defined benefit plans Details of the defined benefit plans are given in Note 25.

1,431

1,396

93

94

10,528

10,536

425

463

10,991

10,992

850

862


202 203

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.

FINANCIAL STATEMENTS

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: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Included in cost of sales of goods and cost of rendering of services: Changes in inventories of finished 15

goods and work in progress

(2,979)

-

-

Raw materials, consumables and 103,484

106,265

-

-

Employee benefit expenses

3,132

3,034

399

437

Depreciation and amortisation

2,357

2,215

24

23

Marketing and sales promotion expenses

1,948

1,694

-

-

Advertising and public relations

2,892

2,582

-

-

4,473

4,262

437

412

Depreciation and amortisation

866

847

1

1

Rental fee

491

433

1

1

excise tax used

Included in selling expenses:

Included in administrative expenses:

34. Finance costs Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Interest expense: Related parties Financial institutions Exchange differences Total interest expense Other finance costs Total

7

-

-

1,176

1,032

2,315

1,035

425

671

3

3

-

-

2,318

1,038

1,601

1,703

1

363

-

-

2,319

1,401

1,601

1,703

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Employee benefit expenses


35. Income tax expense Income tax recognised in profit or loss

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Current tax expense Current year Under (over) provided in prior years Deferred tax expense

4,446

5,249

12

9

4,458

5,258

670

259

(2) 668

(2) 257

20

Movements in temporary differences

(104)

(2)

(3)

(305)

(8)

-

-

(222)

(112)

(2)

(3)

83

Recognition of previously unrecognised tax losses Total income tax expense

4,236

5,146

666

254

2012 Tax (expense) benefit

Net of tax

Income tax recognised in other comprehensive income Consolidated financial statements

Before tax

2013 Tax (expense) benefit

Net of tax

Before tax

(in million Baht) Share of other comprehensive income of associates

1,192

-

1,192

1,264

-

1,264

784

-

784

155

-

155

522

903

(174)

729

41

(8)

33

(21)

4

(17)

Foreign currency translation differences for foreign operations Revaluation of property

651

Available-for-sale financial assets

(26)

(129) 5

(21)

Defined benefit plan actuarial gains (losses) Total

218

(44)

174

2,819

(168)

2,651

2,342

(178)

2,164


204 205

Separate financial statements

Before tax

2013 Tax (expense) benefit

Net of tax

Before tax

2012 Tax (expense) benefit

Net of tax

Defined benefit plan actuarial gains (losses) Total

10

(2)

8

21

(4)

17

10

(2)

8

21

(4)

17

FINANCIAL STATEMENTS

(in million Baht)

Reconciliation of effective tax rate Consolidated financial statements 2013 Rate (%)

(in million Baht)

Rate (%)

(in million Baht)

19,002

Profit for the year Total income tax expense Profit before total income tax expense Income tax using the Thai corporation tax rate

2012

4,236

5,146

23,238

33,905

4,648

20.00

Effect of different tax rates in foreign jurisdictions Income not subject to tax Expenses not deductible for tax purposes

28,759

23.00

7,798

(98)

(746)

(1,337)

(2,710)

938

Recognition of previously unrecognised tax losses

745

(2)

48

75

2

12

9

Current year losses for which no deferred tax asset was recognised Under provided in prior years Total

18.23

4,236

15.18

5,146

Separate financial statements 2013

Total income tax expense Profit before total income tax expense 20.00

Expenses not deductible for tax purposes

666

254

15,191

12,946

3,038

23.00

26

(2) 4.38

666

2,978

(2,748)

4

Over provided in prior years

(in million Baht) 12,692

(2,374)

Income not subject to tax

Total

Rate (%)

14,525

Profit for the year

Income tax using the Thai corporation tax rate

(in million Baht)

( 2) 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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Rate (%)

2012


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: Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

4,909

4,252

-

-

Non-promoted businesses

150,862

156,792

-

-

Total income

155,771

161,044

-

-

Promoted businesses

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.


206 207

37. Basic earnings per share

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012

(in million Baht / million shares) Profit attributable to ordinary shareholders of the Company (basic) Number of ordinary shares outstanding Earnings per share (basic) (in Baht)

19,130

28,493

14,525

12,692

25,110

25,110

25,110

25,110

0.76

1.13

0.58

0.51

FINANCIAL STATEMENTS

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:

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

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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Financial risk management policies The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from nonperformance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes.


