annual report 2011 BUILDING ON OUR STRENGTHS

Singapore Press Holdings Limited 1000 Toa Payoh North News Centre Singapore 318994 www.sph.com.sg Singapore Press Holdings Co. Reg. No. 198402868E annual report 2011 Corporate PROFILE Singapore Press Holdings (SPH) is Southeast Asia’s with NTUC Media. Both channels leverage on the brand leading media organisation, engaging minds and enriching name and resources of our print newsrooms, giving them lives across multiple languages and platforms. that unique edge.

We publish 18 newspaper titles in four languages and SPH has a 20 per cent stake in MediaCorp TV Holdings Pte more than 100 periodicals. Every day, 3 million individuals, Ltd, which operates free-to-air channels 5, 8, and Channel or 77 per cent of people above 15 years old, read one U, and a 40 per cent stake in MediaCorp Press Ltd, of our publications. The online editions of our main which publishes the free newspaper, Today. newspapers enjoy over 265 million page views with 18 million unique visitors every month. SPH’s events subsidiary Sphere Exhibits organises innovative consumer and trade events and exhibitions. Our success is built on the long history and rich heritage SPH MediaBoxOffice Pte Ltd (SPHMBO) is the leading Digital of our two flagship newspapers – , Out-of-Home advertising company in Singapore. Its digital the English-language daily and , the Chinese- network comprises eight large outdoor LED screens at strategic language daily. The other two dailies, Berita Harian and locations (e.g. Orchard Road, Raffles Place, etc.) and more , remain the staple for the Malay-speaking than 450 plasma and LCD screens in shopping centres, and Tamil-speaking communities respectively. These four banks, and petrol stations island-wide. It also operates large- major newspapers, together with and format billboards, banners and other static media platforms. The Business Times, also provide online news to SPH’s SPHMBO also has a dedicated team of professionals that Internet portal, . SPH has also launched The offers customised event management services to advertisers. Straits Times’ iPad and enhanced iPhone applications and The Business Times Weekend’s iPad application. On the property front, SPH owns and manages Paragon, the prime retail and office complex in the heart of Orchard Apart from AsiaOne, SPH’s online and new media initiatives Road, Singapore’s main shopping belt. SPH’s wholly- include an online marketplace for products, services and owned subsidiary, Times Development Pte Ltd, has also employment, ST701; Stomp (Straits Times Online Mobile developed a 43-storey upmarket residential condominium, Print), a portal that connects, engages and interacts with Sky@eleven, at Thomson Road. The Clementi Mall, readers on the Web and via mobile phone messaging; SPH’s latest retail mall, was opened in 2011. omy.sg, a bilingual news and interactive portal and The Straits Times RazorTV, a free access interactive webcast As an industry leader, SPH is an active corporate citizen service offering live chat shows and video-on-demand clips. and supports various community and charity causes, ranging from education, arts and culture, wildlife conservation We also operate two popular radio channels, 91.3 FM and sports. It has won many awards and accolades for its in English and Radio 100.3 in Mandarin, under an 80 per extensive corporate social responsibility efforts. cent-owned joint venture company, SPH UnionWorks, More information can be found on www.sph.com.sg

This annual report was produced by the Corporate Communications Division

Special thanks to our models: Ng Tze Yong Social Media Editor The Straits Times Natasha Chiam Beauty Writer Female Jennani Durai Journalist The Straits Times Azhar Kasman Deputy Editor Stomp OUR MISSION To Inform, Educate & Entertain SPH BRAND ESSENCE Engaging Minds, Enriching Lives SPH BRAND STATEMENT To be Southeast Asia’s Leading Media Organisation, Engaging Minds and Enriching Lives Across Multiple Languages and Platforms

CONTENTS 10 23 52 72 Group at Corporate Employee Financial a Glance Information Commentary Review 11 24 54 75 Group Financial Senior Awards & Value added Highlights Management Accolades Statement 12 30 58 76 Organisation CEO’s Overview of Corporate Investor Structure Group Operations Governance Relations 13 40 69 78 Businesses and Products Significant Risk Investor Under the SPH Group Events Management Reference 14 44 70 81 Chairman’s Corporate Social SPH Newspapers Financial Statement Responsibility Readership Trends Contents 18 51 71 Board of Environmental Daily Average Directors Sustainability Newspapers Circulation

from strength to STRENGTH Our strong stable of newspapers in different languages gives our readers access to a rich collage of news and events all in a single snapshot. As our capabilities evolve, our conviction to deliver to our readers timely news reporting parallels our desire to leverage thought leadership to enrich their global perspectives.

STRENGTH in depth

Our decades of experience has given us the impetus to build a rich and diverse selection of magazine titles that encapsulates our dedication to deliver high-quality editorial content. Today, this vibrant and eclectic mix of publications inspires a broad spectrum of lifestyle interests for our readers.

STRENGTH through connectivity

With the Internet significantly altering the media landscape, our unwavering focus to provide our readers with immediate access to rich online multimedia content is equally paced by our commitment to put the world right at their fingertips.

STRENGTH in mobility

Transcending locales and even borders, we take pride in our ability to transform our news and information platforms into mobile media solutions. Concurrently, we are creatively innovating our offerings to help our readers stay in touch in this digital era. 10 Singapore Press Holdings annual report 2011 11 Group at A GLANCE

NEWSPAPERS MAGAZINES INTERNET AND NEW MEDIA

With print as its core business, SPH Magazines publishes over 100 SPH’s online editions of its key SPH publishes 18 newspaper titles magazine titles in Singapore and newspapers enjoy over 265 million in four languages. Every day, 3 the region, covering a broad range page views with 18 million unique million individuals or 77 per cent of interests from fashion, bridal, visitors every month. SPH has also of people above 15 years old, read society, automobiles, parenting, expanded into other new media initiatives one of SPH’s news publications. décor and information technology. such as online marketplace for products, With more than 1,000 journalists, It also provides custom publishing services and employment, ST701; including correspondents operating services covering lifestyle magazines Stomp (Straits Times Online Mobile in 20 cities around the world, SPH and newsletters. It strives to bring its Print), a portal that connects, engages is well-equipped with the talent and titles to regional markets and affirm and interacts with readers on the network to deliver quality news and its position as the publisher of choice Web and via mobile phone messaging; information that covers both domestic in the region. It also owns popular omy.sg, a bilingual news and interactive and international markets. portals like www.hardwarezone.com, portal and The Straits Times RazorTV, and herworld.com. a free access interactive webcast service offering live chat shows and video on demand clips. SPH has also launched The Straits Times’ iPad and enhanced iPhone applications and The Business Times Weekend’s iPad application.

BROADCASTING EVENTS AND OUTDOOR MEDIA PROPERTIES

SPH has a 20 per cent stake in SPH’s events subsidiary Sphere SPH owns and manages Paragon, MediaCorp TV Holdings Pte Ltd, Exhibits organises innovative the prime retail and office complex which operates free-to-air channels consumer and trade events and in the heart of Orchard Road, 5, 8, and , and a 40 per exhibitions. SPH MediaBoxOffice Pte Singapore’s main shopping belt. cent stake in MediaCorp Press Ltd, Ltd is the leading Digital Out-of-Home It houses some of the world’s leading which publishes the free newspaper, advertising company in Singapore. luxury brands. SPH’s wholly-owned Today. It also operates two popular Its digital network comprises eight subsidiary, Times Development Pte radio channels, 91.3 FM in English and large outdoor LED screens at strategic Ltd, has also developed a 43-storey Radio 100.3 in Mandarin, under an 80 locations (e.g. Orchard Road, Raffles upmarket residential condominium, per cent-owned joint venture company, Place, etc.) and more than 450 plasma Sky@eleven, at Thomson Road. SPH UnionWorks, with NTUC Media. and LCD screens in shopping centres, The Clementi Mall, SPH’s latest banks, and petrol stations island- retail mall, was opened in 2011. wide. It also operates large-format billboards, banners and other static media platforms. SPHMBO also has a dedicated team of professionals that offers customised event management services to advertisers. 10 Singapore Press Holdings annual report 2011 11 Group financial HIGHLIGHTS for the financial year ended August 31, 2011

2011 2010 Change S$’000 S$’000 %

Operating revenue 1,250,972 1,381,071 (9.4)

Operating profit# 409,038 539,103 (24.1) Profit before taxation 456,682 589,892 (22.6) Profit after taxation 383,751 509,488 (24.7) Non-controlling interests 4,824 (11,614) NM Profit attributable to shareholders 388,575 497,874 (22.0)

Shareholders’ interests 2,232,005 2,226,282 0.3 Total assets 3,888,774 4,234,002 (8.2) Total liabilities 1,582,185 1,927,976 (17.9) Non-controlling interests 74,584 79,744 (6.5) Dividends declared for the financial year 386,144 433,561 (10.9)

Profitability ratios % % % points Operating margin^ 32.7 39.0 (6.3) Return on operating revenue 31.1 36.0 (4.9) Return on shareholders’ funds 17.4 22.4 (5.0)

Per share data % Net assets (S$) 1.39 1.39 0.0 Profit attributable to shareholders (S$) 0.24 0.31 (22.6) Dividends declared for the financial year (cents)## 24 27 (11.1) Dividend cover for the financial year (times) 1.0 1.1 (9.1)

Value added S$ S$ % Per employee 223,802 256,129 (12.6) Per $ employment costs 2.54 2.90 (12.4) Per $ investment in property, plant and equipment (before depreciation) 0.89 1.02 (12.7) Per $ operating revenue 0.73 0.74 (1.4)

# This represents the recurring earnings of the media and property businesses. Results for the comparative period FY 2010 included profits from the Group’s Sky@eleven development which was completed in May 2010. ^ Computed based on recurring earnings. ## Dividends for both FY 2011 and FY 2010 are tax-exempt (one-tier). The proposed dividend of 17 cents per share, comprising a final dividend of 9 cents per share and a special dividend of 8 cents per share, is subject to approval by shareholders at the Annual General Meeting on December 1, 2011. NM Not Meaningful 12 Singapore Press Holdings annual report 2011 Organisation STRUCTURE

BOARD OF DIRECTORS

AUDIT COMMITTEE

CHIEF EXECUTIVE OFFICER

INTERNAL AUDIT

ENGLISH CHINESE NEWSPAPER SUPPORT & MALAY MARKETING SUBSIDIARIES NEWSPAPERS SERVICES SERVICES NEWSPAPERS

PRODUCTION CIRCULATION ADMINISTRATION

CORPORATE COMMUNICATIONS

CORPORATE DEVELOPMENT

FINANCE

HUMAN RESOURCES

INFORMATION TECHNOLOGY

SECRETARIAT/ LEGAL 13 Businesses and products UNDER THE SPH GROUP

NEWSPAPERS English Chinese Malay The Straits Times tabla! Lianhe Zaobao Berita Harian The Sunday Times IN Zaobao Sunday Berita Minggu The Business Times Little Red Dot i3 The Business Times Gen G Weekend (bilingual) The New Paper zbCOMMA Tamil The New Paper on Tamil Murasu Sunday Thumbs Up Junior

MAGAZINES* HardwareMAG China Boating NSMan Female Men’s Health JET Asia-Pacific Home Team NS Nuyou Singapore LP Luxury Properties Health No. 1 Simply Her Shape Singapore SilverKris Victory Trail Young Parents Seventeen Singapore Sutra The Peak 24:7 UW (U-Weekly) * SPH has more than 100 Action Asia magazine titles including ICON ZbBz contract and licensed Torque AsiaSpa Wellness No. 1 titles in the region. Home & Décor Asia-Pacific Boating Winning Post

BOOK PUBLISHING / Straits Times Press CONTRACT PUBLISHING Focus Publishing

ONLINE Online Portals omy.sg Herworld.com Simplyher.com.sg AsiaOne.com ShareInvestor.com Femalemag.com.sg Torque.com.sg straitstimes.com HardwareZone.com Femalebridesonline.com Youngparents.com.sg businesstimes.com ST701.com Golfdigestsingapore.com Iconsingapore.com.sg zaobao.com 701Search.com Hwbrides.com.sg Thepeakmagazine.com mypaper.sg 701Sou.com Homeanddecor.com.sg Luxury-Insider.com tnp.sg 701Panduan.com Hardwaremag.com Inluxe.cn cyberita.asia1.com.sg AyosDito.ph Menshealth.com.sg radio913.com tamilmurasu.sg Mudah.my Nuyou.com.sg radio1003.com stomp.com.sg Berniaga.com Seventeen.com.sg razor.tv Dinkos.com.au Shape.com.sg

PROPERTIES Retail Residential Paragon Sky@eleven The Clementi Mall

EVENTS / OUTDOOR Sphere Exhibits Exhibits Inc BizLink Exhibition SPH MediaBoxOffice Services Buzz Pods

RADIO SPH UnionWorks 91.3 FM Radio 100.3 14 Singapore Press Holdings annual report 2011 15 Chairman’s STATEMENT 14 Singapore Press Holdings annual report 2011 15

I am pleased to report that the SPH Group performed well in the Financial Year 2010/2011.

Group revenue at $1.25 billion crossed the $1 billion mark for the seventh consecutive year. Our creditable $1.25 BILLION performance was underpinned by higher advertisement revenues, robust growth in rental income and continued total revenue progress in our exhibitions and online businesses. We continued to introduce new products and rejuvenate Revenue for the Newspaper and Magazine segment existing ones to keep up with changing market needs. grew year-on-year by $39 million to $1,013 million. Our Chinese flagship daily Lianhe Zaobao launched a Print advertisement revenue rose by $42 million, fortnightly Chinese publication, Thumbs Up Junior, boosted by strong display advertisement sales. for primary one and two students in March, adding to Rental income for the Group continued to register its portfolio of student newspapers which comprises robust growth with an increase of $33 million compared zbCOMMA and Thumbs Up. The Central Integrated to the previous year. Overall, net profit attributable to Newsroom of Shin Min Daily News and Lianhe Wanbao shareholders was $389 million, down $109 million as also launched Victory Trail, a bilingual racing guide. FY 2010 had benefitted from the $154 million profit from the Sky@eleven project. The New Paper revamped its Sunday edition with more focus on entertainment news, fashion and sports. U-Weekly celebrated its 10th anniversary this year with a vibrant new BUILDING ON PRINT look, newsier content and a handy compact size. SPH’s key challenge is to continue to achieve healthy circulation figures and generate good revenue from our According to the Nielsen Media Index 2010, our magazines core print products in this digital information age. Her World, Female, Men’s Health and Home & Décor remained top in their respective categories. Given the Despite competition from other media platforms, our print good response from both readers and advertisers, Home & media held its ground with our total newspaper circulation Décor launched its inaugural annual supplement, Renovate, averaging 981,339 copies per day for FY 2011, a slight while The Peak Domain and ICON Weddings changed year-on-year decline of 0.2 per cent. from annual to biannual publications. But there was growth in circulation for several of our Straits Times Press, our book publishing arm, had a fulfilling papers. The Straits Times’ average daily circulation year with the launch of new titles like “Lee Kuan Yew: registered year-on-year growth of 0.6 per cent to Hard Truths to keep Singapore going” and “Diplomacy: 354,654 copies. The Business Times’ circulation also A Singapore Experience”, both in the English and Chinese increased by 1.5 per cent vis-à-vis the previous financial versions. Focus Publishing’s two health related magazines, year, while Tamil Murasu continued to enjoy robust Health No. 1 and Wellness No. 1, generated good sales growth of 15.3 per cent to 16,747 copies. and feedback. 16 Singapore Press Holdings annual report 2011 17 Chairman’s STATEMENT

ACCELERATING DIGITAL GROWTH The Clementi Mall, which was officially opened in May, SPH is keenly aware of the odds stacked against any has enjoyed 100 per cent tenancy and good catchment newspaper company in the face of rapid changes in media from the surrounding tertiary institutions and residential consumption trends. Hence, we need to sustain our estates. Paragon refurbished its interiors to offer shoppers investments in the digital space and attract digital revenues. an enhanced shopping experience. It continues to attract 100 per cent occupancy and strong visitorship despite fierce Mobile devices like the iPhone and iPad have secured competition on Orchard Road. substantial market penetration in recent years. After being among the first to roll out iPhone apps for our products, Sphere Exhibits, our events and exhibitions arm, has grown The Straits Times launched its iPad and enhanced iPhone from strength to strength. To date, it has become a key apps in August, and was greeted with encouraging player in the events and exhibitions industry. Its subsidiary, feedback and response. This will help capture younger Exhibits Inc, has hosted several well-known exhibitions readers who might not be reading our newspapers such as COMEX and IT Show, while its other subsidiary, and eventually help them migrate to our print and other BizLink Exhibition Services, continues to enjoy success as products as well. This was followed by The Business Times a trade fair organiser with shows like the Singapore Gifts Weekend, which launched its new iPad app from 1 October & Premiums Fair and Franchising & Licensing Asia. in celebration of The Business Times’ 35th anniversary. SPH MediaBoxOffice (SPHMBO) has expanded its in- There are now smartphone applications for The Straits Times, mall digital advertising network to several new locations, Stomp, The Straits Times RazorTV, AsiaOne, SoShiok (Food), offering advertisers a medium that reaches out to 80 per omy.sg (Entertainment) and The New Paper (Football), cent of Singaporeans and permanent residents. With close with audience numbers growing consistently, and revenue to 200 digital screens in 23 popular shopping malls island- from mobile advertising rising over 40 per cent year-on-year. wide, it has reaffirmed its position as the out-of-home There are plans to roll out more new digital platforms soon. media company with the largest in-mall digital advertising network in Singapore. We have also re-launched our portals. The Straits Times has integrated its various products like Stomp and The Straits Times RazorTV under an enhanced ST Online AWARDS AND ACCOLADES site (www.straitstimes.com). According to comScore, SPH has continued to garner a string of local and regional straitstimes.com is the number one local news website accolades for our editorial, design, marketing and printing in terms of reach. The Business Times will launch a excellence from local and international organisations like finance vertical as part of a revamped BT Online the Magazine Publishers Association of Singapore (MPAS), (www.businesstimes.com) and ride on the synergies World Association of Newspapers and News Publishers with ShareInvestor, which also re-launched its website. (WAN-IFRA), Pacific Area Newspaper Publishers’ Association (PANPA), International Newsmedia Marketing SPH Magazines’ forum-based IT website, Association (INMA) and the International Academy of the www.hardwarezone.com, extended its regional reach as it Visual Arts (IAVA). rolled out its new platform to Malaysia and the Philippines. It also became the first home-grown technology magazine Our commitment to maintaining corporate transparency and to be made digitally available on the tablet platform. enhancing shareholder value helped us clinch the Securities Investors Association’s Most Transparent Company award in In addition, SPH Magazines acquired a 34 per cent stake in the Non-Electronics Manufacturing category last year. We also Antarctica Interactive Private Limited, the holding company won a Bronze for Best Investor Relations ($1 billion and above of the Luxury Insider Group which owns Luxury-Insider.com market capitalisation) at the Singapore Corporate Awards 2011. and Inluxe.cn, on top of print titles Baccarat and ULTIMA.

Ultimately, our aim is to provide an engaging and enriching ACTIVE CORPORATE CITIZENRY integrated media for readers and advertisers alike. We have While aiming for corporate and business excellence, the quality content, but we need to keep abreast of all the we have not forgotten to give back to society. The Group distribution platforms and make them work for us. helped raise and donated more than $8 million towards various charitable causes in 2010 alone. Besides giving to education, charity, community, sports, arts and culture, WIDENING OUR BUSINESS PORTFOLIO wildlife conservation and the environment, the SPH Staff We expect our slew of adjacent businesses to make solid Volunteers Club was also set up to promote staff bonding contributions to our bottom line and shareholder value. through volunteerism. 16 Singapore Press Holdings annual report 2011 17

SPH is proud to have been honoured with the prestigious I would also like to express our deepest gratitude to President’s Social Service Award for its extensive corporate Mr Yong Pung How, who has decided not to stand for social responsibility efforts and staff volunteerism this re-election at the coming Annual General Meeting. year. Both SPH and the SPH Foundation were also awarded Mr Yong was first appointed director and Deputy the Corporate Platinum Award by the Community Chest. Chairman of SPH after its incorporation in August 1984. And for being a long time supporter of the arts and culture, He re-joined SPH as a director in July 2007 after retiring SPH was named a Distinguished Patron of the Arts by the as Chief Justice. He is a distinguished gentleman with National Arts Council for the 19th consecutive year. vast experience and knowledge. We have benefitted greatly from his wisdom and guidance. Besides dedicating our resources to different causes, we continue to promote a caring and sharing society by giving extensive media coverage to charitable needs and NEW SPH DIRECTOR AND CHAIRMAN-DESIGNATE acts. We will also make corporate social responsibility On behalf of the SPH board, I would like to welcome Dr Lee a part of life in SPH. This includes energy and water Boon Yang, who joined the SPH Board on 1 October 2011. conservation, use of recyclable and sustainable print and paper resources, recycling of waste and maintaining a Dr Lee is a member of the Executive Committee, clean and green working environment. Remuneration Committee and Nominating Committee, and will be put up for re-election at the SPH Annual General Meeting on 1 December. If re-elected, he will INVESTING IN STAFF be appointed Chairman of the Board and Chairman of the We continue to invest in our greatest asset, our staff. Executive Committee and continue as a member on the Besides a comprehensive range of talent management Remuneration and Nominating Committees. and development programmes, we launched a Health and Sustainability Programme to prepare our mature With his keen insights into the media industry and his employees for transition into the next phase of their wide-ranging track record, I am confident that he will help lives and to understand more about retirement and steer SPH to greater heights. re-employment. And with proper succession planning in place, we saw a smooth leadership transition in Lianhe Zaobao, Tamil Murasu and in our Production Department. A SPECIAL WORD OF THANKS I would like to thank our management, staff, unions, Our Human Resource efforts have won us the Singapore business associates, customers, readers, investors and all Human Resources Institute’s HR Corporate Award and six other SPH stakeholders for their support this past year. other awards. These awards attest to the importance SPH places in our human capital management. To reward our loyal shareholders, the Board has recommended a final dividend of 17 cents per share, comprising a normal dividend of 9 cents and a special TRIBUTE TO FORMER CHAIRMAN AND DIRECTOR dividend of 8 cents. Including the interim dividend of 7 cents, I would like to pay a special tribute to President Tony Tan the total dividend payout for the year will be 24 cents per Keng Yam, who resigned from the SPH Board on 1 July share. This is in line with our track record of paying out a 2011 after serving as Chairman of SPH since December high percentage of our recurring earnings as dividends. 2005. The global economy has been weakened by the debt I would like to put on record SPH’s heartfelt gratitude for crises in the United States and Europe. This came his leadership and contributions, and congratulate him on soon after the devastating impact of Japan’s tsunami being elected the seventh President of the Republic of and earthquake. With the dampening of both investor Singapore. and business confidence, SPH should be prepared for challenging times ahead. We have weathered the Under his leadership, SPH has transformed itself into a economic storm well in the past. I believe we can do it leading multimedia company that transcends print and again with everyone’s dedication and continued support. goes beyond Singapore. Besides embarking on several new media and online initiatives, Dr Tan expanded SPH’s property business with Sky@eleven and The Clementi Mall. In 2008, Sphere Exhibits was incorporated to organise a series of trade and consumer shows catering to Prof Cham Tao Soon a wide spectrum of interests. Acting Chairman 18 Singapore Press Holdings annual report 2011 19 Board of DIRECTORS

01 Prof Cham Tao Soon 02 Dr Tony Tan Keng Yam* Prof Cham was appointed Deputy Chairman of SPH on Dr Tan joined the SPH Board as a director on 5 September 1 March 2004, and Acting Chairman on 1 July 2011. He has 2005 and was appointed Chairman on 2 December 2005. spent more than 30 years in the academia sector and He stepped down on 1 July 2011 and subsequently currently is the Chancellor and Chairman of SIM University. became the President of the Republic of Singapore.

Prof Cham is also the Chairman of NSL Ltd and MFS He was the Chairman of the National Research Technology Ltd, a director of United Overseas Bank Ltd, Foundation, Deputy Chairman of the Research, Far Eastern Bank Limited, WBL Corporation Ltd and Soup Innovation and Enterprise Council, and Chairman of the Restaurant Group Ltd. Ministry of Education’s International Academic Advisory Panel. He was also the Chairman of Singapore Press In addition, he serves as Chairman of Singapore-China Holdings Foundation Limited, as well as patron and Foundation Ltd and Nanyang Fine Arts Foundation advisor to several other civic and charitable organisations. Ltd. He is also a director of the Singapore International Foundation. He was a member of the Council of Dr Tan was the Deputy Prime Minister and Co-ordinating Presidential Advisors and Chairman of the Singapore Minister for Security & Defence before he stepped Symphonia Co Ltd. down from the Cabinet on 1 September 2005. He has helmed the Finance, Trade & Industry, Education and Prof Cham holds a Bachelor of Engineering (Civil, Defence ministries. He stepped down from the Cabinet Honours) from the University of Malaya, a Bachelor of in 1991 to return to the private sector as the Chairman Science (Mathematics, Honours) from the University of and Chief Executive Officer of Oversea-Chinese Banking London and a Doctorate of Philosophy (Fluid Mechanics) Corporation, before rejoining the Cabinet in 1995. He was from Cambridge University. also the Deputy Chairman and Executive Director of the Government of Singapore Investment Corporation Pte Ltd.

03 04 05 06 07

01 02 18 Singapore Press Holdings annual report 2011 19 Board of DIRECTORS

Dr Tan is a Singapore Government State Scholar with From 1991 to 2003, Dr Lee served as Minister in the a First Class Honours in Physics from the University of Prime Minister’s Office, Minister for Defence, Minister for Singapore, an Asia Foundation scholar with a Master of Labour and later Minister for Manpower. Prior to that, Science (Operations Research) from the Massachusetts he held several public appointments including Senior Institute of Technology, and a Research Scholar with Minister of State for Defence, National Development a PhD in Applied Mathematics from the University and Home Affairs, and Parliamentary Secretary to the of Adelaide. He was a lecturer in Mathematics in the Ministers for Environment, Finance, Home Affairs, University of Singapore before joining the Oversea- and Communications and Information. Chinese Banking Corporation in 1969. Before entry into politics, he worked as a veterinarian * Resigned wef 1 July 2011 and R&D Officer in the Primary Production Department. He had also worked as the Assistant Regional Director for the US Feed Grains Council, and as Senior Project 03 Dr Lee Boon Yang Manager for the Primary Industries Enterprise Pte Ltd. Dr Lee was appointed Director of SPH on 1 October 2011. He is the Non-Executive Chairman of Keppel Dr Lee holds a B.V.Sc Hon (2A) from the University Corporation Limited. of Queensland.

He has extensive experience in public service. He served as the Member of Parliament for Jalan Besar and Jalan Besar GRC from December 1984 to April 2011. He was the Minister for Information, Communications and the Arts before retiring from political office in March 2009.

