Page 1


Contents Annual Report 2006 - Thai Beverage Public Company Limited

1 2 18 22 26 40 42 44 52 58 60 84 87 88 90 102 104 105 106 167 189 191 192

Investor Information Financial Highlights Message from the Chairman Shareholding Structure Report of the Board of Directors Board of Directors Executive Board of Directors Background of Directors & Key Management Organization Structure Product Portfolio Operating and Financial Review Milestones Credit Rating Announcementร Awards Corporate Governance Report Corporate Social Responsibility Report Audit Committee Report Audit Report of Certified Public Accountant Financial Statements Interested Persons Transactions Report Accounting Manual Policy / SAP System Announcements to SGX 2006 General Corporate Information


Investor Information Annual Report 2006 - Thai Beverage Public Company Limited

1

Thai Beverage is listed on the Singapore Exchange (SGX-ST) main board. STI ticker Reuters Bloomberg Google Finance

THBEV tbev.si thbev sp SIN:Y92

IPO date: IPO offer price: Fiscal year ends:

External Auditor: Dividend Policy:

30 May 2006 S$ 0.28 December 31

ThaiBev’s stock performance ThaiBev Close

Volume

Vol. (M shares)

Price (S$)

1600

0.35

1400 0.3

1200 1000

0.25

800 0.2

600 400

0.15

200

December

November

October

September

August

July

June

May

0

0.1 2006

KPMG Phoomchai Audit Ltd. not less than 50% of net profit after deducting all appropriated reserves

Share price* 2006 High S$ 0.305 (August 31 and September 1) 2006 Low S$ 0.24 (June 8) *data from May 30, 2006 to December 29, 2006 Investor Relations Contact Investor Relations Department, Office of Corporate Communications Thai Beverage PLC. 14 Vibhavadi Rangsit Rd., Chomphon, Chatuchak, Bangkok 10900 THAILAND Mr. Richard W. Jones Tel: +662 272 2295 (DIR) +662 272 2051-5 ext. 1228 Fax: +662 272 2280 E-mail: richard.j@thaibev.com Namfon Aungsutornrungsi Tel: +662 272 2051-5 ext. 1225 E-mail: namfon.a@thaibev.com Ariya Silakorn Tel: +662 272 2051-5 ext. 1222 E-mail: ariya.s@thaibev.com Corporate website: www.thaibev.com IR website: www.thaibev.com/set/investor.html


Financial Highlights 2

Annual Report 2006 - Thai Beverage Public Company Limited

2006

Income Statement Total Sales Total Revenues Cost Of Sales Gross Profit Operating Profit Earnings before interest expense and tax (EBIT) Net Profit Depreciation and Amortisation Earnings before interest expense, tax, depreciation & amortisation (EBITDA) Balance Sheet Current Assets Non-current Assets Total Assets Current Liabilities Non-current Liabilities Total Liabilities Shareholders’ Equity Total Liabilities and Shareholders’ Equity

2005

Million Baht

Million Baht

97,798 97,956 69,325 28,473 15,789 15,946 10,055 4,652

94,903 95,190 65,188 29,715 16,534 16,822 10,337 4,432

20,598

21,254

33,536 52,044 85,580 26,151 6,875 33,026 52,554 85,580

36,349 50,788 87,137 55,228 195 55,423 31,714 87,137


3

Financial Ratio Return On Equity (%) Return On Total Assets (%) Current Ratio (Times) Accounts Receivable Turnover (Days) Debt To Equity Ratio (Times) Interest coverage Ratio (Times) Total Interest Bearing Debt To EBITDA Ratio (Times) FFO* to Total Interest Bearing Debt Ratio (%) Per Share Information (Baht) Net Assets Value per share Earnings per share - basic *FFO (Fund from Operation) = Net profit + Depreciation and Amortisation

2006

2005

23.9% 11.6% 1.28 5.2 0.63 13.13 0.95 75.39%

31.6% 11.4% 0.66 6.0 1.75 12.20 1.94 35.81%

2.21 0.42

1.44 0.47


Message from the Chairman 18

Annual Report 2006 - Thai Beverage Public Company Limited


19

Dear Shareholders, Thai Beverage Public Company Limited (“Company”) recognizes its mission to continuously sharpen its competitive edge, generate value, and move forward for the best interests of shareholders, customers, and employees under good corporate governance. Our performance in 2006 proved that we have adhered to our cause despite volatile domestic economic conditions in the country, natural disasters, and unforeseen events. Year of Progress and Success In 2006 the Company succeeded in its operations with total sales revenue of 97,798 million Baht, a 3.1% increase from 2005. The operating profit amounted to 15,789 million Baht, and the net profit was 10,055 million Baht. The Company took two major measures to reduce its debt while increasing financial liquidity. First, 3,110,025,000 common shares were sold to foreign investors and local institutional investors as a means of recapitalization. Second, the Company successfully listed on the Singapore Exchange Securities Trading Limited (“Singapore Exchange”) and began trading its common shares on May 30, 2006. Many events in 2006 had a bearing on the Company’s operations, including floods in upcountry areas, which affected the distribution of white spirits. However, the beer market remained intact because most of our consumers live in urban areas, which remained relatively dry. The beer market expanded in the third quarter with the greater popularity of Archa Beer. The anticipated regulatory change in the advertisement of alcohol products will affect all operators in the alcoholic beverage industry, including the Company. The actual impact on the Company cannot be assessed until the regulation becomes effective. In relation to our business management, the Board of Directors (“Board”) has delegated authority to certain groups in the Company, including the Executive Board of Directors, which is responsible for the day-to-day business administration of the group, and working committees in charge of specific tasks. These groups maintain close communication with the Board to ensure appropriate business management, enhance the Board’s oversight efficiency, and adherence to corporate governance. In doing so, the Company aims to generate the highest value and gain acceptance from


20

shareholders, investors, stakeholders, related parties, as well as regulatory agencies. Five committees support the work of the Board, namely the Executive Board of Directors, the Audit Committee, the Remuneration Committee, the Nomination Committee, and the Risk Management Committee. These people have put in their best efforts, thereby strengthening our ability to conduct our business under good corporate governance. Market Leadership and Strength in Product Distribution Our beer and liquor products are well accepted in both local and international markets. By establishing a network of over 400,000 distributors throughout Thailand as well as maintaining good relationships with distributing agents and sales representatives, sales of the Company’s beer and liquor products have been on the rise. Business Strategies Our strategies focus on product distribution and brand awareness. We will work more closely with distributors to develop sales strategies in consideration on consumer needs. We have not only conducted market research to develop products aligning with consumer needs but also conducted product research by the blending expertise of foreign liquor manufacturers with Thai liquor manufacturers. This will lead to better understanding of consumer needs, thus creating new products that are comparable, or superior to foreign leading liquors, thereby reducing our need to import. For long-term competitiveness and brand awareness, the Company became a sponsor of the British Everton Football Club, whose team uniform features the Chang logo, instantly making the brand of beer well-known among soccer fans around the world. The Company operates three beer breweries with a total capacity of 1,550 million liters per year, and 17 distilleries are under the Company’s network with a total production capacity of 808 million liters per year. All breweries and distilleries have been upgraded and constantly monitored to maintain local and international standards, including Thai Industrial Standard and ISO 900:2004. Moreover, our operating facilities have achieved Hazard Analysis and Critical Control Point (HACCP) certification as well as Good Manufacturing Practice (GMP) certification from the Food & Drug Administration. All breweries won ISO 14001:2004 certification for environmental management, and their laboratories won ISO 17025 certification. These accreditations reflect our commitment to the quality of products and consumer needs. In addition, these efforts raise our competitiveness in the global market.


21

Social Responsibility Apart from business performance and targets, we take our environmental responsibility seriously. All our manufacturing facilities are required to adopt ISO 1400:2004 standards in their environmental management. In addition, we continue to provide assistance to the needy and those affected by natural disasters, as well as supporting the efforts of government and private organizations in social contribution, including sports and public health. Moving Ahead with Sustainability It is projected that the beer and liquor markets will expand both locally and internationally. With a strong commitment to continually enhancing every aspect of its business, the Company will forge ahead with sustainability and stability. This annual report contains information on our business performance, credit rankings, organizational achievements, financial performance, risk management, market trends, and good corporate governance. On behalf of the Board, I would like to thank every customer and shareholder for continuously supporting the Company’s business operations, and extend my appreciation to the Company’s Directors, executives and employees, who have demonstrated full dedication to carrying out their duties. I assure you that the Company will continue to do its best under good corporate governance for sustainable business growth.

Mr. Charoen Sirivadhanabhakdi Chairman


Shareholding Structure 22

Annual Report 2006 - Thai Beverage Public Company Limited

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Shareholding Structure 24

Annual Report 2006 - Thai Beverage Public Company Limited

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25

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Report of the Board of Directors 26

Annual Report 2006 - Thai Beverage Public Company Limited

Breakdown in Shares and Types of Share Type of Share

1 Thai Beverage Public Company Limited 14 Vibhavadi Rangsit Road,

Holding Company

Common 25,110,025,000.00 25,110,025,000

2 Thai Alcohol PLC. 31-35 Chalermkhet 1 Road,

Alcohol Common Production

800,000,000.00

3 Sangsom Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production

4 Fuengfuanant Co., Ltd. 333 Moo 1, Tambon Tha Toom,

Company/Location

Paid-Up Capital (Baht)

Shares Issued

Type of Business

No.

No. of % of Shares Held Shareholding

-

-

160,000,000

159,999,986

100.00%

7,500,000,000.00

750,000,000

749,999,994

100.00%

Liquor Common Production

900,000,000.00

90,000,000

89,999,994

100.00%

5 Mongkolsamai Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production

700,000,000.00

70,000,000

69,999,994

100.00%

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

Liquor Common Production

700,000,000.00

70,000,000

69,999,994

100.00%

7 Kanchanasingkorn Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production

700,000,000.00

70,000,000

69,999,994

100.00%

8 Sura Bangyikhan Co., Ltd. 82 Moo 3, Tambon Bang Khoo Wat, Amphoe Muang, Pathum Thani 12130

Liquor Common Production

4,000,000,000.00

400,000,000

399,999,994

100.00%

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

Liquor Common Production

900,000,000.00

90,000,000

89,999,994

100.00%

10 S.S. Karnsura Co., Ltd. 101 Moo 8, Tambon Kaeng Dom,

Liquor Common Production

800,000,000.00

80,000,000

79,999,994

100.00%

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Khwaeng Wat Thepsirin, Khet Pomprab, Bangkok 10100 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Amphoe Si Maha Phot, Prachin Buri 25140

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

King Amphoe Sawang Wirawong, Ubon Ratchathani 34190

Remark


27

No.

Company/Location

Type of Business

Type of Share

Paid-Up Capital (Baht)

Shares Issued

No. of % of Shares Held Shareholding

11 Kankwan Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production

800,000,000.00

80,000,000

79,999,994

100.00%

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

Liquor Common Production

700,000,000.00

70,000,000

69,999,994

100.00%

13 Red Bull Distillery (1988) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Liquor Common Production

3,000,000,000.00

300,000,000

299,999,940

100.00%

Common

1,800,000,000.00

180,000,000

179,999,994

100.00%

15 Simathurakij Co., Ltd. 1 Moo 6, Tambon Ban Daen,

Liquor Common Production

900,000,000.00

90,000,000

89,999,994

100.00%

16 Nateechai Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production

800,000,000.00

80,000,000

79,999,994

100.00%

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

Liquor Common Production

800,000,000.00

80,000,000

79,999,994

100.00%

18 Pomthip Co., Ltd. 2194 Charoen Krung Road,

Beer Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

19 Pomkit Co., Ltd. 48,50,52 Suranaree Road,

Beer Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

20 Pomchok Co., Ltd. Daw. 16/1, U Thong Road,

Beer Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

14 United Winery & Distillery Co., Ltd. Liquor 14 Soi Yasoob 1, Vibhavadi Rangsit Road, Production Khet Chatuchak, Bangkok 10900

Amphoe Banphot Phisai, Nakhon Sawan 60180

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Khwaeng Wat Phraya Krai, Khet Bang Kho Laem, Bangkok 10120 Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima 30000 Tambon Tha Wasukri, Amphoe Muang, Ayutthaya 13000

Remark


28

No.

Company/Location

Type of Business

Type of Share

Paid-Up Capital (Baht)

Shares Issued

No. of % of Shares Held Shareholding

21 Pomcharoen Co., Ltd. 135/3 Moo 4, Kanchanavithi Road,

Beer Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

22 Pomklung Co., Ltd. 80/13-14 Ekathosarot Road,

Beer Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

23 Pomburapa Co., Ltd. 51/42 Moo 3, Sukhumvit Road,

Beer Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

24 Num Yuk Co, Ltd. 95/390-391 Trok Nokkhet,

Liquor Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

25 Num Thurakij Co., Ltd. 51/40-41 Moo 3, Sukhumvit Road,

Liquor Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

26 Num Muang Co., Ltd. Daw. 16/2, U Thong Road,

Liquor Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

27 Num Nakorn Co., Ltd. 149/3 Chulachomklao Road,

Liquor Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

28 Num Palang Co., Ltd. 1/7-8 Phraya Surasi Road,

Liquor Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

29 Num Kijjakarn Co., Ltd. 1,3,5 Trok Wat Muang, Suranaree Road,

Liquor Common Distribution

10,000,000.00

1,000,000

999,994

100.00%

30 Thipchalothorn Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Beer and Common Liquor Distribution Agent

1,000,000.00

100,000

99,994

100.00%

Tambon Bang Kung, Amphoe Muang, Surat Thani 84000 Tambon Nai Muang, Amphoe Muang, Phitsanulok 65000 Tambon Ban Suan, Amphoe Muang, Chon Buri 20000

Rama III Road, Khwaeng Chong Nonsi, Khet Yannawa, Bangkok 10120 Tambon Ban Suan, Amphoe Muang, Chon Buri 20000 Tambon Tha Wasukri, Amphoe Muang, Ayutthaya 13000 Tambon Tha Kham, Amphoe Phun Phin, Surat Thani 84130 Tambon Nai Muang, Amphoe Muang, Phitsanulok 65000 Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima 30000

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Remark


29

No.

Company/Location

Type of Business

Type of Share

Paid-Up Capital (Baht)

Shares Issued

No. of % of Shares Held Shareholding

31 Krittayabun Co., Ltd. 14 Vibhavadi Rangsit Road,

Beer and Common Liquor Distribution Agent

5,000,000.00

500,000

499,994

100.00%

32 Surathip Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Distribution Agent

1,200,000.00

120,000

119,940

100.00%

33 Sunthornpirom Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Distribution Agent

5,000,000.00

500,000

499,994

100.00%

34 Piromsurang Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Distribution Agent

5,000,000.00

500,000

499,994

100.00%

35 Thai Beverage Marketing Co., Ltd. 40/53 Vibhavadi Rangsit Road,

Liquor Import Common & Export / Overseas Marketing

300,000,000.00

30,000,000

29,999,940

100.00%

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Talat Bangkhen, Khet Laksi, Bangkok 10210

36 Sahatipkarnkonsong Co., Ltd. 14 Vibhavadi Rangsit Road,

Logistics

Common

12,000,000.00

1,200,000

1,199,940

100.00%

37 Maharas Agri Co., Ltd. 14 Vibhavadi Rangsit Road,

Japanese Rice Planting

Common

2,000,000.00

200,000

199,940

100.00%

38 Thai Molasses Co., Ltd. 14 Vibhavadi Rangsit Road,

Molasses Common Distribution

40,000,000.00

40,000

39,887

99.72%

39 Thai Cooperage Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Oakwood Common Barrel Production

300,000,000.00

30,000,000

29,999,940

100.00%

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Remark

Name changed to “Thai Beverage Logistics Co., Ltd.” as of 30 Jan. 07


30

No.

Company/Location

Type of Business

Type of Share

Paid-Up Capital (Baht)

Shares Issued

No. of % of Shares Held Shareholding

40 Dhospaak Co., Ltd. 195 Empire Tower, 25th Floor,

Advertising Common

25,000,000.00

2,500,000

2,499,994

100.00%

41 Beer Thip Brewery (1991) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Beer, Drink Common & Soda Production

6,600,000,000.00

660,000,000

659,999,940

100.00%

42 Beer Thai (1991) PLC. 15 Moo 14, Vibhavadi Rangsit Road,

Beer, Drink Common & Soda Production

5,550,000,000.00

555,000,000

554,999,985

100.00%

Common

10,000,000.00

100,000

99,994

100.00%

44 Additive Food Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Animal Feed Common Distribution

1,000,000.00

10,000

9,994

100.00%

45 Pan International (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Equipment Common and Supply Distribution

1,000,000.00

10,000

9,994

100.00%

46 Charun Business 52 Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Brick Common Production

121,800,000.00

1,218,000

1,217,994

100.00%

47 Dhanasindhi Co., Ltd. 949/6-8 Nakhon Chaisi Road, Khet Dusit, Bangkok 10300

Construction Common

20,000,000.00

20,000

19,994

100.00%

48 Bang-na Logistics Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Bottle Common Distribution

123,000,000.00

1,230,000

1,229,994

100.00%

49 Sura Piset Samphan Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production & Distribution

100,000,000.00

1,000,000

-

-

Sathon Tai Road, Khwaeng Yannawa, Khet Sathon, Bangkok 10120 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

43 Bionic Humas Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Fertilizer Sale

Remark


31

No.

Company/Location

Type of Business

Type of Share

Paid-Up Capital (Baht)

Shares Issued

No. of % of Shares Held Shareholding

50 Sura Piset Sahasan Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production & Distribution

100,000,000.00

1,000,000

-

-

51 Sura Piset Pattharalanna Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Production & Distribution

100,000,000.00

1,000,000

-

-

52 Sura Piset Thipharat Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Liquor Common Production & Distribution

500,000,000.00

5,000,000

4,999,994

100.00%

53 Pan Alcohol Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Vinegar Common Production & Distribution

2,000,000.00

20,000

-

-

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

54 Muangkij Co., Ltd. 9 Dao Khanong-Chom Thong Road,

Oakwood Supply

Common

3,810,000.00

38,100

-

-

55 Thai Thum Distillery Co., Ltd. 14 Vibhavadi Rangsit Road,

Liquor Common Distribution

17,500,000.00

17,500

-

-

Common

9,000,000.00

90,000

-

-

57 Banglen Agriculture Co., Ltd. 31-35 Chalermkhet 1 Road,

Agricultural Common Planting

50,000,000.00

50,000

-

-

58 Vidhayathan Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Environmental Common Conservation Public Relations

5,000,000.00

50,000

-

-

59 Archa Beer Co., Ltd. 4236/55 Trok Nokkhet, Rama III Road,

Trademark Common Proprietor & Beer Concentrate Production

1,000,000.00

100,000

99,940

100.00%

Khwaeng Bang Kho, Khet Chom Thong, Bangkok 19500 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

56 Sint Ek Panich Co., Ltd. 31-35 Chalermkhet 1 Road,

Mining

Khwaeng Wat Thepsirin, Khet Pomprab, Bangkok 10100 Khwaeng Wat Thepsirin, Khet Pomprab, Bangkok 10100 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

Khwaeng Bang Khlo, Khet Bang Kho Laem, Bangkok 10120

Remark


32

No.

Company/Location

Type of Business

Type of Share

Paid-Up Capital (Baht)

No. of % of Shares Held Shareholding

Shares Issued

60 T.C.C. Cosmo Corporation Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Trademark Common Proprietor

5,000,000.00

50,000

49,940

100.00%

61 Cosmos Brewery (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Beer, Drink Common & Soda Production

1,666,666,500.00

166,666,650

166,666,590

100.00%

62 Beer Chang Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,

Trademark Common Proprietor & Beer Concentrate Production

1,000,000.00

10,000

9,940

100.00%

Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900

63 International Beverage Holdings Limited Room 901-2, Silvercord, Tower 1, 30 Canton Road, Tsim Sha Tsui,

Holding Company

Common HK$ 100,000,000.00

100,000,000

100,000,000

100.00%

64 InterBev (Singapore) Limited 3 Philip Street # 13-04 Commerce Point,

Trading of Common SGD 3,000,000.00 alcoholic beverages

3,000,000

3,000,000

100.00%

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

Trading of alcoholic beverages

Common

MYR 100,000.00

100,000

100,000

100.00%

66 InterBev (Cambodia) Co.,Ltd. 140 Nehru (Street # 215) Sankat Vealvong, Khan 7 Makara,

Trading of alcoholic beverages

Common

USD 100,000.00

N/A

N/A

100.00%

67 InterBev USA Inc. 405 Lexington Avenue, 25th Floor, Suite 2532, New York, USA

Trading of alcoholic beverages

Common

USD 1.00

10,000

1,000

100.00%

68 Best Spirits Company Limited Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui,

Trading of alcoholic beverages

Common HKD 15,300,000.00

15,300,000

15,300,000

100.00%

Remark

Kowloon, Hong Kong Singapore

Malaysia

Phnom Penh, Kingdom of Cambodia

Kowloon, Hong Kong

Name changed to “International Beverage Holdings Limited USA, Inc.� as of 7 Feb. 07


33

No.

Company/Location

Type of Business

Type of Share

Paid-Up Capital (Baht)

No. of % of Shares Held Shareholding

Shares Issued

69 Pacific Spirits (UK) Ltd.

Holding Common companies including head offices

£50,000.00

50,000

50,000

100.00%

70 Blairmhor Limited

Production Common and distribution of spirits

£9,406.70

940,670

940,670

100.00%

71 Inver House Distillers Limited Moffat Distillery, Airdrie ML6 8PL,

Production Common and distribution of spirits

£1,000,000.00

1,000,000

1,000,000

100.00%

72 Wee Beastie Limited

Trading of alcoholic beverages

Common

£1,000,000.00

1,000,000

1,000,000

100.00%

73 Blairmhor Distillers Limited

Spirits Distillery

Common

£200.00

2,000

2,000

100.00%

74 Moffat & Towers Limited

Dormant

Common

£1.00

1

1

100.00%

75 Glen Calder Blenders Limited Moffat Distillery, Airdrie, ML6 8PL,

Dormant

Common

£100.00

100

100

100.00%

76 Hankey Bannister & Company Limited Moffat Distillery, Airdrie, ML6 8PL,

Dormant

Common

£100.00

100

100

100.00%

77 R. Carmichael & Sons Limited Moffat Distillery, Airdrie, ML6 8PL,

Dormant

Common

£30,000.00

30,000

30,000

100.00%

78 J MacArthur Jr & Company Limited Moffat Distillery, Airdrie, ML6 8PL,

Dormant

Common

£100.00

100

100

100.00%

79 Mason & Summers Limited 10 Foster Lane, London, EC2V 6HH,

Dormant

Common

£10,030.00

10,030

10,030

100.00%

Moffat Distillery, Airdrie, ML6 8PL, Scotland Moffat Distillery, Airdrie ML6 8PL, Scotland

Scotland

Moffat Distillery, Airdrie, ML6 8PL, Scotland Moffat Distillery, Airdrie, ML6 8PL, Scotland

Moffat Distillery, Airdrie ML6 8PL, Scotland Scotland Scotland Scotland Scotland England

Remark


34

No. of % of Shares Held Shareholding

Type of Share

80 James Catto & Company Limited Moffat Distillery, Airdrie ML6 8PL,

Dormant

Common

£50,000.00

50,000

50,000

100.00%

81 The Knockdhu Distillery Company Limited Moffat Distillery, Airdrie ML6 8PL,

Dormant

Common

£100.00

100

100

100.00%

82 Speyburn-Glenlivet Distillery

Dormant

Common

£100.00

100

100

100.00%

83 The Pulteney Distillery Company Limited Moffat Distillery, Airdrie ML6 8PL,

Dormant

Common

£2.00

2

2

100.00%

84 The Balblair Distillery Company Limited Moffat Distillery, Airdrie ML6 8PL,

Dormant

Common

£2.00

2

2

100.00%

Off licences Common

£245,000.00

245,000

245,000

49.00%

Company/Location

Paid-Up Capital (Baht)

Shares Issued

Type of Business

No.

Scotland Scotland

Company Limited Moffat Distillery, Airdrie ML6 8PL, Scotland Scotland Scotland

85 Liquorland Limited 8 Westbank Road, Belfast, BT3 9JL,

Northern Ireland

86 Inver House Distribution SA Avenue des Tilleuls, 62140 Marconne,

Dormant

Common

£24,450.00

2,500

1,248

50.00%

87 Inver House Polska Limited ul. Obodrzyców 34 A/1, 81-812 Sopot,

Dormant

Common

700,000.00 zl

N/A

N/A

40.00%

France Poland

Remark


35

List of direct and deemed interests of each director As at January 21, 2007 No.

Name of Shareholders

Direct Interest

1 Mr. Charoen Sirivadhanabhakdi

Number of Percentage of shares shareholding

Thai Beverage Public Company Limited 3,156,500,000 Good Show Holdings Limited Risen Mark Enterprise Ltd. Siriwana Co., Ltd. 199,999,997 Golden Capital (Singapore) Limited MM Group Limited 25,000 2 Khunying Wanna Sirivadhanabhakdi Thai Beverage Public Company Limited 3,156,500,000 Good Show Holdings Limited Risen Mark Enterprise Ltd. Siriwana Co., Ltd. 199,999,997 Golden Capital (Singapore) Limited MM Group Limited 25,000 3 Mr. Narong Srisa-an Thai Beverage Public Company Limited 1 4 Mr. Komen Tantiwiwatthanaphan Thai Beverage Public Company Limited 34,068,668 5 Mr. Paisal Chevasiri* Thai Beverage Public Company Limited 200,340,500 6 Mr. Puchchong Chandhanakij Thai Beverage Public Company Limited 1 7 Mr. Staporn Kavitanon 8 Prof. Kanung Luchai 9 Mr. Manu Leopairote 10 Mr. Ng Tat Pun 11 Mr. Michael Lau Hwai Keong 12 Gen. Dr. Choo-Chat Khumbhu Na Ayudhya 13 Prof. Pornchai Matangkasombut 14 Mr. Sakthip Krairiksh 15 Mr. Vivat Tejapaibul Thai Beverage Public Company Limited 291,541,500 16 Mr. Samut Hatthasing Thai Beverage Public Company Limited 1 17 Ms. Kanoknart Rangsithienchai Thai Beverage Public Company Limited 1 18 Mr. Thapana Sirivadhanabhakdi Thai Beverage Public Company Limited 107,000,000 19 Mr. Sithichai Chaikriangkrai Thai Beverage Public Company Limited 1 20 Mr. Ueychai Tantha-Obhas 21 Dr. Pisanu Vichiensanth 22 Mr. Chukiet Tangpongprush Thai Beverage Public Company Limited 1 *Mr. Paisal Chevasiri resigned from the Board effective from February 26, 2007

12.57

Deemed Interest

Number of Percentage of shares shareholding

- MM Group Limited 5,000 - MM Group Limited 50,000 50.00 - MM Group Limited 10,000,000 50.00 12.57 - MM Group Limited 5,000 - MM Group Limited 50,000 50.00 - MM Group Limited 10,000,000 50.00 0.00 0.14 0.80 0.00 1.16 0.00 0.00 0.43 0.00 0.00 -

-

100.00 100.00

-

100.00

-

100.00 100.00

-

100.00

-


36

Top Twenty Shareholders As at March 6, 2007 No. Name of shareholders 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

No. of shares

The Central Depository (PTE) Limited Good Show Holdings Limited Mr. Charoen Sirivadhanabhakdi Khunying Wanna Sirivadhanabhakdi Risen Mark Enterprise Ltd. Siriwana Co., Ltd. Mr. Suchin Worawongwasu Mrs. Siriluck Maithai Mr. Vivat Tejapaibul Ms. Somrhudee Sirawongprasert Mr. Paisal Chevasiri Golden Capital (Singapore) Limited Mrs. Wantanee Chevasiri Mrs. Wongchanok Chevasiri Mrs. Wallapa Trisorat Ms. Atinant Sirivadhanabhakdi Mr. Panote Sirivadhanabhakdi Ms. Thapanee Sirivadhanabhakdi Mr. Thapana Sirivadhanabhakdi Mr. Suthep Opaspanich Total

Percentage of shares

6,295,659,920 3,492,720,000 3,156,500,000 3,156,500,000 2,359,815,000 2,197,200,000 900,000,000 338,519,080 291,541,500 167,061,000 150,000,000 116,480,000 110,236,750 110,236,750 107,000,000 107,000,000 107,000,000 107,000,000 107,000,000 80,000,000 23,457,470,000

25.07 13.91 12.57 12.57 9.4 8.75 3.58 1.35 1.16 0.67 0.6 0.46 0.44 0.44 0.43 0.43 0.43 0.43 0.43 0.32 93.42

%

No. of Shares

%

0.07 71.75 27.96 0.22 100.00

1,277 42,940,796 213,374,000 6,039,343,847 6,295,659,920

0.00 0.68 3.39 95.93 100.00

THAI BEVERAGE PUBLIC COMPANY LIMITED STATISTICS OF SHAREHOLDINGS AS AT 6 MARCH 2007 DISTRIBUTION OF SHAREHOLDINGS Size of Holdings 1 - 999 1,000 - 10,000 10,001 - 1,000,000 1,000,001 and above

TOTAL

No. of Shareholders 10 9,688 3,776 30 13,504


37

TWENTY LARGEST SHAREHOLDERS No. Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

DBSN Services Pte Ltd DBS Nominees Pte Ltd Risen Mark Enterprise Limited Citibank Nominees Singapore Pte Ltd UOB Kay Hian Pte Ltd HSBC (Singapore) Nominees Pte Ltd Morgan Stanley Asia (S’pore) Securities Pte Ltd United Overseas Bank Nominees Pte Ltd Raffles Nominees Pte Ltd Golden Capital (Singapore) Limited Merrill Lynch (Singapore) Pte Ltd OCBC Securities Private Ltd CLSA Singapore Pte Ltd DB Nominees (S) Pte Ltd DBS Vickers Securities (S) Pte Ltd ING Nominees (S’pore) Pte Ltd Royal Bank of Canada (Asia) Ltd Yala Pte Ltd Lee Seng Hong or Shee Liang Yee Theresa United Caoutchouc Trading Co Pte Ltd TOTAL

No. of Shares

%

1,221,685,943 1,078,172,068 833,335,000 782,419,100 536,483,000 475,032,046 424,868,000 377,803,098 128,381,950 75,000,000 28,510,000 18,632,000 16,583,000 13,352,000 4,258,000 3,942,000 2,000,000 1,954,642 1,620,000 1,600,000 6,025,631,847

19.41 17.13 13.24 12.43 8.52 7.55 6.75 6.00 2.04 1.19 0.45 0.30 0.26 0.21 0.07 0.06 0.03 0.03 0.03 0.03 95.73


38

Statistics of Shareholders As at March 6, 2007 Information on share capital Issued and fully paid-up capital Class of shares Number of shares in issue Voting rights

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

Analysis of Shareholders by size of Shareholdings Size of No. of shareholdings shareholders 1 - 999 1,000 - 10,000 1,001 - 1,000,000 1,000,0001 and above

Total

8

n/a 23 86 117

Percentage of shareholding

No. of shares

Percentage of shares

6.84%

8

0.00%

n/a 19.66% 73.50% 100.00%

n/a

6,491,469 25,103,533,523 25,110,025,000

n/a 0.03% 99.97% 100.00%

Particular of material contracts with related parties for the year 2006 consist of 1. Loan agreement between Great Oriole Ltd. who is lender and Pacific Spirits UK Ltd. who is borrower. Lender and borrower have same common principal shareholder. Loan equivalent amounting to Baht 4,615.23 million as at 31 December 2006 with average effective interest rate at 2.8% per annum and no security provided. Loan term is at call. The majority of principle and interest were paid on 5 February 2007 and the remaining balance will be paid within 30 April 2007. 2. Sell and Purchase Bottle Agreement between Berli Jucker PLC.(a related company) who is seller and Bang-na Logistic

Co., Ltd. (a wholly owned subsidiary of Thai Beverage PLC.) who is purchaser. The sell and purchase amounts of bottle for the year 2006 was Baht 1,971.16 million.


39

Net book value of the company freehold land and building as at 31 December 2006 are as follows. Land Surplus on land revaluation Land improvement Building and improvements Total

(Million Baht) 8,364.83 6,586.76 677.30 10,733.93 26,362.82

Most of Land revaluation per above are carried out during 2003 and 2004 by independent professional valuers on an open market basis. The company leases various premises, primarily for the branch offices and warehouses. All of these leases are operating leases and not financial leases. As at 31 December 2006, the amount of freehold land held for planned future business operations amounted to Baht 1,625.97 million which is 11.3% of profit before income tax.


