Page 1


Contents

3 / Investor Information

4 / Financial Highlights

8 / Message from the Chairman

10 / CEO Talk 12 / Board of Directors 14 / Executive Committee & Management Committee 16 / Profile of Directors & Key Management 28 / Product Portfolio 38 / Sustainability Report 46 / Awards 52 / Shareholding Structure 54 / Report of the Board of Directors 66 / Organization Structure 70 / Operating and Financial Review 92 / Our People Our Success 94 / Credit Rating Announcement 95 / Corporate Governance Report 108 / Audit Committee Report 109 / Audit Report of Certified Public Accountant 110 / Financial Statements 214 / Interested Persons Transactions Report 230 / Announcements to SGX in 2011 231 / General Corporate Information


Annual Report 2011

/

Thai Beverage Public Company Limited

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

SGX Ticker / THBEV Reuters / tbev.si Bloomberg / thbev sp Yahoo Finance / Y92.SI

ThaiBev’s Stock Performance

Fiscal year ends December 31 External Auditor KPMG Phoomchai Audit Ltd. Dividend Policy Not less than 50% of net profit after deducting all appropriated reserves and investments Share price * 2011 High S$ 0.30 2011 Low S$ 0.24

Share Price (S$) 0.35

* Data from January 3, 2011 to December 30, 2011 SET Rebased

0.30

ThaiBev Close

0.25

STI Rebased

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2011

ThaiBev’s Monthly Volume

Investor Relations Contact Investor Relations Department Thai Beverage Public Company Limited 14 Vibhavadi Rangsit Rd., Chomphon Chatuchak, Bangkok 10900 THAILAND Corporate website: www.thaibev.com IR website: www.thaibev.com/ir.html E-mail: ir@thaibev.com Investor Relations Team: Panya Thongchai Head of Investor Relations Tel: +662 785 5035 Fax: +662 272 3026 E-mail: panya.t@thaibev.com

Vol. (M Shares) 300

Namfon Investor Tel: Fax: E-mail:

250

200

Aungsutornrungsi Relations Manager +662 785 5037 +662 272 3026 namfon.a@thaibev.com

Kamolrat Lapumnuaypon Investor Relations Officer Tel: +662 785 5036 Fax: +662 272 3026 E-mail: kamolrat.l@thaibev.com

150

100

50

0

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2011

Tiranan Kittipong Investor Relations Officer Tel: +662 785 5281 Fax: +662 272 3026 E-mail: tiranan.k@thaibev.com /3


/ Financial Highlights

Financial Highlights

2011

Restated* 2010

Revenue from sales

132,187

120,472

Total revenues

132,754

120,837

Cost of sales

97,342

89,825

Gross profit

34,845

30,647

Operating profit

17,339

14,699

EBIT

17,906

15,064

Net profit

11,984

10,659

3,331

4,492

21,237

19,556

Current assets

46,270

35,189

Non-current assets

53,622

41,844

Total assets

99,892

77,033

Current liabilities

21,310

18,368

Non-current liabilities

15,065

1,785

Total liabilities

36,375

20,153

Shareholders’ equity

63,517

56,880

Total liabilities and shareholders’ equity

99,892

77,033

Statements of Income ( Mil.Baht )

Depreciation and amortisation EBITDA

Statements of Financial Position ( Mil.Baht )

Liquidity Ratio

/4

Current Ratio

times

2.17

1.92

Quick Ratio

times

0.69

0.44

Average Collection Period

days

7.65

6.02

Average Inventory Period

days

110.23

108.37

Average Payable Period

days

16.98

14.01

Cash Cycle

days

100.90

100.38


Annual Report 2011

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Thai Beverage Public Company Limited

2011

Restated* 2010

Profitability Ratio Gross Profit Margin

%

26.36

25.44

EBITDA Margin

%

16.07

16.23

EBIT Margin

%

13.55

12.50

Operating Cash Flows to Operating Profit Ratio

%

70.63

103.49

Net Profit Margin

%

9.07

8.85

Return on Equity

%

19.91

18.81

Return on Assets

%

13.55

13.83

Return on Fixed Assets

%

30.81

29.26

times

1.49

1.56

Debt to Equity Ratio

times

0.57

0.35

Interest Bearing Debt to Equity Ratio

times

0.29

0.16

Interest Bearing Debt to EBITDA Ratio

times

0.86

0.48

Interest Coverage Ratio

times

46.70

75.59

%

77.15

83.30

Efficiency Ratio

Total Assets Turnover

Leverage Ratio

Dividend Payout Ratio * Restated with new and revised Thai Financial Reporting Standards

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/ Financial Highlights

Total Sales Revenue

2010

120.5

Billion Baht

132.2 2011

From From Food Non-Alcohol Beverage

3

%

/6

8

%

From Beer

25

%

Billion Baht

64

From Spirits

%


Annual Report 2011

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Thai Beverage Public Company Limited

Million Liters

Sales Volume Spirits

552

2011

520

2010 Beer

2011

613 651

2010

Non-Alcohol Beverage

519

2011* 2010

348

* Remark: Sales volume of the Non-Alcohol beverage from the 4th quarter of 2011 onwards (after the acquisition of Serm Suk Public Company Limited (“Serm Suk�)) includes sales volume of products under brands owned by Serm Suk.

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Annual Report 2011

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Thai Beverage Public Company Limited

Message from the Chairman Dear Shareholders, 2011 was a challenging year for ThaiBev in several aspects. The Thai economy grew at a slower pace following the decelerating global economies. In addition, the latter part of 2011, most of Thailand regions including the outlying areas of central business district (CBD) of Bangkok were confronted with its worst floods in 50 years. The flood caused damages and disrupted many businesses’ production and distribution capability, resulting in dampened public consumption and private sector investments. Not spared by the floods, ThaiBev were also affected by this natural disaster, especially our production facilities in the central region. Although we managed to protect our distilleries and breweries, production and distribution process to a great extent were hindered. Our Oishi beverages and central kitchen production facilities were severely affected. Nevertheless, with ThaiBev’s prudent planning and risk mitigation management on natural disasters, including the insurance policy to hedge such risks, we were entitled to compensation from such damages. We coped and swiftly dealt with the worsening floods to ensure the continuity of production and distribution, especially for drinking water–the essential necessity for flood victims which became scarce as the crisis evolved. Concurrently, ThaiBev proactively provided relief efforts to our flood-affected employees and people living in the hardest hit communities. Despite macro-economic, geo-political, social and environmental impacts, and other challenges beyond our control, ThaiBev strode ahead steadily with efficient business plans and dedication from our staff. I am proud to report that ThaiBev continues to deliver a resilient financial performance, with satisfactory sales growth, especially from our alcohol beverage portfolio, driven by robust consumption. Emphasis are towards our long established brands like Hong Thong and introduction of various new products in the non-alcohol beverage segment to stay ahead of the changing trends of consumers demand. At the same time, we continue to expand our product consumer base. In late 2011, we launched a quality beer under the brand Chang Export, formulated to win the hearts of drinkers who prefer lower degree alcohol beer, which received encouraging feedbacks. On overseas front, our international business saw continuously satisfactory growth, helping to boost our brand awareness in new markets and diversifying our business geographically. Strengthening our position in the non-alcohol beverage portfolio is among our key strategies to become one of the leading beverage companies in the region. We have

continuously launched new products as an extension to capture different demographics. I am delighted to welcome Serm Suk Public Company Limited, the leading domestic manufacturer and distributor of non-alcohol beverages, to ThaiBev family in 2011. This addition to ThaiBev will enhance our logistics business in respect of distribution capability, especially in the non-alcohol beverage operations. ThaiBev has declared dividend payments on a continuous basis, since our listing on the Main Board of the Singapore Exchange Securities Trading Limited in 2006. For the 2011 operating results, the Company declared an interim dividend payment of Baht 0.15 per share in September 2011. In addition, the Board of Directors of the Company shall propose to the 2012 Annual General Meeting of Shareholders to approve the payment of dividend of Baht 0.22 per share. In case the proposed dividend payment is approved, the total dividend payment from the 2011 operating results will be totaling Baht 9,290,709,250 or Baht 0.37 per share. This reflects the Company as a stable investment. ThaiBev has been able to pay dividends to shareholders in these times of uncertainty. I believe that ThaiBev will continue to move forward with business and financial stability, even in uncertain times ahead, and the Company will continue to deliver satisfactory performance and returns for shareholders. I would like to thank our Board of Directors for their support and guidance through the years. ThaiBev has strived to adhere to the highest standards and the best practices of corporate governance and this will continue to be our focus in the coming years. I would also like to thank our management team and staff who have shown dedication and commitment to overcome the challenges we have experienced over the past year. Our people are key drivers of our success and I believe that it is because of their hard work and determination to excel that ThaiBev was able to achieve positive results in 2011 and years to come. On behalf of the Board of Directors and the Management team of ThaiBev, I would like to convey our thanks for your loyalty and belief in the long-term growth of our Company.

Charoen Sirivadhanabhakdi Chairman of the Board

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CEO Talk Dear Shareholders, 2011 was an eventful year for Thailand, growth of Thai business sector to some extent was held back by several challenges. One that stands out is the instability of global economy. On the domestic front, Thailand suffered through its worst flood in decades during the latter part of 2011. Many Thai business sectors were severely impacted by the flood situation. For ThaiBev, we prepared and dealt with the circumstances by forming related committees and working groups to oversee key operations in order to ensure business continuity, to provide morale support and assistance to our employees as well as extending our support to the general public who are affected by the ordeal, and to prepare for the post-flood recovery plan. Moreover, ThaiBev joined hand with the leading Thai corporations in a campaign called ‘Power of Thai Project’. The main purpose of the project is to raise funds to provide financial support and restoration in relation to education for children after the flood. ThaiBev businesses were no exception; some of our operations were affected and damaged by the flood. We however managed to minimize the severity, among which was that we rechanneled our product distribution. We resorted to optimizing our extensive and flexible distribution networks by altering the delivery routes to ensure that our products reached consumers, amidst the crisis. Our sales teams were relocated to unaffected zones in order to maintain on-going support and sales continuity as well as to compensate for loss of sales in the flooded zones. Even though these efforts added higher distribution cost for a short period, we successfully maintained the sales volume and minimized the relevant impact. ThaiBev overcame many constraints and delivered a total sales of Baht 132,186 million or an increase of 9.7 percent in 2011 while our net profit saw growth of 12.4 percent, when compared to 2010. The net profit rose as a result of the healthy growth of the domestic spirits business as we continuously catered products which answered to demands of consumers, both in terms of taste and price. 2011 also marked the launch of the newest member of the Chang family called “Chang Export”, introduced in late 2011 to fulfill the demand of drinkers who prefer lighter beer with lower alcohol degree. Our non-alcohol business also made significant progress in 2011. We continued to venture into and expanded our non-alcohol segment through the launch of innovative products; for example, green tea mixed with soda water “Chakulza” — aimed to penetrate the carbonated soft drink market, “Fruito”, green tea mixed with fruit flavors — our step further into the fruit juice market. These reflected our unending product development to secure and strengthen our market position as leader of green tea drinks as well as to expand our consumer base. A major milestone for the nonalcohol business in 2011 was the acquisition of Serm Suk Public Company Limited (“Serm Suk”) from PepsiCo Group. By combining Serm Suk’s strong distribution network and ours, ThaiBev gains greater and more extensive access to consumers, especially for the non-alcohol portfolio. Our international business performance continues to grow in all markets. 2011 saw growth of 25 percent, with the key

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contributors being Chang Beer and our single malt whisky portfolio produced by our Scotch distilleries. I am proud to share with you that our “Chang Beer” was awarded the Asia’s Best Premium Lager at the World Beer Awards 2011. In addition, our single malt whisky brand, “Old Pulteney 21 Year Old” was honored as the World Whisky of the Year by the internationally recognized 2012 edition of Jim Murray’s Whisky Bible Guide. ThaiBev continues to focus on strengthening presence in the global markets and proceed with the prudent investment plan in order to prepare for the ASEAN Free Trade Agreement (AFTA), with keen interests in the expanding economies that present high growth opportunities namely, Vietnam with its healthy economic growth, and Myanmar — on the dawn of social reforms. In 2012, the Thai economy may experience a discernible slowdown in the early part of the year due to the lingering effects of the flood. But on a positive note, the economy is expected to gradually recover both in the production and industrial sectors. In addition, post-flood reconstruction spending by households and public sectors should fuel the economic recovery. Key factors to improve 2012’s economy are the government’s measures to reinstate confidence of investors and business operators, especially those related to water resource management and measures to stimulate domestic spending. Nevertheless, external factors, particularly the European debt issue, could once again impact the world economy as well as the Thai export sector. As for ThaiBev, we will continue to maintain our focus, that is to accelerate growth of our brands and internal development in order to achieve sustainable returns. Apart from our focus on the business growth, ThaiBev continues to emphasize the importance of quality work force, which forms a solid foundation for us to flourish in every aspect. With our aspiration, we groom and foster further progress of our people, especially in respect of knowledge, skills, and expertise. At the same time, we have instilled a corporate culture that will nurture our staff to live up to “THAIBEV” corporate core values, which consist of “Team Spirit”, “Heart”, “Accountability”, “Initiative”, “Be Best, Be Bold, Be Bright”, “Efficiency”, and “Virtue”, all of which shall pave the way to development of our people and quality growth of the Company. Lastly, I would like to express my gratitude and appreciation to the Board of Directors for their valuable opinions and recommendations. In addition, I would like to thank our management team and staff for their determination and devotion. I would also like to take this opportunity to convey my appreciation to our shareholders for your vote of confidence. Your kind encouragement has been inspirational and the driving forces that elevated our success in 2011. As we plan for future growth, I look forward to your continuing support.

Thapana Sirivadhanabhakdi President and CEO


/ Board of Directors

Board of Directors

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Annual Report 2011

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Thai Beverage Public Company Limited

1 / Mr. Charoen Sirivadhanabhakdi Chairman

9 / Mr. Ng Tat Pun Independent Director and Audit Committee Member

17 / Mr. Sawat Sopa Director and Executive Vice President

2 / Khunying Wanna Sirivadhanabhakdi 18 / Mr. Ueychai Tantha-Obhas 10 / Mr. Michael Lau Hwai Keong Vice Chairman Director and Executive Vice President Independent Director 3 / Mr. Narong Srisa-an 19 / Mr. Sithichai Chaikriangkrai 11 / Prof. Pornchai Matangkasombut Vice Chairman Director and Executive Vice President Independent Director 20 / Dr. Pisanu Vichiensanth 4 / Mr. Komen Tantiwiwatthanaphan 12 / Mr. Sakthip Krairiksh Vice Chairman Director and Senior Vice President Independent Director 5 / Mr. Puchchong Chandhanakij 13 / Gen. Dr. Choo-Chat Kambhu Na Ayudhya Director Independent Director 6 / Ms. Kanoknart Rangsithienchai 14 / Mr. Vivat Tejapaibul Director Director 7 / Prof. Kanung Luchai Independent Director and 15 / Mr. Panote Sirivadhanabhakdi Ms. Vaewmanee Soponpinij Audit Committee Member Director Company Secretary / Secretary to the Board 8 / Mr. Manu Leopairote Independent Director and Audit Committee Member

16 / Mr. Thapana Sirivadhanabhakdi President and CEO

Ms. Nantika Ninvoraskul Assistant Secretary to the Board

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/ Executive Committee

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Annual Report 2011

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Thai Beverage Public Company Limited

Executive Committee 1 / Mr. Charoen Sirivadhanabhakdi Executive Chairman

7 / Mr. Thapana Sirivadhanabhakdi President and CEO

13 / Mr. Karn Chitaravimol Senior Vice President

2 / Khunying Wanna Sirivadhanabhakdi 1st Executive Vice Chairman

8 / Mr. Sawat Sopa Director and Executive Vice President

14 / Mr. Matthew Kichodhan Senior Vice President

3 / Mr. Narong Srisa-an 2nd Executive Vice Chairman

9 / Mr. Ueychai Tantha-Obhas Director and Executive Vice President

15 / Mr. Jean Lebreton Senior Vice President

4 / Mr. Komen Tantiwiwatthanaphan 3rd Executive Vice Chairman

10 / Mr. Sithichai Chaikriangkrai Director and Executive Vice President

16 / Mr. Polapatr Suvarnazorn Senior Vice President

5 / Mr. Puchchong Chandhanakij 4th Executive Vice Chairman

11 / Dr. Pisanu Vichiensanth Director and Senior Vice President

17 / Mr. Marut Buranasetkul Senior Vice President

6 / Ms. Kanoknart Rangsithienchai 5th Executive Vice Chairman

12 / Mr. Vichai Chaiyavaranurak Senior Vice President

Management Committee 1 / Mr. Thapana Sirivadhanabhakdi President and CEO Marketing

5 / Dr. Pisanu Vichiensanth Director and Senior Vice President Beer Production

9 / Mr. Jean Lebreton Senior Vice President Strategy

2 / Mr. Sawat Sopa Director and Executive Vice President Spirit Production

6 / Mr. Vichai Chaiyavaranurak Senior Vice President Related Business

10 / Mr. Polapatr Suvarnazorn Senior Vice President General Affairs

3 / Mr. Ueychai Tantha-Obhas Director and Executive Vice President Sales

7 / Mr. Karn Chitaravimol Senior Vice President Non-Alcohol Production

11 / Mr. Marut Buranasetkul Senior Vice President Corporate Services

4 / Mr. Sithichai Chaikriangkrai Director and Executive Vice President Finance

8 / Mr. Matthew Kichodhan Senior Vice President International Business

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/ Profile of Directors & Key Management

Profile of Directors & Key Management Mr. Charoen Sirivadhanabhakdi was appointed Chairman of the Board of Directors of Thai Beverage Public Company Limited in 2003. He has been the Chairman of Beer Thai (1991) Public Company Limited since 2001, the Chairman of the Red Bull Distillery Group of Companies since 2004, the Chairman of TCC Land Co., Ltd. since 2002, the Chairman of Berli Jucker Public Company Limited since 2001 and the Chairman of South East Group Co., Ltd. since 1997. In addition, he has been the Chairman of TCC Holding Co., Ltd. since 1987. Mr. Charoen holds an Honorary Doctoral Degree in Agricultural Business Administration from Maejo Institute of Agricultural Technology, an Honorary Doctoral Degree in Industrial Technology from Chandrakasem Rajabhat University,

Khunying Wanna Sirivadhanabhakdi was appointed Vice Chairperson of the Board of Directors in 2003. She has been the Chairperson of Beer Thip Brewery (1991) Co., Ltd. and the Sangsom Group of Companies since 2004. She has also been the Vice Chairperson of TCC Capital Land Limited since 2003, the Vice Chairperson of Berli Jucker Public Company Limited since 2001 and the Vice Chairperson of the Executive Board of TCC Holding Co., Ltd. since 1972. Khunying Wanna holds an Honorary Doctoral Degree in Bio-technology from Ramkhamhaeng University, an Honorary Doctoral Degree in Business Administration from Maejo Institute of Agricultural Technology, an Honorary Doctoral Degree in Business Administration from Chiang Mai University and an Honorary Doctoral of Philosophy Degree in Social Sciences

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an Honorary Doctoral Degree in Management from Huachiew Chalermprakiet University, an Honorary Doctoral Degree in Business Administration from Eastern Asia University, an Honorary Doctoral of Philosophy Degree in Business Administration from Mae Fah Luang University, and an Honorary Doctoral Degree in Management from Rajamangala University of Technology Suvarnabhumi. Mr. Charoen has received following Royal decorations, the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant, Knight Grand Cordon (Special Class) of the Most Noble Order of the Crown of Thailand, the Knight Grand Cross (First Class) of the Most Admirable Order of the Diredgunabhorn and the Knight Grand

Mr. Charoen Sirivadhanabhakdi Chairman / Executive Chairman

Commander (Second Class, Higher Grade) of the Most Illustrious Order of Chula Chom Klao. He was also awarded “Diamond Commerce� Award from Ministry of Commerce.

from Mae Fah Luang University. On the social activity side, she is the Vice Chairperson of the Bhumirajanagarindra Kidney Institute Foundation, a Director of the Siriraj Foundation, a Director of Ramathibodi Foundation, a Director of the Crown Prince Hospital Foundation, a Director of the Kidney Foundation of Thailand, a Director of the Elephant Reintroduction Foundation, a Director of the Committee for Recruitment and Promotion of Voluntary Blood Donors of the Thai Red Cross Society, and a Director of the Sala Chalermkrung Foundation. Khunying Wanna received numerous Royal Thai decorations, such as the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant (Ladies), the Knight Grand Cordon (First Class) of the Most Noble

Khunying Wanna Sirivadhanabhakdi Vice Chairman / 1st Executive Vice Chairman

Order of the Crown of Thailand (Ladies), 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 Diredgunabhorn.


Annual Report 2011

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Thai Beverage Public Company Limited

Mr. Narong Srisa-an was appointed Vice Chairman of the Board of Directors in 2003. He has 44 years’ experience in the banking industry, having served in Kasikorn Bank Public Company Limited from 1954 to 1998 as its Executive Vice Chairman and was an Independent Director of True Corporation Public Company Limited. He also holds

directorships in several public companies in Thailand, including Chairman of Oishi Group Public Company Limited, and Chairman of Double A (1991) Public Company Limited (Previously, Advance Agro Public Company Limited). He holds an Honorary Master of Economics from Thammasat University.

Mr. Komen Tantiwiwatthanaphan was appointed Vice Chairman of the Board of Directors in 2003. He has had over 40 years’ experience in managing companies in the distilling industry. He has served as President of Sahasan

(2529) Co., Ltd. since 1986, and as Director and Senior Vice President of Suramaharas Public Company Limited from 1986 to 1999. He holds a High School Certificate from China.

Mr. Puchchong Chandhanakij was appointed a Director and Executive Vice Chairman in 2003. Before joining Thai Beverage Public Company Limited, he was Managing Director of LSPV Co., Ltd. from 1988 to 2003. He was Executive Director (Finance) of the T.C.C. Group of Companies from 1983 to 1988, Director of Robina Credit Ltd. from 1980 to 1982 and Vice

President of Asia Credit Ltd. from 1975 to 1979. He also holds the position of independent director of Krisdamahanakorn Public Company Limited.

Mr. Narong Srisa-an

Vice Chairman / 2nd Executive Vice Chairman

Mr. Komen Tantiwiwatthanaphan

Vice Chairman / 3rd Executive Vice Chairman

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

Mr. Puchchong Chandhanakij

Director / 4th Executive Vice Chairman

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/ Profile of Directors & Key Management

Ms. Kanoknart Rangsithienchai was appointed as an Executive Vice Chairman of the Company in May 2010. Prior to this appointment, she was the Director and Executive Vice President since 2003. She has extensive experience in finance and accounting. Before joining the Company, she had been the Executive Vice President of the Sangsom Group of Companies from 2000 to 2003, and the Vice President of the Office of Controller, Surathip Group of

Companies from 1983 to 1999. From 1975 to 1982, she served as the Accounting Manager of the T.C.C. Group of Companies and as an accountant at J&JHO Co., Ltd., from 1970 to 1975. She holds a Bachelor of Accounting from Thammasat University and has completed the Director Accreditation Program with the Thai Institute of Directors.

Ms. Kanoknart Rangsithienchai

Director / 5th Executive Vice Chairman

Prof. Kanung Luchai was appointed an Independent Director in 2004. He has wide-ranging experiences in the public sector and legal business, having worked as Junior and Senior Public Prosecutor in the Department of Public Prosecution from 1946 to 1973 and Director-General of the Policy and Planning Office of the Ministry of Interior from 1973 to 1975. He served as the Deputy Under-Secretary of State for the Ministry of Interior from 1975 to 1976 and as the Deputy Minister of Interior from 1976 to 1977. He practiced law at Bangkok International Law Offices Co., Ltd., from 1976 to 1985, and at Kanung-Prok Law Office Co., Ltd., from 1986 to 1992. He is currently a Director of Kanung & Partners Law Offices Company Limited and a Director of Kanung & Partners

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International Consultancy Company Limited. He is also a Director of Thailand Iron Works Public Company Limited and an Independent Director and an Audit Committee Member of Bangkok Bank Public Company Limited. In 2001, he received the Prof. Sanya Thammasak Award for being an Outstanding Lawyer from the Private Sector. He holds a Bachelor of Laws from Thammasat University, a B.A. Hons., LL.B. Cambridge University, United Kingdom, an Honorary Doctorate Degree of Law from Chulalongkorn University and Thammasat University, and an Honorary Doctorate Degree of Management Technology from Suranaree University of Technology. He is also a member of the Thai Bar Association.

Prof. Kanung Luchai

Independent Director and Audit Committee Member


Annual Report 2011

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Thai Beverage Public Company Limited

Mr. Manu Leopairote

Independent Director and Audit Committee Member

Mr. Ng Tat Pun

Independent Director and Audit Committee Member

Mr. Michael Lau Hwai Keong Independent Director

Mr. Manu Leopairote was appointed an Independent Director in 2004. He has extensive experiences in the public sector, having served as a Director, Secretary General, Inspector-General and DirectorGeneral from 1968 to 1999, and as the Permanent Secretary at the Ministry of Industry from 1999 to 2004. He was also the Chairman of PTT Public Company Limited from 1999 to 2004. From 1994 to 2008, he was the Chairman of Technonet Asia Singapore, and from 1995 to 1996, the Chairman of the International Sugar Organization Council of England. He was also part-time lecturer at the Faculty of Economics, Thammasat University,

Assumption University, and Bangkok University. He was the President of the Thammasat University Association from 2003 to 2004 and was the President of the Thammasat University Economics Association from 2000 to 2006. He holds a Bachelor of Science in Economics (Honors) from Thammasat University, a Master of Science in Economics from the University of Kentucky, USA, the National Defense College of Thailand Class 34, and an Honorary Doctoral Degree in Business Administration from Thammasat University. He won the Asian Productivity Organization Award in 2005.

Mr. Ng Tat Pun was appointed as an Independent Director in 2006. He has extensive experience in the banking and finance industry. He started his banking career with Citibank in 1971. Since then, he has served in various senior positions with local and international financial institutions. From 1988 to 1997, he was the Executive Vice President of OCBC Bank, Singapore, in charge of its International Banking and Financial Institutions business. In 1998, he was appointed the Executive Director and Chief Executive Officer of OCBC Bank, Malaysia. He was a Managing

Director at JP Morgan Chase from 1999 to 2002, a Managing Director and subsequently a Senior Advisor at UBS AG. from 2003 to 2008. He is also an Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee of Engro Corporation Ltd., Singapore and Chairman of the Board of Directors of SP Chemical Holdings Ltd.

Mr. Michael Lau Hwai Keong was appointed as an Independent Director in 2006. He is a Managing Director, Advisory Services of Octagon Advisors Pte. Ltd. and a director of Octagon Advisors (Shanghai) Co., Ltd. From June 2000 to September 2004, he served as the Executive Vice President, International of United Overseas Bank Ltd., where he was responsible for the administration and governance of the bank’s international operations. He was an Advisor to Asia Pulp and Paper Ltd. from February 1999 to May 2000. He has held various positions at the Monetary Authority of Singapore (MAS) from February 1985 to July 1989 and from April 1991 to August

1997. His last position at the MAS was Senior Deputy Director (Development and Domestic Institutions). From August 1989 to March 1991, he was a Senior Manager (Institutional Sales) at J M Sassoon & Company, a stock broking company. He was also the Executive Vice President of the Central Depository (Pte) Limited (CDP) from November 1997 to February 1999.

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

He holds a Bachelor of Business Administration (First Class Honors) from the National University of Singapore and the Chartered Financial Analyst (CFA) from Institute of Chartered Financial Analysis.

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/ Profile of Directors & Key Management

Prof. Pornchai Matangkasombut was appointed as an Independent Director in 2006. He was President of Mahidol University from 1999 to 2007 and, before his appointment in 1999, Dean of Sciences from 1991 to 1999 and has been 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

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, Director- General, Information Department, Spokesman of the Foreign Ministry, and Ambassador to the Kingdom of Cambodia, Japan and the United States. He was an Advisor to the Prime Minister in 2004 and from 2004 to September 2007 the Permanent Secretary, Ministry of Tourism and Sports.

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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 was awarded honorary doctorates from Osaka and Mahidol Universities. He holds a Bachelor of Arts (B.A.) Degree, Doctor of Medicine (M.D.) and Doctor of Philosophy (Ph.D.) all from the University of Wisconsin.

He holds a Bachelor of Political Science from Boston University, USA, a Master degree of Public Administration from Bangkok Thonburi University, and has attended the National Defense College. He also holds an Honorary Doctorate Degree from Soka University, Japan. He has received various Royal Thai and foreign decorations, such as the Knight Grand Cordon (Special Class) of the Most Noble Order of the Crown of Thailand, the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant, the Grand Companion (Second Class, lower grade) of the Most Illustrious Order of Chula Chom Klao, the Order of the Sacred Treasure, Gold and Silver Star and the Grand Cordon of the Order of the Rising Sun. He is currently a Chairman of the University Council at the Rajamangala University of Technology Krungthep.

Prof. Pornchai Matangkasombut Independent Director

Mr. Sakthip Krairiksh Independent Director


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Thai Beverage Public Company Limited

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

Gen. Dr. Choo-Chat Kambhu Na Ayudhya was appointed Independent Director in 2006. He served the Royal Thai Army from 1973 to 1987 as Surgeon of Phramongkutklao Hospital. From 1987 to 1991, he was Chairman of the Department of Anatomy of the Phramongkutklao College of Medicine. From 1991 to 1994, he was a Deputy Commander of Army Medical Department School, the Royal Thai Army Medical Department (Sena Rak School of the Royal Thai Army Medical Department). From 1994 to 2004, he held various positions in the Royal Thai Army Medical Department, including the DirectorGeneral of the Armed Forces Research Institute of Medical Sciences, an Assistant Surgeon-General, Deputy Surgeon-General, Director-General of the Phramongkutklao Medical Center, Surgeon-General, and General Special Army Expert and Consultant. He is a senior surgeon and physician at the Medical Bureau to the

Mr. Vivat Tejapaibul was appointed a Director in 2003. He has over 18 years’ experiences in the banking industry, having served in Bangkok Metropolitan Bank Public Company Limited in various positions from 1979 to 1998, including Secretary to the Chairman, Deputy Director of the Trading Department, Director of Branch Administrative and Vice President.

Royal Court of Thailand. He received his Diploma in Medicine from Westf. Wilhelms Universität zu Munster, and Doctorate in Medicine from the Georg-August Universität zu Goettingen. He also has a Diploma from the National Defense College of Thailand (WorRorPorOr 399), a Certificate of Proficiency in General Surgery from the Royal College of Surgeons of Thailand and a Diploma from the Army War College (34). He is a permanent member of the Royal College of Surgeons of Thailand, the International College of Surgeons, and the Medical Association of Thailand. As for Royal decorations, he has won the Knight Grand Commander (Special Class, Higher Grade) of the Most Illustrious Order of Chula Chom Klao, Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant and Knight Grand Cordon (First Class) of the Most Noble Order of the Crown of Thailand.

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

Mr. Vivat Tejapaibul Director

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/ Profile of Directors & Key Management

Mr. Panote Sirivadhanabhakdi was appointed Director in February 2007. He has been Director of Beer Thai (1991) Public Company Limited from 2000 to 2004 and Director of Beer Thip Brewery (1991) Co., Ltd. since 2004 and Director of Sura Bangyikhan Group of Companies since 2002.

He holds a Bachelor of Science in Manufacturing Engineering from Boston University, USA, a Master of Science in Analysis, Design and Management of Information System from the London School of Economics and Political Science, England and Industrial Engineering and Economics from Massachusetts University, USA. Mr. Panote Sirivadhanabhakdi Director

Mr. Thapana Sirivadhanabhakdi was appointed President and CEO of Thai Beverage Public Company Limited in January 2008. During 2003 – 2008, he was the Director and Executive Vice President of the Company from 2003. In 2011, he assumed the Executive Chairman of Oishi Group Public Company Limited since February 2011 where he previously served as Vice Chairman of Oishi Group of Companies from 2006. Also in October 2011, he was appointed Vice Chairman of the Serm Suk Public Company Limited. In addition, he has held several executive positions in many leading companies, including senior executive positions in Beer Thai (1991) Public Company Limited, Red Bull Distillery Group of Companies, Berli Jucker Public Company Limited, South East Group of Companies, Siam Food Products Public Company Limited, and Univentures Public Company Limited.

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Recognised for leadership in upholding the highest standards of corporate governance, in 2011 he was awarded Asian Corporate Director Recognition Award from the Corporate Governance Asia Magazine. Furthermore, in 2011 and 2012, he was conferred Asian Excellence Recognition Awards: Asia’s Best CEO (Investor Relations) from the same magazine for second consecutive years. These follow the Asia’s Best Company 2009, Thailand: Best CEO award by FinanceAsia in 2009. He is a graduate of Boston University with a Bachelor of Business Administration (Finance) and a Master of Science Administration in Financial Economics. He holds an Honorary Doctoral Degree of Philosophy in General Management from Ramkhamhaeng University.

Mr. Thapana Sirivadhanabhakdi President and CEO


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Thai Beverage Public Company Limited

Mr. Sawat Sopa

Director and Executive Vice President

Mr. Ueychai Tantha-Obhas

Director and Executive Vice President

Mr. Sawat Sopa was appointed as a Director in April 2010. Prior to this appointment, he was the Executive Vice President of the Company since 2004. He is responsible for liquor production and technique. He was the Managing Director of Beer Thai (1991) Co., Ltd., and Executive Vice Chairman of Red Bull Distillery (1988) Co., Ltd., from 1992 to 1995 and from 1995 to present, 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, The Petroleum & Petrochemical College, Chulalongkorn University and President of Gymnastics Association of Thailand. He has also

Mr. Ueychai Tantha-Obhas was appointed as a Director and Executive Vice President in May 2010. Prior to this appointment, he was the Director and Senior Vice President of the Company since July 2005. Before joining Thai Beverage Public Company Limited, he was the Chief Executive Officer from July 1995 to December 2002, and Managing Director of Riche Monde (Bangkok) Ltd. from January 1988 to February 1994, the Managing Director of Sarin Property Co., Ltd. from March 1994 to June 1995, and the Group

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 from Chulalongkorn University, a Master Degree of Industrial Management, Kensai Kasu Center, Japan, a Master Degree Dynamic Management International Executive, Syracuse University, USA 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.

Product Manager of Colgate Palmolive Co., Ltd. from September 1979 to June 1983. From May 1973 to August 1979, he held various sales and marketing positions in Karnasuta General Assembly Co., Ltd. He holds a Bachelor of Science in Accounting from St. Louis University, Missouri, USA, a Master of Business Administration from Thammasat University and has completed the Advance Management Program from INSEAD, France.

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/ Profile of Directors & Key Management

Mr. Sithichai Chaikriangkrai was appointed a Director and Executive Vice President in May 2010. Prior to the appointment, he assumed the position of Director and Senior Vice President of the Company since 2003. He joined the T.C.C. Group in the year 1990. He has over 30 years of experience in accounting and finance. He served as a Finance and Accounting Manager of Asia Voyages & Pansea Hotel from 1983 to 1990, as a Financial Analyst of Goodyear (Thailand) Co., Ltd. from 1980 to 1983, and as an External Auditor in Coopers & Lybrand from 1977 to 1980.

Dr. Pisanu Vichiensanth has been a Director and Senior Vice President since February 2004. He has held several positions in Thai Beverage Group of Companies, including Executive Vice President from 2000 to 2003 and Senior Vice Executive President from 2003 to 2004, at subsidiary, Beer Thai (1991) Public Company Limited. He is currently the President of Beer Thai (1991) Public Company Limited and Cosmos Brewery (Thailand) Co., Ltd. Before joining Thai Beverage Public Company Limited, he had been the Vice President of Engineering and Development (1997-2000) and Assistant Plant Executive (1994-1996) of Carlsberg Brewery (Thailand) Co., Ltd. He was a consultant at Pan Engineering Consultant Co., Ltd. from 1992 to 1994.

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He holds a Bachelor of Accountancy (First Class Honors) from Thammasat University, and has a Diploma in Computer Management from Chulalongkorn University and completed the Director Certification Program 26/2003 with the Thai Institute of Directors. He also has a Certificate of the Mini MBA Leadership Management from Kasetsart University. In 2009, he won the Asia’s Best Companies 2009, Thailand: Best CFO Awards from FinanceAsia Magazine. In 2011 and 2012, he was awarded the Asian Excellence Recognition Awards: Asia’s Best CFO (Investor Relations) from Corporate Governance Asia Magazine for the second consecutive years.

Mr. Sithichai Chaikriangkrai Director and Executive Vice President

From 1977 to 1993, he held several teaching positions, including Head of Food Science and Technology at Thammasat University and Head of Food Technology at Khon Kaen University from 1992 to 1993, and from 1989 to 1992, respectively. He lectured in food technology at Khon Kaen University from 1977 to 1990. He holds a Ph.D. in Engineering from Technical University, Berlin, Germany, a Master of Technology (Second Class Honors) in Biotechnology from Massey University, New Zealand, a Master Brewer from the Scandinavian School of Brewing, Denmark and a Bachelor of Science (Food Science) from Kasetsart University.

Dr. Pisanu Vichiensanth Director and Senior Vice President


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Mr. Vichai Chaiyavaranurak

Mr. Vichai Chaiyavaranurak was appointed a Senior Vice President on August 1, 2008. Prior to the appointment, he held many executive positions in Thai Beverage Group of Companies, including the director of Thai Beverage Logistics Co., Ltd., the director of Thai Beverage Marketing Co., Ltd., and Accounting & Finance President (Marketing Group) of Thai Beverage Public Company Limited.

He holds a Bachelor of Business Administration in Finance and Banking, Thammasat University.

Mr. Karn Chitaravimol was appointed as a Senior Vice President on February 1, 2011 and was appointed as Managing Director of Thai Drinks Co., Ltd., Wrangyer Beverage (2008) Co., Ltd., and SPM Foods and Beverages Company Limited. Prior to this appointment, he was an Advisor of Thai Beverage Public Company Limited from October 2010 to January 2011 and the Managing Director of Thai Beverage Logistics Co., Ltd. from January 2009 to September 2010. Before joining the Company, he was the Senior Executive Vice President, Business Development and Investments of TCC Land Industrial and Logistics Co., Ltd. in 2008, the Executive Vice President –

Logistics Business and the Executive Vice President – Consumer Product Business of Berli Jucker Public Company Limited, respectively, in 2007 and from 1999 to 2007. He was the Senior Vice President – Consumer Product Business of Premier Group of Companies from 1996 to 1999, the President – Tissue Paper Products and the Vice President – Marketing and Sales Consumer Products Business of Thai-Scott Paper Company Limited, respectively, from 1993 to 1995 and 1991 to 1993.

Senior Vice President

Mr. Karn Chitaravimol Senior Vice President

He holds a Master Degree in MBA – Marketing from Oklahoma State University, USA.

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/ Profile of Directors & Key Management

Mr. Matthew Kichodhan was appointed as Senior Vice President on September 9, 2009. He has extensive experiences in Thailand and International markets. From 1990 to 1995, he worked at Lever Brothers (Thailand) Co., Ltd. with a last position as Product Group Manager. In 1995 to 2004, he has held various positions with PepsiCo Inc. in Asia Pacific and International markets with a last position as Brand Marketing Director, Asia Pacific. From 2004 to 2006, he was Vice President, Business Management, Asia Pacific for Gillette Asia Pacific Group, Singapore, and from 2006 to 2009, he was the Director and Chief Operating Officer of Minor Corporation Public Company Limited.

Mr. Jean Lebreton was appointed Senior Vice President in February 2008. At Thai Beverage Public Company Limited, Mr. Lebreton works with other senior executives to develop and implement strategy and facilitate the integration of future acquisitions. He worked for the Boston Consulting Group (BCG) from 1989 to 2005. After working for BCG in France for five years, he moved to Thailand in 1994 to open the Bangkok office of BCG. He became a partner in the company in 1995. After leaving BCG in 2005, Mr. Lebreton worked independently for several years before joining Thai Beverage Public Company Limited.

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He also holds directorships at various companies; as Director of Wave Entertainment Public Company Limited, Director of BEC World Public Company Limited, and Independent Director of Ocean Glass Public Company Limited. In September 2010, he was appointed as Director and President of Oishi Group Public Company Limited and Director in Oishi Group of Companies. He holds a Bachelor of Commerce from University of Toronto, Canada and a Master of Science, Management from Imperial College (Management School), University of London, England.

Mr. Matthew Kichodhan Senior Vice President

Mr. Lebreton has extensive experience in Asia, including several years in Shanghai, China. He has worked in many industry sectors as a consultant, including consumer goods, banking, and energy, covering topics such as market development, consumer research, re-engineering, and value management. Mr. Lebreton has an MBA from Wharton School of the University of Pennsylvania.

Mr. Jean Lebreton Senior Vice President


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Thai Beverage Public Company Limited

Mr. Polapatr Suvarnazorn Senior Vice President

Mr. Marut Buranasetkul Senior Vice President

Mr. Polapatr Suvarnazorn was appointed as a Senior Vice President on May 14, 2010 and was appointed as Director and Executive Director of NCC Group of Companies in October 2011. From 2003 to 2010, he assumed the position of Vice President – Office of External Affairs of Thai Beverage Public Company Limited. Before joining the company, he was the Executive Vice President – External Affairs of Riche Monde (Bangkok) Ltd. during 1986 and 2003. From 1984 to 1986, he held the role of

Mr. Marut Buranasetkul was appointed as a Senior Vice President on May 14, 2010. In 2008 to 2010, he was the Vice President – Office of the President of Thai Beverage Public Company Limited, the Managing Director of Thai Drinks Co., Ltd., and the Deputy Managing Director of Thai Beverage Marketing Co., Ltd. Before joining the Company, he was the Senior Executive Vice President (Marketing & Sales) & Chief Marketing Officer of CAT Telecom Public Company Limited from 2005 to 2009. During 2001 and 2008, he held various positions as the director of CAT Buzz TV Ltd. from 2007 to 2008, the director of Hutchison CAT Wireless

Managing Director of Caldbeck MacGregor (Thailand) Limited. He worked as the Client Service Director of Ogilvy & Mather (Thailand) Co., Ltd during 1976 and 1984. From 1974 to 1976, he was an Account Executive of Leo Burnett Limited (Thailand). He holds a Bachelor Degree in Asian Studies and a Master Degree in Chinese Philosophy from Auckland University, New Zealand.

Multimedia Ltd. from 2006 to 2008, the Marketing Director, Digital Business of GMM Grammy Entertainment Public Company Limited from 2004 to 2005, and the Marketing Manager, Channel Distribution Management of Advanced Info Service Public Company Limited from 2001 to 2004. He holds a Bachelor Degree in Computer Science (Applied Statistics in General Business) from Chulalongkorn University and a Master Degree in Business Administration (Marketing & General Management) from Cleveland State University, USA.

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/ Product Portfolio

Product Portfolio Brandy

Brown Spirits

Meridian

Sangsom Special Rum

Sangsom Superior

Mekhong

Sangsom Similan

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Blend 285

Sangsom Premium

Drummer

Blend 285 (1 Litre)

Crown 99


Annual Report 2011

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Thai Beverage Public Company Limited

Hong Thong

Mungkorn Thong

White Spirits Ruang Khao 28 Degrees

Ruang Khao 30 Degrees

Ruang Khao 35 Degrees

Ruang Khao 40 Degrees

Niyomthai Niyomthai Niyomthai Niyomthai 40 35 30 28 Degrees Degrees Degrees Degrees

Paitong 30 Degrees

Paitong 35 Degrees

White Bear White Bear White Bear 40 35 30 Degrees Degrees Degrees

White Tiger 28 Degrees

White Tiger 30 Degrees

White Tiger 35 Degrees

White Tiger 40 Degrees

Mungkorn Tajeen 30 Degrees

Mungkorn Tajeen 35 Degrees

Mungkorn Tajeen 40 Degrees

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/ Product Portfolio

White Spirits Chaiya

Chao Praya

Hanuman

Chinese Herb Spirits Sua Dum

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ChiangChun

Mae Wang

Nagaraj

Phaya Seur

Bangyikhan

Others Choo Sip Niw

Shinobu Sake


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Thai Beverage Public Company Limited

Beer Chang Classic

Chang Draught

Chang Light

Chang Export

Archa

Federbr채u

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/ Product Portfolio

Non Alcohol Beverage Chang Drinking Water

Chang Soda Water Original

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Chang Bitter Lime-Lemon Flavored Soda Water

Crystal Drinking Water

Chang Apple Mint Flavored Soda Water

Chang Blue Magic Tonic Soda Water

Chang Soda Water

Returnable bottle

Crystal

Soda Water


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Non Alcohol Beverage Power Plus (Electrolyte Beverage)

Wrangyer

Ranger (Export) (Energy Drink)

Fruitnette (100% Fruit Juice)

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/ Product Portfolio

Oishi Beverage Amino Plus

Oishi Green Tea

Chakulza

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Fruito


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Thai Beverage Public Company Limited

Oishi Chilled & Frozen Foods Gyoza

Oden

Kani

Sandwiches

Japanese Restaurants / Kiosks

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/ Product Portfolio

International Product Portfolio Thai Brands Chang Beer

Chang Beer 6 pack

Mekhong

Phraya

Single Malt Scotch Whisky Old Pulteney 12 year old

Balblair 1965

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Old Pulteney 17 year old

Old Pulteney 21 year old

Balblair 2001

anCnoc 12 year old

anCnoc 16 year old

Balblair 1991

Balblair 1989

Speyburn 10 year old

Balblair 1978

Speyburn Bradan Orach


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Thai Beverage Public Company Limited

Blended Scotch Whisky Hankey Bannister Original

Catto’s Rare Old Scottish

Hankey Bannister 12 year old Regency

Catto’s 12 year old

Hankey Bannister 21 year old Partner’s Reserve

Catto’s 25 year old

Drummer

MacArthur’s

Chinese Spirits Yuanjiang 6 year

Vodka

Gin

Kulov

Caorunn

Coldstream

Chinese Wines Yuanjiang 9 year

Yu Lin Quan Big Classic 9 year

Longevity

Ningbo Pagoda

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/ Sustainability Report

Sustainability Report Thai Beverage Public Company Limited has achieved business growth and expansion through new products launch and overseas market penetration. As such, the Company increasingly involved in surrounding elements, including the environment, society, and stakeholders, such as shareholders, communities around production sites, employees, customers, and so on. Besides, new technology currently drives numerous changes in business operations. The industrial competition becomes more intense. Furthermore, ThaiBev has expanded to the international market. We realize the importance of sustainable development, and therefore implement the policy to develop Directors, executives, and all employees in every aspect to ensure that we have a solid foundation and readiness for competitions and changes, leading to sustainable growth, benefits and added values for stakeholders, and contribution to the society and environment.

Business Ethics

According to our mission to forge partnership with our key stakeholders who are vital to our business in all aspects comprising customers, distributors, shareholders, employees, and society, ThaiBev, including its Directors, executives, and employees jointly make decisions, and operate as per the policies. The responsible units

are designated in order to support sustainable development; for instance, the Centre of Excellence was established to optimize our potential, to add value to products and services, and to create new business models to fulfill consumers’ demands, and for sustainable growth of the Company.

In order for a business to grow and prosper in a sustainable manner and be accepted in the community, one of the most important factors is that the company must conduct its business ethically. Business Ethics of Thai Beverage Group consists of four interrelated parts as follows: Business Ethics of the Company, Ethics of the Directors, Ethics of the Executive Officers, and Ethics of the Employees.

considerations and the scope of morality. Giving, offering to give, or soliciting, including receiving or accepting bribes in any circumstances are not permitted by the Company.

Thai Beverage Group adheres to responsibilities to stakeholders comprising the Company, shareholders, employees, customers, business counterparts, the society, the stock exchange, and complies with the ethical

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ThaiBev determines to conduct its business honestly, lawfully, morally, and ethically. We have a transparent process of work and adhere to and comply with the good corporate governance policy. Therefore, we announce Business Ethics of Thai Beverage Group to our personnel of all levels, including Directors, executives, and employees in order to ensure that such standards are strictly adhered to and maintained in a consistent manner.


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Corporate Social Policy

Corporate Social Responsibility

determination i.e. to concentrate on imposing policies and projects beneficial for the Thai society, Thai people, Thai identity, and Power of Thai because we believe in “Thais Give Thais” concept. The “Giving” activities have been undisruptedly implemented, both the planned projects and the ad-hoc projects to fulfill demands or solve issues at hand for the society. Our “Giving” programs involve the social, educational, public health, cultural, sports aspects, including remarkable projects to assist naturaldisaster victims, locally and internationally, as mentioned below.

ThaiBev supports the Photos of the Kingdom Contest hosted by the Royal Photographic Society of Thailand under the Royal Patronage of His Majesty the King.

The “ThaiBev Safe Driving Program” launches the ThaiBev Safe Driving Manual to promote careful driving and minimize road accidents.