08 09 10 11 12 20 Singapore Press Holdings annual report 2011 21 Board of DIRECTORS

Chairman of Caritas Humanitarian Aid & Relief Initiatives, 04 Mr Alan Chan Heng Loon Singapore and a director of the Singapore Institute of Mr Alan Chan Heng Loon was first appointed Group Directors, Lien Center for Social Innovation, Council for President of SPH Ltd on 1 July 2002, before he was Third Age, Asia Philanthropic Ventures, NTUC Fairprice appointed Chief Executive Officer in 2003. Mr Chan is Foundation Ltd and SymAsia Foundation Ltd. responsible for managing the group’s portfolio of business which includes print, broadcasting, internet, Mr Cheng holds a Bachelor of Accountancy (First Class outdoor advertising, telephony and properties. Honours) from the University of Singapore. He is a fellow of the Institute of Certified Public Accountants of Mr Chan is currently on the boards of Singapore Press Singapore, the Singapore Institute of Directors and the Holdings Ltd and its subsidiaries, Singapore Power Singapore Computer Society. Pte Ltd and its subsidiaries, MediaCorp TV Pte Ltd, MediaCorp Press Pte Ltd and OpenNet Pte Ltd. He is also the Chairman of the Urban Redevelopment Authority 06 Ms Chong Siak Ching and the Corporate Governance Council, a member of Ms Chong was appointed as a director of SPH on 22 the Public Service Commission (PSC) and a director of October 2010. She is the President and Chief Executive Business China. Officer of Ascendas Pte. Ltd. and also sits on the Boards

of Ascendas Pte Ltd and its subsidiaries. Ascendas Before joining SPH, Mr Chan was an Administrative specializes in developing, managing and marketing IT, Officer in the Civil Service. He has worked in the science, business, industrial & logistics parks, hi-tech Government for 25 years and some of his previous facilities, office and retail space with a presence in 10 appointments included Permanent Secretary of the countries across Asia including Singapore, China, India Ministry of Transport, Deputy Secretary of the Ministry and Korea. Ms Chong was recognised as the ‘Outstanding of Foreign Affairs, Principal Private Secretary to then CEO of the Year’ in the Singapore Business Awards 2009 Senior Minister Lee Kuan Yew and Director of Manpower, for her steadfast leadership and dynamism in establishing Ministry of Defence. Ascendas as Asia’s leading provider of business space

across Asia. Mr Chan holds a Diplome d’Ingenieur from the Ecole Nationale de l’Aviation Civile, France and MBA (with Ms Chong holds several external appointments which Distinction) from INSEAD, France. He is a President’s include Deputy Chairman of Singapore Standards, Scholar and was conferred the Public Administration Medal Productivity and Innovation Board (SPRING), Chairman of IE (Gold and Silver) for his contributions to the public service. Singapore’s Network India Steering Committee, a director In 2009, Mr Chan was selected by INSEAD as “one of 50 of Jurong Health Services Pte. Ltd., council member of the Alumni who changed the world”. Singapore Business Federation and member of the Board of Trustees of the National University of Singapore. Prior to this, Ms Chong was Deputy Chief Executive Officer 05 Mr Willie Cheng Jue Hiang of JTC Corporation from 2000 to 2001. From 2004 to 2009, Mr Cheng was appointed a director of SPH on 1 March Ms Chong was a member of the APEC Business Advisory 2004. He is also a director of United Overseas Bank Ltd, Council (“ABAC”). In addition to her normal ABAC duties, NTUC Fairprice Co-operative Ltd, and Singapore Health she was appointed as Chair of the APEC CEO Summit Services Pte Ltd. He serves on the boards and councils 2009 which was held in Singapore. Ms Chong has also of several civic and charitable organisations. He is the served as a Board member of the Singapore Tourism Board from 2005 to 2009. 20 Singapore Press Holdings annual report 2011 21 Board of DIRECTORS

Ms Chong, a licensed valuer, graduated from The National 08 Mr Ngiam Tong Dow University of Singapore (“NUS”) with an Honours Degree in Estate Management and was awarded a Gold Medal Mr Ngiam was appointed to the Board on 15 March 2001. by the Singapore Institute of Surveyors and Valuers. He is a director of United Overseas Bank Ltd, Far Eastern She also has a Masters in Business Administration from Bank Ltd, Yeo Hiap Seng Ltd and International Medical NUS and has completed the Advance Management Insurers Pte Ltd. Program at Harvard Business School. She has been conferred with a Distinguished Alumni Award by NUS He was formerly a director of Temasek Holdings (Pte) Ltd, in the Faculty of Architecture and Building Management Overseas Union Bank Ltd and Singapore Airlines Ltd. in 1999. In 2009, she was again conferred with a NUS Distinguished Alumni Service Award in recognition of her Mr Ngiam has a distinguished public service career, unwavering commitment and service to her alma mater. having served as Chairman of the Development Bank of Singapore Ltd, Housing & Development Board, Central Provident Fund Board, Economic Development 07 Mr Ng Ser Miang Board, Telecommunications Authority of Singapore, and Deputy Chairman of the Board of Commissioners Mr Ng joined the SPH Board on 1 August 2007. He is the of Currency. He was also Permanent Secretary of the Chairman of TIBS International Pte Ltd, NTUC Fairprice Prime Minister’s Office, the Ministries of Finance, Trade & Co-operative Limited and WBL Corporation Ltd, and is also Industry, National Development, and Communications. a director of Yanlord Land Group Ltd. Mr Ngiam holds a Bachelor of Arts (First Class Honours) in He was a director of Biosensors International Group Ltd, Economics from the University of Malaya (Singapore) and International Factors (Singapore) Ltd, Transpac Industrial Master of Public Administration from Harvard University. Holdings Limited and NTUC Choice Homes Co-operative Limited. 09 Mr Sum Soon Lim A former Nominated Member of Parliament, Mr Ng is also Singapore’s non-resident Ambassador to the Republic of Mr Sum was appointed to the Board on 5 December 2003. Hungary and the Kingdom of Norway, Vice-President of He is currently also the Chairman of SPH’s wholly-owned the International Olympic Committee (IOC) and a member subsidiary, Times Development Pte Ltd. of several IOC Commissions. He was conferred the Public Service Star and was named Outstanding Chief Executive Mr Sum is the Chairman of Cathay International Holdings of the Year 1992. In addition to the Public Service Star in Ltd, and Bright Vision Hospital. He also sits on the boards 1999, Mr Ng was conferred the Meritorious Service Medal of Singapore Technologies Telemedia Pte Ltd and Eastern (Pingat Jasa Gemilang) by the Singapore Government for Health Alliance Pte Ltd. the National Day Awards in 2010. Mr Sum received a B.Sc. (Honours) in Production Mr Ng holds a BBA (Honours) from the University of Engineering from the University of Nottingham, England. Singapore. 22 Singapore Press Holdings annual report 2011 23 Board of DIRECTORS

10 Mr Lucien Wong Yuen Kuai 12 Mr Yong Pung How Mr Wong was appointed a director on 15 October 2009. Mr Yong was appointed director and Deputy Chairman of He is the Managing Partner of the law firm, Allen & Gledhill SPH after its incorporation in August 1984. He resigned at LLP, and has extensive experience in legal practice, the end of June 1989 when he joined the Supreme Court specialising in banking, corporate and financial services work. bench.

Mr Wong is currently Chairman of the Maritime and Following his retirement from the Supreme Court bench, Port Authority of Singapore and a Board Member of the Mr Yong re-joined SPH as a director on 1 July 2007. He is Monetary Authority of Singapore. He is a member of the a member of the Council of Presidential Advisers and the Board of Trustees of National University of Singapore. Chancellor of the Singapore Management University. He also sits on the boards of Cerebos Pacific Limited, Hap Seng Plantations Holdings Berhad and Singapore Mr Yong started his legal career as a partner in Shook Airlines Limited. Lin & Bok. He was Singapore’s Chief Justice from 1990 to 2006, President of the Legal Service Commission Mr Wong holds a Bachelor of Law (2nd Class Upper) and the Singapore Academy of Law and Chairman of Honours degree from the University of Singapore and was the Presidential Council for Minority Rights. His previous called to the Singapore Bar in 1979. appointments include the posts of Chairman of Malaysia-Singapore Airlines, Deputy Chairman of Malayan Banking Berhad, and Chairman and CEO of OCBC Bank. 11 Dr Yeo Ning Hong He headed the Government of Singapore Investment Dr Yeo was appointed to the Board on 15 March 2001. Corporation (GIC) as well as the Monetary Authority of He is an Advisor to Far East Organisation. He also serves Singapore (MAS). on several businesses, sports and civic organisations. He holds a Bachelor of Arts, Bachelor of Laws and Master Dr Yeo is a former Cabinet Minister and has served of Arts from Cambridge University; Honorary Doctor of as Minister for Defence, National Development and Laws, National University of Singapore and Singapore Communications and Information. He was previously Management University. He is also an Honorary Bencher the Chairman of PSA Corporation Ltd, Executive of the Inner Temple and AMP alumnus of the Harvard Chairman of the Singapore Technologies Group of Business School. Companies, as well as a director of DBS Bank Ltd and DBS Group Holdings Ltd. Mr Yong has been conferred the Distinguished Service Order and the Order of Temasek (First Class). Dr Yeo is a Singapore State Scholar, with a B.Sc (First Class Honours) in Chemistry, an MSc from Singapore University, an MA and PhD from Cambridge University, and an Honorary Fellow of Christ’s College, Cambridge University. He also has a distinguished academic record, having been conferred several awards and honorary positions in Singapore and overseas. 22 Singapore Press Holdings annual report 2011 23 Board of Corporate DIRECTORS INFORMATION

Executive Committee Auditors

Cham Tao Soon (Chairman) PricewaterhouseCoopers LLP Lee Boon Yang 8 Cross Street, #17-00 Chan Heng Loon Alan PWC Building Sum Soon Lim Singapore 048424 Yeo Ning Hong Audit Partner: Ooi Chee Kar Nominating Committee (Appointed in 2008)

Cham Tao Soon (Chairman) Company Secretaries Lee Boon Yang Ng Ser Miang Yong Pung How Ginney Lim May Ling Khor Siew Kim Remuneration Committee Registered Office

Ngiam Tong Dow (Chairman) Lee Boon Yang 1000, Toa Payoh North Cham Tao Soon News Centre Willie Cheng Jue Hiang Singapore 318994 Lucien Wong Yuen Kuai Tel: (65) 6319 6319 Fax: (65) 6319 8282 Email: [email protected] Audit Committee Co.Reg.No. 198402868E

Yeo Ning Hong (Chairman) Share Registration Office Willie Cheng Jue Hiang Chong Siak Ching Lucien Wong Yuen Kuai Tricor Barbinder Share Registration Services 80 Robinson Road, #02-00 Singapore 068898 Tel: (65) 6236 3333 24 Singapore Press Holdings annual report 2011 25 Senior MANAGEMENT

Patrick Daniel Leslie Fong Yin Leong Robin Hu Yee Cheng

Ginney Lim May Ling Low Huan Ping Mable Chan Kam Man

Seow Choke Meng Sng Ngoi May Loh Yew Seng 24 Singapore Press Holdings annual report 2011 25 Senior MANAGEMENT

Tony Mallek Han Fook Kwang Goh Sin Teck

Chua Wee Phong Anthony Cheng Ngai Man Deborah Lee Siew Yin

Tay Juay How Quek Khin Geok 26 Singapore Press Holdings annual report 2011 27 Senior MANAGEMENT

Patrick Daniel Robin Hu Yee Cheng Editor-in-Chief, English & Malay Newspapers Senior Executive Vice-President, Chinese Newspapers Mr Daniel was appointed Editor-in-Chief of the English & Newspaper Services & Malay Newspapers Division of SPH in January 2007. Mr Hu joined SPH in 2004 as Executive Vice-President, Prior to this, he was Managing Editor of the division from Chinese Newspapers Division and Newspaper Services September 2002 and Editor of The Business Times from Division. May 1992. He joined the media in October 1986 after a stint in the Singapore Government’s Administrative Service Prior to joining SPH, Mr Hu held various positions at the where his last position was Director in the Ministry of then National Computer Board, the Economic Development Trade and Industry. Board and SingTel’s National Computer Systems Ltd. Between 1995 and 2001, Mr Hu worked in China during the Mr Daniel is a director of Tamil Murasu Ltd and SPH start-up phase of the China-Singapore Suzhou Industrial Park Magazines, and also chairs three SPH subsidiaries - SPH project and later as Counsellor (Industry and Investment) to UnionWorks, Straits Times Press, and Shareinvestor.com the Singapore Embassy in Beijing, before venturing into the Holdings. He is a member of the Corporate Governance then burgeoning dotcom industry. Council, and serves on the boards of Esplanade Pte Ltd, the Institute of Southeast Asian Studies and the new Mr Hu is Chairman of Sphere Exhibits Pte Ltd, the event Singapore University for Technology and Design. and exhibition arm of SPH; Blu Inc Media (HK) Limited, publisher of luxury lifestyle magazines for China and Mr Daniel graduated from University College, Oxford in Southeast Asia markets; and Deputy Chairman of SPH 1976 with a Bachelor of Arts with Honours in Engineering Magazines Pte Ltd. Sciences and Economics. He also has a Masters in Public Administration from the Kennedy School of Government, Mr Hu serves as Chairman of the Singapore Chinese Harvard University. Orchestra, Chairman of the Singapore Centre for Chinese Language and is a trustee to the Chinese Development Assistance Council. He is a member of the Civil Service Leslie Fong Yin Leong College Board of Directors and serves on the Board of Senior Executive Vice-President, Marketing Governors of Hwa Chong Institution. Mr Fong went to Trafalgar Primary School and then Raffles Institution. After obtaining his Higher School Certificate, Mr Hu received his Bachelor of Science (Honours) in family circumstances made it necessary for him to start Mathematics from the University of Kent at Canterbury working life. and a Master of Science in Computer Science from the University of Wales, United Kingdom. He joined The Straits Times in August 1969 and has stayed with the company ever since. Between 1983 and 1986, he was seconded to Shin Min Daily News, where he Tony Mallek became its de-facto Chief Editor. He became Editor of Chief Financial Officer The Straits Times in 1987 at the age of 37. Mr Mallek joined SPH as Senior Vice-President, Finance in June 2003. Prior to this, he was General He handed over editorship to Mr Han Fook Kwang in Manager, Finance for Intraco Ltd. Originally from Hong September 2002 and became Editor-at-Large with special Kong, he started his career in 1978 in the UK and has been responsibilities for China. with various U.S. multinationals until 1991 when he was posted to Singapore. In April 2005, he took over as Head of Marketing Division and was promoted to Senior Executive Vice-President, His Singapore experience has mainly been in the Marketing in January 2008. healthcare industry, including general manager positions in finance and business development for Parkway Mr Fong also holds chairman positions in SPH Holdings Ltd. MediaBoxOffice Pte Ltd, New Beginnings Management Consulting (Shanghai) Company Ltd, 701SOU (Hong Kong) Mr Mallek holds a Bachelor of Technology (Honours) in Pte Ltd, 701Sou (Beijing) Information Technology Co Ltd Operations Management from Bradford University and and 701Search Pte Ltd. is a Fellow of the Chartered Institute of Management Accountants. 26 Singapore Press Holdings annual report 2011 27 Senior MANAGEMENT

Han Fook Kwang director in some of the subsidiaries in the SPH Group. Editor, The Straits Times Prior to that, Ms Lim was heading the Legal & Secretariat Mr Han was appointed Editor of The Straits Times in and Public Relations departments in NTUC Income. September 2002. She was admitted as an advocate and solicitor of the He joined The Straits Times in February 1989 after a stint Supreme Court of Singapore in 1985 and holds a Bachelor in the Singapore Government’s Administrative Service. of Law (Honours) Degree from the National University He was made Political Editor in January 1995, in charge of of Singapore. She is a Fellow in both the Institute of political coverage in The Straits Times. Chartered Secretaries & Administrators and the Chartered Insurance Institute. He graduated from the University of Leeds in Mechanical Engineering on a Colombo Plan Scholarship. He also holds a Masters in Public Administration from Harvard University. Low Huan Ping Executive Vice-President, Information Technology Mr Han is a member of the National University of Singapore Mr Low is the Executive Vice-President, Technology. Board of Trustees. He was awarded the Pingat Bakti He has been with the Group for 24 years. Mr Low is Masyarakat (The Public Service Medal) in August 2000. also a director of Limited, iFast Corporation Pte Ltd, MediaCorp Press Ltd and Shareinvestor.com Holdings Ltd.

Goh Sin Teck Mr Low started his career at the Ministry of Defence, Editor, Lianhe Zaobao where he subsequently headed various IT departments. Goh Sin Teck, 47, joined Singapore Press Holdings’ Chinese flagship paper, Lianhe Zaobao, in 1987 upon Mr Low holds a Bachelor of Arts (Honours) and Master graduating from the National University of Singapore with of Arts from Cambridge University, where he read a Bachelor of Arts in Sociology. He worked his way up as Engineering and a Master of Science from the University a crime reporter to become the Deputy Editor of Lianhe of Singapore. He also graduated from Harvard Business Zaobao and the Consulting Editor of My Paper. He also School’s Advanced Management Program. oversees Zaobao.com, the online edition of Lianhe Zaobao.

He has served in various committees including the Mable Chan Kam Man Housing Development Board, Public Transport Council Executive Vice-President, Human Resources and the Primary Education Review and Implementation Ms Chan has been with SPH since 1997. Before taking Committee. He is also a member of the National over as Head of Human Resources Division in June Integration Council and The Charity Council. 2006, she was Senior Vice-President, Customer Service Department, Marketing Division. He was appointed the Editor of Lianhe Zaobao on 1 August 2011. Prior to joining SPH, Ms Chan was the Executive Director of the Marketing Institute of Singapore.

Ginney Lim May Ling She holds a Bachelor of Applied Science degree from the General Counsel, Executive Vice-President, South Australian Institute of Technology and a Masters in Corporate Communications & Group Company Secretary Business Administration from the National University of Ms Lim is the Group Company Secretary and General Singapore. Counsel in SPH. She oversees the legal, corporate secretarial, insurances and corporate communications functions in the Group. She is also the General Manager of Singapore Press Holdings Foundation Limited, an Institution of Public Character established in 2003.

Ms Lim started the Legal Secretariat Division when she joined SPH in December 1991. She also sits on several steering and senior management committees and is a 28 Singapore Press Holdings annual report 2011 29 Senior MANAGEMENT

Chua Wee Phong Deborah Lee Siew Yin Executive Vice-President, Circulation, Newspaper Executive Vice-President, Corporate Development Services Ms Lee joined SPH as Executive Vice-President, Mr Chua has been with SPH for 17 years. He joined Corporate Development, in April 2007. Prior to joining Circulation in May 1994 and was appointed head of the SPH, she was a consultant, specialising in corporate department in May 2005. He is currently the Executive development work and mergers and acquisitions. Director of Sphere Exhibits Pte Ltd. Before her consultancy work, Ms Lee was Senior Prior to joining SPH, Mr Chua served in the Singapore Vice-President, Business Development at the Wuthelam Armed Forces (SAF) for a period of 13 years. He was Group, overseeing the establishment of the industrial promoted to the rank of Colonel in 2005 and is currently electronics business, real estate business development the Chief of Staff, 9 Division. He was awarded the Public and private equity investment for the Group in the region. Administration Medal (Bronze)(Military) in August 2007. Ms Lee started her career as an auditor with Mr Chua graduated from the National University of Pricewaterhouse and subsequently joined Hewlett Singapore with a Bachelor of Arts (Honours) in Sociology Packard, holding various management positions over a on an SAF scholarship. period of 11 years.

She holds a Bachelor of Accountancy (Honours) and a Anthony Cheng Ngai Man Master in Applied Finance from the National University of Executive Vice-President, Production, Newspaper Singapore. She is a CFA charterholder. Services Mr Cheng was appointed Head of Production in November Seow Choke Meng 2008. He started his career in the company installing the Executive Vice-President, Cultural Industry Promotion, first printing press at the company’s mega printing site Chinese Newspapers Division and Times Properties in Jurong Industrial Estate in 1982, now known as Print Centre. Mr Seow has been with the newspaper group for the last 31 years after spending five years in the airline industry. In 1989, he oversaw the complete relocation of printing presses out of old Times House premises to the Jurong He has held various positions, among which were as plant. Since then, he has project-managed another General Manager, Human Resource Operations and 4 GOSS Colorliner (1996), 4 KBA Commander (2002) and General Manager, Circulation cum General Manager of manroland UNISET (2008) in the company’s stable of Chinese Newspapers’ Editorial Services Department. printing presses. In between, he helmed various sections in Production, overseeing Operations, Engineering, Mr Seow is currently Executive Vice-President of Cultural Process and Quality Control. Industry Promotion of Chinese Newspapers Division and Times Properties. He is also the Executive Director Mr Cheng graduated from Maktab Teknik (fore-runner of of Times Development Pte Ltd. Apart from serving in Universiti Technologi Malaysia) in Electrical Engineering grassroots organisations, he also serves as the Chairman on a Shell Scholarship. He also holds a Post-Graduate of the Promote Mandarin Council. Diploma (Distinction) in Publishing and Printing from London College of Printing, UK and a Master of Business Mr Seow graduated from the University of Singapore with Administration from University of Strathclyde, UK. a Bachelor of Science (Honours) degree.

Mr Cheng is the President of ASEAN Newspaper Printers, and a Technical Advisor to El Mercurio, Chile’s top newspaper group. 28 Singapore Press Holdings annual report 2011 29 Senior MANAGEMENT

Sng Ngoi May Tay Juay How Executive Director, Orchard 290 Ltd Senior Vice-President, Administration Mrs Sng is the Executive Director of Orchard 290 Ltd, Mr Tay Juay How began his IT career with DBS Bank a wholly-owned subsidiary of the SPH Group that owns in 1981. He joined SPH in 1989 as an IT Specialist to and manages Paragon Shopping Centre and Paragon set up the Data Centre Operation as part of SPH’s Medical/Office Towers. Computerisation Programme.

She was involved in the retrofitting purchase of the He was appointed Assistant General Manager in 1995 property by SPH in 1997 and continued to oversee the to oversee the day-to-day operations of the Information interiors and facade upgrading, the extension of the Technology Division. Paragon with the merger of the Promenade site and the overall Centre Management. He was Senior Vice-President of Information Technology Division from 2001 to May 2011, when he was appointed With the acquisition of The Clementi Mall in 2010, as Head of Administration. Mrs Sng is also the Executive Director of CM Domain Pte Ltd, a joint venture between SPH subsidiary Times He holds a Bachelor of Science (Honours) from the Properties, NTUC FairPrice and NTUC Income. National University of Singapore. The Clementi Mall officially opened with 100 per cent occupancy in May 2011. She is also the Chairman of the Orchard Road Business Association, an appointment Quek Khin Geok that she has held since September 2006. Vice-President, Internal Audit Ms Quek holds a Bachelor of Accountancy degree from Between 1983 and 2005, Mrs Sng was with SPH and the University of Singapore and had previously worked last held the position of Executive Vice-President in Pricewaterhouse & Co, Hong Leong Finance Ltd, responsible for the Group’s Properties, Administration, Overseas Union Bank Ltd and United Engineers Ltd. Information Resource Centre, Legal/Secretariat and She headed the internal audit function at United Corporate Relations functions. Prior to SPH, she was in Engineers Ltd for more than three years prior to joining the Government Administrative Service and worked the SPH Group. in the Ministries of Health, Finance and Home Affairs. Mrs Sng holds a Master of Science from the University Apart from more than 20 years of experience in internal of Singapore. audit, Ms Quek has been involved in external audit, credit marketing and operations, and retail banking.

Loh Yew Seng A Certified Fraud Examiner, Ms Quek is a member of Chief Executive Officer, SPH Magazines Pte Ltd the Institute of Internal Auditors and a Fellow of three Mr Loh was appointed Chief Executive Officer of SPH professional bodies: The Institute of Certified Public Magazines Pte Ltd in June 2006. He joined SPH in Accountants of Singapore (ICPAS), CPA Australia July 2001 and was Vice-President of Finance and Chief and ACCA. Financial Officer for the magazines business group before his current appointment.

Mr Loh began his career in 1994 with Arthur Andersen and held notable corporate finance and financial analyst positions in Banque International à Luxembourg, Van der Horst Limited and Visa International.

He holds a Bachelor of Accountancy, Honours (Second Class, Upper) from Nanyang Technological University and has been a CFA charterholder since 1999. 30 Singapore Press Holdings annual report 2011 31 CEO’s overview OF GROUP OPERATIONS 30 Singapore Press Holdings annual report 2011 31

Despite an uncertain economic NEWSPAPERS climate and a fast-changing The Group’s print media held its ground against increased media landscape, SPH’s core competition from various new media platforms, with total business remained resilient newspaper circulation averaging 981,339 copies per day, only a slight year-on-year decline of 0.2 per cent. for FY 2011. SPH’s newspapers performed well during the General Elections period, when total daily sales averaged The Group’s net profit was 1,037,000 copies, an increase of 71,000 copies. $389 million. Its revenue from Shin Min Daily News, in particular, scored a record high of 186,000 copies on Election Results Day. the Newspaper and Magazine segment grew year-on-year by The Straits Times held its position as the best-read paper in Singapore with a daily readership of 1.4 million, $39 million (4 per cent) according to the Nielsen Media Index 2010 survey. to $1,013 million. Aided by a subscription drive, the Group’s flagship registered a year-on-year growth of 0.6 per cent to 354,654 copies. It also launched its iPad application as Print advertisement revenue well as a monthly newsletter for subscribers. rose by $42 million (5.7 per Lianhe Zaobao continued to establish its reputation as an authoritative source and insightful voice of information cent), boosted by strong display and opinions for Chinese communities at home and advertisement sales. abroad. Mr Goh Sin Teck became its new editor after former editor Mr Lim Jim Koon retired from the post to become its editorial advisor.

The New Paper remained the second best-read paid English daily in Singapore (Nielsen Media Index 2010). More significantly, it was the top choice for young readers in the 15 to 29 age group, and the second most popular newspaper with advertisers (Marketing Magazine). The paper’s revamped website was launched in April 2011. 32 Singapore Press Holdings annual report 2011 33 CEO’s overview OF GROUP OPERATIONS

NEWSPAPERS

The Business Times secured its position as Singapore’s The Central Integrated Newsroom of Shin Min Daily News best-read business daily (Nielsen Media Index 2010). and Lianhe Wanbao launched Victory Trail, a tabloid-size The paper kept up its busy schedule of events including horse racing guide in November 2010. The bilingual guide the Singapore Business Awards and Singapore became a must-read for all race goers. Corporate Awards to promote excellence in the business community. Thumbs Up Junior, a fortnightly Chinese publication for primary one and two students, was launched in Berita Harian continued to actively engage its community March 2011, adding to the existing portfolio of student through various activities. In March, the paper’s student newspapers comprising zbCOMMA and Thumbs Up. media club, Kelab Obor, celebrated its fifth anniversary. The print Classifieds business also saw a leap forward, Tamil Murasu celebrated its 75th anniversary with a new with the installation of a new Classified Advertisements look. The paper sold a record 29,300 copies on May 14, Sales Hub (CASH), which allowed the CATS call-centre 2011, the highest in its history. Mr Jawharilal Rajendran sales representatives to book advertisements in English, took over the helm from Ms Nirmala Murugaian as the Chinese and Malay. This opened up opportunities to Tamil daily’s editor in June this year. sell advertisements across different SPH publications, and enhanced the efficiency for CATS Classified, tabla!, the free English weekly launched by Tamil Murasu which handles about three million advertisements Ltd for the Indian community in Singapore, saw growth in every year. both readership and advertising revenue. The paper has a weekly readership of about 120,000, via its 30,000 print We also launched the SPH Media Widget, an interactive copies and website. virtual tool for advertisers and advertising agencies to download onto their computer desktop so that they can My Paper’s bilingual readership jumped in FY 2010 to easily access SPH’s extensive suite of cross-media products 345,000, up from 320,000 the previous year. The paper and services when they plan for their ad campaigns. launched its Facebook page to interact with readers. In April, the free compact paper held its fourth My Paper Executive Look contest, attracting 530 applicants including investment bankers, lawyers and doctors.

Lianhe Wanbao enjoyed a strong following for its entertainment and health coverage. Product branding events such as the Lianhe Wanbao Beauty & Healthcare Fair and the Singapore Entertainment Awards were well received by readers.

The daily readership of our other evening newspaper, Shin Min Daily News, soared to 451,000, driven by its winning combination of human-interest stories, sports, soccer, racing coverage, plus food and lifestyle features that appealed to its heartland readers. Shin Min also organised its signature events including the popular Shin Min Fun Drive and Shin Min City Hawker Food Hunt to engage readers. 32 Singapore Press Holdings annual report 2011 33 34 Singapore Press Holdings annual report 2011 CEO’s overview OF GROUP OPERATIONS 35

magazine combined the essence of the Chinese quarterly MAGAZINES magazine with its own unique content covering a wide range of health and wellness topics, including western and eastern healthcare practices. The Nielsen Media Index 2010 placed Her World, Female, Home & Décor and Men’s Health at the top of Chinese entertainment magazine UW (U-Weekly) their respective product categories. Her World further celebrated its 10th anniversary with a compact sized new extended its reach and is now read by nearly a quarter of look and punchy content. a million readers every month. ZbBz, the luxury magazine for bilingual elites, maintained Home & Décor also launched its inaugural annual robust advertising revenue growth while delivering high supplement, Renovate, to great reception from readers quality journalism in its second year in the market. and advertisers alike.

Two spin-off titles which were formerly released annually - The Peak Domain and ICON Weddings - became biannuals. NEWSPAPER SERVICES

SPH Magazines continued to extend its online presence by making strategic investments to boost its regional Our print products continued to win international footprint. It acquired a 34 per cent stake in Antarctica recognition for its print quality. SPH won awards for all of Interactive Private Limited, the holding company of the its three entries to the International Color Quality Club. Luxury Insider Group. The Group owns online properties, The awards reaffirmed the quality standards achieved by Luxury-Insider.com and Inluxe.cn; luxury magazine our three printing presses, the Colorliner, KBA and UNISET. Baccarat published in Hong Kong; as well as ULTIMA magazine, a custom title for Citibank’s high net worth The upgrading and renewal project at Print Centre clients. was completed in July 2011, covering the three key components including the colour upgrade, control renewal In addition, popular forum-based IT website, and computer-to-plate systems. The UNISET press, www.hardwarezone.com, rolled out its new platform to which has been optimised to print commercial publications, Malaysia and Philippines, providing localised content to completed more than 250 print jobs of various formats and reach high growth markets as Internet access continued sizes, with pagination ranging from four to 64 pages, to grow significantly in Southeast Asian markets. and print orders ranging from 1,000 to 160,000 copies.