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: Separate financial statements Effective interest rate (% per annum)

Within 1 year

After 1 year but within 5 years

Total (in million Baht)

2013 Current Loans receivable - related parties

5.00

14,422

-

14,422

5.00

-

2,197

2,197

14,422

2,197

16,619

5.00

24,254

-

24,254

5.00

-

2,304

2,304

24,254

2,304

26,558

Non-current Loans receivable - related parties Total 2012 Current Loans receivable - related parties Non-current Loans receivable - related parties Total

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: Consolidated financial statements Effective interest rate (% per annum)

Within 1 year

After 1 year but within 5 years

Total (in million Baht)

2013 Current Bank overdrafts

1.84

1,404

-

1,404

Loans payable - financial institutions

2.93

763

-

763

2.28

10,190

-

10,190

Debentures

4.00

-

1,000

1,000

Loans payable - financial institutions

2.01

-

54,343

54,343

12,357

55,343

67,700

Current portion of long-term loans - financial institutions Non-current

Total


208 209

Consolidated financial statements Effective interest rate (% per annum)

Within 1 year

After 1 year but within 5 years

Total

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

2.67

4,672

-

4,672

2.04

-

88,146

88,146

16,007

88,146

104,153

FINANCIAL STATEMENTS

(in million Baht)

Current portion of long-term loans - financial institutions Non-current Loans payable - financial institutions Total

Separate financial statements Effective interest rate (% per annum)

Within 1 year

After 1 year but within 5 years

Total (in million Baht)

2013 Current Current portion of long-term loans - financial institutions

3.57

2,667

-

2,667

5.00

7,371

-

7,371

Loans payable - financial institutions

3.25

-

6,500

6,500

Loans payable - related parties

5.00

-

17,770

17,770

10,038

24,270

34,308

3.21

600

-

600

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

Loans payable - financial institutions

3.39

-

9,667

9,667

Loans payable - related parties

5.00

-

13,875

13,875

19,047

23,542

42,589

Loans payable - related parties Non-current

Total 2012 Loans payable - financial institutions Current portion of long-term loans- financial institutions

Non-current

Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Current


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:

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Singapore Dollars Cash and cash equivalents

8

1

-

-

-

7

-

-

100

10,190

Loans to and other receivables from related parties Interest-bearing liabilities

22

(54,366)

(81,618)

-

-

Other payables

24

(62)

(104)

-

-

(54,427)

(81,722)

100

10,190

Gross statement of financial position exposure

-

Forwards to sell foreign currency Net exposure

(54,427)

(81,722)

-

(9,889)

100

301

United States Dollars Cash and cash equivalents

8

12

28

-

-

Trade accounts receivable

10

33

13

-

-

2

2

-

-

Other receivables Trade accounts payable

23

(81)

(10)

-

-

Other payables

24

(51)

(156)

-

-

(85)

(123)

-

-

(676)

(661)

-

-

(27)

(25)

-

-

(788)

(809)

-

-

221

-

-

(588)

-

-

Gross statement of financial position exposure Estimated forecast purchase of goods Estimated forecast other liabilities Gross exposure Forwards to buy foreign currency Net exposure

17

(771)


210 211

Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Euro Cash and cash equivalents

8

-

1

Trade accounts receivable

10

36

33

-

-

1

-

-

-

-

Trade accounts payable

23

(76)

(137)

-

-

Other payables

24

(36)

(53)

-

-

(75)

(156)

-

-

Estimated forecast purchase of goods

(95)

(372)

-

-

Estimated forecast purchase of assets

(138)

(76)

-

-

Other provisions

(149)

(172)

-

-

Gross exposure

(457)

(776)

-

-

437

-

-

(339)

-

-

81

-

-

-

-

-

FINANCIAL STATEMENTS

Other receivables

-

Gross statement of financial position exposure

Forwards to buy foreign currency

53

Net exposure

(404)

Pound Sterling Cash and cash equivalents

8

Interest-bearing liabilities

22

Trade accounts payable

23

-

(63)

-

-

Other payables

24

(7)

(1)

-

-

17

-

-

(15)

-

-

1

(97)

Gross statement of financial position exposure

(103) -

Estimated forecast purchase of goods Estimated forecast payment for advertising

(130)

(119)

-

-

Gross exposure

(233)

(117)

-

-

64

-

-

(233)

(53)

-

-

(117)