Vision, mission, and values of ThaiBev reflect our goal of sustainable development. ThaiBev values the concept of a corporate with business and social accountability more than focusing on short-term profitability. Everyone within the organization including senior executives, Directors, and employees cooperate in setting up corporate social policy by considering the optimal contribution, and cascading these policies in action plans continuously deployed by each function. Conservative concepts are combined with long-term business strategy development, driving for excellence in terms of production, administration, human resources, and providing support and accountability for the society and environment as stated in our mission in order to achieve harmonious co-existence among all parties. In addition to our good corporate governance, outstanding with transparency and professionalism, ThaiBev also carries on our main

“ThaiBev Thai Talent” program aims to develop children football skills.

Contributions

Social aspects ThaiBev implements the projects to enhance quality of our society and conserve the nature and environment. Honoring His Majesty the King Integrated advertising and public relations campaigns aiming to encourage people to commit good deeds in coherent with His Majesty

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ThaiBev, including its employees jointly plant vegetables and rice in association with local schools for cultivation of sufficiency values among Thai youths.

the King’s “For Benefit and Happiness” solemn promise to Thais, for example, to sponsor the Photos of the Kingdom Contest, and to arrange Father’s Day activities. Quality of life of local people The social contribution project titled “ThaiBev Safe Driving Program” based on the concept of “Careful Driving; Caring for Companions” is carried out, including the launch of Manual on ThaiBev Safe Driving Program and taxi media campaign to remind drivers of careful driving and minimize road accidents, as well as to continue cooperation with authority on drink-don’t-drive program. “ThaiBev Thai Talent” program aims to support Thai youths talented in sports and arts to develop their talents and enter into international competitions. Sponsorship for the charity project “Bull Charge” hosted by Singapore Stock Exchange in order to make donations for charity organizations

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“Scholarship for Children of ThaiBev Family” Program

for the disabled and underprivileged in Singapore.

Environmental conservation Sponsorship for the “Community Water Resources Management under the Royal Initiative” project to fight against drought and to increase agricultural fertility that leads to sustainable prosperity of the community. Support for the “Elephant Reintroduction Foundation” to reintroduce the elephants back to their natural habitat. Education ThaiBev adheres to the principle that sound education holds the key to a solid foundation of the Thai society in the long run. Therefore, we provide educational support for a sustainable future. ThaiBev provides scholarships for those with academic excellence, financial aid for building construction, educational and teaching materials, for general individuals and for the

6

ThaiBev supports “Global Heart Surgery – A Tribute to His Majesty the King of Thailand on the Occasion of His 84th Birthday Anniversary”.

children of our staff, including support for educational projects to enhance the potential of talented students. Public health ThaiBev deeply cares about the health of underprivileged people in remote and rural parts of the country. We provide constant support in forms of funds and operations related to public health as follows. ThaiBev takes a team of reputable physicians to give free medical checkups and treatments at “Chang” Clinic, offering free-of-charge medical services for local people in the premise of Beer Thai (1991) Co., Ltd. in Kamphaeng Phet province. ThaiBev donates medical equipment and tools to the Princess Mother’s Medical Volunteer Foundation (PMMV). We sponsor the mobile unit of prosthetic limbs of Mahavachiralongkorn Foundation.


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ThaiBev supports “The White Elephant Art Award”; providing an arena for creativity to encourage youths with artistic talent to enter their artworks in an international level.

ThaiBev donates and supports Bhumirajanagarindra Kidney Institute Foundation such as seminars and building the kidney hospital. Cultural aspects ThaiBev preserves Thai culture and variety of arts, such as fine arts, sculpture, photography, Thai traditional music, international music, and so on. We sponsor the “Photos of the Kingdom Contest” for the prestigious trophies of His Majesty the King and the Royal Family hosted by the Royal Photographic Society of Thailand under the Royal Patronage of His Majesty the King. ThaiBev supports an orchestra of the College of Music, Mahidol University, in order to develop the music potential of youth comparable to the international level. ThaiBev supports “The White Elephant Art Award”; providing an arena for creativity to encourage youths with

8

ThaiBev provides various sports associations with continuous supports, and particularly the Thailand’s women’s national volleyball team showed an outstanding performance on an international level.

artistic talent to enter their artworks, and to disseminate knowledge to the public and understanding of contemporary art for the general public at large. Sports Sports contribute to good quality of life and healthy condition of people as well as usefully spent leisure time of youths; therefore, ThaiBev provides various sports associations with continuous supports namely, funding, consultation, and operation, including supporting major sports events. Also, we provide sports training for children in order to develop and encourage their sports spirit. Sponsorship for Everton Football Club in British Premier League, and various football clubs in Thailand Premier League. The establishment of the “ThaiBev Football Academy” (TBFA) in association with Everton Football Club, which aims to develop children football skills, and will soon expand its

9

“ThaiBev…Unites to Fight the Cold”, the longstanding project, carried out for 12 consecutive years, to provide blankets to villagers in remote areas as a relief from the harsh cold season.

operation to serve more children from several communities in Bangkok. Support for various sports associations of Thailand, such as football, volleyball, billiards, tennis, and particularly this year, the Thailand women’s national volleyball team showed an outstanding performance on an international level. Annual contribution “ThaiBev Unites to Fight the Cold”, the longstanding project, carried out for 12 consecutive years, to provide 200,000 blankets each year to villagers in remote areas as a relief from the harsh cold season. By 2011, over 2,400,000 persons were provided with the blankets. Assistance for natural-disaster victims Presently, natural disasters have become severe in several areas causing losses and extensive impacts on both local and overseas people; for example, the earthquake and tsunami in Japan in early 2011, and the flooding disaster in

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Thailand. ThaiBev was proactive in providing assistance in response to these situations because giving is a symbol of Thai hospitality which is in alignment with our strong belief in “Thais Give Thais” concept.

ThaiBev donates proceeds from sales of “Chang Drinking Water for Charity” Project to aid the Chaipattana Foundation’s flood relief program.

ThaiBev’s executives participate in the “Chang Drinking Water for Charity” Project to aid the Chaipattana Foundation’s flood relief program.

Overseas disasters We provide financial donations, blankets, and drinking water to aid the earthquake and tsunami victims in Japan via Ministry of Foreign Affairs. Domestic flooding disaster ThaiBev, in conjunction with the “Friends in Need (of “Pa”) Volunteers Foundation”, set up a mobile kitchen and a mobile recreation program to deliver flood relief.

We set up the “ThaiBev Kitchen” to serve cooked food for the flood victims, military officers, and police officers, as well as regularly delivering cooked food to several areas.

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ThaiBev provides integrated relief for the flood victims under “ThaiBev Gives Thais” project.

We provide integrated relief for the flood victims under “Power of Thai” project, such as donation of funds, Chang drinking water, relief supplies bags, water tanks, and so on. ThaiBev provides food and lifejackets to the military flood relief crew. Apart from assistance provided to people, ThaiBev also establishes “Chang Helps Elephants” project in cooperation with Kasetsart University in order to deliver food to elephants during the flooding situation. One of ThaiBev affiliated companies, Oishi Group Public Company Limited, establishes “Hai (Giving)” project for the disaster victims and the

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The “Power of Thai” project, a collaboration of leading organizations to raise funds for assistance and restoration relating to children education affected from the flood disaster in 2011.

underprivileged relief on several occasions, such as providing financial donations for the earthquake and tsunami victims in Japan, initiating “Oishi Giving for Flood Victims” project, providing immediate assistance in several areas, setting up a mobile kitchen, and making donations for the flood recovery program. “Power of Thai” project formed by ThaiBev and business alliances ThaiBev, with 11 leading business alliances, initiates the “Power of Thai” project, and further extends its cooperation to over 40 companies with the main purpose of recovery of children education, including restoring buildings, providing teaching materials in replacement of damaged ones, and assisting teachers and students in 84 schools affected by the flooding disaster in 2011 based on the concept of “Bring Smiles Back to School”.


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Thai Beverage Public Company Limited

Human Resource Policy

To achieve sustainable development of an organization needs its fundamental strengths, readiness to deal with changes and overcome various obstacles, and lead the organization to success. Personnel are key mechanism to drive the business forward; therefore, ThaiBev sees importance on the quality of life and human resource development. ThaiBev pays attention to each of the human resource management processes, starting from recruitment and hiring, in order to obtain the right employees for the job and the corporate culture, consideration of proper compensation and welfare, and development of a fair performance assessment system. Moreover, we take care of our people’s welfare, especially during the flood crisis in 2011. A special unit was formed to handle complaints, provide assistance

Environmental Policy

The concept of “Beyond Horizon” in our Annual Report 2010 indicates the recognition for the importance of sustainable development of ThaiBev, which is not only limited to financial goals, but also stretches far beyond to achieve social excellence, along with creating and nurturing the abundance of nature and environment. ThaiBev aims for optimized efficiency and contribution to the society to the best of our ability to achieve peaceful and thriving co-existence with the community. ThaiBev’s variety of business operations ranging from spirits, beer, and non-alcohol beverages have been operated with adherence to

and relief, and provide shelters for the flood-affected employees, as well as help them with recovery and financial support for these employees after the crisis. Executives and employees jointly offer assistance to their colleagues, which fostered the bond and unity of ThaiBev people. ThaiBev is determined to enhance employees’ potential through training and on-the-job learning in an appropriate manner for each personnel requirement in order to increase work efficiency and create opportunity for career advances. ThaiBev does not only focus on development of knowledge and skills, but also their morality and cultivation of proper values — ThaiBev Core Values. These elements shall pave the path that leads ThaiBev to sustainable success.

corporate social responsibility. We never neglects on environmental conservation, we thus are committed to conduct research and development for efficient manufacturing processes, and optimal and eco-friendly resources utilization. Biodiversity Management is considered significant for ThaiBev. We aim to restore and create abundance of nature and environment, such as the forest rehabilitation, the increase in green space, the environmental management and control of pollution harmful for the ecosystem, and resources loss reduction. This concept will be also applied to the implementation of our environmental projects.

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/ Sustainability Report

In addition, ThaiBev strives to find solutions to raise efficiency of environmental conservation. For instance, Thai Beverage Energy Co., Ltd. (“ThaiBev Energy�) focused on studying the possibility of projects to capture and optimize the use of distillery slop at our distilleries in different provinces nationwide for the purpose of developing clean alternative energies, along with improving the environment surrounding the facilities. The distilleries and breweries themselves are determined to improve quality of surrounding environment by launching several projects for the benefits of environmental conservation, resources savings, and operating cost reduction. The environmental projects are basically originated from the 3R concept namely Reduce (to reduce waste at its origin), Reuse (to repeat its use), and Recycle (to reproduce and repeat its use). Such concept can be applied to the implementation of several projects of ThaiBev, ranging from small projects of staff to the mega projects with large-sized investment yielding significant added values and measurable outputs. Some outstanding projects are described as below.

Waste Water Treatment

ThaiBev’s facilities were equipped with the standardized waste water treatment system, either with aerobic or anaerobic systems. Aerobic treatment is used for low strength pollutants like the water used for washing bottles. Anaerobic treatment is used for distillery slop, which is high-strength wastewater. The treated wastewater can be partially reused in the distilleries based on the

/ 44

concept of Zero Discharge, such as plant watering and utilization in surrounding agricultural areas instead of just releasing into waterways, contributing to reducing natural water usage and generating more productivity and income for agriculturists during the drought season. The treated distillery slop possessing soil improvement quality will be distributed to nearby agriculturists for the replacement of chemical fertilizer. ThaiBev controls quality of waste water treatment to obtain the treated water which meets the treatment standards and aims for better results than legal requirements.

Development of Alternative Energy and Recycled Scrap Products

The anaerobic treatment system does not only provide treated water to the factories, but also captures the biogas occurred from the decomposition of the organic substance in distillery slop. The biogas can be used in the substitution of heavy fuel oil contributing to the cost saving and the reduction of oil import of the country. Besides, another alternative energy called C2plus is also applied in replacement of heavy fuel oil due to its higher heating value and more complete combustion resulting in less air pollution. Furthermore, ThaiBev converts a portion of the waste products from breweries and distilleries into commercial products for sale, including animal feed, bricks and bio-fertilizers. These are sold in Thailand and abroad. Not only have such products generated corporate income and reduced the annual amount of pure waste that breweries and distilleries have to treat and dispose, they also correlate to the

reduction of chemical fertilizer and the solution to the soil degradation.

Campaign for Valuable Resource Utilization

In addition to the water resources management focusing on the most valuable utilization, packaging production also requires natural resources. ThaiBev does its best to recycle bottles to the extent possible as this not only helps the environment but saves the cost of producing new bottles. Beer bottles can be recycled 5-10 times. Bottles used for its spirits business are reused around 10-12 times. The weight of packaging products such as cans, glass bottles for drinking water is reduced without any impact on our quality and transportation. Some packaging products are not only reused, but can also be recycled, such as carton filling, and label scrap. Apart from increasing productivity by optimizing the use of water and electricity, recycling boiler and cooling system, and so on, other resources conservations include the application of energy saving bulbs, the reduction of air-conditioner usage, the reduction of paper consumption, and the campaign for motivating employees to be aware of energy savings. Some factories launch the campaigns for encouraging their staff to turn off electricity during lunchtime, optimize the use of water, submit the 3R-related project to the contest, and so on. Although these projects seem to be trivial, its integration will be able to add substantial values to the organization. Nevertheless, our environmental projects will have to be justified for ensuring energy savings while maintaining quality products.


Annual Report 2011

/

Thai Beverage Public Company Limited

Environmental Awards and Accreditation

ThaiBev is committed to the improvement of our factories’ quality and standard. The majority of our factories have been accredited with GMP (Good Manufacturing Practice), HACCP (Hazard Analysis and Critical Control Point), ISO 9001, ISO 14001 (Environmental Management System), ISO 22000 (Food Safety Management System), ISO 17025 (General Requirements for the Competence of Testing and Calibration Laboratories), OHSAS 18001 (Occupational Health and Safety Assessment Series, and NSF International Standard (National Sanitation Foundation).

Environmental Risk Management Policy

Good Corporate Governance

In addition, our well-managed environmental projects are proved by our national award certifications, for example, Thailand Energy Awards 2009 in the renewable energy project: off grid category from the Ministry of Energy, and Prime Minister’s Industry Award 2009, 2010, and 2011 in the energy management and environment conservation category from the Ministry of Industry. Our affiliated company, Athimart Co., Ltd., won the Prime Minister Award in Environment Conservation 2011 as well.

Currently, ThaiBev’s breweries are in the process of implementing Carbon Footprint project representing greenhouse gas emissions from each product throughout its life cycle from raw material sourcing, transportation, part assembly, operation, and disposal. This project shows our corporate social responsibility in revealing CO2 emissions, which provides the information for the improvement of all processes contributing to reduced CO2 emissions.

ThaiBev’s Board of Directors operates its business with prudence for corporate and environmental sustainability; therefore, the Risk Management Committee is appointed to ensure efficient risk management for all business lines, including comply with laws and environmental control.

The Risk Management Committee prepares the risk management report to be published in the Annual Report on annual basis.

ThaiBev adheres to good corporate governance principle, and conducts our business with effectiveness, transparency and clarity. In addition to comply with all laws and regulations applied to us, we also aim to be the role model in respect of professionalism, transparency and good corporate governance to build trustworthy relationships with shareholders, investors, employees, customers, stakeholders, and all concerned parties.

Corporate governance report published in this Annual Report explains the structure and relationships between Board of Directors, Management Committee, and shareholders in order to create the competitive advantage for the long-term prosperity and added values for shareholders with consideration on other stakeholders, which lead to ThaiBev’s sustainable growth.

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2011

Corporate Awards

1

2

3

5

6

7

1

2

3

4

5

"Asia's Best CEO (Investor Relations) : Mr. Thapana Sirivadhanabhakdi" from 1st Asian Excellence Recognition Awards 2011 By Corporate Governance Asia

"Asian Corporate Director Recognition Awards" from 2nd Asian Corporate Director Recognition Awards 2011 By Corporate Governance Asia

"Asia's Best CFO (Investor Relations) : Mr. Sithichai Chaikriangkrai" from 1st Asian Excellence Recognition Awards 2011 By Corporate Governance Asia

"The Best of Asia" from 7th Corporate Governance Asia Recognition Award 2011 By Corporate Governance Asia

"Best Investor Relations" from 1st Asian Excellence Recognition Awards 2011 By Corporate Governance Asia

“A Decade of Excellence: Hall of Fame" from Thailand Corporate Excellence Awards By Thailand Management Association

2011

Product Awards

“Asia’s Best Premium Lager” from World Beer Awards 2011 This award is for Exported Chang Beer.

“Catto’s Blended Scotch Whisky Aged 25 Years Old : Gold” from International Spirits Challenge (ISC) 2011

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“Balblair Highland Single Malt Scotch Whisky 1978 : Gold – Best in Class” from International Wine and Spirit Competition (IWSC) 2011

“Old Pulteney 21 Year Old Single Malt Scotch Whisky : World Whisky of the Year 2012” from Jim Murray’s Whisky Bible

“Hankey Bannister 40 Year Old : Gold – Best in Class” from International Wine and Spirit Competition (IWSC) 2011

4

"Most Organised Investor Relations" from Southeast Asia's Institutional Investor Corporate Awards 2011 (Thailand) By Alpha Southeast Asia


Annual Report 2011

/

Thai Beverage Public Company Limited

2011 Milestones:

January 2011 Promoting ThaiBev Core Values in order to build a strong Corporate culture for organization’s sustainable growth and employees’ engagement. February 2011 Commencing the new Cold Aseptic Filling production line of Oishi which will enable production of additional types of non-alcohol beverage as well as enhance cost-saving efficiency.

June 2011 Oishi introduces Oishi Chakulza, Thailand’s first sparkling green tea—a bold move to shoot Oishi green tea into a new segment, carbonated beverages. Chakulza presents a refreshing alternative for beverage consumers who look for healthier choice of drinks, to enjoy benefit from green tea and freshness of sparkling carbonated drinks.

October 2011 Acquisition of 64.66% shares of Serm Suk Public Company Limited, a leading beverage manufacturer and distributor in Thailand. Launch of the latest variant of Chang Beer i.e. Chang Export in the domestic market, targeting consumers who prefer light and easy-to-drink beer. The new beer is made from 100% finest malt with 5% ABV.

April 2011 Oishi has once again underscored its long-standing leadership in Thailand’s lucrative green tea market with the launch of “Oishi Fruito”, the brand-new high quality Japanese green tea with tasty sensation of Japanese style premium fruit flavors.

August 2011 Investment in Balblair Distillery to increase malt whisky production through improved efficiencies and process automation in response to the continued growth in demand for our single malt whiskies. Introduction of the new variant of Chang Flavored Soda, Blue Magic Tonic Soda Water, as a new mixer for liquor.

December 2011 Refresh of Old Pulteney branding and packaging launched to coincide with announcement of the brand’s 2012 World Whisky of the Year Award by Jim Murray’s Whisky Bible.

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LIVING THE VALUES

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Annual Report 2011

/

Thai Beverage Public Company Limited

Growth of our organization is built from the power of creativity and dedication of our management and staff, which lead to healthy revenues and diverse products. These ingredients bring about continuous acceptance and trust from consumers to us throughout these years. What is the key element that drives our organization to achieve our challenging goals? To forge the power of each and every unit of our 4 business groups, 4 product portfolios and 106 subsidiaries which operate and distribute products in Thailand and various markets in over 80 countries around the world, and over 30,000 employees, into one united force is certainly not an easy task to accomplish. Hence, we have continuously focused and placed priority on fostering our people with the ThaiBev Core Values so as to build a solid foundation for them to have faith in and aim to mutually deliver value-added creations for consumers, shareholders and the society in a continual and sustainable manner.

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THE VALUE OF TRUST

THE VALUE OF CREATION Over the years, ThaiBev has introduced quality products in various packages for consumers, all of which achieved sound feedbacks and fast-growing sales. By being bold and bright, we come up with marketing strategies that capture the heart of consumers and lead to our continuous growth.

THE VALUE OF DEVOTION Our healthy growth and performance are fueled by consumer confidence in our products, which are the concrete achievements forged by determination and devotion of our people. We strive to manufacture products that respond to the demands of the all markets. With our professionalism, our products reassert themselves in consumers’ mind, reflected in not only consumer recognition and popularity, but also in awards they won from several leading institutes. Moreover, during the major flood disaster, ThaiBev people proved its team spirit as we overcame the ordeals, minimized the damages to our assets, and achieved the targeted operating results.

ThaiBev operates with business ethics and transparency. We emphasize on fostering our people to live up to our ThaiBev Core Values, to which we adhere and practice in order to nurture the growth of our people, along with that of our organization. At the same time, we place importance on development of the society, education, sports, public health, and environment, which translate into our participation in and initiation of many projects throughout the years. ThaiBev has received recognition, trust, and admiration from consumers in Thailand, and from domestic and international leading organizations.


/ Shareholding Structure

Annual Report 2011

/

Thai Beverage Public Company Limited

Shareholding Structure Thai Beverage Public Company Limited Registered capital of Baht 29,000,000,000 with paid-up capital of Baht 25,110,025,000 consisting of 25,110,025,000 issued common shares, with the par value of Baht 1 each.

Distillery Group

Brewery Group

Beer Group

Liquor Marketing Group

Sole Agent Group

International Business Group

Marketing Group Thai Beverage Marketing Co., Ltd.

100%

Sangsom Co., Ltd.

100%

Beer Thip Brewery (1991) Co., Ltd.

100%

Pomthip Co., Ltd.

100%

Num Yuk Co., Ltd.

100%

Thipchalothorn Co., Ltd.

100%

Fuengfuanant Co., Ltd.

100%

Cosmos Brewery (Thailand) Co., Ltd.

100%

Pomkit Co., Ltd.

100%

Num Kijjakarn Co., Ltd.

100%

Krittayabun Co., Ltd.

100%

Chang International Co., Ltd.

100%

Mongkolsamai Co., Ltd.

100%

Beer Thai (1991) Public Company Limited

100%

Pomklung Co., Ltd.

100%

Num Palang Co., Ltd.

100%

Surathip Co., Ltd.

100%

Chang Corp Co., Ltd.

100%

Thanapakdi Co., Ltd.

100%

Pomchok Co., Ltd.

100%

Num Muang Co., Ltd.

100%

Sunthornpirom Co., Ltd.

100%

Kanchanasingkorn Co., Ltd.

100%

Pomcharoen Co., Ltd.

100%

Num Nakorn Co., Ltd.

100%

Piromsurang Co., Ltd.

100%

Sura Piset Thipharat Co., Ltd.

100%

Pomburapa Co., Ltd.

100%

Num Thurakij Co., Ltd.

100%

Sura Bangyikhan Co., Ltd.

100%

Pompalang Co., Ltd.

100%

Numrungrod Co., Ltd.

100%

Pomnakorn Co., Ltd.

100%

Numthip Co., Ltd.

100%

100%

Vidhayathan Co., Ltd.

Mekhong Distillery Limited

100%

100%

100%

International Beverage Holdings Limited 100%

InterBev (Singapore) Limited

100%

InterBev (Cambodia) Co., Ltd.

100%

InterBev Malaysia Sdn. Bhd.

100%

Best Spirits Company Limited

100%

International Beverage Holdings (China) Limited

100%

Dhospaak Co., Ltd.

Super Brands Company Pte. Ltd.

100%

InterBev Trading (China) Limited

100%

Yunnan Yulinquan Liquor Co., Ltd.

100%

Athimart Co., Ltd.

100%

S.S. Karnsura Co., Ltd.

100%

Kankwan Co., Ltd.

100%

International Beverage Holdings Limited USA, Inc.

100%

Theparunothai Co., Ltd.

100%

100%

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

Blairmhor Limited (N)

100%

United Winery and Distillery Co., Ltd.

100%

Simathurakij Co., Ltd.

100%

Nateechai Co., Ltd.

100%

Luckchai Liquor Trading Co., Ltd.

100%

Sura Piset Pattharalanna Co., Ltd.* 100%

100%

Wrangyer Beverage (2008) Co., Ltd.

100%

Thai Drinks Co., Ltd.

100%

SPM Foods and Beverages Company Limited

Group of Listed Companies on the Stock Exchange of Thailand

- Oishi Group Japanese Green Tea / Non-Alcohol Beverage Food Business Group 89.26%

Oishi Group Public Company Limited 100%

Oishi Trading Co., Ltd.

100%

Oishi Ramen Co., Ltd.

: : : :

According to Auditor’s Note Dormant ไม่ได้ประกอบกิจการ / Non-trading Those companies are in Related Business Group, as the case may be. We represent those companies in other Group for the benefit and the clearness in consideration of the group of company’s shareholding

Related Business Group

- Serm Suk Group Carbonated Soft Drink / Non- Carbonated Soft Drink Water-Soda / Distributor 64.66%

Serm Suk Public Company Limited (2) 99.99%

Serm Suk Holdings Co., Ltd. 99.99%

40.00%

Note D N *

International Beverage Holdings (UK) Limited

Blairmhor Distillers Limited (D) (N) 100%

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

100%

The Knockdhu Distillery Company Limited (D) (N)

100%

The Balblair Distillery Company Limited (D) (N)

100%

The Pulteney Distillery Company Limited (D) (N)

United Products Co., Ltd.

Non-Alcohol Beverage Business Group

99.84%

100%

(3)

Serm Suk Beverage Co., Ltd. (3)

Petform (Thailand) Co., Ltd. (3)

Remark: (1) : Incorporated in Bermuda on January 5, 2011. (2) : Thai Beverage Logistics Co., Ltd. acquired 64.66% of total issued and paid-up share of Serm Suk Public Company Limited from a voluntary tender offer period ended October 19, 2011. (3) : Thai Beverage Logistics Co., Ltd. derived this company from share acquisition of Serm Suk Public Company Limited.

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Trademark Group

100%

Thai Beverage Energy Co., Ltd.

100%

Thai Beverage Brands Co., Ltd.

99.72%

Thai Molasses Co., Ltd.

100%

Archa Beer Co., Ltd.

100%

Beer Chang Co., Ltd.

100%

Feed Addition Co., Ltd.

100%

Pan International (Thailand) Co., Ltd.

100%

Charun Business 52 Co., Ltd.

100%

Thai Cooperage Co., Ltd.*

100%

Others 100%

Thai Beverage Training Co., Ltd.

5.98%

93.50%

Thai Thum Distillery Co., Ltd.

Chang Beer International Co., Ltd. (D) (N) 40%

58.63%

Sura Piset Sahasan Co., Ltd.

Thai Cooperage Co., Ltd.*

(N)

(N)

0.41% 18.55% 41.45%

100%

Sura Piset Pattharalanna Co., Ltd.*

33.83% 7.54%

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

49.49%

Liquorland Limited

100%

Wee Beastie Limited (D) (N)

50.02%

Inver House Distribution SA (D) (N)

100%

Moffat & Towers Limited (D) (N)

Inver House Distillers Limited 100%

Glen Calder Blenders Limited (D) (N)

100%

Hankey Bannister & Company Limited (D) (N)

100%

R Carmichael & Sons Limited (D) (N)

100%

Thai Beverage Recycle Co., Ltd.

100%

Dhanasindhi Co., Ltd.

100%

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

100%

Thai Beverage Logistics Co., Ltd.

100%

Mason & Summers Limited (D) (N)

100%

James Catto & Company Limited (D) (N)

Sura Piset Samphan Co., Ltd.

(N)

100%

Beer Chang International Limited

100%

International Beverage Trading Limited (1)

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/ Report of the Board of Directors

Report of the Board of Directors Breakdown in Shares and Types of Share As at December 31, 2011 Company /Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

1.

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

Beer brewery and production of drinking water and soda water

Common

5,550,000,000.00

555,000,000

555,000,000

100.00%

2.

Beer Thip Brewery (1991) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Beer brewery and production of drinking water and soda water

Common

6,600,000,000.00

660,000,000

660,000,000

100.00%

3.

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

Spirits distillery

Common

7,500,000,000.00

750,000,000

750,000,000

100.00%

4.

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

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

5.

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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

6.

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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

7.

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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

8.

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

Spirits distillery

Common

4,000,000,000.00

400,000,000

400,000,000

100.00%

9.

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

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

10.

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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

11.

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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

12.

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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

13.

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

Spirits distillery

Common

5,000,000,000.00

500,000,000

500,000,000

100.00%

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% of Shareholding

Remark


Annual Report 2011

/

Thai Beverage Public Company Limited

Company /Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

14.

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

Spirits distillery

Common

1,800,000,000.00

180,000,000

180,000,000

100.00%

15.

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

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

16.

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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

17.

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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

18.

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

Spirits distillery

Common

1,000,000,000.00

10,000,000

10,000,000

100.00%

19.

Pomthip Co., Ltd. 40/53 Moo 3, Talad Bangkhen Sub-District Laksi District, Bangkok 10210

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

20.

Pomkit Co., Ltd. 523/1 Moo 3, Tambon Joho Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30310

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

21.

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

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

22.

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

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

23.

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

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

24.

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

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

25.

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

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

Remark

/ 55


/ Report of the Board of Directors

Company /Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

26.

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

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

27.

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

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

28.

Num Kijjakarn Co., Ltd. 523/1 Moo 3, Tambon Joho Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30310

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

29.

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

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

30.

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

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

31.

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

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

32.

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

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

33.

Numrungrod Co., Ltd. 439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen Khon Kaen 40000

Spirits Distributor

Common

10,000,000.00

100,000

100,000

100.00%

34.

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

Spirits Distributor

Common

10,000,000.00

100,000

100,000

100.00%

35.

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

Beer, spirits and non-alcoholic beverages agency

Common

1,000,000.00

100,000

100,000

100.00%

36.

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

Beer, spirits and non-alcoholic beverages agency

Common

5,000,000.00

500,000

500,000

100.00%

37.

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

Beer, spirits and non-alcoholic beverages agency

Common

1,200,000.00

120,000

120,000

100.00%

38.

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

Beer, spirits and non-alcoholic beverages agency

Common

5,000,000.00

500,000

500,000

100.00%

39.

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

Beer, spirits and non-alcoholic beverages agency

Common

5,000,000.00

500,000

500,000

100.00%

/ 56

Remark


Annual Report 2011

/

Thai Beverage Public Company Limited

Company /Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

40.

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

Trading of bio gas

Common

860,000,000.00

8,600,000

8,600,000

100.00%

41.

Wrangyer Beverage (2008) Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Production and distribution of energy drink

Common

200,000,000.00

20,000,000

20,000,000

100.00%

42.

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

Trading of molasses

Common

40,000,000.00

40,000

39,889

99.72%

43.

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

Trading of feeds and fertilizer

Common

1,000,000.00

10,000

10,000

100.00%

44.

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

Trading of supplies and procurement

Common

1,000,000.00

10,000

10,000

100.00%

45.

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

Brick producer and distribution of spirits

Common

121,800,000.00

1,218,000

1,218,000

100.00%

46.

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

Oak barrel producer

Common

300,000,000.00

30,000,000

30,000,000

100.00%

47.

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

Trading of bottles

Common

123,000,000.00

1,230,000

1,230,000

100.00%

48.

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

Transportation and distribution

Common

1,012,000,000.00

101,200,000

101,200,000

100.00%

49.

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

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

Common

300,000,000.00

30,000,000

30,000,000

100.00%

50.

Dhanasindhi Co., Ltd. 14 Soi Yasoop 1, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Construction

Common

20,000,000.00

20,000

20,000

100.00%

51.

Dhospaak Co., Ltd. 1 East Water Building, 20th Floor Soi Vibhavadi-Rangsit 5 Chomphon Sub-District Chatuchak District, Bangkok 10900

Advertising agency

Common

25,000,000.00

2,500,000

2,500,000

100.00%

52.

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

Training

Common

10,000,000.00

1,000,000

1,000,000

100.00%

Remark

/ 57


/ Report of the Board of Directors

Company /Location

Type of Business

Type of Share

No. of Shares Held (Direct and Indirect)

% of Shareholding

HKD 1,760,600,000.00 1,760,600,000 1,760,600,000

100.00%

Paid-up Capital (Baht)

Shares Issued

53.

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

Holding company

54.

Cosmos Brewery (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Beer brewery and Common production of drinking water and soda water

1,666,666,500.00

166,666,650

166,666,650

100.00%

55.

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

Trademark holding Common

5,000,000.00

50,000

50,000

100.00%

56.

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

Trademark holding Common and production of concentrate materials

1,000,000.00

10,000

10,000

100.00%

57.

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

Trademark holding Common and production of concentrate materials

1,000,000.00

100,000

100,000

100.00%

58.

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

Holding company

Common

1,000,000,000.00

10,000,000

10,000,000

100.00%

59.

Thai Drinks Co., Ltd. 14 Sangsom Building Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Distribution of beverages

Common

60,000,000.00

600,000

600,000

100.00%

60.

Oishi Group Public Company Limited 9 UM Tower Building, 20th Floor Ramkhamhaeng Road Suanluang Sub-District, Suanluang District Bangkok 10250

Common Japanese restaurants and distribution of food and beverage

375,000,000.00

187,500,000

167,360,199

89.26%

61.

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

Production and distribution of spirits

Common

17,500,000.00

17,500

17,483

99.90%

62.

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

Trading of spirits

Common

100,000,000.00

1,000,000

1,000,000

100.00%

63.

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

Trading of spirits

Common

100,000,000.00

1,000,000

1,000,000

100.00%

64.

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

Environmental public relations

Common

5,000,000.00

500,000

500,000

100.00%

65.

InterBev (Singapore) Limited No. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

Trading of alcoholic beverages

Common

SGD 9,000,000.00

9,000,000

9,000,000

100.00%

/ 58

Ordinary

Remark (1)

(2)


Annual Report 2011

/

Thai Beverage Public Company Limited

Company /Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

Remark

66.

InterBev (Cambodia) Co., Ltd. No. 35, Street 322, Sangkat Boeung Keng Kang 1, Khan Camkamon Phnom Penh, Cambodia

Trading of alcoholic beverages

Common

USD 200,000.00

1,000

1,000

100.00%

67.

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

Trading of alcoholic beverages

Common

MYR 100,000.00

100,000

100,000

100.00%

68.

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

Trading of alcoholic beverages

Ordinary

HKD 15,300,000.00

15,300,000

15,300,000

100.00%

69.

International Beverage Holdings (UK) Limited Moffat Distillery, Airdrie, ML6 8PL, Scotland

Holding company

Common

GBP 71,670,000.00

71,670,000

71,670,000

100.00%

70.

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

Holding company

Ordinary

HKD 210,500,000.00

21,050,000

21,050,000

100.00%

71.

United Products Company Limited 56 Sukhapibal Road, Tambon Nakhon Chai Si Amphoe Nakhon Chai Si Nakhon Pathom 73120

Production and distribution of spirits

Common

350,000,000.00

3,500,000

3,500,000

100.00%

(3)

72.

SPM Foods and Beverages Company Limited Production and distribution of 79 Moo 3, Tambon Lamlookbua drinking water Amphoe Dontoom, Nakhon Pathom 73150 and energy drinks and spirits agency

Common

606,250,000.00

60,625,000

60,526,250

99.84%

(4)

73.

Oishi Trading Co., Ltd. 9 Ramkhamhaeng Road Suanluang Sub-District Suanluang District, Bangkok, 10250

Production and distribution of food and beverage

Common

420,000,000.00

4,200,000

3,748,870

89.26%

74.

Oishi Ramen Co., Ltd. 444 1st Floor, Room No. 1 A 08-09 Phaya Thai Road, Wangmai Sub-District Pathumwan District Bangkok 10330

Japanese ramen restaurants

Common

158,000,000.00

1,580,000

1,410,289

89.26%

75.

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

Dormant

Common

1,000,000.00

100,000

100,000

100.00%

76.

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

Consultancy service

Common

500,000.00

5,000

5,000

100.00%

77.

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

Advertising and marketing serviecs

Common

100,000.00

10,000

10,000

100.00%

78.

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

Advertising and marketing services

Common

100,000.00

10,000

10,000

100.00%

/ 59


/ Report of the Board of Directors

Company /Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

Remark

79.

Super Brands Company Pte. Ltd. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

Trademark holding

Ordinary

SGD 8,210,000.00

8,210,000

8,210,000

100.00%

80.

Beer Chang International Limited No. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

Not yet operated

Ordinary

SGD 10,000.00

10,000

10,000

100.00%

81.

International Beverage Trading Limited XL House, One Bermudiana Road Hamilton HM 11, Bermuda

Trading of alcoholic beverages

Ordinary

US$ 100,000.00

100,000

100,000

100.00%

(6)

(5)

(Incorporated on January 5, 2011) 82.

Serm Suk Public Company Limited Muang Thai-Phatra Complex, 27-28th Floor 252/35-36 Rachadapisek Road Huay Kwang, Bangkok 10310

Production and distribution of beverages

Common

265,900,484.00

265,900,484

171,923,138

64.66%

(7)

83.

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

Trading of alcoholic beverages

Common

USD 1.00

1,000

1,000

100.00%

(8)

84.

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

Holding company

Common

£9,009,407.00

900,940,700

900,940,700

100.00%

85.

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

Production and distribution of spirits

Common

£10,000,000.00

10,000,000

10,000,000

100.00%

86.

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

Trading of alcoholic beverages

-

RMB 10,000,000.00

-

-

100.00%

(9)

87.

Yunnan Yulinquan Liquor Co., Ltd. Yulin Village, Shuangjiang Town Eshan County, Yuxi City Yunnan, China 653200

Spirits distillery

-

RMB 159,388,200.00

-

-

100.00%

(9) (10)

88.

Blairmhor Distillers Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£200.00

2,000

2,000

100.00%

89.

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

Dormant

Common

£100.00

100

100

100.00%

90.

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

Dormant

Common

£1.00

1

1

100.00%

91.

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

Dormant

Common

£100.00

100

100

100.00%

92.

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

Dormant

Common

£100.00

100

100

100.00%

93.

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

Dormant

Common

£30,000.00

30,000

30,000

100.00%

94.

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

Dormant

Common

£100.00

100

100

100.00%

95.

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

Dormant

Common

£10,030.00

10,030

10,030

100.00%

96.

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

Dormant

Common

£50,000.00

50,000

50,000

100.00%

97.

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

Dormant

Common

£100.00

100

100

100.00%

/ 60


Annual Report 2011

/

Thai Beverage Public Company Limited

Company /Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

Remark

98.

Speyburn-Glenlivet Distillery Company Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£100.00

100

100

100.00%

99.

The Pulteney Distillery Company Limited# Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

£2.00

2

2

100.00%

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

Dormant

Common

£2.00

2

2

100.00%

101. Serm Suk Holdings Co., Ltd. Muang Thai-Phatra Complex Tower 1, 27-28th Floor 252/35-36 Rachadaphisek Road Huay Kwang, Bangkok 10310

Holding company

Common

350,000,000.00

50,000,000

32,329,995

64.66%

(11)

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

Production and distribution of beverages

Common

689,586,150.00

68,958,615

44,588,636

64.66%

(11)

103. Liquorland Limited 8 Westbank Road, Belfast, BT3 9JL Northern Ireland

Off licences

Common

£495,000.00

495,000

245,000

49.49%

104. Inver House Distribution SA# Avenue des Tilleuls, 62140 Marconne, France

Dormant

Common

EUR 24,930.00

2,493

1,247

50.02%

105. Petform (Thailand) Co., Ltd. 85 Moo 11 Bang Nga-Tha Khlong Road Tambon Khao Samo Khon Amphoe Tha Wung, Lop Buri 15150

Manufacture and distribution of plastic packaging

Common

75,000,000.00

7,500,000

1,939,800

25.86%

(11)

Remarks: # These are currently non-trading companies (1)

On May 31, 2011 International Beverage Holdings Limited registered the increase of capital from HKD 1,724,100,000 to HKD 1,760,600,000.

(2)

On June 20, 2011 InterBev (Singapore) Limited registered the increase of capital from SGD 3,000,000 to SGD 9,000,000.

(3)

On February 7, 2011 and March 16, 2011 Sura Piset Pattharalanna Co., Ltd. additional acquired 375 common shares and 4 common shares of United Products Company Limited, resulting Thai Beverage Public Company Limited indirectly holds 3,500,000 shares representing 100% of the registered capital in United Products Company Limited.

(4)

On June 3, 2011 Sura Piset Pattharalanna Co., Ltd. acquired 6,250 common shares of SPM Foods and Beverages Company Limited, resulting Thai Beverage Public Company Limited indirectly holds 60,526,250 shares and representing 99.84% of the registered capital in United Products Company Limited.

(5)

On June 27, 2011 Super Brands Company Pte. Ltd. registered the increase of capital from SGD 10,000 to SGD 8,210,000.

(6)

On January 5, 2011 the registered capital of International Beverage Trading Limited is USD 100,000 consisting of 100,000 issued common shares. Thai Beverage Public Company Limited indirectly holds 100,000 shares, representing 100% in International Beverage Trading Limited through International Beverage Holdings Limited.

(7)

Thai Beverage Logistics Co., Ltd. acquired 64.66% of total issued and paid-up share of Serm Suk Public Company Limited from a voluntary tender offer period ended October 19, 2011.

(8)

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

(9)

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

(10) On February 23, 2011 Yunnan Yulinquan Liquor Co., Ltd. registered the increase of equity interest from RMB 120,000,000 to RMB 159,388,200. (11) Thai Beverage Logistics Co., Ltd. derived this company from share acquisition of Serm Suk Public Company Limited.

/ 61


/ Report of the Board of Directors

List of Direct and Deemed Interests of Each Director As at January 21, 2012

Increase Percentage (decrease) during Number of of the accounting Shares Shareholding period (2)

Name of directors (1)

Direct Interests

1. Mr. Charoen Sirivadhanabhakdi

Thai Beverage Public Company Limited

Siriwana Co., Ltd. (3)

2. Khunying Wanna Sirivadhanabhakdi

-

-

Percentage Number of of Shares Shareholding

Deemed Interests

73,282,000 Director and his spouse have deemed interests through his associated companies in THBEV shares, totaling of Shiny Treasure Holdings Limited (3)

16,529,687,762

65.83

369,750,000

25.50

Maxtop Management Corp. (4)

-

-

MM Group Limited (4)

Risen Mark Enterprise Ltd. (5)

-

-

Golden Capital (Singapore) Limited (6)

-

-

Shiny Treasure Holdings Limited

25,000

50.00

-

-

-

MM Group Limited

25,000

50.00

-

-

-

-

-

16,529,687,762

65.83

Thai Beverage Public Company Limited

Siriwana Co., Ltd. (3)

710,500,000

49.00

50,000

100.00

MM Group Limited (5)

50,000

100.00

MM Group Limited (6)

140,600,420

100.00

73,282,000 Director and her spouse have deemed interests through her associated companies in THBEV shares, totaling of Shiny Treasure Holdings Limited (3)

369,750,000

25.50

Maxtop Management Corp. (4)

-

-

MM Group Limited (4)

710,500,000

49.00

50,000

100.00

Risen Mark Enterprise Ltd. (5)

-

-

Golden Capital (Singapore) Limited (6)

-

-

MM Group Limited (5)

50,000

100.00

MM Group Limited (6)

140,600,420

Shiny Treasure Holdings Limited

25,000

50.00

-

-

100.00 -

MM Group Limited

25,000

50.00

-

-

-

3. Mr. Narong Srisa-an

Thai Beverage Public Company Limited

1

0.00

-

-

-

-

4. Mr. Komen Tantiwiwatthanaphan

Thai Beverage Public Company Limited

34,068,668

0.14

-

-

-

-

5. Mr. Puchchong Chandhanakij

Thai Beverage Public Company Limited

1

0.00

-

-

-

-

6. Ms. Kanoknart Rangsithienchai

Thai Beverage Public Company Limited

1

0.00

-

-

-

-

7. Mr. Staporn Kavitanon (7)

-

-

-

-

-

-

-

8. Prof. Kanung Luchai

-

-

-

-

-

-

-

9. Mr. Manu Leopairote

-

-

-

-

-

-

-

10. Mr. Ng Tat Pun

-

-

-

-

-

-

-

11. Mr. Michael Lau Hwai Keong

-

-

-

-

-

-

-

12. Prof. Pornchai Matangkasombut

-

-

-

-

-

-

-

13. Mr. Sakthip Krairiksh

-

-

-

-

-

-

-

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

-

-

-

-

-

-

-

Thai Beverage Public Company Limited 241,541,500

0.96

50,000,000

0.20

15. Mr. Vivat Tejapaibul

- His Spouse

16. Mr. Panote Sirivadhanabhakdi

Thai Beverage Public Company Limited 107,000,000

0.43

-

-

-

-

17. Mr. Thapana Sirivadhanabhakdi

Thai Beverage Public Company Limited 107,000,000

0.43

-

-

-

-

18. Mr. Sawat Sopa

Thai Beverage Public Company Limited

1

0.00

-

-

-

-

-

-

-

-

-

-

-

Thai Beverage Public Company Limited

1

0.00

-

-

-

-

-

-

-

-

-

-

-

19. Mr. Ueychai Tantha-Obhas 20. Mr. Sithichai Chaikriangkrai 21. Dr. Pisanu Vichiensanth

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of director on August 3, 2011 due to passing away. (2) This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended). This shows the total number of shares which the director directly and indirectly holds shares of the company increasing or decreasing during a fiscal year 2011. In this regard, no director holds shares in the Company’s affiliate companies. The company does not have any outstanding debentures. (3) Siriwana Co., Ltd. holds 11,368,060,000 shares in Thai Beverage Public Company Limited. Shares in Siriwana Co., Ltd. were held by Shiny Treasure Holdings Limited which the director holds shares in Shiny Treasure Holdings Limited as per details shown in the table above. (4) Maxtop Management Corp. holds 4,312,042,762 shares in Thai Beverage Public Company Limited. (According to the report of change of interests of Maxtop Management Corp. which was submitted and announced via Singapore Exchange website on January 10, 2012) Shares in Maxtop Management Corp. were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above. (5) Risen Mark Enterprise Ltd. holds 833,335,000 shares in Thai Beverage Public Company Limited. Shares in Risen Mark Enterprise Ltd. were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above. (6) Golden Capital (Singapore) Limited holds 16,250,000 shares in Thai Beverage Public Company Limited. Shares in Golden Capital (Singapore) Limited were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above. (7) Mr. Staporn Kavitanon ceased from the position of director on February 2, 2012 due to passing away.

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Annual Report 2011

/

Thai Beverage Public Company Limited

Statistics of Shareholders As at March 12, 2012

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

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

Analysis of Shareholders by Size of Shareholdings Size of Shareholdings 1 – 999

Number of Shareholders

%

Number of Shares

% 0.00

10

9.01

1,008

N/A

N/A

N/A

N/A

10,001 – 1,000,000

33

29.73

10,763,085

0.04

1,000,001 and above

68

61.26

25,099,260,907

99.96

111

100.00

25,110,025,000

100.00

1,000 – 10,000

Total

The 21.23 % the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.

TOP TWENTY SHAREHOLDERS No.

Name of shareholders

Number of Shares

%

1.

Siriwana Co., Ltd.

11,368,060,000

45.27

2. 3.

The Central Depository (Pte) Limited

7,021,610,072

27.96

Maxtop Management Corp.

3,694,675,000

14.71

4.

Sparkle View Development Limited

1,042,543,572

4.15

5.

Trinity Fortune Investment Ltd.

524,000,000

2.09

6.

Mrs. Atinant Bijananda

107,000,000

0.43

7.

Mr. Thapana Sirivadhanabhakdi

107,000,000

0.43

8.

Mrs. Thapanee Techajareonvikul

107,000,000

0.43

9.

Mr. Panote Sirivadhanabhakdi

107,000,000

0.43

10.

Mrs. Wallapa Traisorat

107,000,000

0.43

11.

Mrs. Varang Srethbhakdi

65,650,500

0.26

12.

Mr. Winyou Chaiyawan

65,641,500

0.26

13.

Mr. Vanich Chaiyawan

64,863,500

0.26

14.

Mr. Veeravet Chaiyawan

61,600,000

0.24

15.

Miss Somruedee Siravongprasert

55,000,000

0.22

16.

Miss Weena Chaiyawan

50,000,000

0.20

17.

Mrs. Chompoonuch Tejapaibul

50,000,000

0.20

18.

Mrs. Nontana Chaiyawan

48,000,000

0.19

19.

Mr. Vivat Tejapaibul

41,541,500

0.16

20.

Mr. Narit Jivasantikarn

37,450,000

0.15

24,725,635,644

98.47

Total

/ 63


/ Report of the Board of Directors

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

Number of Shareholders

1 – 999

%

Number of Shares

%

10

0.13

3,307

0.00

1,000 – 10,000

5,686

73.43

23,938,387

0.34

10,001 – 1,000,000

2,026

26.16

120,882,232

1.72

1,000,001 and above

22

0.28

6,876,786,146

97.94

7,744

100.00

7,021,610,072

100.00

Total

Twenty Largest Shareholders under The Central Depository (Pte) Limited No.

Name of shareholders

Number of Shares

%

1. 2.