HardwareMAG celebrated its 10th anniversary and SPH Buzz Pte Ltd increased its retail footprint to a total of 67 became the first home-grown technology magazine to ‘pods’ over the last five years. These outlets, representing a be made available digitally and on iPad for its local and new generation of newsstands, fulfilled our readers’ appetite foreign audiences. for the latest publications, as well as provided up-to-date news feeds direct from our newsroom via a scrolling LED Another SPH subsidiary, Focus Publishing, also enjoyed display. a fruitful year. Its popular magazine Health No.1 became Singapore’s best-selling Chinese health and lifestyle The Buzz network also evolved into a modern quarterly magazine within a year of its launch. convenience chain by venturing into shopping malls and commercial locations whilst maintaining a foothold Following the success of Health No. 1, Wellness No. 1 at major bus interchanges. A new series of Buzz was launched in February 2011. The English health merchandise has also been successfully launched to further enrich its product offerings. 36 Singapore Press Holdings annual report 2011 CEO’s overview OF GROUP OPERATIONS

NEW MEDIA

With the proliferation of smartphones and tablet devices in Zaobao.com continued to attract a strong following of the market, development and enhancement of applications Chinese-speaking audiences from around the world. on these platforms became a key focus to cater to the It currently draws 10 million monthly unique visitors and needs of users and advertisers. 100 million monthly page views on average, and has been consistently ranked the most popular print news and One of the major milestones in SPH’s new media media site in Singapore for five years by web-tracking development was the launch of The Straits Times on iPad. service Hitwise. Zaobao.com, in collaboration with The app was an instant hit with readers, garnering more SPH’s Interactive Business Unit, launched eNewstalk, than 126,000 downloads within 24 hours of its launch. an interactive Chinese e-learning platform for schools this year. The launch of the ST iPad and iPhone app not only reached out to more online readers, it also presented a new Bilingual news and entertainment web portal omy.sg opportunity for many advertisers who wanted to see their continued to break new ground in the social media scene campaigns presented on an impactful multimedia platform. with the launch of its “Social Media Fiesta” initiative. Mirroring the features of newspaper advertisements, It generated a lot of buzz in the social media scene with a new breed of “interactive print” advertisements were events such as the Singapore 4sq Day and Singapore created for the tablet platform. Social Media Day. omy.sg currently enjoys a steady following of over 550,000 unique visitors and 10 million Meanwhile, SPH’s suite of smartphone applications including page views on average each month. The Straits Times, Stomp, The Straits Times RazorTV, AsiaOne, SoShiok (Food), omy.sg (Entertainment), The New Leading Internet financial media and technology Paper (Football) successfully reached out to a new group ShareInvestor expanded its Investor Relations, generation of news consumers. Market Data Tools and IT services. The fully-owned subsidiary of SPH revamped its website and attracted With the target audience growing consistently and revenue more subscribers to its data services. In addition, from mobile advertising rising over 40 per cent year-on- it launched ShareInvestor Mobile for iPhones and Android year, there are plans to roll out more new apps for digital phones. The Group also won the contract to revamp the platforms soon. new Bursa Malaysia website. It expanded its regional presence by organising various cross-border investment Another new media highlight was the launch of the revamped fairs including the inaugural Indonesia GEMS 2011 and the straitstimes.com website, which incorporated Stomp, second Malaysia GEMS 2011. the paper’s popular citizen journalism site, and The Straits Times RazorTV, the online video content site. The integrated site, together with AsiaOne, which aggregates the Group’s online content, saw a 137 per cent jump in monthly page views to 220 million in August 2011 from 93 million in September 2010, while unique audience numbers grew by 60 per cent to 8.4 million in August 2011 from 5.2 million in September 2010. 37 38 Singapore Press Holdings annual report 2011 39 CEO’s overview OF GROUP OPERATIONS

BOOK PUBLISHING OUTDOOR ADVERTISING

Straits Times Press (STP), SPH’s book-publishing arm, SPH MediaBoxOffice (SPHMBO) firmly established launched “Lee Kuan Yew: Hard Truths to keep Singapore itself as the leading Digital Out-of-Home advertising going” in January this year. It was written by seven company with the largest number of inventories, journalists from The Straits Times based on extensive including eight large outdoor LED screens and more than interviews with the founding Prime Minister. The bestseller 450 indoor screens in mainly shopping malls and bank was translated into Chinese subsequently. branches island-wide.

Another notable book published by STP this year was The company’s dominance is most evident in large format “Diplomacy: A Singapore Experience”, written by former electronic billboards located in the Central Business Senior Minister Prof S Jayakumar. District, Orchard Road and suburban heartlands such as Toa Payoh and Clementi. It also has the most established network of digital screens in 23 shopping centres in Singapore, including recent additions such as Liang Court, PROPERTIES Tampines One and myVillage. The network reaches out to millions of consumers every month.

Paragon, SPH’s key property asset, continued to enjoy 100 SPHMBO was appointed by the National Heritage Board per cent occupancy for retail, medical and office space. as the organiser for the launch of “Singapore Biennale The mall is home to numerous international luxury brands 2011”. Featuring close to 25 international artists, it was and remains the destination of choice for the well-heeled the largest arts event in recent years. locals and tourists. In the face of competition from other malls along Orchard Road, Paragon embarked on a refurbishment Other major events organised and managed by SPHMBO of interior finishes in May 2010 to offer its shoppers a more included ‘Maybank NightWalk’, which attracted more compelling shopping experience. The whole enhancement than 10,000 participants at Marina Bay. The event was project was completed in December 2010. listed in the Singapore Book of Records for having the largest gathering of people taking part in a night walk in The Clementi Mall, SPH’s latest retail mall comprising Singapore. five levels of shopping space, officially opened on May 21, 2011. The mall has direct links to both the Clementi MRT Station and the bus interchange, in addition to two 40 storey HDB blocks above the retail podium. EVENTS AND EXHIBITIONS

The Clementi Mall was 100 per cent leased ahead of its completion. Its anchor tenants include FairPrice Finest, Since its incorporation in 2008, Sphere Exhibits, Best Denki, Foodfare Foodcourt, BHG Departmental Store, SPH’s events and exhibitions arm, has organised a total Popular Bookstore and the Clementi Public Library. The mall of 22 exhibitions featuring 750 exhibitors and attracting has been attracting large crowds of shoppers and is expected over 1.5 million visitors. to make valuable contributions to SPH’s property portfolio. Sphere also successfully organised a series of well- received consumer events such as Beerfest Asia 2011 and Asian Masters 2011. Meanwhile, Exhibits Inc continued to RADIO be the leading organiser in the IT and F & B sectors with its signature events – COMEX, IT SHOW, Food and Beverage Fair and World Food Fair. SPH UnionWorks had another profitable year. It introduced Radio on the Go and became the first broadcaster to acquire Exhibits Inc also announced that COMEX, Singapore’s a mobile device allowing outdoor real-time broadcasts biggest IT and technology exhibition, will make its debut in with sound quality close to studio broadcasting. The new Beijing, China in 2012. It will be launched by Sphere Exhibits broadcasting and marketing tool enabled both 91.3 FM and (Beijing) Co Ltd, a joint venture between Exhibits Inc Pte Radio 100.3 to do live programmes from overseas. Ltd, AsiaPac Distribution Pte Ltd and AKL Beijing Limited. 38 Singapore Press Holdings annual report 2011 39

Paragon Food & Beverage Fair 2011

BizLink Exhibition Services enjoyed great success as a With the strong support of all stakeholders, we have been trade fair organiser with the Singapore Gifts & Premiums able to deliver a sustained performance in FY 2011. We also Fair returning for the 12th year in 2011. It was also the owe our good performance to our staff’s hard work and appointed event organiser for the Franchising & Licensing commitment. Asia show this year. I am confident that with the strong support of our Following the success of its inaugural trade show for readers, advertisers, customers, the collective strengths the construction industry, BuildTechAsia, Sphere will of our dedicated staff and union and strategic guidance continue to grow its trade sector to allow exhibitors from the Board, we will continue to live up to our to select from a range of Meetings, Incentive Travel, company’s brand statement – to be the region’s leading Conventions and Exhibitions to develop their business media organisation, engaging minds and enriching lives ideas and expansion initiatives. across multiple languages and platforms. BUSINESS OUTLOOK

The recent global events, including the historic downgrade of US sovereign credit and European debt woes, have caused fresh jitters in global financial markets. It has also affected the projected economic outlook for Singapore.

Given the uncertain forecast, we will continue to monitor our cost levels closely while devoting resources to operating our core newspaper business and growing adjacent businesses beyond print.

As the global media trend points towards digital publications as the next step in publishing innovation, we will continue to innovate and create media products which are relevant to the changing needs of our readers Chan Heng Loon, Alan and advertisers. Chief Executive Officer 40 Singapore Press Holdings annual report 2011 41 Significant EVENTS

4 SEPTEMBER 2010 13 OCTOBER 2010 Tamil Murasu unveiled new look at 75th anniversary Sphere Exhibits acquired Eastern Directories’ concert Exhibitions Tamil Murasu, Singapore’s national Tamil language daily, Sphere Exhibits Pte Ltd’s wholly-owned subsidiary, celebrated its 75th anniversary with a gala concert at the Exhibits Inc Pte Ltd, acquired Eastern Directories’ University Cultural Centre. signature events - COMEX, IT SHOW, World Food Fair and Food and Beverage Fair. Key staff of Eastern The former President S R Nathan was the Guest-of-Honour Directories have also joined Exhibits Inc. Sphere Exhibits for the “Tamils in Nation Building” concert, which featured is a wholly-owned subsidiary of SPH. a medley of songs from yesteryear, exhilarating drum performances, traditional folk dances and fire displays. 4 NOVEMBER 2010 HardwareZone.com and MatchMove Games teamed 1 OCTOBER 2010 up to provide gaming entertainment Staff contributed to The Straits Times School Pocket HardwareZone.com teamed up with Singapore’s Money Fund MatchMove Games to provide gaming entertainment to To mark Children’s Day and The Straits Times School its users. Under the partnership, HardwareZone.com and Pocket Money Fund’s (SPMF) 10th anniversary, SPH staff MatchMove Games released a co-branded games site, showed their spirit of giving by donating their contributions hardwarezone.matchmovegames.com, which is powered by collected from the commemorative Help-A-Kid coin banks MatchMove Games’ gaming and social networking platform. to raise funds for the SPMF.

SPH had bought 4,000 commemorative coin banks for its 12 NOVEMBER 2010 staff to take part in the donation drive. SPH staff raised New racing guide Victory Trail launched over $18,000 for SPMF. Jointly published by the racing desks of SPH’s Chinese evening dailies Shin Min Daily News and Lianhe Wanbao, Victory Trail, a tabloid-size racing guide, hit the 7 OCTOBER 2010 newsstands on 12 November 2010. HWM celebrated 10th anniversary with launch of digital edition This bilingual full-coloured horse racing tabloid offers race HardwareMAG (HWM), the longest running consumer goers the latest racing news, tips by renowned tipsters technology publication in Singapore, celebrated its 10th local and abroad, up-to-date information on trainers, anniversary with a digital edition. It is the first home- jockeys and horses, as well as activities organised by the grown technology publication to be made available on a Singapore Turf Club. digital platform.

20 NOVEMBER 2010 11 OCTOBER 2010 Ammirul Emmran Mazlan received the Dollah Kassim SPH Magazines announced strategic investment in Award presented by The New Paper Luxury Insider Group Five of Singapore’s best young footballers were short- SPH Magazines acquired 34 per cent of Antarctica listed for the inaugural Dollah Kassim Award, named after Interactive Private Limited, the holding company of the the late Singapore football legend, who passed away on Luxury Insider Group. 14 October 2010.

The Luxury Insider Group is an integrated luxury media The Dollah Kassim Award, aimed at aspiring young talent, company which owns online publications Luxury-Insider.com, is an initiative by The New Paper, in partnership with the Inluxe.cn, as well as the luxury magazine Baccarat in Football Association of Singapore (FAS) and Singapore Pools. Hong Kong. The Group is also the contract publisher for Citibank for the latter’s ULTIMA magazine, a controlled National Under-15 player Ammirul Emmran Mazlan circulation title for ultra high net worth individuals. was named the winner of the Dollah Kassim Award in The Group has offices in Singapore, Hong Kong and December 2010 at the National Football Academy’s Shanghai. graduation ceremony. 40 Singapore Press Holdings annual report 2011 41

DECEMBER 2010 21 JANUARY 2011 Paragon’s Interior Refurbishment Completed “Lee Kuan Yew: Hard Truths to keep Singapore going” After its façade facelift was completed in early 2010, launched Paragon also embarked on a refurbishment project to The Straits Times Press launched “Lee Kuan Yew: Hard revamp its interior to offer a more compelling shopping Truths to keep Singapore going”, a book written by experience and establish itself as a premier high-end The Straits Times journalists based on interviews with mall on Orchard Road. Areas enhanced included the Minister Mentor Lee Kuan Yew over 10 months. It was mall’s flooring, ceiling works, wall cladding and railing officially launched by Mr Lee Kuan Yew at the St Regis. refurbishment, lift lobbies, carpark and change of mall signages. The refurbishment project was completed in December 2010.

8 DECEMBER 2010 CATS Classified launched state-of-the-art ad- booking system The Classified Advertisements Sales Hub (or CASH for short), the result of three years of effort by a multi- Launch of “Lee Kuan Yew: Hard Truths to keep Singapore going” functional, cross-divisional team at SPH, was officially launched by former Chairman Dr Tony Tan. 17 FEBRUARY 2011 The CASH system is an all-in-one system which is SVTA launched its new web portal CARS.SVTA in equipped to handle all types of advertisements in style different languages. The new system also allows staff to The Singapore Vehicle Traders Association (SVTA) has better serve advertisers with greater efficiency and offer launched CARS.SVTA, a new all-in-one marketplace that them more creative options. serves the requirements of motor dealers and car buyers with a listings and inventory module. The web portal is jointly developed by SVTA and SPH, a fitting collaboration as SVTA members’ bulk of classified ads has been featured prominently in SPH. All ads listed at CARS.SVTA will be reflected on ST701.com, SPH’s online version of CATS Classified.

24 FEBRUARY 2011 SPH launched brand new health magazine, Wellness No.1 Wellness No.1, a brand new English magazine focusing on health and wellness published by the Chinese Newspapers Division of SPH, was launched at the Paragon Atrium by former Health Minister Mr Khaw Boon Wan.

CATS Classified CASH System Launch of Wellness No.1 42 Singapore Press Holdings annual report 2011 43 Significant EVENTS

7 MARCH 2011 APRIL 2011 SPHMBO’s Digital Retail Network reached out to 80 Tamil Murasu’s average monthly sales hit record highs per cent of Singapore Singapore’s only Tamil language newspaper, Tamil Murasu, SPH MediaBoxOffice expanded its in-mall digital recorded an all-time high average monthly sales in April advertising network to several new locations, offering 2011. Tamil Murasu sold 18,700 copies – a 14 per cent advertisers a medium that reaches out to 80 per cent of jump over the previous record – while the Sunday edition Singaporeans and permanent residents. With close to saw an even more impressive monthly average of 26,500 200 digital screens in 23 popular shopping malls island- copies being sold, representing a 16 per cent spike from wide, it reaffirmed its position as the out-of-home media the previous high. company with the largest in-mall digital advertising network in Singapore. The record average monthly sales followed a steady increase since the paper’s revamp in September 2010.

7 MARCH 2011 SPH Media Widget for advertisers and advertising 18 APRIL 2011 agencies Mudah.my was Malaysia’s second most visited website SPH launched the SPH Media Widget, an interactive Mudah.my, an online marketplace operated by 701Search virtual tool that advertisers and advertising agencies can Pte Ltd, a joint venture between SPH and Schibsted ASA, download onto their computer desktop for easy reference was the second most visited website in Malaysia, and access whenever they are planning their next campaign. just after Facebook.

Based on the latest official rankings published jointly by 10 – 13 MARCH 2011 the Malaysian Digital Association and ratings agency, IT Show 2011 turned 10 with biggest haul of Effective Measures, Mudah.my overtook much more exhibitors and exhibition space established global giants, like Google and Yahoo, to clinch Singapore’s largest IT consumer exhibition – IT Show 2011 the second place with unique visitor counts of more than – marked its 10th anniversary with its biggest show ever. 4.5 million in March 2011. More than 830 exhibitors took part in this mega show covering over 350,000 square feet of exhibition space. Organised by Exhibits Inc, a wholly-owned subsidiary of 27 – 29 APRIL 2011 SPH, the four-day show was held at Suntec Singapore. BuildTechAsia 2011 made its debut The inaugural BuildTechAsia 2011 made its debut to further drive the momentum in the region’s construction industry. 14 MARCH 2011 A taste of paradise at the Food & Beverage Fair 2011 Exhibits Inc, a subsidiary of SPH, organised the 10th edition 13 MAY 2011 of the Food & Beverage Fair. It was billed as the largest SPH media garnered strong following during General annual Food & Beverage event in Singapore, and was Elections 2011 widely trusted by consumers and industry partners alike. SPH’s newspapers and online platforms garnered a strong following during the 2011 General Election (GE2011) period, starting from Nomination Day on 27 April till the 25 MARCH 2011 publication of post-GE analysis on 9 May. The Group’s Lianhe Zaobao launched Thumbs Up Junior for newspapers registered record increases in circulation while primary one and two students its online products captured impressive page views. Lianhe Zaobao launched Thumbs Up Junior, a Chinese student newspaper, with the aim to enhance the students’ The evening Chinese newspapers, Lianhe Wanbao and proficiency in the Chinese language through materials Shin Min Daily News, had the highest percentage average which are outside of their regular school syllabus. daily increases of 15.8 per cent and 12.9 per cent per day respectively over the 12-day period, compared to pre-GE sales. Shin Min’s 8 May edition (after Polling Day) hit a high of 186,000, a 45.3 per cent increase. Wanbao’s 8 May circulation of 135,000 was a 55 per cent jump.

From 27 April to 8 May, there were some 116 million page views and some 7.9 million video views on straitstimes.com, Stomp, AsiaOne, The Straits Times RazorTV, Zaobao.com and omy.sg. Launch of Thumbs Up Junior 42 Singapore Press Holdings annual report 2011 43

The Pitch was a new “reality” contest that challenged 15 MAY 2011 advertising agencies to pull out all stops and come out Shape Singapore launched the country’s first with their strategic and creative best. For their win, women-only mass yoga event BBDO/Proximity and PHD were presented with $20,000 SPH Magazines organised its first Shape Yoga in the City in cash and $250,000 worth of media credits from SPH. at *SCAPE on May 15. The mass yoga session was led by Copper Crow, Country Managing Teacher for Pure Yoga, followed by refreshments and wellness talks. 9 JUNE 2011 Straits Times Press launched Professor S Jayakumar’s book “Diplomacy – A Singapore 21 MAY 2011 Experience” Official Opening of The Clementi Mall Straits Times Press, the book publishing arm of SPH, The Clementi Mall, SPH’s newest shopping hub, was launched “Diplomacy – A Singapore Experience”, officially opened by Mr Lim Swee Say, Minister in the written by Professor S Jayakumar, former Senior Prime Minister’s Office and NTUC Secretary-General, Minister and Minister for Foreign Affairs. and Dr Tony Tan, former Chairman of SPH.

4 JULY 2011 ShareInvestor opened forum on its financial portal to all ShareInvestor opened the forum on its financial portal, ShareInvestor.com, to non-subscribers on this day. The ShareInvestor Forum (SI Forum) is a platform for financial savvy netizens to share their investment experiences. Official Opening of The Clementi Mall

1 AUGUST 2011 26 MAY 2011 The Straits Times’ applications for the iPad and UW (U-Weekly) celebrated 10th anniversary with new iPhone look and content The Straits Times launched its new application for the UW (U-Weekly), Singapore’s first hybrid entertainment, iPad and an enhanced application for the iPhone. lifestyle and social news magazine, celebrated its 10th The new apps helped the newspaper to extend its anniversary with a vibrant new look, newsier content and presence across all digital platforms, and establish greater a handy compact size. relevance, with both readers and advertisers.

28 MAY 2011 31 AUGUST 2011 Inaugural Indonesia GEMS 2011 offered insights into Announcement on COMEX China Indonesia’s public-listed companies COMEX, Singapore’s biggest IT and consumer technology ShareInvestor collaborated with The Business Times, exhibition, will be making its debut in Beijing, China, KADIN (Indonesian Chamber of Commerce and Industry) in 2012. It will be launched by Sphere Exhibits (Beijing) and AEI (Association of Indonesian Public Listed Co Ltd, a joint venture between Exhibits Inc Pte Ltd, Companies) to organise Indonesia GEMS 2011. AsiaPac Distribution Pte Ltd and AKL Beijing Limited. Exhibits Inc is a wholly-owned subsidiary of Sphere Exhibits Pte Ltd, the events and exhibitions subsidiary 3 JUNE 2011 of SPH. COMEX China is scheduled to be held from SPH’s inaugural cross-media trade show a huge success 4 to 7 October 2012 at the Beijing Exhibition Centre. SPH held its first large scale trade event - “SPH Turns You It will showcase new product categories and bring ON!” for advertisers and marketers to experience the manufacturers, distributors, IT and gadget enthusiasts and extensive suite of media and engagement platforms that consumers from all over Asia and China under one roof for SPH offers. the first time. At the event, SPH also presented the Golden Cleaver Award to BBDO/Proximity together with their media agency partner PHD, which came out tops for The Pitch. 44 Singapore Press Holdings annual report 2011 45 Corporate social responsibility - SINGAPORE PRESS HOLDINGS

The Straits Times School Pocket Money Fund’s 10th anniversary SPH Gift of Music at the Esplanade Outdoor Theatre

As a good corporate citizen, SPH has given back to the community in many ways. In 2010 alone, SPH has donated and helped raise more than $8 million towards various charitable causes, including education, charity, community, sports, arts and culture, wildlife conservation and the environment. In June 2010, the SPH Staff Volunteers Club was set up to promote staff volunteerism. SPH staff are given two half days a year to volunteer for a good cause supported by the company.

SPH has clinched several awards for its corporate social responsibility efforts. SPH was honoured with the President’s Social Service Award (PSSA) in August 2011 in recognition of its extensive corporate social responsibility efforts. It was the only corporate winner this year. The PSSA is a highly prestigious award conferred by the Office of the President of the Republic of Singapore, and is organised by the National Council of Social Service and the Ministry of Community Development, Youth and Sports.

SPH and the SPH Foundation also clinched the Corporate Platinum Award by the Community Chest, and the Singapore HR Award for Corporate Social Responsibility. 44 Singapore Press Holdings annual report 2011 45

SPH & SPH Foundation Charity Giving ChildAid 2010

For its longtime support of the arts and culture, SPH was SPH also supported literary arts through the SPH-Golden honoured with the Distinguished Patron of the Arts award Point Award 2011, which was launched to search for the by the National Arts Council for the 19th consecutive year. best literary talents in short story and poetry writing. Radio 100.3 of SPH UnionWorks also received the Organised by the National Arts Council, the biennial Distinguished Patron of the Arts award. Bilingual website writing competition was jointly sponsored by SPH and omy.sg was named Associate of the Arts, while the SPH the SPH Foundation, in conjunction with the Singapore Foundation was given the Arts Supporter Award. Writers Festival. This year’s competition attracted a total of 749 entries from 670 participants. SPH also received the Partner of Heritage Award at the Patron of Heritage Awards 2010 organised by SPH is also the Silver Anniversary Sponsor of the National Heritage Board for its consistent support in the Singapore Dance Theatre from 2008 to 2013. conservation of the nation’s heritage.

CHARITY ARTS Engaging the community is the cornerstone of SPH’s SPH has been instrumental in bringing the arts to the charitable initiatives. It believes in giving back to the masses and creating a vibrant arts scene in Singapore. community that has supported the company through the years. The annual SPH Gift of Music series continued to entertain Singapore audiences with its wide-ranging SPH and SPH Foundation donated $400,000 to 20 programmes from classical, pop, jazz, rock to opera. charities at the annual charity giving event at the School The year-long series, which kicked off in March 2011, of the Arts. SPH donated $200,000 to 10 charities featured 20 community concerts staged at various serving the elderly while SPH Foundation donated parts of Singapore, including parks, shopping malls and another $200,000 to 10 children and youth charities. the Esplanade Outdoor Theatre. New acts which were featured this year included a jazz concert at VivoCity and a xinyao concert at the Singapore Botanic Gardens. 46 Singapore Press Holdings annual report 2011 47 Corporate social responsibility - SINGAPORE PRESS HOLDINGS

The Boys’ Brigade Sharity Gift Box Party The Great CEO Charity Cookout in aid of The New Paper’s Project Helping Hands

Apart from its contributions as a Group, it also leveraged on the reach of its newspaper products to raise funds for the underprivileged and more importantly, helped to raise the awareness of pressing social issues.

To mark Children’s Day and The Straits Times School Pocket Money Fund’s (SPMF) 10th anniversary, SPH staff donated generously to the SPMF, which has raised over $44 million in the last 10 years to support more than 85,000 children.

SPH’s annual children charity concert, ChildAid, organised in aid of SPMF and The Business Times’ Budding Artists Fund, was held at the Resorts World Sentosa in December 2010. Back for the sixth year, it featured 13 musical acts performed by 144 musical talents aged between seven and 19 years.

The New Paper played its part to highlight social issues concerning the elderly. Working with Ngee Ann Polytechnic and Lions Befrienders, it launched “Project Helping Hands” to help senior citizens live their golden years safely. The project raised funds to install wireless motion sensors in the apartments of the elderly who were living alone. 46 Singapore Press Holdings annual report 2011 47

President’s Challenge - “Thousand-Hand Bodhisattva” SPH Staff Volunteers Club by Taiyuan Dance Troupe

CEOs from 10 leading local companies swapped their SPH, as a Group, also contributed annually to President’s corporate suits for aprons and prepared specialty hawker Challenge by sponsoring advertising space in its major dishes to help raise funds for “Project Helping Hands”. newspapers to promote its various fund-raising activities. Proceeds from their culinary creations were donated to the Lions Befrienders Service Association. Participating CEOs The SPH Staff Volunteers Club, which was formed last included Mr Kenny Yap, Executive Chairman and Managing year, brought 100 children from five charities - SunBeam Director of Qian Hu Corporation, and Mr Terry O’Connor, Place, Life Community Services Society, St Andrew’s Chief Executive Officer of Courts. Autism School, REACH Family Service Centre and Children’s Cancer Foundation - to watch Walking with The New Paper is also known for its contributions to the Dinosaurs at the Singapore Indoor Stadium in December annual President’s Challenge. Since 2001, its signature 2010. It also took 55 children aged nine to 13 years from fund-raiser “Be Yourself Day” has raised over $1.24 million Rotary Family Service Centre and Beyond Social Services for various charities. for an educational tour at the Bollywood Veggies farm at Kranji in March 2011. SPH’s Chinese Newspapers Division also played an active role in helping the less fortunate through its annual The Boys’ Brigade Sharity Drive saw SPH staff adopting contributions to President’s Challenge. This year, 300 wishes and donating $18,000 worth of gifts. A year- it brought in the acclaimed dance drama “Thousand-Hand end party was organised at the News Centre Auditorium Bodhisattva” by the Taiyuan Dance Troupe from Shanxi for the beneficiaries from Caregiving Welfare Association, Province, China to raise funds. This mega production Touch Cancer Support and Yuhua Neighbourhood Link. raised over $100,000 through the sale of tickets, as well as donations by individuals and corporate organisations to For the first time this year, the SPH Red Apple Day support the elderly, disabled, families and youths from became a biannual event. Jointly organised with the 28 charities. Singapore Red Cross Society, the blood donation drives, held in January and July, collected a total of 400 units of blood from 587 donors comprising SPH staff and members of the public. 48 Singapore Press Holdings annual report 2011 49 Corporate social responsibility - SINGAPORE PRESS HOLDINGS

SPH Flea Market SPH Schools Relay Championships

EDUCATION SPORTS SPH grooms and nurtures dedicated individuals with Through supporting sports events, SPH aims to promote the interest to pursue a career as a journalist. This year, lifelong values such as teamwork, fair play and discipline. SPH gave out six SPH journalism scholarships, as well as 14 scholarships to the children of SPH employees and The SPH Schools Relay Championships, jointly hosted by newspaper vendors in recognition of their contributions to SPH and the Singapore Athletic Association, returned for the company. the 19th year. This year’s competition was held at the Bukit Gombak Stadium and attracted 1,492 athletes from 52 schools. CONSERVATION/ENVIRONMENT To encourage recycling and promote the joy of reading, The 13th edition of the Lianhe Zaobao Table Tennis Cup SPH launched the inaugural SPH Book Swop for staff took place at Velocity Mall on 11 and 12 June. The event to exchange their old books with their colleagues at the attracted more than 600 table tennis enthusiasts from event. Some 2,000 books were donated by staff and over 75 schools. books not taken up at the end of the event were donated to the Salvation Army.

The SPH Flea Market was also held to encourage staff to recycle and raise funds for charity through the sale of pre-loved items. Over $3,000 in cash was raised for the Salvation Army, with many more donations in-kind collected. 48 Singapore Press Holdings annual report 2011 49 Corporate social responsibility - SINGAPORE PRESS HOLDINGS FOUNDATION

Launch of SPH Foundation Arts Fund

The Singapore Press Holdings Foundation was SPH Foundation continued to support literary talent by incorporated in January 2003 with a seed funding of sponsoring the SPH-NAC Golden Point Award, Singapore’s $20 million from SPH. For the last eight years, it has premier writing competition in the nation’s four official been committed to building a community that embraces languages. This year’s Golden Point Award attracted a total language enrichment, creativity, diversity, healthy living of 749 entries from 670 participants. The Awards was part and sports. of the Singapore Writers Festival jointly sponsored by SPH Foundation and SPH.

ARTS SPH Foundation was also the Company Sponsor of the The inaugural SPH Foundation Arts Fund was launched Singapore Repertory Theatre’s The Little Company, in April 2011 at the Esplanade Theatre. The objective which produces quality plays for children up to 12 years of the Fund was to give the underprivileged the of age. Featuring professional full-time actors, the plays opportunity to enjoy and appreciate the arts. At the serve as excellent opportunities for family bonding. same time, the Fund would also help local arts groups At the same time, they teach children about being to produce quality productions and reach out to more creative and values such as caring for the environment. audiences.

