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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