Citibank Nominees Singapore Pte Ltd

3,657,539,430

52.09

DBS Nominees Pte Ltd

1,850,455,784

26.35

3.

UOB Kay Hian Pte Ltd

347,933,000

4.96

4.

HSBC (Singapore) Nominees Pte Ltd

298,726,572

4.25

5.

DBSN Services Pte Ltd

221,220,312

3.15

6.

Vivat Tejapaibul

200,000,000

2.85

7.

United Overseas Bank Nominees Pte Ltd

151,930,760

2.16

8.

Morgan Stanley Asia (S’pore) Securities Pte Ltd

51,117,930

0.73

9.

BNP Paribas Securities Services

28,076,009

0.40

10.

DB Nominees (S) Pte Ltd

20,734,481

0.30

11.

Raffles Nominees Pte Ltd

16,921,118

0.24

12.

Merrill Lynch (Singapore) Pte Ltd

7,986,750

0.11

13.

Summerhill Pte Ltd

5,000,000

0.07

14.

Sunfield Pte Ltd

4,000,000

0.06

15.

CIMB Securities (S’pore) Pte Ltd

3,283,000

0.05

16.

Bank of Singapore Nominees Pte Ltd

2,777,000

0.04

17.

DBS Vickers Securities (S) Pte Ltd

2,385,000

0.03

18.

Lee Heng Tin

1,750,000

0.02

19.

Wee Soon Kiat

1,600,000

0.02

20.

Phillip Securities Pte Ltd

1,163,000

0.02

6,874,600,146

97.90

Total

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Annual Report 2011

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Thai Beverage Public Company Limited

Particular of Material Contracts with the Interested Persons for the year 2011 consist of: Molasses purchase agreements, Thai Molasses Co., Ltd., the company’s subsidiary entered into molasses purchase and sale agreements with Plantheon Trading Co., Ltd., a related company, in order to sell to other subsidiaries within the group under the purchase price and condition specified in the agreements.

Net book value of the company freehold land and building as at 31 December 2011 were as follows. (Million Baht) Land Land improvement

15,200 655

Building and improvements

11,304

Total

27,159

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 2011, the amount of freehold land held for planned future business operations amounted to Baht 653 million which was 3.7% of profit before income tax.

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/ Organization Structure

Organization Structure

BOARD OF DIRECTORS

AUDIT COMMITTEE Office of Internal Audit

EXECUTIVE COMMITTEE

PRESIDENT AND CEO

Office of the President

Center of Excellence

CORPORATE SERVICES

GENERAL AFFAIRS

STRATEGY

FINANCE

SALES

MARKETING

Office of Human Resources

Office of Corporate Communication

Office of Strategic Planning

Office of Controller

Sales Group

Marketing Group

Office of Information Technology

Office of Corporate Secretariat

Office of Asset Management & Services

Office of External Affairs Office of Legal Affairs

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Office of Treasury


Annual Report 2011

/

Thai Beverage Public Company Limited

RISK MANAGEMENT COMMITTEE NOMINATION COMMITTEE

REMUNERATION COMMITTEE COMPANY SECRETARY

Office of Chairman of Executive Committee

RELATED BUSINESS

INTERNATIONAL BUSINESS

NON-ALCOHOL PRODUCTION

BEER PRODUCTION

SPIRIT PRODUCTION

Related Business Group

International Business Group

Non-Alcohol Production Group

Beer Production Group

Office of Liquor Production Office of Technical Service & Environment Office of Engineering

* Effective from August 11, 2011

Office of Natural Essences Production / 67


/ Responsibilities and Authorization of Each Group/Office

Responsibilities and Authorization of Each Group/Office

Office of the Chairman of the Executive Board

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

Office of the President

Manages secretarial tasks for the President. Provides essential back-up in both administrative and strategic tasks. Coordinates with all internal units as well as external organizations both domestically and internationally. Arranges meetings of each ad hoc committee as assigned.

Centre of Excellence

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

Office of Internal Audit

Assists the Board in promoting good corporate governance; reports to the Audit Committee on 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 Human Resources

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

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.

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Office of Asset Management Services

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

Office of Corporate Communications

Supervises and responsible for all aspects of corporate communications functions, namely advertising and public relations, internal and external communications, electronic communications, to garner the utmost benefits for the company, particularly in regards to corporate image and the fostering of relationship to efficiently support the company’s businesses and activities.

Office of Corporate Secretariat

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


Annual Report 2011

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Thai Beverage Public Company Limited

Office of External Affairs

Related Business Group

Builds, strengthens, and extends relationships with public and private sectors ranging from central, regional, provincial to local level. Screens sponsorship and supports to ensure optimal benefits and effectiveness. Manages for other internal functions of the organization to be able to optimize yields from these relationships as well.

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

Office of Legal Affairs

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

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

Office of Strategic Planning

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

Office of Controller

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

Office of Treasury

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

Sales Group

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

Marketing Group

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

International Business Group

Non-Alcohol Production Group

Manages and oversees the production operation and the development of new products in non-alcoholic beverage category in compliance with the goals and policies of the company, including the promotion of production and personnel skills development for the sustainable benefits of the company.

Beer Production Group

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

Office of Liquor Production

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

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 the formulation of environmental management systems and controlling water treatment systems.

Office of Engineering

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

Office of Natural Essences Production

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

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/ Operating and Financial Review

Operating and Financial Review

Overview Thai Beverage Public Company Limited (“ThaiBev”) was established in 2003 with an aim to consolidate its leading spirits and beer businesses in Thailand, which belonged to shareholders and other investors, into a group company. In 2006, ThaiBev registered its listing on the Singapore Exchange (“SGX”) and afterwards, expanded to the non-alcohol and food businesses in order to diversify its product portfolio, enhance the logistics efficiency, and mitigate business risks. Presently, ThaiBev is not only the leading beverage producer in Thailand, but also one of the largest beverage producers in Asia. Our business consists of 4 segments i.e. spirits, beer, non-alcohol beverages and food.

Our vision ThaiBev’s vision is to be the leading beverage producer and distributor with commercial excellence, product premiumization, and professionalism. Our mission is to strengthen our relationship with stakeholders in every aspect, with emphasis on the following 6 values.

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• Offer top quality products to all customer segments; • Respond to demands of distributors with professional service provision; • Place significance on the return on investment to shareholders through revenue growth and stable and continuous profitability; • Be a role model in terms of professionalism and transparency; and operate by corporate governance; • Trust, authorize and reward employees to build the sense of ownership; and • Contribute to the society.


Annual Report 2011

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Thai Beverage Public Company Limited

Strategies Continue premiumization ThaiBev has planned to premiumize products to expand to the premium market, both in terms of quality and price, in accordance with the changes in markets. The plan includes globalizing the image of our products to compete in an international arena, developing current and new products with high profit margin to expedite growth of both top line and bottom line of the business as well as to expand our product portfolio to better respond to the demands of various customer segments as well as the spending trend and higher buying power in line with the recovering economy. In 2011, we introduced the new beer under the brand of “Chang Export” to the domestic market. Packaged in the refreshing label that gives it a different look than others in the Chang family, Chang Export is positioned as the international-standard quality beer produced from 100% malt to cater the taste of drinkers who prefer lighter and lower degree beers.

Our strategies to expand to the non-alcohol business aim to diversify our product portfolio, to manage risks, especially risk from excise tax increase for alcohol beverages as well as to optimize our distribution network. These implementations shall build the path for ThaiBev to become the leader of not only the alcohol segment, but also the overall beverage industry.

Secure leading position in the market ThaiBev, as the leading beverage producer in Thailand, continuously focuses on securing its market leader position through new product development. Innovative products are launched constantly to stay ahead of the changing trends of consumers. Moreover, we strengthen our position as the market leader through public relations and marketing activities, especially brand investment to raise presence of our brands to achieve and secure the top-of-mind quality in the heart of our target consumers. We deploy music and sports marketing as they are top interests of our target customers. In addition, we contribute to the society through our CSR activities.

Expand to the non-alcohol segment

Strengthen our distribution network

ThaiBev is expanding from the alcohol beverage market to the robust non-alcohol beverage market via its existing distribution network. We ventured into the non-alcohol beverage market upon our acquisition of Oishi Group Public Company Limited (“Oishi”). With a larger distribution network, we have seen healthy growth of Oishi sales. In addition, presence of Chang Drinking Water, Chang soda water, and other non-alcohol products was boosted through promotional and marketing campaigns. New Oishi products introduced in 2011 included “Chakulza”– carbonated green tea and “Fruito” – premium green tea mixed with fruit flavor, to extend the customer base. Moreover, the Company has further built growth through the acquisition of shares of Serm Suk Public Company Limited (“Serm Suk”).

Our distribution network is the strength of ThaiBev and a solid structure on which our success and our leadership have been built. Our distribution network has been developed and expanded over 30 years along with our spirit and beer businesses. We have a strong relationship with agents, distributors as well as retailers, nurtured by our sales team and we are on a never-ending mission to further advance our distribution network. In 2011, ThaiBev supported 35 of our agents on installation of an online information system to introduce these agents their very own management system to enhance their business efficiency, and at the same time, strengthen our relationship with these agents. Also in 2011, ThaiBev acquired a total of 171,923,138 shares or 64.66 percent of total shares of Serm Suk, totaling Baht

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/ Operating and Financial Review

9,971,542,004 by making a voluntary tender offer. Our decision to acquire Serm Suk was based on our strategy to reinforce our distribution network, especially for our non-alcohol portfolio to obtain a wider access to consumers.

Advance our international business We continued to develop our international business by building a strong business team and determining optimal business models for each market. ThaiBev establishes the international business step-by-step to attain a solid platform for the business. We focus on obtaining the route-to-market, which we believe to be a chief contributing factor to our success in the year 2010. In 2011, ThaiBev continuously adjusted the route-to-market, distributors in the US market and the sales teams as well as the management for the markets in the USA, Singapore, Cambodia, and Hong Kong. On brand marketing, we enrolled a single marketing campaign for some brands in the global market. For example, exported Chang Beer remained focusing on music and sports marketing to ride the momentum and achieve a vivid brand identity in consumers’ mind.

Maximize potential of our people Our people are a vital element to our success. ThaiBev simultaneously develops the quality and potential of our employees on a continuous basis. We organize training courses and workshops, which are tailor-made in correspondence with their roles and responsibilities. In addition, we encourage our staff to experience and learn new and interesting line of works through internal rotation. Given an appropriate period of rotation in advance, our people are given opportunities to move away from their existing jobs, which may become a routine in employees’ opinion, and be inspired and motivated by new and different experiences that will sharpen their

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knowledge and skills, and enhance their contribution to the future growth of the organization. Moreover, ThaiBev’s focus remains on cultivating our corporate core values through the “ThaiBev Core Values Project”, which was initiated in late 2010 with an aim to instill the corporate core values for our people.

The Thai Economy Thailand’s economy expanded during the first quarter of 2011, a momentum that continued from late 2010, driven by both domestic and international demands. Private consumption and export sector therefore saw healthy expansion. However, the catastrophic earthquake and Tsunami in Japan resulted in a slowdown of automobile export. Domestic consumption nonetheless did not suffer from the effect of the disaster, as reflected in the Consumer Confidence Index as of the end of the second quarter which reached the highest point in 4 years in anticipation of economic and hiring stimulus as per the policies of the new government. From September to the end of 2011, the Thai economy was dampened by the economic recession of the G3 countries (United States of America, Europe, and Japan) as well as the flood situation in the lower part of Northern region, the Central region, including certain parts of Bangkok. These factors caused the industrial sector to shrink while the Consumer Confidence Index dropped to an unusual low in the final quarter of the year. The government saw it necessary to implement measures in order to heal and recover the production sector as well as to revive the household buying power to the normal rate within the first quarter of 2012. These included macro-economic planning to prepare for issues which may arise from the risk of economic stability of EU countries.

Excise Tax The government did not impose any increase of excise tax on alcohol beverages in 2011.


Annual Report 2011

/

Thai Beverage Public Company Limited

Domestic Business The demand of the beverage market still fluctuated following the Thai economy. The first half of 2011 indicated the uptrend of the industrial and agricultural sectors as well as the economic expansion of the country’s key trading counterparts. These factors yielded growth of the many products namely beer, spirits, and ready-to-drink tea when compared to 2010. However, the economic slowed down and GDP forecast was reduced as a result of the flood disaster in several areas of Thailand, which dampened consumption, hindered distribution in areas hit by the flood, and caused shortage of goods and products in certain distribution channels. Beverage facilities severely affected by the flood were mostly located in Ayutthaya, Pathumthani and Nakornsawan provinces. Among our products, ready-to-drink tea, canned coffee, fruit juice and bottled drinking water were affected from the flood. However, other facilities, which were intact, benefited from the surging demands of the general public as part of their preparation against the worsening natural disaster and for donation to flood victims. Sales of ready-to-drink green tea, carbonated soft drinks, electrolyte drinks, and bottled drinking water in particular hiked during the crisis. Note that most of consumers living in the flooded zones were burdened with the expenses from household recovery, a main reason why sales were not as robust as they usually have been during the celebratory period.

Spirits Business Spirits sales increased in 2011, driven by the growth of brown Thai spirits, which are popular among low and mid-tier product consumers. A factor contributable to such growth was because spending confidence of consumers fell and therefore; some drinkers switched from imported to domestic spirits.

In addition, the Thai brown spirit started to gain popularity among certain beer consumers. Both Thai brown and white spirits of ThaiBev saw growth when compared to last year. Total sales volumes of spirits rose by 6.2 percent YoY, lead by the Thai brown spirits which remained popular among consumers who prefer quality taste at value price, when compared to imported spirits. Brands that experienced a continued robust growth were “Hong Thong” and “Blend 285”. In addition, ThaiBev’s white spirits have maintained their popularity among drinkers, especially “Ruangkhao” brand. The net profit of the spirits business for the year 2011 was Baht 13,355 million, an increase of 13.4 percent when compared to the previous year.

Beer Business Beer sales were rather stable in 2011. Sales volumes of the overall beer industry slightly improved in the first half of 2011 due to consumption during the election period and the political clarity after the general election. However, the flood in the lower Northern region, the Central region as well as certain parts of Bangkok hindered the product distribution in the flooded zones, resulting in the decrease of sales volume in the second half of the year. Moreover, consumers were greatly concerned about the flood situation and therefore; cut back on on-premise consumption. As a result, beer sales, consumption of which mostly occurred at on-premise channel, were impacted from the flood. Sales volume of the beer business of ThaiBev in 2011 declined by 5.7 percent, mainly derived from the increased net selling

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/ Operating and Financial Review

price of some products in order to increase the profit margin per unit. However, such increase resulted in a slight decrease in sales by 2.4 percent. In the fourth quarter of 2011, the Company launched the new beer under the brand “Chang Export”, international-standard quality beer with unique character. It is produced from 100% malt, giving a light and refreshing taste with malt aroma, with an aim to respond to the demand of drinkers who prefer lower alcohol-degree beer. Chang Export shines in the newly designed label, which is different from others in the Chang Beer family. Chang Export sales volumes in the last quarter of 2011 reflected a satisfactory consumer feedback. We expect that Chang Export will be one of the major products to achieve the beer business turnaround in the future. Our two breweries were confronted by the flood in the fourth quarter of 2011. They were located in Ayutthaya province, where the flood level was high, causing difficulty in distribution of products to consumers. However, we coped with the flood situation by building land dykes and putting in place the water pumping system at both sites. As a result, the interior of both facilities were safe from water penetration albeit the high flood level surrounding the facilities. We tried to maintain sales by re–routing a part of our products from our brewery in Kampangpetch province for sale in the Central region as well as re-allocating our sales team to support sales in areas which accommodated evacuees such as Chonburi and Rayong provinces as a way to compensate sales decline in the flooded areas. In addition, we expedited relocation of the finished goods from the facilities to warehouses outside the flood-affected zones to prevent possible damages. The beer business in 2011 incurred net loss of Baht 1,031 million or a decrease of 37.2 percent, when compared to the

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previous year due to the increase of net selling price, the reduction of the depreciation, and marketing spending.

Non-alcohol Business In 2011, the non-alcohol beverage market grew less than expected mainly attributable to the flood situation in the fourth quarter of the year. However, the market still indicated a continued uptrend from the previous year. Consequently, more and more new operators enter the market as they see a chance to grow while existing operators attempted to develop their products to differentiate from competitors and at the same time, price and public relations competition is becoming more aggressive. Products which enjoyed a high growth rate were ready-to-drink teas, accelerated by continual marketing campaigns of operators to attract consumers. Key contributors for sales of the non-alcohol business of the Company in 2011 remained the products under “Oishi” brands. Oishi maintained the highest market share in the green tea market in Thailand, which reflects the consumer confidence and the brand’s invigorating presence. We continued to launch many new Oishi products, including “Chakulza” – green tea mixed with soda water and the innovation of the green tea market, “Fruito” – premium green tea with fruit flavors. The introduction of diversified products helped extending our green tea consumer base while tapping into consumers of other non-alcohol products, who may switch their interest to the ready-to-drink teas instead. However, the growth rate of Oishi did not meet the forecast partly due to the flood crisis in the fourth quarter, which caused water penetration at Oishi facilities in the Navanakorn Industrial Estate and interrupted the manufacture of some products. Nevertheless, there was another facility in the Amata Nakorn Industrial Estate and


Annual Report 2011

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Thai Beverage Public Company Limited

outsourcing was arranged to a certain extent. It was expected that the Oishi facility at Navanakorn Industrial Estate shall return to partial operations since March 2012 onwards. Chang drinking water and soda water gained continuous sales volume growth in accordance with their increasing brand presence in 2011. More marketing campaigns were organized such as sponsorship for concerts of Thongchai “Bird” Mcintyre, a famous Thai singer, sponsorship for the animation show called “Bird Land Dan Mahusajan” and collaboration in the “Power of Thai” Project where a part of proceeds from sales of Chang Drinking Water was donated for assistance provided to schools impacted by the floods. Besides strengthening our existing brands, we expanded our non-alcohol business through an acquisition. In September 2011, Thai Beverage Logistics Co., Ltd. (“TBL”), our subsidiary, agreed to acquire 110,461,960 shares of Serm Suk from PepsiCo Group at the price of Baht 58 per share, totaling Baht 6,406,793,680. After such agreement, TBL made a voluntary tender offer to acquire a total of 265,900,484 shares, or equivalent to 100 percent, of Serm Suk at the price of Baht 58 per share. The voluntary tender offer period lasted 25 working days during September 15 and October 19, 2011. After the end of the period, TBL acquired a total of 171,923,138 shares, equivalent to 64.66 percent, totaling Baht 9,971,542,004. The acquisition of Serm Suk was made because we saw the strength of Serm Suk distribution network and its synergy that provides ThaiBev products a wider access to consumers, especially for ThaiBev non-alcohol products. Prior to the acquisition, Serm Suk was one of distributors for Oishi and other non-alcohol products of ThaiBev. In addition, the

portfolio of Serm Suk contained non-alcohol products, of which their growth could be built. In 2011, sales of the non-alcohol business were Baht 10,862 million, or an increase of 67.4 percent from the previous year, derived from sales of Serm Suk during October 1, and December 31, 2011were consolidated into those of ThaiBev and growth of sales of Oishi beverages. However, the non-alcohol business incurred net loss in 2011 because of the net selling price of Oishi, the fixed cost burden incurred as a result of the temporary production halt during the flood as well as the increase in interest expenses from the acquisition of Serm Suk.

Food Business The food business saw healthy growth in the first 3 quarters of the year due to the improved economy. However, some dining outlets in the flooded zones were forced to close on a temporary basis due to the severe flood. In 2011, sales of ThaiBev’s food business were Baht 4,126 million, or an increase of 13.4%, when compared to the previous year, attributable to the expansion of a total of 25 dining outlets. Emphasis of outlet expansion was towards Shabushi restaurant in response to its high growth. There were a total of 120 restaurants as of the end of 2011. ThaiBev offered additional variety to consumers through its introduction of a Japanese barbecue buffet dining under the brand “Nikuya Japanese Barbecue Buffet”, developed by Oishi and not from franchising. In 2011, the food business has net profit of Baht 107 million, or a decrease of 33.5 percent due to the increased raw material costs and loss brought forward that was depleted in 2010.

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/ Operating and Financial Review

International Business ThaiBev through its wholly own subsidiary, International Beverage Holdings Limited (“IBHL”), is responsible for building the international business. IBHL has its headquarter in Hong Kong, and regional offices in Singapore, Cambodia, Malaysia, UK, USA and China. IBHL distributes to over 80 countries, offering main products namely whiskies from the Inver House portfolio, ThaiBev’s Chang Beer, Thai spirits and non-alcohol product portfolio, as well as Chinese spirits from Yunnan Yulinquan Liquor Co., Ltd (“YLQ”).

La Liga. When combined with the sponsorship with Everton FC in the English Premier League, Chang Beer will have a very impactful marketing campaign to reach targeted consumers. Moreover, Old Pulteney, which has a long standing association as the maritime malt, sponsors the “Old Pulteney Row to the Pole” mission involving the expedition to the magnetic north pole. Audience can follow the adventure online and experience the extraordinary journey. In addition, it hosts the maritime photography contest every year.

Continuing to expand product portfolios to better serve core market needs

Our international production centers include five distilleries in Scotland, and one distillery in Yunnan, China. IBHL’s vision is to be a total beverage company (offering alcohol and non-alcohol drinks) with highly regarded international brands for consumers around the world, and to represent a substantial revenue proportion to ThaiBev within 5 years.

In order to fulfill a variety of consumers’ demands in the key overseas markets, IBHL aims to continue develop new ranges of products such as Mainstream Rum, Super Premium Gin, High Strength Beer, and non-alcoholic beverages (Oishi).

Strategy

IBHL focuses on firmly building strong business in the emerging markets including Asia, Africa, and the Middle East, and the developed markets including USA, Europe, and Australia. Besides, IBHL plans to expand its overseas markets through the mergers and acquisitions strategy to fulfill product portfolio, and establish the distribution channels.

IBHL’s strategy continues to build on three blocks:

Building core brands with global footprints IBHL focuses on building its key brands, i.e. a) single malt whisky such as Balblair, Old Pulteney, Speyburn, and anCnoc, b) blended whisky such as Hankey Banister, c) exported products from Thailand such as Chang Beer, via marketing activities. Marketing plan and investment will be executed in line with the brand strategy and market trend. For instance, internationalizing “Chang” brand through the global introduction of “Live Like You Mean It” concept, followed by the sponsorship of Real Madrid C.F. and FC Barcelona, the two most famous and inspirational Spanish football teams in

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Focusing on achieving business growth in key emerging and developed markets

Furthermore, IBHL continues to strengthen its current route to market as well as organizational capability in order to expand business worldwide.


Annual Report 2011

/

Thai Beverage Public Company Limited

Development in 2011 Overall performance of the international business

international sales showed a remarkable growth of over 50 percent, mainly attributable to the successful marketing campaigns connecting today’s consumers.

Revenues of the international business grew by more than 20 percent when compared YoY, same as in 2010, with the continued increase in net profit. The main reasons for the growth are the higher sale of Scotch whisky in UK and ROW and Chang Beer in ASEAN as well as in other regions around the world.

Looking ahead, our marketing activities for Chang Beer in overseas markets will still emphasize on sports and music marketing under the concept of “Live Like You Mean It” to accentuate our brand presence and identity in consumers’ mind.

Inver House products

Chang Beer Export Version was once again the winner in an international competition in 2011. It was awarded the “Asia’s Best Premium Lager” from the World Beer Awards 2011.

Inver House single malt portfolio is the key contributor for revenues of the international business. In 2011, IBHL increased the export of its whisky products to emerging markets including Latin America, Africa and Eastern Europe, and expanded the distribution network in the US market, contributing to the growth of Scotch whisky sales. Moreover, IBHL continues to focus on brand building in order to strengthen brand equity in the markets. We are proud to report that our single malt whisky “Old Pulteney” was selected as the World Whisky of the Year by the internationally recognized 2012 edition of Jim Murray’s Whisky Bible in 2011. Other products of our portfolio were recognized by awards from prestigious international competitions such as Balblair Highland Single Malt Scotch Whisky 1978, and Hankey Banister 40 Year Old, which received the Gold — Best in Class from the International Wine and Spirit Competition (IWSC) 2011. These achievements reflect our success in the effort to premiumize key products.

Thai spirits In 2011, the Company continued to focus on the sales of Thai spirits in ASEAN countries. IBHL continued to expand the presence of “Mekhong” in the Asian, European, and US market, which are the key markets for rum product. Mekhong was also introduced in new markets namely, Japan and Netherlands. Furthermore, the new branding of rum and ad-mix whisky portfolio was being worked on to fulfill demands in several major markets.

Yunnan Yulinqaun products A new sales office was set up in Kunming in 2010 to expand the Chinese spirits distribution network in Yunnan province, coupled with the emphasis on expansion in mid to high-end products, generated higher sales of Chinese spirits products in 2011 with continued profitability from the operation.

Chang Beer in overseas markets IBHL remained focus on growing Chang Beer sales and the expansion into new overseas markets. In 2011, Chang Beer

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/ Operating and Financial Review

Acquisition of Serm Suk Public Company Limited Synergy for Robust Growth In fulfilling our goal to becoming a fully integrated beverage company, Thai Beverage Public Company Limited (“ThaiBev”), by its wholly-owned subsidiary - Thai Beverage Logistics Co., Ltd. (“TBL”), made a voluntary tender offer to acquire all issued and sold shares of Serm Suk Public Company Limited (“Serm Suk”), a producer and distributor of carbonated soft drink of Pepsi Group, drinking water and soda water, including distributor of energy drinks, other beverages and ready-to-drink Oishi green tea for Oishi. Currently, Serm Suk is one of Thailand’s largest manufacturers and distributors of carbonated soft drinks and a listed company on the Stock Exchange of Thailand (SET). After completion of the share acquisition in October 2011, ThaiBev, via TBL, became major shareholder of Serm Suk, holding approximately 64.66% of all issued and sold shares of Serm Suk. This acquisition is expected to galvanize and strengthen our non-alcoholic portfolio in the longer term. We believe that contribution of Serm Suk will become value accretive to ThaiBev. ThaBev is already the largest alcoholic producer and distributor in Thailand. By combining the strength of the distribution network of Serm Suk, ThaiBev now has the most extensive beverage distribution capabilities in the country.

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Acquisition strategic rationale: • Broaden ThaiBev distribution network to traditional trade channel; • Expand product portfolio and obtain immediate entry into non-alcoholic drinks segment; • Attain the efficient returnable bottle system; • Achieve cost synergies from sharing warehouses; and • Deploy defensive approach to create barrier to entry from other beverage players.


/ Management Discussion and Analysis

Annual Report 2011

/

Thai Beverage Public Company Limited

Management Discussion and Analysis Performance for the year ended 31 December 2011

Since 1 January 2011, the Company has adopted Thai Financial Reporting Standards (TFRS) in comformity with International Financial Reporting Standards (IFRS). Operation performance report for the period of 2010 has already been restated to comply with the above changes and for comparative purposes. Thai Beverage Logistics Co., Ltd. (“TBL”), a direct subsidiary of the Company, acquired Serm Suk Public Company Limited (“Serm Suk”), a Thai company currently listed on the Stock Exchange of Thailand through a voluntary tender offer for all issued and paid-up common shares during 15 September 2011 to 19 October 2011. Serm Suk is principally engaged in the production and distribution of soft drinks, drinking water, soda water and other beverages. TBL acquired 64.66% equity interest of Serm Suk at the end of tender offer period, equivalent to 171,923,138 shares at Baht 58 per share for a cash consideration of Baht 9,971.5 million. The Company has included the assets and liabilities of Serm Suk in the consolidated statements of financial position. The results of operations and cash flows for the period of 1 October 2011 to 31 December 2011 were included in the consolidated statements of income and cash flows respectively. Serm Suk’s operations were recognized under the non-alcoholic beverages business segment. In latter part of 2011, key geographic areas of Thailand were severely inundated by major flood. As a result, some of the Company plants and operations were affected and interrupted, especially non-alcoholic beverage facilities in Pathumthani province. The financial impact from flood damages that affected our production facilities and business interruption for the most part are to be mitigated by insurance coverage that contains Industrial All Risks (IAR) and Business Interruption (BI) conditions. The Company booked the initial impact consisting of large financial portion from flood damages and claims in this period. However, the final assessment of damages and claims are still being surveyed and on going.

Group For the year 2011, total sales revenue of the Company was Baht 132,186 million, an increase of 9.7% or Baht 11,714 million, from Baht 120,472 million of last year, due to an increase of sales revenue from the spirits business of 10.4%, the non-alcoholic beverages business of 67.4% and the food business of 13.4% although there was a decrease from the beer business of 2.4%. Gross profit was Baht 34,844 million, an increase of Baht 4,197 million, or 13.7%, due to an increase of gross profit in the spirits business of 11.3%, the beer business of 13.9%, the non-alcoholic beverages business of 51.8% and the food business of 10.5%. Earnings before interest, tax, depreciation and amortization (EBITDA) was Baht 21,238 million, an increase of Baht 1,681 million, or 8.6%, due to an increase of EBITDA in the spirits business of 8.3%, the food business of 1.7% and a decrease of EBITDA (loss) in the beer business of 79.4% although there was a decrease of EBITDA in the non-alcoholic beverages business of 70.6% which mainly due to impacts from severe flooding to business operations of two non-alcoholic beverage factory in Pathumthani province and an associate. Net profit was Baht 11,984 million, an increase of Baht 1,325 million, or 12.4%, due to an increase of net profit in the spirits business of 13.4% and a decrease of net loss in the beer business of 37.2% although there was a decrease of net profit in the food business of 33.5% and the non-alcoholic beverages business of 221.1%. After sharing loss from non-alcoholic beverages business to non-controlling interests, net profit attributable to owners of the Company was Baht 12,042 million compared to Baht 10,550 million of last year, an increase of Baht 1,492 million or 14.1%.

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/ Management Discussion and Analysis

Unit: Million Baht Non% to alcoholic Sales beverages

Spirits

% to Sales

Beer

Revenue from sales

84,764

100.0

32,855

100.0

Cost of sales

57,488

67.8

29,472

Gross profit

27,276

32.2

3,383

Selling expenses

3,089

3.6

Administrative expenses

5,225

YTD_ 2011

Operating profit (loss) Other income/Interest income EBIT (loss) Finance costs Income tax Net Profit (loss) Depreciation & Amortization EBITDA (loss)

% to Sales

Food

% to Sales

% to Sales

Total

% to Sales

10,862

100.0

4,126

100.0

(421)

100.0

132,186

100.0

89.7

8,281

76.2

2,512

10.3

2,581

23.8

1,614

60.9

(411)

97.6

97,342

73.6

39.1

(10)

2.4

34,844

26.4

2,870

8.7

1,932

17.8

428

10.4

(39)

9.3

8,280

6.3

6.2

1,921

5.8

1,088

10.0

1,015

24.6

(23)

5.5

9,226

7.0

18,962

22.4

(1,408)

(4.3)

(439)

(4.0)

171

4.1

52

(12.4)

17,338

13.1

357

0.4

0.6

24

0.2

31

0.8

(52)

12.4

568

0.4

19,319

22.8

(3.7)

(415)

(3.8)

202

4.9

-

-

17,906

13.5

228

0.3

115

0.4

105

1.0

7

0.2

-

-

455

0.3

5,736

6.8

(284)

(0.9)

(73)

(0.7)

88

2.1

-

-

5,467

4.1

13,355

15.8

(1,031)

(3.1)

(447)

(4.1)

107

2.6

-

-

11,984

9.1

1,447

1.7

1,058

3.2

610

5.6

217

5.3

-

-

3,332

2.5

20,766

24.5

(0.4)

195

1.8

419

10.2

-

-

21,238

16.1

208 (1,200)

(142)

Eliminate

Unit: Million Baht Non% to alcoholic Sales beverages

Spirits

% to Sales

Beer

Revenue from sales

76,763

100.0

33,671

100.0

Cost of sales

52,257

68.1

30,701

Gross profit

24,506

31.9

Selling expenses

2,594

Administrative expenses

YTD_ 2010

Operating profit (loss) Other income/Interest income EBIT (loss) Finance costs Income tax Net Profit (loss) Depreciation & Amortization EBITDA (loss)

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% to Sales

Food

% to Sales

6,487

100.0

3,639

100.0

91.2

4,787

73.8

2,179

2,970

8.8

1,700

26.2

3.4

3,146

9.3

854

5,315

6.9

2,223

6.6

16,597

21.6

(2,399)

(7.1)

272

0.4

16,869

22.0

161

0.2

4,936

89

% to Sales

Total

% to Sales

(88)

100.0

120,472

100.0

59.9

(99)

112.5

89,825

74.6

1,460

40.1

11

(12.5)

30,647

25.4

13.2

408

11.2

(29)

33.0

6,973

5.8

591

9.1

847

23.3

(2)

2.3

8,974

7.4

255

3.9

205

5.6

42

(47.7)

14,700

12.2

(42)

Eliminate

0.3

27

0.4

19

0.5

47.7

365

0.3

(6.9)

282

4.3

224

6.2

-

-

15,065

12.5

73

0.2

21

0.3

4

0.1

-

-

259

0.2

6.4

(740)

(2.2)

(108)

(1.7)

59

1.6

-

-

4,147

3.4

11,772

15.3

(1,643)

(4.9)

369

5.7

161

4.4

-

-

10,659

8.8

2,302

3.0

1,620

4.8

382

5.9

188

5.2

-

-

4,492

3.7

19,171

25.0

(2.0)

664

10.2

412

11.3

-

-

19,557

16.2

(2,310)

(690)


Annual Report 2011

/

Thai Beverage Public Company Limited

Unit: Million Baht Nonalcoholic % beverages

Increase (Decrease)

Spirits

%

Revenue from sales

8,001

10.4

(816)

Cost of sales

5,231

10.0

(1,229)

Gross profit

2,770

11.3

413

13.9

Selling expenses

495

19.1

(276)

Administrative expenses

(90)

(1.7)

2,365

Operating profit (loss) Other income/Interest income EBIT (loss) Finance costs Income tax Net Profit (loss) Depreciation & Amortization EBITDA (loss)

Beer

%

Food

%

Eliminate

%

Total

% 9.7

(2.4)

4,375

67.4

487

13.4

(333)

(378.4)

11,714

(4.0)

3,494

73.0

333

15.3

(312)

(315.2)

7,517

8.4

881

51.8

154

10.5

(21)

(190.9)

4,197

13.7

(8.8)

1,078

126.2

20

4.9

(10)

(34.5)

1,307

18.7

(302)

(13.6)

497

84.1

168

19.8

(21)

(1,050.0)

252

2.8

14.2

991

41.3

(694) (272.2)

(34)

(16.6)

10

23.8

2,638

17.9

85

31.3

119

133.7

12

63.2

(10)

(23.8)

203

55.6

2,450

14.5

1,110

48.1

(22)

(9.8)

-

-

2,841

18.9

67

41.6

42

57.5

84

400.0

3

75.0

-

-

196

75.7

800

16.2

456

61.6

35

32.4

29

49.2

-

-

1,320

31.8

1,583

13.4

612

37.2

(816) (221.1)

(54)

(33.5)

-

-

1,325

12.4

(37.1)

(562)

(34.7)

228

59.7

29

15.4

-

-

(1,160)

(25.8)

8.3

548

79.4

(469)

(70.6)

7

1.7

-

-

1,681

8.6

(855) 1,595

(3)

(11.1)

(697) (247.2)

Spirits Business

Beer Business

For the year 2011, sales revenue was Baht 84,764 million, an increase by Baht 8,001 million, or 10.4%, mainly due to an increase of sales volume and product mix. Total sales volume of spirits was 551.7 million litres, an increase of 6.2%.

For the year 2011, sales revenue was Baht 32,855 million, a decrease by Baht 816 million, or 2.4%, mainly due to a decrease of sales volume although there was an increase in net sales price. Total sales volume of beer was 613.3 million litres, a decrease of 5.7%.

Gross profit was Baht 27,276 million, an increase by Baht 2,770 million or 11.3%, mainly due to the increase in sales revenue and a decrease in depreciation. Earnings before interest, tax, depreciation and amortization (EBITDA) was Baht 20,766 million, an increase of Baht 1,595 million, or 8.3%, mainly due to the increase in gross profit, a gain on sale of investment properties and a decrease in idle costs. Net profit was Baht 13,355 million, an increase by Baht 1,583 million or 13.4%, mainly due to the increase in EBITDA and a decrease in depreciation.

Gross profit was Baht 3,383 million, an increase by Baht 413 million, or 13.9%, mainly due to an increase in net sales price and a decrease in depreciation. EBITDA showed a loss of Baht 142 million, a decrease by Baht 548 million, or 79.4%, mainly due to the increase in gross profit and a decrease in marketing expenses. Net loss was Baht 1,031 million, a decrease by Baht 612 million, or 37.2%, mainly due to the increase in EBITDA and a decrease in depreciation.

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/ Management Discussion and Analysis

Non-Alcoholic Beverages Business For the year 2011, the Company has included Serm Suk operation results for the period of 1 October 2011 to 31 December 2011 in the non-alcoholic beverages business segment.

ThaiBev

Serm Suk

Total (Million Baht)

Sales

6,712

4,150

10,862

Gross profit

1,828

753

2,581

Year 2011

EBITDA (loss)

308

(113)

195

Net profit (loss)

(46)

(401)

(447)

Year 2010 Sales

6,487

-

6,487

Gross profit

1,700

-

1,700

EBITDA (loss)

664

-

664

Net profit (loss)

369

-

369

Sales

3.5

n/a

67.4

Gross profit

7.3

n/a

51.8

(53.6)

n/a

(70.6)

(112.4)

n/a

(221.1)

% increase (decrease)

EBITDA (loss) Net profit (loss)

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Annual Report 2011

/

Thai Beverage Public Company Limited

Food Business For the year 2011, sales revenue was Baht 10,862 million, an increase by Baht 4,375 million or 67.4%, mainly due to the inclusion of Serm Suk beverage sales and the increase of Oishi beverages sales volume although there was a decrease in net sales price to cope with a competitive market. Total sales volume of Oishi beverages, which consist of green tea, black tea, and other non-alcoholic beverages, was 231.8 million litres, an increase of 9.3%. Energy drinks generated sales volume of 8.5 million litres, an increase of 0.9%. Soda and drinking water generated sales volume of 35.1 million litres and 172.9 million litres respectively, an increase of 27.9% and 70.8% respectively. Gross profit was Baht 2,581 million, an increase by Baht 881 million or 51.8%, mainly due to the increase in sales revenue and product mix.

For the year 2011, sales revenue was Baht 4,126 million, an increase by Baht 487 million or 13.4%, mainly due to an increase in the total size of branches and sales price. Gross profit was Baht 1,614 million, an increase by Baht 154 million or 10.5%, mainly due to higher sales although food costs increased in accordance with the variety of foods available and an increase in raw material cost. Earnings before interest, tax, depreciation and amortization (EBITDA) was Baht 419 million, an increase by Baht 7 million or 1.7%, mainly due to the increase in gross profit although staff costs and branch rental fees increased. Net profit was Baht 107 million, a decrease by Baht 54 million, or 33.5%, mainly due to tax impacts although EBITDA increased.

Earnings before interest, tax, depreciation and amortization (EBITDA) was Baht 195 million, a decrease by Baht 469 million or 70.6%, mainly due to the impacts of severe flooding to two non-alcoholic beverage facilities in Pathumthani province and an associate’s preform plant in Lopburi province. These plants were not able to operate at normal level but had to absorb a burden of fixed cost unavoidably. Net loss was Baht 447 million, a decrease by Baht 816 million or 221.1%, mainly due to the decrease in EBITDA and the increase in interest expenses from loans to support acquisition of Serm Suk.

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/ Management Discussion and Analysis

Financial Position As at the end of December 2011, the Company has included the assets and liabilities of Serm Suk in the consolidated statement of financial position.

Adjustment

Total (Million Baht)

ThaiBev

Serm Suk

Current assets

41,245

5,046

(21)

46,270

Non-current assets

50,595

8,898

(5,871)

53,622

Total assets

91,840

13,944

(5,892)

99,892

Current liabilities

18,281

3,050

(21)

21,310

Non-current liabilities

13,266

1,799

Equity

60,293

9,095

(5,871)

63,517

Total liabilities & Equity

91,840

13,944

(5,892)

99,892

Current assets

35,189

-

-

35,189

Non-current assets

41,844

-

-

41,844

Total assets

77,033

-

-

77,033

Current liabilities

18,367

-

-

18,367

1,785

-

-

1,785

Equity

56,881

-

-

56,881

Total liabilities & Equity

77,033

-

-

77,033

31 December 2011

-

15,065

31 December 2010

Non-current liabilities

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Annual Report 2011

/

Thai Beverage Public Company Limited

Assets

Liquidity

Total assets as at the end of December 2011 was Baht 99,892 million, an increase by Baht 22,859 million, or 29.7%, compared with the end of 2010. Current assets increased by Baht 11,081 million, mainly due to an increase in inventories. Non-current assets increased by Baht 11,778 million, mainly due to an increase in property, plant and equipment and goodwill from acquisition of Serm Suk.

Cash and cash equivalents, as at December 31, 2011, was Baht 3,442 million. The net increase from the beginning of the period was Baht 84 million. Details of activities were as follows:

Liabilities Total liabilities as at the end of December 2011 was Baht 36,375 million, an increase by Baht 16,223 million, or 80.5%, compared with the end of 2010. This was mainly due to an increase in loans from financial institutions to purchase shares of Serm Suk and employee benefit obligations. The maturity of interest-bearing loans was as follows:

Unit: Million Baht Within Dec. 2012 7,027 Within Dec. 2013 1,533 During Jan. 2014 – Nov. 2016 9,667 Total 18,227

Shareholders’ Equity Total equity as at the end of December 2011 was Baht 63,517 million, an increase of Baht 6,636 million, or 11.7% compared with the end of 2010. This was mainly due to an increase in non-controlling interest from acquisition of Serm Suk and an increase in net retained earning which comprised of profit for the period and dividend payment.

Unit: Million Baht Net cash provided by operating activities 12,246 Net cash used in investing activities (11,992) Net cash used in financing activities (377) Net decrease in cash and cash equivalents in period (123) Adjustment from financial statement translation 206 Cash and cash equivalents at beginning of period 3,359 Cash and cash equivalents at end of period 3,442 Net cash provided by operating activities of Baht 12,246 million was mainly derived from net income of Baht 11,984 million, non-cash items from depreciation and amortization of Baht 3,331 million and working capital and others decreased by Baht 3,069 million. Net cash used in investing activities of Baht 11,992 million was mainly due to invest in Serm Suk and purchase of property, plant and equipments. Net cash used in financing activities of Baht 377 million was mainly due to dividend and interest payment which offset by net increase of bank overdrafts and loans from financial institutions.

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/ Management Discussion and Analysis

Financial Ratios Dec.31, 11

Dec.31, 10

Current Ratio (times)

2.17

1.92

Total Debt to Equity Ratio (times)

0.57

0.35

Net asset value per share (Baht)

2.39

2.25

Jan. - Dec.11

Jan. - Dec.10

7

6

48

53

26

27

Accounts Receivable Turnover (days) Inventory Turnover (days) Spirits Business Finished Goods (Excl. Legacy Stocks) Beer Business Finished Goods

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Annual Report 2011

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Thai Beverage Public Company Limited

Shareholder Returns Dividends The current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50% of net profits after deduction of all specified reserve, subject to investments plan and as the Board of Directors deems appropriate. For the financial year ended 31 December 2011, the Board of Directors has recommended total dividend of Baht 9,290.71 million. Year 2011

Year 2010

9,290.71

8,788.51

25,110

25,110

Interim dividend per share (Baht)

0.15

0.15

Final dividend per share (Baht)

0.22

0.20

Total dividend per share (Baht)

0.37

0.35

77.15

83.30

19.91

18.81

0.48

0.42

25,110

25,110

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

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

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/ Risk Management Strategies

Risk Management Strategies

Market Competition Risk Competition in the beverage market was not different from last year, the intensity of which varied between segments. Competition in the alcohol beverage segment was restricted by the Alcohol Beverage Control Act, which was effective in 2009. Promotions and advertisement in mass media declined due to related legal restrictions. Producers and product owners shifted their focus to product distribution and other activities, which are allowed by the laws. On the brown spirits side, ThaiBev is one of the largest manufacturers with high market share and popular brands. It is therefore the single spirits producer, which continuously organizes music events while smaller competitors focus on expediting their growth with low selling price. In the beer market, ThaiBev and large-sized business competitors focus on brand building through sports marketing, especially football, as well as music marketing. In 2011, a key competitor in the beer business entered into contracts with major football clubs in the Premier League to incorporate them in its branding activities, the strategy which was pioneered and has been deployed by ThaiBev over 6 years now. Competition was rather aggressive in the non-alcohol beverage segment, with major products being drinking water, soda water, and green tea, due to several key domestic and international players. Marketing for Chang drinking water reached its second year and we competed against major competitors. Competition of the drinking water covered every aspect, including advertisement, public relations, sales promotions and others. This was because the product was not restrained by the Alcohol Beverage Control Act. In 2011, the green tea market, in which ThaiBev is the market leader with our products under the

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“Oishi� brand, faced the most intense competition. New players utilized quite a large budget to win the market share from market leaders. Apart from the high advertising budget, large amounts were spent for sales promotional activities, including product push, shelf spacing, and price war. The Company saw it necessary to utilize a large budget in this year to secure our market share. Although competition is regarded as a business risk, it is normal for any liberal markets. Therefore, the risk from competition is actually the risk from the decline of profit margin as a result of more spending to protect one’s market share. In 2011, the alcohol beverage market was not impacted by the risk from competition, since both targeted top line and bottom line were met. For the green tea market, the impact was slightly felt and therefore; the profit of Oishi, one of our subsidiaries, decreased in 2011. However, we believe that the effect will be short-lived as the brand has strong presence and it is highly popular among the consumers. Based on our observation, our sales were slightly impacted during the promotional activities of other players, and they usually returned to the normal rate after such promotions ended. In conclusion, the risk from competition was present to a certain extent in 2011; however, our executives managed to limit the impact to be on a short-term basis and we believe that there will not be any long-term effects.

Risk on Regulations and Tax Issues arising out of the law on control of alcohol beverages, which was effective since the year 2009 remained unchanged. Lack of clarity of the law led to interpretation by the law enforcing and the law enforced parties. In 2011, several cases were brought to the justice process; however, the ones involved us did not have grounds indicating that the Company violated


Annual Report 2011

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Thai Beverage Public Company Limited

the law. Some cases were dismissed by the general attorneys while others underwent trials and were concluded that no violation of the law was made. Hence, although there is risk on such aspects, we are confident that we will be able to handle any cases as we added in the organizational structure the legal officers for our regional offices and we have experience in several precedent cases. Referring to the risk from excise tax adjustment, the excise tax on alcohol beverages was re-considered after the new government was formed. The Company saw the possibility of the excise tax increase since the public sector needed to generate revenues for spending following several measures to be implemented, especially those in relation to the restoration of the country after the flood disaster in late 2011. Each excise tax increase more or less affects the cost of goods, depending on the rate of the increase. The Company usually passes the burden on to consumers to maintain the profit margin, a strategy which has been managed without any effects on profit. Such excise tax increase will lead to the price adjustment that creates an impact on sales, which lasts only temporarily. After the consumers adjust to such price, sales usually return to its normal rate a few months afterward. We have definite approaches and experience in managing the tax increment and we are confident that similar tax increases are manageable as usual.

Raw Materials and Packaging Supply Risk Certain raw materials in alcohol beverage production are domestic and international agricultural products; for example, rice, malt, hops and molasses. The fluctuations of their quantities and prices vary according to the natural factors in each year. For the production year 2012, we mitigate the risk

by entering into forward contracts at appropriate prices and adequate volumes for production throughout the year. As for major packaging materials, including fuels used in production, we also entered into forward contracts for most items to mitigate the risk of supply shortage and inadequate volumes for production.

Finance and Investment Risk ThaiBev’s business operations and expansion are capitalintensive and therefore, incur risks and several uncertainties. The business itself is capital-intensive. In addition, new product research and development, new factory construction and maintenance and modifications of the existing factories call for continuous investments. Furthermore, the Company incurs expenses in constant surveillance on the latest developments in the domestic and overseas beverage markets. Previous investments were funded by external loan resources, recapitalization, and ThaiBev’s internal cash flow. It is expected that future business expansion or modifications of breweries and distilleries of the Company will be funded by additional borrowing and internal cash flow. In this regard, ThaiBev has taken steps to secure additional credit lines from financial institutions, including overdraft credit lines, promissory note credit lines, and issuance of bills of exchange. ThaiBev currently commands financial liquidity of 3.6 times of the total average sales of one month. Such risk is constantly mitigated by the Office of Controller, which involves in planning for investments to obtain information for use in preparing the appropriate financial structure.