To mark this launch, 103 elderly folks from three CHARITY charity organisations, namely AWWA Community Home, Demonstrating its commitment to promote the welfare Lions Befrienders and SWAMI Home Help Service, of the disabled and underprivileged children and youths, were invited as guests to watch 881 The Musical by SPH Foundation donated $200,000 to 10 children and the Toy Factory Productions. youth charities such as the Autism Children’s Centre, Lee Kong Chian Gardens School and The Spastic Subsequently, the SPH Foundation Arts Fund also Children’s Association School, at the annual charity purchased tickets for the less fortunate to catch giving on 4 August 2011. SPH Foundation also donated productions by The Theatre Practice, I Theatre, to other charitable organisations throughout the year. Singapore Repertory Theatre and Drama Box. 50 Singapore Press Holdings annual report 2011 Corporate social responsibility - SINGAPORE PRESS HOLDINGS FOUNDATION

SPH Foundation National Para-Swimming Championship 2011 SUN Club

EDUCATION CONSERVATION/ENVIRONMENT To educate youths on the importance of Total Defence, Since 2006, SPH Foundation has sponsored The Special SPH Foundation sponsored N.E.mation!, a competition Projects to Understand Nature (SUN) Club, a nature outreach for youths to express their personal reflections on Total programme for students with special needs. Field trips were Defence through animation. Targeted at students, organised to various parks and nature reserves to allow these they had to submit a one minute animation clip for public students more opportunities to understand and appreciate viewing. Their entries would be open for public voting and nature. An average of 60 trips would be organised yearly to judged by a panel of industry professionals. The winning benefit about 1,200 special needs children. clips, to be decided in February 2012, would be screened island-wide. The SPH Foundation is also an ardent supporter of wildlife conservation, with sponsorship of wildlife Reaffirming its pledge to promote the learning of language educational programmes as well as endangered animal studies, SPH Foundation gave out the Lim Kim San exhibits. These include the Proboscis Monkeys at the Memorial Scholarships to 10 outstanding students pursuing SPH Foundation Conservation Centre, Inuka the polar languages at local tertiary institutions this year. Started in bear, Conservation Ambassadors & Wildlife Buddies 2006, these bond-free scholarships are aimed at helping Programme at the Singapore Zoo and the Birds & Buddies deserving students from low-income families fund their Show at Jurong Birdpark. language studies degree programmes at local universities.

SPH Foundation also contributed to the PCF Assist yearly. SPORTS This was started by the PAP Community Foundation to Supporting two of its key objectives - promoting sports help needy students in the post secondary educational and reaching out to the disabled, SPH Foundation institutions with their schooling expenses. partnered the Singapore Disability Sports Council for the first time to host the inaugural SPH Foundation National Para-Swimming Championship 2011 at the Toa Payoh Swimming Complex. It attracted 97 participants with various physical and intellectual disabilities, with the youngest being nine years and the oldest 55 years old. 51 Environmental SUSTAINABILITY

SPH News Centre rooftop garden

In line with global efforts to save the environment, CLEAN & GREEN SPH adheres to a high standard of business ethics while Plants are grown to beautify the offices and create a cosy keeping environmental responsibilities in mind. environment for staff and visitors. Gardeners nurse the potted plants so that they can be recycled for decorations and used at company events. Trees are planted to provide ENERGY AND WATER CONSERVATION shades for parking lots and to reduce heat and glare from SPH optimises its equipment usages with proper scheduling the sun. of equipment power on and shutdown timings. SPH also has in place an efficient lighting control system for all its SPH is also looking into the installation of a landscape offices, including the printing plant, without compromising irrigation system which would help to improve the on safety and security. Energy-saving fluorescent tubes are efficiency of landscape maintenance and save on water widely used throughout our premises to conserve energy. consumption. In a year, we can save up to 1,679,000 kwhs or about $333,000 in cash. PARAGON GOES GREEN SPH has also installed water-saving devices at all its Paragon at Orchard Road is constantly looking into printing plants. The system treats all its waste effluent ways to be green. It participated in the Earth Hour in its waste treatment plant and ensures that it meets all consecutively in 2009 and 2010, by switching off the the National Environment Agency’s requirements before facade lightings for an hour. discharging the waste matters into the sewage system. The shopping mall has changed its car park lightings to the energy efficient LED lights. All lightings at the RECYCLE, RECYCLE AND RECYCLE common areas will be changed to energy-saving LED SPH recycles its production waste that includes aluminium lights progressively. printing plates, printing paper waste, paper wrappers and covers, by selling them to vendors who will recycle them for There is also a set of chillers with a self-cleaning system other industrial purposes. Last year, SPH sold about 4,000 installed to maintain effective heat transfer. If this metric tons of paper wastes and 200 metric tons of used method proves to be cost-efficient, the system will be printing plates. implemented for all the remaining chillers.

SPH strives to maximise the use of newsprint that is Paragon is planning to create a green roof at Level 6 of produced from recycled fibre or fibre from certified the mall. The green roof will help to shield direct heat forests. It aims to have 85 per cent of the newsprint from the sun, thus resulting in lower electricity and with recycled fibre or fibre from certified forests. energy required for the air-conditioning. 52 Singapore Press Holdings annual report 2011 Employee COMMENTARY

SPH Games Day Cycling trip to Batam

TRAINING AND DEVELOPMENT PROGRAMMES PROVIDING STAFF WELFARE SPH has a comprehensive range of talent management As an employer of choice, SPH continues to invest in and development programmes to cater to its diverse employees’ welfare. One of the most popular activities is workforce of over 4,000 employees. the monthly ‘Up on the Roof’ gathering, a chill-out session for staff to mingle with fellow colleagues as well as senior It continuously reviews its learning and development plans, management. and takes active steps to ensure that training programmes are relevant to both employee and business needs. This year’s SPH Family Day attracted close to 6,000 staff and family members to the Universal Studios Singapore for an exclusive evening of fun and entertainment. The SPH HEALTH AND SUSTAINABILITY PROGRAMME Sports and Leisure Club continues to organise various SPH launched the Health and Sustainability Programme recreational and social activities for staff. Some of the in 2011 to prepare its mature employees for transition into new activities organised this year included Self Defence the next phase of their lives and to understand more about Workshop, Harmonica Course, Tatva Yoga Clinic, retirement and re-employment. Zhao Bao Taiji, Jungle Trekking at Batam and a golf outing at Ria Bintan. Through a series of workshops, lunch time talks, and the Health and Sustainability Handbook, the programme During festive seasons such as Chinese New Year, raises awareness among the mature employees on the Ramadan and Deepavali, the CEO and Senior Management importance of total well-being. It also helps foster effective members take time to meet and mingle with staff of multi-generational working relationships in the workplace, different races, at the various office premises. and provides a smooth leadership transition with mature employees taking up advisory roles where applicable. PROMOTING WORK INNOVATION AND CREATIVITY Programmes are conducted to increase staff awareness SPH continues to motivate its staff to come up with of issues related to mature workers and help them creative and innovative ideas to improve its business communicate better with older colleagues. operations with the Continuous Improvement and Innovation initiative. Since its implementation, more than SPH also manages the career expectations of its staff 71 projects have been submitted, with $60,000 cash through a programme which teaches employees to cope rewards given out to winning teams. with the changes and challenges they face at work, as well as career adjustments in their workplace. Staff are also encouraged to contribute simple ideas through the Staff Suggestion Scheme that will help save costs, reduce waste, improve customer service and work environment or enhance the company’s image. 53

SPH Family Day Yoga class for staff

COMPENSATION AND BENEFITS In addition, ongoing communication with all staff is The pay cuts to the staff’s salary were fully restored in achieved through regular staff broadcasts as well as January 2011. A special lump sum payment was also made Presslines, SPH’s monthly staff newsletter. Staff are in January 2011 to make up for the pay-cut in 2009. encouraged to give feedback through VOICE (Voice Out Ideas, Concerns and Emotions), a dedicated email The E-salary letter and E-Performance Appraisal were where confidentiality is guaranteed. The email can be successfully implemented in January and August 2011 an idea, a compliment, a feedback, or a complaint. respectively. Previously, staff had to fill in appraisal forms This feedback channel allows staff to remain anonymous, manually. These initiatives have resulted in significant as users can choose to send emails from their private improvements in productivity. email addresses. Details of senders will not be revealed under any circumstances.

SUCCESSION PLANNING Succession planning for key management positions WINNING ACCOLADES is in place. The plan is reviewed and presented to the SPH has won seven awards at the Singapore HR Awards Remuneration Committee regularly. 2011 organised by the Singapore Human Resources Institute, including the highest honour – the Corporate HR Award. The awards won in the Leading HR Practices GROOMING FUTURE TALENT category included Talent Management, Retention & SPH has been offering university scholarships to selected staff Succession Planning, Employee Relations & People who wish to further their studies. The company also gave out Management, Learning & Human Capital Development scholarships to children of employees and news vendors. (Special Mention). SPH also garnered awards in the Special Category for Corporate Social Responsibility, In addition to the scholarships awarded by SPH, the Workplace Safety & Health, and Fair Employment SPH Foundation gave out the Lim Kim San Memorial Practices. Scholarships to outstanding students pursuing languages at local tertiary institutions. SPH also clinched a Gold award at the Singapore Health Awards 2010 for its dedication in promoting good health A total of 32 scholarships were offered and accepted in for its staff through various Workplace Health Promotion FY 2011. (WHP) programmes.

In addition, it received the Meritorious Defence Partner COMMUNICATIONS Award by the Ministry of Defence and the Meritorious Regular dialogue sessions with CEO are held with staff of Home Team Partner Award by the Ministry of Home all levels. The SPH Management Orientation Programme Affairs in recognition of its contributions, as well as its (SMOP) also provides opportunities for staff to interact support of its NSmen towards Total Defence. with senior management. 54 Singapore Press Holdings annual report 2011 Awards & ACCOLADES

Singapore Corporate Awards 2011 11th SIAS Investors’ Choice Awards 2010 Singapore HR Awards 2011 President’s Social Service Award 2011

CORPORATE GOVERNANCE AWARDS 4. Community Chest Awards 2011 1. Governance and Transparency Index 2011 • Corporate Platinum Award (14th position) 5. Partner of Heritage Award 2. Wall Street Journal Most Admired Singapore • SPH received Partner of Heritage Companies (5th position) 6. Friends of MCYS (Ministry of Community, 3. Singapore Corporate Awards 2011 Youth & Sports) Awards • Best Investor Relations (Bronze, “$1 billion and above market capitalisation’’ category) 7. Meritorious Home Team Partner Award

4. 11th SIAS Investors’ Choice Awards 2010 8. Total Defence Awards – Meritorious Defence • Most Transparent Company Award (Non- Partner Award Electronics Manufacturing Category) • Financial Journalist of the Year (The Business 9. Brand Finance Forum 2011 – Top 100 Most Times, Ms Jamie Lee) Valuable Brand • Best Financial Story of the Year (The Business • SPH (18th position) Times, Ms Michelle Quah) • The Straits Times (43rd position) • Investor Education Journalist of the Year • Lianhe Zaobao (78th position) (The Business Times, Ms Genevieve Cua) • Her World (83rd position) • Most Promising Journalist of the Year (Lianhe Zaobao, Ms Li Minwen, Christine) 10. Patron of the Arts Award • SPH and SPH UnionWorks (Radio 100.3) received Distinguished Patron of the Arts award. omy.sg OTHER CORPORATE AWARDS received the Associate of the Arts award and SPH 1. 2010 “Global Chinese Business 1000” by Yazhou Foundation received the Arts Supporter award Zhoukan - Winner 11. Singapore Health Award (Gold) 2. Singapore HR Awards 2011 • Corporate HR Award 12. ACCA Approved Employer • Talent Management, Retention & Succession Planning Award • Employee Relations & People Management Award EDITORIAL / PRINTING / CREATIVE ACHIEVEMENTS • Learning & Human Capital Development 1. Hsing Yun Journalism Award (Special Mention) • Lim Jim Koon, Lianhe Zaobao • Corporate Social Responsibility Award • Workplace Safety & Health Award 2. XMA Cross Media Awards 2010 • Fair Employment Practices Award • “Fashion Season@Orchard 2010” – 2nd placed winner 3. President’s Social Service Award 2011 • Corporate category 55

Singapore Corporate Awards 2011 11th SIAS Investors’ Choice Awards 2010 Singapore HR Awards 2011 President’s Social Service Award 2011

3. SISV (Singapore Institute of Surveyors and Valuers) • Best in Photojournalism Award – Sports Property Journalism Awards Photography – Gold (The Straits Times, • SISV Property Media Award – The Business Times Mugilan Rajasegeran) • SISV Property Journalist Award – The Business • Best in Design Award – Magazine Overall Design Times, Uma Shankari – Gold (MGZine by SPH Magazines) • Best in Design Award – Magazine Overall Design 4. Singapore’s Top Ten Favourite Brands 2010 – Bronze (Gourmet & Travel by SPH Magazines) (by Superbrands) • The Straits Times (5th position) 10. MPAS (Magazine Publishers Association of Singapore) Magazine Awards 2011 5. Singapore Infocomm Technology Federation • Consumer Magazine of the Year 2011 – Young Parents (SiTF) Awards • Magazine of the Year 2011 – Young Parents • Best Mobile Application Award – Stomp iPhone app • Best Use of Photography / Illustration – The Peak • Judges’ Choice Award – Stomp iPhone App Selections: Domain

6. 15th S-League Awards 2010 11. Society of Publishers in Asia (SOPA) 2011 Awards • Singapore Pools Picture Of The Year (Lianhe • Excellence in Information Graphics (Award for Zaobao, Lim Kok Meng) Excellence) – The New Paper on Sunday, for “Dinos Alive!” 7. 2010 RHB S-League Story of the Year • Excellence in Information Graphics (Honorable • The New Paper, David Lee, for “I Thought of Mention) - The New Paper on Sunday, Quitting” published on Sept 23 for “The Sewn Ship” • Excellence in Editorial Cartooning (Award for 8. INMA Awards 2011 Excellence) – The Straits Times for “Middle way • Marketing Solutions for Advertising Clients (for for reforms in China” circulation over 300,000) – 1st placing, • Excellence in Editorial Cartooning (Honorable for “Fashion Season @ Orchard 2010” campaign Mention) - The Straits Times for “The China Series” • Print Subscription Sales (for circulation over • Excellence in Feature Photography (Award for 300,000) – 3rd placing, for “The Straits Times Excellence) – The Straits Times for “Who will care “Success Series” campaign” for Ashwin?” • Marketing Campaign with the Best Results (for • Excellence in Feature Photography (Honorable circulation over 300,000) – 3rd placing, for the Mention) – The Straits Times for “Shattered Dreams” “Fashion Season @ Orchard 2010” campaign • Excellence in Magazine Design (Honorable Mention) – Female (October Edition) 9. WAN-IFRA 10th Asia Media Awards 2011 • Best in Infographics Award – Magazine 12. APEX Awards 2011 Infographics – Gold (The Straits Times / IN) • Grand Award in the Magazines & Journals • Best in Photojournalism Award – Feature category – SilverKris Photography – Silver (The Straits Times , • Award of Excellence (Custom – Published Neo Xiaobin) Magapapers & Newspapers) – Singapore Health • Award of Excellence (Custom – Published Magazine) – Singapore Nautilus 56 Singapore Press Holdings annual report 2011 Awards & ACCOLADES

Community Chest Awards 2011 Asian Publishing Awards 2011

13. Asian Digital Media Awards (ADMA) 2010 by 15. 2011 PANPA (Pacific Area Newspaper Publishers’ WAN-IFRA Association) Advertising Awards • Best in Mobile Media Award - Mobile Publishing • Best Single Ad (25,000 – 90,000) – WINNER(SPH a) Gold – The New Paper (Football Kaki) Creative Services, Marketing Division for The b) Silver – www.soshiok.com Business Times – “Singapore Business c) Bronze – www.stomp.com.sg Awards 2010”) • Best in Social Media Award - Innovative Use of • Best Print Campaign (90,000+) – Highly Social Media Commended (SPH Creative Services, Marketing a) Gold – www.omy.sg (Singapore Blog Awards) Division for The Straits Times – “91.3 FM”) b) Silver – www.straitstimes.com • Best Advertising Feature Or Supplement c) Bronze – www.omy.sg (Jack Neo’s Affair Scandal) (90,000+) – Highly Commended (SPH Special • Best in Cross Media Award - Cross Media Advertising Projects Unit, Marketing Division – “Tomorrow’s a) Gold Award – Singapore Tourism Board Night Eye Care Today”) Out 2010 • Best Advertising/Campaign Promoting Print In b) Bronze Award – Fashion Season @ Orchard 2010 A Trade Publication Or As An In-House Ad • Best in Cross Media Award - Cross Media Editorial (90,000+) – Winner (SPH Creative Services, Coverage Marketing Division – “SPH Ink Awards 2010”) a) Bronze – www.omy.sg (“Four Heavenly King” • Best Advertising/Campaign Promoting Print In Food Contest – Durian Puff) A Trade Publication Or As An In-House Ad • Best in Digital Content Award - User Generated (90,000+) – Highly Commended (SPH CATS Content (UGC) Classified, Marketing Division – “CATS Classified a) Bronze – www.stomp.com.sg Food Fest 2010”) • Integrated Solutions (One Or More Platforms) 14. Magnum Opus Awards 2011 – Highly Commended (SPH – “Fashion Season @ • Best Overall Editorial (Print Magazine) – Gold (SPH Orchard 2010”) Magazines for SilverKris) • We Wish (Best Idea A Client Did Not Buy) • Best Signed Editorial or Essay (Print Magazine) – Winner (SPH – “Launch of Integrated Resort in – Honorable Mention (Focus Publishing for Petir Singapore”) for “Private Tuition at Boon Lay”) • Best Feature Article (Print Newsletter)- Honorable 16. PANPA 2011 Newspaper of the Year Awards Mention (Focus Publishing for VOICES for • PANPA 2011 Marketer of the Year – Geoff Tan, “Without Pier”) Head, Strategic Marketing, SPH • Best Overall Editorial (Other Print Publication) • Newspaper Marketing Awards – Events (90,000+ – Silver (SPH Magazines for SingHealth) circulation) – “SPH Turns You ON!” Trade Event • Best Overall Design 4+ color (Other Print • Newspaper Marketing Awards – Young Readers Publication) – Silver (SPH Magazines for Singapore (90,000+ circulation) – The Straits Times Nautilus) Education Programme (STep) • Most Improved Design (Other Print Publication) – Gold (SPH Magazines for NSman) 57

Community Chest Awards 2011 Asian Publishing Awards 2011

17. WAN-IFRA International Newspaper Color 21. Tabbie Awards 2011 Quality Club (INCQC) 2010 – 2012 • Front Cover, Digital Imagery – Gold (Singapore • The Straits Times Nautilus) • Lianhe Zaobao • Feature Design and Front Cover – Honourable • Berita Harian Mention (Singapore Nautilus) • Illustration - Honourable Mention (Singapore Nautilus) 18. WAN-IFRA World Young Reader Prize 2010 • Newspapers in Education – IN, The Straits Times 22. Asian Publishing Awards 2011 student newspaper • Excellence Awards, Advertising Delivery – omy.sg • Excellence Awards, Best Use of UGC 19. Magazine of the Year 2011 by Marketing Magazine (User-Generated Content) – omy.sg • Magazine of the Year – Her World • Women’s Magazine of the Year – Her World 23. Aseanta Awards For Excellence 2011 • Chinese Magazine of the Year – ICON • Best ASEAN Travel Article – SilverKris for • Motor Vehicle Magazine of the Year – Torque “Kuala Lumpur’s mellow appeal” • Consumer Electronics Magazine of the Year – HardwareMAG (HWM) 24. 2010 W3 Awards • Parenting Magazine of the Year – Young Parents • Viral Marketing (Blog category) – Silver (omy.sg for • Interior Design Magazine of the Year – Home & Décor Project R: wedding 2.0) • Golf Magazine of the Year – Golf Digest • Website Features (Structure and Navigation • Men’s Magazine of the Year – Men’s Health category) – Silver (omy.sg for its website) (2nd position) • Youth Magazine of the Year – Seventeen (2nd position) PROPERTY ACCOLADES • Luxury Magazine of the Year – The Peak 1. Design and Engineering Safety Excellence (2nd position) Awards 2011 • Women’s Magazine of the Year – Female • Merit Award under the Residential Category (3rd position) (Sky@eleven) • Property Magazine of the Year – Luxury Properties (3rd position) 2. Singapore Retailers Association (SRA) Shopping • Local Business Magazine of the Year – Business Centre Scorecard 2011 Quotient (BizQ) (3rd position) • Outstanding Efforts in Advertising & Promotions (Paragon) 20. Newspaper of the Year 2011 by Marketing Magazine • The Straits Times (1st position) 3. Christmas Light-Up @ Orchard 2010 - Best Dressed • The New Paper (2nd position) Building Contest • My Paper (4th position) • Runner Up (Paragon) • The Business Times (5th position) • Lianhe Zaobao (6th position) 58 Singapore Press Holdings annual report 2011 Corporate governance REPORT

SPH is committed to achieving high standards of corporate governance, to promote corporate transparency and to enhance shareholder value. SPH is pleased to confirm that it has adhered to the principles and guidelines of the Code of Corporate Governance 2005 (“Code”).

The Annual Report should be read in totality for SPH’s full compliance.

BOARD MATTERS

Board’s Conduct of its Affairs Principle 1: Effective Board to lead and control the company

The Board provides leadership to the Group by setting the corporate policies and strategic aims. Matters requiring the Board’s decision and approval include:

1. Major funding proposals, investments, acquisitions and divestments including the Group’s commitment in terms of capital and other resources; 2. The annual budgets and financial plans of the Group; 3. Annual and quarterly financial reports; 4. Internal controls and risk management strategies and execution; and 5. Appointment of directors and key management staff, including review of performance and remuneration packages.

The Group has in place financial authorization limits for matters such as operating and capital expenditure, credit lines and acquisition and disposal of assets and investments, which require the approval of the Board.

To ensure that specific issues are subject to in-depth and timely review, certain functions have been delegated to various Board Committees, which would submit its recommendations or decisions to the Board. The Board Committees constituted by the Board are the Executive Committee, Audit Committee, Remuneration Committee and the Nominating Committee. Each of these Board Committees has its own terms of reference.

The Executive Committee’s (“EC”) principal responsibilities are:-

1. To review, with management, and recommend to the Board the overall corporate strategy, objectives and policies of the Group, and monitor their implementation; 2. To consider and recommend to the Board, the Group’s five year plan and annual operating and capital budgets; 3. To review and recommend to the Board proposed investments and acquisitions of the Group which are considered strategic for the long-term prospects of the Group; 4. To oversee the enterprise risk management function, by ensuring the proper implementation of a formal risk management framework for the Group; 5. To approve the Company’s asset allocation strategy, appointment and termination of external fund managers and investment/divestment of securities and review investment guidelines, treasury management and investment performance; 6. To act on behalf of the Board in urgent situations, when it is not feasible to convene a meeting of the entire Board; and 7. To carry out such other functions as may be delegated to it by the Board.

Details of other Board Committees are as set out below:

1. Audit Committee (principle 11); 2. Remuneration Committee (principle 7); and 3. Nominating Committee (principle 4).

The names of the members of the Board Committees are set out in the Corporate Information page of this Annual Report. 59

Board attendance The Board meets on a quarterly basis and as warranted by particular circumstances. Five Board meetings were held in the financial year ended 31 August 2011 (“FY 2011”). A Director who is unable to attend the meeting in person may participate via tele-conference. The attendance of the Directors at meetings of the Board and Board Committees, and the frequency of such meetings, is disclosed on page 65. A Director who fails to attend three Board meetings consecutively, without good reason, will not be nominated by the Nominating Committee for re-appointment and will be deemed to have resigned.

Training for Directors A comprehensive orientation programme, including site visits, is organized for new Directors to familiarize them with the Group’s operations, organization structure and corporate policies. They are also briefed on the Company’s corporate governance practices and the regulatory regime. Directors are updated from time to time on changes in relevant laws and regulations; industry developments and business initiatives; and analyst and media commentaries on matters related to the Company and the media industry.

Directors are informed and encouraged to attend relevant courses conducted by the Singapore Institute of Directors, Singapore Exchange Limited, and business and financial institutions and consultants.

For FY 2011, Directors attended a full-day workshop, where they were briefed on industry trends and challenges facing the Group and discussed its future strategy. Audit Committee members also attended training sessions on the latest Financial Reporting Standards developments, and the use and applications of Data Analysis.

Directors may, at any time, request further explanations, briefings or informal discussions on any aspect of the Group’s operations or business issues from the management.

Directors are also informed about matters such as the Code of Dealings in the Company’s shares as they are privy to price sensitive information.

Board Composition and Balance Principle 2: Strong and independent Board

Currently, the Board comprises 11 Directors, all of whom, except for the Chief Executive Officer (“CEO”), are non- executive and independent directors. Each director has been appointed on the strength of his/her calibre and experience. As a group, the Directors possess core competencies such as accounting, finance, business or management experience, industry knowledge and strategic planning experience. For effective deliberation and decision-making, the Directors have decided that the optimum size for the Board shall not exceed 12, except in special circumstances.

Key information regarding the Directors are set out in the Board of Directors’ section and on page 66 to page 68 which sets out their current and past directorships.

The Board and management recognize the advantage of open and constructive debate. To facilitate this, Board members are supplied with relevant, complete and accurate information on a timely basis. Non-executive directors may challenge management’s assumptions and also extend guidance to the management, in the best interest of the Group.

Non-executive Directors meet at least once annually without the presence of management.

Chairman and Chief Executive Officer Principle 3: Clear division of responsibilities between Chairman and Chief Executive Officer to ensure a balance of power and authority

The Company has a separate Chairman and CEO. The Chairman is a non-executive and independent director and also chairs the EC. He sets the agenda for Board meetings and ensures that relevant, accurate and complete information is made available to the Board. The Chairman has appointed some non-executive directors as directors in the Company’s subsidiaries to tap their expertise in specific areas and facilitate effective contribution by non-executive directors.

The CEO bears executive responsibility for the Group’s business and implements the Board’s decisions. The Chairman and the CEO are not related. 60 Singapore Press Holdings annual report 2011 Corporate governance REPORT

Board membership Principle 4 : Formal and transparent process for appointment of new directors

The Nominating Committee (“NC”) comprises four independent directors. It regularly reviews the balance and mix of expertise, skills and attributes of the Directors in order to meet the business and governance needs of the Group, shortlists candidates with the appropriate profile for nomination or re-nomination and recommends them to the Board for approval. It looks out for suitable candidates to ensure continuity of Board talent. Some of the criteria used are integrity, independent mindedness, diversity of competencies, ability to commit time and effort to the Board, track record of good decision- making, experience in high-performing companies and financial literacy. The Committee may seek advice from external search consultants where necessary.

The NC regards succession planning as an important part of corporate governance and has an internal process of succession planning to ensure the progressive and orderly renewal of Board membership.

The appointment of Directors is also in accordance with Section 10 of the Newspaper and Printing Presses Act (Cap 206).

Directors’ re-nomination and independence are reviewed by the NC on an annual basis. Article 111 of the Articles requires one-third of the Directors, or the number nearest to but not less than one-third, to retire by rotation at every annual general meeting (“AGM”). These Directors may offer themselves for re-election, if eligible. Directors of or over 70 years of age are required to be re-elected every year at the AGM under Section 153(6) of the Companies Act before they can continue to act as a Director.

The NC has ascertained that for the period under review, all non-executive Directors are independent and that Directors have devoted sufficient time and attention to the Group’s affairs.

A Director who has no relationship with the Group or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of his independent business judgment in the best interests of the Company, is considered to be independent.

The NC noted that although the total fees billed by M/s Allen & Gledhill (“A&G”) (of which a Director, Mr Lucien Wong is a partner) to the Group in FY 2011 had exceeded $200,000, this amount did not represent a significant portion of A&G’s total legal fees such that it would compromise his independent judgment and objectivity in his deliberations in the interest of the Company. On that basis, the NC determined him to be an independent Director.

Board Performance Principle 5: Formal assessment of the effectiveness of the Board and contribution of each director

The Nominating Committee reviews the Board’s performance on an annual basis, and decides how this may be evaluated, based on performance criteria approved by the Board.

The Board has implemented a process for assessing the effectiveness of the Board as a whole and for assessing the contribution by directors to the effectiveness of the Board.

Directors are required, periodically, to complete a Questionnaire seeking their views on various aspects of Board performance, such as Board composition, information, process and accountability. The Company Secretary compiles Directors’ responses to the Questionnaire into a consolidated report. The report is discussed at the NC meeting and also shared with the entire Board.

Some of the criteria for assessing the Board’s collective performance include Board composition and size, the Board’s access to information, Board processes, Board accountability, standard of conduct and performance of its principal functions and fiduciary duties, guidance to and communication with the management and Board Committee performance.

Assessment of individual Directors’ performance is undertaken by the NC, based on factors such as the Director’s attendance; participation and contribution at Board meetings; and industry and business knowledge.

The NC is of the view that the financial indicators set out in the Code as guidance on the evaluation of Directors are not appropriate as they are more a measure of the management’s performance. 61

Access to information Principle 6: Provision of complete, adequate and timely information prior to board meetings and on an on-going basis

The Board is provided with quarterly financial accounts, other financial statements and progress reports of the Group’s business operations. The quarterly financial results and annual budget (including the forecast) is presented to the Board for approval. The monthly financial statements are made available to members of the EC.