(151)

-

-

(1)

-

-

(117)

(152)

-

-

Estimated forecast purchase of goods

(367)

(288)

-

-

Gross exposure

(484)

(440)

-

-

162

420

-

-

(322)

(20)

-

-

-

Forwards to buy foreign currency Net exposure

Trade accounts payable

23

Other payables

24

-

Gross statement of financial position exposure

Forwards to buy foreign currency Net exposure

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Australia Dollars


Note

Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht)

Hong Kong Dollars Cash and cash equivalents Other payables

34

-

-

(159)

-

-

-

(141)

34

-

-

-

(2)

-

-

-

(2)

-

-

(284)

-

-

8

18

24

Gross statement of financial position exposure Japanese Yen Other payables

24

Gross statement of financial position exposure Estimated forecast purchase of machinery

(470)

Other provisions

-

Gross exposure

(2)

-

-

(288)

-

-

282

-

-

(6)

-

-

9

11

-

-

4

-

-

-

(470)

Forwards to buy foreign currency

54

Net exposure

(416)

Other foreign currencies Trade accounts receivable

10

Other receivables Trade accounts payable

23

(5)

(2)

-

-

Other payables

24

(1)

-

-

-

7

9

-

-

Other provisions

(1)

(1)

-

-

Gross exposure

6

8

-

-

Gross statement of financial position exposure

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.


212 213

Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and nonfinancial 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. FINANCIAL STATEMENTS

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: Currency denomination 2013

Consolidated financial statements 2012

2013

(in million)

2012 (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

-

24

10,058

Total

Australian Dollars (AUD) Japanese Yen (JPY)

6

13

161

415

170

789

53

281

Euro (EUR)

1

11

52

436

United States Dollars (USD)

1

7

17

223

Pound Sterling (GBP)

-

4

-

188

283

1,543

Total

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Liabilities


40. Commitments with non-related parties Consolidated financial statements

Separate financial statements

2013

2013

2012

2012 (in million Baht )

Capital commitments Contracted but not provided for: Land

2

52

-

-

227

641

-

-

1,307

1,028

-

-

4

7

-

-

1,540

1,728

-

-

Within one year

489

455

12

8

After one year but within five years

492

379

26

17

99

91

-

-

1,080

925

38

25

Forward contracts to buy foreign currencies

286

1,580

-

-

Forward contracts to sell foreign currencies

(25)

(10,154)

-

Buildings and other constructions Machinery and equipment Computer software Total Non-cancellable operating lease commitments

After five years Total Other commitments

(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

866

509

-

-

1,668

959

-

-

Bank guarantees

354

368

42

40

Other agreements

35

31

-

-

Advertising services and sponsorship agreements Molasses purchase agreements

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.


214 215

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.

FINANCIAL STATEMENTS

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).

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.

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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


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) TAS 7 (revised 2012) TAS 12 (revised 2012) TAS 17 (revised 2012) TAS 18 (revised 2012) TAS 19 (revised 2012) TAS 21 (revised 2012)

Presentation of financial statements Statement of Cash Flows Income Taxes Leases Revenue Recognition Employee Benefits The Effects of Changes in Foreign Exchange Rates

2014 2014 2014 2014 2014 2014 2014


TFRS

Topic

Year effective

TAS 24 (revised 2012) TAS 28 (revised 2012) TAS 31 (revised 2012) TAS 34 (revised 2012) TAS 36 (revised 2012) TAS 38 (revised 2012) TFRS 2 (revised 2012) TFRS 3 (revised 2012) TFRS 5 (revised 2012) TFRS 8 (revised 2012) TFRIC 1

Related Party Disclosures Investments in Associates Interests in Joint Ventures Interim Financial Reports Impairment of Assets Intangible Assets Share-based Payment Business Combinations Non-current Assets held for Sale and Discontinued Operations Operating Segments Changes in Existing Decommissioning, Restoration and Similar Liabilities Determining whether an Arrangement contains a Lease Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds Interim Financial Reporting and Impairment Customer Loyalty Programmes Distributions of Non-cash Assets to Owners Transfers of Assets from Customers Operating Leases-Incentives Evaluating the Substance of Transactions Involving the Legal Form of a Lease Intangible Assets-Web Site Costs

2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014

TFRIC 4 TFRIC 5 TFRIC 10 TFRIC 13 TFRIC 17 TFRIC 18 TIC 15 TIC 27 TIC 32

FINANCIAL STATEMENTS

216 217

2014 2014 2014 2014 2014 2014 2014 2014 2014

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


Interested Persons Transactions Thai Beverage Public Company Limited and its Subsidiaries For the year ended 31 December 2013 Aggregate value of all interested persons transactions during the year ended 31 December 2013 under review (excluding transactions less than S$100,000* and transactions conducted under Shareholders’ Mandate) Baht ‘000

Aggregate value of all interested persons transactions conducted under the mandate (excluding transactions less than S$100,000*) Baht ‘000

A.