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/ Risk Management Strategies

Compliance with Environmental Protection Law ThaiBev sees significance in ensuring compliance with laws and constant updates of production standards, reflected in our applications of various systems such as the Quality Management System Standard (ISO 9000:2008), Food Safety Management System Standard (ISO 22000:2005), Environmental Management System Standard (ISO 14000:2004), Good Manufacturing Practice and Hazard Analysis Critical Control Points (GMP&HACCP). Furthermore, we appointed the Energy Management Committee to oversee the consumption of electricity, thermal energy and hydropower, with an aim to optimize consumption of the 3 resources in a long run. Constant surveillance is arranged for these 3 resources and annual objectives are defined in order to control usage ratio. In addition, contamination monitoring is set and continuous search for alternative resources is carried out; for example, random tests for sources of water used in production process and the search for sources of alternative energy.

Risks from Flood Disasters Many areas in Thailand suffered from the flood disaster in 2011, especially during September to November 2011. The flood vastly affected industries in the country. Certain parts of ThaiBev’s operations were halted by the flood as routes were cut off, which obstructed the distribution of raw materials and packaging materials. Also, our staff faced difficulty in traveling between work and home. Although many facilities are located in the flood-prone zones, namely distilleries along the Chaophraya River, distilleries along

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the Tachine River, 3 breweries, one of which in Kampangpetch province and the other two in Ayutthaya province, a Serm Suk facility in Nakornsawan province, Oishi facility in Navanakorn Industrial Estate, and a Serm Suk facility in Pathumthani province, which were declared disaster zones, the flood did not incur great damages to the assets of ThaiBev as we deployed protective measures and we had coverage from Industrial All Risk and Business Interruption insurance policy. To prevent effects from such disasters in many areas in the future and based on the policy of the public sector which determined that Amphoe Bangban and Amphoe Wangnoi, where our two breweries are located, will be a part of the water-absorbent zone in the future, ThaiBev implemented additional preventive measures. These preventions included the construction of permanent flood barriers and dykes to increase the height and strength of the barriers surrounding both breweries, permanent concrete flood barriers for distilleries in Pathumthani province and Suratthani province. Therefore, we are confident that all facilities as well as business continuity are secured in case similar flooding incur again.

HR Risk: human resources preparation for stability and business growth ThaiBev places importance on human resource management and puts in place personnel strategies with an intention to prepare and formulate the standardized human resource management in accordance with the ever-changing competitive environment. Due to the competitive circumstances in the market as well as our growth, the effort to re-structure the organization, which began in 2009, has reduced the complexity in terms of


Annual Report 2011

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Thai Beverage Public Company Limited

management and resulted in enhanced working competency, coordination, and dynamic. Also, such re-structure reduced the cost of management to a reasonable level in terms of momentary investment and time. In order to drive a large organization with diverse business operations, we are committed in cultivating our Core Values which reflects and aligns with ThaiBev’s vision and mission to foster our diversified workforce in different work locations to adhere to the same Core Values, which will lead to a solid corporate culture and close bonds between our staff. These elements shall elevate ThaiBev to become a leading organization with sustainable growth and acceptance by all stakeholders.

Moreover, ThaiBev promotes the use of the Performance Management System by developing an information system to collect data, conduct performance evaluation, and produce reports. This allows employees to learn about their strengths and weaknesses in their performance and how to enhance their potential. The High-Potential Personnel Management Program has continued with an annual assessment to ensure that successors are nominated for prominent positions and employees are provided with opportunities to make advances in their career.

Developments were seen in the recruiting processes in order to indentify qualified and proper personnel with sound social, corporate and professional responsibilities. We put in place the tests in respect of psychological and educational qualifications and work experience and applies the psychological test result to analyze candidate’s level of maturity, consciousness and capability, all of which form part of consideration whether candidates are qualified for the available positions. In respect of personnel development, Thai Beverage Training Co., Ltd. was established with an aim to build confidence that we are moving towards our goals. ThaiBev Training is responsible for creating and developing quality personnel in every aspect to uplift the organization to become the leading international beverage company. The project on assessment of management and individual personnel development was conducted in response to the growth of the organization.

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/ Our People….. Our Success

Our People….. Our Success

ThaiBev and Employees Welfare We believe that our employees are our most valuable asset which is the main force in delivering ThaiBev business results and the key drivers in our future growth and success. ThaiBev, therefore embraces the importance of employees well-being with provision of competitive welfare benefits and remuneration program excellence, addressing both the organization’s and employees’ mutual needs. We are concerned and care for our staff livelihood as people in the same family and together we went through the natural disasters of 2011 which has been both severe and continuous – commencing with the sudden flooding in the South, the tropical storm “Nock Ten” which hit the North and North-East of Thailand leading to the widespread and heavy flooding which covered the mid-basin and Bangkok areas. The natural disasters widely affected our employees and their families throughout the Kingdom and with concern for our people’s plight, we set up “ThaiBev Flood Rescue Center” to help our employees and their families with temporary accommodation, food and recovery plans as well as provides advice and encouragements throughout the crisis.

Cultivating and Blending Employees together as ONE through ThaiBev Core Values At Thaibev, we recognize the power of unity and the power of our people when they share and collaborate in working together with the same goal and mission. In order to drive an organization of nearly 30,000 workforce worldwide with diverse business operations and dispersed work locations, ThaiBev needs to build and nurture a strong corporate culture through one single set of core values to unite our people as ONE and cultivating a strong organization with true employee engagement enabling ThaiBev to achieve sustainable growth

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and acceptance by all stakeholders. We are committed in cultivating our Core Values which reflects ThaiBev’s vision and business practices of the founder, Mr. Charoen Sirivadhanabhakdi, such as tolerance, accountability, devotedness, sacrifice and working for the benefits of common good rather than personal gain, under “THAIBEV”:

T H A I B E V

Team Spirit Heart Accountability Initiative Be Best, Be Bold, Be Bright Efficient Virtue

ThaiBev’s international arm, under International Beverage Holdings Limited (IBHL) also strive to ensure that the ways of working are of World Class standards akin with ThaiBev’s and address the same core values principles but expressed differently. IBHL’s Core Values focus on four key principles accurately reflecting those of ThaiBev’s in trying to create a highly motivated and performance-oriented organization and to be the Best-in-its-Class in Thailand, the region and the world. The power of ONE will be realized when our people work together as an effective team with continuous development and promotes openness within the organization which are the underlying factors in organization development and effectiveness.


Annual Report 2011

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Thai Beverage Public Company Limited

Learning and Development The opportunities of our people are expanding with our business. With our business expansion, our people are also provided with greater career opportunities, not only within our current businesses, but also in the other non-alcoholic beverages as well as non-beverages across the ThaiBev Group, both domestically and internationally. Along with our growth strategy, our human resource development plan has been defined to reflect the required strategy for critical capabilities. Learning and development is through various forms and medium, such as knowledge sharing, on-the-job training, regular training sessions both domestic and international as well as self-learning via our E-Learning system. Furthermore, ThaiBev reinforces the knowledge-sharing culture through a “ThaiBev GURU” project which promotes awareness and active understanding of product information and insight as well as the “Iron Man” project which brings theoretical knowledge into practice. The “Iron Man” project enhances clear understanding and accountability of the tasks to be performed with initiation on process improvements and efficiency. Both activities are fun and underscore the business process improvements as well as reinforces the ThaiBev Core Values. At ThaiBev, it is our commitment to develop highly competent and ethical people who are engaged in driving the organization forward to fulfill their career aspirations and grow their potential both domestically and internationally.

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/ Credit Rating Announcement

Credit Rating Announcement

On February 13, 2012 the annual review announcement, TRIS Rating Co., Ltd. (“TRIS”) affirmed the company rating of Thai Beverage Public Company Limited (“ThaiBev”) at “AA” with a “Stable” outlook. To gain an international credit rating in order to establish Company’s overseas credit flexibility in the financial markets, the Company engaged Standard and Poor’s (“S&P”) and Moody’s Investors Service Pty Limited (“Moody’s”), both well-recognized globally in their field. S&P affirmed the ThaiBev rating at “BBB” rating with a “Stable” outlook (as Ratings Direct by S&P announced October 10, 2011), and Moody’s affirmed the ThaiBev rating at Baa2 with a Stable outlook (as Global Credit Research Credit Opinion by Moody’s announced June 30, 2011). (Note: The Thailand Country Rating from TRIS is “AAA”, “BBB+” from S&P and “Baa1” by Moody’s.) The rating, if assigned, will be subjected to revision or withdrawal by each of the Rating Companies, TRIS, S&P or Moody’s when there has been material change to the rating and/or annual review and/or review on opinion of each of the Rating Companies.

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/ Corporate Governance Report

Annual Report 2011

/

Thai Beverage Public Company Limited

Corporate Governance Report At THBEV we adhere to good corporate governance principle, and the conduction of our business in compliance with all laws and regulations applied to us. As a consequence, this year THBEV, as the Thai company listed on the Singapore Exchange (“SGX”), received the Corporate Governance Asia Recognition Awards 2010 and the Corporate Governance Asia Recognition Awards 2011 for two consecutive years from Corporate Governance Asia Magazine and Most Transparent Company Award 2010 as the Runner-Up in the Foreign Listings Category from Securities Investors Association (Singapore) (SIAS).

The Board’s Conduct of Affairs Principle 1 Our Board of Directors oversees the Company’s business and affairs in accordance with the resolutions of shareholders and the applicable laws. The Board must exercise good business judgment and act in good faith for the best interests of the Company. In this year, the Board met five times, and the following table shows the details regarding the attendance to the meeting of each director up to December 31, 2011:

Names

Positions

Number of Attendances / Total of Meetings

1.

Mr. Charoen Sirivadhanabhakdi

Chairman

4/5

2.

Khunying Wanna Sirivadhanabhakdi

Vice Chairman

3/5

3.

Mr. Narong Srisa-an

Vice Chairman

5/5

4.

Mr. Komen Tantiwiwatthanaphan

Vice Chairman

4/5

5.

Mr. Puchchong Chandhanakij

Director

5/5

6.

Ms. Kanoknart Rangsithienchai

7. 8.

Mr. Chukiet Tangpongprush (1) Mr. Staporn Kavitanon (2)

Director Director

4/5 -/5

Independent Director and Audit Committee Chairman

3/5

9.

Prof. Kanung Luchai

Independent Director and Audit Committee Member

5/5

10. Mr. Manu Leopairote

Independent Director and Audit Committee Member

5/5

11. Mr. Ng Tat Pun

Independent Director and Audit Committee Member

5/5

12. Mr. Michael Lau Hwai Keong

Independent Director

4/5

13. Prof. Pornchai Matangkasombut

Independent Director

4/5

14. Mr. Sakthip Krairiksh

Independent Director

5/5

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

Independent Director

5/5

16. Mr. Vivat Tejapaibul

Director

5/5

17. Mr. Panote Sirivadhanabhakdi

Director

3/5

18. Mr. Thapana Sirivadhanabhakdi

President and CEO Director and Executive Vice President

4/5 5/5

19. Mr. Sawat Sopa 20. Mr. Ueychai Tantha-Obhas

Director and Executive Vice President

4/5

21. Mr. Sithichai Chaikriangkrai

Director and Executive Vice President

5/5

22. Dr. Pisanu Vichiensanth

Director and Senior Vice President

5/5

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away. (2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.

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/ Corporate Governance Report

Matters Requiring Board Approval Our Board recognizes their utmost duties to administer business and oversee the Company’s operations. This includes the administration of the subsidiary companies to be in line with the Company’s core business plans to ensure that it complies with the shareholders’ resolutions in good faith and under the law, its objectives and its Articles of Association. In addition, our Board ensures that the Company and its subsidiary companies comply with the SGX Listing Manual. Our Board is also responsible for the determination of visions and business strategies of the Company and the oversight of management performance of their duties according to the Company’s policies and report the financial statements and general information to shareholders and investors with accuracy and sufficiency. According to the Law, the Board is required to meet not less than four times in each year. In 2011, the Board met more than such requirement in order to consider matter proposed by the management.

Training All Directors have passed the Director Accreditation Program (DAP) of the Thai Institute of Directors. Some also accredited the Director Certification Program (DCP) of the same institution. We also encourage and support directors to understand Singapore Law and the Listing Manual applicable to our Company through training and information updating.

independent directors which are more than one-third of the total number of the Board members. All directors have long-term experience in business or attained honorary position.

Executive Committee As at December 31, 2011, the Board appointed an Executive Committee which consists of seventeen members, they either are the Board members or top executive officers of the Company. To enhance Company business operation, the Board granted them the authority to perform their duties. In this regard, some of the Executive Committee members are assigned to oversee business units under the supervision of the President and CEO. The Executive Committee may appoint other sub-committees to support the Executive Committee and the Board in order to ensure the good corporate governance of the Company. The Executive Committee meets once a month to discuss on the Company’s business administration, except for the case of emergency the meeting will be held as appropriate. Apart from the oversight of the administration of THBEV, the Board also appoints certain Executive members to hold directorship in both domestic and overseas subsidiary companies to monitor and control the business administration at maximum efficiency according to the Company’s policy and for the best interest of the Company. The Executive Committee’s responsibilities are as follows:

All Directors received a clear explanation of their roles and responsibilities at the time of their proposed appointment to the Board.

Board Composition and Guidance Principle 2 Board of Directors As at December 31, 2011, our Board consists of twenty one directors (exclusive of one director vacancy), including eight

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• Prepare and propose business plans, targets, operational plans, business strategies and annual budgets of the Company and its subsidiary companies to the Board of Directors of the Company; • Determine and propose business plans, budgets and management roles and responsibilities of the Company and its subsidiary companies to the Board of Directors of the Company for approval;


Annual Report 2011

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Thai Beverage Public Company Limited

• Monitor the operations of the Company and its subsidiary companies to be in line with business policy, targets, operational plans, business strategies, budgets and management roles and responsibilities as approved by the Board of Directors of the Company for the efficiency of and to facilitate business conditions; • Authorized to approve payments for investments or operations, borrowing or requesting for any facility from a financial institution, lending, including being a guarantor with respect to the normal business of the Company and its subsidiary companies as stipulated by the Board of Directors; • Authorized to approve the annual budget for annual increase or adjustment of salary and bonus payment for employees of the Company and its subsidiary companies; • Authorized to approve payments as determined by Board of Directors of the Company; • Propose the efficient organization and management structure of the Company and its subsidiary companies to the Board of Directors of the Company; • Recruit, employ, terminate employment, promote, impose disciplinary penalty, transfer, adjust salary level, increase salary, adjust salary rate, and determine bonus, welfare and other benefits as well as consider all other remunerations for all levels of employees of the Company. The Executive Committee also has the authority to appoint the President and CEO or any appointee of the Company to be the authorized representative of the Company to sign related employment contracts within the budget approved by the Board of Directors of the Company;

• Supervise and approve matters relating to the operation of the Company. It may appoint or authorize any one or more persons to engage in any act on behalf of the Executive Committee as it deems appropriate such as appointment of the sub-committee to consider salary increase and bonus of executive leveled employees ranking from Vice President to Executive Vice President, appointment of any of the sub-committees that have particular knowledge and expertise to manage and monitor before proposing to the Executive Committee, provided that the Executive Committee is entitled to repeal, change or modify the scope of the authorization; and • Perform any other act as delegated by the Board of Directors of the Company. However, the abovementioned approval shall not grant power that cause the Executive Committee or the authorized representative being able to approve any transaction in which the Executive Committee or authorized representative, or any related person has interest or may have any conflict of interest with the Company or its subsidiary companies (as defined in the Notification of the Securities and Exchange Commission). Such approval must be proposed to the meeting of the Board of Directors of the Company and/or the meeting of shareholders, as the case may be, for the approval, as stipulated in the Articles of Association of the Company or its subsidiary companies, or any applicable laws.

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

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/ Corporate Governance Report

In 2011, the Executive Committee met twelve times, and the following table shows the details regarding the attendance to the meeting of each member up to December 31, 2011. Number of Attendances / Total of Meetings

Names

Positions

1.

Mr. Charoen Sirivadhanabhakdi

Chairman of Executive Committee

11/12

2.

Khunying Wanna Sirivadhanabhakdi

1st Executive Vice Chairman

11/12

3.

Mr. Narong Srisa-an

2nd Executive Vice Chairman

12/12

4.

Mr. Komen Tantiwiwatthanaphan

3rd Executive Vice Chairman

12/12

5.

Mr. Puchchong Chandhanakij

4th Executive Vice Chairman

11/12

6.

Ms. Kanoknart Rangsithienchai

5th Executive Vice Chairman

10/12

7.

Mr. Chukiet Tangpongprush (1)

6th Executive Vice Chairman

8.

Mr. Thapana Sirivadhanabhakdi

President and CEO

9.

Mr. Sawat Sopa

10. Mr. Ueychai Tantha-Obhas

-/12 10/12

Director and Executive Vice President

10/12

Director and Executive Vice President

11/12 11/12

11. Mr. Sithichai Chaikriangkrai

Director and Executive Vice President

12. Dr. Pisanu Vichiensanth

Director and Senior Vice President

11/12

13. Mr. Vichai Chaiyavaranurak

Senior Vice President Senior Vice President

12/12 11/12

Senior Vice President

8/12

14. Mr. Karn Chitaravimol (2) 15. Mr. Matthew Kichodhan 16. Mr. Jean Lebreton

Senior Vice President

10/12

17. Mr. Polapatr Suvarnazorn

Senior Vice President

11/12

18. Mr. Marut Buranasetkul

Senior Vice President Senior Vice President

9/12 1/12

19. Mr. Somchai Suthikulpanit (3)

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away. (2) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors Meeting No. 1/2011 on February 23, 2011. (3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman of Thai Beverage Marketing Co., Ltd. on February 1, 2011.

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Annual Report 2011

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Thai Beverage Public Company Limited

Management Committee The Board of Directors approved the set up of the Management Committee (MC) and authorized the President and CEO to be in charge of all MC activities. The MC was formed in January 2008 and consists of the top executives of business and support units. Up to present, the members have been changed due to the additional appointment and change of the top executives responsibility. As at December 31, 2011, the MC consists of eleven members namely, Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Jean Lebreton, Mr. Vichai Chaiyavaranurak, Mr. Karn Chitaravimol, Mr. Matthew Kichodhan, Mr. Polapatr Suvarnazorn, and Mr. Marut Buranasetkul. The Chairman of the MC is Mr. Thapana Sirivadhanabhakdi, the President and CEO.

Investment Committee The Company is very careful and will cautiously proceed in the investment for our business expansion. In this regard, the Executive Committee appointed the Investment Committee (IC) which consists of nine members from various units. Mr. Narong Srisa-an is the Chairman of the IC and Mr. Thapana Sirivadhanabhakdi and Mr. Sithichai Chaikriangkrai are the Vice Chairman of the IC. The IC is responsible for consideration and advises the Executive Committee on the acquisition/disposal of businesses, assets, including the merger of businesses of Thai Beverage Public Company Limited group of companies both domestic and overseas.

Audit Committee The Audit Committee was appointed by the Board of Directors. In 2011, the Audit Committee consists of 4 members, namely, Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun. Mr. Staporn Kavitanon is the Chairman of the Audit Committee and Mr. Somsak Sae-Kuay, Vice President of the Office of Internal Audit, is the Secretary to the Audit Committee.

In this regard, Mr. Ng Tat Pun was appointed by the Board of Directors to be the leader of the Audit Committee with respect to the interested person transactions undertaken by our Group. The Audit Committee meets at least once in each quarter or more, in case of emergency. Please refer to the Audit Committee Report. In this connection, Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.

Risk Management Committee The Board of Directors appointed the Risk Management Committee which consists of sixteen members who are either directors or executives. The Directors are Mr. Narong Srisa-an, Mr. Puchchong Chandhanakij, Ms. Kanoknart Rangsithienchai, Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth. The executives are Mr. Jean Lebreton, Mr. Vichai Chaiyavaranurak, Mr. Karn Chitaravimol, Mr. Matthew Kichodhan, Mr. Polapatr Suvarnazorn, Mr. Marut Buranasetkul, Mr. Chalerm Pornrutchakit, and Mr. Mahin Kraivixien. The Chairman of the Risk Management Committee is Mr. Narong Srisa-an. Mr. Somsak Sae-Kuay, Vice President of the Office of Internal Audit, is the Secretary to the Risk Management Committee. In this regard, any executive who is appointed as the Senior Vice President will automatically be the Risk Management Committee member. Among others responsibilities, the Risk Management Committee ensures the analysis of both internal and external risks, determines the acceptable level of risks for the Company and its subsidiary companies, and determines and reviews criteria of risk management as well as evaluates an emergency plan of each office to ensure that it is practical. They also consider and review; overall policies, guidelines of risk management of the Company and its subsidiary companies, risks in the operation of the Company and its subsidiary companies, including the

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/ Corporate Governance Report

preparation of the risk management report, warning system and preventive measures for operational risks. This includes the risk assessment of the Company and its subsidiary companies with timely review of the criteria of risk management.

Nomination Committee The Nomination Committee was appointed by the Board of Directors. In 2011, the Nomination Committee consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Khunying Wanna Sirivadhanabhakdi. The Chairman of the Nomination Committee is Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is the Secretary to the Nomination Committee. In this regard, the majority of NC members including the NC Chairman are independent directors. The Nomination Committee is responsible for the selection of the suitable person to be appointed as director and/or President and CEO, and setting the procedures and the guidelines for selection. In this connection, Mr. Staporn Kavitanon ceased from the position of Nomination Committee Chairman on February 2, 2012 due to passing away.

Remuneration Committee

In this connection, Mr. Staporn Kavitanon ceased from the position of Remuneration Committee Chairman on February 2, 2012 due to passing away.

Chairman and CEO Principle 3 Our Chairman encourages constructive relations among the Board, Executive Committee and the Management. The Chairman approves the agenda to be considered at the Board meetings and the Executive Committee meetings as he is the Chairman of the Executive Committee. The President and CEO supervises the disclosure of adequate and appropriate information to the Management and to the Board for further consideration and actions at the appropriate time. The Chairman and the President and CEO are responsible for their roles in the overseeing the business operation and administration in accordance with the policy of the Board of Directors and structure of the organization of the Company.

Board Membership Principle 4

The Remuneration Committee was appointed by the Board of Directors. In 2011, the Remuneration Committee consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Prof. Kanung Luchai. The Chairman of the Remuneration Committee is Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is the Secretary to the Remuneration Committee. In this regard, all RC members are independent directors.

In order to assure a transparent process for the appointment of the directors to the Board, the Nomination Committee (NC) would review and assess qualities of candidates for directorships (including executive directorships) before making recommendations to our Board. The NC also reviews the retirement and re-election of directors for proposing the election to the Annual General Meeting of Shareholders of the Company to comply with our Articles of Association.

The Remuneration Committee is responsible for setting the policies and the guidelines in the determination of remunerations of any kind including to consider and review the remuneration of the key executives.

The Remuneration Committee (RC) also determines remuneration policies and guidelines to set fair and reasonable remunerations of any kind to directors and executive committee members, as well as, reviews, revises, amends, or revokes such

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Annual Report 2011

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Thai Beverage Public Company Limited

policies and guidelines to be proposed to the annual general meeting of shareholders of the Company for approval. The Committee is also in charge of the consideration and review of the remuneration of key executives and proposes to the Board of Directors of the Company. In performing their roles, our NC and RC adhere to the law and the Listing Manual of the Singapore Exchange applicable to our Company. The NC and RC also adopted a charter and proposed it to the Board for approval.

Procedure for Developing Remuneration Policies Principle 7 The Remuneration Committee (RC) is authorized by the Board to determine the remuneration of directors and/or executives in consultation with the Chairman to propose for the approval of the shareholders’ meetings.

Board Performance

If a member of the RC has an interest in a matter deliberated by the Committee, he will abstain from participating in the review and approval process for that matter.

Principle 5

Level and Mix of Remuneration

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

Access to Information Principle 6 We are committed to providing our Board members with adequate, complete, continuous and timely information before the 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 on the laws concerning public company limited, private company including securities laws and relevant regulatory matters. In this respect, we set up a Compliance Unit, having a Compliance Manager responsible for this Unit under supervision of the Office of Corporate Secretariat and also support the Company Secretary. This is to ensure compliance with the legal and regulatory requirements. The Board approves the appointment and the removal of the Company Secretary. In 2011, the Company Secretary attended all Board meetings and Executive Committee meetings.Â

Principle 8 The determination of level and band of remuneration of the Directors, Executive Directors, and top executives of the Company were based on the corporate and individual performance. The approval of the remuneration for the directors is proceeded with clarity and transparency to comply with laws and the Code of Corporate Governance 2005 of SGX (including the amendment). The Remuneration Committee will consider and endorse the remuneration structure prior to propose to the shareholders for approval. In this regard, the Company entered into a long-term employment agreement with Dr. Pisanu Vichiensanth, who is the director and the Managing Director of Beer Thai (1991) Public Company Limited and Managing Director of Cosmos Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.

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/ Corporate Governance Report

Disclosure of Remuneration Principle 9 Details of remuneration paid to the directors and top executives for the accounting year ended December 31, 2011, of which each remuneration band is leveled at SGD250,000 (in accordance with the foreign exchange rate of SGD1 = Baht 24.50), are set out as below: 9.1 Level of Remuneration (Unit: Singapore Dollar) Level of Remuneration Name of Directors/Executives

Less than 250,000

250,000 to 499,999

500,000 or above

9.1.1 Directors 1.

Mr. Charoen Sirivadhanabhakdi

2.

Khunying Wanna Sirivadhanabhakdi

3.

Mr. Narong Srisa-an

4.

Mr. Komen Tantiwiwatthanaphan

5.

Mr. Puchchong Chandhanakij

6.

Ms. Kanoknart Rangsithienchai

7.

Mr. Chukiet Tangpongprush

8.

Mr. Staporn Kavitanon (2)

9.

Prof. Kanung Luchai

(1)

10. Mr. Manu Leopairote 11. Mr. Ng Tat Pun 12. Mr. Michael Lau Hwai Keong 13. Prof. Pornchai Matangkasombut 14. Mr. Sakthip Krairiksh 15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya 16. Mr. Vivat Tejapaibul 17. Mr. Panote Sirivadhanabhakdi 18. Mr. Thapana Sirivadhanabhakdi 19. Mr. Sawat Sopa 20. Mr. Ueychai Tantha-Obhas 21. Mr. Sithichai Chaikriangkrai 22. Dr. Pisanu Vichiensanth

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• • • • • • • • • • • • • •

• • •

• • • • •


Annual Report 2011

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Thai Beverage Public Company Limited

(Unit: Singapore Dollar) Level of Remuneration Name of Directors/Executives

Less than 250,000

250,000 to 499,999

500,000 or above

9.1.2 Top Executives 1.

Mr. Vichai Chaiyavaranurak

2.

Mr. Somchai Suthikulpanit (3)

3.

Mr. Karn Chitaravimol (4)

4.

Mr. Matthew Kichodhan

5.

Mr. Jean Lebreton

6.

Mr. Polapatr Suvarnazorn

7.

Mr. Marut Buranasetkul

• • • •

• •

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away. (2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away. (3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman of Thai Beverage Marketing Co., Ltd. on February 1, 2011. (4) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors Meeting No. 1/2011 on February 23, 2011.

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/ Corporate Governance Report

9.2 Type of Remuneration Details of remuneration which are divided into (1) salaries (2) bonuses as well as funds paid based on the operating results of the Company (3) other benefits; and (4) compensation in a form of shares and long-term benefits given to directors and top executives of the Company in the accounting year ended December 31, 2011 are set out as follows: Type of Remuneration

Name of Directors/Executives

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

9.2.1 Directors 1.

Mr. Charoen Sirivadhanabhakdi

80%

20%

2.

Khunying Wanna Sirivadhanabhakdi

80%

20%

3.

Mr. Narong Srisa-an

48%

52%

4.

Mr. Komen Tantiwiwatthanaphan

80%

20%

5.

Mr. Puchchong Chandhanakij

74%

26%

6.

Ms. Kanoknart Rangsithienchai

47%

53%

7.

Mr. Chukiet Tangpongprush (1)

100%

8.

Mr. Staporn Kavitanon (2)

100%

9.

Prof. Kanung Luchai

100%

10. Mr. Manu Leopairote

100%

11. Mr. Ng Tat Pun

100%

12. Mr. Michael Lau Hwai Keong

100%

13. Prof. Pornchai Matangkasombut

100%

14. Mr. Sakthip Krairiksh

100%

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

100%

16. Mr. Vivat Tejapaibul

100%

17. Mr. Panote Sirivadhanabhakdi

100%

18. Mr. Thapana Sirivadhanabhakdi

50%

50%

19. Mr. Sawat Sopa

59%

41%

20. Mr. Ueychai Tantha-Obhas

50%

50%

21. Mr. Sithichai Chaikriangkrai

48%

52%

22. Dr. Pisanu Vichiensanth

48%

52%

/ 104

Other benefits

Compensation in a form of shares and long-term benefits


Annual Report 2011

/

Thai Beverage Public Company Limited

Type of Remuneration Bonuses as well as funds paid based on the operating results Salaries of the Company

Name of Directors/Executives

Other benefits

Compensation in a form of shares and long-term benefits

9.2.2 Top Executives 1.

Mr. Vichai Chaiyavaranurak (3)

65%

35%

100%

2.

Mr. Somchai Suthikulpanit

3.

Mr. Karn Chitaravimol (4)

91%

9%

4.

Mr. Matthew Kichodhan

67%

33%

5.

Mr. Jean Lebreton

62%

38%

6.

Mr. Polapatr Suvarnazorn

70%

30%

7.

Mr. Marut Buranasetkul

62%

38%

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away. (2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away. (3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman of Thai Beverage Marketing Co., Ltd. on February 1, 2011. (4) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors Meeting No. 1/2011 on February 23, 2011.

In this regard, Directors and/or Executive Committee Directors of Thai Beverage Public Company Limited and/or its subsidiaries who receive monthly salary from the Company and/or any subsidiaries will not receive the Director Remuneration pertaining to the resolutions of the Board of Directors Meeting No. 2/2004 held on May 21, 2004.

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/ Corporate Governance Report

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. In addition, after the financial disclosure, our top executives also participate in quarter results briefing and telephone conference from time to time. This is to ensure the timely update to our investors.

Audit Committee Principle 11 The Board appointed the Audit Committee (AC) which, in 2011, consists of four independent directors: three Thais and one Singaporean. The AC responsibilities are clearly set forth in the Audit Committee Charter for instance, assessing the adequacy and effectiveness of the internal controls of the Company and its subsidiary companies, ensuring the correctness and reliability of the preparation process and information disclosures of the Company and its subsidiary companies, and reviewing the Company and its subsidiary companies compliance with the applicable laws, regulations and rules of the Stock Exchange of Thailand and the Singapore Exchange. This includes the internal controls and consideration of Interested Persons Transactions to prevent any 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, the Board appointed an Executive Committee, each member of which oversees different departments and business units to ensure the adequacy of financial, operational and compliance controls, including risk management policies.

/ 106

In support of this, the Board also assigned the Office of the Corporate Secretariat to oversee the compliance with the laws concerning the private company, public company limited and the Securities Laws, which are applicable to the Company. In addition to the relevant laws and regulations, the Board of Directors also announces the Business Ethics and indicated that all directors, executives and employees be complied. In the Business Ethics, the Board of Directors included the policy for the handling of information in order to protect against unduly handling of information for personal benefits or the benefits of other persons. It is the responsibility of the directors, executives and employees of the Company to prevent any access by unauthorized persons, and/or disclosure of, non-public information that may affect the market price of the Company’s shares and other financial instruments issued by the Company, before it has been received by the stock exchange, or before the information has been made public through SGXNET, or still be price-sensitive information. In addition, the Board of Directors has a policy for directors and executives on dealing in the Company’s securities. The directors and executives of the Company are prohibited from dealing in the Company’s securities from the date commencing two weeks before the announcement of the Company financial statements for each of the first three quarters of the Company’s financial year and one month before the announcement of the Company’s full year financial statements, and from trading at any time on short-term considerations. Under the Company’s Articles, the Directors must also notify the Company and the SGX-ST of the particulars of his shareholding interest in the Company at the time of his appointment and, for so long as he remains as a Director, of any interest in, and all changes to, his shareholding in the Company within 2 business days of any such change. The Company Secretary immediately announces such notice through SGXNET and within 7 days provides a copy of the notice received to all other directors.


Annual Report 2011

/

Thai Beverage Public Company Limited

Based on the results of independent audits on internal controls by the Office of Internal Audit and other information provided to the Audit Committee, they believe that the internal control system of the Company is robust and effective for managing financial, operational and compliance risks, details as shown in the Audit Committee Report.

Internal Audit Principle 13 The Company established the Office of Internal Audit to assist the Board through the Audit Committee (AC) 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. In this respect, the AC appointed the Vice President, Office of Internal Audit, as the Secretary to the AC. Annual audit plan was prepared to ensure that the performance of internal audit is accurate and complete. The AC will propose its opinions on the appointment of the auditors of the Company and its subsidiary companies including their remuneration to the Board of Directors in order to propose to the Shareholders’ Meeting for approval. The 2011 Annual General Meeting of Shareholders held on April 29, 2011, unanimously resolved to approve the appointment of Ms. Nittaya Chetchotiros, Certified Public Accountant No. 4439 or Mr. Nirand Lilamethwat, Certified Public Accountant No. 2316, or Ms. Orawan Sirirattanawong, Certified Public Accountant No. 3757 of KPMG Phoomchai Audit Ltd. to be the auditor of the Company. This appointment is also complied with Rule 713(1) of the Listing Manual of Singapore Exchange (Listing Manual). According to the financial statements for the year ended December 31, 2011, Thai Beverage Group of Companies consisting of Thai Beverage Public Company Limited and all subsidiaries paid the audit fees to the auditors at the total amount of Baht 63,513,135 and the audit fee of only Thai Beverage Public Company Limited at the amount of Baht

7,324,000 as per approval of the 2011 Annual General Meeting of Shareholders. In this regard, there was no payment made by the Company for the Non-Audit Fee to the auditor. Normally, Thai Beverage Public Company Limited and subsidiaries will appoint KPMG Phoomchai Audit Ltd. (“KPMG Thailand”) and companies in the group of KPMG Thailand in various countries to provide audit services. However, there is one subsidiary in overseas which is International Beverage Holdings Limited USA, Inc. appointed different auditor from the Company. The Company’s Audit Committee and Board of Directors considered and satisfied that the appointment would not compromise the standard and effectiveness of the audit of the Company, in compliance with the Rule 716 of the Listing Manual.

Communication with Shareholders Principle 14 Not only we make various announcements via SGXNET to communicate with our shareholders, but our Investor Relations Unit also works closely with our top executives to ensure timely disclosure. The unit arranges quarterly briefings following the disclosure of interim and full year results, so that investors may query management about financial, marketing or strategic issues. Between reporting periods, the Investor Relations team regularly meets with investors to communicate the policies and strategies of the Company so that investors have a good understanding of the Company operation. 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/ir.html.

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/ Audit Committee Report

Audit Committee Report To Shareholders of Thai Beverage Public Company Limited

The Audit Committee was appointed by the Board of Directors, comprising four independent directors who are appropriately qualified to discharge their responsibilities, namely Mr. Staporn Kavitanon as Chairman, Mr. Kanung Luchai, Mr. Manu Leopairote and Mr. Ng Tat Pun as the Committee members. The Audit Committee is guided by the Audit Committee Charter approved by the Board of Directors which clearly set out its authority, responsibilities and duties. In 2011, the Audit Committee held 4 regular meetings with executive management, internal auditors and external auditors of the Company in relation to the meeting agenda as appropriate. The major tasks undertaken by the Audit Committee were as follows: 1. Reviewed the quarterly, annual and consolidated financial statements of the Company and its subsidiaries to ensure accuracy and conformity with the generally accepted accounting principles, including sufficient disclosure of information. The Audit Committee then proposed their review results and the quarterly financial statements to the Board of Directors for approval, as well as the annual financial statements to the Board of Directors for endorsement and approval of the Shareholders at the Annual General Meeting. 2. Evaluated adequacy and appropriateness of the Company’s internal controls through the supervision and audits of the Internal Audit Office and the external auditors. The Audit Committee fully supported and encouraged their independent operations, and discussed with the internal auditors and the external auditors to consider material suggestions presented to the executives and the Board of Directors for enhancing efficiency of the operations and internal controls. 3. Reviewed interested person transactions and transactions that may lead to conflict of interests to ensure their compliance with the Company Shareholders’ Mandate for the interested person transactions, reasonableness of transactions that the Company entered into for the best interest of the Company, and disclosure of sufficient, accurate and complete information.

the established audit plan, acknowledged audit results on quarterly basis, provided operational guidelines for enhancing effectiveness and efficiency to the Office of Internal Audit. 6. Reviewed and discussed with the auditors and management representatives to acknowledge any issue(s) which might cause administrative difficulties or might affect business operation of the Company; provided advice on how to improve financial reporting presentation and information disclosure, and other recommendations to the management as deemed appropriate. 7. Reviewed independence of the external auditors, and recommended annual appointment as well as compensation. The Audit Committee is of the opinion that for the year ended December 31, 2011, the Company’s financial statements were fairly presented in all material respects in accordance with the generally accepted accounting principles, and disclosed information adequately. The Company’s internal controls have been both adequate and appropriate to its business and found no material discrepancy. The rules and regulations of the Securities and the Stock Exchange were properly complied as well as other related laws and regulations. The interested person transactions and transactions that may lead to conflict of interests were the normal course of business transactions, accurate and reasonable for the best interest of the Company. The said information was also disclosed adequately, accurately and completely. In addition to these, the Company had continuous development on the good corporate governance. For the year 2012, the Audit Committee has proposed the Board of Directors to further propose for approval of the shareholders at the Annual General Meeting on the appointment of the auditors of KPMG Phoomchai Audit Limited as the Company’s external auditor and the remuneration for the year 2012. After due consideration, the Audit Committee was of the view that they are qualified, competent, professional based on their acceptable and satisfactory performances in the past. They are also independent and have no relationship or interest with the Company and its subsidiaries. The proposed audit fee was considered as a reasonable amount.

4. Reviewed compliance of laws and regulations of the Securities and the Stock Exchange, and compliance of laws and regulations related to business. 5. Approved the 3 years risk based audit plan of the Internal Audit Office to cover all risks and activities of the Company, oversaw the performance of internal audit in accordance with

Mr. Kanung Luchai (For) Chairman of the Audit Committee February 27, 2012

Note : - Mr. Staporn Kavitanon ceased from the position of Chairman of the Audit Committee on February 2, 2012 due to passing away.

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/ Audit Report of Certified Public Accountant

Annual Report 2011

/

Thai Beverage Public Company Limited

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

I have audited the accompanying consolidated and separate statements of financial position as at 31 December 2011 and 2010, and the related statements of income and comprehensive income, changes in 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 audit 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 2011

and 2010 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 Financial Reporting Standards in Thailand. As explained in notes 2 and 4 to the financial statements, with effect from 1 January 2011 the Company has adopted certain new and revised financial reporting standards and early-adopted Thai Financial Reporting Standard TAS 12 Income Taxes. The consolidated and separate financial statements for the year ended 31 December 2010 have been restated accordingly.

(Nittaya Chetchotiros) Certified Public Accountant Registration No. 4439 KPMG Phoomchai Audit Ltd. Bangkok 28 February 2012

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/ Financial Statements

Statements of financial position Thai Beverage Public Company Limited and its Subsidiaries As at 31 December 2011 and 2010

Assets

Consolidated ďŹ nancial statements Note

2011

Separate ďŹ nancial statements

2010

2011

(Restated)

2010 (Restated) (in Baht)

Current assets Cash and cash equivalents Current investments

8

3,442,422,619

3,358,696,022

11,187,992

22,849,120

9

12,803,522

795,459

-

-

7, 10

3,618,526,367

1,921,770,225

-

-

11

962,737,424

293,960,263

12,255,732

12,124,788

7

2,289,737,843

790,866,676

15,237,613,199

2,370,666,238

12

31,645,700,715

27,146,320,485

-

-

Other current assets

4,297,832,545

1,676,711,805

17,671,516

6,776,762

Total current assets

46,269,761,035

35,189,120,935

15,278,728,439

2,412,416,908

Trade accounts receivable Other receivables Short-term loans to and other receivables from related parties Inventories

Non-current assets Available-for-sale investments

9

73,132,260

-

-

-

Investments in subsidiaries

13

-

-

80,189,701,542

80,047,424,542

Investments in associates

14

149,161,455

122,755,082

-

-

9

66,884,774

13,797,886

-

-

7

53,460,732

39,405,277

645,565,026

2,502,181,738

Investment properties

15

678,274,253

786,323,452

-

-

Property, plant and equipment

16

42,672,615,052

35,113,743,385

52,799,296

47,129,294

Goodwill

17

7,158,840,161

3,049,309,616

-

-

Other intangible assets

18

271,363,047

152,404,565

14,318,248

24,042,689

Leasehold rights

19

191,671,594

194,091,836

-

-

Deferred tax assets

20

341,087,881

387,102,949

30,840,315

3,671,151

Other non-current assets

21

1,965,366,581

1,985,425,605

305,917,936

314,936,650

Total non-current assets

53,621,857,790

41,844,359,653

81,239,142,363

82,939,386,064

Total assets

99,891,618,825

77,033,480,588

96,517,870,802

85,351,802,972

Other long-term investments Long-term loans to and other receivables from related parties

The accompanying notes are an integral part of these ďŹ nancial statements. / 110


Annual Report 2011

/

Thai Beverage Public Company Limited

Statements of financial position Thai Beverage Public Company Limited and its Subsidiaries As at 31 December 2011 and 2010

Liabilities and equity

Consolidated financial statements Note

2011

Separate financial statements

2010

2011

(Restated)

2010 (Restated) (in Baht)

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

22

5,226,897,105

6,262,242,793

3,500,000,000

5,000,000,000

7, 23

5,297,250,236

3,757,164,726

-

-

24

3,756,488,768

2,355,050,743

153,597,117

81,788,587

22

1,800,000,000

2,500,000,000

1,200,000,000

2,500,000,000

7, 22

145,911,355

163,275,883

8,924,329,506

6,083,425,215

2,925,761,074

2,225,876,373

50,791,448

144,375,369

44,958,407

-

-

-

2,112,480,620

1,104,386,768

62,457,965

62,444,852

21,309,747,565

18,367,997,286

13,891,176,036

13,872,034,023

7, 22

448,693

285,526

10,528,000,000

10,402,800,000

financial institutions

22

11,200,000,000

600,000,000

11,200,000,000

-

Deferred tax liabilities

20

1,299,035,768

1,081,010,904

-

-

Employee benefit obligations

25

2,340,531,896

-

139,313,483

-

Trade accounts payable Other payables Current portion of long-term loans from financial institutions Short-term loans from and other payables to related parties Income tax payable Short-term provisions Other current liabilities Total current liabilities

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

Other non-current liabilities

224,915,470

103,702,329

-

-

Total non-current liabilities

15,064,931,827

1,784,998,759

21,867,313,483

10,402,800,000

Total liabilities

36,374,679,392

20,152,996,045

35,758,489,519

24,274,834,023

The accompanying notes are an integral part of these financial statements. / 111


/ Financial Statements

Statements of financial position Thai Beverage Public Company Limited and its Subsidiaries As at 31 December 2011 and 2010

Liabilities and equity

Consolidated ďŹ nancial statements Note

2011

2010

Separate ďŹ nancial statements 2011

(Restated)

2010 (Restated) (in Baht)

Equity Share capital:

26

Authorised share capital

29,000,000,000

29,000,000,000

29,000,000,000

29,000,000,000

Issued and paid-up share capital

25,110,025,000

25,110,025,000

25,110,025,000

25,110,025,000

6

(19,732,320,907)

(19,732,320,907)

-

-

27

17,215,736,603

17,215,736,603

17,215,736,603

17,215,736,603

27

2,900,000,000

2,900,000,000

2,900,000,000

2,900,000,000

33,203,551,282

30,472,307,286

15,533,619,680

15,851,207,346

1,300,857,497

632,129,219

-

-

59,997,849,475

56,597,877,201

60,759,381,283

61,076,968,949

3,519,089,958

282,607,342

-

-

Total equity

63,516,939,433

56,880,484,543

60,759,381,283

61,076,968,949

Total liabilities and equity

99,891,618,825

77,033,480,588

96,517,870,802

85,351,802,972

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

27

Equity attributable to owners of the Company Non-controlling interests

6

The accompanying notes are an integral part of these ďŹ nancial statements. / 112


Annual Report 2011

/

Thai Beverage Public Company Limited

Statements of income Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010

Note

Income Revenue from sale of goods

Consolidated financial statements 2011 2010

Separate financial statements 2011 2010

(Restated)

(Restated) (in Baht)

7, 28 36

132,186,529,415

120,471,765,751

-

-

-

-

3,083,243,209

2,903,484,765

Management fees Dividends Other income

29

Total income

Expenses

-

-

8,117,842,575

8,289,511,707

37,554,172

12,672,997

373,120,179

252,462,454

760,784,133

341,706,701

7,027,853

58,083,605

132,984,867,720

120,826,145,449

11,581,233,816

11,503,542,531

97,341,946,738

89,825,190,090

-

-

-

-

1,168,965,942

935,658,232

13

Interest income

7, 28, 33

Cost of sale of goods Cost of rendering of services Selling expenses

30

8,279,274,990

6,973,295,816

-

-

Administrative expenses

31

9,066,158,902

8,974,478,467

390,546,906

393,555,355

3

160,276,539

-

-

-

34

454,770,186

258,712,073

1,191,468,009

950,846,638

115,302,427,355

106,031,676,446

2,750,980,857

2,280,060,225

10,422,725

-

-

14,804,891,728

8,830,252,959

9,223,482,306

Net loss from floods Finance costs Total expenses Share of profit (loss) of associates, net of income tax

14

Profit before income tax expense Income tax expense

(231,161,506) 17,451,278,859

35

Profit for the year

(5,467,002,341)

(4,146,316,184)

(271,077,866)

(294,933,121)

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

12,042,388,442

10,550,513,384

8,559,175,093

8,928,549,185

108,062,160

-

-

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

0.48

0.42

0.34

0.36

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

(58,111,924)

Profit for the year Basic earnings per share

37

The accompanying notes are an integral part of these financial statements. / 113


/ Financial Statements

Statements of comprehensive income Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010

Note

Profit for the year

Consolidated financial statements 2011 2010

Separate financial statements 2011 2010

(Restated)

(Restated) (in Baht)

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

-

-

Other comprehensive income Foreign currency translation differences for foreign operations

291,896,729

(591,995,956)

Revaluation of property, plant and equipment

16

46,074,269

-

-

-

25

(22,148,414)

-

35,387,307

-

2,344,355

-

-

-

709,136,221

-

Defined benefit plan actuarial gains (losses) Net change in fair value of available-for-sale investments Income tax on other comprehensive income

35

(7,077,462)

-

Other comprehensive income for the year, net of income tax

1,027,303,160

(591,995,956)

28,309,845

-

Total comprehensive income for the year

13,011,579,678

10,066,579,588

8,587,484,938

8,928,549,185

12,919,640,199

9,958,517,428

8,587,484,938

8,928,549,185

91,939,479

108,062,160

-

-

13,011,579,678

10,066,579,588

8,587,484,938

8,928,549,185

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

The accompanying notes are an integral part of these financial statements. / 114


/ 115

for the year

25,110,025,000

-

-

-

-

-

-

-

(19,732,320,907) 17,215,736,603

-

-

-

(87,848)

(87,848)

-

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

Balance at 31 December 2010

-

-

-

-

-

-

Total comprehensive income

-

25,110,025,000 (19,732,233,059) 17,215,736,603

-

Other comprehensive income

38

4

2,900,000,000

-

-

-

-

-

-

2,900,000,000

-

2,900,000,000

30,472,307,286

10,550,513,384

-

10,550,513,384

(8,286,308,250)

-

(8,286,308,250)

28,208,102,152

422,234,932

27,785,867,220

(1,923,389,031)

(591,995,956)

(591,995,956)

-

-

-

-

(1,331,393,075)

-

(1,331,393,075)

2,555,518,250

-

-

-

-

-

-

2,555,518,250

(1,707,364,427)

4,262,882,677

-

-

-

-

-

-

-

632,129,219

(591,995,956)

(591,995,956)

-

-

-

-

- 1,224,125,175

- (1,707,364,427)

56,597,877,201

9,958,517,428

(591,995,956)

10,550,513,384

(8,286,396,098)

(87,848)

(8,286,308,250)

54,925,755,871

(1,285,129,495)

56,210,885,366

Equity attributable to owners Total other of the components Company of equity

- 2,931,489,602

Other components of equity Fair value changes in availablefor-sale Currency investtranslation Revaluation ments differences surplus