As a general rule, board papers are sent to Directors at least one week in advance in order for Directors to be adequately prepared for the meeting. Senior management attends Board meetings to answer any queries from the Directors. The Directors also have unrestricted access to the Company Secretary and the senior management at all times.

The Company Secretary attends all Board meetings and ensures that board procedures are followed. The Company Secretary also organizes orientation and training for new directors, as well as update Directors on changes in laws and regulations. It is the Company Secretary’s responsibility to ensure that the Company complies with the requirements of the Companies Act and the Listing Manual.

The Articles provide that the appointment and removal of the Company Secretary is subject to the approval of the Board.

Should Directors, whether as a group or individually, need independent professional advice relating to the Company’s affairs, the Company Secretary will appoint a professional advisor to render the advice and keep the Audit Committee informed of such advice. The cost of such professional advice will be borne by the Company.

Remuneration Matters Principle 7: Formal and transparent procedure for fixing remuneration packages of directors.

The Remuneration Committee (“RC”) comprises four non-executive and independent directors.

The RC sets the remuneration guidelines of the Group for each annual period, including the structuring of long-term incentive plans, annual salary increases and variable and other bonuses for distribution to employees. It administers the SPH Performance Share Plan and the Employee Share Option Plan. The RC also reviews the remuneration of Directors including that of the CEO, and submits its recommendations to the Board for endorsement. The RC also reviews the remuneration of senior management.

The RC may seek expert advice inside and/or outside of the Company on remuneration of Directors and staff.

Level and mix of remuneration Principle 8: Appropriate remuneration to attract, retain and motivate directors

The level and mix of remuneration for Directors is set out under Principle 9.

Disclosure on Remuneration Principle 9: Clear disclosure on remuneration policy, level and mix

Directors’ Remuneration For the period under review, the CEO’s remuneration package includes a variable bonus element and performance share grant, which are based on the Company’s and individual performance and have been designed to align his interests with those of shareholders. As an executive director, the CEO does not receive Directors’ fees.

Non-executive directors, including the Chairman, are paid Directors’ fees, subject to the approval of shareholders at the AGM. Directors’ fees comprise a basic retainer fee, fees in respect of service on Board Committees, attendance fees, as well as fees for participation in special projects, adhoc committees and subsidiary boards. 62 Singapore Press Holdings annual report 2011 Corporate governance REPORT

The Directors’ fee structure for service on the Board and Board Committees is as follows:

$ Non-executive Chairman 115,000 Deputy Chairman 78,000 Non-executive Director 60,000 Audit Committee Chairman 37,500 Audit Committee Member 22,500 Nominating/Remuneration Committee Chairman 22,500 Nominating/Remuneration Committee Member 12,500 Executive Committee Chairman 40,000 Executive Committee Member 25,000

The attendance fees payable to Directors for attendance at each Board and Board Committee meeting are as follows:

Board meeting $2,000 Board Committee or adhoc committee meeting $1,000

A breakdown, showing the level and mix of each individual Director’s remuneration payable for FY 2011 is as follows:-

Directors’ Base/Fixed Variable or Benefits Fees2 Salary Bonuses in Kind Total Name of Director1 (%) (%) (%) (%) (%) Executive Director $2,000,000 to $2,249,999 Chan Heng Loon Alan (CEO)3 - 42.06 56.50 1.44 100

Independent Directors Below $250,000 Tony Tan Keng Yam (Chairman)4 79.42 - - 20.58 100 Cham Tao Soon (Deputy Chairman)5 100 - - - 100 Willie Cheng Jue Hiang 100 - - - 100 Chong Siak Ching 100 - - - 100 Ng Ser Miang 100 - - - 100 Ngiam Tong Dow 100 - - - 100 Sum Soon Lim 100 - - - 100 Lucien Wong Yuen Kuai 100 - - - 100 Yeo Ning Hong 100 - - - 100 Yong Pung How 100 - - - 100

Notes: 1 Dr Lee Boon Yang was not a director as at 31 August 2011. 2 Where relevant, includes fees for directorship in subsidiary/subsidiaries. 3 Excludes performance shares granted during the financial year. For details, please refer to the Directors’ Report. 4 Dr Tony Tan resigned as a Director and Chairman on 1 July 2011. 5 Prof Cham Tao Soon assumed the position of Acting Chairman on 1 July 2011. 63

Remuneration of Executives The Board has, on review, decided not to disclose the names of the Company’s top five executives given the competitive pressure and disadvantages that this might bring. The top five executives of the Company (excluding the CEO) in each remuneration band for this financial year are:-

Remuneration Bands No. of Executives $1,000,000 to $1,249,999 1 $750,000 to $999,999 2 $500,000 to $749,999 2 Total 5

The Company adopts a remuneration policy for staff comprising a fixed component, a variable component, and benefits in kind. The fixed component is in the form of a base salary. The variable component is in the form of a variable bonus that is linked to the Company’s and individual performance. The benefits in kind include club and car benefits. The RC approves the bonus for distribution to staff based on individual performance.

The above remuneration bands exclude performance shares granted to staff under the Performance Share Plan. Details of the Performance Share Plan are set out in the financial report section.

The Company does not employ any immediate family member of any Director or the CEO.

Accountability Principle 10: Board to present balanced and understandable assessment of the company’s performance

SPH is committed to discharging its obligation to provide prompt and thorough disclosures.

Management provides the EC, and the other Directors upon request, with the monthly management accounts within seven business days of month end. Quarterly and annual results are released via SGXNET within 45 days of the end of the quarter. The CEO and the Chief Financial Officer provide assurance to the Board on the integrity of these financial statements through a written representation.

Audit Committee Principle 11: Establishment of an Audit Committee with written terms of reference

Audit Committee The Audit Committee (“AC”) currently comprises four members, all of whom are independent non-executive directors.

The NC is of the view that the members of the AC have sufficient financial management expertise and experience to discharge the AC’s functions given their experience as directors and/or senior management in accounting and financial fields.

The AC performs the functions as set out in the Code. The AC has conducted an annual review of the performance of the external auditor and the volume of non-audit services to satisfy itself that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors, before confirming their re-nomination.

The AC meets with the external and internal auditors, without the presence of management, at least once a year. The audit partner of the external auditors is rotated every five years, in accordance with the requirements of the Listing Manual.

Quarterly financial statements and the accompanying announcements are presented to the AC for approval, before endorsement by the Board, to ensure the integrity of information to be released. 64 Singapore Press Holdings annual report 2011 Corporate governance REPORT

Code of Business Ethics and Employee Conduct Policy The Group has an existing Code of Business Ethics and Employee Conduct Policy (“Ethics Code”), which is posted on the Company’s intranet website, to regulate the ethical conduct of its employees. The Group also has a Whistleblowing Policy & Procedure which is posted on the SPH Corporate website, to allow staff and external parties such as suppliers, customers, contractors and other stakeholders, to raise concerns or observations in confidence to the Company, about possible irregularities for investigation. Such concerns include dishonesty, fraudulent acts, corruption, legal breaches and other serious improper conduct; unsafe work practices and any other conduct that may cause financial or non-financial loss to the Group or damage to the Group’s reputation. The Whistleblowing Policy encourages staff and external parties to identify themselves whenever possible to facilitate investigations, but will also consider anonymous complaints, in certain circumstances. It makes available to staff and external parties the contact details of the Receiving Officer, who may also forward the concern to the respective Heads of Division, CEO, Audit Committee Chairman and/or Chairman.

Internal Controls Principle 12: Sound system of internal controls

The Internal Audit Division (“IAD”) has an annual audit plan, which complements that of the external auditors. IAD’s plan focuses on material internal control systems including financial, operational, IT and compliance controls, and risk management. IAD also provides advice on security and control in new systems development, recommends improvements to effectiveness and economy of operations, and contributes to risk management and corporate governance processes. Any material non-compliance or lapses in internal controls together with corrective measures are reported to the AC.

Based on the audit reports and management controls in place, the AC is satisfied that the internal control systems provide reasonable assurance that assets are safeguarded, that proper accounting records are maintained and financial statements are reliable.

In the course of their statutory audit, the Company’s external auditors will highlight any material internal control weaknesses which have come to their attention in carrying out their normal audit, which is designed primarily to enable them to express their opinion on the financial statements. Such material internal control weaknesses noted during their audit, and recommendations, if any, by the external auditors are reported to the AC.

The Group has in place a Code of Dealings in SPH’s securities, which prohibits dealings in SPH securities by all Directors of the Company and its subsidiaries, and certain employees, within certain trading periods. The “black-out” periods are two weeks prior to the announcement of the Company’s financial statements for each of the first three quarters of its financial year and one month prior to the announcement of the Company’s full year financial statements. Directors and employees are also reminded to observe insider trading laws at all times, and not to deal in SPH securities when in possession of any unpublished price-sensitive information regarding the Group, or on short-term considerations.

Internal Audit Principle 13: Establishment of an internal audit function that is independent of the functions it audits

IAD is staffed with eight audit executives, including the Head of Internal Audit. Most of the IAD staff have professional qualifications, and are members of the Institute of Internal Auditors, Inc. (“IIA”). Some are qualified IT auditors and/or Certified Fraud Examiners. All IAD staff have to adhere to a set of code of ethics adopted from The Institute of Internal Auditors, Inc. The Head of Internal Audit reports directly to the chairman of the AC on audit matters, and to the CEO on administrative matters. IAD has adopted the Standards for Professional Practice of Internal Auditing set by IIA and ensures staff competency through the recruitment of suitably qualified and experienced staff, provision of formal and on-the-job training, and appropriate resource allocation in engagement planning.

The AC reviews IAD’s reports on a quarterly basis. The AC also reviews and approves the annual IA plans and manpower to ensure that IAD has the necessary resources to adequately perform its functions.

Communication with shareholders Principle 14: Regular, effective and fair communication with shareholders

The Company holds analysts’ briefings of its half-year and full-year results and a media briefing of its full year results. The quarterly financial results are published through the SGXNET, news releases and the Company’s corporate website. 65

A webcast of the half-year and full-year results briefing is also available on the website. The date of release of the results is announced through SGXNET about two weeks in advance.

The Company does not practise selective disclosure. Price-sensitive information is first publicly released through SGXNET, either before the Company meets with any investors or analysts or simultaneously with such meetings. All shareholders of the Company receive the summary financial report, and, on request, the full annual report, and notice of AGM, which is held within four months after the close of the financial year. The notice is also advertised in the newspapers. The summary financial report and the annual report are also available on the Company’s corporate website, www.sph.com.sg.

Principle 15: Greater shareholder participation at AGMs

The Articles allow a shareholder to appoint one or two proxies to attend and vote instead of the shareholder. The Articles currently do not allow a shareholder to vote in absentia.

Resolutions are, as far as possible, structured separately and may be voted on independently. All polls are conducted in the presence of independent scrutineers.

The Company is in full support of shareholder participation at AGMs. For those who hold their shares through CPF nominees and who are not registered as shareholders of the Company, the Company welcomes them to attend the AGM as observers.

All Directors, including the chairmen of the EC, AC, NC and RC, and senior management, are in attendance at the AGMs and Extraordinary General Meetings to allow shareholders the opportunity to air their views and ask Directors or management questions regarding the Company. The external auditors are also invited to attend the AGMs to assist the Directors in answering any queries relating to the conduct of the audit and the preparation and content of the auditors’ report.

Directors’ Attendance at Board and Board Committee Meetings for FY 2011

Board Executive Audit Remuneration Nominating Name of Director1 Committee Committee Committee Committee Tony Tan Keng Yam2 (Chairman) 4 out of 4 8 out of 8 - 3 out of 3 1 out of 1 Cham Tao Soon (Deputy Chairman) 5 out of 5 10 out of 10 - 3 out of 38 2 out of 2 Chan Heng Loon Alan (CEO) 5 out of 5 10 out of 10 - - - Willie Cheng Jue Hiang 5 out of 5 1 out of 14 4 out of 4 4 out of 4 - Chong Siak Ching 4 out of 43 1 out of 15 2 out of 36 - - Ng Ser Miang 4 out of 5 - - - 1 out of 2 Ngiam Tong Dow 5 out of 5 - 1 out of 17 4 out of 4 - Sum Soon Lim 5 out of 5 9 out of 10 - - - Lucien Wong Yuen Kuai 5 out of 5 - 4 out of 4 2 out of 29 - Yeo Ning Hong 5 out of 5 9 out of 10 4 out of 4 - - Yong Pung How 5 out of 5 - - - 2 out of 2

Notes : 1 Dr Lee Boon Yang was not a Director as at 31 August 2011. 2 Dr Tony Tan resigned as a Director & Chairman, ExCo Chairman, Remuneration Committee member and Nominating Committee member, all wef 1 July 2011. 3 Ms Chong Siak Ching was appointed as a Director on 22 October 2010. 4 Mr Willie Cheng is not a member but was invited to attend this meeting. 5 Ms Chong Siak Ching is not a member but was invited to attend this meeting. 6 Ms Chong Siak Ching was appointed a member wef 1 December 2010. 7 Mr Ngiam Tong Dow resigned as a member wef 1 December 2010. 8 Prof Cham Tao Soon resigned as a member on 1 December 2010 and was re-appointed a member on 1 July 2011. 9 Mr Lucien Wong was appointed a member on 1 December 2010. 66 Singapore Press Holdings annual report 2011 67 Further information on BOARD OF DIRECTORS

Professor Cham Tao Soon

Current Directorships Directorships for the past 3 years United Overseas Bank Limited* (Director) Council of Presidential Advisors (Member) WBL Corporation Ltd* (Director) Singapore Symphonia Co Ltd (Chairman) NSL Ltd* (Chairman) Soup Restaurant Group Ltd* (Director) Far Eastern Bank Limited (Director) Y.E.S - F&B Group Pte Ltd (Director) The Tan Chin Tuan Foundation (Director) Singapore International Foundation (Director) Nanyang Fine Arts Foundation Ltd (Chairman) Singapore-China Foundation Ltd (Chairman) SIM University’s Board of Trustees (Chairman & Chancellor) Keppel Technology Advisory Panel (Chairman)

Dr Tony Tan Keng Yam (Dr Tan stepped down as Chairman and Director on 1 July 2011)

Current Directorships Directorships for the past 3 years Nil Singapore Press Holdings Limited* Singapore Press Holdings Foundation Ltd (Chairman) National Research Foundation (Chairman) Research, Innovation & Enterprise Council (Deputy Chairman) Ministry of Education’s International Academic Advisory Panel (Chairman) Government of Singapore Investment Corporation Pte Ltd (Executive Director and Deputy Chairman)

Dr Lee Boon Yang

Current Directorships Directorships for the past 3 years Kreta Ayer People’s Theatre Foundation (Chairman) Nil Keppel Corporation Limited* (Chairman and Director) Keppel Care Foundation Limited (Director)

Mr Alan Chan Heng Loon

Current Directorships Directorships for the past 3 years Urban Redevelopment Authority (Chairman) Casino Regulatory Authority (Member) SP PowerAssets Ltd (Chairman) PowerGas Ltd (Chairman) Corporate Governance Council (Chairman) Singapore Power Ltd (Director) Singapore Press Holdings Foundation Limited (Director) Business China (Director) Singapore-China Foundation Ltd (Director) Public Service Commission (Member) 66 Singapore Press Holdings annual report 2011 67 Further information on BOARD OF DIRECTORS

Mr Willie Cheng Jue Hiang

Current Directorships Directorships for the past 3 years United Overseas Bank Ltd* (Director) Nil NTUC Fairprice Co-operative Ltd (Director) NTUC Fairprice Foundation Ltd (Director) Singapore Health Services Pte Ltd (Director) Integrated Health Information Systems Ltd (Director) Aescapulus Holdings Pte Ltd (Director) Caritas Humanitarian Aid & Relief Initiatives, Singapore (Chairman) Singapore Co-operation Enterprise (Director) Council for Third Age (Director) Asia Philanthropic Ventures (Director) Singapore Institute of Directors (Director) SymAsia Foundation Ltd (Director)

Ms Chong Siak Ching

Current Directorships Directorships for the past 3 years Ascendas Funds Management (S) Limited (Deputy Chairman) National Community Leadership Institute (as Manager of Ascendas Real Estate Investment Trust*) (Member) Ascendas Property Fund Trustee Pte. Ltd. (Director) Singapore Tourism Board (Board Member) (as Trustee-Manager of Ascendas India Trust*) Frasers Property (China) Limited* # (Director) Jurong Health Services Pte. Ltd. (Director) Standards, Productivity and Innovation Board (SPRING) (Deputy Chairman) Singapore Business Federation (Council Member) National University of Singapore (Trustee)

Mr Ngiam Tong Dow

Current Directorships Directorships for the past 3 years United Overseas Bank Ltd* (Director) Nil Yeo Hiap Seng Ltd* (Director) International Medical Insurers Pte Ltd (Director)

Mr Ng Ser Miang

Current Directorships Directorships for the past 3 years TIBS International Pte Ltd (Chairman) NTUC Choice Homes Co-operative Limited WBL Corporation Limited* (Chairman) (Chairman) NTUC Fairprice Co-operative Limited (Chairman) Council for Third Age (Director) Yanlord Land Group Limited* (Director) NTUC Fairprice Foundation Ltd (Director) NTUC U Care Fund (Trustee)

* Public-listed company # Company listed on the Hong Kong Stock Exchange Ltd 68 Singapore Press Holdings annual report 2011 69 Further information on BOARD OF DIRECTORS

Mr Sum Soon Lim

Current Directorships Directorships for the past 3 years Singapore Technologies Telemedia Pte Ltd (Director) Singapore Health Services Pte Ltd STT Communications Ltd (Director) (Director) Singapore National Eye Centre Pte Ltd (Director) Yantai Raffles Shipyard Ltd(Director) National Heart Centre of Singapore Pte Ltd (Director) Changi General Hospital Pte Ltd (Director) KK Women’s and Children’s Hospital Pte Ltd (Director) National Neuroscience Institute of Singapore Pte Ltd (Director) Cathay International Holdings Ltd* (Chairman) Bright Vision Hospital (Chairman) Eastern Health Alliance Pte Ltd (Director)

Mr Lucien Wong Yuen Kuai

Current Directorships Directorships for the past 3 years Cerebos Pacific Limited*(Director) Altitude Trust Management Pte. Ltd. Hap Seng Plantations Holdings Berhad* (Director) (Director) Singapore Airlines Limited* (Director) DLF Trust Management Pte. Ltd. (Director) Linklaters Allen & Gledhill Pte Ltd (Director) Mapletree Commercial Trust Management Maritime and Port Authority of Singapore (Chairman & Board Member) Ltd (Director) Monetary Authority of Singapore (Board Member) SingHealth Foundation (Trustee) National University of Singapore (Trustee) Eastern Development Private Limited (Director) Eastern Development Holdings Pte. Ltd. (Director) Allen & Gledhill LLP (Partner & Manager)

Dr Yeo Ning Hong

Current Directorships Directorships for the past 3 years Far East Organization Centre Pte Ltd (Advisor) Nil Keppel Technology Advisory Panel (Member) Haggai Institute for Advanced Leadership Training (Director)

Mr Yong Pung How

Current Directorships Directorships for the past 3 years k1 Ventures Limited* (Director) Nil

* Public-listed company 68 Singapore Press Holdings annual report 2011 69 Further information on Risk BOARD OF DIRECTORS MANAGEMENT

SPH has put in place a continuous and iterative process The following are some of the strategic risks that may for improving risk awareness and creating a culture of risk impact the financial status and operational effectiveness of ownership. The Enterprise Risk Management (“ERM”) SPH’s businesses. framework provides a common platform to discuss, manage and establish interdependence of risks within the organisation. Economic Risks Adverse macroeconomic conditions in the global and SPH systematically reviews the risk profile of the Singapore economy have a significant impact upon organisation on a regular basis through a structured SPH’s principal business segments. SPH continues to reporting framework that serves to identify, evaluate and actively manage its risk exposure on the economic front document risks and the corresponding mitigating by proactively streamlining its business processes and measures. Risk assessments are conducted across adopting prudent fiscal controls. three tiers - strategic, operational and project level - with ERM being a strategic tool for making risk-adjusted business decisions. Regulatory Risks SPH’s newspaper business is subject to the annual The Executive Committee (“EC”) is updated twice a year renewal of its publishing licence pursuant to the provisions on the risk profile and mitigation measures for identified of the Newspaper and Printing Presses Act (Chapter 206, risks, while the Board is updated annually. The EC will Singapore Statues). Failure to comply with the Act may report and make recommendations to the Board where subject SPH to significant liabilities, including fines, significant risk matters arise. suspension or, in extreme circumstances, the revocation of the licence. On top of six-monthly updates to the EC, SPH’s risk unit systematically cascades division-level risk reviews down to various business units. SPH also conducts operational-level Newsprint Cost Risks risk reviews on a six-monthly basis, adopting a control SPH’s financial performance is susceptible to newsprint self-assessment approach. price volatility. The cyclical fluctuation of newsprint prices has a substantial impact on newspaper publishing costs, As part of the company’s efforts to ensure that risk and a significant spike in newsprint price or a reduction management practices are firmly established within in the availability of newsprint can adversely affect the all levels of SPH, nominated risk coordinators are company’s core business. Failure to adopt mitigating embedded in divisions to closely monitor and promptly measures, such as advance stockpiling or appropriate flag risk events. inventory management measures and purchasing strategies, may result in SPH incurring higher production The focus in SPH’s ERM framework is appraising risks costs and lead to lower operating margins. in relation to the accomplishment of objectives. The key thrust is in integrating an organisational culture where SPH mitigates its risk exposure by calibrating risks to acceptable BUSINESS CONTINUITY PLANNING levels while achieving SPH’s business goals. Availability and safety of our printing facilities are of paramount importance to SPH as three million residents The key outputs of ERM are: of Singapore rely on us daily to provide them with • Define a common understanding of risk classification timely and essential news via our suite of newspapers. and tolerance. Business Continuity Planning (“BCP”) increases the • Identify key risks affecting business objectives and resilience of the Group to potential business disruptions strategic plans. and minimises the impact of a crisis on business • Identify and evaluate existing controls and develop operations, people and assets. additional plans required to treat (mitigate, reduce, transfer etc) these risks. SPH has a comprehensive BCP programme in place to • Implement measures and processes to enable ongoing minimise any disruptions to its critical business activities monitoring and review of risk severity and treatment and ensure that the populace continues to be informed in effectiveness. the face of a crisis. Simulation exercises are conducted periodically involving operating and supporting units on The Board is of the opinion that the risk management locations to fortify operational preparedness. The Group framework is adequate. continues to scan for possible threats and establish plans to enhance operational preparedness. 70 Singapore Press Holdings annual report 2011 SPH newspapers READERSHIP TRENDS

SPH Newspapers Net Readership Trends (‘000)

3000

2500

2000

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005* 2006 2007 2008 2009 2010 2011

SPH Newspapers Readership Trends (‘000)

2000

1500

1000

500

0

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005* 2006 2007 2008 2009 2010 2011

Publications English-language papers Chinese-language papers (including My Paper) Malay-language & Tamil-language papers

* ceased publication from January 2005. Remarks: Nielsen Fieldwork period July-June; year indicated refers to the year when fieldwork was completed Source: Nielsen Media Research, Media Index (1992-2011) 71 Daily average NEWSPAPERS CIRCULATION (August 2011)

The Straits Times The Sunday Times Berita Harian / The Business Times Berita Minggu 367,200 373,000 59,200 38,400

The New Paper / Lianhe Zaobao Lianhe Wanbao Shin Min Daily News The New Paper Sunday 98,100 173,000 94,100 138,200

zbCOMMA Thumbs Up Thumbs Up Junior Tamil Murasu / Tamil Murasu Sunday 80,500 31,300 11,500 17,200 72 Singapore Press Holdings annual report 2011 73 Financial REVIEW

Group Simplified Financial Position

2011 2010* 2009* 2008* 2007#* S$’000 S$’000 S$’000 S$’000 S$’000

Assets Property, plant and equipment 394,086 427,783 462,534 490,297 488,912 Investment properties 1,754,259 1,730,069 1,174,465 1,140,180 1,100,620 Investments 1,065,543 1,269,900 756,531 979,092 1,215,444 Cash and cash equivalents 392,514 460,995 299,253 211,024 122,160 Trade and other receivables 156,136 264,124 458,277 252,417 175,583 Inventories 37,317 26,974 29,370 36,281 19,341 Other assets 88,919 54,157 54,928 41,414 16,297 Total 3,888,774 4,234,002 3,235,358 3,150,705 3,138,357

Shareholders’ interests Capital and reserves 2,232,005 2,226,282 2,055,176 2,088,899 2,123,124 Non-controlling interests 74,584 79,744 9,486 12,378 3,260

Liabilities Borrowings Non-current 1,011,168 860,114 723,393 573,616 573,745 Current 100,800 570,800 870 800 1,000 Trade and other payables Non-current 27,776 21,438 22,858 21,924 20,144 Current 296,670 286,861 254,838 272,260 238,533 Taxation Deferred 49,481 54,161 80,232 75,461 74,465 Current 89,488 120,213 71,584 92,173 99,638 Other liabilities 6,802 14,389 16,921 13,194 4,448 Total 3,888,774 4,234,002 3,235,358 3,150,705 3,138,357

# Restated to take into account the retrospective adjustments relating to FRS 40 - Investment Property. * Certain figures have been reclassified to conform with current year’s presentation. Group Quarterly Results

2011 2010

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Operating revenue 318,717 287,820 328,820 315,615 1,250,972 353,959 318,711 414,976 293,425 1,381,071 Operating profit 116,305 78,890 110,226 103,617 409,038 159,353 127,477 176,832 75,441 539,103 Profit before taxation 123,336 88,925 132,783 111,638 456,682 169,248 131,371 189,225 100,048 589,892 Profit attributable to shareholders 102,287 75,416 114,817 96,055 388,575 144,701 113,333 164,557 75,283 497,874 Earnings per share (S$) 0.06 0.05 0.07 0.06 0.24 0.09 0.07 0.10 0.05 0.31 72 Singapore Press Holdings annual report 2011 73 Financial REVIEW

After-Tax Profit (S$’m) Return on Operating Revenue (%)

498.7 509.5 43.0 435.9 36.0 418.4 33.6 383.8 32.4 31.1

2007# 2008 2009 2010 2011 2007# 2008 2009 2010 2011

Earnings Per Share (S$) Return on Assets (%)

0.31 0.31 15.9 0.27 13.9 0.26 13.0 0.24 11.8 10.0

2007# 2008 2009 2010 2011 2007# 2008 2009 2010 2011

Segmental Operating Revenue and Segmental Profit Margin

Operating Profit before Revenue Tax Margin 1,200 70

60 1,000

50 800

40 600 30

400 20

200 10

0 0 S$’m 2007# 2008 2009 2010 2011 %

Operating Revenue (S$’m) Newspaper & Magazine Property Others

Profit before Tax Margin (%) Newspaper & Magazine Property

# Restated to take into account the retrospective adjustments relating to FRS 40 – Investment Property. 74 Singapore Press Holdings annual report 2011 Financial REVIEW

Operating Revenue Composition Cost Composition

FY 2011 FY 2010 FY 2011 FY 2010

FY 2011 FY 2010 FY 2011 FY 2010 Advertisements 64% 55% Materials, Consumables & Circulation 17% 15% Broadcasting Costs 19% 17% Rental & Services 13% 10% Staff Costs 40% 40% Others 6% 4% Depreciation 9% 8% Property Development - 16% Other Operating Expenses 27% 23% Finance Costs 5% 4% Property Development Costs -% 8

REVIEW OF RESULTS FOR FY 2011 FY 2011 Group operating revenue of S$1,251.0 million The increase in staff costs of S$8.0 million (2.3%) was surpassed the previous financial year’s by S$91.5 million attributable to salary increments and increased headcount, (7.9%), excluding revenue from Sky@eleven which was partially offset by a reduced variable bonus provision. completed in May 2010. All business segments turned in a Staff costs for FY 2010 also included government jobs good performance. credit.

Revenue for the Newspaper and Magazine segment grew The increase in depreciation expenses of S$7.8 million year-on-year by S$39.2 million (4.0%) to S$1,013.3 million. (11.2%) arose from newly opened Clementi Mall and Print advertisement revenue rose by S$41.6 million (5.7%), enhancements to existing assets. boosted by strong Display advertisement sales. Circulation revenue fell slightly by S$1.9 million (0.9%). Other operating expenses rose by S$30.0 million (14.9%) with the commencement of Clementi Mall operations, Rental income for the Group continued to register robust costs incurred for newspaper subscription drives and growth in FY 2011 with an increase of S$33.4 million (24.9%) step-up in overheads in tandem with increased business compared to FY 2010. Paragon contributed S$15.0 million activities and inflationary pressures. (11.4%) to the increase on the back of higher rental rates. Clementi Mall achieved 100% occupancy and reported its The Group turned in a creditable performance with maiden rental income of S$18.4 million this financial year. recurring earnings of S$409.0 million, an improvement of S$24.1 million (6.3%) against FY 2010, excluding profits from Operating revenue from the Group’s other businesses Sky@eleven of S$154.2 million in FY 2010. Overall, net profit improved by 37.3% to S$69.8 million. The increase was attributable to shareholders was S$388.6 million, lower by driven by income from the exhibitions business for newly S$109.3 million (22.0%) compared to FY 2010. acquired and other shows, and higher revenue from online and other media businesses.