Board of Directors 40

Annual Report 2006 - Thai Beverage Public Company Limited

Khunying Wanna Sirivadhanabhakdi Vice Chairman

Mr. Manu Leopairote Independent Director and Audit Committee Member

Mr. Michael Mr. Ng Gen. Dr. Choo-Chat Mr. Sakthip Prof. Pornchai Lau Hwai Keong Tat Pun Kambhu Na Ayudhya Krairiksh Matangkasombut Independent Director Independent Director Independent Director Independent Director Independent Director and Audit Committee Member

Mr. Narong Srisa-an Vice Chairman

Mr. Komen Mr. Staporn Tantiwiwatthanaphan Kavitanon Vice Chairman Independent Director and Audit Committee Chairman

Prof. Kanung Luchai Independent Director and Audit Committee Member

Mr. Charoen Sirivadhanabhakdi Chairman


41

Mr. Vivat Tejapaibul Director

Mr. Puchchong Chandhanakij Director

Mr. Samut Hatthasing Director

Ms. Kanoknart Rangsithienchai Director

Mr. Thapana Sirivadhanabhakdi Director

Mr. Sithichai Chaikriangkrai Director

Dr. Pisanu Vichiensanth Director

Mr. Ueychai Tantha-Obhas Director

Mr. Chukiet Tangpongprush Director

Mr. Panote Sirivadhanabhakdi Director

Mrs. Vaewmanee Soponpinij Company Secretary / Secretary to the Board Mr. Thidi Suwanarat Assistant Secretary


Executive Board of Directors 42

Annual Report 2006 - Thai Beverage Public Company Limited

1

2

3

4

5

6

7

8

9

10

11

12


43

1. Mr. Charoen Sirivadhanabhakdi

Executive Chairman

2. Khunying Wanna Sirivadhanabhakdi

4. Mr. Komen Tantiwiwatthanaphan

5. Mr. Puchchong Chandhanakij

7. Ms. Kanoknart Rangsithienchai

First Executive Vice Chairman 3. Mr. Narong Srisa-an Second Executive Vice Chairman

Fourth Executive Vice Chairman* 6. Mr. Samut Hatthasing President

9. Mr. Sithichai Chaikriangkrai

Director and Senior Vice President 10. Dr. Pisanu Vichiensanth Director and Senior Vice President

Third Executive Vice Chairman

Director and Executive Vice President 8. Mr. Thapana Sirivadhanabhakdi Director and Executive Vice President

11. Mr. Ueychai Tantha-Obhas

Director and Senior Vice President 12. Mr. Chukiet Tangpongprush Director and Senior Vice President Mrs. Vaewmanee Soponpinij Company Secretary / Secretary to the Board Mr. Thidi Suwanarat Assistant Secretary * Effective from March 1, 2007


Background of Directors & Key Management 44

Annual Report 2006 - Thai Beverage Public Company Limited

Mr. Charoen Sirivadhanabhakdi Chairman / Executive Chairman Mr. Charoen Sirivadhanabhakdi was appointed Chairman of the Board of Directors of Thai Beverage PLC. (ThaiBev) in 2003. He has been the Chairman of Beer Thai (1991) PLC. and the Red Bull Distillery Group of Companies since 2004; the Chairman of T.C.C. Capital Land Company Limited since 2003 and the Chairman of Berli Jucker Plc. since 2001. In addition, he has been the Chairman of the Executive Board of T.C.C. Company Limited since 1972. Mr. Charoen holds an Honorary Doctoral Degree in Agricultural Business Administration from Maejo University and an Honorary Doctoral Degree in Industrial Technology from Chandrakasem Rajabhat University. Mr. Charoen has received various honors and royal decorations, such as the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant, the Knight Grand Cordon (First Class) of the Most Noble Order of the Crown of Thailand, the Knight Commander (Second Class Lower Grade) of the Most Illustrious Order of Chula Chom Klao and the Knight Grand Cross (First Class) of the Most Admirable Order of the Direkgunabhorn. Khunying Wanna Sirivadhanabhakdi Vice Chairman / 1st Executive Vice Chairman Khunying Wanna Sirivadhanabhakdi was appointed Vice Chairperson of the Board of Directors in 2003. She has been the Chairperson of Beer Thip Brewery (1991) Company Limited and the Sangsom Group of companies since 2004. She has also been the Vice Chairperson of T.C.C. Capital Land Company Limited since 2003, a Vice Chairperson of Berli Jucker Plc. since 2001 and the Vice Chairperson of the Executive Board of T.C.C. Company Limited since 1972. Khunying Wanna holds an Honorary Doctoral Degree in Bio-technology from Ramkhamhaeng University, an Honorary Doctoral Degree in Agricultural Business Administration from Maejo University and an Honorary Degree in Business Administration from Chiang Mai University. She is also the Vice Chairperson of the Sirivadhanabhakdi Foundation, a Director of the Siriraj Foundation and a Director of Ramathibodi Foundation. Khunying Wanna has received numerous honors and royal Thai decorations, such as the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant (Ladies), the Knight Grand Cordon (First Class) of the Most Noble Order of the Crown of Thailand (Ladies), the Companion (Third Class, Lower Grade) of the Most Illustrious Order of Chula Chom Klao and the Knight Grand Cross (First Class) of the Most Admirable Order of the Direkgunabhorn. Mr. Narong Srisa-an Vice Chairman / 2nd Executive Vice Chairman Mr. Narong Sri Sa-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 Plc. from 1954 to 1998 as its Executive Vice Chairman. He also holds directorships in several public companies in Thailand, including Vice-Chairman of Berli Jucker Plc, Chairman of Advance Agro Plc., Chairman of Siam Food Product Plc. and Independent Director of True Corporation Plc. He holds an Honorary Master of Economics from Thammasat University.


45

Mr. Komen Tantiwiwatthanaphan Vice Chairman / 3rd Executive Vice Chairman Mr. Komen Tantiwiwatthanaphan was appointed Vice Chairman of the Board of Directors and Vice President 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 Plc. from 1986 to 1999. He holds a High School Certificate. Mr. Puchchong Chandhanakij Director / 4th Executive Vice Chairman* Mr. Puchchong Chandhanakij was appointed a Director and Executive Vice Chairman in 2003. Before joining ThaiBev, he had been 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; the Director of Administration of Robina Credit Ltd. from 1980 to 1982; and Vice President of Asia Credit Ltd., from 1975 to 1979. He holds a Bachelor of Business Administration and a Master of Science in Accounting from California State University, Long Beach. Mr. Staporn Kavitanon Independent Director and Audit Committee Chairman Mr. Staporn Kavitanon was appointed a Director in 2004. He has extensive experience in the management of companies with directorship and membership of Committees at various companies, such as Bangkok Bank Berhad, Amata Corporation Plc., Kanyong Electric Plc. and Berli Jucker Plc. From 1994 to 1999, he was the Vice Chairman of Bangkok Bank Plc. He holds a Bachelor of Arts in Economics from Thammasat University and a Master of Arts in Economics from Vanderbilt University. Prof. Kanung Luchai Independent Director and Audit Committee Member Prof. Kanung Luchai was appointed an Independent Director in 2005. He has wide-ranging experience in the public sector and legal business, having worked as Junior and Senior Public Prosecutor in the Department of Public Prosecution from 1946 to 1971; Director-General of the Policy and Planning Department of the Ministry of Interior from 1971 to 1973. He served as the Deputy Under-Secretary of State for the Ministry of Interior from 1973 to 1974 and as the Deputy Minister of Interior from 1974 to 1975. He practised 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 Director of Thailand Iron Works Plc. and Bangkok Bank Plc. In 2001, he received the Prof. Sanya Thammasak Award for being an Outstanding Lawyer from the Private Sector. He holds a Bachelor of Law from Thammasat University, and a Bachelor of Arts and Bachelor of Law from the University of Cambridge. He is also a member of the Thai Bar Association. * Effective from March 1, 2007


46

Mr. Manu Leopairote Independent Director and Audit Committee Member Mr. Manu Leopairote was appointed an Independent Director in 2004. He has extensive experience in the public sector, having served as a Director, Secretary General, Inspector 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 the Petroleum Authority of Thailand from 1999 to 2004. From 1994 to 2004, he was the Chairman of Technonet Asia, 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 2002 to 2004 and is the President of the Thammasat University Economics Association. He holds a Bachelor of Economics (Honors) from Thammasat University and a Master of Science in Economics from the University of Kentucky. He won the Asian Productivity Organization Award in 2005. Mr. Ng Tat Pun Independent Director and Audit Committee Member Mr. Ng Tat Pun was appointed as an Independent Director in 2006. He has extensive experience in the banking and finance industry. He is a Senior Advisor to UBS AG, Singapore, and before his appointment in 2005, was a Managing Director of UBS AG, Singapore, from 2003 to 2005. He started his banking career at Citibank NA, Singapore, in 1971 and was a Vice President when he left in 1982. Since then, he has served in various senior positions with local and foreign financial institutions. From 1988 to 1997, he was the Executive Vice President of OCBC Bank, 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. From 1999 to 2002, he was a Managing Director at JP Morgan Chase. He is also an Independent Director of Engro Corporation Limited and SP Chemicals Ltd. He holds a Bachelor of Arts (Economics and History) from the University of Singapore. Mr. Michael Lau Hwai Keong Independent Director 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., a business and risk management consultancy company. From June 2000 to September 2004, he served as the Executive Vice President of United Overseas Bank Ltd., where he was responsible for the administration and governance of the bank’s international operations. He was an Advisor to Asia Pulp and Paper Ltd. from February 1999 to May 2000. He has held various positions at the Monetary Authority of Singapore (MAS) from February 1985 to July 1989, and from April 1991 to August 1997. His last position at the MAS was Senior Deputy Director (Development and Domestic Institutions). From August 1989 to March 1991, he was a Senior Manager (Institutional Sales) at J M Sassoon & Company, a stock broking company. He was also the Executive Vice President of the Central Depository (Pte.) Limited (CDP) from November 1997 to February 1999. He holds a Bachelor of Business Administration (First Class Honors) from the National University of Singapore and the Chartered Financial Analyst (CFA) charter.


47

Gen. Dr. Choo-Chat Khumbhu Na Ayudhya Independent Director Gen. Dr. Choo-Chat Khumbhu Na Ayudhya was appointed Independent Director in 2006. He served the Royal Thai Army from 1973 to 1987 as General Surgeon of the Medical Department. From 1987 to 1991, he was Chairman of the Department of Anatomy of the Phra Mongkut College of Medicine. From 1994 to 2004, he held various positions in the Royal Thai Army, including the Director-General of the Armed Forces Research Institute of Medical Service; an Assistant Surgeon-General; Deputy Surgeon-General; Surgeon-General; and General Special Army Expert and Consultant. He is a senior surgeon and physician at the Medical Bureau to the Royal Court of Thailand. He received his Diploma in Medicine from Westf. Wilhelms Universitat zu Munster, and Doctorate in Medicine from the Georg-August Universitat zu Goettingen. He also has a Diploma from the National Defense College of Thailand and a Certificate of Proficiency in General Surgery from the Royal College of Surgeons of Thailand. He is a permanent member of the Royal College of Surgeons of Thailand 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 and Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant. Prof. Pornchai Matangkasombut Independent Director Prof. Pornchai Matangkasombut was appointed as an Independent Director in 2006. He is the President of the Mahidol University and, before his appointment in 1999, was a professor 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 and a Visiting Professor at Osaka University and the University of Saigon. He holds a Bachelor of Arts degree and M.D. and Ph.D. from the University of Wisconsin.


48

Mr. Sakthip Krairiksh Independent Director Mr. 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; Spokesman; and Ambassador to the Kingdom of Cambodia, Japan and the United States. He was an Advisor to the Prime Minister in 2004 and currently is Permanent Secretary, Ministry of Tourism and Sports. He holds a Bachelor of Political Science from Boston University and has attended the National Defense College. 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. Mr. Vivat Tejapaibul Director Mr. Vivat Tejapaibul was appointed a Director in 2003. He has over 18 years’ experience in the banking industry, having served in Bangkok Metropolitan Bank Plc. in various positions from 1979 to 1998, including Secretary to the Managing Director, Deputy Director of the Trading Department, Director of Branch Administrative and Vice President. He holds a Bachelor of Law from Thammasat University and a Master’s degree from Fairleigh Dickinson University, USA. Mr. Panote Sirivadhanabhakdi Director Mr. Panot Sirivadhanabhakdi was appointed Director in February 2007. He has been Director of Beer thai (1991) Public Company Limited since 2000 and Director of Beer Thip Brewery (1991) Co., Ltd since 2004 and Director of Sura Bangyikhan Group. He holds a Bachelor of Science in Manufacturing Engineering from Boston University and a Master of Science in Analysis, Design and Management of information System from the London school of Economics and Political Science.


49

Mr. Samut Hatthasing President Mr. Samut Hatthasing has been the Director and President of Thai Beverage PLC. since February 2004. He joined the Group in 1986 and has held various marketing positions. He was also a Trading Manager of Suramaharas Plc. from 1986 to 1999. He was a Director and Executive Vice President of the Sura Bangyikhan Group of companies from 2000 to 2003. In 1980, he was formerly a Provincial Manager of the Surathip Group of companies and later Marketing Manager of Surathip Co., Ltd. from 1981 to 1985. He was a Senior Manager of PTI Co., Ltd., in 1979 and a Supervisor in the Agricultural Credit Division of Thai Military Bank from 1977 to 1978. From 1967 to 1976, he served as an Assistant Branch Manager of the Bank of Agriculture and Agricultural Cooperatives. He holds a Bachelor of Economics from Thammasat University and has completed the Director Accreditation Program with the Thai Institute of Directors. Ms. Kanoknart Rangsithienchai Director and Executive Vice President Ms. Kanoknart Rangsithienchai was appointed as a Director and Executive Vice President in 2003. She has extensive experience in finance and accounting. Before joining the Company, she had been the Executive Vice President of the Sangsom Group of companies from 2000 to 2003, and the Vice President of the Office of Controller, Surathip Group of companies from 1983 to 1999. From 1975 to 1982, she served as the Accounting Manager of the T.C.C. Group of companies and as an accountant at J&JHO Co., Ltd., from 1970 to 1975. She holds a Bachelor of Accounting from Thammasat University and has completed the Director Accreditation Program with the Thai Institute of Directors. Mr. Thapana Sirivadhanabhakdi Director and Executive Vice President Mr. Thapana Sirivadhanabhakdi was appointed a Director in 2003. He has been Vice Chairman of Red Bull Distillery (1998) Co., Ltd., since 2004, and Vice Chairman of Oishi Group Plc. since 2005. A member of the Executive Board of Berli Jucker Plc. since 2001, he holds a Bachelor of Business Administration in Finance and a Master of Science Administration in Finance Economics from Boston University, USA.


50

Mr. Sithichai Chaikriangkrai Director and Senior Vice President Mr. Sithichai Chaikriangkrai was appointed a Director and Senior Vice President in 2003. He joined the T.C.C. Group in year 1990 and has also been the Chairman of Group Financial Center since 2003. He has over 23 years’ experience in financial positions, including the Finance and Accounting Manager of Asia Voyages & Pansea Hotel Co., Ltd., 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. 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 with the Thai Institute of Directors. He also has a mini M.B.A. in Leadership Management from Kasetsart University. Mr. Ueychai Tantha-Obhas Director and Senior Vice President Mr. Ueychai Tantha-obhas has been a Director since September 2005. Before joining ThaiBev, 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; the Managing Director of Riche Monde (Thailand) Ltd., from July 1983 to December 1987; and the Group Product Manager of Colgate Palmolive Co., Ltd., from September 1979 to June 1983. From May 1973 to August 1979, he held various sales and marketing positions in Karnasuta General Assembly Co., Ltd. He holds a Bachelor of Science in Accounting from St. Louis University, a Master of Business Administration from Thammasat University and is certified to have completed the Advanced Management Program from INSEAD, France. Dr. Pisanu Vichiensanth Director and Senior Vice President Dr. Pisanu Vichiensanth has been a Director and Senior Vice President since February 2004. He has held several positions in ThaiBev, including Executive Vice President from 2000 to 2003 and Senior Vice Executive President from 2003 to 2004, at subsidiary Beer Thai (1991) PLC. He is the President of Beer Thai (1991) PLC. Before joining ThaiBev, he had been the Vice President of Engineering and Development (1997-2000) and Assistant Plant Executive (1994-1996) of Carlsberg Brewery (Thailand) Co., Ltd. He was a consultant at Pan Engineering Consultant Co., Ltd., from 1992 to 1994. From 1977 to 1993, he held several teaching positions, including Head of Food Science and Technology at Thammasat University and Head of Food Technology at Khon Kaen University from 1992 to 1993, and from 1989 to 1992, respectively. He lectured in food technology at Khon Kaen University from 1977 to 1990. He holds a Ph.D. in Engineering from Technical University, Berlin; a Master of Technology (Second Class Honors) in Biotechnology from Massey University; and a Bachelor of Science (Food Science) from Kasetsart University.


51

Mr. Chukiet Tangpongprush Director and Senior Vice President Mr. Chukiet Tangpongprush was appointed as a Director and Senior Vice President of ThaiBev in 2003. Before joining, he ran his own law firm from 1963 to 1983. From 1983 to 1986, he served first as Legal Manager and later as Executive Director of Surathip Sansukko Co., Ltd. From 1987 to 1999, he served first as Executive Director and later as the head of the General Affairs Department of Suramaharas Plc. He joined Surabangyikhan Co., Ltd., in 2000 as the head of the Human Administration and General Affairs. He holds a Bachelor of Law from Thammasat University and the Thai Barrister at Law from the Institute of Legal Education Barrister at Law, and has completed the Director Accreditation Program with the Thai Institute of Directors. He is also a member of the Thai Bar and of the Lawyers Council of Thailand. Mr. Sawat Sopa Executive Vice President Mr. Sawat Sopa was appointed Executive Vice President in 2004, responsible for liquor production and technique. He was the Managing Director of Beer Thai (1991) PLC. and Executive Vice Chairman of Red Bull Distillery (1988) Co., Ltd., from 1992 to 1995, and from 1995 to 2004, respectively. From 1980 to 1992, he served as an Executive Director of the 43 Group of companies and Assistant Chief Executive Director, responsible for liquor and alcohol production. From 1964 to 1975, he served first as an engineer and later as the Chief Engineer of Siam Chem Co., Ltd. From 1963 to 1964, he served as an engineer in Bangchak Oil Refinery. Mr. Sawat sits on the Boards of Directors of various organizations including the Thab Neelaniti Foundation, Chulalongkorn University Association and the Petroleum & Petrochemical College, Chulalongkorn University. He has also been appointed as Special Commissioner of the Secretariat of the House of Representatives to consider draft bills on workmen’s protection, the securities and stock market and excise tax; a specialist to the Committee of the House Standing Committee on Natural Resources and Environment; and a member of the Financial Committee and Subcommittee of the Ethanol Investment Project under the Royal Ethanol Project Bureau, Ministry of Science, Technology and Environment. He holds a Bachelor degree of Science in Chemical Engineering and has completed the Director Accreditation Program with the Thai Institute of Directors. He is a Member (Fifth Class) of the Most Exalted Order of the White Elephant and a Companion (Fourth Class) of the Most Noble Order of the Crown of Thailand. Mr. Saikeaw Vongpisethkul Senior Vice President Mr. Saikeaw Vongpisethkul was appointed Senior Vice President in 2006. He has over 39 years’ experience in management as Vice President of Thai Pure Drink Co., Ltd., from 1967 to 2006. He was also an Advisor of the Association for Overseas Technical Scholarships from 1991 to 1993. He has served the Federation of Thai Industries as Logistics Committee Member and Environmental Committee Member since 1981. He holds a Bachelor of Engineering (Honors) from Chulalongkorn University.


Organization Structure 52

Annual Report 2006 - Thai Beverage Public Company Limited

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Responsibility and authorization of each Office Name List

Responsibilities

Office of Chairman of the Executive Board

Manages and screens items to be proposed to the Chairman of the Executive Board and manages general tasks for the Chairman of the Executive Board.

Office of Internal Audit

Assists the Board in promoting good corporate governance; reports to the Audit Committee significant issues of risk management, internal controls and governance; provides advisory services and the resolution of issues concerning internal controls; and promotes risk management to all units’ operations.

Office of Technical Service & Environment

Formulates liquor production processes and controls liquor production at 17 distilleries to meet the requirements of each type as well as the standards of the Thai Industrial Standards Institute. This includes formulation of environmental management systems and controlling water treatment systems.

Office of Engineer

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 concentrate production to meet specifications and demand.

Office of Liquor Production

Manages and oversees operations of the three liquor groups in compliance with the goals and policies of Thai Beverage PLC., including the promotion of the development of production and personnel skills for the sustainable benefit of the Company.


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Name List

Responsibilities

Office of General Affairs

Oversees administrative works for both the Company and its affiliates, such as cleaning services and maintenance of office buildings, supply of office equipment and stationery, security systems and insurance for the assets. Ensures that the work complies with Company policies and regulations to efficiently support the major business and activities of the Group.

Office of Corporate Planning & Business Development

Sets the annual budget framework for the Group; monitors and analyzes operating results as a whole to ensure compliance with the Group’s goals; Supports all units’ operations to achieve their goals; Plans and develops business procedures to improve overall management effectiveness; Investigates and researches market trends and business developments, including reporting the effects of domestic and international business changes on the core business.

Office of Marketing

Creates marketing, sales, advertising, public relations, product development and merchandise distribution plans in support of Group activities. Manages budgets, arranges and controls the total product distribution in compliance with goals. Analyzes and formulates marketing strategies in line with market competition.


56

Name List

Responsibilities

Office of External Affairs

Oversees external affairs. Directly and indirectly creates positive relationships with business partners, leading to commercial opportunities and supporting negotiations and business connections over the short and long terms.

Office of Corporate Communications

Supervises and is responsible for corporate communications, public relations, internal and external communications and electronic communications in compliance with Company policies, rules and regulations, to efficiently support its business and activities.

Office of Beer Production

Manages and oversees the production of the three beer companies in compliance with the goals and policies of Thai Beverage PLC., including the promotion of the development of production and personnel skills for the sustainable benefit of the Group.

Office of Controller

Supervises and oversees support for accounting practices and budgetary matters to ensure technical and legal compliance of operations, 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.


57

Name List

Responsibilities

Office of Information Technology

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.

Office of Human Resources

Institutes international-standard human resources procedures that are capable of coordinating between the headquarters and regional offices-taking into account the value of human resources, commitment to ethics, and compliance with laws.

Office of Corporate Secretariat

Arranges all Board meetings of the Company, its affiliates and subsidiaries, and controls disclosure of material information to ensure compliance with laws, regulations and Listing Manual, as well as Company policy. Provides suitable advice to all directors and key executives. Administers corporate information and analyzes laws relating to Company business.

Office of Legal Affairs

Office of Research & Development

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. Monitors and analyzes environmental changes in the Thai market, relating to economic, social, regulatory and consumer behavioral changes to enable the Company to adjust product image or launch new brands to suit such changes and meet the Company’s goals.


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Operating and Financial Review 60

Annual Report 2006 - Thai Beverage Public Company Limited

Contents 1 Overview 2 Vision & Mission 3 Business in Thailand 4 Overseas Business 5 Management Discussion and Analysis 6 Shareholder Returns 7 Risk Factors Overview Thai Beverage Public Company Limited (“ThaiBev”) was incorporated in October 2003 in an effort to consolidate Thailand’s leading beer and spirits businesses owned by our Principal Shareholders and their business associates under a single holding company. The Company was subsequently listed on the Singapore Exchange (“SGX”) on May 30, 2006. Our Initial Public Offering was a great success and was awarded “Thailand Capital Market Deals 2006” by IFR Asia in February 2007. ThaiBev is majority owned by our Principal Shareholders, Mr. Charoen Sirivadhanabhakdi and family, which owns approximately 63% of ThaiBev’s paid-up share capital. The rest of the shares are held by private groups of shareholders and is in public hands. We are the leading producer and distributor of beer and spirits in Thailand by sales and production volume and one of the largest brewers and distillers in Southeast Asia. We currently generate substantially all of our revenue from sales of our products in Thailand. In addition to Thailand, it is also our vision to expand internationally. In 2006, our wholly-owned subsidiary in Hong Kong, International Beverage Holdings Limited (“IBHL”), acquired Inver House Distillers Limited, a UK-based company which owns five Scotch whisky distilleries in Scotland. IBHL is also taking the lead in our regional expansion by setting up distribution companies outside Thailand. Today, ThaiBev is Thailand’s largest private company listed on the SGX with market capitalization of S$6.8 billion (US$4.4 billion) as at 29 December 2006, and offers investors a unique opportunity to invest in Thailand consumer business with significant growth potential regionally.


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Corporate Vision “To be the leader in beer and spirits businesses in Thailand and expand internationally with a focus on Asian markets � Mission Deliver highest quality products to our consumers We will provide products of superior quality and value that satisfy and exceed our consumers’ expectation. Maintain our market dominance and expand into new growth areas We will maintain our market leadership, which has given us solid business fundamentals over the years. Simultaneously, we will leverage our expertise, passion, and competitive strength to expand into new growth areas and deliver superior returns to our shareholders. Capitalize on innovations to reduce waste and increase efficiency We will continue to invest in new technology and infrastructure to further improve the production and distribution of our products and reduce costs. Utmost care for society and environment We believe in sustainable growth as a good corporate citizen, and will devote a significant amount of our time and effort into corporate social responsibility initiatives to ensure the highest level of environmental and safety standards in the communities in which we operate. Provide excellent career opportunities and security for our employees Our people are the key drivers of our success. We will invest in our human capital through training and succession planning for all employees. Business in Thailand Despite an increasingly competitive market, we continue to be the leading producer of beer and spirits in Thailand. In line with our strategy to maintain our market leadership position in the beer and spirits markets, we invest a significant amount of our time and energy to further strengthen our brands and enhance product loyalty with end consumers.


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As a good corporate citizen, we achieve these positive results while remaining in full-compliance with the Government’s responsible-drinking initiatives and regulations at all times. Beer Business 2006 was an exciting year for our beer business. In particular, we saw a successful recovery in our beer sales volume for the first time since 2003. In 2006, our total beer sales volume grew 12% to 9.2 MHL from 8.2 MHL in 2005. We successfully launched two new beers, namely “Chang Light” and “Chang Draught”, to meet the rapidly growing consumer demand for light beer. Chang Light, launched in March 2006 was launched to penetrate the standard segment of the beer market while Chang Draught offers a lighter alternative to our classic “Chang Beer” in the mainstream segment. In response to a growing consumer preference for lighter beer, we also continued our brand building of Archa beer, a light beer first introduced to the market in July 2004. In 2006, Archa emerged as one of the fastest growing brands in our beer portfolio, with total sales of over 0.8 MHL, accounting for approximately 9.2% in volume terms of our total beer output. In the effort to maintain our market leadership and to ensure continuity of supply of our beer to meet the growing Thai beer market in the years to come, we commissioned the expansion of our Kamphaengphet brewery by adding additional 4.6 MHL to our production capacity in 2004. In October 2006, we successfully started “test-on-production” of the new machinery. Today, the new 4.6 MHL production line has been completed bringing our total production capacity to 15.5 MHL. Final commissioning of the project is expected to commence in October 2007, after the final calibrations phase are completed to meet ThaiBev’s high quality standards. Spirits Business 2006 was a challenging year for spirits in many ways. The major increase in excise tax on brown spirits in September


Today, ThaiBev is Thailand’s largest private company listed on the SGX with market capitalization of S$ billion (US$4.4 billion) as at 29 December 2006, and offers investors a unique opportunity to invest in Thailand consumer business

6.8

2005 forced all producers to pass the price increase

on to consumers. Our flagship brown spirits brand, Sangsom, saw a 48% decrease in sales volume in 2006 compared to that in 2005. A prolonged rainy season resulted in a nationwide flood affecting 49 provinces across Thailand, particularly in rural areas, and this weakened our white spirits sales in 2006. In addition, increased efforts by the government on anti-drinking campaigns during Buddhist Lent also had a dampening effect on our sales in the third quarter of 2006.

Nevertheless, we embraced the challenge and continued to invest in the quality of our products and our brands to maintain our leadership position in the market. As the leading producer of quality Thai spirits for many decades, we always put consumers first and consistently aim to produce and deliver the highest quality products to the market. We relaunched “Hong Thong�, a popular Thai brown spirits brand, in April 2006. Hong Thong is a quality Thai spirit blended to the exact high standards and recipe once enjoyed by many loyal consumers. The launch was a great success. Since

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its launch in April 2006, Hong Thong sales volume has already reached 1.6 million cases. A unique combination of strong brand, superior product quality, improved packaging, and affordable pricing strategically positions Hong Thong well to meet domestic demand. In addition, we launched a new brand of brown spirits, “Blend 285”, in October 2006. Blend 285 offers consumer superior quality products at affordable price. The product features premium clues such as individual gift box, non-refillable cap (“NRF”), and westernized packaging design. The product is rapidly gaining popularity and sold 184 thousand cases in just two months after initial launch, a success which clearly demonstrates the strength of our distribution platform which enables new products to gain deep market penetration over a short period. We continue to invest in our distilleries to ensure that our production facilities are at their best. In October 2006, we, through our wholly-owned subsidiary Sura Piset Thiparat, further expanded our production platform and acquired new distillery assets from Sin Surang Karn Sura Co., Ltd., a Thai distillery company engaged in the production of white spirits under the “White Tiger” brand. The distillery, which uses Swedish equipment, is of high-quality and capable of producing both white and brown spirits. The distillery’s strategic location in Kanchanaburi Province, will enable ThaiBev to expand our current brown spirits’ production base in Bangkok to a new geographic region in which our products are gaining popularity. The distillery uses coal for energy, which enables ThaiBev to diversify our production energy sources away from fuel oil, which is becoming increasingly more expensive. The relentless pursuit of perfection in the quality of our products is well reflected in the industry-wide recognition we have received. In addition to winning Gold Medals at the Spain International Quality to Alcohol Beverage in 1982 and 1983, Sangsom, our flagship brown spirit, recently won the Golden Award at the 25th International Golden Award Food & Beverage 2006 event held in Barcelona, Spain on 6 March 2006 Industrial Alcohol Business We acquired our industrial alcohol plant in 2002 to create further integration in our alcohol business. We plan to increase our exports of industrial alcohol products to key markets such as Japan, India and the Philippines. Since September 2004, we have produced ethanol to make gasohol fuel as a substitute for 95 octane gasoline. We have increased our capacity of ethanol production to meet the expected demand for gasohol and capitalize on the Government’s policy on clean energy. In 2006, our sales volume of ethanol was 46.6 million liters compared to 20.8 million liters in 2005. However, our overall sales volume of industrial alcohol in 2006 is slightly less than that of 2005 due to a temporary production halt as a result of unfavorable product margins in the first quarter of 2006.


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Related Business As a responsible corporate citizen, we are committed to the environment and energy conservation. We convert a portion of the waste products from our breweries and distilleries into commercial products available for sale, including animal feed, bricks and bio-fertilizers. We sell these products in Thailand and abroad. Our by-product business has reduced the annual amount of pure waste, our breweries and distilleries have to treat and dispose, which correlates to a cost saving on treatment and disposal expenses. In addition, the reduction of pure waste reduces the impact of our business on the environment. In 2006, we continued to invest in our glass bottle recycle terminal project, pursuant to which we completed four terminals in 2004 and 2005, and have three additional terminals scheduled for completion in 2007. The terminals will help increase our efficiency in recycling used glass bottles for beer and white spirits which result in a reduction of packaging costs and helps save the environment. Our extensive distribution network is critical to our success. Although we believe our distribution network is one of the most established and far-reaching networks in Thailand, we see significant opportunities to further improve our Group’s distribution and production platform. As our distribution and production subsidiaries have been under the same holding company since October 2003, we believe we can realize significant cost savings from closer integration between these two business areas. Since the formation of ThaiBev, we have centralized certain group services including procurement, marketing and logistics in order to realize cost savings. We are exploring ways to capture additional cost savings in inventory management and logistics by increasing product handling efficiency and optimizing truck deliveries. In January 2007, we changed the name of our transport company, Sahatipkarnkonsong Co., Ltd., into Thai Beverage Logistics Co., Ltd. to take on full responsibility for the development of and investment in the logistics system and infrastructure for ThaiBev going forward. Overseas Business International Beverage Holdings Limited (“IBHL�) is 100% owned by ThaiBev and oversees our businesses outside Thailand. It is incorporated in Hong Kong and presently has subsidiaries in six countries: 1. InterBev (Singapore) Limited 2. InterBev Malaysia Sdn. Bhd. 3. InterBev (Cambodia) 4. International Beverage Holdings Limited USA, Inc.


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5. Pacific Spirits (UK) and subsidiaries including Inver House Distillers Limited 6. Best Spirits Company Limited

IBHL is responsible for ThaiBev’s international business. It is engaged in activities such as the production, marketing and distribution of alcoholic beverages including ThaiBev products, Scotch whisky and Chinese wines. IBHL’s vision is to be dominant in ASEAN with a presence in China and a reach to international markets. In 2006, IBHL commenced its trading operations in Singapore, Malaysia and Cambodia. The company also established offices in the USA and UK to sell ThaiBev products. On 31 Oct 06, IBHL acquired Best Spirits Company Limited, an existing trading operation in Hong Kong distributing Chang beer and Chinese wine. At the same time, it acquired the Pacific Spirits (UK) group of companies including Inver House Distillers Limited. Inver House Distillers Limited is a leading firm of Scotch whisky distillers, headquartered in Central Scotland, exporting to over 80 countries worldwide. While the company’s principal business is the distillation and sale of Scotch whisky, the company also produces a range of white spirits and cream liqueurs. Inver House Distillers Limited owns five malt distilleries and markets a number of multi-award winning Single malt Scotch Whiskies: Old Pulteney, Balblair, anCnoc and Speyburn. It also markets a number of Blended Scotch Whisky brands including: Hankey Bannister, Inver House Green Plaid, Catto’s and McArthur’s. Looking forward to 2007, the company will focus on integrating its recent acquisitions with its current operations and establishing routes to markets for the Group’s products internationally. The company will also be seeking suitable acquisition opportunities which could enhance its growing business in the markets where it operates. Management Discussion and Analysis The Company has completed the acquisition of Pacific Spirits (UK) Limited, a holding company which owns and operates five distilleries in Scotland and Best Spirits Company Limited, which engages in the distribution of Chang Beer and third-party Chinese wines in Hong Kong at end of October 2006. The consolidated financial statements for the year ended 31 December 2005 has been restated to include the assets, liabilities, and operations of both acquired companies to be the same as for the year ended 31 December 2006 for comparison.


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Group For the year ended 31 December 2006, total sales revenue of the Company was Baht 97,798 million, increased 3.1% or Baht 2,895 million from Baht 94,903 million in the previous year, mainly due to higher sales revenue from our beer/ water business of about 10.3%, which compensated for lower sales revenue from the spirits business, which was down about 2.6%. Gross profit was Baht 28,473 million, a decrease of Baht 1,242 million or 4.2% mainly due to the decrease in the sales revenue from the spirits business and the higher cost of molasses, while the gross profit margin of our beer/water business was slightly higher.The higher cost of molasses was caused by dry weather in 2005, which caused the sugarcane crop, from which molasses is made, to drop considerably in 2006 and led to higher prices. Heavy rainfall in 2006 should reverse this situation somewhat in 2007. Earnings before interest, tax, depreciation and amortization (EBITDA) were Baht 20,598 million, a decrease of Baht 656 million or 3.1% mainly due to the decrease in the spirits business sales volume and gross profit margin while free goods for sales promotion of beer/water business decreased to 8% of total beer and water sales volume. Net profit was Baht 10,055 million, down by Baht 282 million or 2.7% mainly due to the reduction of the spirits business profit while interest expense decreased.