Consolidated ďŹ nancial statements (Restated) Retained earnings

Ordinary share premium Legal reserve Unappropriated

25,110,025,000 (19,732,233,059) 17,215,736,603

ProďŹ t

the year

Comprehensive income for

in equity

owners, recorded directly

Total transactions with

in control

interests without a change

Acquisition of non-controlling

Company

Dividends to owners of the

recorded directly in equity

Transactions with owners,

- restated

Balance at 1 January 2010

accounting policies

Impact of changes in

- as reported

Balance at 1 January 2010

Note

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

Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010

Statements of changes in equity

282,607,342

108,062,160

-

108,062,160

(57,730,932)

9,721,589

(67,452,521)

232,276,114

(419,265)

232,695,379

Noncontrolling interests

56,880,484,543

10,066,579,588

(591,995,956)

10,658,575,544

(8,344,127,030)

9,633,741

(8,353,760,771)

55,158,031,985

(1,285,548,760)

56,443,580,745

Total equity (in Baht)


/ 116

-

-

-

-

for the year -

-

-

-

-

-

-

-

- 12,250,911,921

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

1,798,141

-

-

-

-

-

-

-

-

-

-

375,033,408 1,798,141

375,033,408

-

-

-

-

-

2,555,518,250

-

2,555,518,250

(1,707,364,427)

4,262,882,677

877,251,757 668,728,278 12,919,640,199

668,728,278

3,209,307,880

(30,311)

(64,734,432)

282,607,342

-

282,607,342

(1,666,677)

284,274,019

Noncontrolling interests

(5,644,042,802)

3,209,307,880

(107,500)

(8,853,243,182)

56,149,402,557

(731,081,986)

56,880,484,543

(1,347,884,356)

58,228,368,899

Total equity (in Baht)

1,027,303,160 91,939,479 13,011,579,678

150,051,403

(58,111,924) 11,984,276,518

(8,788,585,939) 3,144,543,137

-

(77,189)

(8,788,508,750)

55,866,795,215

(731,081,986)

56,597,877,201

(1,346,217,679)

57,944,094,880

- 12,042,388,442

-

-

-

-

632,129,219

-

632,129,219

(1,707,364,427)

2,339,493,646

Equity attributable to owners Total other of the components Company of equity

(1,631,492,302) 2,930,551,658 1,798,141 1,300,857,497 59,997,849,475 3,519,089,958 63,516,939,433

291,896,729

-

291,896,729

-

-

-

-

208,523,479

(8,788,585,939)

-

(77,189)

(8,788,508,750)

(1,923,389,031)

-

(1,923,389,031)

-

(1,923,389,031)

- 12,042,388,442

-

-

-

-

29,741,225,300

(731,081,986)

30,472,307,286

361,146,748

30,111,160,538

25,110,025,000 (19,732,320,907) 17,215,736,603 2,900,000,000 33,203,551,282

-

-

-

-

-

-

-

2,900,000,000

25,110,025,000 (19,732,320,907) 17,215,736,603

-

2,900,000,000

-

-

-

Balance at 31 December 2011

-

-

-

-

Total comprehensive income

-

25,110,025,000 (19,732,320,907) 17,215,736,603

-

ProďŹ t

6

38

4

4

2,900,000,000

Other components of equity Fair value changes in availablefor-sale Currency investtranslation Revaluation ments differences surplus

Consolidated ďŹ nancial statements (Restated) Retained earnings

Ordinary share premium Legal reserve Unappropriated

25,110,025,000 (19,732,320,907) 17,215,736,603

Other comprehensive income

the year

Comprehensive income for

in equity

owners, recorded directly

Total transactions with

in control

interests with a change

Acquisition of non-controlling

in control

interests without a change

Acquisition of non-controlling

Company

Dividends to owners of the

recorded directly in equity

Transactions with owners,

- restated Impact of changes in accounting policies Balance at 1 January 2011 - restated

Balance at 31 December 2010

accounting policies

Impact of changes in

- as reported

Balance at 31 December 2010

Note

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

Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010

Statements of changes in equity


/ 117

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

Balance at 31 December 2010

ProďŹ t

Comprehensive income for the year

Total transactions with owners, recorded directly in equity

Dividends to owners of the Company

Transactions with owners, recorded directly in equity

Balance at 1 January 2010 - restated

Impact of changes in accounting policies

Balance at 1 January 2010 - as reported

Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010

38

4

Note

25,110,025,000

-

-

-

25,110,025,000

-

25,110,025,000

Issued and paid-up share capital

Statements of changes in equity

17,215,736,603

-

-

-

17,215,736,603

-

17,215,736,603

Ordinary share premium

2,900,000,000

-

-

-

2,900,000,000

-

2,900,000,000

Legal reserve

15,851,207,346

8,928,549,185

(8,286,308,250)

(8,286,308,250)

15,208,966,411

2,307,856

15,206,658,555

Unappropriated

Retained earnings

Separate ďŹ nancial statements (Restated)

61,076,968,949

8,928,549,185

(8,286,308,250)

(8,286,308,250)

60,434,728,014

2,307,856

60,432,420,158

Total equity (in Baht)


/ 118

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

Balance at 31 December 2011

Total comprehensive income for the year

Other comprehensive income

ProďŹ t

Comprehensive income for the year

Total transactions with owners, recorded directly in equity

Dividends to owners of the Company

Transactions with owners, recorded directly in equity

Balance at 1 January 2011 - restated

Impact of changes in accounting policies

Balance at 31 December 2010 - as restated

Impact of changes in accounting policies

Balance at 31 December 2010 - as reported

Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010

38

4

4

Note

-

25,110,025,000

17,215,736,603

-

-

-

-

-

-

-

-

17,215,736,603

-

25,110,025,000

-

17,215,736,603

25,110,025,000

17,215,736,603

Ordinary share premium

2,900,000,000

-

-

-

-

-

2,900,000,000

-

2,900,000,000

-

2,900,000,000

Legal reserve

28,309,845 15,533,619,680

60,759,381,283

8,587,484,938

28,309,845 8,587,484,938

8,559,175,093

(8,788,508,750)

(8,788,508,750)

60,960,405,095

(116,563,854)

61,076,968,949

3,671,151

61,073,297,798

Total equity (in Baht)

8,559,175,093

(8,788,508,750)

(8,788,508,750)

15,734,643,492

(116,563,854)

15,851,207,346

3,671,151

15,847,536,195

Unappropriated

Retained earnings

Separate ďŹ nancial statements

25,110,025,000

Issued and paid-up share capital

Statements of changes in equity


Annual Report 2011

/

Thai Beverage Public Company Limited

Statements of cash flows Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010 Consolidated financial statements Note

2011

2010

Separate financial statements 2011

(Restated)

2010 (Restated) (in Baht)

Cash flows from operating activities Profit for the year

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

3,331,414,190

4,492,427,645

24,024,376

35,096,090

(373,120,179)

(252,462,454)

Adjustments for Depreciation and amortisation Interest income

(37,554,172)

(12,672,997)

Finance costs

454,770,186

258,712,073

1,191,468,009

Unrealised (gain) loss on exchange

34,916,902

14,298,232

-

(Reversal of) bad and doubtful debts expense

16,363,930

(2,940,252)

-

-

Amortisation of advance payments to a specialist

50,000,000

50,000,000

9,375,000

9,375,000

288,021,469

(90,886,558)

-

-

950,846,638

(33,825)

Write-off and (reversal of) allowance for obsolete inventories

5,160,795

Reversal of investment properties revaluation

(139,453,649)

Gain on sale of investment properties

-

-

-

-

-

-

(Gain) loss on disposal and write-off of property, 234,457,441

plant and equipment and intangible assets

588,270,132

Impairment loss on plant and equipment

(102,153,207) (53,017,401)

Gain on sale of investment

-

Dividends

-

-

160,681,931

-

Employee benefit

1,818,730

(8,117,842,575)

(18,554) (49,047,500) (8,289,511,707)

26,460,615

-

-

-

Share of profit of associates, net of income tax Income tax expense

14 35

231,161,506

(10,422,725)

5,467,002,341

4,146,316,184

271,077,866

294,933,121

22,669,489,520

19,348,236,538

1,592,436,935

1,627,725,994

Changes in operating assets and liabilities Trade accounts receivable

(571,850,713)

131,617,693

Other receivables from related parties

(1,535,293,147)

(274,595,642)

Inventories

(2,390,397,336)

(861,223,393)

Other current assets

(2,427,782,964)

176,038,015

Trade accounts payable

266,283,532

Other payables to related parties

(32,074,723)

Other current liabilities

604,800,201

Employee benefit paid

(103,143,093)

Other non-current liabilities Cash generated from operating activities Income tax paid Net cash from operating activities

119,875,494 16,599,906,771

(4,353,916,561) 12,245,990,210

(42,609,305) (11,025,698)

(46,123,999) (5,052,528)

612,480,745

-

9,054,372

123,939,862

(1,685,375)

162,055,040

4,071,832

(11,046,586)

(10,785,555) 19,292,877,813

(4,080,328,408) 15,212,549,405

(18,279,615)

-

-

-

-

1,648,534,011

1,563,817,506

(348,952,475) 1,299,581,536

(176,666,868) 1,387,150,638

The accompanying notes are an integral part of these financial statements. / 119


/ Financial Statements

Statements of cash flows Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010 Consolidated financial statements Note

2011

2010

Separate financial statements 2011

(Restated)

2010 (Restated) (in Baht)

Cash flows from investing activities Interest received Dividends received Current investments Loans to related parties Long-term investments Sale of investment properties Purchase of property, plant and equipment Sale of property, plant and equipment Purchase of intangible assets Decrease in intangible assets (Increase) decrease in other non-current assets Net cash outflow on acquisition of subsidiaries Net cash outflow on acquisition of indirect subsidiary 6 Net cash inflow on disposal of subsidiaries Net cash from (used in) investing activities

37,376,507

(8,063) 273,217,000 (3,164,562,273) 49,528,781 (130,019,967) 2,538,294 (2,225,020) -

12,554,868

317,799,234

265,678,783

-

8,117,842,575

8,289,511,707

2,948,778

-

-

(10,912,400,000) (3,427,172) (142,277,000) (3,109,959,947) (18,788,451) 145,105,057 2,237,607 (30,583,006) (1,954,917) 72,214,924 (356,285) (2,033,127)

(16,038,852) 24,701 (2,061,932) 1,504,600 (2,499,995)

(9,057,106,475) (11,991,261,216)

(2,817,769,625)

(2,637,897,237)

(388,672,982) (8,788,508,750) (64,734,432)

(257,970,707) (8,286,308,250) (67,452,521)

(1,107,556,677) (8,788,508,750) -

(950,685,515) (8,286,308,250) -

(1,500,000,000) 2,822,720,000 -

1,900,000,000

95,410,000

-

1,621,400,000

95,410,000 10,252,929,012

Cash flows from financing activities Interest paid Dividends paid to owners of the Company Dividends paid to non-controlling interests Bank overdrafts and short-term loans from financial institutions Loans from related parties Repayment of short-term loans from other party Proceeds from long-term loans from financial institutions Repayment of long-term loans from financial institutions Net cash from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Effect of exchange rate changes on balances held in foreign currencies Cash and cash equivalents at 31 December

(1,035,345,688) -

543,766,420

12,400,000,000

600,000,000

206,259,455 3,442,422,619

The accompanying notes are an integral part of these financial statements. / 120

(2,200,000)

(2,500,000,000) (3,765,000,000) (377,261,852) (11,235,165,058) (122,532,858) 3,358,696,022

8

-

1,159,614,722 2,590,213,439

(391,132,139) 3,358,696,022

12,400,000,000

(643,900,000) -

(2,500,000,000) (3,765,000,000) 1,326,654,573 (11,745,893,765) (11,661,128) 22,849,120

(105,814,115) 128,663,235

-

-

11,187,992

22,849,120


Annual Report 2011

/

Thai Beverage Public Company Limited

Notes to the financial statements Thai Beverage Public Company Limited and its Subsidiaries For the years ended 31 December 2011 and 2010

Note

Contents

1

General information

22

Interest-bearing liabilities

2

Basis of preparation of the financial statements

23

Trade accounts payable

3

Impact of severe flooding in Thailand

24

Other payables

4

Changes in accounting policies

25

Employee benefit obligations

5

Significant accounting policies

26

Share capital

6

Common control transactions and acquisitions of

27

Reserves

subsidiary and non-controlling interests

28

Segment information

7

Related parties

29

Other income

8

Cash and cash equivalents

30

Selling expenses

9

Other investments

31

Administrative expenses

10

Trade accounts receivable

32

Employee benefit expenses

11

Inventories

33

Expenses by nature

12

Other current assets

34

Finance costs

13

Investments in subsidiaries

35

Income tax expense

14

Investments in associates

36

Promotional privileges

15

Investment properties

37

Basic earnings per share

16

Property, plant and equipment

38

Dividends

17

Goodwill

39

Financial instruments

18

Other intangible assets

40

Commitments with non-related parties

19

Leasehold rights

41

Events after the reporting period

20

Deferred tax

42

Thai Financial Reporting Standards (TFRS) not yet adopted

21

Other non-current assets

43

Reclassification of accounts

/ 121


/ Financial Statements

These notes form an integral part of the financial statements. The financial statements issued for Thai statutory and regulatory reporting purposes are prepared in the Thai language. These English language financial statements have been prepared from the Thai language statutory financial statements, and were approved and authorised for issue by the Board of Directors on 28 February 2012.

1. General information Thai Beverage Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office 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 businesses of the Group are the production, distribution of alcoholic and non-alcoholic beverages, Japanese restaurants. Details of the Company’s subsidiaries and associates as at 31 December 2011 and 2010 were as follows: Ownership interest Name of the entity

Type of business

Country of incorporation

2011

(%)

2010

Direct subsidiaries 1.

Beer Thai (1991) PCL.

Beer brewery and production of drinking water and soda water

2.

Beer Thip Brewery (1991) Co., Ltd.

Thailand

100.00

100.00

Thailand

100.00

100.00

Beer brewery and production of drinking water and soda water

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

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

100.00

100.00

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

14.

United Winery and Distillery Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

15.

Simathurakij Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

16.

Nateechai Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

17.

Luckchai Liquor Trading Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

18.

Sura Piset Thipparat Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

19.

Pomthip Co., Ltd.

Beer and non-alcoholic beverages Thailand

100.00

100.00

distributor

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Thai Beverage Public Company Limited

Ownership interest Name of the entity

Type of business

Country of incorporation

2011

(%)

2010

Direct subsidiaries (continued) 20.

Pomkit Co., Ltd.

Beer and non-alcoholic beverages distributor

21.

Pomklung Co., Ltd. Pomchok Co., Ltd.

23.

Pomcharoen Co., Ltd.

Pompalang Co., Ltd.

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Beer and non-alcoholic beverages distributor

25.

Thailand

Beer and non-alcoholic beverages distributor

Pomburapa Co., Ltd.

100.00

Beer and non-alcoholic beverages distributor

24.

100.00

Beer and non-alcoholic beverages distributor

22.

Thailand

Beer and non-alcoholic beverages distributor

26.

Pomnakorn Co., Ltd.

Beer and non-alcoholic beverages distributor

Thailand

100.00

100.00

27.

Num Yuk Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

28.

Num Kijjakarn Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

29.

Num Palang Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

30.

Num Muang Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

31.

Num Nakorn Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

32.

Num Thurakij Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

33.

Numrungrod Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

34.

Numthip Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

35.

Thipchalothorn Co., Ltd.

Beer, spirits and non-alcoholic Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

beverages agency

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

beverages agency 36.

Krittayabun Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

37.

Surathip Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

38.

Sunthronpirom Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

39.

Piromsurang Co., Ltd.

Beer, spirits and non-alcoholic

40.

Thai Beverage Energy Co., Ltd.

Trading of bio gas

41.

Wrangyer Beverage (2008) Co., Ltd.

Production and distribution of energy drink

/ 123


/ Financial Statements

Ownership interest Name of the entity

Type of business

Country of incorporation

2011

(%)

2010

Direct subsidiaries (continued) 42.

Thai Molasses Co., Ltd.

Trading of molasses

Thailand

99.72

99.72

43.

Feed Addition Co., Ltd.

Trading of feeds and fertilizer

Thailand

100.00

100.00

44.

Pan International (Thailand) Co., Ltd.

Trading of supplies and procurement

Thailand

100.00

100.00

45.

Charun Business 52 Co., Ltd.

Brick producer and distribution of spirits

Thailand

100.00

100.00

46.

Thai Cooperage Co., Ltd.

Oak barrel producer

Thailand

100.00

100.00

47.

Thai Beverage Recycle Co., Ltd.

Trading of bottles

Thailand

100.00

100.00

48.

Thai Beverage Logistics Co., Ltd.

Transportation and distribution

Thailand

100.00

100.00

49.

Thai Beverage Marketing Co., Ltd.

Import and export spirits for

Thailand

100.00

100.00

trading/ international marketing and non-alcoholic beverages agency 50.

Dhanasindhi Co., Ltd.

Construction

Thailand

100.00

100.00

51.

Dhospaak Co., Ltd.

Advertising agency

Thailand

100.00

100.00

52.

Thai Beverage Training Co., Ltd.

Training

Thailand

100.00

100.00

53.

International Beverage Holdings Limited

Holding company

Hong Kong

100.00

100.00

54.

Cosmos Brewery (Thailand) Co., Ltd.

Beer brewery and production of drinking water and soda water

Thailand

100.00

100.00

55.

Thai Beverage Brands Co., Ltd.

Trademark holding

Thailand

100.00

100.00

56.

Beer Chang Co., Ltd.

Trademark holding and production Thailand

100.00

100.00

of concentrate materials

Thailand

100.00

100.00

of concentrate materials 57.

Archa Beer Co., Ltd.

Trademark holding and production

58.

Sura Piset Phatra Lanna Co., Ltd.

Holding company

Thailand

100.00

100.00

59.

Thai Drinks Co., Ltd.

Distribution of beverages

Thailand

100.00

100.00

60.

Oishi Group PCL.

Japanese restaurants and distribution of food and beverage

Thailand

89.26

89.26

Indirect subsidiaries 61.

Thai Thum Distillery Co., Ltd. #

Production and distribution of spirits

Thailand

99.90

99.90

62.

Sura Piset Sahasan Co., Ltd. #

Trading of spirits

Thailand

100.00

100.00

63.

Sura Piset Sampan Co., Ltd. #

Trading of spirits

Thailand

100.00

100.00

64.

Vitayathan Co., Ltd.

Environmental public relations

Thailand

100.00

100.00

65.

InterBev (Singapore) Limited

Trading of alcoholic beverages

Singapore

100.00

100.00

66.

InterBev (Cambodia) Co., Ltd.

Trading of alcoholic beverages

Cambodia

100.00

100.00

67.

InterBev Malaysia Sdn. Bhd.

Trading of alcoholic beverages

Malaysia

100.00

100.00

68.

Best Spirits Company Limited

Trading of alcoholic beverages

Hong Kong

100.00

100.00

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Annual Report 2011

/

Thai Beverage Public Company Limited

Ownership interest Name of the entity

(%)

Type of business

Country of incorporation

Holding company

United Kingdom

100.00

100.00

Holding company

Hong Kong

100.00

100.00

Thailand

100.00

99.99

Thailand

99.84

99.83

food and beverage

Thailand

89.26

89.26

2011

2010

Indirect subsidiaries (continued) 69.

International Beverage Holdings (UK) Limited

70.

International Beverage Holdings (China) Limited

71.

United Products Co., Ltd.

Production and distribution of spirits

72.

S P M Foods & Beverages Co., Ltd.

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

73.

Oishi Trading Co., Ltd.

Production and distribution of

74.

Oishi Ramen Co., Ltd.

Japanese ramen restaurants

Thailand

89.26

89.26

75.

Chang Beer International Co., Ltd. #

Dormant

Thailand

100.00

100.00

76.

Maekhong Distillery Limited

Consultancy service

Thailand

100.00

100.00

77.

Chang International Co., Ltd.

Advertising and marketing services

Thailand

100.00

100.00

78.

Chang Corp Co., Ltd.

Advertising and marketing services

Thailand

100.00

100.00

79.

Super Brands Company Pte. Ltd.

Trademark holding

Singapore

100.00

100.00

80.

Beer Chang International Limited

Not yet operated

Singapore

100.00

100.00

81.

International Beverage Trading Limited

Trading of alcoholic beverages

Bermuda

100.00

-

82.

Serm Suk PCL.

Production and distribution of Thailand

64.66

-

beverages Subsidiaries of indirect subsidiaries 83.

International Beverage Holdings Limited USA, Inc. *

United States Trading of alcoholic beverages

of America

100.00

100.00

84.

Blairmhor Limited *#

Holding Company

United Kingdom

100.00

100.00

85.

Inver House Distillers Limited *

Production and distribution of spirits

United Kingdom

100.00

100.00

86.

InterBev Trading (China) Limited **

Trading of alcoholic beverages

People’s Republic of China 100.00

100.00

87.

Yunnan Yulinquan Liquor Co., Ltd.**

Spirits distillery

People’s Republic of China 100.00

100.00

88.

Blairmhor Distillers Limited *#

Dormant

United Kingdom

100.00

100.00

89.

Wee Beastie Limited *#

Dormant

United Kingdom

100.00

100.00

90.

Moffat & Towers Limited *#

Dormant

United Kingdom

100.00

100.00

91.

Glen Calder Blenders Limited *#

Dormant

United Kingdom

100.00

100.00

92.

Hankey Bannister & Company Limited *#

Dormant

United Kingdom

100.00

100.00

93.

R. Carmichael & Sons Limited *#

Dormant

United Kingdom

100.00

100.00 / 125


/ Financial Statements

Ownership interest Name of the entity

Type of business

Country of incorporation

2011

(%)

2010

Subsidiaries of indirect subsidiaries (continued) 94.

J MacArthur Junior & Company Limited *# Dormant

United Kingdom

100.00

100.00

95.

Mason & Summers Limited *#

Dormant

United Kingdom

100.00

100.00

96.

James Catto & Company Limited *#

Dormant

United Kingdom

100.00

100.00

97.

The Knockdhu Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00

98.

Speyburn-Glenlivet Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00

99.

The Pulteney Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00

100. The Balblair Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00

101. Serm Suk Holdings Co., Ltd. ***

Holding company

Thailand

64.66

-

102. Serm Suk Beverage Co., Ltd. ***

Production and distribution of beverages

Thailand

64.66

-

103. Liquorland Limited ****

Off licences

United Kingdom

49.49

49.49

104. Inver House Polska Limited ****

Trading of alcoholic beverages

Poland

84.00

44.00

105. Inver House Distribution SA ****#

Dormant

France

50.02

50.02

Thailand

25.86

-

Associates of indirect subsidiaries

106. Petform (Thailand) Co., Ltd. *****

Manufacture and distribution of plastic packaging

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

Subsidiaries of International Beverage Holdings (UK) Limited Subsidiaries of International Beverage Holdings (China) Limited Subsidiaries of Serm Suk PCL. Associates of International Beverage Holdings (UK) Limited Associates of Serm Suk PCL. These are currently non-trading.

On 5 January 2011 International Beverage Trading Limited (“IBTL”) was incorporated in Bermuda with an authorised share capital of USD 0.1 million by issuing 100,000 ordinary shares with a USD 1 par value. International Beverage Holdings Limited, the Company’s subsidiary, holds the entire shares. At the Executive Board of Directors’ meeting held on 24 January 2011, the directors approved in principle for Charun Business 52 Co., Ltd. to sell its entire assets. On 5 July 2011, an indirect subsidiary’s aseptic tanks at a factory in Pathumthani province collapsed, which resulted in interruption of the Cold Aseptic Filling production line. The subsidiary and the vendor have investigated the cause of this incident and discussed about the responsibility with all parties concerned, along with the restoration of some production lines. Afterwards, the vendor agreed with the subsidiary to deliver new tanks for replacement free of charge while the subsidiary paid installation charges. At the Board of Directors’ meeting held on 9 September 2011, the directors approved for Thai Beverage Logistics Co., Ltd., the Company’s subsidiary, to acquire all 265,900,484 common shares of Serm Suk Public Company Limited, “Serm Suk”, representing 100% of issued and paid up capital of Serm Suk at the offer price of Baht 58 per share from all existing shareholders. The purchase of shares was made by voluntary tender offer. As at 31 December 2011, the subsidiary held 64.66% of the issued and paid up capital of Serm Suk.

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Annual Report 2011

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Thai Beverage Public Company Limited

At the Executive Board of Directors’ meeting held on 26 December 2011, the directors approved for the Company to sell 19,998 common shares of Dhanasindhi Co., Ltd., the Company’s subsidiary, representing 99.99% of total shares at the price of Baht 1,995.98 per share, equal to appraisal value by the financial advisor. At the Executive Board of Directors’ meeting held on 26 December 2011, the directors approved for Feed Addition Co., Ltd., the Company’s subsidiary, to sell its assets related to production and distribution of fertilizer amounting to Baht 14,687,205.21, equal to appraisal value by the financial advisor.

2. Basis of preparation of the financial statements (a) Statement of compliance The financial statements are prepared in accordance with Thai Financial Reporting Standards (TFRS) and guidelines promulgated by the Federation of Accounting Professions (“FAP”), applicable rules and regulations of the Thai Securities and Exchange Commission. During 2010 and 2011, the FAP issued the following new and revised TFRS relevant to the Group’s operations and effective for accounting periods beginning on or after 1 January 2011: TFRS

Topic

TAS 1 (revised 2009)

Presentation of Financial Statements

TAS 2 (revised 2009)

Inventories

TAS 7 (revised 2009)

Statement of Cash Flows

TAS 8 (revised 2009)

Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (revised 2009)

Events after the Reporting Period

TAS 11 (revised 2009)

Construction Contracts

TAS 16 (revised 2009)

Property, Plant and Equipment

TAS 17 (revised 2009)

Leases

TAS 18 (revised 2009)

Revenue

TAS 19

Employee Benefits

TAS 23 (revised 2009)

Borrowing Costs

TAS 24 (revised 2009)

Related Party Disclosures

TAS 27 (revised 2009)

Consolidated and Separate Financial Statements

TAS 28 (revised 2009)

Investments in Associates

TAS 33 (revised 2009)

Earnings per Share

TAS 34 (revised 2009)

Interim Financial Reporting

TAS 36 (revised 2009)

Impairment of Assets

TAS 37 (revised 2009)

Provisions, Contingent Liabilities and Contingent Assets

TAS 38 (revised 2009)

Intangible Assets

TAS 40 (revised 2009)

Investment Property

TFRS 3 (revised 2009)

Business Combinations

TFRS 5 (revised 2009)

Non-current Assets Held for Sale and Discontinued Operations

TIC 31

Revenue - Barter Transactions Involving Advertising Services

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/ Financial Statements

TFRS

Topic

FAP Announcement no. 16/2554

Disclosure Guidance on Related Party Transactions with Government

FAP Announcement no. 17/2554

Transitional Procedures for Other Long-term Employee Benefits

FAP Announcement no. 18/2554

Accounting Guidance on Revaluation of Assets

FAP Announcement no. 19/2554

Accounting Guidance for Condominiums

The FAP has also issued TAS 12 Income Taxes, which is effective from 1 January 2013. However, the Group has early-adopted TAS 12 with effect from 1 January 2011. The adoption of these new and revised TFRS has resulted in changes in the Group’s accounting policies. The effects of these changes are disclosed in note 4. In addition to the above new and revised TFRS, the FAP has issued during 2010 a number of other new and revised TFRS which are expected to be effective for financial statements beginning on or after 1 January 2013 and have not been adopted in the preparation of these financial statements. These new and revised TFRS are disclosed in note 42. (b) Basis of measurement The financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position: -

available-for-sale financial assets are measured at fair value; the employee benefit obligations are measured based on actuarial valuation using the projected unit credit method.

(c) Presentation currency The financial statements are prepared and presented in Thai Baht. All financial information presented in Thai Baht has been rounded in the notes to the financial statements to the nearest million unless otherwise stated. (d) Use of estimates and judgements The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements is included in the following notes: Note 3 Note 5 (v) Note 6 Note 13 Note 16 Note 20 Note 25

/ 128

Impact of severe flooding in Thailand Current and deferred taxation Business combination Key assumptions used in discounted cash flow projections Valuation of land Utilisation of tax losses Measurement of defined benefit obligations


Annual Report 2011

/

Thai Beverage Public Company Limited

3. Impact of severe flooding in Thailand During March 2011, the Southern area of Thailand was affected by flooding. One of the Company’s distilleries in Surat Thani province was temporary closed by the impact of the flood for renovation and restoration. The Company has Industrial All Risks (IAR) and Business Interruption (BI) insurance cover for this distillery. The Company has surveyed the damages together with the insurance company and believes that all damages are covered by the aforementioned insurance policies. As at 31 December 2011, the Group had recognised expected compensation from the insurer of approximately Baht 193.04 million and recognised allowance for damage to inventories and equipment in the same amount. In September 2011, the Central area of Thailand was affected by flooding. The Company’s brewery in Ayutthaya province and a food and non-alcoholic beverage factory in Pathumthani province were temporarily closed by the impact of the flooding. However, the Company has Industrial All Risks (IAR) and Business Interruption (BI) insurance cover and believes that all damages are covered by the aforementioned insurance policies. In October 2011, a subsidiary’s operations in Pathumthani province were adversely affected by the flooding in parts of Thailand. The production at this plant has ceased. Management is currently concentrating its efforts on minimizing the effects of the flooding on the subsidiary’s assets and operations. As at the date of approval of these financial statements it is too early to make an informed assessment of the financial impact of the flooding on the subsidiary’s assets and operations. The Group has recognised loss resulting from the flood damage for the year ended 31 December 2011 as follows:

Net flood related losses

Consolidated financial statements (in million Baht)

Insurance reimbursement Received prior to 31 December Received after 31 December

139 55

Not yet received

1,440

Insurance reimbursement recognised

1,634

Write-off inventories loss from flood

(229)

Write-off assets loss from flood

(319)

Impairment of inventories

(250)

Impairment of property and equipment

(589)

Loss from business interruption

(173)

Other flood related expenses

(234)

Total flood related expenses Net flood related loss recognised

(1,794) (160)

These financial statements do not include any adjustments that might have been required had the assessment of the damage, and the extent of the insurance coverage, been finalized.

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/ Financial Statements

4. Changes in accounting policies (a) Overview From 1 January 2011, consequent to the adoption of new and revised TFRS as set out in note 2, the Group has changed its accounting policies in the following areas: • • • • • • • •

Presentation of financial statements Accounting for business combinations Accounting for acquisitions of non-controlling interests Accounting for property, plant and equipment Accounting for investment properties Accounting for borrowing costs Accounting for employee benefits Accounting for income taxes

Details of the new accounting policies adopted by the Group and the impact of the changes on the financial statements are included in notes 4(b) to 4(i) below. The impact of the changes on the financial statements for the years ended 31 December 2011 and 2010 is summarised as follows: For the year ended 31 December 2010 Note

Consolidated financial statements

Separate financial statements

2010

2010 (in million Baht)

56,444

60,433

Statement of financial position Equity at 1 January 2010 - as reported Changes as a result of the adoption retrospectively of: TAS 12 Income taxes

4(i)

TAS 40 Investment Property

4(f)

(632) (654)

2 -

Equity at 1 January 2010 - restated

55,158

60,435

Equity at 31 December 2010 - as reported

58,228

61,073

Changes as a result of the adoption retrospectively of: TAS 12 Income taxes

4(i)

(694)

4

TAS 40 Investment Property

4(f)

(654)

-

Equity at 31 December 2010 - restated

56,880

61,077

Profit before income tax - as reported

14,805

9,223

Income tax expense - as reported

(4,084)

Statement of comprehensive income for the year ended 31 December 2010 (296)

Changes to income tax expense as a result of the adoption retrospectively of: TAS 12 Income taxes

4(i)

(62)

Income tax expense - restated

(4,146)

Profit - restated

10,659

Increase (decrease) in basic earnings per share (in Baht)

(0.002)

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1 (295) 8,928 -


Annual Report 2011

/

Thai Beverage Public Company Limited

For the year ended 31 December 2011 Note

Consolidated financial statements

Separate financial statements

2011

2011 (in million Baht)

56,880

61,077

Statement of financial position Equity at 31 December 2010 - restated Impact of the adjustment to retained earnings as at 1 January 2011: TAS 19 Employee benefits, net of income tax

4(h)

Equity at 1 January 2011

(731)

(117)

56,149

60,960

-

Statement of comprehensive income for the year ended 31 December 2011 Increase (decrease) in profit before income tax as a result of the adoption of: TAS 16 Property, plant and equipment

4(e)

569

TAS 19 Employee benefits

4(h)

(161)

(25)

408

(25)

(25)

Increase (decrease) in profit before income tax (Increase) decrease in income tax expense as a result of the adoption of: TAS 12 Income taxes

4(i)

(485)

TAS 16 Property, plant and equipment

4(e)

(171)

-

TAS 19 Employee benefits

4(h)

48

8

(Increase) decrease in income tax expense

(608)

(17)

Increase (decrease) in profit

(200)

(42)

Increase in basic earnings per share (in Baht)

0.008

(0.002)

(b) Presentation of financial statements The Group has adopted TAS 1 Presentation of Financial Statements (Revised 2009). Under the revised standard, a set of financial statements comprises: • • • • •

Statement of financial position; Statement of comprehensive income; Statement of changes in equity; Statement of cash flows; and Notes to the financial statements.

As a result, the Group presents all owner changes in equity in the statement of changes in equity and all non-owner changes in equity in the statement of comprehensive income. Previously, all such changes were included in the statement of changes in equity. Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the change in accounting policy only impacts presentation aspects, there is no impact on reported profit or earnings per share.

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/ Financial Statements

(c) Accounting for business combinations The Group has adopted TFRS 3 Business Combinations (revised 2009) and TAS 27 Consolidated and Separate Financial Statements (revised 2009) for all business combinations on or after 1 January 2011. The new policy has been applied prospectively from 1 January 2011 in accordance with the transitional provisions of the revised standards. Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. Acquisitions on or after 1 January 2011 The Group measures goodwill at the acquisition date as: • the fair value of the consideration transferred; plus • the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less • the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Acquisitions between 1 January 2008 and 31 December 2010 Goodwill represented the excess of the cost of the acquisition over the Group’s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognised immediately in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of the acquisition. Acquisitions prior to 1 January 2008 Goodwill was measured in the same way as described in the preceding paragraph. However, both positive and negative goodwill were amortised over their estimated useful life of 20 years. On 1 January 2008, on adoption of the former TAS 43 (revised 2007), the Group discontinued amortising goodwill. Negative goodwill carried in the financial statements as at 31 December 2007 was derecognised by crediting unappropriated retained earnings on 1 January 2008. (d) Accounting for acquisitions of non-controlling interests (previously termed ‘minority interests’) The Group has adopted TAS 27 Consolidated and Separate Financial Statements (revised 2009) for all acquisitions of non-controlling interests in subsidiaries. The new policy has been applied prospectively from 1 January 2011 in accordance with the transitional provisions of the revised standard. Under the new accounting policy, acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary.

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/

Thai Beverage Public Company Limited

Previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction. (e) Accounting for property, plant and equipment The Group has adopted TAS 16 (revised 2009) Property, Plant and Equipment in determining and accounting for the cost and depreciable amount of property, plant and equipment. The principal changes introduced by the revised TAS 16 and affecting the Group are that: (i) costs of asset dismantlement, removal and restoration have to be included as asset costs and subject to annual depreciation; (ii) the depreciation charge has to be determined separately for each significant part of an asset; and (iii) in determining the depreciable amount, the residual value of an item of property, plant and equipment has to be measured at the amount estimated receivable currently for the asset if the asset were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual value and useful life of an asset have to be reviewed at least at each financial year-end. The changes have been applied prospectively in accordance with the transitional provisions of the revised standard, except that consideration of the costs of asset dismantlement, removal and restoration, have been applied retrospectively. The changes have had no impact on the profit and earnings per share for the year ended 31 December 2010 and the following impact on the 2011 financial statements: 31 December 2011 Consolidated financial statements

Separate financial statements (in million Baht)

569

-

Statement of financial position Decrease in accumulated depreciation Increase in carrying amount of property, plant and equipment

569

-

Increase in income tax payable

(171)

-

Increase in retained earnings

398

-

31 December 2011 Consolidated financial statements

Separate financial statements (in million Baht)

Decrease in depreciation

569

-

Increase in profit before income tax

569

-

Increase in income tax expense

(171)

-

Increase in profit

398

-

0.016

-

Statement of comprehensive income for the year ended 31 December 2011

Increase in basic earnings per share (in Baht)

/ 133


/ Financial Statements

The Group has adopted FAP announcement number 19/2554 “Accounting Treatment for Condominiums”. This announcement requires the Company to recognise the acquisition cost of condominiums and similar types of asset as a single asset under the classification “condominiums” unless the Company has separate title deeds for the land and the condominium, when the land and building costs can be recognised separately. Previously, condominiums and associated land held under common title were recognised separately in the financial statements. The change in accounting policy has been applied retrospectively with the following impact on the 2011 and 2010 financial statements: Consolidated financial statements 31 December 2010 31 December

and

1 January

2011

1 January 2011

2010 (in million Baht)

Statement of financial position Increase in accumulated depreciation

(12)

(11)

(11)

(12)

(11)

(11)

(12)

(11)

(11)

Decrease in carrying amount of property, plant and equipment Decrease in retained earnings

Consolidated financial statements 2011 (in million Baht) Statement of comprehensive income for the year ended 31 December Increase in depreciation charge resulting in increase in administrative expenses

1

Decrease in profit

1

Decrease in basic earnings per share (in Baht)

-

(f) Accounting for investment properties The Group has adopted TAS 40 (revised 2009) Investment Property. Under the revised standard, investment property, defined as property owned to earn rentals; capital appreciation; or both, is disclosed in the financial statements separately from other property, plant and equipment and measured using the cost model with changes in fair value being recognised in profit or loss. Previously, investment properties were included in property, plant and equipment. Plant and equipment were measured using the cost model and land was measured using the revaluation model. Revaluation changes were recognised in equity or profit or loss in accordance with the provisions of TAS 16 Property, Plant and Equipment. The Group has selected the cost model for accounting for its investment properties under the revised standard. The change in accounting policy has been applied retrospectively and the financial statements for the year ended 31 December 2010, which are included in the Group’s 2011 financial statements for comparative purposes, have been adjusted accordingly. The carrying amounts as at 1 January 2010 and 31 December 2010 of the Group’s investment property previously included in property, plant and equipment, have been reclassified to a separate account, ‘Investment property’ and then restated at cost less the accumulated depreciation that would have been charged had the properties been accounted for under the cost method since acquisition. / 134


Annual Report 2011

/

Thai Beverage Public Company Limited

Any revaluation surplus for these properties carried in equity has been reclassified to retained earnings. The difference between the carrying amount of the property under the revaluation model previously used and the new cost model, has been taken to retained earnings. The depreciation charge for 2010 under the revaluation method previously used has been adjusted to the appropriate charge under the cost method. From 1 January 2011, the depreciable amount and useful life of the investment property have been reassessed in accordance with the requirements of TAS 16 (Revised 2009) - see note 4(e). The change in accounting policy in this regard has been applied prospectively in accordance with TAS 16 (Revised 2009). The impact on the 2011 and 2010 financial statements was as follows: Consolidated financial statements 2011

2010

Separate financial statements 2011

2010 (in million Baht)

Statement of financial position as at 31 December Decrease in revaluation reserve

(654)

(654)

-

-

Decrease in property, plant and equipment

(681)

(681)

-

-

Decrease other non-current assets

(106)

(106)

-

-

Increase in investment properties

787

787

-

-

(654)

(654)

-

-

Decrease in equity (g) Accounting for borrowing costs The Group has adopted TAS 23 (revised 2009) Borrowing Costs.

Under the revised standard, borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. Under the former standard, there was also an option to expense borrowing costs on qualifying assets when incurred. It was the Group’s policy under the former TAS 23 to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. Consequently the adoption of the revised standard has had no impact on reported profit or earnings per share. (h) Accounting for employee benefits The Group has adopted TAS 19 Employee Benefits. Under the new policy, the Group’s obligation in respect of post-employment benefits was as follows: • Short-term employee benefit - accumulated annual leave recognised in the financial statements based on calculations of the accumulated unused annual leave at end of period multiply daily employee’s wage. • Long-term employee benefit - long service award recognised in the financial statements based on calculations performed annually by a qualified actuary using the projected unit credit method. Previously, this obligation was recognised as and when payments were made. • Post-employment benefit recognised in the financial statements based on calculations performed annually by a qualified actuary using the projected unit credit method. Previously, this obligation was recognised only for employees who are due to retire within 5 years from the reporting date and when payments were made. / 135


/ Financial Statements

The Group’s and the Company’s liability for post-employment benefit and other long-term employee benefit obligations as at 1 January 2011 has been determined to be Baht 1,044 million and Baht 167 million, respectively. The Group has opted to record this liability as an adjustment to retained earnings as at 1 January 2011, in accordance with the transitional provisions of TAS 19. The impact on the 2011 financial statements was as follows: Consolidated financial statements

Separate financial statements (in million Baht)

Retained earnings at 31 December 2010 - restated

30,472

15,851

Increase in employee benefit obligations

(1,044)

Statement of financial position

Increase in deferred tax asset Retained earnings at 1 January 2011

(167)

313

50

29,741

15,734

Statement of comprehensive income for the year ended 31 December 2011 Increase in employee expenses resulting in: Increase in cost of sales and cost of rendering of services

(55)

Increase in selling expenses

(33)

Increase in administrative expenses Decrease in profit before income tax Decrease in deferred tax expense Decrease in profit Decrease in basic earnings per share (in Baht)

(24) -

(73)

(1)

(161)

(25)

48

8

(113)

(17)

(0.005)

(0.001)

(i) Income tax From 1 January 2011, the Group has early-adopted TAS 12 Income taxes. Under TAS 12, income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. / 136


Annual Report 2011

/

Thai Beverage Public Company Limited

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Formerly, 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 at the reporting date, and any adjustment to tax payable in respect of previous years. The change in accounting policy has been applied retrospectively and the Group’s 2010 financial statements, which are included in the Group’s 2011 financial statements for comparative purposes, have been restated accordingly. The impact on the 2011 and 2010 financial statements was as follows:

Consolidated financial statements 31 December 2011

1 January 2011

31 December 2010

1 January 2010 (in million Baht)

341

542

387

424

Statement of financial position Increase in deferred tax asset Increase in deferred tax liability Increase (decrease) in equity

(1,299)

(923)

(1,081)

(1,056)

(958)

(381)

(694)

(632)

Separate financial statements 31 December 2011

1 January 2011

31 December 2010

1 January 2010 (in million Baht)

Increase in deferred tax asset

31

54

4

2

Increase in equity

31

54

4

2

Statement of financial position

/ 137


/ Financial Statements

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

437

62

17

(1)

(437)

(62)

(17)

1

(0.017)

(0.002)

(0.001)

-

Statement of comprehensive income for the year ended 31 December Increase (decrease) in deferred tax expense Increase (decrease) in profit Increase (decrease) in basic earnings per share (in Baht)

5. Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these financial statements except as explained in note 4, which addresses changes in accounting policies. (a) Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates. Business combinations The accounting policy for business combinations has been changed from 1 January 2011. See note 4(c) for details. The Group applies the acquisition method for all business combinations other than those with entities under common control. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another. Goodwill is measured as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily in the business combination. If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration transferred and recognised in other expenses. A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably. The Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. / 138


Annual Report 2011

/

Thai Beverage Public Company Limited

Transaction costs that the Group incurs in connection with a business combination, such as legal fees, and other professional and consulting fees are expensed as incurred. Acquisitions from entities under common control Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group controlling shareholder’s consolidated financial statements. The components of equity of the acquired entities are added to the same components within Group equity except that any share capital of the acquired entities is recognised as part of share premium. Any cash paid for the acquisition is recognised directly in equity. Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. Losses applicable to non-controlling interests in a subsidiary are allocated to non- controlling interests even if doing so causes the non- controlling interests to have a deficit balance. Loss of control Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Investments in associates are accounted for in the consolidated financial statements using the equity method (equity-accounted investees) and are recognised initially at cost. The cost of the investment includes transaction costs. The consolidated financial statements include the Group’s share of profit or loss and other comprehensive income, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is 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. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

/ 139


/ Financial Statements

(b) Foreign currencies Foreign currency transactions Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting 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 profit or loss. 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 foreign exchange rates ruling at the reporting date. Goodwill and fair value adjustments arising on the acquisition of foreign entities are stated at exchange rates ruling on the reporting 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 other comprehensive income and presented in the foreign currency translation reserve in equity until disposal of the investment. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity until disposal of the investment. (c) Derivative financial instruments Forward exchange contracts are treated as off-balance sheet items. (d) Cash and cash equivalents Cash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows. (e) Trade and other accounts receivable Trade and other accounts receivable (including balances with related parties) are stated at their invoice value less allowance for doubtful accounts. The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred. (f) Inventories Inventories are measured at the lower of cost and net realisable value. Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-inprogress, cost includes an appropriate share of production overheads based on normal operating capacity and is calculated using standard cost adjusted to approximate average cost. / 140


Annual Report 2011

/

Thai Beverage Public Company Limited

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. (g) Non-current assets held for sale Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. The assets (or disposal group) are measured at the lower of their carrying value and fair value less cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and investment properties. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. (h) Investments Investments in subsidiaries and associates Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method. Investments in other debt and equity securities Debt securities that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are stated at amortised cost, less any impairment losses. The difference between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity. Marketable equity securities are classified as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in profit or loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss. Equity securities which are not marketable are stated at cost less any impairment losses. The fair value of financial instruments classified as available-for-sale is determined as the quoted bid price at the reporting date. Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in profit or loss. If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the weighted average method applied to the carrying value of the total holding of the investment. (i) Investment properties Investment properties are properties which are held to earn rental income, for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment properties are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, and other costs directly attributable to bringing the investment property to a working condition for its intended use and capitalised borrowing costs. / 141


/ Financial Statements

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each property. The estimated useful lives are as follows: Buildings

20 years

Reclassification to property, plant and equipment When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting. (j) Property, plant and equipment Recognition and measurement Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land which is stated at its revalued amount. The revalued amount is the fair value determined on the basis of the property’s existing use at the date of revaluation less any subsequent impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Cost also may include transfers from other comprehensive income of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within other income in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings. Leased assets Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the profit or loss. Revalued assets Revaluations are performed by independent professional valuers with sufficient regularity. The Group’s policy requires an appraisal to be conducted every three to five years or when there are factors that might materially impact the value of the land, to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the reporting date. Any increase in value, on revaluation, is recognised in other comprehensive income and presented in the revaluation reserve in equity unless it offsets a previous decrease in value recognised in profit or loss in respect of the same asset. A decrease in value is recognised in profit or loss to the extent it exceeds an increase previously recognised in other comprehensive income in respect of

/ 142


Annual Report 2011

/

Thai Beverage Public Company Limited

the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred directly to retained earnings and is not taken into account in calculating the gain or loss on disposal. Subsequent costs The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Depreciation Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. The estimated useful lives are as follows: Land improvement Buildings and constructions Building improvements Machinery and equipment Oak barrels Furniture, fixtures and office equipment Vehicles

3-30 10-40 1-30 3-40 10-20 3-10 3-10

years years years years years years years

No depreciation is provided on freehold land or assets under construction. Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. (k) Intangible assets Goodwill Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. The measurement of goodwill at initial recognition is described in note 5(a). Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity-accounted investee. Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Other development expenditure is recognised in profit or loss as incurred. Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. / 143


/ Financial Statements

Other intangible assets Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses. Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Amortisation Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows: Computer software Trademarks Licences

3-10 years 3-20 years 10 years

Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. (l) Leasehold rights Leasehold rights are stated at cost less accumulated amortisation and impairment losses. Amortisation is recognised in profit or loss on a straight-line basis over the agreement period. (m) Impairment The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable amount is estimated each year at the same time. An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is recognised in profit or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in profit or loss even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss. Calculation of recoverable amount The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value. The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. / 144


Annual Report 2011

/

Thai Beverage Public Company Limited

Reversals of impairment An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised in profit or loss. For financial assets carried at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in profit or loss. For available-forsale financial assets that are equity securities, the reversal is recognised in other comprehensive income. An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other nonfinancial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (n) Interest-bearing liabilities Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in profit or loss over the period of the borrowings on an effective interest basis. (o) Trade and other accounts payable Trade and other accounts payable (including balances with related parties) are stated at cost. (p) Employee benefits Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Defined benefit plans A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognised past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the total of any unrecognised past service costs and the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. An economic benefit is available to the Group if it is realisable during the life of the plan, or on settlement of the plan liabilities. When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised in profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognised immediately in profit or loss. The Group recognises all actuarial gains and losses arising from defined benefit plans in other comprehensive income and all expenses related to defined benefit plans in profit or loss. / 145


/ Financial Statements

Other long-term employee benefits The Group’s net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains and losses are recognised in profit or loss in the period in which they arise. Termination benefits Termination benefits are recognised as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value. Short-term employee benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. (q) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. (r) Difference arising from common control transactions Difference arising from common control transactions relates to the restructuring of businesses under the common control of the ultimate majority equity holder of the Company and arises from the difference between the cost of the combination and the carrying amounts of net identifiable assets at the date of combination (except for businesses acquired that are not under common control, net identifiable assets are measured at the fair value). The Company recognises the difference arising from common control transactions under equity until disposal of the investment. (s) Revenue Revenue excludes value added taxes and is arrived at after deduction of trade discounts and volume rebates. Sale of goods and services rendered Revenue is recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided. When the outcome of a contract for the rendering of services can be estimated reliably, contract revenue is recognised in profit or loss by reference to the stage of completion of the contract activity at the reporting date. When the outcome of the contract cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

/ 146


Annual Report 2011

/

Thai Beverage Public Company Limited

Construction contracts Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in profit or loss in proportion to the stage of completion of the contract. The stage of completion is assessed by reference to surveys of work performed. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profit or loss. Commissions When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission made by the Group. Rental income Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income over the term of lease. Contingent rentals are recognised as income in the accounting period in which they are earned. Interest and dividend income Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Group’s right to receive payments is established. (t) Finance costs Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, losses on disposal of available-for-sale financial assets, fair value losses on financial assets at fair value through profit or loss and impairment losses recognised on financial assets (other than trade receivables) that are recognised in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. (u) Lease payments Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. (v) Income tax Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business / 147


/ Financial Statements

combination and that affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. (w) Earnings per share The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

6. Common control transactions and acquisitions of subsidiary and non-controlling interests Common control transactions On 15 September 2010, International Beverage Holdings Limited, the Company’s direct subsidiary, acquired the entire 2 ordinary issued shares of Beer Chang International Limited from the existing equity holders for a total amount of SGD 4,000. The said acquired company has not undertaken any business since incorporation, therefore the consolidated financial statements have not been revised as if the acquisition had taken place at the beginning of 2009. The difference between the consideration to be paid by the Company for the acquisition and the carrying amount of the net identifiable assets is included in “Difference arising from common control transactions”. Acquisition of subsidiary During the year, Thai Beverage Logistics Co., Ltd., a subsidiary of the Company, made a voluntary tender offer for all 265,900,484 ordinary shares of Serm Suk Public Company Ltd, “Serm Suk”, a company incorporated in Thailand and listed on the Stock Exchange of Thailand. Serm Suk produces and distributes soft drinks, drinking water, soda water and other beverages. The acquisition will enable the Group to expand its non-alcoholic product portfolio and broaden its logistic network. The tender offer period was a total of 25 business days from 15 September 2011 to 19 October 2011. As at 30 September 2011, the subsidiary had acquired 138,890,750 ordinary shares in Serm Suk, representing a 52.2% equity interest, for a purchase price of Baht 8,056 million. Serm Suk thereby became a subsidiary of the Group from 1 October 2011. As at 31 December 2011, the subsidiary had acquired a total 171,923,138 ordinary shares in Serm Suk, representing a 64.7% equity interest, for a total purchase price of Baht 9,972 million. Acquisition related costs totalling Baht 24.6 million, principally / 148


Annual Report 2011

/

Thai Beverage Public Company Limited

comprising charges for a letter of financial support and fees for the tender offer, are included in administrative expenses in the consolidated statement of comprehensive income. Net assets at the acquisition date comprised the following: Carrying amounts

Fair value adjustments

Recognised values (in million Baht)

915

-

915

Trade receivables - net

1,138

-

1,138

Inventories

2,397

-

2,397

Property, plant and equipment – net

7,776

922

8,698

36

-

36

458

-

458

Other assets

1,129

-

1,129

Trade accounts payable

(1,266)

-

(1,266)

Deferred tax liabilities

(1,124)

Other liabilities

(3,116)

Net identifiable assets and liabilities

8,343

Cash and cash equivalents

Intangible assets Deferred tax assets

(184) 738

(1,308) (3,116) 9,081

Goodwill on acquisition

4,100

Non-controlling interests

(3,209)

Consideration paid

9,972

Cash acquired Net cash outflow

(915) 9,057

The goodwill is mainly attributable to Serm Suk’s Management and employees’ skills and talents to produce beverages and to Serm Suk’s distribution and logistic network. The recognized values of Serm Suk’s assets and liabilities at the acquisition date constitute provisional amounts for items for which the fair value accounting is incomplete. These provisional amounts will be adjusted, and additional assets or liabilities will be recognized, during the measurement period to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized, or would have resulted in the recognition of those additional assets or liabilities, as of that date. In the three months period from 1 October 2011 to 31 December 2011, Serm Suk contributed revenue of Baht 4,150 million and loss of Baht 401 million to the Group’s results. Serms Suk’s results for the three month period ended 31 December 2011 were adversely affected by the severe flooding occurring in parts of Thailand. If the acquisition had occurred on 1 January 2011, management estimates that the Group’s consolidated revenue would have been Baht 150,269 million and the Group’s consolidated profit for the year would have been Baht 12,441 million. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2011.