Materials, consumables and broadcasting costs were up by S$15.0 million (10.0%). Newsprint costs increased by S$11.8 million (13.1%) fuelled by higher newsprint prices but partially cushioned by a favourable exchange rate. Production costs associated with the exhibitions business also increased in line with higher revenue. 75 Value added STATEMENT for the financial year ended August 31, 2011

2011 2010 S$’000 S$’000

Sale of goods and services 1,250,972 1,381,071 Purchase of materials and services (338,306) (365,518) Value added from operations 912,666 1,015,553

Non-production income and expenses: Net foreign exchange gain/(loss) from operations (614) 195 Net profit on disposal of property, plant and equipment 199 76 Allowance for impairment of trade receivables (1,586) (2,306) Bad debts recovery 342 244 Net income from investments 50,351 39,255 Share of net loss of associates and jointly-controlled entities (2,707) (1,356) Fair value gain on loans from non-controlling interests - 12,890 Total value added 958,651 1,064,551

Distribution: Employees’ wages, provident fund contributions and other benefits 359,597 349,850 Corporate and other taxes 90,433 93,070 Finance costs 39,811 31,105 Donation and sponsorship 1,349 8,342 Directors’ fees 1,213 1,165 Net dividends to shareholders 433,939 400,993 Total distributed 926,342 884,525

Retained in the business: Depreciation and amortisation 82,497 71,531 Non-controlling interests (4,824) 11,614 Retained earnings (45,364) 96,881 958,651 1,064,551

Productivity ratios: S$ S$ Value added Per employee 223,802 256,129 Per $ employment costs 2.54 2.90 Per $ investment in property, plant and equipment (before depreciation) 0.89 1.02 Per $ operating revenue 0.73 0.74 76 Singapore Press Holdings annual report 2011 Investor RELATIONS

SPH’s Investor Relations practices are built upon firm conferences – Credit Suisse Asian Investment adherence to a high standard of corporate governance Conference in Hong Kong and Morgan Stanley Asia Investor Relations Calendar and transparency. We strive to deliver clear, consistent Pacific Summit in Singapore. and timely updates to the investment community and develop long-term relationships with our shareholders. Retail investors are given the opportunity to meet with 1st Quarter 2011 (September – November 10) Every year, an annual programme of investor relations management annually through the Corporate Profile activities is carefully planned to ensure that all segments and Investment Seminar organised by the Securities • 2010 Full Year Financial Results Announcement and Media Conference & Analysts’ Briefing with audio webcast of the investment community are engaged. A calendar of Investors Association (Singapore) (“SIAS”). Extending • Full Year Results Investor Meeting both past and upcoming activities is regularly updated on our outreach efforts, we also participate in Invest Fair, # Morgan Stanley Asia Pacific Summit 2010 (Singapore) the SPH website to keep investors informed. a yearly event by our subsidiary, Shareinvestor. On a • Release of Annual Report 2010 regular basis, our engagement with retail investors To further understand the concerns of investors and improve continues through email and telephone calls. 2nd Quarter 2011 (December 10 – February 11) our corporate governance and investor relations practices, we commissioned independent perception studies during In addition, our dedicated Investor Relations website is • Annual General Meeting the year to gather valuable feedback. The Board is regularly updated timely with our quarterly financial performance • Payment of 2010 Final Dividends updated on shareholder statistics and investors’ and analysts’ and other announcements. Senior management’s • Announcement of 1Q FY 2011 Results views. presentation of the Group’s half and full year results • Post 1Q Results Investor Meeting through audio webcasts and slide presentations are also • Non-Deal Roadshow (Tokyo) This year, our efforts were once again recognised by available for viewing online. With access to an extensive the investment community. SPH received the Best archive of announcements and presentations, as well 3rd Quarter 2011 (March – May 11) Investor Relations Award (Bronze) at the Singapore as email alerts on latest announcements, the website Corporate Awards 2011 and was presented its ninth is a valuable resource for investors to obtain important # Credit Suisse – Asian Investment Conference (Hong Kong) Most Transparent Company Award in the Non-Electronics information for their investment decisions. • Announcement of 2Q/HY FY 2011 Results and Analysts’ Briefing with audio webcast Manufacturing Category at the 11th SIAS Investors’ Choice • Post 2Q Results Investor Meeting Awards 2010. Enhancing Shareholders’ Value 4th Quarter 2011 (June – August 11) SPH strives to enhance the long-term value for Proactive engagement with investors shareholders. Based on our track record, a high # SIAS Corporate Profile and Investment Seminar (Singapore) Senior management interacts actively with the investment percentage of our recurring earnings have been returned # SIAS Asian Investment Conference & Exhibition 2011 community through multiple platforms to address to shareholders. We will continue to assess opportunities • Announcement of 3Q FY 2011 Results concerns and provide business updates. These include for returning excess cash generated from operations that is • Post 3Q Results Investor Meeting one-on-one meetings, conference calls, quarterly post- surplus to the Company’s requirement. # Shareinvestor’s Invest Fair 2011 results luncheons, investment conferences and overseas roadshows. During the year, senior management Shareholders are encouraged to access our corporate # Investor conferences attended undertook a roadshow in Tokyo to strengthen website at www.sph.com.sg for the latest corporate shareholder relations and gain valuable feedback for information updates on the Group. Queries can be posted the Group. SPH also participated in 2 major investor via our investor relations email address, [email protected]. Financial Calendar

2011

12 October Announcement of FY 2011 Results 13 December Books Closure for Dividend Entitlement 23 December Proposed Payment of 2011 Final Dividends 2012*

10 January Announcement of 1Q FY 2012 Results 13 April Announcement of 2Q FY 2012 Results 13 July Announcement of 3Q FY 2012 Results 12 October Announcement of FY 2012 Results

* The dates are indicative and subject to change. Please refer to SPH website, www.sph.com.sg, for the latest updates 77

SPH’s Investor Relations practices are built upon firm conferences – Credit Suisse Asian Investment adherence to a high standard of corporate governance Conference in Hong Kong and Morgan Stanley Asia Investor Relations Calendar and transparency. We strive to deliver clear, consistent Pacific Summit in Singapore. and timely updates to the investment community and develop long-term relationships with our shareholders. Retail investors are given the opportunity to meet with 1st Quarter 2011 (September – November 10) Every year, an annual programme of investor relations management annually through the Corporate Profile activities is carefully planned to ensure that all segments and Investment Seminar organised by the Securities • 2010 Full Year Financial Results Announcement and Media Conference & Analysts’ Briefing with audio webcast of the investment community are engaged. A calendar of Investors Association (Singapore) (“SIAS”). Extending • Full Year Results Investor Meeting both past and upcoming activities is regularly updated on our outreach efforts, we also participate in Invest Fair, # Morgan Stanley Asia Pacific Summit 2010 (Singapore) the SPH website to keep investors informed. a yearly event by our subsidiary, Shareinvestor. On a • Release of Annual Report 2010 regular basis, our engagement with retail investors To further understand the concerns of investors and improve continues through email and telephone calls. 2nd Quarter 2011 (December 10 – February 11) our corporate governance and investor relations practices, we commissioned independent perception studies during In addition, our dedicated Investor Relations website is • Annual General Meeting the year to gather valuable feedback. The Board is regularly updated timely with our quarterly financial performance • Payment of 2010 Final Dividends updated on shareholder statistics and investors’ and analysts’ and other announcements. Senior management’s • Announcement of 1Q FY 2011 Results views. presentation of the Group’s half and full year results • Post 1Q Results Investor Meeting through audio webcasts and slide presentations are also • Non-Deal Roadshow (Tokyo) This year, our efforts were once again recognised by available for viewing online. With access to an extensive the investment community. SPH received the Best archive of announcements and presentations, as well 3rd Quarter 2011 (March – May 11) Investor Relations Award (Bronze) at the Singapore as email alerts on latest announcements, the website Corporate Awards 2011 and was presented its ninth is a valuable resource for investors to obtain important # Credit Suisse – Asian Investment Conference (Hong Kong) Most Transparent Company Award in the Non-Electronics information for their investment decisions. • Announcement of 2Q/HY FY 2011 Results and Analysts’ Briefing with audio webcast Manufacturing Category at the 11th SIAS Investors’ Choice • Post 2Q Results Investor Meeting Awards 2010. Enhancing Shareholders’ Value 4th Quarter 2011 (June – August 11) SPH strives to enhance the long-term value for Proactive engagement with investors shareholders. Based on our track record, a high # SIAS Corporate Profile and Investment Seminar (Singapore) Senior management interacts actively with the investment percentage of our recurring earnings have been returned # SIAS Asian Investment Conference & Exhibition 2011 community through multiple platforms to address to shareholders. We will continue to assess opportunities • Announcement of 3Q FY 2011 Results concerns and provide business updates. These include for returning excess cash generated from operations that is • Post 3Q Results Investor Meeting one-on-one meetings, conference calls, quarterly post- surplus to the Company’s requirement. # Shareinvestor’s Invest Fair 2011 results luncheons, investment conferences and overseas roadshows. During the year, senior management Shareholders are encouraged to access our corporate # Investor conferences attended undertook a roadshow in Tokyo to strengthen website at www.sph.com.sg for the latest corporate shareholder relations and gain valuable feedback for information updates on the Group. Queries can be posted the Group. SPH also participated in 2 major investor via our investor relations email address, [email protected]. Financial Calendar

2011

12 October Announcement of FY 2011 Results 13 December Books Closure for Dividend Entitlement 23 December Proposed Payment of 2011 Final Dividends 2012*

10 January Announcement of 1Q FY 2012 Results 13 April Announcement of 2Q FY 2012 Results 13 July Announcement of 3Q FY 2012 Results 12 October Announcement of FY 2012 Results

* The dates are indicative and subject to change. Please refer to SPH website, www.sph.com.sg, for the latest updates 78 Singapore Press Holdings annual report 2011 Investor REFERENCE

†* Operating Margin (%)

38.6 38.2 39.0 36.8 34.5 32.7

2006 # 2007# 2008 2009 2010 2011

* Return on Shareholders’ Funds (%)

23.5 22.4 21.0 20.9 20.5 17.4

2006 # 2007# 2008 2009 2010 2011

Net Dividend per Share (cents)

27.0 27.0 26.0 25.0 24.0 24.0

2006 2007 2008 2009 2010 2011^

† Computed based on recurring earnings. * FY 2007 to FY 2010 included profits from the Group’s Sky@eleven development. # Restated to take into account the retrospective adjustments relating to FRS 40 - Investment Property. ^ Included tax-exempt (one-tier) proposed dividend of 17 cents per share, comprising a final dividend of 9 cents per share and a special dividend of 8 cents per share. The proposed dividend is subject to approval by shareholders at the Annual General Meeting on December 1, 2011. 79

Recurring Earnings@ and Dividend Payout Ratio†

600 120

500 100

400 80

300 60

200 40

100 20

0 0 S$’m 2007# 2008 2009 2010 2011 %

Recurring Earnings (S$’m) Dividend Payout Ratio (%)

@ This represents the recurring earnings of the media and property businesses. FY 2007 to FY 2010 included profits from the Group’s Sky@eleven development. † Computed based on recurring earnings. # Restated to take into account the retrospective adjustments relating to FRS 40 - Investment Property.

Share Price and Volume

Monthly Share Turnover Price 200 5

150 4

100 3

50 2

0 1 Million 2007 2008 2009 2010 2011 S$ Shares

Volume Share Price

2011 2010 2009 2008 2007# S$ S$ S$ S$ S$

Highest closing price 4.26 4.17 4.18 4.74 4.72 Lowest closing price 3.62 3.56 2.32 3.98 4.00 August 31 closing price 3.80 4.08 3.66 4.12 4.34 Price/Earnings Ratio based on August 31 closing price 15.83 13.16 14.08 15.26 14.00

# Restated to take into account the retrospective adjustments relating to FRS 40 - Investment Property. Source : Bloomberg

81

CONTENTS 82 90 96 182 Directors’ Consolidated Notes to the Options and Report Income Statement Financial Statements Awards 86 91 175 183 Statement by Consolidated Statement Operating Companies Shareholding Directors of Comprehensive Income of the Group Statistics 87 92 178 185 Independent Consolidated Statement Overseas Notice of Auditors’ Report of Changes in Total Equity Bureaus Annual General Meeting 89 94 181 191 Balance Consolidated Statement Properties Proxy Sheets of Cash Flows of the Group Form 82 Singapore Press Holdings annual report 2011 Directors’ Report for the financial year ended August 31, 2011

The Directors present their report to the members together with the audited financial statements of Singapore Press Holdings Limited and its subsidiaries (the “Group”) for the financial year ended August 31, 2011 and the balance sheet of Singapore Press Holdings Limited (the “Company”) as at August 31, 2011.

DIRECTORS 1. The Directors of the Company in office at the date of this report* are:

Cham Tao Soon Lee Boon Yang (appointed on October 1, 2011) Chan Heng Loon Alan Willie Cheng Jue Hiang Chong Siak Ching (appointed on October 22, 2010) Ng Ser Miang Ngiam Tong Dow Sum Soon Lim Lucien Wong Yuen Kuai Yeo Ning Hong Yong Pung How

* Dr Tony Tan Keng Yam stepped down as a Director with effect from July 1, 2011.

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS 2. Neither during nor at the end of the current financial year was the Company a party to any arrangement whose object was to enable the Directors of the Company to acquire benefits through the acquisition of shares in, or debentures of, the Company or any other body corporate, except as disclosed under ‘Share Options in the Company’ and ‘Performance Shares in the Company’ in the Directors’ Report.

DIRECTORS’ INTERESTS IN SHARES 3. The Directors holding office as at August 31, 2011 who had interests in shares and options in the Company and its subsidiaries as recorded in the register of Directors’ shareholdings were as follows:

Direct Interests Deemed Interests Sept 1, Aug 31, Sept 21, Sept 1, Aug 31, Sept 21, 2010* 2011 2011 2010* 2011 2011

The Company Management Shares Cham Tao Soon 4 4 4 - - - Chan Heng Loon Alan 12 12 12 - - - Willie Cheng Jue Hiang 4 4 4 - - - Chong Siak Ching 4 4 4 - - - Ng Ser Miang 4 4 4 - - - Ngiam Tong Dow 4 4 4 - - - Sum Soon Lim 4 4 4 - - - Lucien Wong Yuen Kuai 4 4 4 - - - Yeo Ning Hong 4 4 4 - - - Yong Pung How 4 4 4 - - -

Ordinary Shares Cham Tao Soon 10,000 10,000 20,000 10,183 10,183 10,183 Chan Heng Loon Alan 251,000 424,500 424,500 - - - Willie Cheng Jue Hiang 208,500 208,500 208,500 12,750 12,750 12,750 Ngiam Tong Dow - - - 30,000 30,000 30,000 Lucien Wong Yuen Kuai - - - 197,000 20,000 20,000 Yeo Ning Hong 33,660 33,660 33,660 54,697^ 54,697^ 54,697^ Yong Pung How 600,000 600,000 600,000 4,500,000 4,500,000 4,500,000

83 Directors’ Report for the financial year ended August 31, 2011

DIRECTORS’ INTERESTS IN SHARES (CONT’D)

Direct Interests Deemed Interests Sept 1, Aug 31, Sept 21, Sept 1, Aug 31, Sept 21, 2010* 2011 2011 2010* 2011 2011

Options for Ordinary Shares Chan Heng Loon Alan 1,275,000 1,275,000 1,275,000 - - -

Conditional Award of Performance Shares** Chan Heng Loon Alan

49,166# shares to be Up to vested in January 2011 67,000## -^^ - ^^ - - - 150,000# shares to be Up to vested in January 2011 225,000## -^^ - ^^ - - - 49,166# shares to be Up to Up to Up to vested in January 2012 67,850## 61,850## 61,850## - - - 180,000# shares to be Up to Up to Up to vested in January 2012 270,000## 270,000 ## 270,000## - - - 58,334# shares to be Up to Up to Up to vested in January 2013 48,000## 78,000## 78,000## - - - 180,000# shares to be Up to Up to Up to vested in January 2013 270,000## 270,000## 270,000## - - - 41,667# shares to be Up to Up to Up to vested in January 2014 24,000## 60,000## 60,000## - - - 155,000# shares to be Up to Up to vested in January 2014 - 232,500 ## 232,500## - - - 25,000# shares to be Up to Up to vested in January 2015 - 36,000 ## 36,000## - - -

* Or date of appointment, if later. ^ Held jointly by Dr Yeo Ning Hong and his spouse. ** Represents performance shares granted from FY 2007 to FY 2011. # The number of shares represents the shares required if awarded at 100% of the grant. ## The shares awarded at the vesting date could range from 0% to 150% depending on the level of achievement against the pre-set performance conditions. ^^ During the financial year, 173,500 shares were vested and awarded to Mr Chan Heng Loon Alan.

Detailed information regarding Directors’ shareholdings can be obtained in accordance with Sections 164(8) and (9) of the Companies Act, Chapter 50. 84 Singapore Press Holdings annual report 2011 Directors’ Report for the financial year ended August 31, 2011

DIRECTORS’ CONTRACTUAL BENEFITS 4. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in the Directors’ Report and financial statements.

SHARE OPTIONS IN THE COMPANY Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”) 5. (a) The 1999 Scheme was approved by shareholders at an Extraordinary General Meeting held on July 16, 1999 and is administered by the Remuneration Committee (“the Committee”). At another Extraordinary General Meeting held on December 5, 2006, the shareholders approved the adoption of the SPH Performance Share Plan and the 1999 Scheme was terminated with regard to the grant of further options. Options granted and outstanding prior to the termination will continue to be valid and be subject to the terms and conditions of the 1999 Scheme.

(b) Details of options granted previously have been disclosed in the Directors’ Reports for the respective years.

(c) The aggregate number of options granted since the commencement of the 1999 Scheme on July 16, 1999 to December 5, 2006 is 103,090,950 options to subscribe for ordinary shares.

6. The unissued ordinary shares of the Company under option at the end of the current financial year pursuant to the 1999 Scheme are set out in Note 4 to the financial statements.

PERFORMANCE SHARES IN THE COMPANY SPH Performance Share Plan (“the Plan”) 7. (a) The Plan of the Company was approved by shareholders at an Extraordinary General Meeting held on December 5, 2006 and is administered by the Committee.

(b) Persons eligible to participate in the Plan are selected Group Employees of such rank and service period as the Committee may determine, and other participants selected by the Committee.

(c) Awards initially granted under the Plan are conditional and will be principally performance-based with performance conditions to be set over a multi-year performance period. Performance conditions include both market and non-market conditions. Performance conditions set are intended to be based on medium- to longer-term corporate objectives covering market competitiveness, quality of returns, business growth, productivity growth and total shareholder return objectives.

(d) The Plan contemplates the award of fully-paid ordinary shares, their equivalent cash value or combinations thereof, free of charge, provided that certain prescribed performance conditions are met and upon expiry of the prescribed vesting periods. 85 Directors’ Report for the financial year ended August 31, 2011

PERFORMANCE SHARES IN THE COMPANY (CONT’D) SPH Performance Share Plan (“the Plan”) (cont’d) 8. During the financial year, 2,259,410 performance shares were granted subject to the terms and conditions of the Plan as follows:

No. of Performance Category No. of Persons Shares Granted

Executive Director 1 230,000 1 Employee 235 2,029,410 2 236 2,259,410

1 155,000 granted with market conditions and 75,000 granted with non-market conditions. 2 676,500 granted with market conditions and 1,352,910 granted with non-market conditions.

The aggregate number of performance shares granted since the commencement of the Plan on December 5, 2006 to August 31, 2011 is 10,841,145 performance shares.

The above number of shares represents the shares required if participants are awarded at 100% of the grant. However, the shares awarded at the vesting date could range from 0% to 150%, depending on the level of achievement against the pre-set performance conditions.

AUDIT COMMITTEE 9. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act, Chapter 50, and the Listing Manual of the Singapore Exchange Securities Trading Limited.

Its functions include reviewing the audit plans and audit reports of the internal and external auditors, the auditors’ evaluation of the internal accounting controls, and the scope of the internal audit function; reviewing the balance sheet of the Company and financial statements of the Group before submitting them to the Board for approval; reviewing any interested person transaction; reviewing the independence, objectivity and cost effectiveness of the external auditors and the nature and extent of non-audit services supplied by them; reviewing the assistance given by the Company’s Management to the internal and external auditors; and overseeing any internal investigation into cases of fraud and irregularities.

It also recommends to the Board the appointment of external auditors, serves as a channel of communications between the Board and the auditors, and performs such other functions as may be agreed by the Audit Committee and the Board.

On behalf of the Directors

Cham Tao Soon Chan Heng Loon Alan Acting Chairman Director

Singapore, October 12, 2011 86 Singapore Press Holdings annual report 2011 Statement by Directors for the financial year ended August 31, 2011

In the opinion of the Directors,

(a) the balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended August 31, 2011, as set out on pages 89 to 174, are drawn up so as to give a true and fair view of:

(i) the results of the business, changes in equity and cash flows of the Group;

(ii) the state of affairs of the Group and of the Company; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Directors

Cham Tao Soon Chan Heng Loon Alan Acting Chairman Director

Singapore, October 12, 2011 87 Independent AUDITORS’ REPORT to the members of Singapore Press Holdings Limited

Report on the Financial Statements We have audited the accompanying financial statements of Singapore Press Holdings Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 89 to 174, which comprise the consolidated balance sheet of the Group and the balance sheet of the Company as at August 31, 2011, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in total equity and the consolidated statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition, that transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.

Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at August 31, 2011, and the results, changes in equity and cash flows of the Group for the financial year ended on that date. 88 Singapore Press Holdings annual report 2011 Independent AUDITORS’ REPORT to the members of Singapore Press Holdings Limited

Report on Other Legal and Regulatory Requirements In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the Act.

PricewaterhouseCoopers LLP Public Accountants and Certified Public Accountants

Singapore, October 12, 2011 89 Balance Sheets as at August 31, 2011

Group Company 2011 2010 2011 2010 Note S$’000 S$’000 S$’000 S$’000

CAPITAL EMPLOYED Share capital 4 499,484 494,738 499,484 494,738 Treasury shares 4 (11,024) (19,921) (11,024) (19,921) Reserves 5 318,965 281,685 59,486 54,081 Retained profits 1,424,580 1,469,780 714,614 722,000 Shareholders’ interests 2,232,005 2,226,282 1,262,560 1,250,898 Non-controlling interests 74,584 79,744 - - Total equity 2,306,589 2,306,026 1,262,560 1,250,898

EMPLOYMENT OF CAPITAL Non-current assets Property, plant and equipment 8 394,086 427,783 252,315 274,831 Investment properties 9 1,754,259 1,730,069 - - Investments in subsidiaries 11 - - 388,868 386,840 Investments in associates 12 68,414 56,103 33,109 29,326 Investments in jointly-controlled entities 13 14,325 11,002 - - Trade and other receivables 17a 4,167 4,857 310,278 306,524 Long-term investments 14 360,249 306,226 36,797 31,633 Intangible assets 15 83,814 49,339 - - 2,679,314 2,585,379 1,021,367 1,029,154

Current assets Inventories 16 37,317 26,974 36,093 26,154 Trade and other receivables 17b 151,969 259,267 1,274,050 1,250,414 Short-term investments 18 622,555 896,569 113,712 205,145 Derivative financial instruments 19 5,105 4,818 373 35 Cash and cash equivalents 20a 392,514 460,995 270,670 231,418 1,209,460 1,648,623 1,694,898 1,713,166

Total assets 3,888,774 4,234,002 2,716,265 2,742,320

Non-current liabilities Trade and other payables 21a 27,776 21,438 - - Deferred income tax liabilities 6a 49,481 54,161 37,626 41,129 Borrowings 7 1,011,168 860,114 598,797 748,453 Derivative financial instruments 19 6,421 2,352 - 2,352 1,094,846 938,065 636,423 791,934

Current liabilities Trade and other payables 21b 296,670 286,861 657,470 641,624 Current income tax liabilities 89,488 120,213 59,431 57,831 Borrowings 7 100,800 570,800 100,000 - Derivative financial instruments 19 381 12,037 381 33 487,339 989,911 817,282 699,488

Total liabilities 1,582,185 1,927,976 1,453,705 1,491,422

Net assets 2,306,589 2,306,026 1,262,560 1,250,898

The accompanying notes form an integral part of these financial statements. 90 Singapore Press Holdings annual report 2011 Consolidated Income Statement for the financial year ended August 31, 2011

Group 2011 2010 Note S$’000 S$’000

Operating revenue 23 Newspaper and Magazine 1,013,285 974,125 Property 167,884 356,095 Others 69,803 50,851

1,250,972 1,381,071 Other operating income 18,852 16,792

1,269,824 1,397,863

Materials, consumables and broadcasting costs (164,449) (149,449) Property development costs - (67,435) Staff costs 24 (348,461) (340,464) Depreciation 8 & 9 (76,785) (69,029) Other operating expenses 25 (231,280) (201,278) Finance costs 26 (39,811) (31,105)

Profit before fair value gain on loans from non-controlling interests, investment income, share of net loss of associates and jointly-controlled entities 409,038 539,103 Fair value gain on loans from non-controlling interests - 12,890 Net income from investments 27 50,351 39,255 Share of net loss of associates and jointly-controlled entities (2,707) (1,356)

Profit before taxation 456,682 589,892 Taxation 6b (72,931) (80,404) Profit after taxation 383,751 509,488

Attributable to: Shareholders of the Company 388,575 497,874 Non-controlling interests (4,824) 11,614 383,751 509,488

Earnings per share (S$) 29 Basic 0.24 0.31 Diluted 0.24 0.31

The accompanying notes form an integral part of these financial statements. 91 Consolidated Statement of Comprehensive Income for the financial year ended August 31, 2011

Group 2011 2010 S$’000 S$’000

Profit after taxation 383,751 509,488

Other comprehensive income/(loss), net of tax Cash flow hedges [Note 5(b)] - net fair value changes (6,284) (10,765) - transferred to income statement 12,551 12,790 Net fair value changes on available-for-sale financial assets [Note 5(c)] - net fair value changes 38,395 65,508 - transferred to income statement on disposal (2,893) (3,956) Currency translation difference - arising from consolidation of financial statements of foreign subsidiaries, associates and jointly-controlled entities (3,419) (1,924) 38,350 61,653

Total comprehensive income 422,101 571,141

Attributable to: Shareholders of the Company 427,243 559,872 Non-controlling interests (5,142) 11,269 422,101 571,141

The accompanying notes form an integral part of these financial statements. 92 Singapore Press Holdings annual report 2011 Consolidated Statement of Changes in Total Equity for the financial year ended August 31, 2011

Attributable to shareholders of the Company Share-based Fair Currency Non- Share Treasury Capital Compensation Hedging Value Translation Retained controlling Total Capital Shares Reserve Reserve Reserve Reserve Reserve Profits Total Interests Equity S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

2011 Balance as at September 1, 2010 494,738 (19,921) 2,005 26,817 (11,912) 265,276 (501) 1,469,780 2,226,282 79,744 2,306,026

Total comprehensive income/(loss) for the year - - - - 6,267 35,502 (3,101) 388,575 427,243 (5,142) 422,101 Share-based compensation [Note 5(a)] - - - 7,748 - - - - 7,748 - 7,748 Issue of shares [Notes 4 and 5(a)] 4,746 - - (303) - - - - 4,443 - 4,443 Treasury shares re-issued [Notes 4 and 5(a)] - 8,897 - (8,272) - - - (400) 225 - 225 Lapse of share options [Note 5(a)] - - - (561) - - - 561 - - - Dividends [Note 28] ------(433,939) (433,939) (15) (433,954) Disposal of interests in a subsidiary ------3 3 (3) - Balance as at August 31, 2011 499,484 (11,024) 2,005 25,429 (5,645) 300,778 (3,602) 1,424,580 2,232,005 74,584 2,306,589

2010 Balance as at September 1, 2009 490,890 (25,578) 2,005 26,290 (13,937) 203,724 1,078 1,370,704 2,055,176 9,486 2,064,662

Total comprehensive income/(loss) for the year - - - - 2,025 61,552 (1,579) 497,874 559,872 11,269 571,141 Share-based compensation [Note 5(a)] - - - 7,458 - - - - 7,458 - 7,458 Issue of shares [Notes 4 and 5(a)] 3,848 - - (315) - - - - 3,533 - 3,533 Treasury shares re-issued [Notes 4 and 5(a)] - 5,657 - (6,203) - - - 614 68 - 68 Lapse of share options [Note 5(a)] - - - (413) - - - 413 - - - Dividends [Note 28] ------(400,993) (400,993) (13) (401,006) Acquisition of additional interest in a subsidiary ------1,168 1,168 (1,168) - Capital contribution by non-controlling interests ------60,170 60,170 Balance as at August 31, 2010 494,738 (19,921) 2,005 26,817 (11,912) 265,276 (501) 1,469,780 2,226,282 79,744 2,306,026

The accompanying notes form an integral part of these financial statements. 93

Attributable to shareholders of the Company Share-based Fair Currency Non- Share Treasury Capital Compensation Hedging Value Translation Retained controlling Total Capital Shares Reserve Reserve Reserve Reserve Reserve Profits Total Interests Equity S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

2011 Balance as at September 1, 2010 494,738 (19,921) 2,005 26,817 (11,912) 265,276 (501) 1,469,780 2,226,282 79,744 2,306,026