68

% to Beer/Water Sales

Sales Cost of sales Gross profit Selling and administrative expenses Operating profit Other income/ Interest income EBIT Interest expenses Income tax Net Profit Depreciation EBITDA

46,641 100.0 35,609 76.3 11,032 23.7

% to Spirits Sales Alcohol

% to Sales Eliminate

% to Sales

Total

% to Sales

51,428 100.0 33,002 64.2 18,426 35.8

1,205 995 210

100.0 82.6 17.4

7,155 6,365 790

100.0 89.0 11.0

(8,631) (6,646) (1,985)

100.0 77.0 23.0

97,798 69,325 28,473

100.0 70.9 29.1

12,684 15,789

13.0 16.1

(23) (27)

0.3 0.3

157 15,946 1,568 4,323 10,055 4,652 20,598

0.2 16.3 1.6 4.4 10.3 4.8 21.1

6,932 4,100

14.9 8.8

7,170 11,256

13.9 21.9

177 33

14.7 2.7

454 336

6.3 4.7

(2,049) 64

23.7 (0.7)

68 4,168 303 1,897 1,968 2,027 6,195

0.1 8.9 0.6 4.1 4.2 4.3 13.3

124 11,380 1,187 2,277 7,916 2,283 13,663

0.2 22.1 2.3 4.4 15.4 4.4 26.6

4 37 51 8 (22) 126 163

0.3 3.1 4.2 0.7 (1.8) 10.5 13.5

52 388 31 141 216 216 604

0.7 5.4 0.4 2.0 3.0 3.0 8.4

(91) (27) (4)

1.1 0.3 0.0

% to Beer/Water Sales

Sales Cost of sales Gross profit Selling and administrative expenses Operating profit Other income/ Interest income EBIT Interest expenses Income tax Net Profit Depreciation EBITDA

Unit: Million Baht

Year 2006 % to Sales Related

42,277 100.0 32,549 77.0 9,728 23.0

% to Spirits Sales Alcohol

Year 2005 % to Sales Related

% to Sales Eliminate

% to Sales

Total

% to Sales

52,811 100.0 32,062 60.7 20,749 39.3

869 471 398

100.0 54.2 45.8

6,633 6,068 565

100.0 91.5 8.5

(7,687) (5,962) (1,725)

100.0 77.6 22.4

94,903 65,188 29,715

100.0 68.7 31.3

13,181 16,534

13.9 17.4

288 16,822 1,742 4,743 10,337 4,432 21,254

0.3 17.7 1.8 5.0 10.9 4.7 22.4

6,984 2,744

16.5 6.5

7,343 13,406

13.9 25.4

166 232

19.1 26.7

462 103

7.0 1.6

(1,774) 49

23.1 (0.6)

175 2,919 386 1,330 1,203 1,919 4,838

0.4 6.9 0.9 3.1 2.8 4.5 11.4

128 13,534 1,264 3,282 8,988 2,288 15,822

0.2 25.6 2.4 6.2 17.0 4.3 30.0

13 245 42 52 151 121 366

1.5 28.2 4.8 6.0 17.4 13.9 42.1

26 129 51 79 (1) 104 233

0.4 1.9 0.8 1.2 (0.0) 1.6 3.5

(54) (5) (1)

0.7 0.1 0.0

(4) (5)

0.1 0.1


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Sales Cost of sales Gross profit Selling and administrative expenses Operating profit Other income/ Interest income EBIT Interest expenses Income tax Net Profit Depreciation EBITDA

Increase (Decrease) % Related

Beer/Water

%

Spirits

% Alcohol

4,364 3,060 1,304

10.3 9.4 13.4

(1,383)

(2.6) 940 2.9 (2,323) (11.2)

336 524 (188)

38.7 111.3 (47.2)

522 297 225

7.9 4.9 39.8

(52) 1,356

(0.7) (173) (2.4) 49.4 (2,150) (16.0)

(199)

11

6.6 (85.8)

(8) 233

(107) (61.1) 1,249 42.8 (83) (21.5) 567 42.6 765 63.6 108 5.6 1,357 28.0

(4) (2,154) (77) (1,005) (1,072) (5) (2,159)

(3.1) (15.9) (6.1) (30.6) (11.9) (0.2) (13.6)

(9) (208) 9 (44) (173) 5 (203)

(69.2) (84.9) 21.4 (84.6) (114.6) 4.1 (55.5)

% Eliminate

%

Total

%

(944) (684) (260)

12.3 11.5 15.1

2,895 4,137 (1,242)

3.1 6.3 (4.2)

(1.7) 226.2

(275)

15.5 30.6

(497) (745)

(3.8) (4.5)

26 100.0 259 200.8 (20) (39.2) 62 78.5 217 (21,700.0) 112 107.7 371 159.2

(37) (22) (3) (19) (22)

68.5 440.0 300.0 475.0

(131) (876) (174) (420) (282)

440.0

(656)

(45.5) (5.2) (10.0) (8.9) (2.7) 5.0 (3.1)

15

220

The Beer, Soda & Drinking Water Business Sales revenue was Baht 46,641 million, an increase of Baht 4,364 million or 10.3% mainly due to the increase of low alcohol beer sales volumes. Total sales volume of beer rose 12% to 923 million litres which derived from domestic sales of 916.2 million litres and export sales of 6.8 million litres. Low alcohol beer sales volume was 101.9 million litres, which increased from 2005 by 90.5 million litres. The sales volume of soda was 12.6 million litres and the sales volume of drinking water was 42.6 million litres, a decline of 18.7% and 1.4% respectively. Gross profit of Baht 11,032 million increased by Baht 1,304 million, or 13.4%, mainly due to the increase of sales volume and lower product costs stemming from sharing fixed costs, through higher production volumes and the lower price for malt, compensating for the higher cost of fuel oil and electricity.


70


71

EBITDA of Baht 6,195 million increased by Baht 1,357 million or 28% mainly due to the increase of sales and gross profit margin and the decrease in the marketing expense for free goods for sales promotion which helped to cover higher employee expenses, freight and vehicle expenses. The free beer volume for sales promotion as a percentage of total sales volume decreased from 11.8% on average in 2005 to 8% in 2006. Net Profit of Baht 1,968 million increased by Baht 765 million or 63.6% mainly due to the increase of sales as mentioned and the decrease of interest expense caused by the reduction in the Company’s debt when it repaid short-term loans using the IPO proceeds. The Spirits Business Sales revenue was Baht 51,428 million, lower than in 2005 by Baht 1,383 million or 2.6% mainly due to a decrease in the sales volume of both white and brown spirits. The Company was severely affected in 2006 by the increase on excise tax on certain types of brown spirits in September 2005. When stock of Sangsom, the Company’s flagship brand, was depleted at the end of 2005, the price of a bottle rose from Baht 150 to Baht 190 leading to a sharp drop in sales. Sangsom is over 40% of the entire brown spirit market in Thailand. Although foreign brands were affected to the same


72

extent, the Company will take some time to recover. To overcome this problem, the Company re-launched a brand called Hong Thong in April 2006. While this has seen remarkable progress, it has still not compensated for the loss of sales of Sangsom by the end of 2006. However, Sangsom is seeing some recovery. The Company also launched a new brown spirit called Blend 285 in October 2006. This was well-accepted by consumers and, if current growth continues, it will become a significant contributor to the recovery of the brown spirits business over time. Total sales volume of spirits dropped 5.9% to 457.1 million litres which derived from domestic sales of 456.4 million litres and export sales of 0.7 million litres. White spirits sales volume of 367.5 million litres showed a decrease of 1.3%. Brown spirits sales volume of 89.6 million litres showed a decrease of 20.7% due to the abovementioned lower demand arising from the sales price increase that resulted from the increase in excise tax. Gross profit of Baht 18,426 million decreased by Baht 2,323 million or 11.2%, mainly due to the decrease of sales volume and the higher price of molasses (a raw material used in the production), fuel oil and electricity. The outlook for molasses in 2007 is for higher production due to better crops resulting from heavy rainfall in 2006. This should lead to lower costs to the Company. EBITDA of Baht 13,663 million decreased by Baht 2,159 million or 13.6%, mainly due to the decrease of sales and gross profit margin and higher employee expense, freight and vehicle expenses. Free brown spirits’ volume used for sales


73

promotion as a percentage of domestic sales volume of brown spirits increased from 2.1% by average in 2005 to 2.7% in 2006. Net Profit of Baht 7,916 million decreased by Baht 1,072 million, or 11.9%, mainly due to the decrease of sales and gross profit margin as mentioned although the decrease of interest expense. Industrial Alcohol Business Segment Sales revenue was Baht 1,205 million reflected an increase of Baht 336 million or 38.7%, mainly due to the increase of Ethanol sales volume, which helped to partially compensate for the decrease of Alcohol 95 sales volume. Sales volume of Ethanol was 46.6 million litres, which increased by 124.1% and the average sales price was Baht 24.94 per litre, which increased by 42.3% over that of 2005. Overall sales volume for all industrial alcohol products in 2006 was 48.3 million litres, or a 9.3% decrease from 53.2 million litres in 2005. Gross profit of Baht 210 million decreased by Baht 188 million, or 47.2%, mainly due to high product cost arising from higher molasses prices and energy costs. EBITDA of Baht 163 million decreased by Baht 203 million or 55.5% mainly due to the decrease of gross profit margin and higher administration expenses arising from higher employee expense.


74

Net Loss was Baht 22 million while net profit for 2005 was Baht 151 million, a change of 114.6% mainly due to the decrease of gross profit margin as mentioned and the increase of interest expense. Related Business Segment Sales revenue was Baht 7,155 million increased by Baht 522 million or 7.9% mainly due to income from commercials during the live broadcast of the FIFA World Cup 2006 in Q2, other sports marketing activities and inter-segment supply of raw materials and packaging materials. Gross profit of Baht 790 million increased by Baht 225 million, or 39.8%, mainly due to the increase of sales and effective cost control. EBITDA of Baht 604 million increased by Baht 371 million or 159.2% mainly due to the increase of sales and gross profit margin. Net Profit was Baht 216 million while net loss for 2005 was Baht 1 million mainly due to the increase of sales and gross profit margin as mentioned and the decrease of interest expense. Financial Position Assets Total assets as at end of December 2006 was Baht 85,580 million, a decrease of Baht 1,558 million, or 1.8%, compared with the end of 2005. Current assets decreased


75

by Baht 2,814 million, mainly due to the decrease in cash and cash equivalents, prepaid excise tax, and finished goods. Non-current assets increased by Baht 1,256 million, mainly due to advance payment of royalties to spirits experts. Liabilities Total liabilities as at end of December 2006 was Baht 33,026 million decreased by Baht 22,397 million, or 40.4%, mainly due to the re-payment of loans from financial institutions with cash received from the May 2006 Initial Public Offering (IPO) and the July 2006 sale of over-allotment shares. The maturity of loans and bonds are as follows: Within Dec. 31, 2007 Between Jan. 1, 2008 - Sep. 29, 2008 Total

Unit: Million Baht 12,753 6,755 19,508

Shareholders’ Equity Total shareholders’ equity as at the end of December 2006 was Baht 52,554 million, an increase of Baht 20,839 million, or 65.7%, mainly due to the increase of share capital from the IPO amounting to Baht 3,110 million, and the premium on common shares after the IPO expense amounting to Baht 17,216 million. Net profit was Baht 10,055 million. Dividend paid was Baht 8,042 million from profit for the year 2005 and partial for the year 2006. Liquidity Cash and cash equivalents as at December 31, 2006, was Baht 1,920 million. The net decrease from the beginning of the period was Baht 1,478 million. Details of activities are as follows. Unit: Million Baht Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities Adjustment from financial statement translation Net decrease in cash and cash equivalents in period Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

14,172 (5,383) (10,244) (23) (1,478) 3,398 1,920


76

Net cash provided by operating activities of Baht 14,172 million was mainly derived from net income of Baht 10,055 million and adjusted with non cash items, such as depreciation and amortization, of Baht 4,652 million, while working capital decreased by Baht 98 million and advance payment to experts amounted to Baht 2,000 million. Net cash used in investing activities of Baht 5,383 million was mainly due to the investment activities in property, plant and equipment of Baht 4,039 million. Net cash used in financing activities of Baht 10,244 million was mainly due to a dividend paid of Baht 8,042 million and the decrease in bank overdrafts and short-term loans from financial institutions of Baht 33,405 million by repayment with money from the IPO and over-allotment shares of Baht 20,326 million and the increase of long-term loans and bonds by Baht 11,668 million. Financial Ratios Current Ratio (times) Total Debt to Equity Ratio (times) Net asset value per share (Baht) Total Debt to EBITDA (times) Funds from Operations (FFO) to Total Debt (%)

Dec. 31, 06

Dec. 31, 05

1.28 0.63 2.21 0.95 75.39

0.66 1.75 1.44 1.94 35.81


77

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. For the financial year ended 31 December 2006, the Board has recommended total dividend of Baht 5,524.21 million. 2006

Dividend for the year (Million Baht) Number of shares issued (Million shares) Interim dividend per share (Baht) Final dividend per share (Baht) Total dividend per share (Baht) Return on Equity Return on Average Equity (%) Earnings Per Share Earnings Per Weighted Average Ordinary Shares (Baht)

2005

(Restated)

5,524.21 25,110 0.11 0.11 0.22

5,280.00 22,000

23.9%

31.6%

0.42

0.47

-

0.24 0.24


78

Risk Factors ThaiBev has instituted systematic risk management for departments up to the corporate level, with a risk management committee in place at each level. At the corporate level, the Corporate Risk Management Committee, consisting of Directors and Senior Management, is responsible for risk management throughout the Company. ThaiBev has defined risk management as an integral part of planning and operations. To elaborate, each department must formulate annual plans and budgets, comprehensively addressing their risks. These risks are then collated for the Corporate Risk Management Committee to define policies and periodically monitor risk management practices. At the department level, ThaiBev asks department heads to regularly assess risks, identify risk management measures, and update their work to the respective risk management committees. In addition, the Office of Internal Audit applies these identified risk factors to their annual audit plans to assess the efficiency of risk management of each department. Risks Related to Company Business 1. An increase in taxes or a change in the method in which taxes are calculated may affect the demand for our products, and could adversely affect our business, financial condition, results of operations and prospects. We pay excise taxes as well as municipal taxes and health promotion fund contributions on the alcoholic beverages we produce. Increases in existing taxes or the imposition of new taxes on beer and spirits products could result in higher


79

prices for consumers, which could, in turn, result in lower levels of consumption and, therefore, lower revenue from sales. We may also have to absorb all or a portion of the impact. Each of these scenarios could adversely affect our business, financial condition, results of operations and prospects. 2. Our growth prospects may be harmed if we are unable to expand into the premium segments of the beer and

spirits markets. A key element of our strategy is to broaden our portfolio of brands by launching new brands to penetrate the premium segments of the market in order to increase our revenues. We believe that the premium market segments in Thailand for both beer and spirits offer significant growth potential and we believe that there has been a shift from economy segment beers and spirits to these segments. Expanding our presence into these highly competitive segments will require us to invest significantly in consumer marketing, brand promotion and sales and distribution development. We have limited experience in these segments. Any failure or inability on our part to successfully develop, promote and sell new beer or spirits brands for the standard or premium segments in Thailand would harm our prospects for growth, particularly if demand for these products increase and continues to erode the demand for our current portfolio of products, and could adversely affect our business, financial condition, results of operations and prospects. We expect that the Kamphaengphet brewery expansion project will be completed in October 2007 and that it will increase our total brewery capacity by 4,600 thousand hectoliters per annum to approximately 15,500 thousand hectoliters per annum. Our business strategy includes selling beer produced from our capacity increase in export


80

markets, principally in Cambodia, Laos and other markets. We do not, however, have a history of sustained sales of large volumes outside Thailand and we cannot assure you we will be successful in implementing this strategy. We cannot assure you that we will be able to sell the additional beer we produce as a result of our expansion project. Our fixed costs will increase significantly as a result of this expansion and we may not be able to sell our beer products at prices that will provide us with commercially acceptable margins or that will not cause us to incur a loss. If we are unable to sell our additional beer capacity on a commercially acceptable basis, we may have to reduce our beer production, which would adversely affect the utilization of our breweries and may lower our margins. Any failure or inability on our part to sell the additional beer we produce would adversely affect our business, financial condition, results of operations and prospects. 3. Price increases in, and shortages of, raw materials or packaging materials could increase our production costs

and disrupt our business. We do not produce most of the raw materials or the packaging materials necessary for production and sale of our products and depend upon third-party suppliers. Although we seek to purchase certain of these raw materials once a year in advance of production, we cannot assure you that these suppliers will be able to meet our requirements in full or at all. Our results of operations may be affected by the availability and pricing of raw materials and packaging materials, including molasses, malt, hops, water, glass bottles, labels, caps, and other packaging products. Some of these materials are priced in currencies other than in Baht. Changes in global supply and demand may substantially affect the price of these materials and may also, along with weather conditions, government controls, exchange rates, currency controls and other factors, affect our cost of raw materials and packaging materials. A substantial increase in the prices of these materials would increase our production costs, which would reduce our profit margins if we were unable to recover these additional production costs from our consumers. In addition, a sustained interruption in the supply of these materials could lead to a significant increase in their prices or could impede our production processes if we were unable to find suitable substitutes. The occurrence of any of these factors could increase our production costs and disrupt our business, which could have a material adverse effect on our business, financial conditions, results of operations and prospects. 4. Our operations are subject to extensive regulation. Changes in the regulatory environment may cause us to incur

additional costs or limit our business activities. As a producer of beverage products, we are subject to production, packaging, quality, labeling and distribution standards


81

in Thailand. We are also subject to regulations in countries to which we export our products, in particular regulations relating to packaging, quality, labeling and distribution. The operations of our production and distribution facilities are subject to various Governmental environmental laws and workplace regulations, including laws and regulations enacted by the Ministry of Public Health, Ministry of Commerce and Ministry of Finance. Compliance with, or any violation of, current and future laws or regulations could require material expenditures by us or otherwise have a material adverse effect on our business, financial condition, results of operations and prospects. We are subject to restrictions on advertising our beer and spirits products. These restrictions could affect our ability to market our existing and future products, which would have a material adverse effect on our business, financial condition, results of operations and prospects. Any future restriction on the period of time an entertainment venue is permitted to operate and sell alcohol products could have a material adverse effect on our business, financial condition, results of operations and prospects. 5. Compliance with, or our failure to comply with, environmental laws and regulations applicable to us may have a

material adverse effect on our business, financial condition, results of operations and prospects. We are subject to extensive and increasingly stringent environmental, health and safety laws and regulations governing air pollutant emissions, discharge of treated wastewater and other aspects of our operations. In addition, some of these laws and regulations require our production facilities to operate under permits that are subject to renewal or modifications. Typically, these laws provide for substantial fines and potential criminal sanctions for violations. Violations of these laws could also result in permit revocations and facility shutdowns. Several of these laws and regulations also impose extensive requirements relating to investigation and cleanup of contamination, and we may be required to bear some or all of these costs regardless of fault. We have incurred, and expect to continue to incur costs to comply with environmental, health and safety laws and regulations. In addition, new laws and regulations, stricter enforcement of, or changes to, existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur additional costs in the future. These may require us to incur material costs and expenses beyond those currently anticipated. Any of the foregoing factors could materially adversely affect our business, financial condition, results of operations and prospects.


82

6. Our business and our expansion plans are capital-intensive and subject to a number of risks and uncertainties.

The beer industry is capital-intensive. Our ability to introduce new products and maintain our production capability depends on continued capital spending, including constructing our new facilities and maintaining and upgrading our existing facilities. In addition, we continually monitor developments in the beverage markets in Thailand and Southeast Asia for opportunities to expand into new businesses.

Historically, we have relied on external debt financing, equity financing and internally generated cash flows for our capital investments. We expect to finance any future expansions of our business or improvements of our breweries and distilleries plant through additional indebtedness and internally generated cash flows. If we are unable to obtain additional debt financing when needed on commercially acceptable terms, we may require additional equity financing, which could dilute your investment in our shares. In addition, our inability to secure necessary financing for capital expenditures necessary to maintain or expand our facilities could adversely affect our business, financial condition, results of operations and prospects. 7. We depend on the services of our senior executives and managerial personnel, and if we are not able to retain our

senior personnel or attract suitable replacements, our business could be negative impacted. We are currently managed by a small number of senior executive officers and employees, many of whom have many years of experience at our operating companies and in the beverage industry and would be difficult to replace. As a result, the loss of some senior personnel, or our inability to recruit sufficiently qualified personnel, could materially adversely affect our business.

We believe that our continued growth and success largely depends on our ability to retain skilled, qualified and experienced managerial, sales, marketing and production personnel and to train our staff to produce and to sell successfully the products that we offer. If we are unable to attract, retain and motivate highly skilled, qualified and experienced personnel, we could lose customers and suffer reduced profitability. Even if we are successful in attracting and retaining such personnel, competition for such employees may significantly increase our compensation costs and adversely affect our business, financial condition, results of operations and prospects.


83

8. Anti-monopoly legislation enacted by Thailand in 1999 may adversely affect our business, financial condition,

results of operations and prospects. The Thai Trade Competition Act of 1999 (‘TCA’) prohibits various anti-competitive practices and empowers the Thai Trade Competition Commission (‘TTCC’) to order a company that dominates a market to suspend, cease, or vary its market share. In addition, under the TCA, the TTCC has the power to issue written orders to require a company that has engaged in unfair business practices to suspend, cease, rectify or vary its business practices. The government is considering the standard for determining the definition of market dominance in a particular industry, to be approved by the Cabinet. Because we are the largest beer and spirits producer in Thailand and have a leading market share in Thailand for many of our products, we may, from time to time, be subject to litigation from competitors and others for alleged violations of these provisions. Consequently, the TCA and any regulations promulgated under it could have an adverse effect on our business, financial condition, results of operations and prospects. In 2006, the Risk Management Committee completed its plan for managing the above-mentioned risks, thereby lowering risk levels, including the forward purchase of molasses, malt and hops, together with adequate and suitable inventories; additional measures for managing packaging, glass bottles, labels and caps through collaboration with business partners in demand-supply management; and the digging of pools and investment in the brewery’s water system – thereby lowering production costs from those of using ground water, and at the same time, managing the risk of the authority’s possible ban on the use of ground water as well as preventing shortage of water. The Risk Management Committee will hold at least four meetings each year to review its measures and approve contingency budgets for risk management to ensure that all risks are responsibly managed and plans meticulously implemented – thereby alleviating potential losses.


Milestones 84

Annual Report 2006 - Thai Beverage Public Company Limited

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85

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86


Credit Rating Announcement Annual Report 2006 - Thai Beverage Public Company Limited

AAStable

87

TRIS upgraded the Company rating from A+ to and gave a

outlook

In early 2006, the Company had a plan to locally raise funds and engaged TRIS Rating Co., Ltd (“TRIS”) to determine our domestic credit rating. TRIS initially rated the Company A+ and gave a “Stable” outlook. Later on, the Company raised funds by offering debentures at the amount of Baht 10,000 million. At the annual review, the Company gained debentures outstanding at Baht 7,500 million. TRIS, therefore, upgraded the Company and its senior guaranteed debentures rating of the Company to “AA-” from “A+” and gave the company a “Stable” outlook. The upgrade reflects the Company’s strengthened capital structure after an initial public offering (IPO) in May 2006. Almost all the proceeds were used to repay the Company’s outstanding debt at the time. To gain an international credit rating in order to establish Company’s overseas credit flexibility in the financial markets, the Company engaged Standard and Poors (“S&P”) and Moody’s Investors Service Pty Limited (“Moody’s”), both well-recognized globally in their field. S&P assigned a “BBB” rating with a “Stable” outlook, and Moody’s rated the Company “Baa2” again with a “Stable” outlook. (Note: The Thailand Country Rating from TRIS is “AAA”, “BBB+” from S&P and “Baa1” by Moody’s).


Awards 88

Annual Report 2006 - Thai Beverage Public Company Limited

Thai Beverage Wins Awards Onward to the Number One spot with the shares of Thai Beverage PLC. ... the pride of Thai businesses.

Thai Beverage PLC. wins the “2006 Merit Award for transparency among newly-listed companies (New Issue) on the Singapore Exchange” The recognition was conferred by the Securities Investors Association of Singapore (SIAS), established to monitor companies’ practices to ensure stringent performance for the maximum benefit of small investors, as well as for data investigation and research on all aspects of investment. SIAS initiated four categories of Investors’ Choice Awards, namely Corporate Governance, Merit (Most Transparent Company), Best Finance Journalist, and Exemplary Shareholder Awards.


89

IR Magazine accolade for “Best Investor Relations” In the annual IR Magazine South East Asia Conference and Awards sponsored by IR Magazine – a leading publication popularly read by investors in Singapore and worldwide – Thai Beverage PLC. garnered the “2006 Best Investor Relations in the Singapore Market by a Thai Company”. According to the magazine, Thai Beverage PLC. comes across as an admirable company listed in Singapore for its integrity and proper treatment of investors and shareholders, as well as those showing interest in its shares, with commendable sincerity.

Acclaim for “Capital Markets Deal of the Year 2006” Most recently, in February 2007, IFR Asia magazine, a regional influential capital markets magazine, recognized Thai Beverage PLC.’s highly successful initial public offering, pronouncing it the “Thailand Capital Markets Deal of the Year 2006”. The magazine noted that it had given the prize to ThaiBev for its having overcome all challenges and for sheer persistence in the face of many challenges.


Corporate Governance Report 90

Annual Report 2006 - Thai Beverage Public Company Limited

As a newly-listed foreign company on the Singapore Exchange, we value our commitment to good corporate governance and endeavor to adhere to the principles and guidelines of the Singapore Code of Corporate Governance 2005. In 2006, we were proud to receive a recognition of our efforts a “2006 Merit Award for transparency among newly-listed companies (New Issue) on the Singapore Exchange” from the Securities Investors Association of Singapore (SIAS) and the “Best Investor Relations in the Singapore Market” award at the IR Magazine South East Asia awards. Recently, we also received the “Thailand Capital Markets Deal of the Year Award” for 2006 from IFR Asia. The Board’s Conduct of Affairs Principle 1 Board of Directors Our Board of Directors oversees the Company’s business and affairs with shareholder approval and by following applicable laws. The Board must exercise good business judgment and act in good faith for the best interests of the Company. The Board met 10 times in 2006, and the following table details directors’ attendance up to December 31, 2006:

Name 1. Mr. Charoen Sirivadhanabhakdi 2. Khunying Wanna Sirivadhanabhakdi 3. Mr. Narong Srisa-an 4. Mr. Komen Tantiwiwatthanaphan 5. Mr. Paisal Chevasiri* 6. Mr. Puchchong Chandhanakij 7. Mr. Staporn Kavitanon 8. Prof. Kanung Luchai 9. Mr. Manu Leopairote

Position Chairman/Executive Chairman Vice Chairman/1st Executive Vice Chairman Vice Chairman/2nd Executive Vice Chairman Vice Chairman/3rd Executive Vice Chairman Vice Chairman/4th Executive Vice Chairman Director/5th Executive Vice Chairman Independent Director and Audit Committee Chairman Independent Director and Audit Committee Member Independent Director and Audit Committee Member

* Mr. Paisal Chevasiri resigned from the Board effective from February 26, 2007

Number of Attendance/ Total of Meetings [8/10] [8/10] [9/10] [10/10] [9/10] [10/10] [9/10] [10/10] [9/10]


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Name 10. Mr. Ng Tat Pun(1) 11. Mr. Michael Lau Hwai Keong(1) 12. Prof. Pornchai Matangkasombut(1) 13. Gen. Dr. Choo-Chat Khumbhu Na Ayudhya(1) 14. Mr. Sakthip Krairiksh 15. Mr. Vivat Tejapaibul 16. Mr. Samut Hatthasing 17. Ms. Kanoknart Rangsithienchai 18. Mr. Thapana Sirivadhanabhakdi 19. Mr. Sithichai Chaikriangkrai 20. Dr. Pisanu Vichiensanth 21. Mr. Ueychai Tantha-Obhas 22. Mr. Chukiet Tangpongprush

Position Independent Director and Audit Committee Member Independent Director Independent Director Independent Director Independent Director Director President Director and Executive Vice President Director and Executive Vice President Director and Senior Vice President Director and Senior Vice President Director and Senior Vice President Director and Senior Vice President

Number of Attendance/ Total of Meetings [4/10] [5/10] [4/10] [3/10] [6/10] [10/10] [10/10] [10/10] [10/10] [9/10] [9/10] [9/10] [10/10]

Remark (1) Mr. Ng Tat Pun, Mr. Michael Lau Hwai Keong, Prof. Pornchai Matangkasombut and Gen. Dr. Choo-Chat Khumbhu Na Ayudhya were appointed in March 2006 Matters Requiring Board Approval Our Board is ultimately responsible for the administration of the Company’s affairs and for compliance with the law, Articles of Association of the Company and the Company’s objectives. It applies shareholders’ resolutions in good faith, vigilantly safeguarding the best interests of the Company. In addition to its general oversight of management, our Board ensures that the Company and its subsidiary companies comply with the Listing Manual of the Singapore Exchange. In brief, the Board monitors major plans and activities, and oversees control of subsidiary companies.


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93

In 2006 , we were proud to receive recognition of our efforts with the Merit Award for

Most Transparent Company Award in Singapore

Training All directors have passed the Director Accreditation Program (DAP) of the Institution of Directors in Thailand. We also encourage and support directors to understand Singapore Law and the Listing Manual applicable to our Company through in-house training. All directors receive a clear explanation of their roles and responsibilities at the time of their proposed appointment to the Board. Board Composition and Guidance Principle 2 Our Board consists of 22 directors, including eight independent directors, or more than one-third. Each director either has long-term experience in business or attained honorary positions.


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Executive Board The Board appointed an Executive Board, which consists of 13 members; some of them are also top executive officers of the Company. The Board granted them the authority to perform their duties. To help the Board run the Company properly, it established four committees: the Audit Committee (AC), Risk Management Committee (RMC), Nomination Committee (NC) and Remuneration Committee (RC). Audit Committee The Audit Committee members are Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun. The Chairman of the Audit Committee is Mr. Staporn Kavitanon. Risk Management Committee The Risk Management Committee members are the Directors, Mr. Narong Srisa-an, Mr. Samut Hatthasing, Ms. Kanoknart Rangsithienchai, Mr. Thapana Sirivadhanabhakdi, Mr. Chukiet Tangpongprush, Mr. Ueychai Tantha-obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Puchchong Chandhanakij, and the employees, Mr. Chalerm Pornrutchakit, Mr. Pichit Burapavong, Mr. Tawatchai Tangjaitrong, Mr. Mahin Kraivixien, and Mr. Thidi Suwanarat. The Chairman of the Risk Management Committee is Mr. Narong Srisa-an. Nomination Committee The Nomination Committee members are Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Khunying Wanna Sirivadhanabhakdi. The Chairman of the Nomination Committee is Mr. Staporn Kavitanon.


95

Remuneration Committee The Remuneration Committee members are Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Prof. Kanung Luchai. The Chairman of the Remuneration Committee is Mr. Staporn Kavitanon. Normally the Executive Board meets once a month to oversee business operations, or more than once to consider and approve any important or urgent matter. The Board also appoints executive members to hold directorships in subsidiaries to monitor the Company’s interests. The Executive Board’s responsibilities are to: • prepare and propose business plans, targets, operational plans, business strategies and annual budgets for the Board of Directors; • determine business plans, budgets and management authorizations for approval; • monitor the operations of the Group, that they are in line with business plans, targets, operational plans, business strategies, budgets and management authorizations approved by our Board to facilitate corporate efficiency and appropriate to business conditions; • propose investments, borrowing or lending, including acting as a guarantor if that is in line with the normal business of the Group; • approve payments as determined by our Board; • determine the organization and management structure of the Group for the Board;


96

• supervise and approve all employment and salary matters relating to the Company (other than matters which are within the purview of the RC); • approve the appointment of the Company’s representatives to the Board and/or subsidiaries’ subcommittees to ensure compliance with the Company’s business policies, goals, plans, strategies, budget and other management powers approved by the Board, to improve efficiency and facilitate the business; • supervise and approve operational issues; at times appointing or authorizing persons to engage specified activities on behalf of the Executive Board, or appoint subcommittees with particular knowledge and expertise to manage and screen work before discussion by the Executive Board, provided the Executive Board is entitled to repeal or modify the scope of such authorization; and • perform any other activity delegated by the Board. No one, including the Executive Board, is authorized to approve any transaction in which the board or the individual has or may have a conflict of interest, or where the transactions require the approval of the Board and/or of a Shareholders’meeting. Chairman and Chief Executive Officer Principle 3 Our Chairman and Chief Executive Officer is the same person. In support of good governance, however, our Chairman encourages constructive relations between the Board and management, executive directors and non-executive directors. In this regard, our Company appointed an independent non-executive director to act as the Lead Independent Director for Interested Person Transactions. Board Membership Principle 4 In order to assure a transparent process for the appointment of new directors to the Board, we established the Nomination Committee (NC) to review and assess candidates for directorships (including executive directorships) before making recommendations to our Board. The NC also reviews the retirement and re-election of directors at each annual general meeting under our Articles of Association and makes recommendations to the Board. The NC consists of three directors with a majority of independent directors, including the Chairman. It adopted a charter and proposed it to the Board for approval.