/ 149


/ Financial Statements

7. Related parties For the purposes of these financial statements, parties are considered to be related to the Group and the Company if the Group and the Company has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject common control or common significant influence. Related parties may be individuals or other entities. Relationships with related parties other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries and associates of indirect subsidiaries (as presented in note 1) were as follows:

Name of entities

Country of incorporation/ nationality

Nature of relationships

1.

Thailand

Directors and controlling equity holders hold

Thai Alcohol PCL.

substantial shares indirectly 2.

Sint Ek Panich Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

3.

Banglen Agriculture Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

4.

Pisetkij Co., Ltd.

Thailand

5.

The Maewang Sugar Industry Co., Ltd.

Thailand

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

6.

The Chonburi Sugar Corp. Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

7.

Thip Sugar Sukhothai Co., Ltd.

Thailand

(formerly: The Uttaradit Sugar Industry

Directors and controlling equity holders hold substantial shares indirectly

Co., Ltd. 8.

The Suphanburi Sugar Industry Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

9.

The Southeast Insurance Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

10. The Southeast Life Insurance Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

11. Southeast Capital Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

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

Thailand

Directors and controlling equity holders hold substantial shares indirectly

13. Thai Glass Industries PCL.

Thailand

14. Bang-Na Glass Co., Ltd.

Thailand

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

/ 150


Annual Report 2011

/

Thai Beverage Public Company Limited

Name of entities

Country of incorporation/ nationality

Nature of relationships

15. TCC Hotel Collection Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

16. Terragro Fertilizer Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

17. Permkha Commercial Co., Ltd.

Thailand

18. BJC Industrial and Trading Co., Ltd.

Thailand

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

19. North Park Real Estate Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

20. TCC PD 11 Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

21. Thippatana Arcade Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

22. Siam Food Products PCL.

Thailand

23. BJC Healthcare Co., Ltd.

Thailand

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

24. Wattanapat Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

25. Silvercord Capital (Singapore) Limited

Singapore

Directors and controlling equity holders hold substantial shares indirectly

26. Plantheon Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

27. New Noble Property and Loan Fund

Thailand

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

28. Dynamic Assets Property and Loan Fund

Thailand

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

29. Best Fortune Property and Loan Fund

Thailand

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

30. Regent Gold Property Fund

Thailand

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

31. Plaza Athenee Hotel (Thailand) Co., Ltd.

Thailand

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

32. North Park Golf And Sports Club Co., Ltd.

Thailand

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

/ 151


/ Financial Statements

Name of entities

Country of incorporation/ nationality

Nature of relationships

33. Berli Jucker PCL.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

34. Thai Beverage Can Co., Ltd.

Thailand

Directors and controlling equity holders hold 50% shares

35. PS Recycle Co., Ltd.

Thailand

Directors and controlling equity holders are relatives of controlling person

36. T.C.C. International Limited

Hong Kong

Controlling equity holders hold substantial shares indirectly

37. Best wishes Co., Ltd.

Hong Kong

Controlling equity holders hold substantial shares indirectly

38. Bangkok Glass Co., Ltd.

Thailand

A subsidiary holds shares

39. The Pet Co., Ltd.

Thailand

A subsidiary holds shares

40. Crown Seal Public Company Limited

Thailand

A subsidiary holds shares

41. Key management personnel

Thailand

Persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of the Group/Company.

The pricing policies for particular types of transactions are explained further below: Transactions

Pricing policies

Sale of goods

Agreed prices which approximate market prices

Rendering of services

Contractual prices

Purchase of goods/raw materials

Agreed prices which approximate market prices

Receiving of services

Contractual prices

Purchase and sale of property, plant and equipment

Contractual prices

Purchase and sale of investments

Contractual prices

Interest income and interest expense

Rate as mutually agreed by equity holders with reference interest rates quoted by ďŹ nancial institutions

/ 152


Annual Report 2011

/

Thai Beverage Public Company Limited

Significant transactions for the years ended 31 December 2011 and 2010 with related parties were as follows: Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Management fees

-

-

3,083

2,903

Cost of rendering of services

-

-

315

124

Interest income

-

-

363

252

Interest expense

-

-

830

728

Dividends

-

-

8,118

8,290

Other income

-

-

1

1

Administrative expenses

-

-

6

3

Purchases of investments

-

-

-

2

Increase in share capital in subsidiaries

-

-

143

-

(231)

10

-

-

423

418

358

374

Subsidiaries

Associates Share of profit of associates, net of income tax Key management personnel Key management personnel compensation Short-term employee benefit Post-employment benefits Total key management personnel compensation

9

-

9

-

432

418

367

374

/ 153


/ Financial Statements

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

1,192

930

-

-

111

42

-

-

10,620

6,924

-

-

232

217

-

-

-

-

103

109

Other income

354

27

4

7

Selling and administrative expenses

495

477

2

2

30

15

-

-

-

2

-

-

Other related parties Sales of goods Income of rendering of services Purchases of raw materials and packaging Overhead costs Cost of rendering of services

Purchases of plant and equipment Sales of plant and equipment

Balances as at 31 December 2011 and 2010 with related parties were as follows:

Trade accounts receivable from related parties

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

221

-

-

-

10

4

-

-

Pisetkit Co., Ltd.

5

-

-

-

The Sugar Sukhothai Co., Ltd. (formerly: The Uttaradit Sugar Industry Co., Ltd.)

-

11

-

-

Others

5

6

-

-

241

21

-

-

Other related companies Thai Alcohol PCL. PS Recycle Co., Ltd.

Total

/ 154


/ 155

-

Pomkit Co., Ltd.

Pomklung Co., Ltd.

Pomchok Co., Ltd.

Pomcharoen Co., Ltd.

Pomburapa Co., Ltd.

-

Luckchai Liquor Trading Co., Ltd.

Pomthip Co., Ltd.

-

Nateechai Co., Ltd.

Sura Piset Phatra Lanna Co., Ltd.

-

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

-

Theparunothai Co., Ltd.

Simathurakij Co., Ltd.

-

Kankwan Co., Ltd.

United Winery and Distillery Co., Ltd.

-

S.S. Karnsura Co., Ltd.

-

Thanapakdi Co., Ltd.

Athimart Co., Ltd.

-

Mongkolsamai Co., Ltd. -

-

Fuengfuanant Co., Ltd.

-

-

Sangsom Co., Ltd.

Sura Bangyikhan Co., Ltd.

-

Cosmos Brewery (Thailand) Co., Ltd.

Kanchanasingkorn Co., Ltd.

-

Beer Thip Brewery (1991) Co., Ltd.

-

Beer Thai (1991) PCL.

Subsidiaries

Short-term loans to

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2011 Other receivables Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2010 Other receivables

Consolidated financial statements

Short-term loans to and other receivables from related parties

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

107

-

-

1,121

-

-

68

-

-

-

-

-

-

-

-

-

1,230

Short-term loans to

5

5

5

6

5

11

-

1

2

2

2

25

4

6

5

4

24

1

1

1

3

7

4

18

24

2011 Other receivables

5

5

5

6

5

11

-

1

109

2

2

1,146

4

6

73

4

24

1

1

1

3

7

4

18

1,254

Total

-

-

-

-

-

279

7

-

-

-

-

592

-

-

-

-

-

-

-

-

-

-

-

-

537

Short-term loans to

5

4

5

5

5

11

-

1

3

2

1

19

4

5

4

5

21

1

1

1

3

6

5

17

18

5

4

5

5

5

290

7

1

3

2

1

611

4

5

4

5

21

1

1

1

3

6

5

17

555

2010 Other receivables Total (in million Baht)

Separate financial statements


/ 156 -

Pomnakorn Co., Ltd.

Num Yuk Co., Ltd.

Num Kijjakarn Co., Ltd.

Num Palang Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Thurakij Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Thipchalothorn Co., Ltd.

Krittayabun Co., Ltd.

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Wrangyer Beverage (2008) Co., Ltd.

Thai Molasses Co., Ltd.

Dhanasindhi Co., Ltd.

Thai Beverage Recycle Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Dhospaak Co., Ltd.

Thai Beverage Brands Co., Ltd.

Total subsidiaries

-

PompalangCo., Ltd.

Subsidiaries (continued)

Short-term loans to

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2011 Other receivables Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2010 Other receivables

Consolidated financial statements

Short-term loans to and other receivables from related parties

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

14,753

-

228

10,825

411

5

155

11

-

379

213

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

484

-

1

45

3

1

-

1

15

32

28

43

24

10

16

12

8

12

9

19

25

5

4

2011 Other receivables

15,237

-

229

10,870

414

6

155

12

15

411

241

43

24

10

16

12

8

12

9

19

25

5

4

Total

1,977

3

48

182

281

5

-

-

-

-

-

-

-

-

-

-

-

-

-

-

30

-

13

Short-term loans to

380

-

-

2

2

-

-

1

11

25

25

29

22

9

15

10

8

12

8

19

22

4

4

2,357

3

48

184

283

5

-

1

11

25

25

29

22

9

15

10

8

12

8

19

52

4

17

2010 Other receivables Total (in million Baht)

Separate financial statements


/ 157

-

Thai Alcohol PCL.

-

Total related companies

Total

-

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

-

The Maewang Sugar Industry Co., Ltd.

Others

-

Best Fortune Property and Loan Fund

New Noble Property And Loan Fund

-

The Suphanburi Sugar Industry Co., Ltd.

industry Co., Ltd.)

(formerly: The Uttaradit Sugar -

-

Plantheon Trading Co., Ltd.

Thip Sugar Sukhothai Co., Ltd.

-

The Southeast Insurance Co., Ltd.

Related companies

Short-term loans to

2,290

2,290

6

-

-

8

9

15

36

225

531

1,460

2011 Other receivables

2,290

2,290

6

-

-

8

9

15

36

225

531

1,460

Total

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

791

791

2

4

14

-

9

-

3

-

759

-

2010 Other receivables

Consolidated ďŹ nancial statements

Short-term loans to and other receivables from related parties

791

791

2

4

14

-

9

-

3

-

759

-

Total

14,753

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

485

1

1

-

-

-

-

-

-

-

-

-

2011 Other receivables

15,238

1

1

-

-

-

-

-

-

-

-

-

Total

1,977

-

-

-

-

-

-

-

-

-

-

-

Short-term loans to

394

14

-

-

14

-

-

-

-

-

-

-

2,371

14

-

-

14

-

-

-

-

-

-

-

2010 Other receivables Total (in million Baht)

Separate ďŹ nancial statements


/ 158 -

Pompalang Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Thai Beverage Brands Co., Ltd.

Pan International (Thailand) Co., Ltd.

Total subsidiaries

-

Total related companies

Total

-

New Noble Property And Loan Fund -

-

The Pet Co., Ltd.

Others

-

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

TCC PD 11 Co., Ltd.

-

North Park Real Estate Co., Ltd.

Related companies

-

Thai Beverage Recycle Co., Ltd.

-

Red Bull Distillery (1988) Co., Ltd.

Wrangyer Beverage (2008) Co., Ltd.

-

Beer Thai (1991) PCL.

Subsidiaries

Long-term loans to

53

53

7

-

4

5

7

30

-

-

-

-

-

-

-

-

-

2011 Other receivables

53

53

7

-

4

5

7

30

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Long-term loans to

39

39

7

3

-

-

-

29

-

-

-

-

-

-

-

-

-

2010 Other receivables

Consolidated ďŹ nancial statements

Long-term loans to and other receivables from related parties

39

39

7

3

-

-

-

29

-

-

-

-

-

-

-

-

-

Total

635

-

-

-

-

-

-

-

635

-

-

-

-

-

119

67

449

Long-term loans to

11

10

-

-

-

-

7

3

1

1

-

-

-

-

-

-

-

2011 Other receivables

646

10

-

-

-

-

7

3

636

1

-

-

-

-

119

67

449

Total

2,499

-

-

-

-

-

-

-

2,499

-

9

395

113

20

165

192

1,605

Long-term loans to

3

3

-

-

-

-

-

3

-

-

-

-

-

-

-

-

-

2,502

3

-

-

-

-

-

3

2,499

-

9

395

113

20

165

192

1,605

2010 Other receivables Total (in million Baht)

Separate ďŹ nancial statements


Annual Report 2011

/

Thai Beverage Public Company Limited

Summary of loans to related parties

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Short-term loans

-

-

14,753

1,977

Long-term loans

-

-

635

2,499

Total loans to related parties

-

-

15,388

4,476

Movements during the years ended 31 December 2011 and 2010 of loans to related parties were as follows:

Loans to related parties

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

At 1 January

-

-

1,977

2,642

Increase

-

-

13,108

877

Decrease

-

-

At 31 December

-

-

14,753

1,977

At 1 January

-

-

2,499

3,455

Increase

-

-

-

529

Decrease

-

-

At 31 December

-

-

Short-term loans Subsidiaries

(332)

(1,542)

Long-term loans Subsidiaries

(1,864) 635

(1,485) 2,499

/ 159


/ Financial Statements

Loans to and other receivables from related parties of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.

Trade accounts payable to related parties

Consolidated ďŹ nancial statements

Separate ďŹ nancial statements

2011

2010

2011

2010 (in million Baht)

Thai Malaya Glass Co., Ltd.

903

-

-

-

Thai Beverage Can Ltd.

158

85

-

-

Plantheon Trading Co., Ltd.

113

63

-

-

Crown Seal Public Co., Ltd.

105

-

-

-

The Pet Co., Ltd.

58

-

-

-

Petform (Thailand) Co., Ltd.

31

-

-

-

Other related companies

Bangkok Glass Co., Ltd.

31

-

-

-

Pisetkij Co., Ltd.

21

22

-

-

PS Recycle Co., Ltd.

17

20

-

-

Berli Jucker PCL.

-

792

-

-

Others

1

8

-

-

1,438

990

-

-

Total

/ 160


/ 161

-

Thanapakdi Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipparat Co., Ltd.

-

Pompalang Co., Ltd.

Num Muang Co., Ltd.

-

Pomburapa Co., Ltd.

Num Palang Co., Ltd.

-

Pomcharoen Co., Ltd.

-

-

Pomchok Co., Ltd.

Num Kijjakarn Co., Ltd.

-

Pomklung Co., Ltd.

-

-

Pomkit Co., Ltd.

-

-

Pomthip Co., Ltd.

Num Yuk Co., Ltd.

-

Sura Piset Phatra Lanna Co., Ltd.

Pomnakorn Co., Ltd.

-

Luckchai Liquor Trading Co., Ltd.

-

Theparunothai Co., Ltd.

Nateechai Co., Ltd.

-

Kankwan Co., Ltd.

Simathurakij Co., Ltd.

-

S.S. Karnsura Co., Ltd.

-

-

Mongkolsamai Co., Ltd.

-

-

Fuengfuanant Co., Ltd.

Athimart Co., Ltd.

-

Sangsom Co., Ltd.

Sura Bangyikhan Co., Ltd.

-

Beer Thip Brewery (1991) Co., Ltd.

Subsidiaries

Short-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2010 Other payables

Consolidated financial statements 2011 Other payables

Short-term loans from and other payables to related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

617

466

590

1,105

158

103

183

266

124

299

230

78

10

18

-

-

-

-

-

-

320

5

-

-

-

97

279

132

Short-term loans from

4

2

7

4

1

-

2

1

2

2

2

1

-

1

-

2

-

-

-

-

6

-

1

-

1

1

7

15

2011 Other payables

621

468

597

1,109

159

103

185

267

126

301

232

79

10

19

-

2

-

-

-

-

326

5

1

-

1

98

286

147

Total

392

193

429

-

-

-

133

65

-

113

188

-

-

75

194

39

-

322

22

432

-

61

-

63

-

90

626

82

Short-term loans from

2

1

5

-

-

1

1

-

1

1

1

-

-

-

1

2

1

2

1

1

-

-

1

1

1

1

6

15

394

194

434

-

-

1

134

65

1

114

189

-

-

75

195

41

1

324

23

433

-

61

1

64

1

91

632

97

2010 Other payables Total (in million Baht)

Separate financial statements


/ 162 -

Piromsurang Co., Ltd.

Thai Beverage Brands Co., Ltd.

-

Oishi Group PCL.

Total subsidiaries

-

Thai Drinks Co., Ltd.

Archa Beer Co., Ltd.

-

Thai Beverage Training Co., Ltd.

Beer Chang Co., Ltd.

-

Dhospaak Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

-

Dhanasindhi Co., Ltd.

-

Thai Beverage Marketing Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Beverage Logistics Co., Ltd.

-

Pan International (Thailand) Co., Ltd.

-

-

Sunthronpirom Co., Ltd.

-

-

Surathip Co., Ltd.

Feed Addition Co., Ltd.

-

Krittayabun Co., Ltd.

Thai Cooperage Co., Ltd.

-

Thipchalothorn Co., Ltd.

-

-

Numthip Co., Ltd.

-

-

Numrungrod Co., Ltd.

Thai Molasses Co., Ltd.

-

Num Thurakij Co., Ltd.

Thai Beverage Energy Co., Ltd.

-

Num Nakorn Co., Ltd.

Subsidiaries (continued)

Short-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2010 Other payables

Consolidated financial statements 2011 Other payables

Short-term loans from and other payables to related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

8,636

-

10

25

1

84

-

-

-

84

-

8

25

13

146

-

255

14

137

-

-

405

28

486

761

489

585

Short-term loans from

275

11

-

2

1

3

1

48

1

125

-

-

2

-

1

-

1

-

1

-

-

2

1

2

4

4

3

2011 Other payables

8,911

11

10

27

2

87

1

48

1

209

-

8

27

13

147

-

256

14

138

-

-

407

29

488

765

493

588

Total

5,938

-

-

48

7

210

-

-

-

663

-

8

14

29

1

127

152

-

-

85

75

-

133

223

266

143

235

Short-term loans from

127

-

-

2

1

3

17

44

-

1

1

-

-

-

-

-

1

-

1

1

-

1

1

1

3

2

1

6,065

-

-

50

8

213

17

44

-

664

1

8

14

29

1

127

153

-

1

86

75

1

134

224

269

145

236

2010 Other payables Total (in million Baht)

Separate financial statements


/ 163

-

Total related companies

Total

146

146

37

-

7

7

9

10

11

13

21

31

146

146

37

-

7

7

9

10

11

13

21

31

Total

-

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

17

163

163

17

86

10

-

14

5

-

2

12

163

163

17

86

10

-

14

5

-

2

12

17

Total

8,636

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

288

13

2

-

5

-

3

2

-

-

-

1

2011 Other payables

8,924

13

2

-

5

-

3

2

-

-

-

1

Total

5,938

-

-

-

-

-

-

-

-

-

-

-

Short-term loans from

145

18

1

-

10

-

3

-

-

-

-

4

6,083

18

1

-

10

-

3

-

-

-

-

4

2010 Other payables Total (in million Baht)

Separate ďŹ nancial statements

Short-term loans from and other payables to related parties of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.

-

-

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

Others

-

Eastern Chemical Co., Ltd.

Thai Alcohol PCL.

-

Thai Malaya Glass Co., Ltd. -

-

Berli Jucker PCL.

Southeast Capital Co., Ltd.

-

The Southeast Insurance Co., Ltd.

TCC. Hotel Collection Co., Ltd.

-

Plaza Athenee Hotel (Thailand) Co., Ltd.

Related companies

Short-term loans from

2010 Other payables

Consolidated ďŹ nancial statements 2011 Other payables

Short-term loans from and other payables to related parties


/ 164 -

Theparunothai Co., Ltd.

-

Luckchai Liquor Trading Co., Ltd.

Pomkit Co., Ltd.

Pomklung Co., Ltd.

Pomchok Co., Ltd.

Pom Charoen Co., Ltd.

Pomburapa Co., Ltd.

Pomnakorn Co., Ltd.

Num Yuk Co., Ltd.

Num Thurakij Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Kijjakarn Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Thipchalothorn Co., Ltd.

-

-

Kankwan Co., Ltd.

-

-

S.S. Karnsura Co., Ltd.

Simathurakij Co., Ltd.

-

Athimart Co., Ltd.

United Winery and Distillery Co., Ltd.

-

Sura BangyiKhan Co., Ltd.

-

Kanchanasingkorn Co., Ltd.

Sura Piset Thipparat Co., Ltd.

-

Mongkolsamai Co., Ltd.

Fuengfuanant Co., Ltd.

Thanapakdi Co., Ltd.

-

Beer Thip Brewery (1991) Co., Ltd.

Subsidiaries

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2010 Other payables

Consolidated financial statements 2011 Other payables

Long-term loans from and other payables to related parties

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

177

319

1,275

163

375

525

110

146

372

48

352

76

309

130

302

73

18

70

-

98

1,018

109

157

77

79

158

3,090

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2011 Other payables

-

177

319

1,275

163

375

525

110

146

372

48

352

76

309

130

302

73

18

70

-

98

1,018

109

157

77

79

158

3,090

Total

140

64

490

947

168

235

286

-

92

221

-

330

20

195

-

401

176

241

90

155

-

-

-

219

241

176

151

3,564

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

140

64

490

947

168

235

286

-

92

221

-

330

20

195

-

401

176

241

90

155

-

-

-

219

241

176

151

3,564

2010 Other payables Total (in million Baht)

Separate financial statements


/ 165

-

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Thai Molasses Co., Ltd.

Feed Addition Co., Ltd.

Pan International (Thailand) Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Cooperage Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Beer Chang Co., Ltd.

Archa Beer Co., Ltd.

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total

10,528

64

246

458

59

32

23

20

-

-

-

-

-

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

2011 Other payables

10,528

64

246

458

59

32

23

20

-

-

-

-

-

Total

10,403

69

195

471

58

28

23

10

80

162

411

149

145

Long-term loans from

-

-

-

-

-

-

-

-

-

-

-

-

-

10,403

69

195

471

58

28

23

10

80

162

411

149

145

2010 Other payables Total (in million Baht)

Separate ďŹ nancial statements

Long-term loans from and other payables to related parties of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht.

-

Krittayabun Co., Ltd.

Subsidiaries (continued)

Long-term loans from

2010 Other payables

Consolidated ďŹ nancial statements 2011 Other payables

Long-term loans from and other payables to related parties


/ Financial Statements

Summary of loans from related parties

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Short-term loans

-

-

8,636

5,938

Long-term loans

-

-

10,528

10,403

Total loans from related parties

-

-

19,164

16,341

Movements during the years ended 31 December 2011 and 2010 of loans from related parties were as follows:

Loans from related parties

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

At 1 January

-

-

5,938

7,259

Increase

-

-

5,371

2,106

Decrease

-

-

(2,673)

(3,427)

At 31 December

-

-

8,636

5,938

At 1 January

-

-

10,403

9,743

Increase

-

-

2,803

1,965

Decrease

-

-

(2,678)

(1,305)

At 31 December

-

-

Short-term loans Subsidiaries

Long-term loans Subsidiaries

10,528

10,403

Significant agreements with related parties Supporting service agreements The Company entered into supporting service agreements with subsidiaries for supporting service such as human resource, administration, accounting, finance, public relations, public co-ordination, technology, law, secretary and share register and internal audit for the period of one year from 1 January 2004 to 31 December 2004. Unless there are notifications to terminate the agreement within 30 days before the expiry date, this agreement continues to be in effect for the successive one year term. The subsidiaries are committed to pay a service fee at the rate of 0.5% of their principal revenue. With effect from 1 January 2007, the supporting service fee rate was adjusted to 1% of the principal revenue. Service fee rate was adjusted for development of new product, experiment and quality test, analysis, research and marketing survey for new products and procurement of information. Application service provisioning agreement The Company entered into the application service provisioning agreement with T.C.C. Technology Co., Ltd., a related party, for the / 166


Annual Report 2011

/

Thai Beverage Public Company Limited

provision of ongoing support and maintenance of the systems and infrastructure and is committed to pay system, hardware and software rental fee and service fee on a monthly basis throughout the contract period for five years, effective from 31 May 2006, under the fees and conditions stated in the contract. Subsequently, the Company entered into additional agreements based on the number of users and renewed the agreements ended 31 August 2014. Procurement agreement Pan International (Thailand) Co., Ltd., the Company’s subsidiary, entered into the procurement agreements with other subsidiaries, for necessary purchase and procurement services to the later subsidiaries. The procurement fee is 1% of the value of goods and services purchased under such agreement. Molasses purchase agreements Thai Molasses Co., Ltd., the Company’s subsidiary, entered into molasses purchase and sale agreements with various related companies in order to sell to other subsidiaries within the Group. The terms and conditions of these agreements specify that the seller would sell molasses to the buyers in specified quantity, price, quality, delivery and received, payments, responsibility, weight, sample analysis on molasses, and quality control, etc. Glass bottle purchase and sale agreement Thai Beverage Recycle Co., Ltd., the Company’s subsidiary, entered into the glass bottle purchase and sale agreement with Berli Jucker PCL., a related party, to purchase various types of new glass bottles in order to sell to other subsidiaries within the Group for a period of two years and eight months, effective from 1 May 2007 to 31 December 2009, under the prices and conditions stated in the contract. On 23 December 2009, the subsidiary entered into a new glass bottle purchase and sale agreement for a period of three years, effective from 1 January 2010 to 31 December 2012, under the prices and conditions stated in the contract. License agreements - Three subsidiaries entered into license agreements with Beer Chang Co., Ltd., Archa Beer Co., Ltd., and Thai Beverage Brands Co., Ltd., the Company’s subsidiaries, for rights and obligations for the sale of drinking water, soda water, beer, draft beer and lager beer under the trade names of “CHANG”, “ARCHA” and “FEDERBRAU”. The subsidiaries are committed to pay fees at a rate of 2% based on net sales at price, ex factory, excluding VAT and after deducting excise tax, contributions to the health promotion fund and Thai Public Broadcasting Service. -

Sura Bangyikhan Co., Ltd., the Company’s subsidiary, entered into license agreements with 12 subsidiaries for the rights to use trademarks for white spirits and Chiang - Chun blended spirits as stipulated in the agreement. The trademark fee is from Baht 0.50 - 1.50 per bottle, based on the contents and size of the bottle. With effective from January 2010, the trademark fee was adjusted to Baht 0.50 – 1.20 per bottle, based on the contents and size of the bottle.

Sales Distributor Agreements Thai Beverage Marketing Co., Ltd., the Company’s subsidiary, entered into sales distributor agreements with two subsidiaries to sell beverage products under the prices and conditions stated in the agreements for five years, effective from 3 October 2008 to 2 October 2013. Biogas purchase and sale agreement Thai Beverage Energy Co., Ltd., the Company’s subsidiary, entered into biogas purchase and sale agreements with three related companies for a period of 19 years, effective from the year 2009 to 2028, to supply biogas to use as a fuel source in spirits distillery process under the price and conditions stated in the agreements. Subsequently in 2010, the aforementioned agreements were made with additional two related companies for a period of 18 years, effective from the year 2010 to 2028.

/ 167


/ Financial Statements

Revolving loan agreement In June 2011, the Company entered into revolving joint loan agreement with subsidiaries for lending loans with joint credit limit not exceeding Baht 10,000 million, interest rate 5.00 % per annum and repayable at call. Subsequently in September 2011, the Company entered into revolving loan agreement with a subsidiary to lend loans with credit limit of Baht 15,000 million, interest rate 5.00 % per annum and repayable at call. In 2011, the Company entered into revolving loan agreements with subsidiaries to borrow loans with total credit limit of Baht 55,900 million, interest rate 5.00% per annum and repayable at call. Commitments with related parties Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Within one year

214

216

52

43

After one year but within five years

317

316

56

55

Total

531

532

108

98

1,421

1,613

-

-

-

171

-

-

109

27

109

27

Brewing supervision agreement

24

26

-

-

Other agreements

18

9

56

33

1,572

1,846

165

60

Non-cancellable operating lease commitments

Other commitments Purchase molasses Sale molasses Application service provisioning agreement

Total

8. Cash and cash equivalents Consolidated financial statements

Cash on hand Cash at banks - current accounts Cash at banks - saving accounts Highly liquid short-term investments Total

/ 168

Separate financial statements

2011

2010

2011

2010 (in million Baht)

55

47

-

-

895

822

1

1

2,112

1,387

10

22

380

1,103

-

-

3,442

3,359

11

23


Annual Report 2011

/

Thai Beverage Public Company Limited

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

3,217

3,057

11

23

215

273

-

-

United States Dollars (USD)

7

28

-

-

Others

3

1

-

-

3,442

3,359

11

23

Thai Baht (THB) and other functional currencies of foreign subsidiaries Hong Kong Dollars (HKD)

Total

9. Other investments Consolidated financial statements 2011

2010

Separate financial statements 2011

2010 (in million Baht)

Current investments Short-term deposits at financial institutions

1

1

-

-

12

-

-

-

13

1

-

-

Equity securities available for sale

73

-

-

-

Investment in government bonds

12

12

-

-

60

6

-

-

(5)

(4)

-

-

67

14

-

-

140

14

-

-

153

15

-

-

Others

Other long-term investments

Other non marketable equity securities Less allowance for decline in value of investments

Total

As at 31 December 2009, an indirect subsidiary invested in government bonds in the amount of Baht 8.5 million, bearing interest rates at 5.90% and 4.25% per annum and maturity in 2013 and 2014. The bonds have been pledged as collateral for electricity utilisation. Subsequently during 2010, the aforementioned indirect subsidiary invested additionally in government bonds in the / 169


/ Financial Statements

amount of Baht 3.66 million, bearing interest rate at 4.125% per annum and maturity in 2016. The bonds have been pledged as collateral for natural gas utilisation. Other investments of the Group as at 31 December 2011 and 2010 were denominated entirely in Thai Baht.

10. Trade accounts receivable Consolidated financial statements

Related parties

Separate financial statements

Note

2011

2010

2011

2010 (in million Baht)

7

241

21

-

-

Other parties

3,459

1,937

-

-

Total

3,700

1,958

-

-

-

-

-

-

-

-

Less allowance for doubtful accounts Net

(81) 3,619

(36) 1,922

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

16

(3)

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

102

21

-

-

Related parties Within credit terms Overdue: Less than 3 months 6-12 months

135

-

-

-

4

-

-

-

241

21

-

-

3,101

1,750

-

-

299

158

-

-

Other parties Within credit terms Overdue: Less than 3 months 3-6 months

40

7

-

-

6-12 months

5

10

-

-

14

12

-

-

3,459

1,937

-

-

Over 12 months Less allowance for doubtful accounts Net

-

-

3,378

(81)

1,901

-

-

3,619

1,922

-

-

The normal credit term granted by the Group ranges from 7 days to 180 days. / 170

(36)


Annual Report 2011

/

Thai Beverage Public Company Limited

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

3,604

1,919

-

-

12

3

-

-

Euro

3

-

-

-

Total

3,619

1,922

-

-

Thai Baht (THB) and other functional currencies of foreign subsidiaries United States Dollars (USD)

11. Inventories Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Finished goods

11,860

10,017

-

-

Maturing spirits

9,316

9,028

-

-

Work in progress

4,060

3,867

-

-

Raw materials

2,971

2,548

-

-

Packaging materials

2,607

823

-

-

Spare parts

526

428

-

-

Others

767

608

-

-

32,107

27,319

-

-

-

-

Less allowance for decline in value Net

(461)

(173)

31,646

27,146

-

-

97,172

89,914

-

-

- Write-down to net realisable value

445

84

-

-

- Reversal of write-down

(275)

(173)

-

-

-

-

Inventories recognised as an expense in ‘cost of sales of goods’: - Cost

Net total

97,342

89,825

/ 171


/ Financial Statements

12. Other current assets Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

2,948

743

-

-

Refundable VAT

478

367

17

5

Refundable excise tax

522

231

-

-

Others

350

336

1

2

4,298

1,677

18

7

Prepaid excise tax

Total

Other current assets of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.

13. Investments in subsidiaries Separate financial statements

At 1 January Increase in share capital in subsidiary Acquisitions Disposals At 31 December

2011

2010 (in million Baht)

80,047

80,091

143

-

-

2

80,190

(46) 80,047

The Executive Board of Directors’ meeting held on 25 April 2011 unanimously approved in principle for International Beverage Holdings Limited, the Company’s subsidiary, to increase its authorised share capital amounting to HKD 36.5 million; InterBev (Singapore) Limited, the Company’s indirect subsidiary, to increase its authorised share capital amounting to SGD 6 million; and Super Brands Company Pte. Ltd., the Company’s subsidiary of indirect subsidiary, to increase its authorised share capital amounting to SGD 8.2 million. The increase in share capital of International Beverage Holdings Limited, the Company’s subsidiary, InterBev (Singapore) Limited, the Company’s indirect subsidiary, and Super Brands Company Pte. Ltd. ,the Company’s subsidiary of indirect subsidiary, was completed on 31 May 2011, 20 June 2011 and 27 June 2011, respectively.

/ 172


Annual Report 2011

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Thai Beverage Public Company Limited

Investments in subsidiaries as at 31 December 2011 and 2010, and dividend income from those investments for the years then ended were as follows: Separate ďŹ nancial statements Ownership interest

Paid-up capital

Cost method

Dividend income

2011

2010 (%)

2011

2010

2011

2010

2011 2010 (in million Baht)

Beer Thai (1991) PCL.

100.00

100.00

5,550

5,550

12,500

12,500

78

-

Beer Thip Brewery (1991) Co., Ltd.

100.00

100.00

6,600

6,600

12,500

12,500

462

541

Sangsom Co., Ltd.

100.00

100.00

7,500

7,500

7,500

7,500

90

135

Fuengfuanant Co., Ltd.

100.00

100.00

900

900

900

900

29

87

Subsidiaries

Mongkolsamai Co., Ltd.

100.00

100.00

700

700

691

691

6

10

Thanapakdi Co., Ltd.

100.00

100.00

700

700

697

697

11

-

Kanchanasingkorn Co., Ltd.

100.00

100.00

700

700

700

700

8

48

Sura Bangyikhan Co., Ltd.

100.00

100.00

4,000

4,000

4,000

4,000

1,092

968

Athimart Co., Ltd.

100.00

100.00

900

900

900

900

52

104

S.S. Karnsura Co., Ltd.

100.00

100.00

800

800

800

800

41

142

Kankwan Co., Ltd.

100.00

100.00

800

800

800

800

74

158

Theparunothai Co., Ltd.

100.00

100.00

700

700

700

700

52

121

Red Bull Distillery (1988) Co., Ltd.

100.00

100.00

5,000

5,000

5,000

5,000

305

395

United Winery and Distillery Co., Ltd.

100.00

100.00

1,800

1,800

1,800

1,800

76

95

Simathurakij Co., Ltd.

100.00

100.00

900

900

888

888

114

124

Nateechai Co., Ltd.

100.00

100.00

800

800

800

800

-

62

Luckchai Liquor Trading Co., Ltd.

100.00

100.00

800

800

766

766

27

26

Sura Piset Thipparat Co., Ltd.

100.00

100.00

1,000

1,000

1,010

1,010

-

-

Pomthip Co., Ltd.

100.00

100.00

10

10

10

10

-

11

Pomkit Co., Ltd.

100.00

100.00

10

10

10

10

74

34

Pomklung Co., Ltd.

100.00

100.00

10

10

10

10

-

-

Pomchok Co., Ltd.

100.00

100.00

10

10

10

10

25

91

Pomcharoen Co., Ltd.

100.00

100.00

10

10

10

10

39

19

Pomburapa Co., Ltd.

100.00

100.00

10

10

10

10

83

81

Pompalang Co., Ltd.

100.00

100.00

10

10

10

10

-

-

Pomnakorn Co., Ltd.

100.00

100.00

10

10

10

10

25

21

Num Yuk Co., Ltd.

100.00

100.00

10

10

10

10

454

364

Num Kijjakarn Co., Ltd.

100.00

100.00

10

10

10

10

586

681

Num Palang Co., Ltd.

100.00

100.00

10

10

10

10

102

129

Num Muang Co., Ltd.

100.00

100.00

10

10

10

10

339

354

Num Nakorn Co., Ltd.

100.00

100.00

10

10

10

10

215

212

Num Thurakij Co., Ltd.

100.00

100.00

10

10

10

10

319

291 / 173


/ Financial Statements

Separate ďŹ nancial statements Ownership interest

Paid-up capital

Cost method

Dividend income

2011

2010 (%)

2011

2010

2011

2010

2011 2010 (in million Baht)

Numrungrod Co., Ltd.

100.00

100.00

10

10

10

10

460

409

Numthip Co., Ltd.

100.00

100.00

10

10

10

10

214

171

Thipchalothorn Co., Ltd.

100.00

100.00

1

1

3

3

192

340

Subsidiaries (continued)

Krittayabun Co., Ltd.

100.00

100.00

5

5

27

27

382

375

Surathip Co., Ltd.

100.00

100.00

1

1

7

7

204

150

Sunthronpirom Co., Ltd.

100.00

100.00

5

5

25

25

295

209

Piromsurang Co., Ltd.

100.00

100.00

5

5

24

24

147

118

Thai Beverage Energy Co., Ltd.

100.00

100.00

860

860

864

864

-

-

Wrangyer Beverage (2008) Co., Ltd.

100.00

100.00

200

200

200

200

-

-

Thai Molasses Co., Ltd.

99.72

99.72

40

40

35

35

103

74

Feed Addition Co., Ltd.

100.00

100.00

1

1

32

32

37

28

Pan International (Thailand) Co., Ltd.

100.00

100.00

1

1

34

34

26

29

Charun Business 52 Co., Ltd.

100.00

100.00

122

122

84

84

-

-

Thai Cooperage Co., Ltd.

100.00

100.00

300

300

296

296

-

-

Thai Beverage Recycle Co., Ltd.

100.00

100.00

123

123

134

134

136

128

Thai Beverage Logistics Co., Ltd.

100.00

100.00

1,012

1,012

1,012

1,012

-

-

Thai Beverage Marketing Co., Ltd.

100.00

100.00

300

300

300

300

327

124

Dhanasindhi Co., Ltd.

100.00

100.00

20

20

24

24

31

29

Dhospaak Co., Ltd.

100.00

100.00

25

25

61

61

15

17

Thai Beverage Training Co., Ltd.

100.00

100.00

3

3

3

3

16

-

100.00

100.00

8,006

7,863

8,006

7,863

-

-

100.00

100.00

1,667

1,667

4,139

4,139

70

22

Thai Beverage Brands Co., Ltd.

100.00

100.00

5

5

39

39

-

-

Beer Chang Co., Ltd.

100.00

100.00

1

1

4,318

4,318

118

119

Archa beer Co., Ltd.

100.00

100.00

1

1

130

130

31

44

Sura Piset Phatra Lanna Co., Ltd.

100.00

100.00

1,000

1,000

1,015

1,015

-

-

89.26

89.26

375

375

6,206

6,206

536

600

100.00

100.00

60

60

60

60

-

-

54,449

54,306

80,190

80,047

8,118

8,290

International Beverage Holdings Limited Cosmos Brewery (Thailand) Co., Ltd.

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

/ 174


Annual Report 2011

/

Thai Beverage Public Company Limited

14. Investments in associates Consolidated financial statements 2011

2010 (in million Baht)

At 1 January

123

128

Acquisitions through business combinations

252

-

Share of net profit (loss) of equity-accounted associates

(231)

Translation of financial statement differences

11

5

At 31 December

(16)

149

123

Investments in associates as at 31 December 2011 and 2010, and dividend income from those investments for the years then ended were as follows:

Ownership interest

Consolidated financial statements At Cost method Impairment cost - net

Paid-up capital

Equity method

Dividend income

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 (in million Baht) (%) Associates Held by subsidiaries of indirect subsidiaries Liquorland Limited 49.49 49.49

69

69

18

18

-

-

18

18

128

123

-

-

84.00 44.00

8

8

7

4

(7)

(4)

-

-

-

-

-

-

50.02 50.02

2

2

1

1

-

-

1

1

-

-

-

-

75

-

30

-

-

-

30

-

21

-

-

-

154

79

56

23

(7)

(4)

49

19

149

123

-

-

Inver House Polska Limited Inver House Distribution SA Petform (Thailand) Co., Ltd. Total

25.86

-

/ 175


/ Financial Statements

15. Investment properties Consolidated financial statements Note

Separate financial statements

2011

2010

2011

2010 (in million Baht)

912

912

-

-

30

-

-

-

Disposals

(134)

-

-

-

At 31 December

808

912

-

-

126

126

-

-

4

-

-

-

130

126

-

-

-

786

-

-

At 31 December 2010 and 1 January 2011

786

786

-

-

At 31 December 2011

678

-

-

-

Cost At 1 January Acquired in business combinations

Depreciation and impairment losses At 1 January Depreciation charge for the year At 31 December Net book value At 1 January 2010

The Group’s investment properties were revalued by the Treasury Department, Ministry of Finance and Thai Property Appraisal Lynn Phillips Co., Ltd. as at 31 December 2011 at Baht 906.83 million. Investment properties comprise of a number of commercial properties that are leased to third parties and idle land.

/ 176


/ 177

-

Disposals

At 31 December 2011

exchange rates

15,200

-

-

Disposals

Effect of movements in

-

46

4,184

11

10,959

Transfers

Surplus on land revaluation

combinations

Acquisitions through business

Additions

1 January 2011

At 31 December 2010 and

exchange rates

(2)

-

Transfers

Effect of movements in

154

10,807

Additions

At 1 January 2010

Cost/ revaluation

Land

16. Property, plant and equipment

1,549

-

-

38

-

15

4

1,492

(1)

-

26

2

1,465

Land improvement

21,052

87

(87)

836

-

818

164

19,234

(118)

(22)

1,135

209

18,030

Building, buildings and leasehold improvements

48,948

85

(885)

2,231

-

2,841

399

44,277

(120)

(192)

486

354

43,749

2,722

12

(18)

-

-

-

19

2,709

(35)

(6)

-

10

2,740

1,214

2

(60)

18

-

46

149

1,059

(1)

(38)

(78)

141

1,035

Consolidated financial statements Furniture, fixtures Machinery and office and Oak equipment equipment barrels

3,807

7

(41)

11

-

472

208

3,150

(1)

(93)

-

425

2,819

Vehicles

754

1

(1)

(3,134)

-

322

2,135

1,431

(6)

-

95,246

194

(1,092)

-

46

8,698

3,089

84,311

(284)

(351)

-

3,311

81,635

Total (in million Baht)

(1,569)

2,016

990

Assets under construction and installation


/ 178

-

Disposals

exchange rates

Disposals

Assets under finance leases

Owned assets

At 31 December 2011

Assets under finance leases

Owned assets

1 January 2011

At 31 December 2010 and

Assets under finance leases

Owned assets

At 1 January 2010

Net book value

At 31 December 2011

exchange rates

655

-

655

15,200

15,200

669

-

10,959

669

731

10,807

10,959

-

731

894

1

-

-

70

823

(1)

-

90

734

Land improvement

-

10,807

-

-

-

Impairment losses

Effect of movements in

-

-

Depreciation charge for the year

1 January 2011

At 31 December 2010 and

-

-

Depreciation charge for the year

Effect of movements in

-

At 1 January 2010

losses

Depreciation and impairment

Land

11,319

15

11,304

10,436

-

10,436

10,069

-

10,069

9,733

56

(58)

64

873

8,798

(48)

(16)

901

7,961

Building, buildings and leasehold improvements

12,399

-

12,399

9,760

-

9,760

12,103

10

12,093

36,549

64

(464)

524

1,908

34,517

(68)

(166)

3,105

31,646

760

-

760

874

-

874

1,009

-

1,009

1,962

7

(11)

-

131

1,835

(20)

(4)

128

1,731

395

-

395

323

-

323

383

-

383

819

2

(54)

-

135

736

-

(37)

121

652

Consolidated financial statements Furniture, fixtures Machinery and office and Oak equipment equipment barrels

1,191

-

1,191

662

3

659

325

2

323

2,616

6

(38)

-

160

2,488

-

(85)

79

2,494

Vehicles

754

-

754

1,431

-

1,431

990

-

990

-

-

-

-

-

-

-

-

-

-

Assets under construction and installation

42,673

15

42,658

35,114

3

35,111

36,417

12

36,405

52,573

136

(625)

588

3,277

49,197

(137)

(308)

4,424

45,218

Total (in million Baht)


Annual Report 2011

/

Thai Beverage Public Company Limited

Property, plant and equipment under construction As at 31 December 2011, an indirect subsidiary had assets under construction and installation for PET bottling beverage production by Cold Aseptic Filling project and UHT packing machine project totalling Baht 898.69 million (2010: Baht 1,244.13 million). Capitalised borrowing costs relating to the acquisition of the aforementioned project amounted to Baht 15.37 million (2010: Baht 4.98 million), with a capitalization rate of 2.05%-3.70% per annum (2010: 1.30%-2.92% per annum) (see note 34). On 27 January 2011, an indirect subsidiary revalued its land by professional appraisal by the market value basis. The said indirect subsidiary has recognised the revaluation surplus on land by Baht 46.07 million and has recognised in other comprehensive income and presented in the revaluation reserve in equity in the same amount, the related deferred tax liability of Baht 9.21 million. The gross amount of the Group’s fully depreciated plant and equipment that was still in use as at 31 December 2011 amounted to Baht 30,916 million (2010: Baht 23,865 million).