Total comprehensive income/(loss) for the year - - - - 6,267 35,502 (3,101) 388,575 427,243 (5,142) 422,101 Share-based compensation [Note 5(a)] - - - 7,748 - - - - 7,748 - 7,748 Issue of shares [Notes 4 and 5(a)] 4,746 - - (303) - - - - 4,443 - 4,443 Treasury shares re-issued [Notes 4 and 5(a)] - 8,897 - (8,272) - - - (400) 225 - 225 Lapse of share options [Note 5(a)] - - - (561) - - - 561 - - - Dividends [Note 28] ------(433,939) (433,939) (15) (433,954) Disposal of interests in a subsidiary ------3 3 (3) - Balance as at August 31, 2011 499,484 (11,024) 2,005 25,429 (5,645) 300,778 (3,602) 1,424,580 2,232,005 74,584 2,306,589

2010 Balance as at September 1, 2009 490,890 (25,578) 2,005 26,290 (13,937) 203,724 1,078 1,370,704 2,055,176 9,486 2,064,662

Total comprehensive income/(loss) for the year - - - - 2,025 61,552 (1,579) 497,874 559,872 11,269 571,141 Share-based compensation [Note 5(a)] - - - 7,458 - - - - 7,458 - 7,458 Issue of shares [Notes 4 and 5(a)] 3,848 - - (315) - - - - 3,533 - 3,533 Treasury shares re-issued [Notes 4 and 5(a)] - 5,657 - (6,203) - - - 614 68 - 68 Lapse of share options [Note 5(a)] - - - (413) - - - 413 - - - Dividends [Note 28] ------(400,993) (400,993) (13) (401,006) Acquisition of additional interest in a subsidiary ------1,168 1,168 (1,168) - Capital contribution by non-controlling interests ------60,170 60,170 Balance as at August 31, 2010 494,738 (19,921) 2,005 26,817 (11,912) 265,276 (501) 1,469,780 2,226,282 79,744 2,306,026 94 Singapore Press Holdings annual report 2011 Consolidated Statement of Cash Flows for the financial year ended August 31, 2011

Group 2011 2010 S$’000 S$’000

CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 456,682 589,892

Adjustments for: Amortisation of intangible assets 5,712 2,502 Impairment of goodwill 1,134 1,286 Depreciation 76,785 69,029 Net profit on disposal of property, plant and equipment (199) (76) Net reversal of impairment of property, plant and equipment (96) (1,043) Investment property renovations and fittings written-off - 2,449 Allowance/(Write-back of allowance) for impairment of an associate 342 (4) Net gain on disposal/dilution of associates (167) (5) Finance costs 39,811 31,105 Net income from investments (50,351) (39,255) Share of net loss of associates and jointly-controlled entities 2,707 1,356 Share-based compensation expense 7,724 7,435 Fair value gain on loans from non-controlling interests - (12,890) Other non-cash items 323 423

Operating cash flow before working capital changes 540,407 652,204

Changes in operating assets and liabilities, net of effects from acquisition and disposal of subsidiaries and business: Inventories (10,343) 2,396 Trade and other receivables 108,055 193,900 Trade and other payables 9,109 32,485

647,228 880,985 Income tax paid (107,134) (59,102) Dividends paid (433,939) (400,993) Dividends paid (net) by a subsidiary to a non-controlling interest (15) (13)

106,140 420,877 Decrease in other non-current receivables 690 92 Increase/(Decrease) in other non-current payables 6,338 (1,420) Currency translation difference (1,464) (658) Net cash from operating activities 111,704 418,891

The accompanying notes form an integral part of these financial statements. 95 Consolidated Statement of Cash Flows for the financial year ended August 31, 2011

Group 2011 2010 S$’000 S$’000

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (27,448) (24,142) Proceeds from disposal of property, plant and equipment 524 179 Additions to investment properties (40,083) (567,372) Acquisition of business by a subsidiary (net of cash acquired) [Note 20(b)] (43,065) (1,500) Net cash outflow from disposal of a subsidiary [Note 20(c)] (633) - Acquisition of an associate [Note 12] (500) - Additional consideration paid on interest in an associate [Note 12] (6,250) (5,484) Dividends received from associates [Note 12] 2,804 171 Proceeds from disposal of associates 240 - Additional consideration paid on interests in jointly-controlled entities [Note 13] (14,500) - (Increase)/Decrease in amounts owing by associates/jointly-controlled entities (812) 425 Increase/(Decrease) in amounts owing to associates/jointly-controlled entities 7,936 (9,148) Purchase of long-term investments (7,842) (2,389) Proceeds from disposal/redemption of long-term investments 233 1,428 Purchase of short-term investments (512,572) (1,059,600) Proceeds from disposal of short-term investments 771,164 619,816 Dividends received 28,466 21,442 Interest received 10,413 7,868 Other investment income 8,058 453 Net cash from/(used in) investing activities 176,133 (1,017,853)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank loans (net of transaction costs) 299,634 - Repayment of bank loans (620,800) - Proceeds from issuance of fixed rate notes (net of transaction costs) - 598,283 Repayment of loan from a non-controlling interest (412) (430) Interest paid (39,183) (21,232) Proceeds from issuance of shares by the Company 4,443 3,533 Proceeds from issuance of shares to non-controlling interests - 60,100 Loans from non-controlling interests - 120,450 Net cash (used in)/from financing activities (356,318) 760,704

Net (decrease)/increase in cash and cash equivalents (68,481) 161,742 Cash and cash equivalents at beginning of financial year 460,995 299,253 Cash and cash equivalents at end of financial year [Note 20(a)] 392,514 460,995

The accompanying notes form an integral part of these financial statements. 96 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

These notes form an integral part of and should be read in conjunction with the financial statements.

1. GENERAL INFORMATION The Company is incorporated and domiciled in Singapore. The address of its registered office is 1000 Toa Payoh North, News Centre, Singapore 318994.

The Company is listed on the Singapore Exchange.

The principal activities of the Group consist of:

(a) publishing, printing and distributing newspapers, (b) publishing and distributing magazines, (c) providing multimedia content and services, (d) holding investments, (e) holding, managing and developing properties, (f) providing outdoor advertising services, (g) providing radio broadcasting services, (h) providing online search, directories and classified services, (i) organising events/exhibitions/conventions/conferences, (j) publishing and distributing books, (k) providing online investor relations services, and (l) developing applications and operating a financial portal.

The principal activities of the Company consist of:

(a) publishing, printing and distributing newspapers, (b) distributing magazines and books, (c) providing multimedia content and services, (d) holding shares in subsidiaries, (e) holding investments, and (f) providing management services to subsidiaries.

2. SIGNIFICANT ACCOUNTING POLICIES (a) Basis of preparation The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”) under the historical cost convention except as disclosed in the accounting policies below.

The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

The Group has adopted the new or revised FRS and Interpretations to FRS (“INT FRS”) that became effective in the current financial year.

The adoption of the new or revised FRS and INT FRS has not resulted in any substantial changes to the Group’s accounting policies nor has any significant impact on these financial statements. 97 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (b) Group accounting (i) Subsidiaries Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end of the financial year.

Subsidiaries are entities over which the Group has power to govern the financial and operating policies, generally accompanied by a shareholding of more than one half of the voting rights. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests are that part of net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Company. They are shown separately in the consolidated income statement, statement of comprehensive income, statement of changes in total equity and balance sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

Acquisition of businesses The acquisition method of accounting is used to account for business combinations by the Group.

The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

Please refer to Note 2(m)(i) for the accounting policy on goodwill arising from business combination.

98 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (b) Group accounting (Cont’d) (i) Subsidiaries (cont’d) Disposal of subsidiaries or businesses When the Group ceases to have control, the assets and liabilities of the subsidiary including any goodwill are derecognised. Any amounts previously recognised in other comprehensive income in respect of that entity are transferred to the income statement or transferred directly to retained earnings if required by a specific Standard.

Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained investment at the date when control is lost and its fair value is recognised in the income statement.

Transactions with non-controlling interests Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Group. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised in retained profits within equity attributable to the equity holders of the Company.

(ii) Associates/Jointly-controlled entities Associates are entities over which the Group has significant influence, but not control, and generally accompanied by a shareholding giving rise to between and including 20% and 50% of voting rights.

Jointly-controlled entities are entities over which the Group has contractual arrangements to jointly share the control over the economic activity of the entities with one or more parties.

The Group’s investments in associates/jointly-controlled entities are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses. Investments in associates/jointly-controlled entities are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.

In applying the equity method of accounting, the Group’s share of the post-acquisition results of associates/jointly-controlled entities is included in its consolidated income statement. The Group’s share of the post-acquisition other comprehensive income is recognised in other comprehensive income. These post-acquisition movements and distributions received from the associates/jointly-controlled entities are adjusted against the carrying amount of the investments in the consolidated balance sheet. When the Group’s share of losses in an associate/a jointly-controlled entity equals or exceeds its interest in the associate/ jointly-controlled entity, including any unsecured non-current receivables, the Group does not recognise further losses, unless it has obligations or has made payments on behalf of the associate/jointly-controlled entity.

Adjustments are made to the financial statements of associates/jointly-controlled entities, where necessary, to ensure consistency of accounting policies with those of the Group.

99 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (b) Group accounting (Cont’d) (ii) Associates/Jointly-controlled entities (cont’d) Unrealised gains on transactions between the Group and its associates/jointly-controlled entities are eliminated to the extent of the Group’s investments in the associates/jointly- controlled entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The investment in the associate/jointly-controlled entity is derecognised when the Group ceases to have significant influence or joint control respectively. Any amounts previously recognised in other comprehensive income in respect of that entity are transferred to the income statement. Any retained interest in the entity is remeasured at its fair value. The difference between the carrying amount of the retained investment at the date when significant influence or joint control is lost and its fair value is recognised in theincome statement.

If the ownership interest in an associate/jointly-controlled entity is reduced but significant influence or joint control is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are transferred to income statement where appropriate. Gains or losses arising from such transactions are recognised in the income statement.

(c) Currency translation (i) Functional and presentation currency Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Singapore Dollars (“presentation currency”), which is also the Company’s functional currency.

(ii) Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Currency translation gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are taken to the income statement.

Currency translation differences on non-monetary items which are equity investments held at fair value through profit or loss are reported as part of the fair value gain orloss in the income statement. Currency translation differences on non-monetary items which are equity investments classified as available-for-sale financial assets are included in other comprehensive income.

100 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (c) Currency translation (Cont’d) (iii) Translation of Group entities’ financial statements The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet;

• Income and expenses are translated at average exchange rates; and

• All resulting exchange differences are taken to other comprehensive income and transferred to the income statement upon the disposal of the foreign operation as part of the gain or loss on disposal.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after September 1, 2005 are treated as assets and liabilities of the foreign entity and translated at the closing rates at the date of balance sheet. For acquisitions prior to September 1, 2005, the exchange rates at the dates of acquisition are used.

(d) Impairment of non-financial assets (i) Goodwill Goodwill recognised separately as an intangible asset is tested annually for impairment, as well as when there is any indication that the goodwill may be impaired. Goodwill included in the carrying amount of an investment in an associate/jointly-controlled entity is tested for impairment as part of the investment, rather than separately.

For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units (“CGU”) expected to benefit from synergies arising from the business combination.

An impairment loss is recognised when the carrying amount of the CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.

The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period. 101 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (d) Impairment of non-financial assets (cont’d) (ii) Other intangible assets Property, plant and equipment Investment properties Investments in subsidiaries, associates and jointly-controlled entities Other intangible assets, property, plant and equipment, investment properties and investments in subsidiaries, associates and jointly-controlled entities are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing, recoverable amount (i.e. the higher of the fair value less cost to sell and value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment loss in the income statement.

An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in the income statement.

(e) Property, plant and equipment (i) Measurement Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

(ii) Depreciation Depreciation is calculated using the straight-line method to allocate the depreciable amounts over the expected useful lives of the assets. The estimated useful lives for this purpose are:

Leasehold land and buildings 30-35 years Plant and equipment 3-20 years Furniture and fittings 3-10 years Motor vehicles 3-5 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise.

No depreciation is charged on capital work-in-progress. 102 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (e) Property, plant and equipment (Cont’d) (iii) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in the income statement when incurred.

(iv) Disposal On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is taken to the income statement.

(f) Investment properties Investment properties comprise office, retail and residential buildings that are held for long-term rental yields.

Investment properties are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of an investment property includes capitalisation of interest incurred on borrowings for the purchase, renovation and extension of the investment property while these activities are in progress. For this purpose, the interest rates applied to funds provided for the development are based on the actual interest rates payable on the borrowings for such development.

Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised and the carrying amounts of the replaced components are written-off to the income statement. The cost of maintenance, repairs and minor improvements is charged to the income statement when incurred.

Depreciation is calculated using the straight-line method to allocate the depreciable amounts over the expected useful lives of the assets. No depreciation is charged on freehold land. The estimated useful lives for this purpose are:

Buildings on freehold and leasehold land 15-50 years Leasehold land 99 years

The residual values, estimated useful lives and depreciation method of investment properties are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise.

Properties that are being constructed or developed for future use as investment properties are classified as investment properties. No depreciation is charged on investment properties under development.

On disposal of an investment property, the difference between the net disposal proceeds and its carrying amount is taken to the income statement.

103 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (g) Development properties Development properties are properties being developed for sale. Costs capitalised include cost of land and other directly related development expenditure, including borrowing costs incurred in developing the properties.

Sold development properties All development properties held by the Group are sold.

Revenue and cost on development properties that have been sold are recognised using percentage- of-completion method. The percentage of completion is measured by reference to the development costs incurred to-date to the estimated total development costs for the properties. When it is probable that the estimated total costs will exceed the total revenue, the expected loss is recognised as an expense immediately.

At the balance sheet date, the aggregated costs incurred plus the recognised profit (less recognised loss) on each development property that has been sold are compared against the progress billings. Where costs incurred plus recognised profits (less recognised losses) exceed progress billings, the balance is presented as due from customers on development properties, within “trade receivables”. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on development properties, within “trade payables”.

(h) Borrowing costs Borrowing costs are recognised in the income statement using the effective interest method except for those costs that are directly attributable to borrowings acquired specifically for the construction or development of properties [Notes 2(f) and 2(g)].

(i) Investments in subsidiaries, associates and jointly-controlled entities Investments in subsidiaries, associates and jointly-controlled entities are included in the Company’s balance sheet at cost less accumulated impairment losses. On disposal of these investments, the difference between disposal proceeds and the carrying amounts of the investments is recognised in the income statement.

(j) Financial assets (i) Classification The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity, and available-for-sale. The classification depends on the nature of the assets and the purpose for which the assets were acquired. Management determines the classification of its financial assets on initial recognition.

• Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified as held for trading if it is acquired principally for the purpose of selling in the short term. Financial assets designated as fair value through profit or loss at inception are those that are managed and their performances are evaluated on a fair value basis, in accordance with a documented Group investment strategy. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are presented as current assets if they are either held for trading or are expected to be realised within 12 months after the balance sheet date. 104 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (j) Financial assets (cont’d) (i) Classification (cont’d) • Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those expected to be realised later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables comprise cash and cash equivalents, trade receivables, other receivables, amount owing by associates/jointly-controlled entities and, where applicable, amount owing by subsidiaries.

• Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixedor determinable payments and fixed maturities for which the Group has the positive intention and ability to hold to maturity. The Group has no held-to-maturity financial assets at balance sheet date.

• Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are presented as non-current assets unless management intends to dispose of the assets within 12 months after the balance sheet date.

(ii) Recognition and derecognition Purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the net sale proceeds and its carrying amount is recognised in the income statement. Any amount in the fair value reserve relating to that asset is also transferred to the income statement.

(iii) Initial measurement Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately in the income statement. 105 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (j) Financial assets (cont’d) (iv) Subsequent measurement Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method less accumulated impairment losses.

Gains and losses arising from changes in the fair values of financial assets at fair value through profit or loss, including the effects of currency translation, interest and dividends, are recognised in the income statement in the period in which they arise. Changes in the fair value of monetary assets denominated in foreign currencies and classified as available-for-sale are analysed into currency translation differences resulting from changes in the amortised cost of the asset and other changes. The currency translation differences are recognised in the income statement and other changes are recognised in other comprehensive income. Changes in fair values of non-monetary assets that are classified as available-for-sale are recognised in other comprehensive income, together with the related currency translation differences.

Interest on available-for-sale financial assets, calculated using the effective interest method, is recognised in the income statement. Dividends on available-for-sale equity securities are recognised in the income statement when the Group’s right to receive payment is established. When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in the fair value reserve within equity are included in the income statement.

(v) Impairment The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.

• Loans and receivables An allowance for impairment of loans and receivables is recognised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are objective evidence that these financial assets are impaired. The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the allowance for impairment is recognised in the income statement. When the asset becomes uncollectible, it is written-off against the allowance account. Subsequent recoveries of amounts previously written-off are recognised in the income statement.

The allowance for impairment loss account is reduced through the income statement in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost, had no impairment been recognised in prior periods. 106 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (j) Financial assets (cont’d) (v) Impairment (cont’d) • Available-for-sale financial assets In the case of an equity security classified as available-for-sale, in addition to the objective evidence of impairment described in loans and receivables, a significant or prolonged decline in the fair value of the security below its cost is objective evidence that the security is impaired.

When there is objective evidence that an available-for-sale financial asset is impaired, the cumulative loss that has been recognised directly in the fair value reserve is transferred from the fair value reserve within equity and recognised in the income statement. The cumulative loss is measured as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any impairment loss on that financial asset previously recognised in income statement.

Impairment loss on debt instruments classified as available-for-sale financial assets is reversed through the income statement. However, impairment losses with respect to equity instruments classified as available-for-sale financial assets are not reversed through the income statement.

(k) Fair value estimation of financial assets and liabilities The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market prices used for financial assets are the current bid prices; the appropriate quoted market prices for financial liabilities are the current asking prices.

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash flow analysis, are also used to determine the fair values of the financial instruments.

The fair values of currency forwards are determined using actively quoted forward exchange rates. The fair values of interest rate swaps are calculated as the present value of the estimated future cash flows discounted at actively quoted interest rates. The fair values of cross currency swaps are calculated as the present value of the estimated future cash flows discounted at actively quoted interest and forward exchange rates.

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

107 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (l) Derivative financial instruments and hedging activities Derivative financial instruments are used to manage exposure to foreign exchange and interest rate risks arising from operating, financing and investing activities. Derivative financial instruments taken up directly by the Group are not used for trading purposes.

A derivative financial instrument is initially recognised at its fair value on the date the derivative contract is entered into and is subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

The Group designates its derivatives for hedging purposes as either hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge), or hedges of highly probable forecast transactions (cash flow hedge). The Group has no fair value hedge at balance sheet date.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of the hedged items.

The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if the remaining expected life of the hedged item is more than 12 months, and as a current asset or liability if the remaining expected life of the hedged item is less than 12 months. The fair value of a trading derivative is presented as a current asset or liability.

(i) Cash flow hedge The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to interest rate risk on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group toraise borrowings at floating rates and swap them into fixed rates.

The fair value changes on the effective portion of these interest rate swaps are recognised in other comprehensive income and transferred to the income statement in the periods when the interest expense on the borrowings is recognised in the income statement. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

(ii) Derivatives that do not qualify for hedge accounting Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement.

108 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (m) Intangible assets (i) Goodwill arising from business combination Goodwill arising from business combination on or after September 1, 2009, is the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets and contingent liabilities acquired. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in income statement.

Goodwill arising on business combination prior to September 1, 2009 and on acquisition of associates and jointly-controlled entities represents the difference between the fair value of the consideration transferred and the fair value of the Group’s share of identifiable net assets acquired at the date of acquisition.

Goodwill arising from business combination is recognised separately as intangible assets and carried at cost less accumulated impairment losses.

Goodwill on acquisition of associates and jointly-controlled entities is recorded as part of the carrying value of the investments in the consolidated balance sheet.

The gains and losses on the disposal of subsidiaries, associates and jointly-controlled entities include the carrying amount of goodwill relating to the entity sold.

(ii) Technology, trademarks, licences, mastheads and others Technology, trademarks, licences, mastheads and other intangible assets acquired as part of business combinations are initially recognised at their fair values at the acquisition date and are subsequently carried at cost (i.e. the fair values on initial recognition) less accumulated amortisation and accumulated impairment losses. Technology and licenses acquired separately are initially recognised at cost and subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight-line method over 2 to 15 years, which is the shorter of their estimated useful lives and periods of contractual rights.

The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least once at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise.

(n) Inventories Inventories comprise raw materials and consumable stores, and are stated at the lower of cost and net realisable value.

The cost of raw materials and consumable stores includes transport and handling costs, and any other directly attributable costs, and is determined on the weighted average or specific identification basis. Net realisable value is the estimated selling price in the ordinary course of business, less estimated variable selling expenses.

109 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (o) Borrowings Borrowings are initially recognised at fair value (net of transaction costs incurred) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest method.

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date.

(p) Trade and other payables Trade and other payables are initially carried at fair value, and subsequently carried at amortised cost using the effective interest method.

(q) Dividends payable Interim dividends are recorded during the financial year in which they are declared payable. Final dividends are recorded during the financial year in which the dividends are approved bythe shareholders.

(r) Employee benefits (i) Short-term employee benefits All short-term employee benefits, including accumulated compensated absences, are recognised in the income statement in the period in which the employees rendered their services to the Group.

(ii) Defined contribution plans Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as Singapore’s Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contributions to defined contribution plans are recognised in the financial year when they are due.

(iii) Share-based compensation • Share options The share option scheme allows selected employees of the Company and/or its subsidiaries, including the Executive Director of the Company, and other selected participants, to subscribe for ordinary shares in the Company at an agreed exercise price.

The fair value of the options granted is recognised as a share-based compensation expense in the income statement with a corresponding increase in the share-based compensation reserve over the vesting period. The fair value is measured at grant date and recognised over the vesting period during which the employees become unconditionally entitled to the options.

When the options are exercised, the proceeds received (net of any directly attributable transaction costs) and the balance previously recognised in the share-based compensation reserve are credited to share capital when new ordinary shares are issued, or to the treasury share account within equity when treasury shares purchased are re-issued to the employees. 110 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (r) Employee benefits (cont’d) (iii) Share-based compensation (cont’d) • Performance shares Persons eligible to participate in the SPH Performance Share Plan (“the Plan”) are selected Group Employees of such rank and service period as the Remuneration Committee (“the Committee”) may determine, and other participants selected by the Committee.

The Plan contemplates the award of fully-paid ordinary shares, their equivalent cash value or combinations thereof, free of charge, provided that certain prescribed performance conditions are met and upon expiry of the prescribed vesting periods.

The fair value of the performance shares granted is recognised as a share-based compensation expense in the income statement with a corresponding increase in the share-based compensation reserve over the vesting period.

The amount is determined by reference to the fair value of the performance shares on grant date.

If the performance condition is a market condition, the probability of the performance condition being met is taken into account in estimating the fair value of the ordinary shares granted at the grant date. The compensation cost shall be charged to the income statement on a basis that fairly reflects the manner in which the benefits will accrue to the employee under the Plan over the prescribed vesting periods from date of grant. No adjustments to the amounts charged to the income statement are made whether or not the market condition is met.

For performance share grants with non-market conditions, the Company revises its estimates of the number of share grants expected to vest and corresponding adjustments are made to the income statement and share-based compensation reserve. The Company assesses this change at the end of each financial reporting period.

(s) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. 111 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (t) Income taxes Current income tax for current and prior periods is recognised at the amount expected to be paid to (or recovered from) the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting nor taxable profit or loss.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

Deferred income tax liabilities are recognised on temporary differences arising on investments in subsidiaries, associates and jointly-controlled entities, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Current and deferred taxes are recognised as income or expense in the income statement, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against the related goodwill.

(u) Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Group’s activities. Revenue is presented, net of goods and services tax, rebates, discounts and returns, and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue and related cost can be reliably measured, when it is probable that the collectability of the related receivables is reasonably assured and when the specific criteria for each of the Group’s activities are met as follows:

(i) Revenue from the sale of the Group’s products is recognised on completion of delivery;

(ii) Revenue from advertisements is recognised in the period in which the advertisement is published or broadcasted;

(iii) Revenue from rental and rental-related services is recognised on a straight-line basis over the lease term;

(iv) Revenue from the provision of other services is recognised in the period in which the services are rendered;

(v) Dividend income is recognised when the right to receive payment is established; and

(vi) Interest income is recognised using the effective interest method. 112 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (v) Operating leases When a group company is the lessee: Leases where substantially all of the risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases are recognised as expenses in the income statement on a straight-line basis over the period of the lease.

When a group company is the lessor: Leases where the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Assets leased out under operating leases are included in investment properties. Rental income from operating leases is recognised in the income statement on a straight-line basis over the lease term.

(w) Treasury shares The consideration paid for treasury shares, including any directly attributable incremental costs, is presented as a component within shareholders’ equity until the shares are cancelled, re-issued or disposed of. Where such shares are subsequently re-issued or disposed of, any consideration received, net of any directly attributable incremental transaction costs, is included in shareholders’ equity. Realised gain or loss on disposal or re-issue of treasury shares is included in retained profits of the Company.

When treasury shares are subsequently cancelled, the cost of the treasury shares is deducted against the share capital account, if the shares are purchased out of capital of the Company, or against the retained profits of the Company, if the shares are purchased out of profits of the Company.

(x) Segment reporting Segmental information are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer of the Company who conducts a regular review for allocation of resources and assessment of performance of the operating segments. 113 Notes to the Financial StatementS August 31, 2011

3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

• Fair value estimation The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flow, discounted at actively quoted interest rates. The fair values of forward foreign exchange contracts are determined using forward exchange market rates at the balance sheet date. The fair values of cross currency swaps are calculated as the present value of the estimated future cash flows discounted at actively quoted interest and forward exchange rates.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Methods used include estimating with reference to recent arm’s length transactions and the underlying net asset value of the investee companies.

• Impairment of available-for-sale financial assets The Group follows the guidance of FRS 39 in determining when an investment is considered impaired. This determination requires significant judgement. The Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook of the issuer of the instrument, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. 114 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

4. SHARE CAPITAL AND TREASURY SHARES

Group and Company 2011 2010 Number Number of Shares Amount of Shares Amount ‘000 S$’000 ‘000 S$’000

Issued and fully paid, with no par value Management shares 16,308 6,879 16,296 6,827 Ordinary shares 1,595,337 492,605 1,594,107 487,911 1,611,645 499,484 1,610,403 494,738 Treasury shares (2,704) (11,024) (4,885) (19,921) 1,608,941 488,460 1,605,518 474,817

Movements during the financial year: Beginning of financial year 1,605,518 474,817 1,603,152 465,312 Issue of ordinary shares fully paid under the Singapore Press Holdings Group (1999) Share Option Scheme 1,230 4,694 970 3,809 Issue of management shares fully paid in accordance with the Newspaper and Printing Presses Act 12 52 10 39 1,606,760 479,563 1,604,132 469,160 Treasury shares re-issued for the fulfilment of share awards vested under SPH Performance Share Plan 2,181 8,897 1,386 5,657 End of financial year 1,608,941 488,460 1,605,518 474,817

The holders of both management and ordinary shares rank pari passu in respect of all dividends declared by the Company and in respect of all bonus and rights issues made by the Company, as well as in the right to return of capital and to participation in all surplus assets of the Company in liquidation.

In terms of voting rights, both classes of shareholders are entitled either on a poll or by a show of hands to one vote for each share, except that on any resolution relating to the appointment or dismissal of a director or any member of the staff of the Company, the holders of management shares are entitled either on a poll or by a show of hands to two hundred votes for each management share held.

(a) Treasury shares No share purchase was made during the financial year and the previous financial year.

The Company re-issued 2,180,609 (2010: 1,386,404) treasury shares during the financial year for the fulfilment of share awards vested under the SPH Performance Share Plan at a total value of S$8.9 million (2010: S$5.7 million). 115 Notes to the Financial StatementS August 31, 2011

4. SHARE CAPITAL AND TREASURY SHARES (CONT’D) (b) Share options At the Extraordinary General Meeting held on December 5, 2006, the shareholders approved the adoption of the SPH Performance Share Plan (“the Plan”) and the Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”) was terminated with regard to the grant of further options. Options granted and outstanding prior to such termination will continue to be valid and be subject to the terms and conditions of the 1999 Scheme.

Movements in the number of the unissued shares of the Company under option during the financial year and their exercise prices are as follows:

Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”)

2011

Grant Expiry Exercise Balance Options Options Balance Date Date Price (S$) 01.09.10 Exercised Lapsed 31.08.11

30.10.00 30.10.10 4.78 6,940,675 - (6,940,675) - 06.11.01 06.11.11 3.03 596,025 (318,675) (16,950) 260,400 28.10.02 28.10.12 3.91 3,194,025 (281,800) (108,800) 2,803,425 16.12.03 16.12.13 3.69 3,479,000 (629,950) (155,125) 2,693,925 01.02.04 01.02.14 3.83 35,000 - - 35,000 21.12.04 21.12.14 4.54 12,139,850 - (564,400) 11,575,450 16.12.05 16.12.15 4.30 13,632,450 - (433,500) 13,198,950 40,017,025 (1,230,425) (8,219,450) 30,567,150

2010

Grant Expiry Exercise Balance Options Options Balance Date Date Price (S$) 01.09.09 Exercised Lapsed 31.08.10

27.10.99 27.10.09 5.60 6,750,700 - (6,750,700) - 30.10.00 30.10.10 4.78 7,471,925 - (531,250) 6,940,675 06.11.01 06.11.11 3.03 769,975 (173,950) - 596,025 28.10.02 28.10.12 3.91 3,357,675 (141,150) (22,500) 3,194,025 16.12.03 16.12.13 3.69 4,189,300 (654,625) (55,675) 3,479,000 01.02.04 01.02.14 3.83 35,000 - - 35,000 21.12.04 21.12.14 4.54 12,529,325 - (389,475) 12,139,850 16.12.05 16.12.15 4.30 14,037,650 - (405,200) 13,632,450 49,141,550 (969,725) (8,154,800) 40,017,025

All the outstanding options as at the balance sheet date were exercisable. Options exercised in 2011 resulted in 1,230,425 shares (2010: 969,725) being issued at an average price of S$3.57 (2010: S$3.60) each.