97

The Company also established a Remuneration Committee (RC) that makes recommendations to the Board, for it to endorse remuneration policies and guidelines, and to set the remuneration for Directors, Executive Directors, Presidents, Executive Vice Presidents and Assistant Vice Presidents. In performing their roles, our NC and RC adhere to the law and the Listing Manual applicable to our Company. Board Performance Principle 5 Our Board members include self-assessment in their performance, and take the result of business operations into their consideration. Access to Information Principle 6 We are committed to providing our Board members with adequate, complete, continuous and timely information before Board meetings. 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, through the Chairman, on all governance matters. This is to ensure compliance with legal and regulatory requirements. The Board approves the appointment and the removal of the Company Secretary. This year the Company Secretary attended all Board meetings and Executive Board meetings. Procedure for Developing Remuneration Policies Principle 7 The RC reviews matters concerning the remuneration of Board members, Presidents, Executive Vice Presidents and Assistant Vice Presidents in consultation with the Chairman of the Board If a member of the RC has an interest in a matter deliberated by the Committee, he or she will abstain from participating in the review and approval process for that matter.


98

Level and Mix of Remuneration Principle 8 The components of remuneration are structured to reward both executive and non-executive directors based on corporate and individual performance, including our two top executives. The level of remuneration reflects their experience and dedication. The remuneration bands rank from A to H as follows. Remuneration bands: A refers to remuneration below the equivalent of B refers to remuneration between the equivalent of C refers to remuneration between the equivalent of D refers to remuneration between the equivalent of E refers to remuneration between the equivalent of F refers to remuneration between the equivalent of G refers to remuneration between the equivalent of H refers to remuneration between the equivalent of

S$ S$ S$ S$ S$ S$ S$ S$

250,000 250,000 500,000 750,000 1,000,000 1,250,000 1,500,000 1,750,000

and and and and and and and

S$ S$ S$ S$ S$ S$ S$

499,999 749,999 999,999 1,249,999 1,499,999 1,749,999 1,999,999

The Company entered into a long-term employment agreement with Dr. Pisanu Vichiensanth, who is our director, the Managing Director of Beer Thai (1991) Public Company Limited and a senior Master Brewer. Disclosure of Remuneration Principle 9 In year ending December 31, 2006, directors and two top executives received the following remuneration:


99

Name of Directors 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 12. 21. 22. 23.

Mr. Charoen Sirivadhanabhakdi Khunying Wanna Sirivadhanabhakdi Mr. Narong Srisa-an Mr. Komen Tantiwiwatthanaphan Mr. Paisal Chevasiri* Mr. Puchchong Chandhanakij Mr. Staporn Kavitanon Prof. Kanung Luchai Mr. Manu Leopairote Mr. Ng Tat Pun Mr. Michael Lau Hwai Keong Prof. Pornchai Matangkasombut Gen. Dr. Choo-Chat Khumbhu Na Ayudhya Mr. Sakthip Krairiksh Mr. Vivat Tejapaibul Mr. Samut Hatthasing Ms. Kanoknart Rangsithienchai Mr. Thapana Sirivadhanabhakdi Mr. Sithichai Chaikriangkrai Dr. Pisanu Vichiensanth Mr. Ueychai Tantha-Obhas Mr. Chukiet Tangpongprush Mr. Panote Sirivadhanabhakdi**

* Mr. Paisal Chevasiri resigned from the Board effective from February 26, 2007 ** Mr. Panote Sirivadhanabhakdi was appointed to the Board effective from February 27, 2007

Remuneration Band [D] [B] [H] [B] [B] [B] [A] [A] [A] [A] [A] [A] [A] [A] [A] [H] [D] [C] [C] [C] [C] [B] [-]


100

Top Executives 1. Mr. Sawat Sopa 2. Mr. Saikeaw Vongpisethkul*

Remuneration Band [B] [A]

* Started in December 2006 (Remark: 1 S$ = Baht 24) Accountability Principle 10 The Board is responsible for providing a balanced and understandable assessment of the Company’s performance, and for providing shareholders with 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. The annual result is released within 60 days of the end of each financial year. Audit Committee Principle 11 The Board appointed an AC, which consists of four independent directors: three Thais and one Singaporean. Their responsibilities are clearly set forth in the Audit Committee Charter, for instance, assessing the adequacy and effectiveness of the internal controls, preparing the process of financial statements and information disclosures and reviewing the compliance with applicable laws, regulations and rules of the Stock Exchange of Thailand and the Singapore Exchange. This includes internal investigations and consideration of Interested Persons Transactions to prevent an occurrence of conflict of interests. Internal Controls Principle 12 Our Board values a sound management internal control system. To safeguard shareholders’ investments and the Company’s assets, it appointed an Executive Board, each member of which oversees different departments and business units to ensure the adequacy of financial, operational and compliance controls, including risk management policies.


101

In support of this, the Board also assigned the Office of Corporate Secretariat to oversee compliance with the law and regulations concerning public companies. Based on the information provided to it, the AC believes that the system of internal controls and risk management is adequate. Internal Audit Principle 13 The Company established the Office of Internal Audit to assist the Board through Audit Committee in promoting sound risk management and good corporate governance by assessing the adequacy and effectiveness of the internal controls for key businesses and operations in areas described in the audit plan. Annual audit schedules ensure that the performance of internal audit is accurate. Communication with Shareholders Principle 14 The Company has adopted the practice of timely disclosure, in part by establishing an Investor Relations Unit, headed by Mr. Richard W. Jones, who has more than 10 years’ experience in this area. 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. Between reporting periods, the unit regularly meets with investors to communicate the policies and strategies of the Company so that investors have a good understanding of them. Investor Relations provides timely detailed information via the corporate website. The unit also reports to management about investors’ comments and concerns. Contact information for the Investor Relations Unit appears in this annual report or on the investor relations section of the corporate website http://www.thaibev.com/set/investor.html.


Corporate Social Responsibility Report 102

Annual Report - Thai Beverage Public Company Limited

In the belief that it is our duty to play an active role in national development, to better our society, and to assist those in need, Thai Beverage Public Company Limited (“ThaiBev”) has a long history of contribution to projects and activities to display our loyalty to the monarchy and improve society, education, sports, public health, safety, and dissemination of a good reputation for Thailand. The following accounts describe our major contributions in 2006: Loyalty to the Monarchy ThaiBev sponsored a grand exhibition to commemorate the 60th Anniversary of HM the King’s Accession to the Throne at Muang Thong Thani in Bangkok at a budget of Baht 30 million. It also supported celebration of the same event in Bangkok and at the Royal Flora Ratchaphruek Exposition in Chiang Mai, worth about Baht 60 million. In addition, it sponsored a singing contest of The Royal Anthem among secondary schools to commemorate the 60th Anniversary of HM the King’s Accession to the Throne at a budget of Baht 11 million. Helping Victims of Natural Disasters The distribution of 200,000 blankets to poor villagers in the northern region of Thailand during the cold season has been the Company’s flagship social contribution. Now in its seventh year, the program is worth Baht 30 million. ThaiBev also regularly donates money and drinking water to flood victims in various regions of the country. Education ThaiBev also spent over Baht 2 million to support community schools and other educational programs.


103

Sports ThaiBev continued its soccer development and training program for talented young Thai players with Everton coaches, as well as supporting the national team and local football clubs, at a budget of roughly GBP 250,000 (Baht 17.5 million) per year. ThaiBev also sponsored the Chang-Everton Cup soccer tournament for 12 schools in Ban Nam Khem, Phang-nga, southern Thailand, as part of the post-tsunami support in affected areas. This was one of the Prince of Wales’ International Business Leadership Forum tsunami support projects, worth some Baht 500,000. ThaiBev also supported other sports, including table-tennis, swimming, volleyball and snooker, under its sports development program at a budget of over Baht 18 million. Safety Together with the Highway Police Department, ThaiBev distributed 13,000 crash helmets to motorcyclists; put up “Don’t Drive Drunk” billboards around Bangkok and distributed 100,000 anti-drowsy driving car stickers to promote road safety and to prevent road accidents and injuries, at a budget of Baht 3 million under the ThaiBev Safe Driving Program. Public Health The Company built a health clinic in Kamphaengphet to serve the local community, supported by regular visits of doctors from Bangkok, at a budget of Baht 18.5 million. National Reputation ThaiBev adopted “Chawang”, a bull elephant at the Singapore Night Safari, and donated S$50,000 (Baht 1.25 million) to the Singapore Wildlife Conservation Fund. It also sponsored the Singapore Exchange’s annual Bull Run charity run and contributed S$100,000 (Baht 2.5 million) for underprivileged children and youths.


Audit Committee Report 104

Annual Report 2006 - Thai Beverage Public Company Limited

The Audit Committee of the Board of Directors (the Committee) is comprised of four directors named below. 1. Mr. Staporn Kavitanon 2. Mr. Kanung Luchai 3. Mr. Manu Leopairote 4. Mr. Ng Tat Pun

Chairman of the Audit Committee Member of the Audit Committee Member of the Audit Committee Member of the Audit Committee

Each member of the Committee is an independent director who meets the independence, experience and other qualification requirements of the Stock Exchange of Thailand and the Securities and Exchange Commission. The Committee has reviewed and discussed the Company’s audited financial statements with Management and KPMG Phoomchai Audit Limited, the Company’s external auditor for 2006, in order to express an opinion of the conformity on the Company’s audited financial statements with generally accepted accounting principles. The Committee also reviewed and expressed an opinion on audit plan as well as considered results of the audit from the Company’s internal audit division to ensure that the internal control system is adequate and appropriate. The Committee has recommended to the Board to propose the continuous nomination of KPMG Phoomchai Audit Limited as the Company’s external auditor for the year 2007 and the remuneration to the Ordinary General Meeting of Shareholders for approval. In reliance on the reviews and discussions referred to above, the Committee has its opinion that the Company has an adequate internal control and the Company’s financial statement is fairly presented in accordance with the generally accepted accounting principles.

Staporn Kavitanon Chairman of the Audit Committee February 26, 2007


Audit Report of Certified Public Accountant To the shareholders of Thai Beverage Public Company Limited

I have audited the accompanying consolidated and separate balance sheets as at 31 December 2006 and 2005, and the related statements of income, changes in shareholders’ equity and cash flows for the years then ended of Thai Beverage Public Company Limited and its subsidiaries, and of Thai Beverage Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial positions as at 31 December 2006 and 2005 and the results of operations and cash flows for the years then ended of Thai Beverage Public Company Limited and its subsidiaries, and of Thai Beverage Public Company Limited, respectively, in accordance with generally accepted accounting principles. Disclosure of significant differences between generally accepted accounting principles in Thailand and International Financial Reporting Standards is not a required part of the basic financial statements under generally accepted accounting principles in Thailand, but it is presented in Note 33 to the notes to financial statements for information purposes only. I have not audited or reviewed such information and therefore do not express any audit opinion or review report thereon. (Nirand Lilamethwat) Certified Public Accountant Registration No. 2316 KPMG Phoomchai Audit Ltd. Bangkok 27 February 2007

105


Thai Beverage Public Company Limited and its Subsidiaries

Balance Sheets 106

As at 31 December 2006 and 2005

Note

Consolidated 2006 2005

The Company 2006 2005

(Restated) Assets (in Baht) Current assets 6 1,919,576,970 3,397,994,012 15,622,582 18,562,884 Cash and cash equivalents 4,358,600 9,999,590 - - Current investments 7 1,317,930,493 1,463,650,900 - - Trade accounts receivable, net Short-term loans to and 5 64,334,648 157,680,524 16,536,017,371 15,041,591,940 amounts due from related parties 8 28,315,158,270 28,747,016,796 - - Inventories, net 9 1,914,238,542 2,572,998,766 16,988,878 9,556,739 Other current assets 33,535,597,523 36,349,340,588 16,568,628,831 15,069,711,563 Total current assets Non-current assets Investments accounted for using the equity method 10 135,490,042 128,781,575 69,391,025,129 68,045,384,180 Other long-term investments, net 11 3,753,619 4,462,473 - - Property, plant and equipment, net 12 49,532,143,469 50,027,842,938 845,926,385 751,334,172 Intangible assets, net 13 355,424,945 513,688,093 12,353,346 8,271,709 Other non-current assets, net 14 2,017,102,446 112,912,559 357,128,650 68,000 Total non-current assets 52,043,914,521 50,787,687,638 70,606,433,510 68,805,058,061 4 85,579,512,044 87,137,028,226 87,175,062,341 83,874,769,624 Total assets


107

Note

Consolidated 2006 2005

The Company 2006 2005

(Restated) Liabilities and shareholders’ equity (in Baht) Current liabilities Bank overdrafts and short-term 15 6,753,305,295 40,158,625,134 3,029,559,265 36,600,000,000 loans from financial institutions 16 2,275,670,644 1,691,136,338 - - Trade accounts payable 15 2,200,000,000 - 2,200,000,000 - Short-term guaranteed bonds Current portion of long-term 15 2,300,000,000 - 2,300,000,000 - guaranteed bonds 15 1,500,000,000 1,086,600,000 1,500,000,000 - Current portion of long-term loans Short-term loans from and 5 4,837,787,398 4,164,857,315 17,457,028,757 15,610,981,855 amounts due to related parties 2,180,870,323 2,528,980,543 47,791,738 97,049,614 Income tax payable 17 4,103,314,358 5,597,963,143 394,209,562 186,751,240 Other current liabilities 26,150,948,018 55,228,162,473 26,928,589,322 52,494,782,709 Total current liabilities Non-current liabilities 15 3,000,000,000 - 3,000,000,000 - Long-term guaranteed bonds Long-term loans from financial 15 3,755,000,000 - 3,755,000,000 - institutions Excess of share losses over costs 10 - - 937,917,181 677,227 of investments 120,008,188 194,362,158 - 13,281,250 Other non-current liabilities 6,875,008,188 194,362,158 7,692,917,181 13,958,477 Total non-current liabilities 4 33,025,956,206 55,422,524,631 34,621,506,503 52,508,741,186 Total liabilities

The accompanying notes are an integral part of these financial statements


Thai Beverage Public Company Limited and its Subsidiaries

Balance Sheets 108

As at 31 December 2006 and 2005

Note

Consolidated 2006 2005

The Company 2006 2005

(Restated) (in Baht) Shareholders’ equity 18 Share capital 29,000,000,000 29,000,000,000 29,000,000,000 29,000,000,000 Authorised share capital 25,110,025,000 22,000,000,000 25,110,025,000 22,000,000,000 Issued and paid-up share capital Difference arising from common 4 (17,141,406,365) (15,630,789,676) (17,141,406,365) (15,979,264,833) control transactions 19 Reserves 17,215,736,603 - 17,215,736,603 - Share premium (19,508,334) (5,341,471) (19,508,334) (5,341,471) Currency translation changes Fair value changes and 6,586,263,579 6,584,735,444 6,586,263,579 6,584,735,444 revaluation surpluses Retained earnings 19 1,700,000,000 1,110,000,000 1,700,000,000 1,110,000,000 Appropriated - legal reserve 19,102,445,355 17,655,899,298 19,102,445,355 17,655,899,298 Unappropriated 4 52,553,555,838 31,714,503,595 52,553,555,838 31,366,028,438 Total shareholders’ equity 85,579,512,044 87,137,028,226 87,175,062,341 83,874,769,624 Total liabilities and shareholders’ equity

The accompanying notes are an integral part of these financial statements


Thai Beverage Public Company Limited and its Subsidiaries

Statements of Income For the years ended 31 December 2006 and 2005

Note

109

Consolidated 2006 2005

The Company 2006 2005

(Restated) (in Baht) 5 Revenues 97,797,921,895 94,903,412,262 - - Revenue from sales 56,452,361 71,522,742 858,621,337 616,562,118 Interest income - - 3,432,470,973 2,349,829,494 Management fees 21 77,938,829 193,261,442 4,873,832 2,026,646 Other income Share of profits from investments 23,684,083 22,035,776 9,128,590,784 9,812,306,781 accounted for using the equity method 97,955,997,168 95,190,232,222 13,424,556,926 12,780,725,039 Total revenues 5 Expenses 69,325,121,958 65,187,736,555 - - Cost of sales 22 12,684,556,582 13,180,252,286 943,322,290 722,625,339 Selling and administrative expenses 82,009,678,540 78,367,988,841 943,322,290 722,625,339 Total expenses Profit before interest and 15,946,318,628 16,822,243,381 12,481,234,636 12,058,099,700 income tax expenses 1,568,651,172 1,741,805,230 2,253,267,473 1,775,183,024 Interest expense 4,322,890,312 4,743,184,044 149,318,356 150,137,320 Income tax expense 4 10,054,777,144 10,337,254,107 10,078,648,807 10,132,779,356 Net profit 4, 24 0.42 0.47 0.42 0.46 Basic earnings per share

The accompanying notes are an integral part of these financial statements


46,592,950 (15,630,789,676) (8,543,855) (8,543,855) (23,871,663) (32,415,518)

22,000,000,000 -

4

3,110,025,000 25,110,025,000

4 26 18

-

4 27,039,805 (17,141,406,365)

(1,505,240,976)

(9,645,998,710)

-

4

4

(17,693,932) (17,693,932) 204,474,751 186,780,819

(6,218,164,735)

-

22,000,000,000

Issued and Difference arising paid-up arising from common share capital control transactions

19

Note

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

Balance at 1 January 2005 Changes in shareholders' equity for 2005 Surplus on property revaluation Unrealised loss on investment Currency translation changes Net expense recognised directly in shareholders' equity Net proďŹ t Total recognised income and expense Consideration paid to shareholders of subsidiaries for the common control transactions Increase in share capital in subsidiaries before business restructuring Legal reserve Dividends Balance at 31 December 2005 Changes in shareholders' equity for 2006 Surplus on property revaluation Currency translation changes Net expense recognised directly in shareholders' equity Net proďŹ t Total recognised income and expense Consideration paid to shareholders of subsidiaries for the common control transactions Increase in share capital in subsidiaries before business restructuring Legal reserve Dividends Issue of share capital Balance at 31 December 2006

For the years ended at 31 December 2006 and 2005

Statements of Changes in Shareholders' Equity

Thai Beverage Public Company Limited and its Subsidiaries

17,215,736,603 17,215,736,603

-

-

_

-

-

_

(19,508,334)

-

(14,166,863) (14,166,863) (14,166,863)

(5,341,471)

-

(5,338,491) (5,338,491) (5,338,491)

(2,980)

Currency translation changes Share premium

6,586,263,579

-

1,528,135 1,528,135 1,528,135

6,584,735,444

590,000,000 1,700,000,000

-

-

1,107,500,000 1,110,000,000

-

-

2,500,000

(in Baht) 6,699,299,782 (114,483,767) (80,571) (114,564,338) (114,564,338)

Legal reserve

(590,000,000) (8,042,102,750) 19,102,445,355

-

10,078,648,807 10,078,648,807

(1,107,500,000) (2,640,000,000) 17,655,899,298

-

10,132,779,356 10,132,779,356

11,270,619,942

27,039,805 (8,042,102,750) 20,325,761,603 52,553,555,838

-

1,528,135 (22,710,718) (21,182,583) 10,054,777,144 10,033,594,561

46,592,950 (2,640,000,000) 31,714,503,595

(9,645,998,710)

(114,483,767) (80,571) (23,032,423) (137,596,761) 10,337,254,107 10,199,657,346

33,754,252,009

Total Unappropriated shareholders' equity

Retained earnings

Fair value changes and revaluation surpluses

Consolidated (2005 : Restated) Reserve


3,110,025,000 25,110,025,000

19

26 18

4

22,000,000,000

22,000,000,000

(1,162,141,532) (17,141,406,365)

(6,326,646,711) (15,979,264,833)

(6,218,164,735)

Issued and Difference arising paid-up arising from common share capital control transactions

19

Note

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

Balance at 1 January 2005 Changes in shareholders' equity for 2005 Surplus on property revaluation Unrealised loss on investment Currency translation changes Net expense recognised directly in shareholders' equity Net proďŹ t Total recognised income and expense Difference arising from common control transactions Legal reserve Dividends Balance at 31 December 2005 Changes in shareholders' equity for 2006 Surplus on property revaluation Currency translation changes Net expense recognised directly in shareholders' equity Net proďŹ t Total recognised income and expense Difference arising from common control transactions Legal reserve Dividends Issue of share capital Balance at 31 December 2006

For the years ended at 31 December 2006 and 2005

Statements of Changes in Shareholders' Equity

Thai Beverage Public Company Limited and its Subsidiaries

17,215,736,603 17,215,736,603

_

_

(14,166,863) (14,166,863) (14,166,863) (19,508,334)

(5,338,491) (5,338,491) (5,338,491) (5,341,471)

Currency translation changes Share premium

1,528,135 1,528,135 1,528,135 6,586,263,579

6,584,735,444

(114,483,767) (80,571) (114,564,338) (114,564,338)

Fair value changes and revaluation surpluses (in Baht) (2,980) 6,699,299,782

Reserve

The Company

590,000,000 1,700,000,000

1,107,500,000 1,110,000,000

2,500,000

Legal reserve

10,078,648,807 10,078,648,807 (590,000,000) (8,042,102,750) 19,102,445,355

10,132,779,356 10,132,779,356 (1,107,500,000) (2,640,000,000) 17,655,899,298

11,270,619,942

1,528,135 (14,166,863) (12,638,728) 10,078,648,807 10,066,010,079 (1,162,141,532) (8,042,102,750) 20,325,761,603 52,553,555,838

(114,483,767) (80,571) (5,338,491) (119,902,829) 10,132,779,356 10,012,876,527 (6,326,646,711) (2,640,000,000) 31,366,028,438

30,319,798,622

Total Unappropriated shareholders' equity

Retained earnings


Thai Beverage Public Company Limited and its Subsidiaries

Statements of Cash Flows 112

For the years ended 31 December 2006 and 2005

Note

Consolidated 2006 2005

The Company 2006 2005

(Restated) (in Baht) Cash flows from operating activities 10,054,777,144 10,337,254,107 10,078,648,807 10,132,779,356 Net profit 4,652,102,246 4,432,147,625 24,071,862 7,837,319 Adjustments for Depreciation and amortisation (56,452,361) (71,522,742) (858,621,337) (616,562,118) Interest income 1,568,651,172 1,741,805,230 2,253,267,473 1,775,183,024 Interest expense Amortisation of advance payments to 50,000,000 70,833,333 9,375,000 13,281,250 a specialist 354,960,794 179,217,640 - - Allowance for obsolete inventories - 921,096 - - Allowance for impairment loss on equipment Loss on sale and disposal of property, 4,734,397 80,027,724 50,309 - plant and equipment 11,720,775 15,879,762 16,321,434 - Unrealised loss on exchange rate 708,828 3,465,809 - - Loss on sale of investment - (1,135,640) - - Allowance for decline in value of investments Share of profits from investments (23,684,083) (22,035,776) (9,128,590,784) (9,812,306,781) accounted for using the equity method 4,322,890,312 4,743,184,044 149,318,356 150,137,320 Income tax expense 20,940,409,224 21,510,042,212 2,543,841,120 1,650,349,370

The accompanying notes are an integral part of these financial statements


113

Note Changes in operating assets and liabilities Trade accounts receivable Amounts due from related parties Inventories Other current assets Trade accounts payable Amounts due to related parties Other current liabilities Other non-current liabilities 28 Advance payments to a specialist Income taxes paid Net cash provided by operating activities

Consolidated 2006 2005

The Company 2006 2005

(Restated) (in Baht) 143,293,100 36,148,778 76,897,733 657,219,479 583,226,076 46,080,798 (1,637,370,959) (3,520,637) (2,000,000,000) (4,671,000,532) 14,171,383,060

The accompanying notes are an integral part of these financial statements

209,688,035 5,031,748,818 (354,909,409) 4,538,613,438 963,126,112 (7,432,139) (320,059,744) (229,335,116) 5,885,734 2,053,429,124 60,617,406 (25,705,031) - (375,000,000) (5,164,843,709) (198,576,232) 28,566,704,139 1,674,426,480

- (880,381,965) - (9,331,464) - 7,509,246 105,665,053 - - (62,476,074) 811,334,166


Thai Beverage Public Company Limited and its Subsidiaries

Statements of Cash Flows 114

For the years ended 31 December 2006 and 2005

Note

Consolidated 2006 2005

The Company 2006 2005

(Restated) (in Baht) Cash flows from investing activities 58,093,432 69,514,872 847,583,522 573,221,540 Interest received 16,975,616 23,385,005 8,055,408,868 5,235,676,477 Dividends received 5,640,990 (8,469,902) - - Current investments 40,850,000 376,838,008 (1,144,799,640) 1,656,000,000 Short-term loans to related parties Investments accounted for using - - (509,999,340) (535,046,490) the equity method Consideration paid to shareholders of subsidiaries for the common control (1,505,240,976) (9,645,998,710) - (9,619,911,346) transactions Increase in share capital in subsidiaries 27,039,805 46,592,950 - - before business restructuring 26 1,111,381,960 - - Sale of long-term investments (4,038,539,449) (7,302,013,424) (111,780,397) (68,425,187) Purchase of property, plant and equipment 50,253,932 581,007,562 58,906 - Sale of property, plant and equipment (13,060,373) (73,555,660) (6,666,764) (8,206,360) Purchase of intangible assets (25,023,220) 9,626,623 (4,716,900) (68,000) Other non-current assets Net cash provided by (used in) (5,383,010,217) (14,811,690,716) 7,125,088,255 (2,766,759,366) investing activities

The accompanying notes are an integral part of these financial statements


115

Note

Consolidated 2006 2005

The Company 2006 2005

(Restated) (in Baht) Cash flows from financing activities Interest paid (1,420,545,600) (1,741,800,683) (2,086,173,156) (1,731,616,587) Dividends paid 26 (8,042,102,750) (2,640,000,000) (8,042,102,750) (2,640,000,000) Bank overdrafts and short-term loans from financial institutions (33,405,319,840) (5,223,957,520) (33,570,440,734) (1,528,565,682) Proceeds from short-term guaranteed bonds 4,700,000,000 - 4,700,000,000 - Repayment of short-term guaranteed bonds (2,500,000,000) - (2,500,000,000) - Short-term loans from related parties 629,727,420 (514,822,212) 1,815,500,000 7,856,400,000 Proceeds from long-term guaranteed bonds 5,300,000,000 - 5,300,000,000 - Proceeds from long-term loans from financial insitutions 26,600,000,000 - 26,600,000,000 - Repayment of long-term loans from financial insitutions (22,431,600,000) (1,320,000,000) (21,345,000,000) - Proceeds from issue of shares 18 20,325,761,603 - 20,325,761,603 Net cash provided by (used in) financing activities (10,244,079,167) (11,440,580,415) (8,802,455,037) 1,956,217,731 Currency translation changes 19 (22,710,718) (23,032,423) - - Net increase (decrease) in cash and cash equivalents (1,478,417,042) 2,291,400,585 (2,940,302) 792,531 Cash and cash equivalents at beginning of year 3,397,994,012 1,106,593,427 18,562,884 17,770,353 Cash and cash equivalents at end of year 6 1,919,576,970 3,397,994,012 15,622,582 18,562,884

The accompanying notes are an integral part of these financial statements


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 116

For the years ended 31 December 2006 and 2005

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Contents General information Basis of preparation of the financial statements Significant accounting policies Business restructuring Related party transactions and balances Cash and cash equivalents Trade accounts receivable Inventories Other current assets Investments accounted for using the equity method Other long-term investments Property, plant and equipment Intangible assets Other non-current assets Interest-bearing liabilities Trade accounts payable Other current liabilities Share capital Reserves Segmental information Other income Selling and administrative expenses Personnel expenses Earnings per share Promotional privileges Dividends Financial instruments Commitments Litigation Events after the balance sheet date Reclassification of accounts New and revised accounting standards not yet adopted Significant differences between Thai GAAP and IFRS


117

These notes form an integral part of the financial statements. The financial statements were authorised for issue by the directors on 27 February 2007. 1. General Information Thai Beverage Public Company Limited, the “Company”, is incorporated and registered as a public company in Thailand on 29 October 2003. The registered office of the Company is at 14 Vibhavadi Rangsit Road, Chomphon, Chatuchak, Bangkok. The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May 2006. The principal activities of the Company and its subsidiaries are the production, distribution and marketing of alcoholic and non-alcoholic beverages, industrial alcohol and other by-products. Details of the Company’s subsidiaries are as follows: Country of Ownership Interest Type of Business Incorporation 2006 2005 (%) (%) Direct subsidiaries 1. Beer Thai (1991) PCL. Beer brewery Thailand 100.00 100.00 2. Beer Thip Brewery (1991) Co., Ltd. Beer brewery Thailand 100.00 100.00 3. Sangsom Co., Ltd. Spirits distillery Thailand 100.00 100.00 4. Fuengfuanant Co., Ltd. Spirits distillery Thailand 100.00 100.00 5. Mongkolsamai Co., Ltd. Spirits distillery Thailand 100.00 100.00 6. Thanapakdi Co., Ltd. Spirits distillery Thailand 100.00 100.00 7. Kanchanasingkorn Co., Ltd. Spirits distillery Thailand 100.00 100.00 8. Sura Bangyikhan Co., Ltd. Spirits distillery Thailand 100.00 100.00 100.00 100.00 9. Athimart Co., Ltd. Spirits distillery Thailand 100.00 100.00 10. S.S. Karnsura Co., Ltd. Spirits distillery Thailand 100.00 100.00 11. Kankwan Co., Ltd. Spirits distillery Thailand 12. Theparunothai Co., Ltd. Spirits distillery Thailand 100.00 100.00 13. Red Bull Distillery (1988) Co., Ltd. Spirits distillery Thailand 100.00 100.00


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 118

For the years ended 31 December 2006 and 2005

Country of Ownership Interest Type of Business Incorporation 2006 2005 (%) (%) Thailand 14. United Winery and Distillery Co., Ltd. Spirits distillery 100.00 100.00 Thailand 15. Simathurakij Co., Ltd. Spirits distillery 100.00 100.00 Thailand 16. Nateechai Co., Ltd. Spirits distillery 100.00 100.00 Thailand 17. Luckchai Liquor Trading Co., Ltd. Spirits distillery 100.00 100.00 Thailand 18. Sura Piset Thipparat Co., Ltd.* Spirits distillery 100.00 100.00 Thailand 19. Thai Alcohol PCL. Alcohol distillery 100.00 100.00 Thailand 20. Pomthip Co., Ltd. Beer distributor 100.00 100.00 Thailand 21. Pomkit Co., Ltd. Beer distributor 100.00 100.00 Thailand 22. Pomkung Co., Ltd. Beer distributor 100.00 100.00 Thailand 23. Pomchok Co., Ltd. Beer distributor 100.00 100.00 Thailand 24. Pomcharoen Co., Ltd. Beer distributor 100.00 100.00 Thailand 25. Pomburapa Co., Ltd. Beer distributor 100.00 100.00 Thailand 26. Num Yuk Co., Ltd. Spirits distributor 100.00 100.00 27. Num Kijjakarn Co., Ltd. Spirits distributor Thailand 100.00 100.00 28. Num Palang Co., Ltd. Spirits distributor Thailand 100.00 100.00 100.00 100.00 29. Num Muang Co., Ltd. Spirits distributor Thailand 30. Num Nakorn Co., Ltd. Spirits distributor Thailand 100.00 100.00 31. Num Thurakij Co., Ltd. Spirits distributor Thailand 100.00 100.00 Thailand 100.00 100.00 32. Thipchalothorn Co., Ltd. Beer and sprits agency Thailand 33. Krittayabun Co., Ltd. Beer and sprits agency 100.00 100.00 Thailand 34. Surathip Co., Ltd. Spirits agency 100.00 100.00 Thailand 35. Sunthronpirom Co., Ltd. Spirits agency 100.00 100.00 Thailand 36. Piromsurang Co., Ltd. Spirits agency 100.00 100.00 Thailand 37. Bionic Humus Co., Ltd. Trading of fertilizer 100.00 100.00 Thailand 38. Maharas Agri Co., Ltd. Japanese rice farming 100.00 100.00 39. Thai Molasses Co., Ltd. Trading of molasses Thailand 99.72 99.72 Thailand 40. Additive Food Co., Ltd. Trading of feeds 100.00 100.00 41. Pan International (Thailand) Co., Ltd. Trading of equipment and supplies Thailand 100.00 100.00 Thailand 42. Charun Business 52 Co., Ltd. Brick producer 100.00 100.00 Thailand 43. Thai Cooperage Co., Ltd. Oak barrel producer 100.00 100.00 44. Bang-Na Logistic Co., Ltd. Trading of bottles Thailand 100.00 100.00


119

Country of Ownership Interest Type of Business Incorporation 2006 2005 (%) (%) 100.00 100.00 45. Sahatipkarnkonsong Co., Ltd. Transportation Thailand 46. Thai Beverage Marketing Co., Ltd. Import and export spirits for 100.00 100.00 trading/ international marketing Thailand 100.00 100.00 Thailand 47. Dhanasindhi Co., Ltd. Construction 100.00 100.00 Thailand 48. Dhospaak Co., Ltd. Advertising agency 49. International Beverage Holdings Ltd. Holding company Hong Kong 100.00 100.00 100.00 100.00 Thailand 50. Cosmos Brewery (Thailand) Co., Ltd. ** Beer brewery 100.00 100.00 Thailand 51. T.C.C. Cosmo Corporation Ltd. ** Trademark holding Trademark holding and production 52. Beer Chang Co., Ltd. ** 100.00 100.00 Thailand of concentrate materials Trademark holding and production 53. Archa Beer Co., Ltd. ** 100.00 Thailand 100.00 of concentrate materials (%) (%) Indirect subsidiaries 99.90 99.90 54. Thai Thum Distillery Co., Ltd. # Trading of spirits Thailand 100.00 100.00 55. Sura Piset Sahasan Co., Ltd. # Production and distribution of spirits Thailand 100.00 100.00 56. Sura Piset Sampan Co., Ltd. # Production and distribution of spirits Thailand 100.00 100.00 57. Sura Piset Phatra Lanna Co., Ltd. # Production and distribution of spirits Thailand 100.00 100.00 Thailand 58. Muangkij Co., Ltd. # Import of oak woods 100.00 100.00 Thailand 59. Sint Ek Panich Co., Ltd. # Mining 100.00 100.00 60. Pan Alcohol Co., Ltd. # Production and distribution of vinegar Thailand 100.00 100.00 Thailand 61. Banglen Agriculture Co., Ltd. # Agriculture 100.00 100.00 62. Vitayathan Co., Ltd. Environmental public relations Thailand 100.00 100.00 63. InterBev (Singapore) Limited Trading of alcoholic beverages Singapore 100.00 - 64. InterBev (Cambodia) Co., Ltd. Trading of alcoholic beverages Cambodia 100.00 - 65. InterBev Malaysia Sdn. Bhd. Trading of alcoholic beverages Malaysia 66. InterBev USA Inc. Trading of alcoholic beverages United States 100.00 - of America - 67. Best Spirits Company Limited*** Trading of alcoholic beverages Hong Kong 100.00 - 68. Pacific Spirits (UK) Limited*** Holding company United Kingdom 100.00


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 120

For the years ended 31 December 2006 and 2005

Country of Ownership Interest Type of Business Incorporation 2006 2005 (%) (%) Subsidiaries of indirect subsidiaries**** 69. Blairmhor Limited - Production and distribution of spirits United Kingdom 100.00 - Production and distribution of spirits United Kingdom 100.00 70. Inver House Distillers Limited - 71. Blairmhor Distillers Limited Spirits distillery United Kingdom 100.00 100.00 - 72. Wee Beastie Limited Trading of alcoholic beverages United Kingdom - 73. Speyburn-Glenlivet Distillery Company Limited # Dormant United Kingdom 100.00 - 74. The Knockdhu Distillery Company Limited # Dormant United Kingdom 100.00 - 75. The Pulteney Distillery Company Limited # Dormant United Kingdom 100.00 - 76. The Balblair Distillery Company Limited # Dormant United Kingdom 100.00 - 77. R. Carmichael & Sons Limited # Dormant United Kingdom 100.00 - 78. J MacArthur Junior & Company Limited # Dormant United Kingdom 100.00 - 79. Mason & Summers Limited # Dormant United Kingdom 100.00 - 80. Hankey Bannister Limited # Dormant United Kingdom 100.00 - 81. James Catto & Company Limited # Dormant United Kingdom 100.00 - 82. Glen Calder Blenders Limited # Dormant United Kingdom 100.00 83. Moffat & Towers Limited # - (Formerly: Blairmhor Blender Limited) Dormant United Kingdom 100.00 (%) (%) Associates of indirect subsidiaries***** - 84. Liquorland Limited Off licences United Kingdom 49.00 40.00 - 85. Inver House Polska Limited # Spirits distillery Poland 50.00 - 86. Inver House Distribution SA # Spirits distillery France * These subsidiaries were changed from indirect subsidiaries to direct subsidiaries in 2006. ** These subsidiaries were transferred from ultimate controlling shareholder controlled the business to the Company in 2005. *** These subsidiaries were transferred from ultimate controlling shareholder controlled the business to the Company in 2006. **** Subsidiaries of Pacific Spirits (UK) Limited ***** Associates of Pacific Spirits (UK) Limited # These are currently non-trading.