Leasehold improvements

Separate financial statements Assets under Furniture, construction fixtures and and office installation equipment Vehicles

Total (in million Baht)

Cost At 1 January 2010

-

123

18

18

159

Additions

2

8

-

1

11

Transfers

8

8

-

(16)

Disposals

-

(1)

-

-

(1)

At 31 December 2010 and 10

138

18

3

169

Additions

1 January 2011

2

18

1

1

22

Transfers

1

-

-

(1)

Disposals At 31 December 2011

-

(1)

(4)

-

(5)

13

155

15

3

186

At 1 January 2010

-

84

12

-

96

Depreciation charge for the year

2

22

3

-

27

Disposals

-

(1)

-

-

(1)

Depreciation and impairment losses

At 31 December 2010 and 1 January 2011 Depreciation charge for the year

2

105

15

-

122

2

13

1

-

16

(4)

-

Disposals

-

At 31 December 2011

4

117

(1)

12

-

133

(5)

-

39

6

18

63

8

33

3

3

47

9

38

3

3

53

Net book value At 1 January 2010 At 31 December 2010 and 1 January 2011 At 31 December 2011

/ 179


/ Financial Statements

The gross amount of the Company’s fully depreciated leasehold improvements and equipment that was still in use as at 31 December 2011 amounted to Baht 102 million (2010: Baht 79 million).

17. Goodwill Consolidated financial statements Note

Separate financial statements

2011

2010

2011

2010 (in million Baht)

3,203

3,275

-

-

4,100

1

-

-

-

(32)

-

-

15

(41)

-

-

Cost At 1 January Acquired through business combinations Disposals Effect of movements in exchange rates At 31 December

6

7,318

3,203

-

-

154

170

-

-

(16)

-

-

Amortisation and impairment losses At 1 January Effect of movements in exchange rates At 31 December

5 159

154

-

-

At 1 January

3,049

3,105

-

-

At 31 December

7,159

3,049

-

-

Net book value

18. Other intangible assets Consolidated financial statements Computer software

Trademarks

Licences

Total (in million Baht)

108

385

18

511

28

2

-

30

(7)

-

(7)

Cost At 1 January 2010 Additions Effect of movements in exchange rates At 31 December 2010

136

380

18

534

Acquisitions through business combinations

15

-

21

36

Additions

29

102

-

131

Disposals

(7)

-

(8)

(15)

Effect of movements in exchange rates

1

3

-

4

174

485

31

690

At 31 December 2011 / 180


Annual Report 2011

/

Thai Beverage Public Company Limited

Consolidated ďŹ nancial statements Computer software

Trademarks

Licences

Total (in million Baht)

At 1 January 2010

42

285

2

329

Amortisation for the year

17

37

1

55

Amortisation and impairment losses

Effect of movements in exchange rates

-

(2)

-

(2)

At 31 December 2010

59

320

3

382

Amortisation for the year

20

13

5

38

Disposals

-

-

(2)

(2)

Effect of movements in exchange rates

-

1

-

1

79

334

6

419

66

100

16

182

At 31 December 2011 Net book value At 1 January 2010 At 31 December 2010 and 1 January 2011

78

60

15

153

At 31 December 2011

95

151

25

271

The amortisation of patents and trademarks is allocated to the cost of inventory and is recognised as cost of sales as inventory is sold; the amortisation of other intangible assets is included in cost of sales. The impairment loss is recognised in cost of sales in the statement of comprehensive income. Separate ďŹ nancial statements Computer software (in million Baht) Cost At 1 January 2010 Additions At 31 December 2010 and 1 January 2011

55 2 57

Additions

2

Disposals

(4)

At 31 December 2011

55

Amortisation and impairment losses At 1 January 2010 Amortisation for the year At 31 December 2010 and 1 January 2011 Amortisation for the year At 31 December 2011

24 9 33 8 41

Net book value At 1 January 2010

31

At 31 December 2010 and 1 January 2011

24

At 31 December 2011

14 / 181


/ Financial Statements

19. Leasehold rights Consolidated ďŹ nancial statements (in million Baht) Cost At 1 January 2010 Effect of movements in exchange rates At 31 December 2010 and 1 January 2011 Effect of movements in exchange rates At 31 December 2011

269 (7) 262 14 276

Amortisation and impairment losses At 1 January 2010

56

Amortisation for the year

12

At 31 December 2010 and 1 January 2011

68

Amortisation for the year

12

Effect of movements in exchange rates At 31 December 2011

4 84

Net book value At 1 January 2010

213

At 31 December 2010 and 1 January 2011

194

At 31 December 2011

192

/ 182


Annual Report 2011

/

Thai Beverage Public Company Limited

20. Deferred tax Deferred tax assets and liabilities determined after appropriate offsetting are included in the statement of financial position as at 31 December 2011 and 2010 were as follows: Consolidated financial statements

Separate financial statements

Note 31 December

31 December

31 December

31 December

2011

2010

2011

2010 (in million Baht)

341

387

31

4

Deferred tax assets Deferred tax liabilities Net

(1,299)

(1,081)

-

-

(958)

(694)

31

4

Impact of the adjustment to retained earnings as at 1 January 2011: TAS 19 Employee benefits

4(h)

Deferred tax asset at 1 January 2011

313

50

(381)

54

Movements in total deferred tax assets and liabilities during the year were as follows: Consolidated financial statements At 1 January 2011

(Charged) / credited to: Other Profit comprehensive income or loss

Acquisition of subsidiary

At 31 December 2011 (in million Baht)

Deferred tax assets Property, plant and equipment

64

30

-

6

100

Investment properties

22

-

-

-

22

Long-term investment

1

-

-

-

1

Inventories

299

(20)

-

45

324

Provisions

12

1

-

4

17

313

10

7

373

703

Others

11

1

-

17

29

Loss carry forward

89

(73)

-

13

29

-

(371)

(2)

811

(422)

5

Employee benefit obligations

Income tax reduction Total Set off of tax

458

(373) 852 (511) 341

/ 183


/ Financial Statements

Consolidated financial statements At 1 January 2011

(Charged) / credited to: Other Profit comprehensive income or loss

Acquisition of subsidiary

At 31 December 2011 (in million Baht)

Deferred tax liabilities Property, plant and equipment

(1,192)

(40)

(14)

(1,301)

(1)

(7)

Other

-

1

Income tax reduction

-

25

719

(14)

704

Total

(1,192)

(2,547) (7)

-

744

(1,308)

(1,810)

Set off of tax

511 (1,299)

Net

(381)

(436)

709

(850)

(958)

Consolidated financial statements At 1 January 2010

(Charged) / credited to:

Profit or loss

At 31 December 2010 (in million Baht)

Deferred tax assets Property, plant and equipment

63

1

64

Investment properties

22

-

22

Long-term investment

1

-

1

Inventories

297

2

299

Provisions

12

-

12

8

3

11

Others Loss carry forward

157

(68)

89

Total

560

(62)

498

Set off of tax

(111) 387

Deferred tax liabilities Property, plant and equipment

(1,192)

-

(1,192)

Total

(1,192)

-

(1,192)

Set off of tax

111 (1,081)

Net / 184

(632)

(62)

(694)


Annual Report 2011

/

Thai Beverage Public Company Limited

Separate financial statements At 1 January 2011

(Charged) / credited to: Other Profit comprehensive or loss income

At 31 December 2011 (in million Baht)

Deferred tax assets Intangible asset Employee benefit obligations Income tax reduction Total

4

1

50

2

(11)

-

41

5

-

(19)

4

(15)

54

(16)

(7)

31

Separate financial statements At 1 January 2010

(Charged) / credited to:

At 31 December 2010 (in million Baht)

Profit or loss

Deferred tax assets Intangible asset

2

2

4

Total

2

2

4

21. Other non-current assets Consolidated financial statements

Advance payments to a specialist Deposits Others Total

Separate financial statements

Note

2011

2010

2011

2010 (in million Baht)

40

1,629

1,679

305

315

218

187

-

-

118

119

1

-

1,965

1,985

306

315

/ 185


/ Financial Statements

22. Interest-bearing liabilities Consolidated financial statements Note

Separate financial statements

2011

2010

2011

2010 (in million Baht)

336

566

-

-

39

-

-

-

3

2

-

-

268

94

-

-

4,581

5,600

3,500

5,000

5,227

6,262

3,500

5,000

1,800

2,500

1,200

2,500

-

-

8,636

5,938

7,027

8,762

13,336

13,438

11,200

600

11,200

-

-

-

10,528

10,403

11,200

600

21,728

10,403

18,227

9,362

35,064

23,841

Current Bank overdrafts Secured Letter of comfort Unsecured Short-term loans from financial institutions Letter of comfort Unsecured Bank overdrafts and short-term loans from financial institutions Current portion of long-term loans from financial institutions Unsecured Short-term loans from related parties Unsecured

7

Non-current Long-term loans from financial institutions Unsecured Long-term loans from related parties Unsecured Total

7

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

7,027

8,762

13,336

13,438

After one year but within five years

11,200

600

21,728

10,403

Total

18,227

9,362

35,064

23,841

Within one year

/ 186


Annual Report 2011

/

Thai Beverage Public Company Limited

The principal features of the borrowings were as follows: (a) Bank overdrafts are repayable on demand. As at 31 December 2011, the Group had total overdraft facilities amounting to Baht 4,612 million (2010: Baht 4,411 million) which are partially supported by letters of comfort issued by the Company. (b) Short-term loans from financial institutions. As at 31 December 2011, the Group had short-term loan facilities from several financial institutions totalling Baht 41,335 million (2010: Baht 37,671 million) of money market rates quoted by banks. The facilities are supported by unsecured promissory notes issued by the Group to several domestic financial institution totalling Baht 4,581 million (2010: Baht 5,600 million) and to an overseas financial institution amounting to Baht 268 million (2010: Baht 94 million) and by a letter of comfort issued by the Company, totalling Baht 4,849 million (2010: Baht 5,694 million). On 27 February 2009, the Board of Directors approved the issuance and offering of short-term bill of exchange in the amount not exceeding Baht 10,000 million. (c) In November 2009, the Company entered into long term loans agreement with two financial institutions amounting to Baht 3,000 million which is to be repaid monthly in 6 installments, Baht 500 million each, commencing from December 2010 to May 2011, interest is payable monthly at 2.11% per annum. The last installment for long-term loan was paid in May 2011. In November 2010, an indirect subsidiary entered into long term loans agreement with a financial institution amounting to Baht 600 million which is to be repaid monthly in 6 installments, Baht 100 million each, commencing from May 2012 to October 2012, interest is payable monthly at 2.92% per annum. In August 2011, the Company entered into long term loans agreement with a financial institution amounting to Baht 2,400 million which is to be repaid monthly in 12 installments, Baht 200 million each, commencing from July 2012 to June 2013, interest is payable monthly at 4.07% per annum. In November 2011, the Company entered into long-term loan agreements with three financial institutions in the amount of Baht 10,000 million which will be repaid commencing from November 2013 to November 2016 with fixed interest payable monthly, every six months and every three months for the financial institution No. 1, 2 and 3, respectively. Details are as follows: Financial institution

No. 1

Amount (in million Baht)

Fixed interest rate (% per annum)

Number of installments

2,000

4.30

12

No. 2

Repayment Each installment Each Payment installments Due (in million Baht) 166.60

30 Nov 13

(last installment

to 13 Nov 14

167.40) Tranche A

1,500

3.00

1

1,500

14 Nov 14

Tranche B

1,500

3.04

1

1,500

14 May 15

Tranche C

1,000

3.08

1

1,000

16 Nov 15

Tranche A

1,000

3.37

1

1,000

4 Feb 16

Tranche B

1,000

3.43

1

1,000

4 May 16

Tranche C

1,000

3.35

1

1,000

4 Aug 16

Tranche D

1,000

3.35

1

1,000

4 Nov 16

No. 3

Total

10,000

The aforementioned long-term loans from financial institutions are unsecured. / 187


/ Financial Statements

Interest-bearing liabilities of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.

23. Trade accounts payable Consolidated financial statements

Separate financial statements

Note

2011

2010

2011

2010 (in million Baht)

7

1,438

990

-

-

Other parties

3,859

2,767

-

-

Total

5,297

3,757

-

-

Related parties

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

4,971

3,465

-

-

Australia Dollars (AUD)

144

225

-

-

Euro (EUR)

159

56

-

-

23

11

-

-

5,297

3,757

-

-

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

Others Total

24. Other payables Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Accrued expenses

1,520

795

78

75

Accrued promotion expense

1,007

459

-

-

473

550

6

3

267

425

-

-

Assets payable Advanced payments from customers for purchase of goods Others Total

/ 188

489

126

70

4

3,756

2,355

154

82


Annual Report 2011

/

Thai Beverage Public Company Limited

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

3,537

2,069

154

82

161

253

-

-

58

33

-

-

3,756

2,355

154

82

Thai Baht (THB) and other functional currencies of foreign subsidiaries Japanese (Yen) Others Total 25. Employee benefit obligations Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

6

-

-

-

- long service award

83

-

-

-

- provision for executive incentive plan

27

-

-

-

2

-

-

-

- compensation plan based on Thai Labour law

2,250

-

139

-

Total

2,368

-

139

-

27

-

-

-

Employee benefit obligation

2,341

-

139

-

Total

2,368

-

139

-

Statement of financial position obligation for: Short-term employee benefit - accumulated annual leave Long-term employee benefit

Post-employment benefit - provident fund

Current Short-term provisions Non-current

/ 189


/ Financial Statements

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

161

-

25

-

161

-

25

-

Actuarial (gains) losses recognised in the year

22

-

(35)

-

Cumulative actuarial (gains) losses recognised

22

-

(35)

-

Year ended 31 December

Statement of comprehensive income: Recognised in profit or loss: Compensation plan based on Thai Labour law

Recognised in other comprehensive income:

The Group adopted TAS 19 - Employee Benefits with effect from 1 January 2011; the effect on the financial statements is discussed in note 4(h). As stated in note 4(h), the Group and the Company have opted to record the transitional obligation as at 1 January 2011, totalling Baht 1,044 million for the Group and Baht 167 million for the Company, as an adjustment to retained earnings as at 1 January 2011. Compensation plan based on Thai Labour law The Group and the Company operate a defined benefit pension plan based on the requirement of Thai Labour Protection Act B.E. 2541 (1998) to provide retirement benefits to employees based on pensionable remuneration and length of service. The statement of financial position obligation was determined as follows: Consolidated financial statements

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

2,319

-

174

-

22

-

(35)

-

2,341

-

139

-

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

Defined benefit obligations at 1 January

Separate financial statements

2011

2010

2011

2010 (in million Baht)

1,044

-

167

-

(18)

-

Benefits paid by the plan

(103)

-

Current service costs and interest

161

-

25

-

22

-

(35)

-

Acquisition of subsidiary

1,217

-

-

-

Defined benefit obligations at 31 December

2,341

-

139

-

Actuarial (gains) losses in other comprehensive income

/ 190


Annual Report 2011

/

Thai Beverage Public Company Limited

Expense recognised in profit or loss (note 33): Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Current service costs

118

-

17

-

Interest on obligation

43

-

8

-

161

-

25

-

Total

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

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Cost of sales and cost of rendering of services

55

-

24

-

Selling expenses

33

-

-

-

Administrative expenses

73

-

1

-

161

-

25

-

Total Actuarial (gains) and losses recognised in other comprehensive income

Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

-

-

-

-

Recognised during the year

22

-

(35)

-

At 31 December

22

-

(35)

-

Included in retained earnings: At 1 January

Principal actuarial assumptions at the reporting date (expressed as weighted averages): Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (% per annum)

Discount rate

3.5 - 3.6

4.1

3.6

4.1

Future salary increases

5.0 - 6.5

5.0

5.0

5.0

/ 191


/ Financial Statements

26. Share capital 2011

2010

Par value per share (in Baht)

Number

Baht

1

29,000

29,000

29,000

29,000

1

29,000

29,000

29,000

29,000

1

25,110

25,110

25,110

25,110

1

25,110

25,110

25,110

25,110

Number Baht (million shares / million Baht)

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

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. In respect of the Company’s shares that are held by the Group all rights are suspended until those shares are reissued. Share premium Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution.

27. Reserves Reserves comprise: Appropriations of profit and/or retained earnings Legal reserve Section 116 of the Public Companies Act B.E. 2535 Section 116 requires that a public 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. Other components of equity Currency translation differences The currency translation differences account within equity comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. Fair value changes in available-for-sale investments The fair value changes in available-for-sale investments account within equity comprises the cumulative net change in the fair value of available-for-sale investments until the investments are derecognised or impaired. / 192


Annual Report 2011

/

Thai Beverage Public Company Limited

Valuation surplus The valuation surplus account within equity comprises the cumulative net change in the valuation of property, plant and equipment included in the financial statements at valuation until such property, plant and equipment is sold or otherwise disposed of. Movements in reserves Movements in reserves are shown in the statements of changes in equity.

28. Segment information Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segments, is based on the Group’s management and internal reporting structure. Inter-segment pricing is determined on mutually agreed terms. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. In preparing segmental information, those liabilities and related interest expense that are not specifically attributable to a particular segment are allocated on a percentage of net assets basis. Management believes this to be a fair indication of the actual use of the liabilities. Business segments The Group comprises the following main business segments: Spirits Beer Non-alcoholic beverages Food

Production and sales of branded spirits products (mostly outside the group); Production and sales of branded beer products (mostly outside the group); Production and sales of branded water, soda, ready-to-drink coffee, energy drink, green tea and fruit juice flavour (mostly outside the group); and Japanese restaurants, bakery shops and distribution of food and beverage (mostly outside the group)

Geographical segments Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are located in foreign countries. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.

/ 193


/ 194

5,736

13,355

ProďŹ t (loss) for the year

19,091

66,030

228

Income tax expense (income)

income tax expense

ProďŹ t (loss) before

Total expenses

Finance costs

5,225

57,488

Cost of sale of goods

Administrative expenses

85,121

Total income

3,089

334

Other income

Selling expenses

23

84,764

2011

Interest income

Revenue from sale of goods

Business segment results

2010

11,772

4,936

16,708

60,327

161

5,315

2,594

52,257

77,035

264

8

76,763

Spirits

(1,031)

(284)

(1,315)

34,378

115

1,921

2,870

29,472

33,063

200

8

32,855

2011

2010

(1,643)

(740)

(2,383)

36,143

73

2,223

3,146

30,701

33,760

86

3

33,671

Beer

(447)

(73)

(520)

11,406

105

1,088

1,932

8,281

10,886

18

6

10,862

2011

369

(108)

261

6,253

21

591

854

4,787

6,514

26

1

6,487

2010

Non-alcoholic beverages

107

88

195

3,962

7

1,015

428

2,512

4,157

30

1

4,126

2011

17

2

3,639

2010

161

59

220

3,438

4

847

408

2,179

3,658

Food

-

-

-

(473)

-

(23)

(39)

(411)

(473)

(52)

-

(421)

2011

(99)

530

38

132,186

455

9,226

8,280

97,342

-

-

-

11,984

5,467

17,451

(130) 115,303

-

(2)

(29)

Total 2010

10,659

4,147

14,806

106,031

259

8,974

6,973

89,825

120,837

352

13

120,472

(in million Baht)

2011

(130) 132,754

(41)

(1)

(88)

2010

Elimination


/ 195

20 (1)

Amortisation

Impairment losses

equipment

property, plant and 20

1,427

Depreciation

Gain on disposal of

1,063

18,433

Total liabilities

Capital expenditure

9,080 9,353

Other liabilities

51,604

Total assets

Interest-bearing liabilities

9,950

17,226

24,428

2011

Other assets

and equipment

Property, plant

Inventories

Business segment ďŹ nancial position

2010

75

-

45

2,257

1,032

13,555

7,747

5,808

48,216

8,869

17,635

21,712

Spirits

10

-

7

1,051

166

5,952

2,201

3,751

19,451

3,576

11,740

4,135

2011

4,331

2010

33

-

5

1,615

436

3,374

1,265

2,109

19,083

2,007

12,745

Beer

115

589

11

599

13,550

11,136

6,027

5,109

26,836

11,030

12,821

2,985

2011

11

-

4

378

1,561

2,400

1,112

1,288

7,691

2,722

3,969

1,000

2010

Non-alcoholic beverages

-

-

13

204

352

854

567

287

2,001

1,018

885

98

2011

Food

-

-

13

175

313

823

666

157

2,043

1,175

765

103

2010

2010

145

588

51

3,281

15,131

36,375

18,148

18,227

99,892

25,574

42,672

31,646

119

-

67

4,425

3,342

20,152

10,790

9,362

77,033

14,773

35,114

27,146

(in million Baht)

2011

Total


/ Financial Statements

Geographical segments The segment financial information of the Group based on geographical segments in the consolidated financial statements for the years ended 31 December was as follows: Consolidated financial statements Property, plant and equipment

Income 2011

2010

2011

2010 (in million Baht)

Thailand

127,875

116,946

41,214

33,759

Overseas

4,879

3,891

1,458

1,355

132,754

120,837

42,672

35,114

Total

29. Other income Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Gain on disposal of assets

292

119

2

-

Gain on sale of investment

-

53

-

49

Revenue from sales of scraps

45

28

-

-

Net gain on foreign exchange

84

-

-

1

Others

340

142

5

8

Total

761

342

7

58

30. Selling expenses Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Personnel

2,125

1,499

-

-

Marketing and advertising

3,022

3,164

-

-

Travelling

1,303

945

-

-

Transportation

753

559

-

-

Commission

206

223

-

-

Others

870

583

-

-

8,279

6,973

-

-

Total

/ 196


Annual Report 2011

/

Thai Beverage Public Company Limited

31. Administrative expenses Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

-

-

367

374

Personnel

3,301

3,100

8

7

Idle capacity

1,328

1,985

-

-

Travelling

212

208

1

1

Rental

445

262

1

1

Management personnel compensation

Depreciation and amortisation

575

475

-

1

Donation

604

596

3

2

Hire and services

695

488

-

-

Others

1,906

1,860

11

8

Total

9,066

8,974

391

394

32. Employee benefit expenses Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

Salaries and wages

219

234

219

234

Bonus

122

123

122

123

3

3

3

3

88

58

23

14

432

418

367

374

5,275

4,555

237

211

Bonus

767

758

52

56

Overtime and perdiem allowance

492

382

11

10

96

93

5

5

1,112

960

90

59

7,742

6,748

395

341

8,174

7,166

762

715

Management

Pension costs - defined contribution plans Others

Other employees Salaries and wages

Pension costs - defined contribution plans Others

Total employee benefit expenses

/ 197


/ Financial Statements

Defined benefit plans Details of the defined benefit plans are given in note 25. Defined contribution plans The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 2% to 3% of their basic salaries and by the Group at rates ranging from 2% to 3% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.

33. Expenses by nature The statements of income include an analysis of expenses by function. Expenses by nature disclosed in accordance with the requirements of various TFRS were as follows: Consolidated financial statements 2011

Separate financial statements

2010

2011

2010 (in million Baht)

124

-

-

90,074

82,330

-

-

Employee benefit expenses

2,468

2,379

387

334

Depreciation and amortisation

2,154

3,975

24

34

839

2,619

-

-

2,183

545

-

-

3,301

3,100

375

381

Depreciation and amortisation

575

475

-

1

Rental

445

262

1

1

Included in cost of sales of goods and cost of rendering of services: Changes in inventories of finished goods and work in progress Raw materials, consumables and excise tax used

(971)

Included in selling expenses: Marketing and sales promotion expenses Advertising and public relations Included in administrative expenses: Employee benefit expenses

/ 198


Annual Report 2011

/

Thai Beverage Public Company Limited

34. Finance costs Consolidated financial statements

Separate financial statements

Note

2011

2010

2011

2010 (in million Baht)

7

-

-

830

728

413

264

312

223

8

-

-

-

421

264

1,142

951

49

-

49

-

470

264

1,191

951

-

-

1,191

951

Interest expense: Related parties Financial institutions Others Total interest expense Finance costs Less property, plant and equipment under construction

(15)

Net

455

(5) 259

35. Income tax expense Income tax recognised in profit or loss Consolidated financial statements Note

Separate financial statements

2011

2010

2011

2010 (in million Baht)

5,027

4,083

247

297

4

1

8

-

5,031

4,084

255

297

Current tax expense Current year Adjustment for prior years Deferred tax expense Movements in temporary differences Income tax reduction – deferred

20 17

(6)

(3)

(2)

346

-

19

-

73

68

-

-

436

62

16

5,467

4,146

271

Recognition of previously unrecognised tax losses Total income tax expense

(2) 295

/ 199


/ Financial Statements

Income tax recognised in other comprehensive income Consolidated financial statements

Before tax

2011 Tax (expense) benefit

Net of tax

292

-

292

46

340

386

-

-

-

2

-

2

-

-

-

(22)

6

(16)

-

-

-

-

-

-

Before tax

2010 Tax (expense) Net of benefit tax (in million Baht)

Foreign currency translation differences for foreign operations Revaluation of property, plant and equipment Available-for-sale financial assets Defined benefit plan actuarial gains (losses) Others Total

-

363

363

318

709

1,027

(592)

-

(592)

-

(592)

(592)

Separate financial statements

Before tax

2011 Tax (expense) benefit

Net of tax

Before tax

2010 Tax (expense) Net of benefit tax (in million Baht)

Defined benefit plan actuarial gains (losses)

35

(7)

28

-

-

-

Total

35

(7)

28

-

-

-

Consolidated financial statements

Reconciliation of effective tax rate Rate (%)

2011

(in million Baht)

Rate (%)

2010

(in million Baht)

Profit (loss) for the year

11,984

10,659

Total income tax expense

5,467

4,146

17,451

14,805

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

30.00

Income tax reduction - deferred

5,235

30.00

346

Effect of different tax rates in foreign jurisdictions Income not subject to tax

4,442 -

31

(66)

(189)

(231)

Expenses not deductible for tax purposes

70

Recognition of previously unrecognised tax losses

(5)

(12)

-

(25)

13

Current year losses for which no deferred tax asset was recognised Under (over) provided in prior years Total / 200

4 31.33

5,467

28.00

4,146


Annual Report 2011

/

Thai Beverage Public Company Limited

Separate financial statements Rate (%) Profit (loss) for the year Total income tax expense Profit before total income tax expense Income tax using the Thai corporation tax rate

30.00

Income tax reduction - deferred

(in million Baht)

Rate (%)

Under (over) provided in prior years 3.07

(in million Baht) 8,928

271

295

8,830

9,223

2,649

30.00

2,767 -

(2,435)

Expenses not deductible for tax purposes

2010

8,559

19

Income not subject to tax

Total

2011

(2,487)

30

15

8

-

271

3.20

295

Income tax reduction - current Royal Decree No. 387 B.E. 2544 dated 5 September 2001 grants companies listed on the Stock Exchange of Thailand a reduction in the corporate income tax rate from 30% to 25% for taxable profit not exceeding Baht 300 million for the five consecutive accounting periods beginning on or after enactment. Listed companies that received income tax reduction under this Royal Decree are also eligible to continue the period of tax reduction under Royal Decree No. 475 but not beyond the 2010 accounting period ending on or after 31 December 2010. Income tax reduction - deferred On 11 October 2011, the Cabinet passed a resolution regarding tax measures to increase Thailand’s competitiveness and approved the reduction of the corporate income tax rate from 30% to 23% of net taxable profit for the accounting period 2012 which ends on or after 31 December 2012 and to 20% of net taxable profit for the accounting period which begins on or after 1 January 2013 and onwards. In order to give effect to the above Cabinet resolution, the Government has issued a Royal Decree under the Revenue Code regarding the Reduction and Exemption in Income Taxes (No. 530) B.E. 2554 to reduce the corporate income tax rate for the three accounting periods 2012, 2013 and 2014; from 30% to 23% for the accounting period 2012 which begins on or after 1 January 2012 and to 20% for the following two accounting periods 2013 and 2014 which begin on or after 1 January 2013 and 2014, respectively. It is understood that the Government will proceed to amend the law in order to maintain the corporate income tax rate at not higher than 20% for the accounting period 2015 which begins on or after 1 January 2015 and onwards in order to give full effect to the Cabinet resolution. Such announcement on the reduction of income tax rate has an impact on the measurement of deferred tax assets and deferred tax liabilities since Thai Accounting Standard No. 12 Income Taxes paragraph 47 states that deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. The Federation of Accounting Professions has considered this matter and has resolved that the substantively enacted tax rates which should be applied in measuring deferred tax assets and liabilities shall be the reduced rates as approved by the Cabinet; i.e. 23% shall be applied for the accounting period 2012 and 20% shall be applied for accounting periods 2013 onwards.

/ 201


/ Financial Statements

36. Promotional privileges By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, two subsidiaries have been granted privileges by the Board of Investment relating to the production of bio-gas and the production of beverage. The privileges granted include: The production of bio-gas (a) exemption from payment of import duty on machinery approved by the Board; (b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is first derived from such operations; (c) a 50% reduction in the normal tax rate on the net profit derived from certain operations for a period of five years, commencing from the expiry date in (b) above; and (d) exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period of eight years. The production of beverage (a)

exemption from payment of import duty on machinery approved by the Board;

(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is first derived from such operations; and (c) exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period of eight years. As promoted companies, the aforementioned subsidiaries must comply with certain terms and conditions prescribed in the promotional certificates. Summary of revenue from promoted and non-promoted businesses: Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

4,796

4,057

-

-

Non-promoted businesses

127,390

116,414

-

-

Total income

132,186

120,471

-

-

Promoted businesses

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.

/ 202


Annual Report 2011

/

Thai Beverage Public Company Limited

37. Basic earnings per share The calculations of basic earnings per share for the years ended 31 December 2011 and 2010 were based on the profit for the years attributable to ordinary shareholders of the Company and the number of ordinary shares outstanding during the years as follows: Consolidated financial statements

Separate financial statements

2011

2010

2011 2010 (in million Baht / million shares)

12,042

10,550

8,559

8,928

25,110

25,110

25,110

25,110

0.48

0.42

0.34

0.36

Profit attributable to ordinary shareholders of the Company (basic) Number of ordinary shares outstanding Basic earnings per share (in Baht)

38. Dividends At the meeting of the Board of Directors held on 11 August 2011, the directors adopted a resolution to approve the interim dividend payment for the year 2011 of 25,110 million ordinary shares at Baht 0.15 per share, totalling Baht 3,766 million. The interim dividend was paid to shareholders on 8 September 2011. At the annual general meeting of the shareholders of the Company held on 29 April 2011, the shareholders approved the appropriation of dividend of Baht 0.35 per share, amounting to Baht 8,788 million. On 8 September 2010, the interim dividend of Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.20 per share, totalling Baht 5,022 million, was paid on 26 May 2011. At the annual general meeting of the shareholders of the Company held on 29 April 2010, the shareholders approved the appropriation of dividend of Baht 0.33 per share, amounting to Baht 8,286 million. On 10 September 2009, the interim dividend of Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.18 per share, totalling Baht 4,520 million, was paid on 26 May 2010.

39. Financial instruments Financial risk management policies The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from nonperformance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes. Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create and acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved.

/ 203


/ Financial Statements

Capital management The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital, which the Group defines as result from operating activities divided by total shareholders’ equity, excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings (Note 22). The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates. The effective interest rates of loans receivable as at 31 December and the periods in which the loans receivable mature or re-price were as follows:

Effective interest rate (% per annum)

Separate financial statements After 1 year but within Within 5 years Total 1 year (in million Baht)

2011 Current Loans receivable - Related parties

5.00

14,753

-

14,753

5.00

-

635

635

14,753

635

15,388

5.00

1,977

-

1,977

5.00

-

2,499

2,499

1,977

2,499

4,476

Non-current Loans receivable - Related parties Total 2010 Current Loans receivable - Related parties Non-current Loans receivable - Related parties Total

The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods in which those liabilities mature or re-price were as follows:

/ 204


Annual Report 2011

/

Thai Beverage Public Company Limited

Effective interest rate (% per annum)

Consolidated ďŹ nancial statements After 1 year Within but within 1 year 5 years Total (in million Baht)

2011 Current Bank overdrafts

2.46

378

-

378

Loans payable - Financial institutions

3.41

4,849

-

4,849

Current portion of long-term loans

3.69

1,800

-

1,800

Non-current Loans payable - Financial institutions

3.49

Total

-

11,200

11,200

7,027

11,200

18,227

568

-

568

2010 Current Bank overdrafts

2.52

Loans payable - Financial institutions

1.93

5,694

-

5,694

Current portion of long-term loans

2.11

2,500

-

2,500

Non-current Loans payable - Financial institutions

2.92

Total

-

600

600

8,762

600

9,362

Effective interest rate

Separate ďŹ nancial statements After 1 year Within but within 1 year 5 years Total

(% per annum)

(in million Baht)

2011 Current Loans payable - Financial institutions

3.45

3,500

-

3,500

Current portion of long-term loans

4.07

1,200

-

1,200

Loans payable - Related parties

5.00

8,636

-

8,636

Loans payable - Financial institutions

3.49

-

11,200

11,200

Loans payable - Related parties

5.00

Non-current

Total

-

10,528

10,528

13,336

21,728

35,064

5,000

-

5,000

2010 Current Loans payable - Financial institutions

1.91

Current portion of long-term loans

2.11

2,500

-

2,500

Loans payable - Related parties

5.00

5,955

-

5,955

5.00

-

10,403

10,403

13,455

10,403

23,858

Non-current Loans payable - Related parties Total

/ 205


/ Financial Statements

Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales of goods which are denominated in foreign currencies. The Group primarily utilises forward exchange contracts to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period. At 31 December, the Group and the Company were exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies: Consolidated financial statements

Separate financial statements

Note

2011

2010

2011

2010 (in million Baht)

Cash and cash equivalents

8

7

28

-

-

Trade accounts receivable

10

12

3

-

-

United States Dollars

Other receivables

2

1

-

-

Trade accounts payable

(12)

(7)

-

-

Other payables

(27)

(9)

(1)

-

Gross balance sheet exposure

(18)

16

(1)

-

Estimated forecast purchase of assets

(95)

-

-

-

Estimated forecast purchase of goods

(707)

(749)

-

-

(2)

(4)

-

-

(822)

(737)

(1)

-

499

652

-

-

(323)

(85)

(1)

-

-

-

Estimated forecast other liabilities Gross exposure Forwards to buy foreign currency Net exposure Euro Trade accounts receivable

10

Trade accounts payable

23

3

-

(159)

(56)

-

-

(30)

(21)

-

-

Gross balance sheet exposure

(186)

(77)

-

-

Estimated forecast purchase of goods

(691)

(813)

-

-

Estimated forecast purchase of assets

(645)

(718)

-

-

(1,522)

(1,608)

-

-

1,352

-

-

-

-

Other payables

Gross exposure Forwards to buy foreign currency Net exposure

/ 206

633 (889)

(256)


Annual Report 2011

/

Thai Beverage Public Company Limited

Consolidated financial statements Note

Separate financial statements

2011

2010

2011

2010 (in million Baht)

3

1

-

-

Great Britain Pound Cash and cash equivalents Short-term loans from financial institutions

(221)

-

-

-

Trade accounts payable

(10)

(4)

-

-

(1)

(1)

-

-

(229)

(4)

-

-

(119)

-

-

(52)

-

-

Other payables Gross balance sheet exposure Estimated forecast purchase of goods

-

Estimated forecast purchase of advertising

(59)

Estimated forecast purchase of assets

-

Gross exposure

(288)

Forwards to buy foreign currency

59

Net exposure

(3)

-

-

(178)

-

-

177

-

-

(229)

(1)

-

-

(144)

(225)

-

-

(144)

(225)

-

-

Australia Dollars Trade accounts payable

23

Gross balance sheet exposure Estimated forecast purchase of goods Gross exposure Forwards to buy foreign currency Net exposure

(868)

(1,094)

-

-

(1,012)

(1,319)

-

-

782

773

-

-

(230)

(546)

-

-

215

273

-

-

215

273

-

-

(161)

(253)

-

-

(161)

(253)

-

-

(8)

(79)

-

-

(169)

(332)

-

-

160

203

-

-

(129)

-

-

Hong Kong Dollars Cash and cash equivalents

8

Gross exposure Japanese Yen Other payables Gross balance sheet exposure

24

Estimated forecast purchase of machinery Gross exposure Forwards to buy foreign currency Net exposure

(9)

Other foreign currencies Other payables

-

(2)

-

(1)

Gross balance sheet exposure

-

(2)

-

(1)

Net exposure

-

(2)

-

(1)

/ 207


/ Financial Statements

Credit risk Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Group as and when they fall due. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the 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. Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and nonfinancial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values in disclosed in the notes specific to that asset or liability. The fair value of trade and other short-term receivables and loans to and other receivables from related parties is taken to approximate the carrying value. The fair value of other long-term investments is taken to approximate the carrying value. Interest rates of investment in government bonds are fixed. The fair value of trade accounts payable, loans from related parties and other payable, other payables from related parties, and other current liabilities is taken to approximate the carrying value. The fair value of loans is taken to approximate the carrying value. The loans are bearing interest at rates closed to current market rate. The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date for the residual maturity of the contract using a risk-free interest rate (based on government bonds).

/ 208


Annual Report 2011

/

Thai Beverage Public Company Limited

Fair value of forward exchange contracts at 31 December was as follows: Currency denomination

Consolidated financial statements

2011

2010 (in million)

2011

2010 (in million Baht)

Singapore Dollars

0.70

-

17

-

Great Britain Pound

0.04

-

2

-

19

-

Currency forwards Assets

Total Liabilities Euro

15

34

636

1,348

4

17

183

788

Australia Dollars

24

25

769

753

United States Dollars

16

22

504

658

387

542

159

201

2,251

3,748

Great Britain Pound

Japanese Yen Total

40. Commitments with non-related parties Consolidated financial statements

Separate financial statements

2011

2010

2011

2010 (in million Baht)

86

-

Buildings and other constructions

131

319

-

-

Machinery and equipment

251

907

-

-

14

-

-

-

482

1,226

-

-

Within one year

365

348

6

6

After one year but within five years

342

300

10

11

After five years

113

19

-

-

Total

820

667

16

17

Capital commitments Contracted but not provided for: Land

Computer software Total Non-cancellable operating lease commitments

/ 209


/ Financial Statements

Consolidated financial statements 2011

2010

Separate financial statements 2011

2010 (in million Baht)

3,831

-

-

-

-

-

Other commitments Forward contracts to buy foreign currencies Forward contracts to sell foreign currencies

2,226 (19)

Goods and raw materials purchase agreements

2,365

2,777

-

-

Specialist agreements

1,316

1,386

222

234

Unused letters of credit for goods and supplies

219

801

-

-

Service agreements

525

560

8

6

Advertising services and sponsorship agreements

270

327

-

-

Molasses purchase agreements

195

191

-

-

Bank guarantees

296

191

34

37

4

3

-

-

7,397

10,067

264

277

Other agreements Total

Significant capital commitments An indirect subsidiary has entered into factory building construction and machinery installation agreements with several companies due to in 2009, the said indirect subsidiary has invested in Cold-Aseptic-Filling beverage and PET bottle production project in the amount not exceeding Baht 1,430 million. Subsequently in 2010, the said indirect subsidiary has also invested in UHT packaging machine project in the amount not exceeding Baht 980 million. The aforementioned project have already operated in 2011. Significant other commitments Specialist agreements In 2004, the Company and four subsidiaries entered into production and blending control agreements with a specialist for a period of 40 years from 1 August 2004 to 1 August 2044. Under the agreements, the Company and its subsidiaries are obliged to pay monthly service fees of Baht 4.3 million which are to be annually increased by 5% for the first 20 years from 1 August 2004 to 1 August 2024. Afterwards, the Company and its subsidiaries have to pay monthly service fees of Baht 0.25 million until the expiration of the agreements. Service fee under the agreements totalled Baht 1,766.2 million. Subsequently, the addendums were made on 5 January 2006, under which the Company and its subsidiaries have to pay additional amount to this specialist amounting to Baht 2,000 million. Therefore, the total service fees under the agreements both outstanding and already paid by the Company and its subsidiaries amounted to Baht 3,766.2 million. As at 31 December 2011 the remaining commitments to be paid, relating to these agreements, amounted to Baht 1,315.8 million. Sponsorship agreement In 2010, a subsidiary renewed a sponsorship agreement with Everton Football Club, in the United Kingdom, for a period of three years from 1 June 2011 to 31 May 2014 in order to promote the Group’s businesses globally. Under the agreement, the subsidiary is obliged to pay a minimum amount of GBP 0.6 million and a maximum amount of GBP 2.6 million per year, dependent on the performance of Everton football team in each year. Distributor agreement In 2008, an indirect subsidiary renewed a distributor agreement with a local company to act as a distributor for green tea products for a period of three years from 4 November 2008 to 3 November 2011. / 210


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Thai Beverage Public Company Limited

Hot-fill PET bottle trading agreement In 2005, an indirect subsidiary entered into a hot-fill PET bottle trading agreement with a local bottle manufacturing company according to the quantity required from the indirect subsidiary on a monthly basis at the price specified in the agreement. The agreement is for a 15-year period, commencing 150 days after the agreement date. Material and package trading agreement In 2007, a subsidiary and an indirect subsidiary entered into a material and package trading agreement with a local company for distribution of products to the Group’s shops and for materials and packaging management. The two subsidiaries committed to pay the service charge at the rate specified in the agreement for a period of three years from 1 April 2007 to 31 March 2010 with the renewal option for another three years. Subsequently in April 2010, the said subsidiaries entered into new agreements for a period of two years and eight months from 1 May 2010 to 31 December 2012. Transportation agreement In 2007, a subsidiary and an indirect subsidiary entered into a transportation agreement with a local company to transport products from factory to the destination. Transportation cost is calculated for each trip at the rate stated in the agreement. The term of the agreement is three years from 1 November 2007 to 31 October 2010. Subsequently, on 1 February 2010, the said subsidiaries entered into a new agreement due to the transportation fee rate adjustment. The term of the agreement is three years from 1 January 2010 to 31 December 2012 and may be extended for successive terms of one year each or terminated if any party does not comply with the terms and conditions stated in the agreement or if not less than 30 days prior written notice is given by any one party to the other. License agreement A subsidiary entered into a license agreement with an overseas company for operating Japanese restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 20 May 2008. Unless there is a notification to terminate the agreement within 180 days before the expiration, this agreement continues to be in effect for the successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement. Subsequently at the Executive Board of Directors’ meeting held on 10 August 2011, the directors agreed to terminate the aforementioned agreement. The subsidiary was not subject to pay for any compensation for termination before the expiration. On 29 June 2009, the said subsidiary entered into a license agreement with another overseas company for operating Japanese restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 29 June 2009. Unless there is a notification to terminate the agreement within 180 days before the expiration, this agreement continues to be in effect for the successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement. Natural gas trading agreement On 30 September 2009, an indirect subsidiary entered into a natural gas trading agreement with a local company at the condition specified in the agreement for a period of 7 years from 21 December 2009 to 30 November 2016 with the renewal option by written notice not less than 90 days before the expiration.

/ 211


/ Financial Statements

41. Events after the reporting period (a) At the Board of Directors of direct subsidiary’ meeting held on 22 February 2012, the directors agreed to propose issuance of the debentures totalling principal amount up to Baht 3,000 million with a maturity of up to ten years. The proceed will be used for continuing and enhancing business purposes. In addition, the debentures will be issued as a revolving terms and conditions. The direct subsidiary could possibly issue addition debentures after the redemption aforementioned amount. (b) At the Board of Directors’ meeting held on 28 February 2012, the directors agreed to propose a dividend payment for the year of Baht 0.37 per share, totalling Baht 9,291 million. The interim dividend paid was Baht 0.15 per share, totalling Baht 3,767 million. The remaining dividend payment is Baht 0.22 per share, totalling Baht 5,524 million. (c) On 10 February 2012, a subsidiary has entered into a sponsorship agreement with two football clubs in Spain, for a period of three years from 27 February 2012 to 30 June 2015 and from 1 January 2012 to 31 December 2014 respectively in order to promote trade name and logo “Chang” and goods in the territory specified in the agreements. The subsidiary is obliged to pay total amounts of Euro 6.55 million during three years at the condition specified in the agreements.

42. Thai Financial Reporting Standards (TFRS) not yet adopted The Group has not adopted TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates, which is expected to become effective for annual financial periods beginning on or after 1 January 2013. Management expects to adopt and apply the revised TFRS in accordance with the FAP’s announcement and has made a preliminary assessment of the potential initial impact on the consolidated and separate financial statements of the new standard assessed to have the greatest potential impact on the financial statements in the period of initial application. The standard is as follows: TAS 21 (revised 2009) – The effects of changes in foreign exchange rates The principal change introduced by TAS 21 is the introduction of the concept of functional currency, which is defined as the currency of the primary economic environment in which the entity operates. TAS 21 requires the entity to determine its functional currency and translate foreign currency items into its functional currency, reporting the effects of such translation in accordance with the provisions of TAS 21. Foreign currencies are defined by TAS 21 as all currencies other than the entity’s functional currency. Management has determined that the functional currency of the Company is Thai Baht. Accordingly, the adoption of TAS 21 from 1 January 2013 is not expected to have a significant impact on the Company’s reported assets, liabilities or retained earnings.

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Thai Beverage Public Company Limited

43. Reclassification of accounts Certain accounts in the 2010 financial statements have been reclassified to conform to the presentation in the 2011 financial statements. These reclassifications have principally been made following changes in accounting policies consequent to the adoption of new or revised TFRS as disclosed in note 4. Other significant reclassifications were as follows:

Before reclass.

2010

Consolidated financial statements Reclass.

After reclass.

Before reclass.

294

294

-

1,677

19

2,355

2,355

-

(2,355)

1,104

144

Separate financial statements Reclass.

After reclass. (in million Baht)

12

12

(12)

7

82

82

(82)

62

Statement of financial position Other receivables Other current assets Other payables Other current liabilities

1,971 3,459

(294)

-

-

Statement of income Revenue from sale of goods Other Income Cost of sales of goods Cost of rendering of services Selling expenses Administrative expenses

121,361

(889)

120,472

-

-

-

351

(9)

342

-

-

-

-

-

88,097

1,728

89,825

-

-

-

-

1,014

(78)

936

7,287

(314)

6,973

-

-

-

10,949

(1,974)

8,975

316

78

394

338

(338)

-

-

-

-

Management benefit expenses

-

-

The reclassifications have been made because, in the opinion of management, the new classification is more appropriate to the Group’s business.

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/ Interested Persons Transactions Report

Interested Persons Transactions For the years ended 31 December 2011 Aggregate value of all interested persons transactions during the year ended 31 December 2011 under review (excluding transactions less than S$100,000* and transactions conducted under Shareholders’ Mandate)

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

Baht ´000

Baht ´000

A

Revenue from sales and service income

1

Terragro Fertilizer Co., Ltd.

2,545.51

-

2

Pisetkij Co., Ltd.

-

34,422.37

3

PS Recycle Co., Ltd.

-

101,337.44

4

Thai Glass Industries PCL

-

4,072.43

5

Berli Jucker PCL

-

7,858.04

6

Thip Sugar Sukhothai Co., Ltd.**

-

92,243.17

7

TCC Hotel Collection Co., Ltd.

4,887.56

-

8

Cristalla Co., Ltd.

3,447.89

-

9

Thai Alcohol PCL

-

1,031,809.03

10

Riverside Masterplan Co., Ltd.

5,907.97

-

B

Other income

1

Pisetkij Co., Ltd.

-

10,724.69

2

The Southeast Insurance Co., Ltd.

-

130,772.37

3

Thai Alcohol PCL

-

3,881.71

4

TCCCL Four Co., Ltd.

133,699.50

-

5

Menghua’s United Commercial Co., Ltd.

4,850.65

-

C

Cost of sales

1

PS Recycle Co., Ltd.

-

327,134.84

2

The Maewang Sugar Industry Co., Ltd.

-

22,162.90

3

The Suphanburi Sugar Industry Co., Ltd.

-

13,068.56

4

Southeast Capital Co., Ltd.

-

9,040.88

5

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

-

7,021.60

6

Thai Beverage Can Co., Ltd.