Revenue from sales and service income

1.

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.

Terragro Bio-Tech Co., Ltd.

6. 7.

-

5,436.50

4,106.40

13,490.13

Thai Alcohol PCL

-

85,328.31

Eastern Chemical Co., Ltd.

-

17,580.76

8.

Fraser and Neave, Limited

-

14,852.75

B.

Other income

1.

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 sales

1.

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


Aggregate value of all interested persons transactions conducted under the mandate (excluding transactions less than S$100,000*) Baht ‘000

D.

Selling expenses

1.

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 expenses

1.

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.

16.

Best Fortune Property and Loan Fund

17. 18. 19.

Thai Alcohol PCL

20.

InterContinental Singapore

21.

Lertrattakarn Co., Ltd.

F.

Purchase of assets

1.

The Chonburi Sugar Corporation Limited

2.

Berli Jucker PCL

3.

Dhanasindhi Co.,Ltd.

-

5,658.85

12,482.36

25,009.36

Thippatana Arcade Co., Ltd.

-

5,287.07

at mediafront Co., Ltd.

-

5,171.53

* Exchange rate Baht 26.12 per 1 SGD. ** Converted from company limited to public company limited *** Formerly : The Maewang Sugar Industry Co., Ltd.

-

13,031.16

2,823.54

3,996.36

10,742.12

21,047.33

146,038.00

-

6,932.01

-

-

286,764.83

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Aggregate value of all interested persons transactions during the year ended 31 December 2013 under review (excluding transactions less than S$100,000* and transactions conducted under Shareholders’ Mandate) Baht ‘000

Interested Persons Transactions REPORT

218 219


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.

Appendix Proposed Renewal of Shareholders’ Mandate for Interested Person Transactions

1. Background

The 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. Definitions

The 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


“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)

Interested Persons Transactions REPORT

220 221

3. Shareholders’ Mandate

4. Proposed Renewal of the Shareholders’ Mandate

The 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’ Mandate

Details 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Pursuant 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.


6. Audit Committee Statement

6.1 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’ Interests

The 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 Voting

Mr. 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’ Recommendation

9.1 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 Statement

The 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.


222 223

11.1 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.

Interested Persons Transactions REPORT

11. Action to Be Taken By Shareholders

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 cdp@sgx.com) should you require any guidance on the process of such transfer and registration.

12. Others

12.1 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

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.


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.


Classes of Mandated Interested Persons The 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:

Interested Persons Transactions REPORT

224 225

(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;

(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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

(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;


Rationale for and the Benefits of the Shareholders’ Mandate The 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 Limits In 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


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

Interested Persons Transactions REPORT

226 227

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.”

(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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

(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.


(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: Approval Limits

Relevant Approving Authority

Interested Person Transaction not exceeding Baht 200,000 in value

A deputy managing director or officer of equivalent rank

Interested Person Transaction above Baht 200,000 but not exceeding Baht 500,000 in value

A managing director or officer of equivalent rank

Interested Person Transaction above Baht 500,000 but not exceeding Baht 5 million in value

A vice chairman or officer of equivalent rank

Interested Person Transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the THBEV Group in value

A chairman

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 (e), (f), (g), (h) and (i) above under “General Mandate for Interested Person Transactions Mandated Transactions”.


(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.

Interested Persons Transactions REPORT

228 229

(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: Approval Limits

Relevant Approving Authority

Interested Person Transaction not exceeding Baht 200,000 in value

A deputy managing director or officer of equivalent rank

Interested Person Transaction above Baht 200,000 but not exceeding Baht 500,000 in value

A managing director or officer of equivalent rank

Interested Person Transaction above Baht 500,000 but not exceeding Baht 5 million in value

A vice chairman or officer of equivalent rank

Interested Person Transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the THBEV Group in value

A chairman

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 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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited


Other Review Procedures Our 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.