2. Basis of preparation of the financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand. The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest million, unless otherwise stated. They are prepared on the historical cost basis except for the following assets which are stated at fair value: land and investments in available-for-sale securities. The preparation of financial statements in conformity with TAS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. 3. Significant 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 interest in associates. Significant intra-group transactions between the Company and its subsidiaries are eliminated on consolidation. Subsidiaries Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of a company 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.

Associates Associates are those companies in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, 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 associate, the Group’s carrying amount is

121


122

reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Business combinations Business combinations involving businesses under common control have been accounted for in a manner similar to a pooling of interests, whereby the assets, liabilities and contingent liabilities transferred have been accounted for at book values. Business combinations are accounted for using the purchase method. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. (b) Foreign currencies Foreign currency transactions Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income. Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions. Foreign entities The assets and liabilities of foreign entities are translated to Thai Baht at the average foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign entities 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 a separate component of equity until disposal of the investments. (c) Derivative financial instruments Forward exchange contracts are treated as off-balance sheet items. (d) Cash and cash equivalents Cash and cash equivalents 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 receivables (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 stated at the lower of cost and net realisable value. Cost of raw material, packaging materials, work in progress and finished goods is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of overheads based on normal operating capacity. 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) Investments Investments in subsidiaries and associates Investments in subsidiaries in the separate financial statements of the Company are accounted for using the equity method. Investments in associates in the consolidated financial statements of the Company are accounted for using the equity method. Investments in other equity securities Marketable equity securities are classified as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity. The exceptions are impairment losses, which are recognised in the statement of income. Equity securities which are not marketable are stated at cost less impairment losses. The fair value of financial instruments classified as available-for-sale is determined as the quoted bid price at the balance sheet date. Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in the statement of income. (h) 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.

123


124

Property that is being constructed or developed for future use is classified as property, plant and equipment and stated at cost until construction or development is complete. 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 the statement of income. 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 balance sheet date. Any increase in value, on revaluation, is credited to equity under the heading “revaluation surplus� unless it offsets a previous decrease in value recognised in the statement of income in respect of the same asset. A decrease in value is recognised in the statement of income to the extent it exceeds an increase previously recognised in equity in respect of the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred from equity to retained earnings and is not taken into account in calculating the gain or loss on disposal.

Subsequent expenditure Subsequent expenditure relating to an item of property, plant and equipment is added to the carrying amount of the asset when it is probable that the future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. Depreciation Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows: Land improvement 5-20 years Building and structures 5-40 years Building improvements 5-20 years Machinery and equipment 4-40 years Oak barrels 10-20 years Furniture, fixtures and office equipment 3-10 years Vehicles 5-10 years


No depreciation is provided on freehold land and assets under construction. (i) Intangible assets Goodwill Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired. Goodwill is stated at cost less accumulated amortisation and impairment loss. Other intangible assets Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Amortisation Amortisation is charged to the statement of income on a straight-line and unit of production basis over the estimated useful lives of the assets. Intangible assets are amortised from the date that they are available for use. The estimated useful lives are as follows: Trademark 10 years (straight-line method) Computer software 3-10 years (straight-line method) Broadcasting rights 4 years (unit of production method) Leasehold Lease term (straight-line method) Goodwill 20 years (straight-line method) (j) Impairment The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognised in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. (k) 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 the statement of income over the period of the borrowings on an effective interest basis. (l) Trade and other accounts payable Trade and other accounts payable (including balances with related parties) are stated at cost.

125


126

(m) Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, 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, where appropriate, the risks specific to the liability. (n) 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 shareholder 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 shareholders’ equity until disposal of the investment. (o) Revenue Revenue excludes value added taxes or other sales taxes and is arrived at after deduction of trade discounts. Sale of goods and services rendered Revenue is recognised in the statement of income 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 the statement of income by reference to the stage of completion of the contract activity at the balance sheet 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 When the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in the statement of income by reference to the stage of completion of the contract activity at the balance sheet date. The stage of completion is assessed the percentage of completion method, which is measured by the project engineer. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense in the statement of income. Interest and dividend income Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Company’s / the Group’s right to receive payments is established which in the case of quoted securities is usually the ex-dividend date.


(p) Expenses Operating leases Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease. Lease incentives received are recognised in the statement of income as an integral part of the total lease payments made. Contingent rentals are charged to the statement of income in the accounting period in which they are incurred.

Finance costs Interest expenses and similar costs are charged to the statement of income in the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognised in the statement of income using the effective interest rate method. Research and development Research and development costs, including costs of developing new drinks products and package design is expensed in the period in which it is incurred. Other income and expenses are recognised on an accrual basis. (q) Income tax Income tax on the profit or loss for the year comprises current tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. 4. Business restructuring The Company was formed in 2003 to combine the separate beverages businesses of the ultimate controlling shareholder group, the Siriwadhanabhakdi family, which were held as part of the operations of 89 separate companies, into a single group of companies. Of these, 65 businesses were transferred between 2003 and 2004, four businesses were transferred during 2005 and 20 businesses were transferred during 2006. Prior to the restructuring these business were under the common control of the ultimate controlling shareholder of the Company. As the same ultimate controlling shareholder controlled the businesses and operations transferred to the Company both before and after the recent restructuring, the consolidated financial statements have been prepared on the basis of a business combination involving entities and businesses under common control. Accordingly, the transfer of businesses and operations has been accounted for in a manner similar to a pooling of interests and the assets, liabilities and contingent liabilities transferred have been accounted for at book values. 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 were not under common control, whereby net identifiable assets were measured at their fair value) was recorded as “Difference arising from common control transactions�, which is shown as a reduction in shareholders’ equity.

127


128

In preparing the consolidated financial statements, those assets, liabilities, revenues and expenses that are clearly applicable to the businesses and operations transferred are included in the consolidated financial statements and are stated at their carrying values, after adjusting for intercompany transactions and transactions with the ultimate controlling shareholder. Expenses for which the specific identification method was not practical have been allocated on a percentage of sales basis. Management believes that this is a reasonable basis of estimating what the expenses would have been on a standalone basis. In 2005, the Group entered into four transfer transactions involving entities under common control, namely the transfer of Cosmos Brewery (Thailand) Co., Ltd., T.C.C. Cosmo Corporation Ltd., Beer Chang Co., Ltd. and Archa Beer Co., Ltd. from the ultimate controlling shareholder, who controlled the businesses and operations of the four companies transferred to the Group both before and after the transfer. Accordingly, the transfer of businesses and operations has been accounted for in a manner similar to a pooling of interests, as previously applied to similar transactions in 2003. As such, the Company has prepared the consolidated financial statements as if the transfers were completed at the beginning of the earliest period presented. The result of the transfer was an increase in “Difference arising from common control transactions” of Baht 6,326.65 million. This represents the difference between consideration of Baht 9,646 million paid to the ultimate controlling shareholder of the Group and the carrying amounts of net identifiable assets of the four companies at the date of the transfer of Baht 3,319.35 million. Subsequently, in 2006, a further 20 entities were transferred to the Group in transactions involving entities under common control, namely Pacific Spirits (UK) Limited (consisting of 15 subsidiaries and 3 associates) and Best Spirits Company Limited. The result of the transfer was an increase in “Difference arising from common control transactions” of Baht 1,162.14 million. This represents the difference between consideration of Baht 1,505.24 million paid to the ultimate controlling shareholder of the Group and the carrying amounts of net identifiable assets of the two companies at the date of the transfer of Baht 343.10 million. During the year 2006 and 2005, prior to being transferred to the Company, certain businesses, now subsidiaries of the Company, increased their share capital in the amount of Baht 27.04 million and Baht 46.59 million, respectively. The currency translation change reserves of those subsidiaries amounted to Baht 8.54 million and Baht 17.69 million, respectively. The profits (losses) of such entities transferred prior to restructuring amounted to Baht (23.87) million and Baht 204.47 million, respectively.

Restatement The consolidated financial statements for the year ended 31 December 2005 have been restated as a result of 20 transactions involving entities under common control, which occurred in 2006 and were accounted for in a manner similar to a pooling of interest method. The effects of the restatement on the consolidated balance sheet as at 31 December 2005 and the consolidated statement of income for the year ended 31 December 2005 are summarised as follows:


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. For the years ended 31 December 2006 and 2005

Balance sheet Total assets Total liabilities Difference arising from common control transactions Shareholders’ equity

129

Balance previously reported

81,211.38 49,845.35 (15,979.26) 31,366.03

Statement of income Net profit Basic earnings per share (Baht)

Results previously reported 10,409.37

0.47

Consolidated 2005 Effect of the restatement (in million Baht) 5,925.65 5,577.17 348.47 348.47

Effect of the restatement (in million Baht) (72.12) -

Balance after restatement 87,137.03 55,422.52 (15,630.79) 31,714.50 Results after restatement 10,337.25 0.47

5. Related party transactions and balances Related parties are those parties linked to the Group and the Company by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market prices exist, at contractually agreed prices. The pricing policies for particular types of transactions are explained further below: Pricing policies Sale of finished goods Agreed prices which approximate market prices Purchase of raw materials Agreed prices which approximate market prices Purchase of services Contractual prices Purchase and sale of property, plant and equipment Contractual prices Purchase and sale of investments Contractual prices Interest income and expense Rate as mutually agreed by shareholders with reference interest rates quoted by domestic commercial banks


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 130

For the years ended 31 December 2006 and 2005

Transactions for the years ended 31 December 2006 and 2005 with related parties were summarised as follows: Consolidated The Company 2006 2005 2006 2005 (in million Baht) Revenues Revenue from sales 145.84 382.22 - - Service income 32.63 9.03 3,432.47 2,349.83 Interest income 0.02 27.45 843.88 615.87 Other income 18.30 24.96 4.87 1.92 Share of profits from investments accounted for 23.68 22.04 9,128.59 9,812.31 using the equity method Expenses Purchase of raw materials and packaging 4,800.28 4,067.74 - - Production service fees 1.99 10.70 - - Overhead costs 175.23 235.86 - - Interest expense 109.00 103.13 885.51 356.91 Other expenses 274.21 249.82 - - Directors’ remuneration 264.76 250.93 254.73 218.04 Others Sale of investments - 1,108.98 - - Sale of property - 474.83 - - Sale of plant and equipment 0.66 52.02 - - Consideration paid for common control transactions 1,505.24 9,646.00 - 9,619.91 Purchase of investments - - 110.00 - Purchase of property - 491.35 - - Purchase of equipment and others 3.76 17.36 - 27.85


131

Balances as at 31 December 2006 and 2005 with related parties were as follows: Trade accounts receivable (being part of trade accounts receivable in the balance sheets)

PS Recycle Co., Ltd. Madrigal Trading Ltd. Pisetkij Co., Ltd. Oishi Trading Co., Ltd. U W D Marketing Co., Ltd. Others Total

Consolidated The Company 2006 2005 2006 2005 (in million Baht)

6.67 5.74 3.85 2.57 - 2.25 21.08

8.83 - 6.49 - 34.15 1.80 51.27

- - - - - - _

- - - - - - _


Thai Beverage Public Company Limited and its Subsidiaries

Subsidiaries Beer Thai (1991) PCL. Beer Thip Brewery (1991) Co., Ltd. Sangsom Co., Ltd. Fuengfuanant Co., Ltd. Thanapakdi Co., Ltd. Mongkolsamai Co., Ltd. Kanchanasingkorn Co., Ltd. Sura Piset Thipparat Co., Ltd. Sura Bangyikhan Co., Ltd. Athimart Co., Ltd. S.S. Karnsura Co., Ltd. Kankwan Co., Ltd. Theparunothai Co., Ltd. United Winery and Distillery Co., Ltd. Red Bull Distillery (1988) Co., Ltd. Simathurakij Co., Ltd. Nateechai Co., Ltd. Luckchai Liquor Trading Co., Ltd. Thai Alcohol PCL. Thipchalothorn Co., Ltd. Krittayabun Co., Ltd. Surathip Co., Ltd. Sunthronpirom Co., Ltd. Piromsurang Co., Ltd Num Yuk Co., Ltd. Num Thurakij Co., Ltd.

Short-Term Loans to and Amounts Due from Related Parties

For the years ended 31 December 2006 and 2005

Notes to The Financial Statements.

-

Short-term loans to

-

2006

Amounts due from

-

-

Short-term loans to Total

Consolidated

-

2005

Amounts due from

-

3,625.70 412.00 760.20 1,919.00 329.60 2,961.80 670.00 694.40 1,160.40 680.00 85.30 -

(in million Baht)

Short-term loans to Total

135.86 145.64 46.67 11.74 4.39 3.24 6.40 1.82 44.85 12.67 12.52 14.86 10.53 6.69 32.33 8.74 11.59 10.64 13.91 202.47 190.32 71.60 61.35 14.00 66.66 30.18

2006

Amounts due from

3,761.56 145.64 46.67 11.74 4.39 3.24 418.40 762.02 1,963.85 12.67 12.52 344.46 10.53 6.69 2,994.13 678.74 705.99 1,171.04 693.91 287.77 190.32 71.60 61.35 14.00 66.66 30.18

4,693.50 1,036.00 2,261.80 666.10 2,565.80 220.00 575.00 975.40 60.00 -

Short-term loans to Total

The Company

65.20 67.31 97.29 15.26 5.19 3.73 10.87 20.83 14.74 14.41 18.83 12.80 9.04 16.16 2.59 13.87 4.80 2.53 130.70 132.09 119.79 30.14 28.31 84.24 44.04

2005

Amounts due from

4,758.70 67.31 97.29 15.26 5.19 3.73 1,046.87 2,282.63 14.74 14.41 684.93 12.80 9.04 2,581.96 222.59 588.87 980.20 62.53 130.70 132.09 119.79 30.14 28.31 84.24 44.04

Total


Thai Beverage Public Company Limited and its Subsidiaries

Subsidiaries (continued) Num Muang Co., Ltd. Num Nakorn Co., Ltd. Num Palang Co., Ltd. Num Kijjakarn Co., Ltd. Pomthip Co., Ltd. Pomkit Co., Ltd. Pomkung Co., Ltd. Pomchok Co., Ltd. Pomcharoen Co., Ltd. Pomburapa Co., Ltd. Bionic Humus Co., Ltd. Maharas Agri Co., Ltd. Sahatipkarnkonsong Co., Ltd. Dhospaak Co., Ltd. Bang-Na Logistic Co., Ltd. Thai Beverage Marketing Co., Ltd. International Beverage Holdings Ltd. Total subsidiaries

Short-Term Loans to and Amounts Due from Related Parties

For the years ended 31 December 2006 and 2005

Notes to The Financial Statements.

_

Short-term loans to

_

2006

Amounts due from

_

_

Short-term loans to Total

Consolidated

_

2005

Amounts due from

23.00 13.30 50.00 - 1,483.77 _ 14,868.47

(in million Baht)

Short-term loans to Total

Short-term loans to Total

46.67 46.67 24.55 24.55 38.91 38.91 89.36 89.36 37.32 37.32 106.68 106.68 39.84 39.84 47.81 47.81 20.92 20.92 35.35 35.35 0.12 23.12 17.00 0.06 13.36 3.80 50.00 120.00 185.50 310.00 50.00 8.29 1,492.06 1,667.55 16,536.02 13,739.90

2006

Amounts due from

The Company

Total

65.02 65.02 34.01 34.01 55.60 55.60 119.29 119.29 11.06 11.06 15.96 15.96 9.98 9.98 10.74 10.74 5.85 5.85 7.80 7.80 0.05 17.05 0.02 3.82 120.00 0.02 185.52 1.32 311.32 0.21 50.21 1,301.69 15,041.59

2005

Amounts due from


Short-term loans to

_ _

Short-Term Loans to and Amounts Due from Related Parties

Related companies Plastic Agachon Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. The Cholburi Sugar Corp. Ltd. The Mae Wang Sugar Industry Co., Ltd. The Uttaradit Sugar Industry Co., Ltd. Surasate (2005) Co., Ltd. Padermchai Co., Ltd. TCC ARGO Co., Ltd. Pisetkij Co., Ltd. Thai Glass Industries Co., Ltd. Thai Charoen Insurance PCL. Southeast Assurance (2000) Co., Ltd. New Noble Property And Loan Fund Dynamic Assets Property and Loan Fund Best Spirits (China) Co., Ltd. T.C.C. Ningbo Best Spirits Co., Ltd. Sukhothai Marketing Co., Ltd. Others Total related companies Total

For the years ended 31 December 2006 and 2005

Notes to The Financial Statements.

Thai Beverage Public Company Limited and its Subsidiaries

12.03 7.97 6.52 6.67 0.01 1.96 6.87 1.46 1.81 1.75 3.55 13.04 0.69 64.33 64.33

2006

Amounts due from

12.03 7.97 6.52 6.67 0.01 1.96 6.87 1.46 1.81 1.75 3.55 13.04 0.69 64.33 64.33

40.85 40.85 40.85

Short-term Total loans to

Consolidated

3.10 10.50 7.93 3.86 7.03 38.50 21.75 3.25 1.22 0.44 1.21 0.06 0.30 2.56 13.30 1.18 0.64 116.83 116.83

2005

Amounts due from

43.95 10.50 7.93 3.86 7.03 38.50 21.75 3.25 1.22 0.44 1.21 0.06 0.30 2.56 13.30 1.18 0.64 _ 157.68 157.68 14,868.47

(in million Baht)

Short-term Total loans to

Short-term Total loans to

_ _ _ 1,667.55 16,536.02 13,739.90

2006

Amounts due from

The Company

Total

_ _ 1,301.69 15,041.59

2005

Amounts due from


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. For the years ended 31 December 2006 and 2005

135

Movements during the years on short-term loans to related parties were as follows:

At 1 January Increase Decrease At 31 December

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 40.85 - (40.85) _

417.69 6,483.15 (6,859.99) 40.85

13,739.90 13,572.80 (12,444.23) 14,868.47

15,395.90 15,588.28 (17,244.28) 13,739.90

Trade accounts payable (being part of trade accounts payable in the balance sheets)

Berli Jucker PCL. Thai Beverage Can Ltd. Pisetkij Co., Ltd. PS Recycle Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. Yunnan Yunlinquan Liquor Co., Ltd. Others Total

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 553.92 126.04 59.58 74.11 3.35 - 2.31 819.31

273.74 97.00 58.78 75.98 - 8.15 7.47 521.12

- - - - - - - _

- - - - - - - _


Short-term loans to

-

Short-Term Loans from and Amounts Due to Related Parties

Subsidiaries Beer Thip Brewery (1991) Co., Ltd. Sangsom Co., Ltd. Fuengfuanant Co., Ltd. Thanapakdi Co., Ltd. Mongkolsamai Co., Ltd. Athimart Co., Ltd. S.S. Karnsura Co., Ltd. Theparunothai Co., Ltd. United Winery and Distillery Co., Ltd. Thipchalothorn Co., Ltd. Krittayabun Co., Ltd. Surathip Co., Ltd. Sunthronpirom Co., Ltd. Piromsurang Co., Ltd Num Yuk Co., Ltd. Num Thurakij Co., Ltd. Num Muang Co., Ltd. Num Nakorn Co., Ltd. Num Palang Co., Ltd. Num Kijjakarn Co., Ltd. Thai Molasses Co., Ltd. Thai Cooperage Co., Ltd. Cosmos Brewery (Thailand) Co., Ltd. Pomthip Co., Ltd. Pomkit Co., Ltd.

For the years ended 31 December 2006 and 2005

Notes to The Financial Statements.

Thai Beverage Public Company Limited and its Subsidiaries

-

2006

Amounts due from

-

-

Short-term Total loans to

Consolidated

-

2005

Amounts due from

-

3,489.00 1,052.00 200.00 130.00 92.00 193.40 396.00 286.00 394.00 686.00 473.40 594.30 1,201.30 772.50 120.00 175.30 170.00 125.80 94.70 1,248.95 83.00 176.50 2,097.00 444.80 1,603.10

(in million Baht)

Short-term Total loans to

17.78 4.58 0.80 0.28 0.08 0.59 1.46 1.14 2.01 2.36 3.57 2.68 5.66 3.78 0.33 0.66 0.87 0.30 0.05 5.48 0.10 0.80 10.69 2.09 6.88

2006

Amounts due from

3,506.78 1,056.58 200.80 130.28 92.08 193.99 397.46 287.14 396.01 688.36 476.97 596.98 1,206.96 776.28 120.33 175.96 170.87 126.10 94.75 1,254.43 83.10 177.30 2,107.69 446.89 1,609.98

990.00 2,263.00 140.00 20.00 135.00 180.00 329.60 311.00 212.00 710.00 916.00 1,053.80 795.00 352.00 284.00 530.60 171.50 236.00 1,211.10 60.00 9.50 2,050.00 388.00 255.00

Short-term Total loans to

The Company

3.08 9.05 0.55 0.03 0.57 0.71 1.40 0.95 0.90 3.03 3.56 4.23 3.19 0.37 0.74 1.19 0.41 0.54 4.30 0.07 0.04 7.08 1.35 0.46

2005

Amounts due from

993.08 2,272.05 140.55 20.03 135.57 180.71 331.00 311.95 212.90 713.03 919.56 1,058.03 798.19 352.37 284.74 531.79 171.91 236.54 1,215.40 60.07 9.54 2,057.08 389.35 255.46

Total


4,615.23 4,615.23 4,615.23

_

Subsidiaries (continued) Pomkung Co., Ltd. Pomchok Co., Ltd. Pomcharoen Co., Ltd. Pomburapa Co., Ltd. Additive Food Co., Ltd. Beer Chang Co., Ltd. Archa Beer Co., Ltd. Pan International(Thailand) Co., Ltd. Dhospaak Co., Ltd. International Beverage Holdings Ltd. Total subsidiaries

Related companies T.C.C. Technology Co., Ltd. South East Capital Co., Ltd. T.C.C. Property Development Co., Ltd. Plaza Athenee Hotel (Thailand) Co., Ltd. Thai Charoen Insurance PCL. Southeast Assurance (2000) Co., Ltd. Queen’s Park Hotel Group Co., Ltd. Indara Insurance Public Co., Ltd. Mae Ping Hotel (1988) Limited Great Oriole Limited Others Total related companies Total

Short-term loans to

Short-Term Loans from and Amounts Due to Related Parties

For the years ended 31 December 2006 and 2005

Notes to The Financial Statements.

Thai Beverage Public Company Limited and its Subsidiaries

9.90 16.61 10.89 41.32 6.67 3.53 1.49 128.62 3.53 222.56 222.56

_

2006

Amounts due from

9.90 16.61 10.89 41.32 6.67 3.53 1.49 4,743.85 3.53 4,837.79 4,837.79

_

4,015.39 4,015.39 4,015.39

_

Short-term loans to Total

Consolidated

6.17 13.32 6.38 0.32 6.24 0.69 0.03 115.04 1.28 149.47 149.47

_

2005

Amounts due from

6.17 13.32 6.38 0.32 6.24 0.69 0.03 4,130.43 1.28 _ 4,164.86 4,164.86 17,356.10

310.45 573.00 123.30 496.30 25.00 100.00 20.00 55.00 40.00 0.32 _ 17,356.10

(in million Baht)

Short-term loans to Total

Short-term loans to Total

5.56 5.56 1.75 1.75 _ 0.18 0.18 _ 7.49 7.49 100.93 17,457.03 15,540.60

1.50 311.95 205.00 2.16 575.16 567.20 0.72 124.02 20.00 2.16 498.46 281.30 0.13 2 25.13 0.51 100.51 128.00 0.10 20.10 0.42 55.42 50.00 12.76 52.76 0.32 93.44 17,449.54 15,540.60

2006

Amounts due from

The Company

Total

0.34 0.34 2.60 2.60 6.38 6.38 0.30 0.30 9.62 9.62 70.38 15,610.98

0.63 205.63 2.15 569.35 0.01 20.01 0.83 282.13 0.49 128.49 0.27 50.27 6.22 6.22 60.76 15,601.36

2005

Amounts due from


Movements during the years on short-term loans from related parties were as follows:

138

Consolidated The Company 2006 2005 2006 2005 (in million Baht)

At 1 January Increase Decrease At 31 December 6. Cash and cash equivalents

4,015.39 630.35 (30.51) 4,615.23

4,505.21 46.21 (536.03) 4,015.39

15,540.60 21,391.94 (19,576.44) 17,356.10

7,684.20 22,795.80 (14,939.40) 15,540.60

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 32.55 22.51 0.02 0.02

Cash on hand Cash at banks Total

1,887.03 1,919.58

3,375.48 3,397.99

15.60 15.62

18.54 18.56

7. Trade accounts receivable, net Consolidated The Company Note 2006 2005 2006 2005 (in million Baht)

Trade accounts receivable from related parties 5 Trade accounts receivable from other parties Less allowance for doubtful accounts Total Within credit terms Overdue: Less than 3 months 3 - 6 months 6 - 12 months Over 12 months Less allowance for doubtful accounts Net

21.08 1,320.74 (23.89) 1,317.93

51.27 1,431.11 (18.73) 1,463.65

- - - _

- - - _

Consolidated The Company 2006 2005 2006 2005 (in million Baht)

The normal credit term granted by the Group is 7 - 150 days.

957.98

1,123.96

-

-

343.07 17.15 18.42 5.20 1,341.82 (23.89) 1,317.93

242.86 39.33 39.06 37.17 1,482.38 (18.73) 1,463.65

- - - - - - _

- - - - - - _


8. Inventories

Raw materials Packaging materials Maturing spirits Work in progress Finished goods - at cost - at net realisable value Spare parts Others Total

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 1,379.46 523.61 8,160.89 3,406.65 13,235.05 880.66 488.81 240.03 28,315.16

921.61 516.43 7,065.93 3,243.37

- - - -

15,958.20 279.86 540.25 221.37 28,747.02

- - - - _

- - - - - - - - _

As at 31 December 2005, certain finished goods of subsidiaries with a carrying amount of Baht 4,054.76 million were pledged as security for short-term loans from financial institutions and a long-term loan as disclosed in Note 15. 9. Other current assets

Prepaid excise tax Refundable VAT Deposits Prepaid property tax Refundable excise tax Prepaid expenses Prepaid income tax Withholding tax Advanced payments Advanced payments for construction Others Less allowance for doubtful accounts Net

Consolidated The Company 2006 2005 2006 2005 (in million Baht)

687.75 380.58 374.23 151.77 102.51 55.75 51.87 30.52 37.14 9.56 50.66 1,932.34 (18.10) 1,914.24

1,553.55 260.80 103.35 148.44 168.35 133.11 33.63 43.32 44.23 74.74 23.50 2,587.02 (14.02) 2,573.00

- 8.95 0.19 - - 0.84 - - 7.01 - - 16.99 _ 16.99

- 8.06 0.09 - - 0.75 - - - - 0.66 9.56 _ 9.56

139


10 Investments Accounted for Using the equity method

140

Net book value at 1 January Purchase of investments Increase in share capital in subsidiaries Adjustment of difference arising from common control transactions (Note 4) Share of net profits of investments - equity method Dividend income Surplus on assets revaluation Excess of share of losses over costs of investments Unrealised loss on investment in securities of subsidiary Currency translation changes Net book value at 31 December Disclosed as: Investments accounted for using the equity method Excess of share of losses over costs of investments Total

The Company 2006 2005 (in million Baht) 68,045.38 110.00 400.00

59,761.28 9,619.91 535.05 (1,162.14) (6,326.65) 9,128.59 9,812.30 (8,055.41) (5,235.68) 1.53 (114.48) 937.24 (0.93) - (0.08) (14.17) (5.34) 69,391.02 68,045.38 The Company 2006 2005 (in million Baht) 69,391.02 68,045.38 (937.92) (0.67) 68,453.10 68,044.71


49.90 40.00 50.00

(%) 49.90 40.00 50.00

2005

69.06 8.50 1.70

69.06 8.50 1.70

2005

Paid-up capital

2006

51.35 3.75 0.85

51.35 3.75 0.85

(in million Baht)

2005

Cost method

2006

135.49 -

128.78 -

2005

Equity method

2006

16.97 -

23.39 -

2005

Dividend income

2006

Direct subsidiaries Beer Thai (1991) PCL. Beer Thip Brewery (1991) Co., Ltd. Cosmos Brewery (Thailand) Co., Ltd. Thai Alcohol PCL. Sangsom Co., Ltd. Red Bull Distillery (1988) Co., Ltd. United Winery and Distillery Co., Ltd. Sura Bangyikhan Co., Ltd. Fuengfuanant Co., Ltd. Athimart Co., Ltd. S.S. Karnsura Co., Ltd. Kankwan Co., Ltd.

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

2006 (%) 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

2005

Ownership interest

5,550.00 6,600.00 1,666.67 800.00 7,500.00 3,000.00 1,800.00 4,000.00 900.00 900.00 800.00 800.00

2006 5,550.00 6,600.00 1,666.67 800.00 7,500.00 3,000.00 1,800.00 4,000.00 900.00 900.00 800.00 800.00

2005

Paid-up capital

2005

12,500.00 12,500.00 5,150.00 1,665.60 7,500.00 3,000.00 1,800.00 4,000.00 900.00 900.00 800.00 800.00

12,500.00 12,500.00 5,150.00 1,665.60 7,500.00 3,000.00 1,800.00 4,000.00 900.00 900.00 800.00 800.00

(in million Baht)

2006

Cost method

9,156.18 9,185.50 3,431.43 2,200.96 10,846.15 3,286.78 2,046.13 6,161.19 1,314.15 1,262.76 1,281.26 1,171.72

2006

8,944.94 8,894.18 3,308.38 2,333.72 11,473.56 3,478.71 2,025.71 5,952.10 1,301.14 1,258.97 1,259.23 1,150.26

2005

Equity method

821.40 1,089.00 256.67 120.00 840.00 66.60 60.00 104.40 108.90 128.80 122.40

2006

666.00 660.00 80.00 562.50 30.00 21.60 80.00 112.50 135.00 120.00 160.00

2005

Dividend income

Investments accounted for using the equity method for the separate ďŹ nancial statements as at 31 December 2006 and 2005, and dividend income from those investments during the years ended on those dates, were as follows: Consolidated

Associates Held by subsidiaries of indirect subsidiaries Liquorland Limited Inver House Polska Limited Inver House Distribution SA

2006

Ownership interest

Investments accounted for using the equity method for consolidated ďŹ nancial statements as at 31 December 2006 and 2005, and dividend income from those investments during the years ended on those dates, were as follows: Consolidated


Direct subsidiaries (continued) Theparunothai Co., Ltd. Thanapakdi Co., Ltd. Mongkolsamai Co., Ltd. Simathurakij Co., Ltd. Kanchanasingkorn Co., Ltd. Luckchai Liquor Trading Co., Ltd. Nateechai Co., Ltd. Thipchalothorn Co., Ltd. Krittayabun Co., Ltd. Surathip Co., Ltd. Sunthronpirom Co., Ltd. Piromsurang Co., Ltd. T.C.C. Cosmo Corporation Ltd. Pomthip Co., Ltd. Pomkit Co., Ltd. Pomkung Co., Ltd. Pomchok Co., Ltd. Pomcharoen Co., Ltd. Pomburapra 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. Beer Chang Co., Ltd. Archa beer Co., Ltd. Maharas Agri Co., Ltd. Pan International (Thailand) Co., Ltd. Additive Food Co., Ltd. Charun Business 52 Co., Ltd.

For the years ended 31 December 2006 and 2005

Notes to The Financial Statements.