-

1,097,960.97

7

Berli Jucker PCL

-

2,855,142.46

8

The Southeast Insurance Co., Ltd.

-

107,497.60

9

The Southeast Life Insurance Co., Ltd.

-

5,392.96

10

Thip Sugar Sukhothai Co., Ltd.**

-

23,922.05

11

New Noble Property and Loan Fund

-

15,816.00

12

TCC Hotel Collection Co., Ltd.

2,789.57

-

13

Siam Food Products PCL

3,596.40

-

14

Plantheon Trading Co., Ltd.

-

4,565,906.65

15

Thai Malaya Glass Co., Ltd.

1,449,438.30

-

16

Other

6,520.18

-

/ 214


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Thai Beverage Public Company Limited

D

Selling expenses

1

Southeast Capital Co., Ltd.

2

The Southeast Insurance Co., Ltd.

3

Thippatana Arcade Co., Ltd.

4

TCC PD 11 Co., Ltd.

5 6

Aggregate value of all interested persons transactions during the year ended 31 December 2011 under review (excluding transactions less than S$100,000* and transactions conducted under Shareholders’ Mandate)

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

Baht ´000

Baht ´000

-

10,530.94

-

11,216.64

5,334.02

-

10,080.00

-

AT Mediafront Co., Ltd.

2,973.95

-

Sea Food Beer Garden Co., Ltd.

3,146.40

-

E

Administrative expenses

1

Bang-Na Glass Co., Ltd.

-

4,789.50

2

PS Recycle Co., Ltd.

-

(5,820.88)

3

Southeast Capital Co., Ltd.

-

141,702.25

4

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

-

64,185.46

5

Berli Jucker PCL

-

10,808.37

6

The Southeast Insurance Co., Ltd.

-

21,893.08

7

The Southeast Life Insurance Co., Ltd.

-

8,636.10

8

N.C.C. Management and Development Co., Ltd.

-

3,605.05

9

Plaza Athenee Hotel (Thailand) Co., Ltd.

-

45,253.87

10

Suriwong Complex Co., Ltd.

2,988.66

-

11

Surasate Co., Ltd.

4,284.75

-

12

North Park Golf and Sports Club Co., Ltd.

13

TCC Hotel Collection Co., Ltd.

14

-

11,215.69

18,675.12

-

Dynamic Assets Property and Loan Fund

5,161.00

-

15

Best Wishes Co., Ltd

5,473.69

-

16

Best Fortune Property and Loan Fund

34,070.19

-

17

Thippatana Arcade Co., Ltd.

7,031.57

-

18

Samui Hotel And Resort Co., Ltd.

3,464.35

-

19

Eastern Chemical Co., Ltd.

24,007.50

-

20

Thai Malaya Glass Co., Ltd.

6,114.66

-

F

Purchase of assets

1

Southeast Capital Co., Ltd.

13,500.00

-

2

Berli Jucker PCL

10,282.88

-

3

Excellent Energy International Co., Ltd.

3,710.00

-

* Exchange rate Baht 24.61 per 1 SGD. ** Formerly : The Uttaradit Sugar Industry Co., Ltd. / 215


/ Interested Persons Transactions Report

This Appendix of the Proposed Amendment to and Renewal of the Shareholders’ Mandate for Interested Person Transactions (the “Shareholders’ Mandate”) will be proposed to the 2012 Annual General Meeting of Shareholders for consideration and approval.

Appendix Proposed Amendment to and 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 10, 2012 (the “Notice”), accompanying the 2011 Annual Report, convening the Annual General Meeting (“AGM”) of the Company to be held on April 27, 2012, and (b) Resolution No. 9 set out in the Notice.

2. Definitions

The following definitions, or such other definition as the SGX-ST may from time to time determine, shall apply throughout this Appendix (including the Schedules attached hereto), unless the context otherwise requires: “approved exchange’’

A stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to Chapter 9 of the Listing Manual

“associate”

(a) In relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual): (i)

his immediate family member (that is, the person’s spouse, child, adopted child, step-child, sibling and parent);

(ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and (b) in relation to a substantial shareholder or controlling shareholder (being a company), any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more “control”

The capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company

“controlling shareholder”

A person who: (a) holds directly or indirectly 15% or more of the total number of issued shares (excluding treasury shares) in the company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or (b) in fact exercises Control over the company

“Director”

A director of the Company

“Interested Person Transactions”

A transaction between an entity at risk and an interested person.

“interested persons”

A director, chief executive officer or controlling shareholder of the Company or an associate of any such director, chief executive officer or controlling shareholder.

“Listing Manual”

The listing manual of the SGX-ST

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Thai Beverage Public Company Limited

“Shareholders’ Mandate”

The general mandate previously approved by Shareholders and for which renewal is now being sought to permit the Company and its subsidiaries, to enter into certain types of recurrent transactions of a revenue or trading nature or those necessary for day-to-day operations with specified classes of the Company’s interested persons

“SGX-ST”

Singapore Exchange Securities Trading Limited

“subsidiary”

A company in which shares of an amount exceeding 50% of its paid up capital are held directly or indirectly by a company

3. Shareholders’ Mandate

Pursuant to the Company’s Prospectus dated May 19, 2006 (the “Prospectus”), approval of the Shareholders was deemed obtained for a shareholders’ mandate to enable the Company and its subsidiaries which are considered to be “entities at risk” within the meaning of Rule 904(2) of the Listing Manual, in their ordinary course of businesses, to enter into categories of Interested Person Transactions with specified classes of the Company’s interested persons, provided that such transactions are entered into on an arm’s length basis and on normal commercial terms. The details of the Interested Person Transactions and shareholders’ mandate were disclosed in pages 124 to 148 of the Prospectus. The said shareholders’ mandate was updated at the AGM held on April 20, 2007, April 28, 2008, April 29, 2009, April 29, 2010, and April 29, 2011 in the manner set out on pages 180 to 188, pages 201 to 212, pages 209 to 220, pages 199 to 213 and pages 203 to 213 of the Company’s annual reports for the financial year ended December 31, 2006, 2007, 2008, 2009 and 2010, respectively (the “Shareholders’ Mandate”).

4. Proposed Amendment to and Renewal of the Shareholders’ Mandate

4.1 The Company is proposing certain amendments to the classes of Mandated Interested Persons (as defined in the Shareholders’ Mandate): (a) The classes of Mandated Interested Persons will be expanded to include (i) direct and indirect subsidiaries of, and (ii) companies and/or juristic persons under the control of, interested persons set out in Schedule 2 to the Appendix. Transactions with Mandated Interested Persons are entered into by the Group in its ordinary course of business and are recurring transactions which occur with some degree of frequency and arise at any time or from time to time. In view of the time-sensitive and frequent nature of such Interested Person Transactions, the Company proposes to expand the classes of Mandated Interested Persons to include (i) direct and indirect subsidiaries of, and (ii) companies and/or juristic persons under the control of, interested persons set out in Schedule 2 to the Appendix, as Mandated Interested Persons. This would thus eliminate the need to convene separate general meetings to seek Shareholders’ approval when there is a potential Interested Person Transaction that is a Mandated Transaction (as defined below) with an interested person that is a subsidiary or company under the control of an existing Mandated Interested Person, 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. (b) The list of interested persons in Schedule 2 to the Appendix will be expanded to include Thai Malaya Glass Co., Ltd. (“Thai Malaya Glass”). The Company’s wholly-owned subsidiary, Thai Beverage Recycle Co., Ltd. (“Thai Beverage Recycle”), Berli Jucker Public Company Limited (“Berli Jucker PCL”), one of the Mandated Interested Persons and Thai Malaya Glass (a wholly-owned subsidiary of Berli Jucker PCL) had entered into a memorandum on September 26, 2011, which was approved by the Board of Directors and the Audit Committee (the “Memorandum”) to the Glass Bottle Purchase Agreement dated December 23, 2009 entered into between Thai Beverage Recycle and Berli Jucker PCL (the “Glass Bottle Purchase Agreement”). / 217


/ Interested Persons Transactions Report

The description of the Glass Bottle Purchase Agreement in paragraph (1)(c) of the section entitled “Review Procedures and Threshold Limits” of the Shareholders’ Mandate will also be amended accordingly to include reference to the Memorandum. Under the Memorandum, Thai Malaya Glass which engages in the production of glass bottles and containers, was included as one of the sellers of new glass bottles to Thai Beverage Recycle. Thai Malaya Glass is a wholly-owned subsidiary of Berli Jucker PCL and Mr. Charoen Sirivadhanabhakdi, our Chairman and controlling shareholder, and his spouse, Khunying Wanna Sirivadhanabhakdi, our Vice Chairman and controlling shareholder, are the ultimate shareholders of Thai Malaya Glass. Thai Malaya Glass is accordingly considered to be an interested person pursuant to the Listing Manual as it is an associate of a director and controlling shareholder of the Company. As Thai Malaya Glass is not currently included in the list of interested persons in Schedule 2 to the Appendix, the Company proposes that Thai Malaya Glass be included in the list of interested persons in Schedule 2 to the Appendix, as going forward, the Company expects to increase the purchase of glass bottles from Thai Malaya Glass for the following reasons: (i)

Thai Malaya Glass is able to supply a variety of glass bottles for the Group’s spirits, beer and non-alcoholic beverage businesses;

(ii) this enables the Group to diversify its procurement sources and thus ensures a continuity of glass bottle supply for the Group’s spirits, beer and non-alcoholic beverage businesses; and (iii) in relation to purchases of glass bottles for the Group’s breweries, the cost of transportation of the glass bottles is reduced as Thai Malaya Glass’ factory is located relatively near to the Group’s breweries. 4.2 The Company is also proposing to include a definition of “Group” to be used in and for the purposes of the Shareholders’ Mandate. This is to clarify that the Shareholders’ Mandate will apply to transactions between “entities at risk” as defined in Rule 904(2) of the Listing Manual and Mandated Interested Persons as the proposed definition of “Group” in the Shareholders’ Mandate will be consistent with the definition of “entities at risk” as defined in Rule 904(2) of the Listing Manual. The definition of “entities at risk” in the Shareholders’ Mandate will be deleted and a definition of “THBEV Group” will be included as consequential editorial amendments. The proposed amendments to the Shareholders’ Mandate are set out in Schedule 1 to the Appendix and are underlined or struck out (as applicable) for Shareholders’ ease of reference.

5. Details of the Shareholders’ Mandate

5.1 Details of the Shareholders’ Mandate, including the rationale for, and the benefits to, the Company, the review procedures for determining transaction prices with interested person and other general information relating to Chapter 9 of the Listing Manual, are set out in the Schedule 1 to this Appendix. 5.2 Other than the abovementioned amendments to the classes of Mandated Interested Persons as set out in paragraph 4 above, the other sections of the Shareholders’ Mandate, including the Mandated Transactions and the review procedures for Interested Person Transactions in respect of which the Shareholders’ Mandate is sought to be renewed remain unchanged and are set out in Schedule 1 to the Appendix. Hence the scope of the Shareholders’ Mandate should be read subject to the proposed amendments.

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Thai Beverage Public Company Limited

5.3 The Shareholders’ Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly, the Directors propose that the Shareholders’ Mandate as amended be renewed at the forthcoming AGM on April 27, 2012, to take effect until the next AGM of the Company. Approval from Shareholders will be sought for the renewal of the Shareholders’ Mandate at the next AGM and at each subsequent annual general meeting of the Company, subject to satisfactory review by the Audit Committee of its continued application to transactions with interested persons.

6. Independent Financial Adviser’s Opinion

6.1 SAC Capital Private Limited (“SAC Capital”) has been appointed the independent financial adviser in relation to the Shareholders’ Mandate. 6.2 Having considered, inter alia, the rationale for the Shareholders’ Mandate, the review procedures of the Company in relation to the Shareholders’ Mandate and the role of the Audit Committee in enforcing the Shareholders’ Mandate, SAC Capital is of the opinion that the review procedures established by the Company for determining the transaction prices of the Interested Person Transactions as set out under the Shareholders’ Mandate in Schedule 1 to the Appendix, if adhered to, are sufficient to ensure that the Interested Person Transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 6.3 The letter from SAC Capital to the Independent Directors dated April 10, 2012 is reproduced and attached in Schedule 3 to the Appendix.

7. Audit Committee Statement

The Audit Committee has reviewed the terms of the Shareholders’ Mandate as proposed to be amended and confirms that the review procedures established by the Company for determining the transaction prices of the Interested Person Transactions as set out under the Shareholders’ Mandate in Schedule 1 to the Appendix, if adhered to, 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 referred to in Schedule 1 to this Appendix 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.

8. Directors’ and Substantial Shareholders’ Interests

The interests of the directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at January 21, 2012 and March 12, 2012 respectively can be found in the Annual Report in respect of the financial year ended December 31, 2011 to be, or which has been, distributed to Shareholders.

9. Abstention from Voting

Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi who are Directors and controlling shareholders of the Company and, Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company and their respective associates will abstain from voting on Resolution No. 9 being the Ordinary Resolution relating to the proposed amendment to and renewal of the Shareholders’ Mandate in respect of their shareholdings in the Company, if any, at the 2012 AGM. Such interested persons will also not accept appointment as proxies for any Shareholder to vote on the said resolution unless specific voting instructions have been given by the Shareholder as to how he wants his votes to be cast in respect of the said resolution.

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/ Interested Persons Transactions Report

10. Independent Directors’ Recommendation

The Directors who are considered independent for the purposes of the proposed amendment to and renewal of the Shareholders’ Mandate are Mr. Komen Tantiwiwatthanaphan, Mr. Narong Srisa-an, Ms. Kanoknart Rangsithienchai, Mr. Sawat Sopa, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanakij, Gen. Dr. Choo-Chat Kambhu Na Ayudhya, Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Mr. Sakthip Krairiksh, 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 the Mandated Transactions described in Schedule 1 to this Appendix and with the Mandated Interested Persons is in the ordinary course of its business will enhance the efficiency of the Group and are in the best interests of the Company. For the reasons set out in Schedule 1 to this Appendix, the Independent Directors recommend that Shareholders vote in favour of Resolution No. 9, being the Ordinary Resolution relating to the proposed amendment to and renewal of the Shareholders’ Mandate at the 2012 AGM.

11. Directors’ Responsibility Statement

The Directors collectively and individually accept responsibility for the accuracy of the information given in the Appendix and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, the Appendix constitutes full and true disclosure of all material facts about the proposed amendment to and renewal of the Shareholders’ Mandate, the Company and its subsidiaries and the Directors are not aware of any facts the omission of which would make any statement in the Appendix misleading. Where information in the Appendix has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the circular in its proper form and context.

12. Consent

SAC Capital has given and has not withdrawn its written consent to the issue of this Appendix with the inclusion of its name, its letter to the Independent Directors dated April 10, 2012 and all references thereto, in the form and context in which they appear in the Appendix.

13. Action to Be Taken By Shareholders

Shareholders other than those who hold their shares in the Company through the CDP who are unable to attend the 2012 AGM and wish to appoint a proxy to attend and vote at the 2012 AGM on their behalf, will find, attached to the invitation to the 2012 AGM, a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event, (i) so as to arrive at the registered office of the Company at Sangsom Building, 14 Vibhavadi Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900, Thailand, for the attention of the Company Secretary, not later than 24 hours before the time fixed for the 2012 AGM or (ii) at the venue of the 2012 AGM before the AGM commences. The sending of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the AGM if he finds that he is able to do so. Shareholders with securities accounts maintained with CDP will find, attached to the Invitation to the 2012 AGM, a Voting Instructions Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event so as to arrive at CDP within 7 days before the time fixed for the 2012 AGM.

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Thai Beverage Public Company Limited

14. Documents available for inspection

The following documents are available for inspection at the registered ofďŹ ce of the Company at Sangsom Building, 14 Vibhavadi Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900, for the attention of the Company Secretary, during normal business hours for a period of three months from the date of this Appendix: (a) the letter from SAC Capital to the Independent Directors dated April 10, 2012; and (b) the letter of consent from SAC Capital.

15. Others

The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Appendix. If you are in any doubt as to the contents herein or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold all your ordinary shares in the Company, please forward this document to the purchaser or bank or stockbroker or agent through whom the sale was effected for onward transmission to the purchaser.

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SCHEDULE 1 TO THE APPENDIX General Mandate for Interested Person Transactions We anticipate that we would, in the ordinary course of business, continue to enter into certain transactions with our interested persons, including but not limited to those categories of transactions described below. In view of the time-sensitive nature of commercial transactions, it would be advantageous for us to obtain a shareholders’ mandate to enter into certain interested 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 person transactions which are of a revenue or trading nature or for those necessary for its day-to-day operations. These transactions may not include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. Pursuant to Rule 920(1) of the Listing Manual, a general mandate is subject to annual renewal. The information required by Rule 920(1)(b) is as follows: (a) the class of interested persons with which the Eentity Aat Rrisk (as defined below in Rule 904(2) of the Listing Manual) will be transacting; (b) the nature of the transactions contemplated under the mandate; (c) the rationale and benefit to the Entity At Risk; (d) the methods or procedures for determining transaction prices; (e) the independent financial adviser’s opinion on whether the methods or procedures in (d) above are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of our Company and our minority Shareholders (where applicable); (f) an opinion from our Audit Committee if it takes a different view to the independent financial adviser (where applicable); (g) a statement from us that we will obtain a new mandate from our Shareholders if the methods or procedures in (d) above become inappropriate; and (h) a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain, from voting on the resolution approving the transaction. The Shareholders’ Mandate, if renewed, will be effective until the next annual general meeting. Entities At Risk For the purposes of the Shareholders’ Mandate, •

“Group” means our Company its subsidiaries and associated companies which are considered “entities at risk” within the meaning of Rule 904(2) of the Listing Manual; and

“THBEV Group” means our Company and its subsidiaries.

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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.

Classes of Mandated Interested Persons The Shareholders’ Mandate will apply to our Group’s transactions with: (a) the list of interested persons as set out in the Schedule 2 to the Appendix – List of Our Interested Persons and Mandated Interested Persons; and (b) (i) direct and indirect subsidiaries of, and (ii) companies and/or juristic persons under the control of, interested persons set out in Schedule 2 to the Appendix, (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 procurement services, services relating to provision of accommodation, vehicles and facilities for the directors of the Company and/or subsidiaries, staff training, telecommunications and software licensing, marketing and advertising and management services and services for the manufacturing and distributorship of products; (e) obtaining from 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;

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(h) sale to interested persons of molasses and by-products including fertilizer, used bottles, and factory remnants such as aluminium and glass remnants and scrap paper; (i)

sale to interested persons of our beer, spirits, water, soda and other products; and

(j)

provision or the obtaining of such other products and/or services which are incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a) to (i) above.

Rationale for the Benefits of the Shareholders’ Mandate The transactions with the Mandated Interested Persons are entered into or to be entered into by our Group in its ordinary course of business. They are recurring transactions that are likely to occur with some degree of frequency and arise at any time and from time to time. Our Directors are of the view that it will be beneficial to our Group to transact or continue to transact with the Mandated Interested Persons. Our Directors believe that our Group will be able to benefit from its transactions with the Mandated Interested Persons. The Shareholders’ Mandate and the renewal of the Shareholders’ Mandate on an annual basis will eliminate the need to convene separate general meetings from time to time to seek Shareholders’ approval as and when potential interested persons transactions with the Mandated Interested Persons arise, thereby reducing substantially the administrative time and expenses in convening general meetings, without compromising the corporate objectives or adversely affecting the business opportunities available to us. The Shareholders’ Mandate is intended to facilitate transactions in our ordinary course of business which are transacted from time to time with the Mandated Interested Persons, provided that they are carried out on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. Disclosure will be made in the format required by the Listing Manual, and to the extent required by the SGX-ST, of the aggregate value of interested person transactions conducted pursuant to the Shareholders’ Mandate during the current financial year, and in the annual reports for the subsequent financial years during which the Shareholders’ Mandate is in force. Review Procedures for Interested Person Transactions Our Audit Committee has oversight of all Interested Person Transactions undertaken by our Group including, the review and where required, approval of such transactions. For this purpose, our Board of Directors has appointed Mr. Ng Tat Pun, an independent non-executive Director and member of the Audit Committee, to lead the Audit Committee in its role in respect of Interested Person Transactions undertaken by our Group (the “Lead Independent Director for IPTs”). We have also established the following procedures to ensure that the Interested Person Transactions are undertaken on an arm’s length basis and on normal commercial terms. Review Procedures and Threshold Limits In general, there are procedures established by our Group to ensure that Interested Person Transactions, including the Mandated Transactions with the Mandated Interested Persons, are undertaken on an arm’s length basis and on normal commercial terms consistent with our Group’s usual business practices and policies, and on terms which are generally no more favorable to the interested persons than those extended to or obtained from unrelated third parties. In particular, the following review procedures have been implemented:

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(1) Procurement and purchase of goods and obtaining services (a) All procurement and purchases made by our Group of a recurring nature which are in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group, including procurement and purchases which are Mandated Transactions with Mandated Interested Persons (such as the transactions referred to in paragraphs (a), (b), (c), (d) and (j) above under “General Mandate for Interested Person Transactions - Mandated Transactions”) will be governed by internal control procedures, which detail matters such as the constitution of internal approving authorities, their approval limits, the number of vendors (minimum of two) who provide us quotes, and the review procedures. The guiding principle is to objectively obtain the best goods and/or services on the best terms through competitive quotations, if appropriate. In determining whether the price and terms offered by interested persons are fair and reasonable, factors such as, but not limited to, delivery schedules, specification compliance, track record, experience and expertise, preferential rates, discounts or rebates offered for bulk purchases, will be taken into consideration. In addition, each interested person transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding approving authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transactions (the “Relevant Approving Authority”) as follows: Approval Limits

Relevant Approving Authority

Interested person transaction not exceeding Baht 500,000 in value

A deputy managing director or officer of equivalent rank

Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value

A managing director or officer of equivalent rank

Interested person transaction above Baht 5 million but not exceeding Baht 10 million in value

A vice-chairman or officer of equivalent rank

Interested person transaction above Baht 10 million but not exceeding Baht 20 million in value

A chairman

Interested person transaction above Baht 20 million but not exceeding 3% of the latest audited net tangible assets of the THBEV Group in value

Any two vice-chairmen and/or chairmen or officers of equivalent rank

Interested person transaction above 3% of the latest audited net tangible assets of the THBEV Group in value

Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

In relation to paragraph (j) above under “General Mandate for Interested Person Transactions - Mandated Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a), (b), (c) and (d) above under “General Mandate for Interested Person Transactions - Mandated Transactions.” (b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of similar products and services (taking into account quantum, specifications and delivery schedules among others), or if the product is proprietary in nature), based on the value of the proposed interested person transaction, the corresponding Relevant Approving Authority as set out above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable. / 225


/ Interested Persons Transactions Report

(c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated December 23, 2009 entered into between Thai Beverage Recycle Co., Ltd. (former name was Bang-Na Logistic Co., Ltd.) and Berli Jucker Public Company Limited and the memorandum thereto entered into on September 26, 2011 between Thai Beverage Recycle Co., Ltd. and Thai Malaya Glass Co., Ltd. (the “Glass Bottle Purchase Agreement”) will be covered under the Shareholders’ Mandate, provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any adjustment authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of tenure of the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee. (2) Other Interested Person Transactions of a recurring nature (a) We intend to conduct other interested person transactions not covered by paragraph (1) above which are of a recurring nature and that occur in the ordinary course of business of our Group. These transactions are necessary for the day-to-day operations of our Group and include the sale of products and provisions of services to interested persons and lease or sub-lease of property to or from interested persons and the Mandated Transactions with Mandated Interested Persons referred to in paragraphs (e), (f), (g), (h), (i) and (j) under “General Mandate for Interested Person Transactions - Mandated Transactions” above. We intend to conduct these transactions at the prevailing market rates or prices of the product or service to be provided, and at prevailing market rentals for leases and sub-leases of property, on terms no more favorable to the interested person than the usual commercial terms extended to or, where applicable, by unrelated third parties (including, where applicable, preferential rates, discounts to favored customers or for bulk purchases) or otherwise in accordance with applicable industry norms, provided that: (i)

in relation to the sale of products and provision of services which are not contemporaneously in time as the proposed interested person transaction being sold or provided to an unrelated third party, quotes from at least two other suppliers who are unrelated third parties not being the relevant interested person or his associates of similar products or services will be obtained; and

(ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords and/or tenants who are unrelated third parties not being the relevant interested person or his associates of similarly sized and located properties put to similar use. In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding Relevant Approving Authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transactions as follows: Approval Limits

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Relevant Approving Authority

Interested person transaction not exceeding Baht 200,000 in value

A deputy managing director or officer of equivalent rank

Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value

A managing director or officer of equivalent rank

Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value

A vice chairman or officer of equivalent rank

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

A chairman

Interested person transaction above 3% of the latest audited net tangible assets of the THBEV Group in value

Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs


Annual Report 2011

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Thai Beverage Public Company Limited

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

A deputy managing director or officer of equivalent rank

Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value

A managing director or officer of equivalent rank

Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value

A vice chairman or officer of equivalent rank

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

A chairman

Interested person transaction above 3% of the latest audited net tangible assets of the THBEV Group in value

Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

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In the event that these interested person transactions require the approval of our Shareholders, additional information may be required to be presented to Shareholders and an independent financial adviser may be appointed for an opinion. Other Review Procedures Our Audit Committee led by the Lead Independent Director for IPTs will also review all interested person transactions including, Mandated Transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with. Our Group has also implemented the following procedures for the identification of interested person transactions (including Mandated Transactions) and interested persons (including Mandated Interested Persons) and the recording of all our interested person transactions: (a) our Group Chief Financial Officer will maintain a register of all transactions carried out with interested persons, including the Mandated Interested Persons (and the basis, including the quotations obtained to support such basis, on which these transactions are entered into), whether mandated or non-mandated; and (b) on a quarterly basis, our Group Chief Financial Officer will submit a report to our Audit Committee of all recorded interested person transactions, and the basis of all recorded interested person transactions, entered into by our Group. Our Company’s annual internal audit plan will incorporate a review of all interested person transactions, including the established review procedures for the monitoring of the interested person transactions including Mandated Transactions, entered into or existing interested person transactions that are renewed or revised during the current financial year, pursuant to the Shareholders’ Mandate. In addition, our Audit Committee led by the Lead Independent Director for IPTs will review, on a quarterly basis, internal controls and review procedures for interested person transactions to determine if they are adequate and/or commercially practicable in ensuring that the transactions between our Group and interested persons are conducted on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. In conjunction with this review, our Audit Committee will also ascertain whether we have complied with the established review procedures. Further, if during these periodic reviews by our Audit Committee, our Audit Committee is of the view that the internal controls and review procedures for interested person transactions are inappropriate or not sufficient to ensure that the interested person transactions will be on normal commercial terms and not prejudicial to the interests of our Company and our minority Shareholders, our Audit Committee will (pursuant to Rule 920(1)(b)(iv) and (vii) of the Listing Manual) revert to our Shareholders for a new Shareholders’ Mandate based on new internal controls and review procedures for transactions with the Mandated Interested Persons. During the period prior to obtaining a new mandate from Shareholders, all transactions with interested persons will be subject to prior review and approval by the Audit Committee. For the purposes of the above review of the internal controls and review procedures, any member of our Audit Committee who is not considered independent will abstain from participating in the Audit Committee’s review of the internal controls and review procedures. Our Audit Committee will have overall responsibility for determining the review procedures with the authority to delegate to individuals or committees within our Group as they deem appropriate.

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SCHEDULE 2 TO THE APPENDIX List of our Mandated Interested Persons

1.

TCC Holding Co., Ltd.

24.

Plaza Athenee Hotel (Thailand) Co., Ltd.

2.

Bang-Na Glass Co., Ltd.

25.

Queen’s Park Hotel Co., Ltd.

3.

Berli Jucker Cellox Co., Ltd.

26.

Regent Gold Property Fund

27.

Siam Realty Co., Ltd.

(1)

4.

BJC Industrial and Trading Company Limited

5.

Berli Jucker Foods Co., Ltd.

28.

Southeast Capital Co., Ltd.

6.

Berli Jucker Logistics Co., Ltd.

29.

The Southeast Insurance Co., Ltd. (4)

7.

Berli Jucker Public Company Limited

30.

The Southeast Life Insurance Co., Ltd.

8.

Berli Jucker Specialties Co., Ltd.

31.

The Suphanburi Sugar Industry Co., Ltd.

9.

BJC Marketing Co., Ltd.

32.

T.C.C. Service Apartment Co., Ltd. (5)

10.

BJC Healthcare Co., Ltd. (2)

33.

Terragro Co., Ltd. (6)

11.

Chalitlarp Co., Ltd.

34.

Southeast Group Co., Ltd. (7)

12.

Permkha Commercial Co., Ltd. (3)

35.

T.C.C. Commercial Property Management Co., Ltd.

13.

Golden Wealth Co., Ltd.

36.

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

14.

Indara Insurance Public Company Limited

37.

Thai Beverage Can Co., Ltd.

15.

Lake View Golf and Yacht Club Co., Ltd.

38.

The Chonburi Sugar Corporation Limited

16.

Lake View Land Co., Ltd.

39.

Thai Glass Industries Public Company Limited

17.

Mae Ping Hotel (1988) Co., Ltd.

40.

The Maewang Sugar Industry Co., Ltd.

18.

N.C.C. Management and Development Co., Ltd.

41.

The New Imperial Hotel Public Company Limited

19.

New Noble Property and Loan Fund

42.

Thip Sugar Sukhothai Co., Ltd. (8)

20.

Nongkhai Country Golf Club Co., Ltd.

43.

Plantheon Trading Co., Ltd.

21.

North Park Golf and Sports Club Co., Ltd.

44.

Thai Alcohol Public Company Limited

22.

PS Recycle Co., Ltd.

45.

Thai Malaya Glass Co., Ltd.

23.

Pisetkij Co., Ltd.

Note (1) (2) (3) (4) (5) (6) (7) (8)

Its former name was BJC Engineering Co., Ltd. Its former name was BJC Trading Co., Ltd. Its former name was Dhipaya Sugar (1999) Co., Ltd. Its former name was The Southeast Insurance (2000) Co., Ltd. Its former name was Tara Hotel Co., Ltd. Its former name was T.C.C. Agro Co., Ltd. Its former name was T.C.C. Capital Co., Ltd. Its former name was The Uttaradit Sugar Industry Co., Ltd.

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/ Announcements to SGX in 2011

Announcements to SGX in 2011

Compliance with Singapore Exchange Regulations and Best Practices The Company recognizes the importance of the transparency of information disclosure. In 2011, the Company made 108 announcements via SGX-NET categorized as follows: 1. 4 announcements of quarterly and full year financial statements. 2. 64 notices of substantial shareholders’ and directors’ interests and changes in interest. When the Company Secretary was informed of the changes in interest of any director(s), the Company Secretary also reported such information to other directors. 3. 4 announcements/reports involving with occupying the positions of Directors and Executives of Thai Beverage Public Company Limited: 3.1 3.2 3.3 3.4

Report of persons occupying a managerial position who are related to a director, CEO, or substantial shareholder. Cessation of Mr. Somchai Suthikulpanit from Senior Vice President – Non-Alcohol Production in February 2011. Appointment of Mr. Karn Chitaravimol as Senior Vice President – Non-Alcohol Production in February 2011. Cessation of Mr. Chukiet Tangpongprush from Director and 6th Executive Vice Chairman in August 2011.

4. 4 announcements of acquisitions and realizations of assets and related matters of other companies resulting from acquisitions by Company’s subsidiary; which is, the acquisitions of shares and the result of tender offer report of Serm Suk Public Company Limited by Thai Beverage Logistics Co., Ltd., and from the incorporation of indirect wholly owned subsidiary which is International Beverage Trading Limited in Bermuda, as well as the cessation of Inver House Polska Limited, the indirect subsidiary of International Beverage Holdings Limited. 5. 32 miscellaneous announcements to either conform with the regulations of the SGX or to give information to investors, involving the details of the internal transfer of equity interest for the purpose of revising the structure of these subsidiaries, the capital increases of the Company’s subsidiaries, the notice of book closure date for determination of rights of shareholders, the acceptance of the medium term and long-term loans, a summary of business performance results for each quarter for investors, and report about the Company and its subsidiaries.

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Thai Beverage Public Company Limited

General Corporate Information Based on the Organization Structure

Business Contact Company Name Thai Beverage Public Company Limited

Address

Telephone

Fax

Remark

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

(02) 127 5555 (02) 785 5555

(02) 785 5882

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

(02) 785 5555

(02) 785 5885

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

(055) 728 400-15

(055) 728 416

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

(02) 785 5555

(02) 785 5885

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

(035) 289 333-45

(035) 289 371

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

(02) 785 5555

(02) 785 5885

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

(035) 362 175-8

(035) 362 179

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

(02) 785 5555

(02) 785 5885

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

(02) 278 4321 Ext. 4128

(02) 278 4381

49 Moo 4, Tambon Hormkret Amphoe Sampran, Nakhon Pathom 73110

(034) 321 778-9

(034) 321 777

Factory 1

37/3 Moo 7, Tambon Wangkhanai Amphoe Thamuang, Kanchanaburi 71110

(034) 611 053

(034) 611 778

Factory 2 Factory

Brewery Group 1.

2.

3.

4.

Beer Thai (1991) Public Company Limited

Beer Thip Brewery (1991) Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Vidhayathan Co., Ltd.

Factory

Factory

Factory

Distillery Group 1.

Sangsom Co., Ltd.

2.

Fuengfuanant Co., Ltd.

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

(037) 285 016-20

(037) 285 237

3.

Mongkolsamai Co., Ltd.

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

(02) 278 4321 Ext. 4120

(02) 278 4381

149 Moo 5, WangseesoobNgew-Ngam Road, Tambon Phajuk Amphoe Muang Uttaradit Uttaradit 53000

(055) 449 126-30

(055) 449 131

Factory

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

(053) 849 550-4

(053) 849 555

Factory

4.

Thanapakdi Co., Ltd.

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/ General Corporate Information

Business Contact Company Name

Address

5.

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

(02) 278 4321 Ext. 4115

(02) 278 4381

50 Moo 7, Tambon Wangkhanai Amphoe Thamuang, Kanchanaburi 71110

(034) 611 783-5

(034) 611 786

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

(02) 278 4321 Ext. 4114

(02) 278 4381

488 Moo 1, Tambon Wangdong Amphoe Muang Kanchanaburi Kanchanaburi 71190

(034) 527 100

(034) 527 111

Factory

Factory

6.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipharat Co., Ltd.

Telephone

Fax

Remark

Factory

7.

Sura Bangyikhan Co., Ltd.

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

(02) 598 2850-9

(02) 598 2858

8.

Mekhong Distillery Limited

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

(02) 278 4321

(02) 278 4381

9.

Athimart Co., Ltd.

170 Moo 11, Tambon Nikhom Amphoe Satuek, Buri Rum 31150

(044) 681 010-2 (044) 681 223-4 (044) 627 200-1

(044) 627 202

Factory

10. S.S. Karnsura Co., Ltd.

101 Moo 8, Tambon Kaeng Dom Amphoe Sawang Wirawong Ubon Ratchathani 34190

(045) 426 532-5

(045) 426 537

Factory

11. Kankwan Co., Ltd.

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

(02) 278 4325

(02) 278 4381

309 Moo 6, Nampong-Kranuan Road Tambon Nampong, Amphoe Nampong Khon Kaen 40310

(043) 441 013-5

(043) 441 017 (043) 441 438

Factory

12. Theparunothai Co., Ltd.

99 Moo 4, Tambon Hat Kham Amphoe Muang Nong Khai Nong Khai 43000

(042) 449 711-13 (042) 449 715

(042) 449 714

Factory

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

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

(02) 278 4321

(02) 278 4381

8 Moo 5, Setthakit 1 Road Tambon Nadee Amphoe Muang Samut Sakhon Samut Sakhon 74000

(034) 830 213-6

(034) 830 213-6

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

(02) 278 4321

(02) 278 4381

54 Moo 2, Sukhaphibal Road Tambon Nakhon Chai Si Amphoe Nakhon Chai Si Nakhon Pathom 73120

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

(034) 331 955

Factory

15. Simathurakij Co., Ltd.

1 Moo 6, Tambon Ban Daen Amphoe Banphot Phisai Nakhon Sawan 60180

(056) 279 088-9

(056) 350 660

Factory

16. Nateechai Co., Ltd.

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

(02) 278 4321

(02) 278 4381

1 Moo 2, Highway No. 41 Road Tambon Tharongchang Amphoe Punpin, Surat Thani 84130

(077) 357 170-3

(077) 357 174

14. United Winery and Distillery Co., Ltd.

/ 232

Factory

Factory


Annual Report 2011

/

Thai Beverage Public Company Limited

Business Contact Company Name

Address

Telephone

Fax

17. Luckchai Liquor Trading Co., Ltd.

46 Moo 1, Tambon Nong Klang Na Amphoe Muang Ratchaburi Ratchaburi 70000

(032) 741 761-2

(032) 741 763

18. Sura Piset Pattharalanna Co., Ltd.

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

(02) 278 4321

(02) 278 4381

19. United Products Company Limited

56 Sukhaphibal Road Tambon Nakhon Chai Si Amphoe Nakhon Chai Si Nakhon Pathom 73120

(034) 331 157

(034) 331 787

Remark Factory

Factory

Sales Group Beer Group 1.

Pomthip Co., Ltd.

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

(02) 785 7441

(02) 973 4658

2.

Pomkit Co., Ltd.

523/1 Moo 3, Tambon Joho Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30310

(044) 955 101-3

(044) 955 104-5

3.

Pomklung Co., Ltd.

22/1 Soi 2 (Paprao) Paprao Road, Tambon Padad Amphoe Muang Chiang Mai Chiang Mai 50100

(053) 275 211

(053) 275 211 Ext. 212

4.

Pomchok Co., Ltd.

16/1 Moo 1, U Thong Road Tambon Tha Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

(035) 241 032

(035) 241 032 Ext. 211

5.

Pomcharoen Co., Ltd.

135/3 Moo 4, Kanchanavithi Road Tambon Bang Kung Amphoe Muang Surat Thani Surat Thani 84000

(077) 914 242

(077) 914 248

6.

Pomburapa Co., Ltd.

51/42 Moo 3, Sukhumvit Road Tambon Ban Suan Amphoe Muang Chon Buri Chon Buri 20000

(038) 287 268

(038) 273 205

7.

Pompalang Co., Ltd.

439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen Khon Kaen 40000

(043) 224 222-4

(043) 340 438

8.

Pomnakorn Co., Ltd.

85/35, 85/36 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi Ratchaburi 70000

(032) 312 772-4

(032) 312 770-1

Liquor Marketing Group 1.

Num Yuk Co., Ltd.

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

(02) 785 7441

(02) 973 4658

2.

Num Kijjakarn Co., Ltd.

523/1 Moo 3, Tambon Joho Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30310

(044) 955 100-3 Ext. 2050

(044) 955 107

3.

Num Palang Co., Ltd.

22/1 Soi 2 (Paprao) Paprao Road, Tambon Padad Amphoe Muang Chiangmai Chiangmai 50100

(053) 275 211

(053) 275 211 Ext. 212

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/ General Corporate Information

Business Contact Company Name

Address

Telephone

Fax

4.

Num Muang Co., Ltd.

16/2 Moo 1, U Thong Road Tambon Tha Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

(035) 242 691

(035) 241 032

5.

Num Nakorn Co., Ltd.

149/3 Chulachomklao Road Tambon Tha Kham, Amphoe Phun Phin Surat Thani 84130

(077) 224 771-4

(077) 224 775

6.

Num Thurakij Co., Ltd.

51/40-41 Moo 3, Sukhumvit Road Tambon Ban Suan Amphoe Muang Chon Buri Chon Buri 20000

(038) 287 268-9

(038) 272 525

7.

Numrungrod Co., Ltd.

439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen Khon Kaen 40000

(043) 224 222-4

(043) 220 222

8.

Numthip Co., Ltd.

85/33, 85/34 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi Ratchaburi 70000

(032) 312 772-4

(032) 312 770-1

Sole Agent Group 1.

Thipchalothorn Co., Ltd.

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

(02) 785 5555

(02) 617 9688

2.

Krittayabun Co., Ltd.

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

(02) 785 5555

(02) 617 9688

3.

Surathip Co., Ltd.

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

(02) 785 5555

(02) 617 9688

4.

Sunthornpirom Co., Ltd.

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

(02) 785 5555

(02) 617 9688

5.

Piromsurang Co., Ltd.

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

(02) 785 5555

(02) 617 9688

Marketing Group 1.

Thai Beverage Marketing Co., Ltd.

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

(02) 785 5555

(02) 785 5929

2.

Chang International Co., Ltd.

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

(02) 785 5555

(02) 785 5929

3.

Chang Corp Co., Ltd.

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

(02) 785 5555

(02) 785 5929

4.

Dhospaak Co., Ltd.

1 East Water Building, 20th Floor Soi Vibhavadi-Rangsit 5 Chomphon Sub-District Chatuchak District Bangkok 10900

(02) 785 5555

(02) 785 5980

Related Business Group 1.

Thai Beverage Energy Co., Ltd.

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

(02) 785 7000

(02) 785 7125

2.

Thai Molasses Co., Ltd.

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

(02) 785 7000

(02) 785 7148

/ 234

Remark


Annual Report 2011

/

Thai Beverage Public Company Limited

Business Contact Company Name

Address

Telephone

Fax

3.

Feed Addition Co., Ltd.

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

(02) 785 7000

(02) 785 7165

4.

Pan International (Thailand) Co., Ltd.

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

(02) 785 7000

(02) 785 7320-2

5.

Charun Business 52 Co., Ltd.

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

(02) 785 7131-4

(02) 785 7125

6.

Thai Cooperage Co., Ltd.

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

(02) 785 5555

(02) 785 5885

7.

Thai Beverage Recycle Co., Ltd.

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

(02) 785 7032

(02) 785 7085

8.

Thai Beverage Logistics Co., Ltd.

1 East Water Building Soi Vibhavadi-Rangsit 5 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5975

9.

Dhanasindhi Co., Ltd.

14 Soi Yasoop 1, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7185

Remark

Non-Alcohol Beverage Business Group 1.

Wrangyer Beverage (2008) Co., Ltd.

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

(02) 785 7000

(02) 785 7025

2.

Thai Drinks Co., Ltd.

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

(02) 785 7000

(02) 785 7025

3.

SPM Foods and Beverages Company Limited

79 Moo 3, Tambon Lamlookbua Amphoe Dontoom Nakhon Pathom 73150

(034) 993 355

(034) 993 354

Factory

Factory

Group of Listed Companies on the Stock Exchange in Thailand Oishi Group 1.

Oishi Group Public Company Limited

9 UM Tower Building, 20th Floor Ramkhamhaeng Road Suan Luang Sub-District Suan Luang District Bangkok 10250

(02) 785 8888

(02) 717 3920

2.

Oishi Trading Co., Ltd.

9 Ramkhamhaeng Road Suan Luang Sub-District Suan Luang District Bangkok 10250

(02) 785 8000

(02) 785 8035-7

3.

Oishi Ramen Co., Ltd.

444 1st Floor, Room No. 1 A 08-09 Phaya Thai Road, Wangmai Sub-District Pathumwan District, Bangkok 10330

(02) 785 8888

(02) 717 3920

Serm Suk Group* 1.

Serm Suk Public Company Limited

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

(02) 693 2255-65

(02) 693 2266

2.

Serm Suk Holdings Co., Ltd.

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

(02) 693 2255-65

(02) 693 2266

/ 235


/ General Corporate Information

Business Contact Company Name

Address

Telephone

Fax

3.

Serm Suk Beverage Co., Ltd.

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

(02) 693 2255-65

(02) 693 2266

4.

Petform (Thailand) Co., Ltd.

85 Moo 11, Bang Nga-Tha Khlong Road Tambon Khao Samo Khon Amphoe Tha Wung, Lop Buri 15150

(02) 661 6661

(02) 661 6664-5

Remark

* Thai Beverage Logistics Co., Ltd. acquired shares of Serm Suk Public Company Limited by a voluntary tender offer which was completed on October 19, 2011. As a result, Serm Suk Public Company Limited, Serm Suk Holdings Co., Ltd. and Serm Suk Beverage Co., Ltd. were included as subsidiaries, and Petform (Thailand) Co., Ltd. was included as associate of ThaiBev Group. Others 1.

Thai Beverage Training Co., Ltd.

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

(02) 785 7341

02 785 7345

2.

Thai Thum Distillery Co., Ltd.

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

(02) 278 4321

(02) 278 4381

NonTrading

3.

Sura Piset Sahasan Co., Ltd.

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

(02) 278 4321

(02) 278 4381

NonTrading

4.

Sura Piset Samphan Co., Ltd.

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

(02) 278 4321

(02) 278 4381

NonTrading

Trademark Group 1.

Thai Beverage Brands Co., Ltd.

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

(02) 785 5555

(02) 617 9688

2.

Archa Beer Co., Ltd.

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

(02) 785 5555

(02) 617 9688

3.

Beer Chang Co., Ltd.

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

(02) 785 5555

(02) 617 9688

4.

Chang Beer International Co., Ltd.

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

(02) 785 5555

(02) 617 9688

International Business Group 1.

International Beverage Holdings Limited

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

(852) 2375 6648

(852) 2375 6188

2.

InterBev (Singapore) Limited

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

(65) 6435 2880

(65) 6536 9930

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

(65) 6509 3410

(65) 6265 1819

3.

InterBev (Cambodia) Co., Ltd.

No. 35, Street 322 Sangkat Boeung Keng Kang 1 Khan Chamkamon, Phnom Penh Cambodia

(855) (23) 727 424

(855) (23) 727 424

4.

InterBev Malaysia Sdn. Bhd.

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

(603) 7960 1839

(603) 7960 3361

Suite 6.01, 6th Floor Plaza See Hoy Chan Jalan Raja Chulan 50200 Kuala Lumpur Malaysia

(603) 2050 1888

(603) 2031 8618

/ 236

Dormant


Annual Report 2011

/

Thai Beverage Public Company Limited

Business Contact Company Name

Address

Telephone

Fax

5.

Best Spirits Company Limited

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

(852) 2375 6648

(852) 2375 6188

6.

International Beverage Holdings (UK) Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 779001

7.

International Beverage Holdings (China) Limited

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

(852) 2375 6648

(852) 2375 6188

8.

Super Brands Company Pte. Ltd.

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

(65) 6435 2880

(65) 6536 9930

9.

Beer Chang International Limited

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

(65) 6435 2880

(65) 6536 9930

10. International Beverage Trading Limited*

XL House, One Bermudiana Road Hamilton HM 11, Bermuda

(1) 441 292 7337

(1) 441 295 5655

11. International Beverage Holdings Limited USA, Inc.

275 Madison Avenue, Suite 701 New York, NY 10016

(1) 646 896 3800

(1) 646 896 3801

12. Blairmhor Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

13. Inver House Distillers Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

14. InterBev Trading (China) Limited

Room 01-03, Level 1, No. 63 Kunluo Road Shuangjiang Town, Eshan County Yuxi City, Yunnan, China 653200

(89) 8774 010319

(86) 8774 010319

15. Yunnan Yulinquan Liquor Co., Ltd.

Yulin Village, Shuangjiang Town Eshan County, Yuxi City, Yunnan China 653200

(86) 8774 022068

(86) 8774 022199

Remark

NonTrading

16. Blairmhor Distillers Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

17. Wee Beastie Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

18. Moffat & Towers Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

19. Glen Calder Blenders Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

20. Hankey Bannister & Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

21. R Carmichael & Sons Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

22. J MacArthur Jr & Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

23. Mason & Summers Limited

10 Foster Lane, London, EC2V 6HH, England

(44) 1236 769377

(44) 1236 769781

Dormant

24. James Catto & Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

25. The Knockdhu Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

26. Speyburn-Glenlivet Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

27. The Pulteney Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

28. The Balblair Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

29. Liquorland Limited

8 Westbank Road, Belfast, BT3 9JL Northern Ireland

(44) 289 077 3990

(44) 289 037 0566

30. Inver House Distribution SA

Avenue des Tilleuls, 62140 Marconne, France (33) 2 181 6170

(33) 2 181 1321

Dormant

* Incorporated in Bermuda on January 5, 2011.

/ 237


Legal Advisor Weerawong, Chinnavat & Peangpanor Ltd. 22nd Floor, Mercury Tower 540 Ploenchit Road Lumpini, Pathumwan Bangkok 10330

Compliance Advisor Allen & Overy LLP 50 Collyer Quay #09-01 OUE Bayfront Singapore 049321

Certified Public Accountant Ms. Nittaya Chetchotiros (CPA No. 4439) or Mr. Nirand Lilamethwat (CPA No. 2316) or Ms. Orawan Sirirattanawong (CPA No. 3757) of KPMG Phoomchai Audit Ltd. has been appointed as Company Auditor on April 29, 2011.

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Thbev 11  

THBEV_2011 Thai Beverage PCL Annual Report 2011

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