SCHEDULE 2 TO THE APPENDIX Examples 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. (1)

28. The Southeast Insurance Public Company Limited (4)

4.

BJC Industrial and Trading Company Limited

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.

Interested Persons Transactions REPORT

230 231

(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.

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.

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

24. Queen’s Park Hotel Co., Ltd.


Announcements to 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: Appointment of Ms. Vaewmanee Soponpinij as Senior Vice President – Corporate Services in March 2013; Cessation of Mr. Sawat Sopa from Director and Executive Vice President in June 2013; Cessation of Mr. Karn Chitaravimol from Senior Vice President – Non-Alcohol Production in July 2013; Cessation of Mr. Matthew Kichodhan from Senior Vice President – International Business in July 2013; and Appointment of Mr. Kosit Suksingha as Senior Vice President – Related Business in November 2013.

3.1 3.2 3.3 3.4 3.5

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.


General Corporate Information

232 233

Business Contact Company Name Thai Beverage Public Company Limited

Address

Telephone

Fax

Remark

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5882

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

349 Moo 2, Tambon Mae Lad Amphoe Klong Klung Kamphaeng Phet 62120

(055) 728 400-15

(055) 728 416

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

68 Moo 2, Tambon Namtoa Amphoe Bangban Phra Nakhon Si Ayutthaya 13250

(035) 289 333-45

(035) 289 371

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

77 Moo 1, Phaholyothin Road KM. 54 Tambon Lamsai, Amphoe Wangnoi Phra Nakhon Si Ayutthaya 13170

(035) 744 920-4

(035) 744 916

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak 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 Factory

Announcements to SGX in 2013

Based on the Organization Structure

2.

3.

4.

Beer Thai (1991) Public Company Limited

Beer Thip Brewery (1991) Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Vidhayathan Co., Ltd.

Distillery Group 1. Sangsom Co., Ltd.

Factory

Factory

Factory

2.

Fuengfuanant Co., Ltd.

333 Moo 1, Tambon Tha Toom Amphoe Si Maha Phot, Prachin Buri 25140

(037) 285 016-18

(037) 285 237

3.

Mongkolsamai Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak 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

Factory

4.

Thanapakdi Co., Ltd.

315 Moo 4, Tambon Mae Faek Amphoe San Sai, Chiang Mai 50290

(053) 849 550-4

(053) 849 555

5.

Kanchanasingkorn Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon 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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

1.

General Corporate Information

Brewery Group


Business Contact Company Name

Address

Telephone

Fax

6.

14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

488 Moo 1, Tambon Wangdong Amphoe Muang Kanchanaburi Kanchanaburi 71190

(034) 527 100

(034) 527 111

Factory

82 Moo 3, Tambon Bang Ku Wat Amphoe Muang Pathum Thani Pathum Thani 12000

(02) 598 2850-9

(02) 598 2858

Factory

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

7.

Sura Piset Thipharat Co., Ltd.

Sura Bangyikhan Co., Ltd.

Remark

8.

Mekhong Distillery Limited

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak 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

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 Si Nakhon 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

14. United Winery and Distillery Co., Ltd.

Factory

Factory


234 235

Company Name

Address

Telephone

Fax

Remark

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-District Chatuchak 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

40/53 Moo 3, Talad Bangkhen Sub-District, Laksi District, Bangkok 10210

(02) 785 7441

(02) 973 4658

Sales Group Beer Group 1. Pomthip (2012) Co., Ltd. 2.

Pomkit Co., Ltd.*

383 Moo 8, Tambon Banpo Amphoe Muang Nakhon Ratchasima Nakhon 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) 241 032 Ext. 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 Klao Amphoe 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

40/53 Moo 3, Talad Bangkhen Sub-District Laksi District, Bangkok 10210

(02) 785 7441

(02) 973 4658

Factory

General Corporate Information

Business Contact

Liquor Marketing Group 1. Num Yuk Co., Ltd. 2.

Num Kijjakarn Co., Ltd. *

383 Moo 8, Tambon Banpo Amphoe Muang Nakhon Ratchasima Nakhon 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 Wasukri Amphoe 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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

* Registered the change of Company’s address on November 20, 2013.