Thai Beverage Public Company Limited and its Subsidiaries

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

2006 (%) 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

2005

Ownership interest

700.00 700.00 700.00 900.00 700.00 800.00 800.00 1.00 5.00 1.20 5.00 5.00 5.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 1.00 1.00 2.00 1.00 1.00 121.80

2006 700.00 700.00 700.00 900.00 700.00 800.00 800.00 1.00 5.00 1.20 5.00 5.00 5.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 1.00 1.00 2.00 1.00 1.00 121.80

2005

Paid-up capital

2005

700.00 700.00 700.00 900.00 700.00 800.00 800.00 2.59 26.6 6.84 24.75 23.80 38.95 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 4,301.04 129.92 2.00 53.62 38.11 84.53

700.00 700.00 700.00 900.00 700.00 800.00 800.00 2.59 26.65 6.84 24.75 23.80 38.95 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 4,301.04 129.92 2.00 53.62 38.11 84.53

(in million Baht)

2006

Cost method

Consolidated

1,038.06 845.82 808.88 1,157.70 968.10 1,413.04 1,211.23 165.43 187.23 673.10 1,017.77 707.51 9.19 221.84 323.88 205.04 410.52 27.35 294.18 723.48 1,228.42 394.86 507.27 198.94 385.11 187.32 34.26 73.71 41.38 103.56

2006 1,017.71 834.72 843.81 1,134.23 973.97 1,386.02 1,171.43 345.36 229.73 630.62 892.94 690.79 6.07 143.36 40.10 96.32 224.82 7.96 158.90 671.04 1,102.28 387.43 498.89 202.45 390.48 166.87 4.95 59.28 31.04 102.27

2005

Equity method

95.20 24.50 24.50 22.50 32.20 24.00 37.60 232.79 234.50 413.31 436.99 350.00 0.06 100.00 116.00 74.00 155.00 93.00 247.04 604.00 170.33 267.00 119.04 196.31 95.55 1.60 18.86 12.41 -

2006

105.00 54.00 52.50 40.00 100.00 149.99 55.00 191.90 400.00 300.00 70.00 130.00 50.00 100.00 25.00 60.00 200.00 200.00 30.00 50.00 20.00 60.00 21.98 6.00 -

2005

Dividend income


Direct subsidiaries (Continued) Bionic Humus Co., Ltd. Thai Molasses Co., Ltd. Sahatipkarnkonsong Co., Ltd. Thai Cooperage Co., Ltd. Dhanasindhi Co., Ltd. Bang-Na Logistic Co., Ltd. Thai Beverage Marketing Co, Ltd. Dhospaak Co., Ltd. International Beverage Holdings Limited Sura Piset Thipparat Co., Ltd. Total

For the years ended 31 December 2006 and 2005

Notes to The Financial Statements.

Thai Beverage Public Company Limited and its Subsidiaries

100.00 99.72 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

(%) 100.00 99.72 100.00 100.00 100.00 100.00 100.00 100.00 100.00 -

2005

Ownership interest

2006 10.00 40.00 12.00 300.00 20.00 123.00 300.00 25.00 535.10 500.00

10.00 40.00 12.00 300.00 20.00 123.00 300.00 25.00 535.10 -

2005

Paid-up capital

2006 14.36 35.41 12.00 300.00 23.89 134.07 300.00 61.50 535.10 510.00 63,594.73

14.36 35.41 12.00 300.00 23.89 134.07 300.00 61.50 535.10 63,084.73

(in million Baht)

2005

Cost method

2006

Consolidated

5.56 117.67 85.10 553.70 32.14 196.57 931.04 61.22 499.63 69,391.02

12.76 88.35 60.12 515.10 32.52 169.47 840.95 15.10 484.27 68,045.38

2005

Equity method

2006

62.70 22.80 7.80 8.40 29.75 7.50 8,055.41

3.50 47.86 9.60 30.75 45.00 5,235.68

2005

Dividend income

2006


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 144

For the years ended 31 December 2006 and 2005

11. Other Long-Term Investments Consolidated The Company 2006 2005 2006 2005 (in million Baht)

Non-marketable equity securities 8.07 8.78 - - Less allowance for decline in value of investments (4.32) (4.32) - - _ _ Net 3.75 4.46 In 2005, three subsidiaries sold their investments in non-marketable equity securities with total cost of Baht 1,108.06 million receiving with a profit of Baht 0.92 million.


Net book value At 31 December 2005 At 31 December 2006

Accumulated depreciation At 1 January 2005 Depreciation charge for the year Transfers Disposals At 31 December 2005 Depreciation charge for the year Transfers Disposals At 31 December 2006

Cost/valuation At 1 January 2005 Additions Transfers Disposals At 31 December 2005 Additions Transfers Disposals At 31 December 2006

12. Property, Plant and Equipment

For the years ended 31 December 2006 and 2005

Thai Beverage Public Company Limited and its Subsidiaries Notes to The Financial Statements.

7,941.30 8,364.83

_ _

7,856.60 560.54 (475.84) 7,941.30 423.65 (0.12) 8,364.83

Cost

Total

_ _

6,585.23 14,526.53 6,586.76 14,951.59

_ _

6,699.71 14,556.31 20.35 580.89 (134.83) (610.67) 6,585.23 14,526.53 3.16 426.81 (1.63) (1.75) 6,586.76 14,951.59

Land

surplus on land revaluation

4,489.27 16,657.91 724.89 3,008.67 64.44 (26.35) (58.37) 5,187.81 19,672.65 732.51 3,171.31 (260.99) 85.79 (5.81) (48.23) 5,653.52 22,881.52 518.93 10,214.15 15,217.51 677.30 10,733.93 18,425.35

155.76 45.40 201.16 52.97 224.14 (1.42) 476.85

719.20 15,361.49 34,031.61 0.06 28.54 153.66 0.83 150.68 796.59 (138.75) (91.70) 720.09 15,401.96 34,890.16 1.95 200.19 1,069.89 434.07 795.84 5,438.83 (1.96) (10.54) (92.01) 1,154.15 16,387.45 41,306.87

(in million Baht)

Land Building and Machinery and improvement improvements equipment

Consolidated

1,512.09 1,408.66

1,115.50 133.32 (7.99) 1,240.83 134.05 0.18 (0.05) 1,375.01

2,782.31 5.80 (35.19) 2,752.92 30.79 0.18 (0.22) 2,783.67

Oak barrels

248.24 253.64

271.81 65.13 (15.44) (8.35) 313.15 75.69 (34.45) (9.23) 345.16

447.87 74.37 50.90 (11.75) 561.39 83.63 (35.11) (11.11) 598.80

Furniture ďŹ xtures and ofďŹ ce equipment Construction in progress

Total

622.33 328.06

1,758.90 359.76 (3.51) (21.97) 2,093.18 314.25 (14.67) (21.95) 2,370.81

7,168.06 50,027.84 2,753.61 49,532.14

- 24,449.15 - 4,337.17 45.49 (123.03) - 28,708.78 - 4,480.78 (86.69) - 33,102.87

2,698.08 1,479.71 72,076.58 50.77 6,428.27 7,322.36 (2.46) (739.04) 257.50 (30.88) (0.88) (919.82) 2,715.51 7,168.06 78,736.62 29.43 2,199.01 4,041.70 (20.84) (6,612.97) (25.23) (0.49) (143.31) 2,698.87 2,753.61 82,635.01

Vehicles


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 146

For the years ended 31 December 2006 and 2005

As at 31 December 2006 the historical cost of fully depreciated plant and equipment, which were still in use amounted to Baht 3,025.90 million (2005: Baht 2,253.62 million). As at 31 December 2006 the net book value of property, plant and equipment of certain subsidiary companies, used as security under the Negative Pledge agreement, as disclosed in Note 15, totaled Baht 34,530.16 million (2005: Baht 31,658.05 million). As at 31 December 2006 the carrying amount of idle land, which is held for planned future business operations amounted to Baht 1,625.97 million (2005: Baht 1,735.21 million). The Company Land Furniture Cost

Cost/valuation At 1 January 2005 Additions Disposals At 31 December 2005 Additions Disposals At 31 December 2006 Accumulated depreciation At 1 January 2005 Depreciation charge for the year At 31 December 2005 Depreciation charge for the year Disposals At 31 December 2006 Net book value At 31 December 2005 At 31 December 2006

surplus on land revaluation

Total

ďŹ xtures and ofďŹ ce equipment

Vehicles

Construction in progress

Total

(in Million Baht) 410.90 410.90 410.90

134.52 134.52 134.52

545.42 545.42 545.42

4.65 63.06 67.71 27.12 (0.17) 94.66

24.18 24.18 0.02 24.20

121.90 (0.98) 120.92 99.93 (10.89) 209.96

671.97 87.24 (0.98) 758.23 127.07 (11.06) 874.24

_ _

_ _

_ _

0.28 5.00 5.28 16.64 (0.07) 21.85

1.62 1.62 4.84 6.46

_ _

0.28 6.62 6.90 21.48 (0.07) 28.31

410.90 410.90

134.52 134.52

545.42 545.42

62.43 72.81

22.56 17.74

120.92 209.96

751.33 845.93


In 2006 and 2005, the Company and subsidiaries recognized revaluation land as disclosed in Note 19. Depreciation of plant and equipment for the years ended 31 December, consisted of: Consolidated The Company 2006 2005 2006 2005 (in million Baht) Included in cost of production 2,879.58 2,378.45 - - Included in selling and administrative expenses 1,601.20 1,958.72 21.48 6.62 Total 4,480.78 4,337.17 21.48 6.62 Borrowing costs for the years ended 31 December capitalized as part of asset cost, consisted of: Consolidated The Company 2006 2005 2006 2005 (in million Baht) Interest expense 154.33 82.71 - - 13. Intangible assets Consolidated

Trademark

Leasehold

Computer Broadcasting software rights

Goodwil

Total

(in Million Baht)

Cost At 1 January 2005 Additions Transfer At 31 December 2005 Additions At 31 December 2006

304.86 1.82 306.68 3.43 310.11

1.04 0.12 1.16 0.70 1.86

4.28 11.69 0.32 16.29 8.93 25.22

101.96 59.93 161.89 161.89

426.11 426.11 426.11

838.25 73.56 0.32 912.13 13.06 925.19

Accumulated depreciation At 1 January 2005 Amortisation charge for the year Transfers At 31 December 2005 Amortisation charge for the year At 31 December 2006

158.01 24.67 182.68 24.93 207.61

0.13 0.18 0.31 0.26 0.57

0.58 1.57 0.02 2.17 3.87 6.04

19.83 18.53 38.36 123.53 161.89

140.19 34.73 174.92 18.74 193.66

318.74 79.68 0.02 398.44 171.33 569.77

Net book value At 31 December 2005 At 31 December 2006

124.00 102.50

0.85 1.29

14.12 19.18

123.53 _

251.19 232.45

513.69 355.42

147


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 148

For the years ended 31 December 2006 and 2005

Cost At 1 January 2005 Additions At 31 December 2005 Additions At 31 December 2006 Accumulated amortisation At 1 January 2005 Amortisation charge for the year At 31 December 2005 Amortisation charge for the year At 31 December 2006 Net book value At 31 December 2005 At 31 December 2006

The Company Computer software (in million Baht) 1.36 8.20 9.56 6.67 16.23 0.07 1.22 1.29 2.59 3.88 8.27 12.35

14. Other non-current assets

Advance payments to a specialist Stainless steel plates Deposits Others

Less Allowance for impairment of assets Net

Consolidated The Company Note 2006 2006 2005 2005 (in million Baht) 28 1,879.16 71.44 57.92 13.94 2,022.46 (5.36) 2,017.10

- 33.27 67.29 18.60 119.16 (6.25) 112.91

352.34 - 4.72 0.07 357.13 - 357.13

- - - 0.07 0.07 - 0.07


149

15. Interest-bearing liabilities

Current Bank overdrafts - Guaranteed - Unsecured Short-term loans from financial institutions - Secured - Guaranteed/Negative pledge - Unsecured Short-term guaranteed bonds - Guaranteed/Negative pledge Current portion of long-term guaranteed bonds - Guaranteed/Negative pledge Current portion of long-term loans - Secured - Guaranteed/Negative pledg Non-current Long-term guaranteed bonds - Guaranteed/Negative pledge Long-term loans from financial institutions - Guaranteed/Negative pledge Total

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 1,516.42 366.89 1,883.31

858.63 - 858.63

- 29.56 29.56

- - 4,870.00 4,870.00

2,700.00 36,600.00 - 39,300.00

- - 3,000.00 3,000.00

2,200.00

-

2,200.00

2,300.00

-

2,300.00

- 1,500.00 12,753.31

1,086.60 - 41,245.23

- 1,500.00 9,029.56

3,000.00

-

3,000.00

3,755.00 6,755.00 19,508.31

- - 41,245.23

3,755.00 6,755.00 15,784.56

- - - - 36,600.00 - 36,600.00 - - - - 36,600.00 - - - 36,600.00


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 150

For the years ended 31 December 2006 and 2005

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

Within one year After one year but within five years Total

Consolidated The Company 2006 2005 2006 2005 (in million Baht)

12,753.31 41,245.23 6,755.00 - 19,508.31 41,245.23 The interest rate exposure of the borrowings as at 31 December was as follows:

Bank overdrafts Short-term loans from financial institutions Short-term guaranteed bonds Long-term guaranteed bonds and current portion Long-term loan and current portion

Range

2006

6.00 - 10.75 5.27 - 5.45 5.40 5.55 - 5.75 5.70 - 5.75

Weighted

9,029.56 6,755.00 15,784.56

Range

(%) 7.16 5.41 5.40 5.66 5.73

6.00 - 7.00 3.75 - 5.00 - - 5.00

36,600.00 - 36,600.00

2005

Weighted 6.00 4.74 - - 5.00

The currency denomination of interest-bearing liabilities was as follows:

Thai Baht (THB) Great Britain Pound (GBP)

Total

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 18,652.17 856.14 19,508.31

40,386.76 858.47 41,245.23

As at 31 December 2006 the Group had unutilized credit facilities totalling Baht 17,789.94 million (2005: Baht 14,851.74 million).

15,784.56 - 15,784.56

36,600.00 - 36,600.00


The principal features of the borrowings are as follows: (a) Bank overdrafts are repayable on demand. As at 31 December 2006, the Group has a total overdraft facilities amounting to Baht 3,705.39 million (2005: Baht 3,595.55 million) which is partially guaranteed by 5 subsidiaries. (b) Short-term loans from financial institutions as at 31 December 2006, the Group has short-term loan facilities from several financial institutions totalling Baht 20,820 million, with money market rate quoted by bank. The Group utilized those facilities in term of promissory notes issued by the Group to several domestic commercial banks totalling Baht 4,870 million (2005: Baht 39,300 million) Short-term loans from financial institutions as at December 2005 amounted to Baht 36,600 million were guaranteed by 4 subsidiaries together with Negative Pledge agreement by 17 subsidiaries, whereby these subsidiaries agree not to sell, transfer, mortgage, pledge, encumber or grant any preferential right in relation to their land, buildings, plant and machinery, during any period that the Company has not yet repaid these loans and/or is still liable to the banks under these promissory notes, unless written consent from the banks is received. As at 31 December 2005 the net book value of assets used as security under the negative pledge are disclosed in Note 12. The remaining short-term loans from financial institutions are secured certain inventories of subsidiaries. The carrying amount of inventories that have been pledged as security is disclosed in Note 8. In 2006, such short-term loans were repaid and its collaterals were redeemed. (c) On 22 February 2006 the Company issued guaranteed bonds totalling Baht 10,000 million with a full co-guarantee by four subsidiaries and negative pledge undertaken by the Company whereby 17 subsidiaries agree not to sell, transfer, mortgage, pledge, encumber or grant any preferential right in relation to their land, buildings, plants and machinery. The Company is required to maintain a consolidated debt (interest-bearing debt) to equity (excluding unrealised foreign exchange gain or loss) ratio of not more than 2.5 to 1 based on the annual consolidated financial statements prepared in accordance with generally accepted accounting standards in Thailand. The bonds have the following payment terms: Amount Fixed interest rate Maturity (in million Baht) (% per annum) First tranche 2,500 4.95 22 August 2006 Second tranche 2,200 5.40 22 February 2007 Third tranche 2,300 5.55 22 August 2007 Fourth tranche 3,000 5.75 22 February 2008 The principal is to be redeemed at maturity. Interest is payable semi-annually commencing on 22 August 2006. As at 31 December 2006 the net book value of assets used as security under the negative pledge are disclosed in Note 12. The proceeds from the issuance of the bonds were utilised in the repayment of short-term loans from financial institutions.

151


152

(d) Long-term loan and its current portion in the consolidated balance sheet as at 31 December 2005 was obtained from a domestic commercial bank by a subsidiary and is to be repaid monthly in 23 installments, Baht 110 million for the first 22 installments and Baht 96.60 million for the last installment, which commenced in December 2004. Interest is payable monthly at a fixed rate of 4% per annum for the first year and MLR-1.75% per annum afterwards. This loan is secured by certain inventories of subsidiaries. As at 31 December 2005 the carrying amount of those inventories is disclosed in Note 8. In October 2006, the last installment of such loan was repaid and its secured inventories were redeemed. During March 2006, the Company entered into new loan agreements with 8 commercial banks to obtain long-term borrowings totalling Baht 26,600 million in order to repay short-term loans. Of this, the principal of Baht 23,600 million has a grace period of 2 years and is to be repaid in 36 monthly installments, Baht 654.22 million each for the first 35 installments and Baht 702.20 million for the last installment, from 28 April 2008 to 31 March 2011 with interest at the fixed rates of 5.75% and 6.00% per annum for the first and the second years, respectively, and MLR-1.5% to MLR-1.75% per annum from the third year onwards, payable monthly, commencing in March 2006. The remaining principal of Baht 3,000 million is to be repaid in eight quarterly installments, Baht 375 million each, from 28 June 2006 to 28 March 2008 with a fixed interest rate of 5.70% per annum, payable quarterly, commencing in June 2006. The borrowings are fully co-guaranteed by 4 subsidiaries with a negative pledge made by 17 subsidiaries whereby these subsidiaries agree not to sell, transfer, mortgage, pledge, encumber or grant any preferential right in relation to their land, buildings, plant and machinery. The net book values of assets used as security under the negative pledge are disclosed in Note 12. The loans were fully drawn during 28 and 29 March 2006 and were immediately utilised for the repayment of short-term loans. On 30 May 2006 and 5 July 2006, the Company partially repaid long-term loans with accrued interest to 7 financial institutions amounting to Baht 15,959.20 million and Baht 4,376.31 million, respectively. 16. Trade accounts payable Consolidated The Company Note 2006 2005 2006 2005 (in million Baht) Trade accounts payable to related parties 521.12 - - 5 819.31 Trade accounts payable to other parties 1,456.36 1,170.02 - - _ _ Total 2,275.67 1,691.14


17. Other current liabilities

Consolidated The Company 2006 2005 2006 2005 (in million Baht)

Advanced payments from customers for purchase of goods Accrued expenses Value added tax payable Construction payable Outstanding cheque paid for excise tax Deposits and retention payable Accrued interest expense Accrued promotion expense Withholding tax payable Other payables Others Total 18. Share capital Authorised At 1 January Issue of new shares At 31 December Issued and fully paid At 1 January Issue of new shares At 31 December

1,004.74 883.34 686.81 344.32 294.89 272.62 163.23 132.70 79.43 60.93 180.30 4,103.31

1,879.05 727.00 736.84 596.98 918.68 318.74 15.13 230.41 72.80 43.17 59.16 5,597.96

- 90.47 104.82 4.72 - 2.93 156.56 - 22.47 11.77 0.47 394.21

- 53.92 81.61 11.78 - 0.43 14.13 - 23.20 1.31 0.37 186.75

2006 2005 Par value (in Baht) Number Baht Number Baht (million share/million Baht) 1 1 1 1 1 1

29,000 - 29,000

29,000 - 29,000

22,000 7,000 29,000

22,000 7,000 29,000

22,000 3,110 25,110

22,000 3,110 25,110

22,000 - 22,000

22,000 - 22,000

The Extraordinary Meeting of Shareholders of the Company No. 1/2005 held on 8 July 2005 unanimously approved to increase the authorised share capital of the Company from Baht 22,000 million to Baht 29,000 million through the issue of 7,000 million ordinary shares with a Baht 1 par value. Of this increase, an amount not exceeding 6,000 million shares will be allocated to the public and an amount not exceeding 1,000 million shares will be available as a “Greenshoe Option�. The Company registered the increase of its authorised share capital with the Ministry of Commerce on 11 July 2005.

153


154

The Company listed on the SGX-ST on 29 May 2006 received net proceeds of Baht 16,191.60 million from the issue of 2,444.45 million new ordinary shares, sold to the public through an Initial Public Offering (the “IPO”) at a price of Singapore Dollar 0.28 per share. Directly attributable expenses for the IPO amounting to Baht 676.49 million are accounted for as a deduction from the premium on share capital received from the IPO. The Company registered the change in paid-up capital with the Ministry of Commerce on 29 May 2006 from Baht 22,000 million to Baht 24,444.45 million. On 3 July 2006, an over allotment option was exercised related to its recent IPO, whereby the Company sold a further 665.58 million new ordinary shares, raising Baht 4,390.54 million in proceeds. The Company registered the change in paid-up capital with the Ministry of Commerce on 3 July 2006 from Baht 24,444.45 million to Baht 25,110.03 million. 19. Reserves Share premium Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution. Currency translation changes Currency translation changes consisted of foreign exchange differences arising from translation of the financial statements of foreign operations to Thai Baht. Fair value changes and revaluation surpluses Fair value changes Fair value changes recognised in shareholders’ equity relate to cumulative net changes in the fair value of available-for-sale equity securities. Revaluation surpluses During 2003 and 2004, the Group revalued all land held. Revaluations of land are carried out by independent professional valuers on an open market basis. The revaluations were originally based on valuations reported by the independent professional valuers in 2003 and 2004. In September 2005, the valuers updated the valuations, which have been recognised as adjusting events occurring after the balance sheet date. As a result of the updated revaluations a surplus of Baht 6,453.34 million was recognised as a revaluation surplus in 2003 as a component of shareholders’ equity, a surplus of Baht 246.38 million was recognized in 2004, and a surplus of Baht 134.83 million was reversed in 2005. In addition, in 2005, a subsidiary company obtained a revaluation of its land from independent professional valuers and a surplus of Baht 20.35 million was recognised in the 2005 financial statements. Subsequently, in 2006, a subsidiary company obtained a revaluation of its land from independent professional valuers and recognised a revaluation surplus in the amount of Baht 3.16 million. The other subsidiary company sold its land which has been revalued and recognised a revaluation surplus, and adjusted in a reduction in the revaluation surplus in the amount of Baht 1.63 million.


Legal reserve Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve�), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution. 20. Segmental information Segment information is presented in respect of both business and geographical segments. The primary format, business segments, is based on the Group’s management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. In preparing segmental information, those liabilities and related interest expense that are not specifically attributable to a particular segment are allocated on a percentage of net assets basis. Management believes this to be a fair indication of the actual use of the liabilities. Inter-segment transactions are eliminated on consolidation. Business segments The Group comprises the following main business segments: Beer/water Production and sales of branded beer and water products (mostly outside the group); Spirits Production and sales of branded spirits products (mostly outside the group); Alcohol Production and sales of alcohol (mostly outside the group); and Related Purchasing of packaging materials and sale of byproducts (mostly within the group). Geographical segments Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are located in foreign countries. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.

155


35,608.95 6,932.13 42,541.08

4,167.99 302.94 1,896.70 1,968.35

Cost of sales Selling and administrative expenses Total expenses

Profit before interest and income tax expenses Interest expense Income tax Net profit (loss)

2005

13,533.86 1,263.96 3,281.67 8,988.23

32,061.52 7,343.53 39,405.05

52,810.99 33.75 94.17 52,938.91

Spirits

5,567.24 4,615.66 10,182.90 1,350.45 4.98 2,025.26 2.20

Total debt Other liabilities Total liabilities

Capital expenditure - Fixed assets - Intangible assets Depreciation Amortisation

6,395.43 4.80 1,902.56 16.42

11,368.59 4,812.41 16,181.00

2,743.99 20,716.07 2,571.89 26,031.95

Beer/water 2006 2005

11,380.03 1,187.26 2,276.93 7,915.84

33,002.21 7,169.68 40,171.89

51,428.33 25.90 97.69 51,551.92

2,823.32 19,940.44 1,680.17 24,443.93

2,919.49 386.69 1,330.16 1,202.64

32,548.68 6,983.69 39,532.37

42,276.97 33.73 141.16 42,451.86

2006

Inventories, net Property, plant and equipment, net Other assets Total Assets

Business segment financial position

46,641.00 24.44 43.63 46,709.07

Revenue Interest income Other income Total revenue

Business segment results

Beer/water 2006 2005

2,606.06 7.65 2,238.02 44.83

13,012.17 7,837.00 20,849.17

25,077.45 25,673.45 5,298.09 56,048.99

2006

481.49 5.26 2,228.60 59.87

27,557.96 8,507.07 36,065.03

67.83 0.24 126.29 0.09

571.33 45.45 616.78

Elimination 2006 2005

128.97 50.48 79.64 (1.15)

254.25 0.23 120.54 0.03

1,029.88 78.08 1,107.96

118.99 1,736.57 144.80 2,000.36

(4.98) (1.46) (3.52)

14.20 0.19 91.21 124.21

357.57 1,019.54 1,377.11

139.32 2,237.08 191.20 2,567.60

170.84 63.27 85.47 18.65

1,288.79 779.74 2,068.53

285.82 2,333.22 566.25 3,185.29

Related 2006 2005

(27.41) (4.10) (23.31)

6,068.29 (6,646.40) (5,962.09) 461.61 (2,048.90) (1,774.32) 6,529.90 (8,695.30) (7,736.41)

6,633.04 (8,631.58) (7,686.77) 5.11 (4.10) (1.46) 20.72 (87.03) (53.16) 6,658.87 (8,722.71) (7,741.39)

Alcohol 2006 2005

388.40 31.32 141.48 215.60

6,365.11 454.34 6,819.45

(in million Baht) 25,598.22 275.07 25,241.98 1,681.17 5,079.23 562.75 55,919.43 2,518.99

2005

244.90 42.14 51.71 151.05

471.34 165.74 637.08

Spirits

37.31 51.23 7.78 (21.70)

995.25 177.31 1,172.56

1,205.04 1.07 3.76 1,209.87

Related 2006 2005

(in million Baht) 869.18 7,155.13 0.39 9.14 12.41 43.58 881.98 7,207.85

Alcohol 2006 2005

4,038.54 13.06 4,480.78 171.33

19,508.31 13,517.65 33,025.96

28,315.16 49,532.14 7,732.21 85,579.51

2006

15,946.32 1,568.65 4,322.89 10,054.78

69,325.12 12,684.56 82,009.68

97,797.92 56.45 101.63 97,956.00

2006

2005

2005

7,302.01 73.56 4,337.17 94.97

41,245.22 14,177.30 55,422.52

28,747.02 50,027.84 8,362.17 87,137.03

Total

16,822.24 1,741.81 4,743.18 10,337.25

65,187.74 13,180.25 78,367.99

94,903.41 71.52 215.30 95,190.23

Total


Geographical segments The segment financial information of the Group based on geographical segments for the year 2006 and 2005 was as follows:

Thailand Overseas Total 21. Other income Revenue from sales of scraps Gain on disposal of assets Gain on exchange rate Reversal of accrued royalty expense Others Total

2006 95,106.26 2,849.74 97,956.00

Marketing and advertising expenses Personnel expenses Vehicle and transportation expenses Idle capacity Depreciation and amortisation Loss on exchange rate Others Total

2006 2005 (in million Baht)

92,362.87 2,827.36 95,190.23

48,031.73 1,500.41 49,532.14

Fixed assets 2005 48,501.26 1,526.58 50,027.84

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 31.79 20.19 - -

22. Selling and administrative expenses

Revenue

Consolidated

1.69 - - 44.46 77.94

11.98 43.78 41.86 75.45 193.26

- - - 4.87 4.87

- 0.01 - 2.02 2.03

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 3,993.54 3,095.15 1,679.04 806.09 515.68 129.34 2,465.72 12,684.56

4,949.79 2,946.54 2,165.00 642.18 541.19 - 1,935.55 13,180.25

98.06 522.48 - 11.23 24.08 14.97 272.50 943.32

84.16 420.58 - 25.68 7.84 - 184.37 722.63

157


23. Personnel expenses 158

Consolidated The Company 2006 2005 2006 2005 (in million Baht)

Salaries and wages Bonus Contribution to defined contribution plans Others Total Number of employees as at 31 December

3,265.19 637.22 9.37 785.91 4,697.69

3,064.57 564.84 6.05 781.49 4,416.95

321.36 154.13 5.35 41.64 522.48

288.25 116.75 0.05 15.53 420.58

22,412

20,134

335

281

(number of employees)

The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 2% to 3% of their basic salaries and by the Group at from 2% to 3% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager. 24. Earnings per share The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and the weighted average number of shares outstanding. Consolidated The Company 2006 2005 2006 2005 (in million Baht) Profit attributable to ordinary shareholders 10,054.78 10,337.25 10,078.65 10,132.78 Weighted average number of ordinary shares

Issued ordinary shares at 1 January Effect of shares issued on 29 May 2006 Effect of shares issued on 3 July 2006 Weighted average number of ordinary shares for the year

Consolidated The Company 2006 2005 2006 2005 (in million share)

22,000.00 1,453.27 331.88

22,000.00 - -

22,000.00 22,000.00 1,453.27 - 331.88 -

23,785.15

22,000.00

23,785.15

22,000.00


25. Promotional privileges Promotional privileges from the Board of Investment By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, a subsidiary has been granted privileges by the Board of Investment relating to the production of alcohol and agricultural fuel. The privileges granted include: (a) exemption from payment of import duty on approved machinery. (b) exemption from payment of income tax for a period of eight years from the dates on which the income is first derived from such operations. In the event the subsidiary incurs a loss during this eight year period, the subsidiary can carry these losses forward to deduct against any future profits for a period of five years. (c) exemption from income tax on dividends derived from the promoted business of its subsidiary during this eight year period. As a promoted company, the subsidiary must comply with certain conditions and restrictions provided for in the promotional certificate. Privileges granted to business operator in Free Zone Also in 2004 another subsidiary was granted approval from the Customs Department to operate in a “Free Zone�, whereby the subsidiary obtains privileges related to the payment of import and export taxes, valued added tax and excise tax. Various other privileges are also granted. 26. Dividends At the Annual General Meeting of the shareholders of the Company held on 27 March 2006, the shareholders approved the appropriation of dividends of Baht 0.24 per share, amounting to Baht 5,280 million, from the net profit of 2005. The dividend was paid to shareholders on 26 April 2006. At the Board of Directors Meeting of the Company held on 10 August 2006, the meeting approved the appropriation of interim dividends of Baht 0.11 per share, amounting to Baht 2,762.10 million, from the first half of 2006. The interim dividend was paid to shareholders on 8 September 2006. 27. Financial instruments Financial risk management and policies The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings (Note 15). The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates.

Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies.

159


160

The Group primarily utilises forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the balance sheet date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period. The table below provides an indication of the Group’s foreign currency positions as at 31 December, relating to the Group’s exposure and forward exchange contracts used to hedge against the exposure as a result of the Group’s policy.

In foreign currency

Financial assets denominated in foreign currencies: US Dollar (USD) 1.10 Euro (EUR) 0.75 Canadian Dollar (CAD) 0.12 Singapore Dollar (SGD) - Others 0.12 Total Financial liabilities denominated in foreign currencies: US Dollar (USD) 9.98 Euro (EUR) 2.27 Great Britain Pound (GBP) 1.26 Australian Dollar (AUD) 0.22 Others 0.92 Total Forward exchange contracts to buy foreign currencies (mark-to-market value): US Dollar (USD) 53.25 Euro (EUR) 16.18 Great Britain Pound (GBP) 7.62 Australian Dollar (AUD) 0.87 Total Forward exchange contracts to sell foreign currencies (mark-to-market value): US Dollar (USD) - Singapore Dollar (SGD) 63.60 Total

2006

Consolidated In Baht

(million)

In foreign currency

2005

In Baht

39.57 35.55 3.78 0.06 1.38 80.34

0.19 - - 0.15 -

7.84 0.11 - 3.57 - 11.52

362.17 108.22 89.42 6.47 4.81 571.09

7.28 0.79 0.54 0.24 0.05

299.02 38.62 38.12 7.42 0.39 383.57

1,919.99 771.15 539.64 24.88 3,255.66

16.24 20.17 5.41 3.97

667.39 991.86 384.81 119.55 2,163.61

- 1,500.61 1,500.61

1.20 -

49.16 - 49.16


Credit risk Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group as and when they fall due. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Group’s customer base, management does not anticipate material losses from its debt collection. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Fair values The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. In determining the fair value of its financial assets and liabilities, the Group takes into account its current circumstances and the costs that would be incurred to exchange or settle the underlying financial instrument. 28. Commitments Consolidated The Company 2006 2005 2006 2005 (in million) Capital commitments

Contracted but not provided for Baht Euro (EUR) US Dollar (USD) Great Britain Pound (GBP) Singapore Dollar (SGD) Authorised but not contracted for Baht Euro (EUR)

Non-cancellable operating lease commitments Within one year After one year but within five years After five years Total

620.82 8.59 0.06 2.97 0.11 2,914.15 0.56

1,330.20 7.44 - - - 2,927.79 -

11.00 - - - 0.11 1,633.70 -

132.69 - - - - 1,259.79 -

Consolidated The Company 2006 2005 2006 2005 (in million Baht) 284.52 284.46 18.93 587.91

275.75 214.12 0.26 490.13

23.78 37.77 - 61.55

19.51 31.17 - 50.68

161


162

Further to the above, the Group has the following additional commitments as at 31 December 2006 are as follows: In Million In Million In Million In Million In Million GBP Baht US$ AUD Euro Raw material purchasing agreements (Malt & Hop) - 44.12 - 9.39 6.24 Molasses purchasing agreements 1,727.81 - - - - Computer system installation agreements 309.13 - - - - Advertising and sponsorship agreements 122.52 - - - - Consulting and supervising service agreement for beer production 31.68 - - - - Other service agreements 32.43 0.14 - - - Raw material sale agreements 6.66 - - - - (a) During 2004, the Company and four subsidiaries entered into production and blending control agreements with a specialist for a period of 40 years from 1 August 2004 to 1 August 2044. Under the agreements, the Company and its subsidiaries are obliged to pay monthly service fees of Baht 4.3 million which are to be annually increased by 5% for the first 20 years from August 1, 2004 to August 1, 2024. Afterwards, the Company has to pay monthly service fees of Baht 250,000 until the expiration of the agreements. Service fee under the agreements totaled Baht 1,766.20 million. As at 31 December 2006 the remaining commitments to be paid, relating to these agreements, amounted to Baht 1,636.72 million. Subsequently, on 30 December 2005, the Company and the four subsidiaries entered into an addendum to the original agreements described above. The addendum became effective on 1 January 2006 whereby the Company paid Baht 375 million and the four subsidiaries paid a total of Baht 1,625 million as consideration to the specialist in January 2006 to exclusively secure his services. Under the addendum, the Company and the four subsidiaries concerned are entitled to seek damages, not exceeding Baht 2,000 million, for any intentional breach that the specialist fails to remedy, including non-performance of his contractual duties. Therefore, the total service fees under the agreements both outstanding and already paid by the Company and its subsidiaries amounted to Baht 3,766.20 million. (b) During 2005, a subsidiary renewed a sponsorship agreement with Everton Football Club, in the United Kingdom, for a period of three years as from 1 June 2005 to 31 May 2008 in order to promote the Group’s businesses globally. Under the agreement, the subsidiary is obliged to pay a minimum amount of £0.50 million and a maximum amount of £2.9 million per year, dependent on the performance of Everton football team in each year. 29. Litigation Since 2002 up to 2006, a subsidiary’s property tax assessment totaled Baht 167.82 million, recognised as expenses of Baht 16.50 million and other current assets of Baht 151.32 million. However, the subsidiary filed an application to the Central Tax Court to withdraw the assessment of the property tax (amount recognised as other current assets). During 2004 and 2006, the Central Tax Court ruled that the subsidiary should pay additional property taxes amounting to Baht 18.10 million. These additional taxes have been paid by the subsidiary and recognised as an expense.


The subsidiary has appealed and the case is currently being considered by the Central Tax Court and the Supreme Court. The management of the subsidiary and their attorney believe that the likelihood of winning is high. 30. Events after the balance sheet date Significant events after the balance sheet date were as follows: (a) The Executive Board of Directors’ Meeting No. 1/2007 held on 23 January 2007 unanimously approved the Company to utilise the long-term loan facilities from a commercial bank in the amount of Baht 4,500 million in order to increase the capital of International Beverage Holdings Limited in the amount of HK Dollar 980 million. (b) The Board of Directors’ Meeting No. 1/2007 held on 9 February 2007 unanimously approved to sell land and building of ThaiBev Tower Project to T.C.C. Hotel Collection Company Limited, a related party, in the amount of Baht 819 million with a gain on sale of Baht 131.86 million. (c) The Board of Directors’ Meeting No. 2/2007 held on 27 February 2007 unanimously agreed to propose a dividend payment of Baht 0.22 per share, totalling Baht 5,524.20 million. The interim dividend was paid of Baht 0.11 per share, amounting to Baht 2,762.10 million. The remaining is a dividend payment of Baht 0.11 per share, amounting to Baht 2,762.10 million (d) The Executive Board of Directors’ Meeting No. 4/2007 held on 27 February 2007 unanimously passed for the following solutions : - Approval for Pacific Spirit (UK) Limited in principle of granting term loan facilities offered by Barclays Bank PLC. in the amount of GBP 24 million. - Approval for Inver House Distillers Limited in principle of granting credit facilities offered by Barclays Bank PLC. in the amount of GBP 16 million. - Approval in principle of capital increase of Red Bull Distillery (1988) Co., Ltd. from Baht 3,000 million to Baht 5,000 million by the issue of 200 million ordinary shares with a Baht 10 par value. 31. Reclassification of accounts Certain accounts in the 2005 financial statements have been reclassified to conform with the presentation in 2006 the financial statements. 32. New and revised accounting standards not yet adopted On 11 October 2006, the Federation of Accounting Profession (FAP) announced that the Thai Accounting Standard No. 44 (TAS No.44) “Consolidated Financial Statements and Accounting for Investments in Subsidiaries” is to be revised. FAP announcement No. 26/2006 requires a parent company which has investments in a subsidiary company, an entity

163


164

under joint control, or an associate company, which is not classified as a “held for sale” investment, to record such investment in accordance with either the cost method or with the recognition and measurement basis for financial instruments (when an announcement is made), instead of the equity method currently used. This revision to TAS No. 44 is applicable to financial statements covering periods beginning on or after 1 January 2007, with early adoption encouraged. The Company will adopt the change in accounting treatment for its investments in subsidiaries and associates for its separate financial statements from equity method to cost method on 1 January 2007 onward. 33. Significant differences between Thai GAAP and IFRS (unaudited/unreviewed) These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Thailand (“Thai GAAP”), which differ in certain significant respects from International Financial Reporting Standards (“IFRS”). The following disclosure provides a summary of certain significant differences between Thai GAAP and IFRS, as applicable to the consolidated financial statements of the Group, and a reconciliation of net profit and total shareholders’ equity from Thai GAAP to IFRS. Neither the narrative summary nor the reconciliation should be construed as being exhaustive or presented fairly in all material respects and are provided for information purposes only. (a) Deferred tax There is no Thai accounting standard currently effective in relation to accounting for income and deferred taxes. In 2007, Thai GAAP plans to adopt TAS No. 56 Accounting for Income tax, which is not materially different from International Accounting Standard (“IAS”) No.12 Income Taxes, with early adoption allowed. Whilst not specifically addressed in Thai GAAP, provisions for income taxes are typically based on corporate income taxes currently payable in the period under the Revenue Code of Thailand. The group has not opted for early adoption of TAS No. 56 and, as such, the Group does not recognise deferred tax assets and liabilities. Under IFRS, provision is made for deferred tax using a balance sheet approach, with deferred tax calculated on temporary differences, being the differences between the tax and the book values of assets and liabilities. The deferred tax charge or credit is the change in the period in deferred tax liabilities and assets. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be fully utilised. (b) Employee benefits There is currently no Thai accounting standard in relation to accounting for employee benefits, including termination, retirement and post-retirement benefits. The Group’s primary obligations in respect of employee benefits are contributions on behalf of employees to provident funds and the payment of statutory severance benefits on retirement and terminating employment involuntarily. Severance termination and retirement benefits vary according to various factors, including the employee’s service life and salary. Whilst not specifically addressed in Thai GAAP, contributions are charged as an expense as incurred. Under IFRS, employee benefits are accounted for in accordance with IAS No. 19 Employee Benefits. Accordingly, termination benefits are recognised as a liability and an expense when, and only when, the enterprise is demonstrably committed to either terminate the employment of an employee or group of employees before the normal retirement date or


provide termination benefits as a result of an offer made in order to encourage voluntary redundancy. Retirement benefits are recognised as a liability, being the net total of the present value of the obligation at the balance sheet date less the fair value of any plan assets and recognised as an expense the net total of current service costs, interest costs, past service costs and any actuarial gains and losses. (c) Financial instruments Thai GAAP has certain disclosure requirements for financial instruments, but only limited guidance on the recognition and measurement of financial instruments. The Group has decided not to recognise derivative financial instruments on the balance sheet. However, foreign currency assets and liabilities hedged by these contracts are translated into Thai Baht at exchange rates prevailing on the balance sheet date. Under IFRS, derivative financial instruments are recognised on the balance sheet as either an asset or a liability initially at cost, which is the fair value of consideration given (in the case of an asset) or received (in the case of a liability). Transaction costs are included in the initial measurement. Subsequent to initial recognition, derivative financial instruments are stated at fair value. Movements in fair values are recognised in the consolidated statement of income. (d) Investment in property In accordance with Thai GAAP, owned land held to earn rentals is classified as part of property, plant and equipment. This land is carried at a revalued amount less any subsequent accumulated impairment losses. Movements on the revaluation surplus are reflected in equity. Under IFRS, owned property held to earn rentals is classified as part of investment property. This is covered by IAS No. 40 Investment Property. IAS No. 40 allows enterprises to choose either a fair value model or a cost model to measure investment property. In accordance with the fair value model, an enterprise should measure all of its investment property at its fair value. A gain or loss arising from a change in the fair value of investment property should be included in net profit or loss for the period in which it arises. In accordance with the cost model, land and buildings held as investment property should be measured at cost less any accumulated impairment losses. For the purposes of disclosure under IFRS, the Group has adopted the cost model for investment property consisting of both land and buildings. For Thai GAAP, the land has been revalued while the buildings have not. (e) Business combination (Goodwill) Thai GAAP requires goodwill acquired in business combination to be systematically amortised over its estimated useful life, although its useful life should not exceed 20 years from initial recognition.

165


Thai Beverage Public Company Limited and its Subsidiaries

Notes to The Financial Statements. 166

For the years ended 31 December 2006 and 2005

Under IFRS, acquired goodwill is measured after initial recognition at cost less any accumulated impairment losses. Therefore, goodwill is not amortised and must be tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. As reported in these consolidated financial statements under Thai GAAP Add (less) : Thai GAAP/IFRS differences (net of tax effect) (a) Deferred tax (b) Employee benefits (c) Financial instruments (d) Business combination (Goodwill) Under IFRS

As reported in these consolidated financial statements under Thai GAAP Add (less) : Thai GAAP/IFRS differences (net of tax effect) (a) Deferred tax (b) Employee benefits (c) Financial instruments (d) Investment in property (e) Business combination (Goodwill) Under IFRS

Consolidated net profit 2006 2005 (in million Baht) 10,054.78

10,337.25

16.12 (61.65) (44.69) 18.74 9,983.30

128.58 (54.95) 13.98 34.73 10,459.59

Consolidated total shareholders’ equity 2006 2005 (in million Baht)

52,553.55

31,714.50

(1,428.73) (520.73) (70.54) (50.86) 73.29 50,555.98

(1,444.90) (459.09) (25.85) (50.86) 54.55 29,788.35


Interested Persons Transactions Report Annual Report 2006 - Thai Beverage Public Company Limited

167

Transactions in statements of income

Description Revenue from sales and service income Interest income Other income Cost of sales Interest expense Other expenses Total Net - expense

Reference Attachment 1 Attachment 2 Attachment 3 Attachment 4 Attachment 5 Attachment 6

4,977,498,478.12 109,000,366.16 274,214,504.09 5,360,713,348.37 5,163,926,236.49

Revenues 178,462,319.37 22,383.56 18,302,408.95 196,787,111.88

As at 31 Dec. 06 Assets

Transactions in balance sheets Accounts receivable Accounts payable Amount due from and advances Amount due to and advances Purchase of assets Total Net - liabilities

Y-T-D Jan. - Dec. 06 Expenses

Attachment 7 Attachment 8 Attachment 9 Attachment 10 Attachment 11

21,080,549.67 64,334,647.95 3,762,175.70 89,177,373.32

Liabilities

819,305,613.29 4,837,787,398.32 5,657,093,011.61 5,567,915,638.29


168

Attachment 1

Revenue from sales and service income

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

LSPV Co., Ltd. Bang-Na Glass Co., Ltd. Pisetkij Co., Ltd. PS Recycle Co., Ltd. The Chonburi Sugar Corp. Ltd. The Mae Wang Sugar Industry Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. South East Capital Co., Ltd. The Thai Glass Industries PCL T.C.C. Technology Co., Ltd. Thai Beverage Can Co., Ltd. Thai Charoen Insurance PCL Plastic Agachon Co., Ltd. Golden Wealth Co., Ltd. T.C.C. Commercial Property Management Co., Ltd. T.C.C. Capital Co., Ltd. Siam Realty Co., Ltd. Southeast Assurance (2000) Co., Ltd. Southeast Life Assurance Co., Ltd. Plaza Athenee Hotel (Thailand) Co., Ltd. Queen’s Park Hotel Co., Ltd. Uttaradit Sugar Industry Co., Ltd. T.C.C. Holding Co., Ltd. Chroenwannakij Co.,Ltd. T.C.C. AGRO Co., Ltd.

Purchasing service Purchasing service, sales of glass Sales of glass remnants Sales of scrap, hire of work Purchasing service, hire of work Purchasing service Purchasing service Purchasing service Sales of water, rental and service Hire of work Purchasing service, sales of water Hire of work Sales of drinking water Purchasing service Sales of goods Sales of drinking water Sales of water Sales of water Advertising service, sales of drinking water Advertising service Sales of goods Sales of goods Sales of goods Sales of drinking water Construction service Advertising service

Amount 163.90 1,113,052.25 28,603,942.90 106,485,976.91 3,639,073.98 270,630.64 366,567.52 8,195.52 2,455,215.78 92,651.77 191,730.76 16,861.91 23,048.88 2,155.00 10,692.00 545,504.09 89,671.92 24,195.72 4,316,209.73 569,130.89 1,251,691.46 123,766.76 392,577.29 60,314.04 23,210.00 48,406.32


169

Attachment 1

Revenue from sales and service income

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

Tara Hotel Co., Ltd. Regent Gold Property Fund BJC Engineering Co., Ltd. Oishi Trading Co., Ltd. Lake View Land Co., Ltd. North Park Golf And Sport Club Co., Ltd. T.C.C. Land Co., Ltd. TCCCL Sena Co., Ltd. TCCCL Narathiwad Co., Ltd. TCCCL Sukhumvit 24 Co., Ltd. TCC Hotel Collection Co.,Ltd. Madrigal Trading Limited Total

Sales of goods Sales of drinking water Construction service Sales of goods Sales of goods Sales of drinking water Sales of goods Sales of goods, advertising service Sales of goods, advertising service Advertising service Sales of goods Sales of goods

Amount 257,167.84 7,883.84 1,117,114.90 10,730,337.14 671,787.00 177,684.55 76,782.78 1,778,224.53 1,936,009.72 2,219,626.17 1,569,014.29 7,196,048.67 178,462,319.37

Attachment 2

Interest income

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

Plastic Agachon Co., Ltd. Total

Interest income

Amount 22,383.56 22,383.56


170

Attachment 3

Other income

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

Amount

Wattanapat Trading Co., Ltd. Pisetkij Co., Ltd. PS Recycle Co., Ltd. Poon Peum Karnsura Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. South East Capital Co., Ltd. The Thai Glass Industries PCL Thai Beverage Can Ltd. Berli Jucker PCL. Thai Charoen Insurance PCL Plastic Agachon Co., Ltd. Southeast Assurance (2000) Co., Ltd. T.C.C. AGRO Co., Ltd. Best Spirits (China) Company Limited BJC Engineering Co., Ltd. Oishi Trading Co., Ltd. Mae Ping Hotel (1988) Co., Ltd. Mong Reththy Investment Cambodia Oil Palm Co., Ltd. Total

Rental and service Sales of scrap Sales of scrap Telephone bill Rental and service Claim of document lost Sales of scrap, claim of damaged bottles Compensation for beer Support for ThaiBev’s event Claim of document lost Transportation (employee) Support for ThaiBev’s event Gain on sales of asset Reimbursement of telephone Rental Rental of booth, miscellaneous sales Reimbursement of utilities

76,000.00 12,935,820.55 206,125.13 995.00 102,504.32 4,000.00 2,557,155.84 36,283.50 186,915.89 896,628.69 3,500.00 269,041.89 5,616.88 3,479.20 96,000.00 715,800.00 6,542.06

Sales of boiler

200,000.00 18,302,408.95


171

Attachment 4

Cost of sales

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

Praserdsuk Karnsura Co., Ltd. Surapiset Rungroj Co., Ltd. Bang-Na Glass Co., Ltd. Pisetkij Co., Ltd. PS Recycle Co., Ltd. The Chonburi Sugar Corp. Ltd. The Mae Wang Sugar Industry Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. South East Capital Co., Ltd. The Thai Glass Industries PCL T.C.C. Technology Co., Ltd. Thai Beverage Can Co., Ltd. Berli Jucker PCL. Thai Charoen Insurance PCL Plastic Agachon Co., Ltd. Golden Wealth Co., Ltd. Southeast Assurance (2000) Co., Ltd. Southeast Life Assurance Co., Ltd. N.C.C. Management and Development Co., Ltd. Plaza Athenee Hotel (Thailand) Co., Ltd. Queen’s Park Hotel Co., Ltd. Uttaradit Sugar Industry Co., Ltd. T.C.C. AGRO Co., Ltd. Tara Hotel Co., Ltd. Regent Gold Property Fund New Noble Property And Loan Fund

Purchase bottles Utilities Purchase of used bottles Purchase packing material Purchase of used bottles Purchase of molasses Purchase of molasses Purchase of molasses Purchase of molasses Car rental Purchase pallet, supplies Consultancy and system development Purchase packaging material Purchase of new bottles Insurance service Purchase of material Service charge Insurance service Insurance service Food and beverage Food and beverage Food and beverage Purchase of molasses Purchase of herb Food and beverage Office rental Land rental

Amount 12,780.67 858,955.00 43,721,931.02 819.00 917,990,521.65 39,835,349.91 23,952,535.10 52,539,291.90 7,652,426.80 3,886,305.15 1,636,312.50 31,120,606.41 1,070,207,042.28 1,971,160,065.11 35,542,637.78 2,381,280.00 18,705.00 29,111,175.21 792,388.60 93,457.94 293,996.88 319,508.38 32,078,860.08 3,305,220.00 18,859.81 1,003,120.75 14,239,860.00


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Attachment 4

Cost of sales

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

Mr. Pisanu Vichiensanth BJC Engineering Co., Ltd. Indara Insurance Public Co., Ltd. Mae Ping Hotel (1988) Co., Ltd. North Park Golf And Sport Club Co., Ltd. Dynamic Assets Property and Loan Fund Pan-Paper (1992) Co.,Ltd. T.C.C. Ningbo Best Spirits Co., Ltd. Madrigal Trading Limited Total

Hire of work Service charge Insurance service Food and beverage Food and beverage Land rental Purchase paper Purchase liquor Purchase liquor

Amount 1,986,825.00 159,478.00 5,280,409.59 1,162,263.42 534,200.63 50,808,000.00 93,055.00 8,342,644.66 625,357,588.89 4,977,498,478.12

Attachment 5

Interest expense

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

South East Capital Co., Ltd. Great Oriole Limited Total

Int Expense Int Expense

Amount 291,126.04 108,709,240.12 109,000,366.16


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Attachment 6

Other expenses

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

Surapiset Rungroj Co., Ltd. Wattanapat Trading Co., Ltd. Pisetkij Co., Ltd. PS Recycle Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. South East Capital Co., Ltd. The Thai Glass Industries PCL T.C.C. Technology Co., Ltd. Berli Jucker PCL. Thai Charoen Insurance PCL Sura Sumpun Co., Ltd. Phatralanna Co., Ltd. Plastic Agachon Co., Ltd. Golden Wealth Co., Ltd. T.C.C. Capital Co., Ltd. Siam Realty Co., Ltd. Southeast Assurance (2000) Co., Ltd. Southeast Life Insurance Co., Ltd. Plaza Athenee Hotel (Thailand) Co., Ltd. Queen’s Park Hotel Co., Ltd. T.C.C. Holding Co., Ltd. T.C.C. AGRO Co., Ltd. Tara Hotel Co., Ltd. Regent Gold Property Fund Chalitlarp Co., Ltd. Silvercord Capital Co., Ltd. New Noble Property And Loan Fund

Utilities Reimbursement of utilities Purchase supplies Reimbursement of packaging material Purchase sugar Car rental Damaged pallet Consultancy and system development Service charge Insurance service Rental, repair Rental, service Rental, service Service charge Service charge Rental, service Insurance service Insurance service Entertainment Entertainment Training Travelling Entertainment Office rental, utilities, car parking Rental, service Office shared cost Rental, service

Amount 17,137.79 (984.00) 301,628.70 (225,133.65) 81,448.01 81,984,478.98 3,149,575.00 19,545,295.94 600.00 24,315,684.61 3,426,876.00 240,000.00 892,493.97 68,330.00 558,879.31 503,600.00 8,741,278.62 5,719,080.80 52,170,775.41 17,699,710.04 157,901.84 747.66 6,122,575.17 5,273,646.72 180,000.00 206,166.97 918,395.00


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Attachment 6

Other expenses

Jan. - Dec. 2006 (Unit : Baht)

Company

Type of transaction

BJC Marketing Co., Ltd. BJC Engineering Co., Ltd. Indara Insurance Public Co., Ltd. Mae Ping Hotel (1988) Co., Ltd. Lake View Golf And Yacht Club Co., Ltd. Lake View Land Co., Ltd. The Imperial Lake View Hotel Co., Ltd. North Park Golf And Sport Club Co., Ltd. The Imperial Angkor Palace Hotel Co., Ltd. Kampuchea Liquor Trading Co., Ltd. T.C.C. Land Leisure Co., Ltd. TCC Hotel Collection Co., Ltd. Dynamic Assets Property and Loan Fund Best Wishes Co., Ltd. Pan-Paper (1992) Co., Ltd. Total

Entertainment Service charge Insurance service Entertainment Entertainment Entertainment Entertainment Entertainment Entertainment, transportation Office shared cost Entertainment Entertainment, training Insurance service Office shared cost Purchase A4 paper

Amount 312,453.99 90,000.00 1,029,669.32 5,434,790.80 1,594,882.05 550,487.04 732,632.87 8,923,505.55 433,760.37 474,804.58 2,477,115.34 11,615,573.06 2,177,323.39 6,220,116.84 97,200.00 274,214,504.09


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Accountds receivable

Company LSPV Co., Ltd. Pisetkij Co., Ltd. PS Recycle Co., Ltd. The Chonburi Sugar Corp. Ltd. The Mae Wang Sugar Industry Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. South East Capital Co., Ltd. The Thai Glass Industries PCL T.C.C. Technology Co., Ltd. Golden Wealth Co., Ltd. T.C.C. Commercial Property Management Co., Ltd. T.C.C. Capital Co., Ltd. Siam Realty Co., Ltd. Southeast Assurance (2000) Co., Ltd. Southeast Life Assurance Co., Ltd. Plaza Athenee Hotel (Thailand) Co., Ltd. Queen’s Park Hotel Co., Ltd. Uttaradit Sugar Industry Co., Ltd. T.C.C. Holding Co., Ltd. T.C.C. AGRO Co., Ltd. Tara Hotel Co., Ltd. Berli Jucker Foods Co., Ltd. BJC Engineering Co., Ltd. Oishi Trading Co., Ltd. Mae Ping Hotel (1988) Co., Ltd. Lake View Land Co., Ltd.

Attachment 7 As at 31 December 2006 (Unit : Baht) Amount 60.13 3,848,926.32 6,674,072.21 48,672.06 22,347.74 43,347.12 69.55 27,399.54 18,080.64 26,119.93 11,440.44 49,723.24 7,425.70 16,948.80 850,264.44 231,413.49 129,715.32 2,400.05 35,087.53 13,816.29 37,670.76 30,414.98 48,000.00 73,402.00 2,567,851.20 1,680.00 166,443.81


176

Accountds receivable

Company North Park Golf And Sport Club Co., Ltd. T.C.C. Land Co., Ltd. TCCCL Narathiwad Co.,Ltd. TCC Hotel Collection Co.,Ltd. Madrigal Trading Limited Total

Accountds payable

Company Bang-Na Glass Co., Ltd. Pisetkij Co., Ltd. PS Recycle Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. South East Capital Co., Ltd. T.C.C. Technology Co., Ltd. Thai Beverage Can Co., Ltd. Berli Jucker PCL. Southeast Assurance (2000) Co., Ltd. T.C.C. AGRO Co., Ltd. Mae Ping Hotel (1988) Co., Ltd. Pan-Paper (1992) Co.,Ltd. TCC Ningbo Best Spirits Co Ltd Total

Attachment 7 As at 31 December 2006 (Unit : Baht) Amount 69,798.24 62,535.74 225.02 228,295.43 5,736,901.95 21,080,549.67

Attachment 8 As at 31 December 2006 (Unit : Baht) Amount 205,102.04 59,583,997.27 74,111,881.56 3,348,578.33 39,375.00 51,681.00 23,326.00 126,042,054.16 553,917,295.81 538.21 134,100.00 250,306.36 77,371.70 1,520,005.85 819,305,613.29


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Amount due from and advances

Company Pisetkij Co., Ltd. PS Recycle Co., Ltd. The Chonburi Sugar Corp. Ltd. The Mae Wang Sugar Industry Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. South East Capital Co., Ltd. The Thai Glass Industries PCL Thai Beverage Can Co., Ltd. Berli Jucker PCL. Thai Charoen Insurance PCL Padermchai Co., Ltd. Southeast Assurance (2000) Co., Ltd. Uttaradit Sugar Industry Co., Ltd. T.C.C. AGRO Co., Ltd. Chalitlarp Co., Ltd. New Noble Property And Loan Fund Best Spirits (China) Company Limited BJC Engineering Co., Ltd. Indara Insurance Public Co., Ltd. T.C.C. Land Co., Ltd. Dynamic Assets Property and Loan Fund Mong Reththy Investment Cambodia Oil Palm Co.,Ltd. Total

Attachment 9 As at 31 December 2006 (Unit : Baht) Amount 6,868,887.49 36,872.27 7,974,045.99 6,518,750.00 12,031,250.00 200,801.22 1,462,886.88 38,823.35 7,155.00 1,808,502.29 9,000.00 1,752,939.53 6,671,875.00 1,961,583.00 45,000.00 3,552,900.00 3,722.74 16,000.00 1,150.40 100,000.00 13,038,000.00 234,502.79 64,334,647.95


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Amount due to and advances

Company Surapiset Rungroj Co., Ltd. Pisetkij Co., Ltd. The Suphanburi Sugar Industry Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. South East Capital Co., Ltd. T.C.C. Technology Co., Ltd. Thai Charoen Insurance PCL Suratip Vieng Ping Co., Ltd. Suratip Sawan Vichitr Co., Ltd. T.C.C. Capital Co., Ltd. Southeast Assurance (2000) Co., Ltd. Plaza Athenee Hotel (Thailand) Co., Ltd. T.C.C. Holding Co., Ltd. Tara Hotel Co., Ltd. Regent Gold Property Fund Silvercord Capital Co., Ltd. BJC Marketing Co., Ltd. BJC Engineering Co., Ltd. Indara Insurance Public Co., Ltd. Mae Ping Hotel (1988) Co., Ltd. Lake View Golf And Yacht Club Co., Ltd. Lake View Land Co., Ltd. North Park Golf And Sport Club Co., Ltd. T.C.C. Land Co., Ltd. Kampuchea Liquor Trading Co., Ltd. TCC Hotel Collection Co.,Ltd.

Attachment 10 As at 31 December 2006 (Unit : Baht) Amount 172,821.90 29,269.74 67.41 2,587.48 16,608,045.94 9,899,315.15 1,214.45 65,400.00 65,100.00 51,049.70 41,322,276.32 10,883,063.89 106,450.00 923,941.06 59,528.00 231,213.34 69,336.00 13,910.00 3,533,743.69 1,491,366.15 151,490.00 234,738.75 400,753.38 400,000.00 413,021.13 6,666,224.54


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Amount due to and advances

Company Dynamic Assets Property and Loan Fund Great Oriole Limited Pan-Paper (1992) Co.,Ltd. Total

Purchase of assets

Company LSPV (2001) Co., Ltd. Parksiri Co., Ltd. Peampolkanka Co., Ltd. Wattanapat Trading Co., Ltd. South East Capital Co., Ltd. Sukhothai Marketing Co., Ltd. T.C.C. Technology Co., Ltd. BJC Engineering Co., Ltd. T.C.C. Capital Co., Ltd. Total

Attachment 10 As at 31 December 2006 (Unit : Baht) Amount 1,605.59 4,743,851,305.06 138,559.65 4,837,787,398.32

Attachment 11 As at 31 December 2006 (Unit : Baht) Amount 616,000.00 638,505.00 788,508.78 25,000.00 301,476.92 4,500.00 176,175.00 1,211,700.00 310.00 3,762,175.70


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Appexdix Renewal of Shareholders’ Mandate for Interested Person Transactions 1. Background The Board of Directors of Thai Beverage Public Company Limited (the “Company”) refer to (a) the Notice of Annual General Meeting of the Company dated April 2, 2007 (the “Notice”), accompanying the Annual Report 2006, convening the Annual General Meeting (“AGM”) of the Company to be held on April 20, 2007, and (b) Resolution No. 9 under the heading “Special Business” set out in the Notice. 2. Shareholders’ Mandate Pursuant to the Company’s Prospectus dated 19 May 2006 (the “Prospectus”), approval of the Shareholders was deemed obtained for a shareholders’ mandate (the “Shareholders’ Mandate”) to enable the Company and its subsidiaries which are considered to be “entities at risk” within the meaning of Rule 904(2) of the listing manual (the “Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”), in their ordinary course of businesses, to enter into categories of transactions with specified classes of the Company’s interested persons, provided that such transactions are entered into on an arm’s length basis and on normal commercial terms. The details of the interested person transactions and shareholders’ mandate were disclosed in pages 124 to 148 of the said Company’s Prospectus. 3. Proposed Renewal of the Shareholders’ Mandate The Shareholders’ Mandate was expressed to take effect until the conclusion of the next AGM. Accordingly, the Directors propose that the Shareholders’ Mandate be renewed at the forthcoming AGM on April 20, 2007, to take effect until the next AGM of the Company. 4. Details of the Shareholders’ Mandate and Extension of Shareholders’ Mandate to include the provisions of manufacturing services to and by Interested Persons Details of the Shareholders’ Mandate, including the rationale for, and the benefits to, the Company, the review procedures for determining transaction prices with interested persons and other general information relating to Chapter 9 of the Listing Manual, are set out in the Annexure to this Appendix. The Company is also proposing to extend the Shareholders’ Mandate as set out in the Company’s Prospectus to include the obtaining of manufacturing and distributorship services from the specified classes of interested persons and the provision of manufacturing services to the specified classes of interested persons. The rationale for this extension of the Shareholders’ Mandate to allow for the provision of manufacturing and distributorship services from the specified classes of interested persons is to provide the Company, in times of growth and expansion, with the flexibility and quicker access to manufacturing capacity and a distributorship network should these interested persons be able to render these services on terms that are acceptable to the Company in accordance with the Shareholders’ Mandate. Similarly, where the Company has excess manufacturing capacity, the extension of the Shareholders’ Mandate to allow the Company to provide manufacturing services to the specified classes of interested persons, will facilitate the Company’s better use of its manufacturing capability, provided such services are rendered on terms that are acceptable to the Company in accordance with the Shareholders’ Mandate. 5. Audit Committee Statement The Audit Committee has reviewed the terms of the Shareholders’ Mandate and confirms that:(a) the review procedures for determining the transaction prices under the Shareholders’ Mandate have not changed since 19 May 2006, date of the Company’s prospectus; and


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(b) the review procedures referred to in the Annexure are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. If, during the periodic reviews by the Audit Committee, it is of the view that the established review procedures are no longer appropriate or adequate to ensure that the Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders, the Company will seek a fresh mandate from Shareholders based on new review procedures. 6. Directors’ and Substantial Shareholders’ Interests The interests of the directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at 21 January 2007 and 6 March 2007 respectively can be found in the Annual Report in respect of the financial year ended 31 December 2006 to be, or which has been, distributed to shareholders. 7. Abstention from Voting Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company, have interests in the shares of the Interested Persons (as described in the Annexure to this Appendix), and also hold directorships and/or executive positions in them. They and their respective associates will abstain from voting on Resolution No. 9 being the Ordinary Resolution relating to the proposed renewal of the Shareholders’ Mandate in respect of their shareholdings in the Company, if any, at the forthcoming AGM. 8. Directors Recommendation The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders’ Mandate are Mr. Komen Tantiwiwatthanaphan, Mr. Narong Srisa-an, Mr. Samut Hatthasing, Ms. Kanoknart Rangsithienchai, Mr. Chukiet Tangpongprush, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanankij, Gen. Dr. Choo-Chat Khumbhu Na Ayudhya, Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Mr. Sakthip Krairiksh, Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu Leopairote and Mr. Ng Tat Pun (the “Independent Directors”). The Independent Directors are of the opinion that the entry into of the Mandated Transactions described in the Annexure to this Appendix and those Interested Persons (as described in the Annexure to this Appendix is in the ordinary course of its business will be entered into to enhance the efficiency of the Group and are in the best interests of the Company. For the reasons set out in the Annexure to this Appendix, the Independent Directors recommend that Shareholders to vote in favour of Resolution No. 9, being the Ordinary Resolution relating to the proposed renewal of the Shareholders’ Mandate at the Second AGM. 9. Directors’ Responsibility Statement The Directors collectively and individually accept responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed herein are fair and accurate and that there are no material facts the omission of which would make any statement herein misleading. 10. Action To Be Taken By Shareholders Any Shareholder who is not able to attend the AGM in person should please duly complete a proxy form and submit to the Chairman of the Meeting prior to his proxy attending the Meeting.