Business Contact Company Name

Address

Telephone

Fax

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 Ratchaburi Ratchaburi 70000

(032) 312 772-4

(032) 312 770-1

(02) 785 7878

(02) 785 7878 Ext. 7833

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

* Registered the change of Company’s address on November 20, 2013. Modern Trade Sale Group 1. Modern Trade Management Co., Ltd. *

333 Lao Peng Nguan Tower 1, 26th Floor Soi Choei Phuang, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

* Registered the change of Company’s address on October 1, 2013. Sale Agent Group 1. Thipchalothorn Co., Ltd.

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

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5929

Marketing Group 1. Thai Beverage Marketing Co., Ltd.

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

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7125

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7140

(02) 785 7148

* Registered the change of Company’s address on December 13, 2013. Related Business Group* 1. Thai Beverage Energy Co., Ltd.

2.

Thai Molasses Co., Ltd.

Remark


236 237

Business Contact Address

Telephone

Fax

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 (02) 785 5555 Vibhavadi Rangsit Road, Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5975

14 Sangsom Building, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7025

79 Moo 3, Tambon Lamlookbua Amphoe Dontoom, Nakhon Pathom 73150

(034) 993 355

(034) 993 354

19th-20th Floors, Park Ventures Ecoplex 57 Wireless Road, Lumpini Pathumwan, Bangkok 10330

(02) 785 8888

(02) 785 8889

Non-Alcohol Beverage Business Group 1. Thai Drinks Co., Ltd.

2.

SPM Foods and Beverages Company Limited

Remark General Corporate Information

Company Name

Factory

Group of Listed Companies on the Stock Exchange in Thailand Oishi Group* 1. Oishi Group Public Company Limited

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

Serm Suk Group 1. 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

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

* 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.


Business Contact Company Name

Address

Telephone

Fax

4.

Sermsuk Traning 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

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 Tsui Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

7.

Wrangyer Beverage (2008) Co., Ltd.*

Muang Thai-Phatra Complex, Tower 1 27-28th Floor, 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

(02) 693 2255-65

(02) 693 2266

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7341

02 785 7345

Remark

* Registered the change of Company’s address on August 22, 2013. Others 1. Thai Beverage Training Co., Ltd.

2.

Thai Thum Distillery Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

NonTrading

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

NonTrading

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

NonTrading

5.

C A C Co., Ltd.*

90, CyberWorld Tower 10th Floor Ratchadapisek Road Huai Khwang Sub-District Huai Khwang District, Bangkok 10310

(02) 785 9999

(02) 785 9999

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9668

* Incorporated on April 29, 2013. Trademark Group 1. Thai Beverage Brands Co., Ltd.

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

Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

International Business Group * 1.

International Beverage Holdings Limited

Dormant


238 239

Business Contact Telephone

Fax

2.

No. 138 Cecil Street, # 05-02 Cecil Court, Singapore 069538

(65) 6435 2880

(65) 6536 9930

24 Penjuru Road, #07-01 CWT Commodity Hub Singapore 609128

(65) 6509 3410

(65) 6265 1819

InterBev (Singapore) Limited

3.

InterBev (Cambodia) Co., Ltd.**

No. 01, Street 484, corner 97 Sangkat Psar Deum Tkov, Khan Chamkamorn Phnom 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 Chulan 50200 Kuala Lumpur, Malaysia

(603) 2050 1888

(603) 2031 8618

Unit C-25-02, First Floor, 3 Two Square Commercial Centre, No. 2, Jalan 19/1 46300 Petaling Jaya, Selangor, Malaysia

(603) 7960 1839

(603) 7960 3361

(852) 2375 6648

(852) 2375 6188

Remark General Corporate Information

Address

5.

Best Spirits Company Limited

Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

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 1 30 Canton Road, Tsim Sha Tsui Kowloon, 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 Court Singapore 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

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 City Yunnan, 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

NonTrading

ANNUAL REPORT 2013 Thai Beverage Public Company Limited

Company Name


Business Contact Company Name

Address

Telephone

Fax

Remark

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

Legal Advisor Weerawong, Chinnavat & Peangpanor Ltd. 22nd Floor, Mercury Tower 540 Ploenchit Road Lumpini, Pathumwan Bangkok 10330 Compliance Advisor WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 Certified Public Accountant KPMG Phoomchai Audit Ltd. Partner-in-charge: Mr. Nirand Lilamethwat (CPA No. 2316) (Effect from financial year ended 2012)


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

THAIBEV: Annual Report 2013 (English)  

Annual Report 2013 (English)

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