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11. SGX-ST

The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Appendix. ANNEXURE General Mandate for Interested Persons Transactions We anticipate that we would, in the ordinary course of business, continue to enter into certain transactions with our interested persons, including but not limited to those categories of transactions described below. In view of the timesensitive nature of commercial transactions, it would be advantageous for us to obtain a shareholders’ mandate to enter into certain interested persons transactions in our ordinary course of business, provided that all such transactions are carried out on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. Chapter 9 of the Listing Manual allows a listed company to obtain a mandate from its shareholders for recurrent interested persons transactions which are of a revenue or trading nature or for those necessary for its day-to-day operations. These transactions may not include the purchase or sale of assets, undertakings or businesses which are not part of our day-today operations. Pursuant to Rule 920(2) of the Listing Manual, our Company may treat a general mandate as having been obtained from our Shareholders (“Shareholders’ Mandate”) for us to enter into interested persons transactions with our interested persons, if the information required under Rule 920(1)(b) of the Listing Manual is included in this document. In relation to us, the information required by Rule 920(1)(b) is as follows: (a) the class of interested persons with which the Entity At Risk (as defined below) will be transacting; (b) the nature of the transactions contemplated under the mandate; (c) the rationale and benefit to the Entity At Risk; (d) the methods or procedures for determining transaction prices; (e) the independent financial advisor’s opinion on whether the methods or procedures in (d) above are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of our Company and our minority Shareholders; (f) an opinion from our Audit Committee if it takes a different view to the independent financial advisor; and (g) a statement from us that we will obtain a new mandate from our Shareholders if the methods or procedures in (d) above become inappropriate. The Shareholders’ Mandate will be effective until the earlier of the following: (i) our first annual general meeting following the Listing Date of our Company on the Main Board of the SGX-ST; or (ii) the first anniversary of the Listing Date. Thereafter, we will seek the approval of our Shareholders for renewal of the Shareholders’ Mandate at each subsequent annual general meeting. Entities At Risk For the purposes of the Shareholders’ Mandate, an “Entity At Risk” means: • our Company; • a subsidiary of our Company that is not listed on the SGX-ST or an approved exchange; or • an associated company of our Company that is not listed on the SGX-ST or an approved exchange, provided that the Group or the Group and interested persons has control over the associated company.


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Classes of Mandated Interested Persons The Shareholders’ Mandate will apply to our Group’s transactions with the list of interested persons as set out in the Schedule – List of Our Interested Persons and Mandated Interested Persons” (the “Mandated Interested Persons” and each a “Mandated Interested Person”). Transactions with Mandated Interested Persons which do not fall within the ambit of the Shareholders’ Mandate shall be subject to the relevant provisions of Chapter 9 of the Listing Manual. Mandated Transactions The transactions with interested persons which will be covered by the Shareholders’ Mandate (“Mandated Transactions”) relating to the provision to, or obtaining from, interested persons of products and services in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group (but not in respect of the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations) are as follows: (a) purchases from interested persons of raw materials and packaging materials including new and used glass bottles, aluminium cans, molasses, herbs for the production of beer concentrate, cartons and caps; (b) obtaining from interested persons of insurance and insurance-related services; (c) purchases from interested persons of all kinds of consumer products, office and storage supplies including tissue paper and sugar for office use, scrap steel, malt bags and wooden pallets; (d) obtaining from interested persons of services, including services relating to provision of accommodation, vehicles and facilities for the directors of the Company and/or subsidiaries, staff training, telecommunications and software licensing, marketing and advertising and management services and services for the manufacturing and distributorship of products; (e) obtaining from interested persons of leases or subleases of office space, warehouses, passenger cars and land; (f) provision to interested persons of services including procurement services, property improvement services, advertising and sales services and manufacturing services; (g) lease or sub-lease to interested persons of office space, warehouses, passenger cars and land; (h) sale to interested persons of by-products including fertilizer, used bottles, and factory remnants such as aluminium and glass remnants and scrap paper; (i) sale to interested persons of our beer, spirits and water, and soda and other products; and (j) provision or the obtaining of such other products and/or services which are incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a) to (i) above. Review Procedures for Interested Persons Transactions Our Audit Committee has oversight of all interested persons transactions undertaken by our Group including, the review and where required, approval of such transactions. For this purpose, our Board of Directors has appointed Mr. Ng Tat Pun, an independent non-executive Director and member of the Audit Committee, to lead the Audit Committee in its role in respect of interested persons transactions undertaken by our Group (the “Lead Independent Director for IPTs”). We have also established the following procedures to ensure that the interested persons transactions are undertaken on an arm’s length basis and on normal commercial terms.


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Review Procedures and Threshold Limits In general, there are procedures established by our Group to ensure that interested persons transactions, including the Mandated Transactions with the Mandated Interested Persons, are undertaken on an arm’s length basis and on normal commercial terms consistent with our Group’s usual business practices and policies, and on terms which are generally no more favorable to the interested persons than those extended to or obtained from unrelated third parties. In particular, the following review procedures have been implemented: (1) Procurement and purchase of goods and obtaining services (a) All procurement and purchases made by our Group of a recurring nature which are in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group, including procurement and purchases which are Mandated Transactions with Mandated Interested Persons (such as the transactions referred to in paragraphs (a), (b), (c), (d) and (j) above under “General Mandate for Interested Person Transactions - Mandated Transactions”) will be governed by internal control procedures, which detail matters such as the constitution of internal approving authorities, their approval limits, the number of vendors (minimum of two) who provide us quotes, and the review procedures. The guiding principle is to objectively obtain the best goods and/or services on the best terms through competitive quotations, if appropriate. In determining whether the price and terms offered by interested persons are fair and reasonable, factors such as, but not limited to, delivery schedules, specification compliance, track record, experience and expertise, preferential rates, discounts or rebates offered for bulk purchases, will be taken into consideration. In addition, each interested person transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding approving authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction (the “Relevant Approving Authority”) as follows: Approval Limits Interested person transaction not exceeding Baht 500,000 in value Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value Interested person transaction above Baht 5 million but not exceeding Baht 10 million in value Interested person transaction above Baht 10 million but not exceeding Baht 20 million in value Interested person transaction above Baht 20 million but not exceeding 3% of the latest audited net tangible assets of the Group in value Interested person transaction above 3% of the latest audited net tangible assets of the Group in value

Relevant Approving Authority A deputy managing director or officer of equivalent rank A managing director or officer of equivalent rank A vice-chairman or officer of equivalent rank A chairman or officer of equivalent rank Any two vice-chairmen and/or chairmen or officers of equivalent rank Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs


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In relation to paragraph (j) above under “General Mandate for Interested Persons Transactions-Mandated Transactions,” the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a), (b), (c) and (d) above under “General Mandate for Interested Persons TransactionsMandated Transactions.” (b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of similar products and services (taking into account quantum, specifications and delivery schedules among others), or if the product is proprietary in nature), based on the value of the proposed interested persons transaction, the corresponding Relevant Approving Authority as set out above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable. (c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated 4 August 2004 entered into between Bang-Na Logistic Co., Ltd. and Berli Jucker Public Company Limited (the “Glass Bottle Purchase Agreement”) will be covered under the Shareholders’ Mandate, provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any adjustment authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of tenure of the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee. (2) Other interested persons transactions of a recurring nature (a) We intend to conduct other interested persons transactions not covered by paragraph (1) above which are of a recurring nature and that occur in the ordinary course of business of our Group. These transactions are necessary for the day-to-day operations of our Group and include the sale of products and provisions of services to interested persons and lease or sub-lease of property to or from interested persons and the Mandated Transactions with Mandated Interested Persons referred to in paragraphs (e), (f), (g), (h), (i) and (j) under “General Mandate for Interested Persons Transactions-Mandated Transactions” above. We intend to conduct these transactions at the prevailing market rates or prices of the product or service to be provided, and at prevailing market rentals for leases and sub-leases of property, on terms no more favorable to the interested person than the usual commercial terms extended to or, where applicable, by unrelated third parties (including, where applicable, preferential rates, discounts to favored customers or for bulk purchases) or otherwise in accordance with applicable industry norms, provided that: (i) in relation to the sale of products and provision of services which are not contemporaneously in time as the proposed interested person transaction being sold or provided to an unrelated third party, quotes from at least two other suppliers who are unrelated third parties not being the relevant interested person or his associates of similar products or services will be obtained; and (ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords and/or tenants who are unrelated third parties not being the relevant interested person or his associates of similarly sized and located properties put to similar use. In addition, each interested person transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding Relevant Approving Authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction as follows:


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Approval Limits

Relevant Approving Authority

Interested person transaction not exceeding Baht 200,000 in value Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value Interested person transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the Group in value Interested person transaction above 3% of the latest audited net tangible assets of the Group in value

A deputy managing director or officer of equivalent rank A managing director or officer of equivalent rank A vice chairman or officer of equivalent rank A chairman or officer of equivalent rank Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

In relation to paragraph (j) above under “General Mandate for Interested Persons Transactions - Mandated Transactions,” the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (e), (f), (g), (h) and (i) above under “General Mandate for Interested Persons TransactionsMandated Transactions.” (b) Where the prevailing market rates or prices are not available, whether due to the nature of products to be sold or services to be provided, the unavailability or impracticality of obtaining quotes from third party sources or otherwise, our Group’s pricing for these products and services will be determined in accordance with the Group’s usual business practices and pricing policies, consistent with the usual margin our Group will obtain for the same or substantially similar type of transaction with unrelated third parties. In determining the transaction price payable by Mandated Interested Persons for these products or services, factors such as, but not limited to, quantity, volume, consumption, customer requirements, specifications, duration of contract and strategic purposes of the transaction will be taken into account. In relation to leases and sub-leases of property, where prevailing market rentals are not available, whether due to the unavailability or impracticality of obtaining rental comparisons or otherwise, rental will be determined according to the Group’s usual business practices and policies. In addition, based on the value of the proposed interested person transaction, the corresponding Relevant Approving Authority as set out in paragraph (a) above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable. (3) Non-recurring interested persons transactions We may from time to time also conduct interested persons transactions not covered by paragraphs (1) and (2) above and which do not form part of the Shareholders’ Mandate. These transactions are not of a recurring nature or occur outside the ordinary course of business of our Group or which may not be necessary for the day-to-day operations of our Group and include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. We intend to conduct such transactions in accordance with the SGX-ST Listing Manual, including the threshold, approval


187

and other requirements under paragraphs 905 and 906 of the SGX-ST Listing Manual. In addition, we will monitor each transaction on an individual basis, and each transaction will require the prior approval of the corresponding Relevant Approving Authority below who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction. The Relevant Approving Authority will also review the transaction to ensure that they are carried out on normal commercial terms and not prejudicial to the interests of our Company and minority Shareholders: Approval Limits Relevant Approving Authority Interested person transaction not exceeding Baht 200,000 in value Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value Interested person transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the Group in value Interested person transaction above 3% of the latest audited net tangible assets of the Group in value

A deputy managing director or officer of equivalent rank A managing director or officer of equivalent rank A vice chairman or officer of equivalent rank A chairman or officer of equivalent rank Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

In the event that these interested persons transactions require the approval of our Shareholders, additional information may be required to be presented to Shareholders and an independent financial adviser may be appointed for an opinion. Other Review Procedures Our Audit Committee led by the Lead Independent Director for IPTs will also review all interested persons transactions including, Mandated Transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with. Our Group has also implemented the following procedures for the identification of interested persons transactions (including Mandated Transactions) and interested persons (including Mandated Interested Persons) and the recording of all our interested person transactions: (a) our Group Chief Financial Officer will maintain a register of all transactions carried out with interested persons, including the Mandated Interested Persons (and the basis, including the quotations obtained to support such basis, on which these transactions are entered into), whether mandated or non-mandated; and (b) on a quarterly basis, our Group Chief Financial Officer will submit a report to our Audit Committee of all recorded interested persons transactions, and the basis of all recorded interested persons transactions, entered into by our Group. Our Company’s annual internal audit plan will incorporate a review of all interested persons transactions, including the established review procedures for the monitoring of the interested persons transactions including Mandated Transactions, entered into or existing interested persons transactions that are renewed or revised during the current financial year, pursuant to the Shareholders’ Mandate.


188

In addition, our Audit Committee led by the Lead Independent Director for IPTs will review, on a quarterly basis, internal controls and review procedures for interested persons transactions to determine if they are adequate and/or commercially practicable in ensuring that the transactions between our Group and interested persons are conducted on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. In conjunction with this review, our Audit Committee will also ascertain whether we have complied with the established review procedures. Further, if during these periodic reviews by our Audit Committee, our Audit Committee is of the view that the internal controls and review procedures for interested persons transactions are inappropriate or not sufficient to ensure that the interested persons transactions will be on normal commercial terms and not prejudicial to the interests of our Company and our minority Shareholders, our Audit Committee will (pursuant to Rule 920(1)(b)(iv) and (vii) of the Listing Manual) revert to our Shareholders for a new Shareholders’ Mandate based on new internal controls and review procedures for transactions with the Mandated Interested Persons. During the period prior to obtaining a new mandate from Shareholders, all transactions with interested persons will be subject to prior review and approval by the Audit Committee. For the purposes of the above review of the internal controls and review procedures, any member of our Audit Committee who is not considered independent will abstain from participating in the Audit Committee’s review of the internal controls and review procedures. Our Audit Committee will have overall responsibility for determining the review procedures with the authority to delegate to individuals or committees within our Group as they deem appropriate. SCHEDULE List of our Mandated Interested Persons Mandated Interested Persons 1. TCC Holding Co., Ltd. 23. Pisetkij Co., Ltd. 2. Bang-Na Glass Co., Ltd. 24. Plastic Agachon Co., Ltd. 3. Berli Jucker Cellox Co., Ltd. 25. Plaza Athenee Hotel (Thailand) Co., Ltd. 4. BJC Engineering Co., Ltd. 26. Queen’s Park Hotel Co., Ltd. 5. Berli Jucker Foods Co., Ltd. 27. Regent Gold Property Fund 6. Berli Jucker Logistics Co., Ltd. 28. Siam Realty Co., Ltd. 7. Berli Jucker Public Company Limited 29. Southeast Capital Co., Ltd. 8. Berli Jucker Special Co., Ltd. 30. The Southeast Insurance (2000) Co., Ltd. 9. BJC Marketing Co., Ltd. , 31. The Southeast Life Insurance Co., Ltd. 10. BJC Trading Co., Ltd. 32. The Suphanburi Sugar Industry Co., Ltd. 11. Chalitlarp Co., Ltd. 33. Tara Hotel Co., Ltd. 12. Dhipaya Sugar (1999) Co., Ltd. 34. T.C.C. Agro Co., Ltd. 13. Golden Wealth Co., Ltd. 35. T.C.C. Capital Co., Ltd. 14. Indara Insurance Public Company Limited 36. T.C.C. Commercial Property Management Co., Ltd. 15. Lake View Golf and Yacht Club Co., Ltd. 37. T.C.C. Technology Co., Ltd. 16. Lake View Land Co., Ltd. 38. Thai Beverage Can Co., Ltd. 17. Mae Ping Hotel (1988) Co., Ltd. 39. Thai Charoen Insurance Public Company Limited 18. N.C.C. Management and Development Co., Ltd. 40. The Chonburi Sugar Corporation Limited 19. New Noble Property and Loan Fund 41. Thai Glass Industries Public Company Limited 20. Nongkhai Country Golf Club Co., Ltd. 42. The Maewang Sugar Industry Co., Ltd. 21. North Park Golf and Sports Club Co., Ltd. 43. The New Imperial Hotel Public Company Limited 22. P.S. Recycle Co., Ltd. 44. The Utaradit Sugar Industry Co., Ltd.


Accounting Manual Policy / SAP System Annual Report 2006 - Thai Beverage Public Company Limited

Status of the Completion and Implementation of the Group’s Accounting Policies ThaiBev developed an accounting manual in 2006, inviting Deloitte Touche Tohmatsu Jaiyos Advisory (Deloitte), part of one of the world’s top four auditing firms, to assist. An accounting manual will be used eventually to aid in the uniform understanding and utilization of the accounting system throughout companies in ThaiBev group. It formally comprises our accounting policy, chart of accounts, organization chart, accounting process flow, samples of documents and reports received and generated in the accounting process and etc. Deloitte delivered the accounting manual to ThaiBev on December 22, 2006. The initial four companies in the group to make use of this accounting manual are Thai Beverage PLC., the parent company, Beer Thai (1991) PLC., a brewery, Sangsom Co., Ltd., a distiller, and Pomthip Co., Ltd., a marketing and distribution company. All companies in ThaiBev group are expected to commence implementing the use of the accounting manual within 2007. Implementation and Status of ThaiBev’s SAP Information technology systems are important to our ability to manage business. Even though the current accounting closing activities can be supported by the existing system (principally the AS/400), we wish to gain the benefit of Enterprise Resource Planning (ERP). In 2001, we began implementation of an ERP system called SAP for two breweries and realized that there was a benefit in consistency and cooperation among business units; group harmonizing and improved business processes; and centralized financial analysis presenting a credible and transparent accounting of the costs and the business value realized. In 2006, our management therefore approved a budget to extend SAP implementation to 34 subsidiaries around Thailand. The working committee issued bid invitations to various SAP implementation vendors in Thailand and selected SAP Thailand as implementation vendor with the following milestones. January 2007 June 2007 July 2007 September 2007

SAP System goes live for four companies in the distillery group and Thai Alcohol PLC. SAP System goes live for ten companies in distillery group SAP System goes live for three companies in related business group SAP System goes live for four companies in related business group and five spirits and beer agency companies January 2008 SAP System goes live for four companies in related business group, one brewery company and Thai Beverage PLC.

189


190

Currently, the project is according to the schedule, as we have already gone live at five companies in the distillery group and at Thai Alcohol PLC. We expect the 28 remaining companies to migrate to the SAP system under the project plan. In addition, we plan to extend the implementation scope of the current project as follows: • Extend SAP implementation to cover distillation operation at Sura Piset Thipharat Co., Ltd. • Extend SAP implementation to cover production planning and plant maintenance at Cosmos Brewery (Thailand) Co., Ltd. It is expected that the cost of the additional scope can be covered by the implementation budget approved by management, but operation costs may slightly increase due to the increase in user licenses required. In addition to the above SAP implementation project plan, we plan to interface BC-Accounting system of 12 companies in the marketing business group to the SAP system by September 2008, and to extend SAP implementation to our overseas businesses by the end of 2010.


Announcements to SGX 2006 Annual Report 2006 - Thai Beverage Public Company Limited

Compliance with Singapore Exchange Regulations and Best Practices From May to December 2006, the Company posted 96 announcements via SGX-Net categorized as follows: 1. Four announcements of quarterly financial statements and dividend declaration. 2. Fifty-seven notices of major (substantial) shareholders and directors’ interest and changes in interest. Each time

the Company Secretary was informed of the changes in interest of any director(s), the Company Secretary also reported such information to other directors.

3. Four appointment announcements, consisting of a Senior Vice President, Company Secretary, Vice President - Office

of Controller, and Vice President - Office of Corporate Planning & Business Development.

4. Two announcements of acquisitions and realizations of assets of other companies resulting from acquisitions by

Company’s subsidiaries.

5. Twenty-nine miscellaneous announcements to conform to the regulations of the SGX, involving details of capital

increases of the Company’s subsidiaries, a summary of business performance results for each quarter for investors, a clarification of news about the Company, and disclosure of connected transactions among interested persons.

191


General Corporate Information 192

Annual Report 2006 - Thai Beverage Public Company Limited

Company Name Thai Beverage Public Company Limited Alcohol Group 1 Thai Alcohol Public Company Limited

Address 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

2 Fuengfuanant Co., Ltd. 3 Mongkolsamai Co., Ltd.

4 Thanapakdi Co., Ltd. 5 Kanchanasingkorn Co., Ltd.

Telephone

10900

(02) 272 2051-5

(02) 272 2328

(02) 223 3116

(02) 225 4205

(034) 391 021-4

(034) 234 909

(02) 272 2051-5

(02) 272-2441

62120 (055) 728 400-15

(055) 728 371

(02) 617 9500

(02) 617 9546

13250 (035) 259 333-47

(035) 289 371

10900 (02) 617 9500-29

(02) 617 9549

10900

(02) 278 4321

(02) 278 3436

73111

(034) 321 777-9

(034) 321 777 Factory 1

71110

(034) 611 053

(034) 611 778 Factory 2

31-35 Chalermkhet 1 Road, Khwaeng Wat Thepsirin, Khet Pomprab, Bangkok 10100 2 Moo 5, Tambon Bang Sai Pa, Amphoe Banglen, Nakhon Pathom 73130

Brewery Group 1 Beer Thai (1991) Public Company Limited 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 349 Moo 2 Tambon Mae Lad Amphoe Klong Klung Kampaengphet 2 Beer Thip Brewery (1991) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 68 Moo 2, Tambon Namtoa, Amphoe Bangban, Ayutthaya 3 Cosmos Brewery (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok Distillery Group 1 Sangsom Co., Ltd.

Post Code

14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 49 Moo 4, Tambon Hormkret, Amphoe Sampran, Nakhon Pathom 37/3 Moo 7, Tambon Wangkhanai, Amphoe Thamuang, Kanchanaburi 333 Moo 1, Tambon Tha Toom, Amphoe Si Maha Phot, Prachin Buri 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 149 Moo 5, Wangseesoob Ngew-Ngam Road, Tambon Phajud, Amphoe Muang, Uttaradit 315 Moo 4, Tambon Mae Faek, Amphoe San Sai, Chiangmai 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

10900

10900

Fax

25140 (037) 285 016-20

(037) 285 237

(02) 272 2051-5

(02) 272 2321

53000 (055) 449 126-30

(055) 449 131

50290

(053) 849 550-3

(053) 849 555

10900

(02) 272 2051-5

50 Moo 7, Tambon Wangkhanai, Amphoe Thamuang, Kanchanaburi 71110

(02) 272 2321 (02) 272 2295

(034) 611 783-5

(034) 611 786

10900

Remark

Factory

Factory

Factory

Factory

Factory


193

Company Name

Address

Post Code

Telephone

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

(02) 589 2911-2

(02) 958 4380

(02) 598 2850-9

(02) 598 2858

(044) 627 200-3 (044) 681 011-2

(044) 627 202

6 Sura Piset Thipharat Co., Ltd.

14 Soi Yasoob 1, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

7 Sura Bangyikhan Co., Ltd.

515-323-5 Moo 2, Tambon Prachathipat, Amphoe Thanya Buri, Pathum Thani 12130 82 Moo 3, Tambon Bang Khoo Wat, Amphoe Muang, Pathum Thani 12000 170 Moo 11, Tambon Nikhom, Amphoe Satuek, Buri Ram 31150

8 Athimart Co., Ltd. 9 S.S. Karnsura Co., Ltd. 10 Kankwan Co., Ltd.

11 Theparunothai Co., Ltd. 12 Red Bull Distillery (1988) Co., Ltd.

13 United Winery & Distillery Co., Ltd.

101 Moo 8, Tambon Kaeng Dom, King Amphoe Sawang Wirawong, Ubon Ratchathani

34190

(045) 202 212

14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

(045) 202 210-1 (045) 442 006-8

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

40310

(043) 441 013-5

(043) 441 017

43000

(042) 462 657 (042) 420 208

(042) 420 211

10900 (02) 617 9500-29

(02) 617 9530

74000

(034) 830 216-6

(034) 831 000

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

(034) 331 954 (034) 227 754-7

(034) 331 955

(056) 279 088-9

(056) 279 091

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

(077) 357 170-3

(077) 357 174

(032) 321 791-2 (032) 313 611-2

(032) 321 793

309 Moo 6, Nampong-Kranuan Road, Tambon Nampong, Amphoe Nampong, Khon Kaen 99 Moo 4, Tambon Hat Kham, Amphoe Muang, Nong Khai 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 8 Moo 5, Setthakit 1 Road, Tambon Nadee, Amphoe Muang, Samut Sakhon 14 Soi Yasoob 1, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

54 Moo 2, Sukhaphiban Road, Tambon Nakhonchaisri, Amphoe Nakhonchaisri, Nakhon Pathom 73120 14 Simathurakij Co., Ltd. 15 Nateechai Co., Ltd.

16 Luckchai Liquor Trading Co., Ltd.

Fax

1 Moo 6, Tambon Ban Daen, Amphoe Banphot Phisai, Nakhon Sawan 60180 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 10900 1 Moo 2, Highway No. 41 Road, Tambon Thakong Pang, Amphoe Punpin, Surat Thani 84130 46 Moo 1, Tambon Nong Klang Na, Amphoe Muang, Ratchaburi 70000

Remark

Factory

Factory

Factory

Factory

Factory


194

Company Name Beer Marketing Group 1 Pomthip Co., Ltd. 2 Pomkit Co., Ltd. 3 Pomchok Co., Ltd. 4 Pomcharoen Co., Ltd. 5 Pomklung Co., Ltd. 6 Pomburapa Co., Ltd.

Liquor Marketing Group 1 Num Yuk Co., Ltd. 2 Num Thurakij Co., Ltd. 3 Num Muang Co., Ltd. 4 Num Nakorn Co., Ltd. 5 Num Palang Co., Ltd. 6 Num Kijjakarn Co., Ltd.

Distribution Agent Group 1 Thipchalothorn Co., Ltd. 2 Krittayabun Co., Ltd. 3 Surathip Co., Ltd.

Address 2194 Charoen Krung Road, Khwaeng Wat Phraya Krai, Khet Bang Kho Laem, Bangkok 48, 50, 52 Suranaree Road, Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima Daw.16/1 U Thong Road, Tambon Tha Wasukri, Amphoe Phra Nakhon Si Ayutthaya, Ayutthaya 135/3 Moo 4, Kanchanavithi Road, Tambon Bang Kung, Amphoe Muang, Surat Thani 80/13-14 Ekathosarot Road, Tambon Nai Muang, Amphoe Muang, Phitsanulok 51/42 Moo 3, Sukhumvit Road, Tambon Ban Suan, Amphoe Muang, Chon Buri 95/390-391 Trok Nokkhet, Rama III Road,

Khwaeng Chong Nonsi, Khet Yannawa, Bangkok 51/40-41 Moo 3, Sukhumvit Road, Tambon Ban Suan, Amphoe Muang, Chon Buri Daw.16/2 Moo 1, U Thong Road, Tambon Tha Wasukri, Amphoe Phra Nakhon Si Ayutthaya, Ayutthaya 149/3 Chulachomklao Road, Tambon Tha Kham, Amphoe Phun Phin, Surat Thani 1/7-8 Phraya Surasi Road, Tambon Nai Muang, Amphoe Muang, Phitsanulok 1, 3, 5 Trok Wat Muang, Suranaree Road, Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

Post Code

Telephone

10120

(02) 291 9711

(02) 289 4751

30000

(044) 242 496

(044) 241 714

13000

(035) 241 678

(035) 241 032

84000

(077) 224 774

(077) 224 775

65000

(055) 219 110

(055) 219 024

20000

(038) 287 268

(038) 272 525

10120

(02) 291 9711-5

(02) 289 4751

20000

(038) 287 268-9

(038) 272 525

13000

(035) 242 691

(035) 242 691

84130

(077) 224 771-4

(077) 224 775

65000

(055) 241 132

(055) 219 024

30000

(044) 242 496

(044) 241 747

10900 (02) 617 9500-29

(02) 617 9530

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

Fax

Remark


195

Company Name

Address

Post Code

Telephone

Fax

4 Sunthornpirom Co., Ltd.

14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

5 Piromsurang Co., Ltd.

14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295

Khwaeng Talat Bangkhen, Khet Laksi, Bangkok

10210

(02) 973 4109

14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

(02) 973 4100-5 (02) 521 8040-1

10900

(02) 272 2051-5

(02) 272 2316

10120

(02) 670 2525

(02) 670 2535

10900 (02) 617 9500-29

(02) 617 9530

10900 (02) 617 9500-29

(02) 617 9530

10900

(02) 272 2051-5

(02) 272 2316

10900

(02) 272 2051-5

(02) 272 2316

10900 (02) 617 9500-29

(02) 617 9530

10900 (02) 617 9500-29

(02) 617 9530

10900 (02) 617 9500-29

(02) 617 9530

(02) 241 0127 (02) 241 0858

(02) 243 1607

10900 (02) 617 9500-29

(02) 617 9530

Import - Export & Logistics Group 1 Thai Beverage Marketing Co., Ltd. 2 Sahatipkarnkonsong Co., Ltd.*

* The name has been changed to “Thai Beverage Logistics Co., Ltd.” as of 30 Jan. 07

Related Business Group 1 Dhospaak Co., Ltd. 2 Pan International (Thailand) Co., Ltd. 3 Bionic Humas Co., Ltd. 4 Maharas Agri Co., Ltd. 5 Thai Molasses Co., Ltd. 6 Additive Food Co., Ltd. 7 Charun Business 52 Co., Ltd. 8 Thai Cooperage Co., Ltd. 9 Dhanasindhi Co., Ltd. 10 Bang-na Logistics Co., Ltd.

40/53 Vibhavadi Rangsit Road,

195 Empire Tower, 25th Floor, Sathon Tai Road,

Khwaeng Yannawa, Khet Sathon, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 14 Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 949/6-8 Nakhon Chaisi Road, Khwaeng Thanon Nakhon Chaisi, Khet Dusit, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

10300

Remark


196

Company Name

Address

Post Code

Overseas Group 1 International Beverage Holdings Limited

2 3 4 5

6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong Moffat Distillery, Airdrie, Lanarkshire, ML6 8PL, Scotland InterBev (Singapore) Limited 3 Philip Street # 13-04 Commerce Point, Singapore InterBev (Cambodia) Co., Ltd. 140 Nehru (Street # 215) Sankat Vealvong, Khan 7 Makara, Phnom Penh, Kingdom of Cambodia InterBev Malaysia Sdn. Bhd. Suite 6.01, 6th Floor, Plaza See Hoy Chan, Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia International Beverage Holdings Limited 405 Lexington Avenue, 25th Floor, Suite 2532, USA, Inc. New York, USA 2711 Centerville Road, Suite 400, Wilmington, New Castle, State of Delaware, USA Best Spirits Company Limited Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong Pacific Spirits (UK) Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Blairmhor Limited Moffat Distillery, Airdrie ML6 8PL, Scotland Blairmhor Distillers Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Inver House Distillers Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Liquorland Limited 8 Westbank Road, Belfast, BT3 9JL, Northern Ireland Inver House Polska Limited ul. Obodrzyc?w 34 A/1, 81-812 Sopot, Poland Wee Beastie Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Inver House Distribution SA Avenue des Tilleuls, 62140 Marconne, France Moffat & Towers Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland The Knockdhu Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Speyburn-Glenlivet Distillery Moffat Distillery, Airdrie, ML6 8PL, Scotland Company Limited The Pulteney Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland The Balblair Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Glen Calder Blenders Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Hankey Bannister & Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland R. Carmichael & Sons Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland J MacArthur Junior & Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland Mason & Summers Limited 10 Foster Lane, London, EC2V 6HH, England James Catto & Company Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland

Telephone

Fax

(852) 2375 6648

(852) 2375 6188

Remark

44 (0) 1236 769377 44 (0) 1236 779001 048693

47500

(65) 6435 2161

(603) 5631-1486 (603) 5635-8595

10174 (212) 907 6446-7 (1)(917) 368 8005 19808

(852) 2375 6648

(852) 2375 6188

44 1236 769377 44 1236 769377 44 1236 769377 44 1236 769377

44 1236 771372

44 (0) 1236 769377

44 1236 769781 44 1236 769781

Dormant Dormant Dormant

44 (0) 1236 769377 44 (0) 1236 769377 44 (0) 1236 769377

Dormant Dormant Dormant Dormant

44 (0) 1236 769377 44 (0) 1236 769377 44 (0) 1236 769377 44 (0) 1236 769377 44 (0) 1236 769377 44 (0) 1236 769377 44 (0) 1236 769377 44 (0) 1236 769377

Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant


Company Name Others 1 Vidhayathan Co., Ltd. 2 Muangkij Co., Ltd. 3 T.C.C. Cosmo Corporation Limited 4 Pan Alcohol Co., Ltd. 5 Banglen Agriculture Co., Ltd. 6 Archa Beer Co., Ltd. 7 Beer Chang Co., Ltd. 8 Sint Ek Panich Co., Ltd. 9 Sura Piset Sahasan Co., Ltd.

10 Sura Piset Samphan Co., Ltd.

11 Sura Piset Pattharalanna Co., Ltd.

12 Thai Thum Distillery Co., Ltd.

Address 15 Moo 14, Vibhavadi Rangsit Road,

Khwaeng Chomphol, Khet Chatuchak, Bangkok 9 Dao Khanong-Chom Thong Road, Khwaeng Bang Kho, Khet Chom Thong, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 31-35 Chalermkhet 1 Road, Khwaeng Wat Thepsirin, Khet Pomprab, Bangkok 4236/56 Trok Nokkhet, Rama III Road, Khwaeng Bang Khlo, Khet Bang Kho Laem, Bangkok 15 Moo 14, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 31-35 Chalermkhet 1 Road, Khwaeng Wat Thepsirin, Khet Pomprab, Bangkok 14 Soi Yasoob 1, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

Post Code

Telephone

Fax

10900 (02) 617 9500-29

(02) 617 9530

(02) 272 2051

(02) 272 2584

10900 (02) 617 9500-29

(02) 617 9530

19500

Remark

10900

(02) 272 2051-5

(02) 272 2330 Dormant

10100

(02) 223 3125

(02) 225 4205 Dormant

10120 (02) 617 9500-29

(02) 617 9530

10900 (02) 617 9500-29

(02) 617 9530

10100

(02) 223 3125

(02) 225 4205 Dormant

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295 Dormant

10900

(02) 272 2051-5

(02) 272 2321 (02) 272 2295 Dormant

Khwaeng Chomphol, Khet Chatuchak, Bangkok

10900

(02) 272 2051-5

14 Soi Yasoob 1, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok

(02) 272 2584 # 1722 Dormant

10900

(02) 272 2051-5 # 1731

(02) 272 2321, (02) 272 2295 Dormant

14 Soi Yasoob 1, Vibhavadi Rangsit Road, Khwaeng Chomphol, Khet Chatuchak, Bangkok 14 Soi Yasoob 1, Vibhavadi Rangsit Road,

Company Legal Advisor White & Case (Thailand) Limited, 22nd floor, Mercury Tower, 540 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 Company Compliance Advisor Venture Law LLC, 50 Raffles Place #31-01, Singapore Land Tower, Singapore 048623 Cerfified Public Accountant Mr. Nirand Lilamethwat (CPA No.2316) or Mr. Supot Singhasaneh (CPA No.2826) or Ms. Nittaya Chetchotiros (CPA No.4439) of KPMG Phoomchai Audit Ltd. has been appointed as Company Auditor on March 27, 2006.


THAIBEV: ANNUAL REPORT 2006  

Thai Beverage Plc.

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