116 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

4. SHARE CAPITAL AND TREASURY SHARES (CONT’D) (c) Performance shares During the financial year, 2,259,410 (2010: 2,243,825) performance shares were granted subject to the terms and conditions of the Plan.

Movements in the number of performance shares outstanding during the financial year are summarised below:

2011

Outstanding Outstanding Grant as at as at Date 01.09.10 Adjusted * Granted Vested Lapsed 31.08.11 (‘000) (‘000) (‘000) (‘000) (‘000) (‘000)

12.01.07 491 - - (488) (3) - 11.01.08 1,852 (182) - (1,108) (11) 551 12.01.09 2,268 327 - (585) (24) 1,986 12.01.10 2,229 - - - (34) 2,195 12.01.11 - - 2,259 - (1) 2,258

2010

Outstanding Outstanding Grant as at as at Date 01.09.09 Adjusted * Granted Vested Lapsed 31.08.10 (‘000) (‘000) (‘000) (‘000) (‘000) (‘000)

12.01.07 1,602 (290) - (813) (8) 491 11.01.08 2,112 351 - (573) (38) 1,852 12.01.09 2,304 - - - (36) 2,268 12.01.10 - - 2,244 - (15) 2,229

* Adjusted at end of the performance period based on the level of achievement of pre-set performance conditions.

The shares awarded at the vesting date could range from 0% to 150% of the grant, depending on the level of achievement against the pre-set performance conditions.

117 Notes to the Financial StatementS August 31, 2011

4. SHARE CAPITAL AND TREASURY SHARES (CONT’D) (c) Performance shares (cont’d) The fair value of the performance shares is determined at grant date using the Monte Carlo simulation model. The number of performance shares granted during the financial year, their fair values and the assumption inputs used are as follows:

2011

Correlation between SPH Share Fair Price and Share Number Value Expected Risk-free FTSE ST Price at Grant Vesting of per Expected Dividend Interest All Share Grant Date Date Shares Share Volatility* Yield Rate Index ^ Date (‘000) S$ SPH FTSE ST % % S$ (%) All Share Index (%)

12.01.11 (a) 11.01.13 476 3.53 25.07 NA 6.11 0.52 NA 3.97 12.01.11 (a) 11.01.14 476 3.33 25.07 NA 6.11 0.70 NA 3.97 12.01.11 (b) 11.01.14 832 3.13 25.07 30.16 6.11 0.70 0.52 3.97 12.01.11 (a) 11.01.15 476 3.14 25.07 NA 6.11 1.07 NA 3.97

2010

Correlation between SPH Share Fair Price and Share Number Value Expected Risk-free FTSE ST Price at Grant Vesting of per Expected Dividend Interest All Share Grant Date Date Shares Share Volatility* Yield Rate Index ^ Date (‘000) S$ SPH FTSE ST % % S$ (%) All Share Index (%)

12.01.10 (a) 11.01.12 447 3.25 23.69 NA 6.11 0.68 NA 3.68 12.01.10 (a) 11.01.13 447 3.05 23.69 NA 6.11 0.80 NA 3.68 12.01.10 (b) 11.01.13 902 2.77 23.69 32.12 6.11 0.80 0.49 3.68 12.01.10 (a) 11.01.14 448 2.89 23.69 NA 6.11 1.06 NA 3.68

* Derived based on 36 months of historical volatility prior to grant date. ^ Derived based on 36 months of historical correlation of returns prior to grant date. ( a ) Granted with non-market conditions. ( b ) Granted with market conditions. NA Not applicable

For non-market conditions, achievement factors have been estimated based on management inputs for the purpose of accrual for the performance shares until the achievement of the performance conditions can be accurately ascertained.

During the current financial year, the Group recognised S$7.7 million (2010: S$7.4 million) of share-based compensation expense in respect of performance shares based on the fair values determined on grant date and estimation of the share grants that will ultimately vest. 118 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

5. RESERVES

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Composition Capital reserve 2,005 2,005 - - Share-based compensation reserve [Note 5(a)] 25,429 26,817 25,429 26,817 Hedging reserve [Note 5(b)] (5,645) (11,912) (316) (1,952) Fair value reserve [Note 5(c)] 300,778 265,276 34,373 29,216 Currency translation reserve (3,602) (501) - - 318,965 281,685 59,486 54,081

Movements (a) Share-based compensation reserve

Group and Company 2011 2010 S$’000 S$’000

Beginning of financial year 26,817 26,290 Share-based compensation expense [Note 24] 7,724 7,435 Share-based compensation expense charged to a jointly-controlled entity 24 23 Exercise of share options (303) (315) Lapse of share options (561) (413) Award of performance shares (8,272) (6,203) End of financial year 25,429 26,817

(b) Hedging reserve

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Beginning of financial year (11,912) (13,937) (1,952) (1,455)

Fair value losses (7,571) (12,970) (257) (2,590) Deferred tax on fair value losses [Note 6(a)] 1,287 2,205 44 440

(6,284) (10,765) (213) (2,150)

Transferred to finance costs [Note 26] 15,122 15,409 2,228 1,991 Deferred tax on transfer [Note 6(a)] (2,571) (2,619) (379) (338) End of financial year (5,645) (11,912) (316) (1,952) 119 Notes to the Financial StatementS August 31, 2011

5. RESERVES (cont’d) Movements (cont’d) (c) Fair value reserve

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Beginning of financial year 265,276 203,724 29,216 25,722

Financial assets, available-for-sale - Fair value gains 36,746 66,153 5,157 3,494 - Deferred tax on fair value changes [Note 6(a)] 1,649 (645) - -

38,395 65,508 5,157 3,494

Transferred to income statement on disposal [Note 27] (3,461) (4,475) - - Deferred tax on transfer [Note 6(a)] 568 519 - - End of financial year 300,778 265,276 34,373 29,216

6. INCOME TAXES (a) Deferred income taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown on the balance sheets: Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Deferred income tax liabilities: - to be settled within one year 3,030 2,199 2,950 2,476 - to be settled after one year 46,451 51,962 34,676 38,653 49,481 54,161 37,626 41,129

Deferred income tax taken to equity during the financial year is as follows:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Hedging reserve [Note 5(b)] 1,284 414 335 (102) Fair value reserve [Note 5(c)] (2,217) 126 - - (933) 540 335 (102)

Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised tax losses and capital allowances of S$4.4 million (2010: S$5.0 million) and S$0.1 million (2010: S$0.1 million) respectively at the balance sheet date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised tax losses and capital allowances in their respective countries of incorporation. The tax losses have no expiry dates. 120 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

6. INCOME TAXES (CONT’D) (a) Deferred income taxes (cont’d) The movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) during the financial year are as follows:

2011 Group (i) Deferred income tax liabilities

Accelerated Fair Tax Value Depreciation Changes Others Total S$’000 S$’000 S$’000 S$’000

Beginning of financial year 57,379 337 2,746 60,462 (Credited)/Charged to income statement (4,426) - 592 (3,834) Credited to equity [Note 5(b) and 5(c)] - (337) - (337) Acquisition of business by a subsidiary [Note 20(b)] 72 - - 72 Disposal of a subsidiary [Note 20(c)] (3) - - (3) Currency translation differences (217) - - (217) End of financial year 52,805 - 3,338 56,143

(ii) Deferred income tax assets

Fair Value Provisions Changes Others Total S$’000 S$’000 S$’000 S$’000

Beginning of financial year (3,797) (2,440) (64) (6,301) Charged to income statement 148 - 64 212 Credited to equity [Note 5(b) and 5(c)] - (596) - (596) Currency translation differences 23 - - 23 End of financial year (3,626) (3,036) - (6,662)

121 Notes to the Financial StatementS August 31, 2011

6. INCOME TAXES (CONT’D) (a) Deferred income taxes (cont’d) 2010 Group (i) Deferred income tax liabilities

Accelerated Fair Profit from Tax Value Development Depreciation Changes Properties Others Total S$’000 S$’000 S$’000 S$’000 S$’000

Beginning of financial year 61,255 211 23,736 2,231 87,433 (Credited)/Charged to income statement (4,156) - (23,736) 515 (27,377) Debited to equity [Note 5(c)] - 126 - - 126 Acquisition of business by a subsidiary [Note 20(b)] 282 - - - 282 Currency translation differences (2) - - - (2) End of financial year 57,379 337 - 2,746 60,462

(ii) Deferred income tax assets

Fair Value Provisions Changes Others Total S$’000 S$’000 S$’000 S$’000

Beginning of financial year (4,283) (2,854) (64) (7,201) Charged to income statement 504 - - 504 Debited to equity [Note 5(b)] - 414 - 414 Currency translation differences (18) - - (18) End of financial year (3,797) (2,440) (64) (6,301)

122 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

6. INCOME TAXES (CONT’D) (a) Deferred income taxes (cont’d) 2011 Company (i) Deferred income tax liabilities

Accelerated Tax Depreciation S$’000

Beginning of financial year 44,751 Credited to income statement (4,136) End of financial year 40,615

(ii) Deferred income tax assets

Fair Value Provisions Changes Total S$’000 S$’000 S$’000

Beginning of financial year (3,222) (400) (3,622) Charged to income statement 298 - 298 Debited to equity [Note 5(b)] - 335 335 End of financial year (2,924) (65) (2,989)

2010 Company (i) Deferred income tax liabilities

Accelerated Tax Depreciation S$’000

Beginning of financial year 48,222 Credited to income statement (3,471) End of financial year 44,751

(ii) Deferred income tax assets

Fair Value Provisions Changes Total S$’000 S$’000 S$’000

Beginning of financial year (3,728) (298) (4,026) Charged to income statement 506 - 506 Credited to equity [Note 5(b)] - (102) (102) End of financial year (3,222) (400) (3,622) 123 Notes to the Financial StatementS August 31, 2011

6. INCOME TAXES (CONT’D) (b) Income tax expense

Group 2011 2010 S$’000 S$’000

Tax expense attributable to profit is made up of:

Current year - Current tax 80,947 108,640 - Deferred tax (3,519) (26,835) 77,428 81,805 Prior years - Current tax (4,394) (1,363) - Deferred tax (103) (38) 72,931 80,404

The income tax expense on profit for the financial year varies from the amount of income tax determined by applying the Singapore standard rate of income tax to profit before taxation due to the following factors:

Group 2011 2010 S$’000 S$’000

Profit before taxation 456,682 589,892

Tax calculated at corporate tax rate of 17% 77,636 100,282 Singapore statutory stepped income exemption (460) (408) Income taxed at concessionary rate (485) (391) Income not subject to tax (5,020) (21,293) Expenses not deductible for tax purposes 6,088 5,112 Deferred tax benefits not recognised 399 1,137 Double tax relief for contributions made to Institutes of Public Character (243) (2,584) Effect of different tax rates in other countries 890 285 Tax incentives (1,236) (361) Others (141) 26 Tax charge 77,428 81,805 124 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

7. BORROWINGS

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Secured Term loan [Note 7(a)] 298,834 570,000 - -

Unsecured Fixed rate notes [Note 7(b)] 598,797 598,453 598,797 598,453 Term loan [Note 7(c)] 100,000 150,000 100,000 150,000 Loans from non-controlling interests [Notes 7(d) and 7(e)] 113,537 111,661 - - Fixed advance facility [Note 7(f)] 800 800 - - 1,111,968 1,430,914 698,797 748,453

Borrowings are repayable: Within 1 year 100,800 570,800 100,000 - Between 1- 5 years 1,011,168 860,114 598,797 748,453 1,111,968 1,430,914 698,797 748,453

(a) As at August 31, 2011, Orchard 290 Ltd (“Orchard 290”), a subsidiary of the Group, had a term loan facility available for drawdown up to the amount of S$300 million (2010: S$610 million) for a tenure of five years from July 11, 2011 (2010: July 11, 2006). As at the balance sheet date, the amount drawn down was S$300 million (2010: S$570 million). The amount of S$298.8 million represented the loan stated at amortised cost.

The term loan facility is secured by way of a legal mortgage on Orchard 290’s investment property [Note 9], a debenture over the assets of Orchard 290 and an assignment of the insurances on the investment property.

After taking into account interest rate swap arrangements totalling S$150 million (2010: S$500 million), the effective interest rate as at the balance sheet date on the outstanding term loan of S$300 million was 1.50% per annum (2010: S$570 million, 3.16% per annum).

(b) On February 22, 2010, the Company established a S$1 billion Multicurrency Medium Term Note Programme. Notes outstanding as at August 31, 2011 comprise S$600 million (2010: S$600 million) 5-year unsecured fixed rate notes due on March 2, 2015. The amount of S$598.8 million (2010: S$598.5 million)asat the balance sheet date represented the notes stated at amortised cost. Interest at 2.81% per annum (2010: 2.81% per annum) is payable semi-annually in arrears. The fixed rate notes are listed on the SGX- ST.

(c) As at August 31, 2011, the Company had an unsecured term loan facility available for drawdown up to the amount of S$150 million (2010: S$150 million) for a tenure of three years from October 22, 2008. Total loan drawn down as at August 31, 2011 amounted to S$100 million (2010: S$150 million), after a partial loan repayment of S$50 million (2010: Nil) during the financial year.

After taking into account interest rate swap arrangements totalling S$100 million (2010: S$100 million), the effective interest rate as at the balance sheet date on the outstanding term loan of S$100 million was 2.88% per annum (2010: S$150 million, 2.22% per annum).

(d) As at August 31, 2011, Blu Inc (Holdings) Malaysia Sdn Bhd, a subsidiary of the Group, had an outstanding unsecured loan of S$2.4 million (2010: S$3.0 million) from its non-controlling interests. The loan is interest-free and has no fixed repayment terms although repayment is not expected within the next twelve months. 125 Notes to the Financial StatementS August 31, 2011

7. BORROWINGS (CONT’D) (e) As at August 31, 2011, SG Domain Pte Ltd (“SG Domain”), a subsidiary of the Group, had outstanding unsecured loans of S$120.4 million (2010: S$120.4 million) from its non-controlling interests, NTUC FairPrice Co-operative Limited (“NTUC FairPrice”) and NTUC Income Insurance Co-operative Limited (“NTUC Income”). The loans are interest-free except for an amount of S$61.2 million (2010: S$61.2 million) which bears a fixed interest rate of 3% per annum payable semi-annually. The loans have a repayment term of five years, of which S$62.4 million is due on February 17, 2015 and S$58.0 million is due on August 31, 2015.

On initial recognition, the above loans were recognised at their fair values of S$107.5 million, which were determined from the cash flow analyses, discounted at the market borrowing rates on the respective inception dates. The difference between the fair value and principal loan amounts was recognised in the income statement. The unamortised fair value gain as at balance sheet date was S$9.3 million (2010: S$11.7 million).

(f) As at August 31, 2011, SPH UnionWorks had an unsecured fixed advance facility of which the total drawdown was S$0.8 million (2010: S$0.8 million). During the current financial year, the outstanding loan was refinanced. The bank loan of S$0.8 million (2010: S$0.8 million) is unsecured and matures on February 27, 2012 (2010: February 28, 2011). As at August 31, 2011, interest is charged at 1.08% (2010: 1.50%) per annum.

(g) In respect of bank borrowings, where appropriate, the Group’s policy is to minimise its interest rate risk exposure by entering into interest rate swaps over the duration of its borrowings. Accordingly, the Company and Orchard 290 entered into interest rate swap contracts to swap floating rates for fixed interest rates as part of their interest rate risk management. Under the interest rate swaps, the Company and Orchard 290 agreed with other parties to exchange at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to the agreed notional principal amounts. At August 31, 2011, the fixed interest rates were 2.50% (2010: 2.50%) and 1.79% (2010: 3.19%) per annum for the Company and Orchard 290 respectively, and floating rates are referenced to Singapore dollar swap offer rate and repriced every three months.

The notional principal amounts of the outstanding interest rate swap contracts and their corresponding fair values as at August 31, 2011 are:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Notional due: Within 1 year [Note 19] 100,000 500,000 100,000 - Between 1 - 5 years [Note 19] 150,000 100,000 - 100,000

Fair values* [Note 19] (6,802) (14,352) (381) (2,352)

* The fair values of interest rate swap contracts had been calculated (using rates quoted by the Group’s bankers) assuming the contracts are terminated at the balance sheet date.

(h) As at August 31, 2011, the fair value of the loans from non-controlling interests of SG Domain was S$115.7 million (2010: S$110.3 million) and the fair value of the fixed rate notes was S$631.9 million (2010: S$623.6 million). The fair values were determined from the cash flow analyses, discounted at market borrowing rates of 2.74% (2010: 3.55%) and 1.25% (2010: 1.89%) per annum respectively, which management expected to be available to the Group. The fair values of the remaining borrowings as at the balance sheet date approximated their carrying values.

126 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

8. PROPERTY, PLANT AND EQUIPMENT (a) 2011

Group Leasehold Plant Furniture Land and and and Motor Buildings Equipment Fittings Vehicles Total S$’000 S$’000 S$’000 S$’000 S$’000

Cost Beginning of financial year 229,172 751,351 17,839 1,472 999,834 Currency translation differences - (78) (45) (4) (127) Acquisition of business by a subsidiary [Note 20(b)] - 2 - - 2 Additions 82 2,170 667 515 3,434 Transferred in from capital work-in-progress - 38,862 243 - 39,105 Disposal of a subsidiary [Note 20(c)] - (52) (1) - (53) Disposals/Write-offs (16) (10,577) (195) (495) (11,283) End of financial year 229,238 781,678 18,508 1,488 1,030,912

Accumulated depreciation and impairment losses Beginning of financial year 109,244 468,350 12,886 1,294 591,774 Currency translation differences - (83) (24) (4) (111) Depreciation charge for the year 6,917 52,416 1,432 127 60,892 Disposal of a subsidiary [Note 20(c)] - (42) (1) - (43) Disposals/Write-offs (16) (10,310) (180) (452) (10,958) (Reversal of impairment charge)/ Impairment charge for the year (1,609) 1,351 162 - (96) End of financial year 114,536 511,682 14,275 965 641,458

Net book value End of financial year 114,702 269,996 4,233 523 389,454 Capital work-in-progress 1,426 3,204 2 - 4,632 Total 116,128 273,200 4,235 523 394,086

Capital work-in-progress Beginning of financial year - 19,723 - - 19,723 Additions 1,426 22,343 245 - 24,014 Transferred out to property, plant and equipment - (38,862) (243) - (39,105) End of financial year 1,426 3,204 2 - 4,632 127 Notes to the Financial StatementS August 31, 2011

8. PROPERTY, PLANT AND EQUIPMENT (CONT’D) (b) 2010

Group Leasehold Plant Furniture Land and and and Motor Buildings Equipment Fittings Vehicles Total S$’000 S$’000 S$’000 S$’000 S$’000

Cost Beginning of financial year 228,981 741,063 17,213 1,479 988,736 Currency translation differences - (175) 23 3 (149) Additions 211 3,305 439 54 4,009 Transferred in from capital work-in-progress - 18,409 342 - 18,751 Disposals/Write-offs (20) (11,251) (178) (64) (11,513) End of financial year 229,172 751,351 17,839 1,472 999,834

Accumulated depreciation and impairment losses Beginning of financial year 106,191 425,517 11,672 1,163 544,543 Currency translation differences - (40) 11 3 (26) Depreciation charge for the year 6,558 51,581 1,379 192 59,710 Disposals/Write-offs (20) (11,150) (176) (64) (11,410) (Reversal of impairment charge)/ Impairment charge for the year (3,485) 2,442 - - (1,043) End of financial year 109,244 468,350 12,886 1,294 591,774

Net book value End of financial year 119,928 283,001 4,953 178 408,060 Capital work-in-progress - 19,723 - - 19,723 Total 119,928 302,724 4,953 178 427,783

Capital work-in-progress Beginning of financial year - 18,341 - - 18,341 Additions - 19,791 342 - 20,133 Transferred out to property, plant and equipment - (18,409) (342) - (18,751) End of financial year - 19,723 - - 19,723

During the financial year, the Group has reassessed the recoverable amount of a property and accordingly recognised a reversal of an impairment of S$1.6 million (2010: S$3.5 million) made in prior years within “Other operating income” in the income statement. The recoverable amount of the asset is its fair value less cost to sell. The fair value of the property is based on an independent valuation, determined using the income method.

The Group also recognised an impairment charge of S$1.5 million (2010: S$2.4 million) arising from technology obsolescence, and this amount was included within “Other operating expenses” in the income statement.

128 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

8. PROPERTY, PLANT AND EQUIPMENT (CONT’D) (c) 2011

Company Plant Furniture and and Motor Equipment Fittings Vehicles Total S$’000 S$’000 S$’000 S$’000

Cost Beginning of financial year 636,709 12,860 1,357 650,926 Additions 860 31 515 1,406 Transferred in from capital work-in-progress 38,518 214 - 38,732 Disposals/Write-offs (7,748) - (495) (8,243) End of financial year 668,339 13,105 1,377 682,821

Accumulated depreciation and impairment losses Beginning of financial year 384,161 10,195 1,178 395,534 Depreciation charge for the year 44,906 912 125 45,943 Disposals/Write-offs (7,726) - (452) (8,178) End of financial year 421,341 11,107 851 433,299

Net book value End of financial year 246,998 1,998 526 249,522 Capital work-in-progress 2,791 2 - 2,793 Total 249,789 2,000 526 252,315

Capital work-in-progress Beginning of financial year 19,439 - - 19,439 Additions 21,870 216 - 22,086 Transferred out to property, plant and equipment (38,518) (214) - (38,732) End of financial year 2,791 2 - 2,793

129 Notes to the Financial StatementS August 31, 2011

8. PROPERTY, PLANT AND EQUIPMENT (CONT’D) (d) 2010

Company Plant Furniture and and Motor Equipment Fittings Vehicles Total S$’000 S$’000 S$’000 S$’000

Cost Beginning of financial year 628,888 12,604 1,366 642,858 Additions 717 25 54 796 Transferred in from capital work-in-progress 17,486 341 - 17,827 Disposals/Write-offs (10,382) (110) (63) (10,555) End of financial year 636,709 12,860 1,357 650,926

Accumulated depreciation and impairment losses Beginning of financial year 353,556 9,365 1,084 364,005 Depreciation charge for the year 40,983 939 157 42,079 Disposals/Write-offs (10,378) (109) (63) (10,550) End of financial year 384,161 10,195 1,178 395,534

Net book value End of financial year 252,548 2,665 179 255,392 Capital work-in-progress 19,439 - - 19,439 Total 271,987 2,665 179 274,831

Capital work-in-progress Beginning of financial year 18,044 - - 18,044 Additions 18,881 341 - 19,222 Transferred out to property, plant and equipment (17,486) (341) - (17,827) End of financial year 19,439 - - 19,439

130 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

9. INVESTMENT PROPERTIES

Group 2011 2010 S$’000 S$’000

Investment properties Cost Beginning of financial year 1,252,635 1,247,527 Additions 16,971 8,280 Transferred from Investment property under development 582,204 - Write-off of renovations and fittings - (3,172) End of financial year 1,851,810 1,252,635

Accumulated depreciation and impairment losses Beginning of financial year 81,658 73,062 Depreciation charge for the year 15,893 9,319 Write-off of renovations and fittings - (723) End of financial year 97,551 81,658

Net book value at end of financial year 1,754,259 1,170,977

Investment property under development Beginning of financial year 559,092 - Additions 23,112 559,092 Transferred to Investment properties (582,204) - Net book value at end of financial year - 559,092

Total net book value 1,754,259 1,730,069

Fair value 3,020,083 2,841,992

During the financial year, The Clementi Mall commenced operations upon receiving the Temporary Occupation Permits.

The fair value of the investment properties as at balance sheet date was stated based on independent professional valuations, determined on an open market value basis. Valuation of the Group’s investment properties, Paragon on Orchard Road and The Clementi Mall on Commonwealth Avenue West/Clementi Avenue 3, was carried out using the income method.

The Paragon on Orchard Road, with a carrying amount of S$1,164.8 million (2010: S$1,160.9 million), is mortgaged to a bank as security for the loan facility of S$300 million (2010: S$610 million) granted to Orchard 290 [Note 7(a)].

The following amounts are recognised in the income statement:

Group 2011 2010 S$’000 S$’000

Rental income 166,071 132,327 Direct operating expenses arising from investment properties that generated rental income (58,705) (43,072) 131 Notes to the Financial StatementS August 31, 2011

10. DEVELOPMENT PROPERTIES

Group 2011 2010 S$’000 S$’000

Sold development properties Aggregate costs incurred and profits recognised to-date 673,483 673,483 Less: Progress billings (673,425) (565,803) 58 107,680

Analysed as: Due from customers [Note 17(b)] 58 107,680

The certificate of statutory completion has been issued by the Building and Construction Authority during the financial year.

As stated in Note 2(g), the Group recognises profits from sale of development properties using the percentage-of-completion method. Had the completion-of-contract method been adopted, the effects on the financial statements would have been as follows: Group 2011 2010 S$’000 S$’000

Increase/(Decrease) in:

Income Statement Revenue from sale of development properties - 451,840 Profit after taxation - 299,855

Balance Sheet Retained earnings as at beginning of financial year - (299,855) 132 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

11. INVESTMENTS IN SUBSIDIARIES Unquoted equities

Company 2011 2010 S$’000 S$’000

Unquoted equities at cost 389,368 387,340 Allowance for impairment* (500) (500) 388,868 386,840

* The allowance for impairment was made to write down the carrying amount of investment in a subsidiary to its recoverable amount following a review of the subsidiary’s business.

Details of significant subsidiaries are set out in Note 30. A list of other operating subsidiaries of the Group can be found on pages 175 and 176 of the annual report.

Details of the acquisition and disposal of subsidiaries are set out in Notes 20(b) and 20(c) respectively.

12. INVESTMENTS IN ASSOCIATES Unquoted equities

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Beginning of financial year 56,103 45,600 29,326 29,326 Currency translation differences (37) (4) - - Acquisition of an associate 500 - - - Additional consideration paid on interest in an associate 6,250 5,484 - - Transferred from investment in a subsidiary [Note 20(c)] 500 - - - Gain on dilution of an associate - 5 - - Disposal of associates (73) - - - Share of net profit of associates 8,317 5,185 - - Dividends received from associates (2,804) (171) - - (Allowance)/Write-back of allowance for impairment of an associate (342) 4 3,783 - End of financial year 68,414 56,103 33,109 29,326

The summarised financial information of associates, not adjusted for the proportional ownership interest held by the Group, is as follows:

Group 2011 2010 S$’000 S$’000

Assets 804,933 562,612 Liabilities 617,072 422,254 Revenues 351,386 310,808 Net profit 31,488 11,095

A list of operating associates of the Group can be found on page 177 of the annual report. 133 Notes to the Financial StatementS August 31, 2011

13. INVESTMENTS IN JOINTLY-CONTROLLED ENTITIES Unquoted equities

Group 2011 2010 S$’000 S$’000

Beginning of financial year 11,002 17,441 Additional consideration paid on interests in jointly-controlled entities 14,500 - Share of net loss (11,024) (6,541) Others (153) 102 End of financial year 14,325 11,002

The Group’s investments in the jointly-controlled entities are equity accounted for in the consolidated balance sheet and income statement.

The following amounts represent the Group’s effective share of 33.33% to 50% (2010: 33.33% to 50%) of the assets and liabilities and revenues and expenses of the jointly-controlled entities as at August 31, 2011 should proportionate consolidation be adopted.

Group 2011 2010 S$’000 S$’000

Assets - Current assets 17,289 12,043 - Non-current assets 2,487 2,735 19,776 14,778

Liabilities - Current liabilities 5,669 3,938 - Non-current liabilities 1,685 1,586 7,354 5,524

Net assets 12,422 9,254

Revenues 1,964 1,508 Expenses (12,988) (8,049) Net loss (11,024) (6,541)

A list of operating jointly-controlled entities of the Group can be found on page 177 of the annual report. 134 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

14. LONG-TERM INVESTMENTS Long-term investments classified as available-for-sale financial assets comprise the following:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Quoted securities - Equities 346,685 300,451 36,797 31,633

Unquoted securities - Equities 3,462 3,061 - - - Investment funds 10,102 2,714 - - 360,249 306,226 36,797 31,633

The quoted equities are listed in Singapore.

15. INTANGIBLE ASSETS

Group 2011 2010 S$’000 S$’000

Arising from business combinations - Goodwill [Note 15(a)] 39,436 34,024 - Technology, trademark, licences, mastheads and others [Note 15(b)] 43,596 14,172

Acquired separately - Technology and licences [Note 15(c)] 782 1,143 83,814 49,339

(a) Arising from business combinations - Goodwill

Group 2011 2010 S$’000 S$’000

Cost Beginning of financial year 35,665 36,201 Acquisition of business by a subsidiary [Note 20(b)] 8,195 390 Currency translation differences (1,649) (926) End of financial year 42,211 35,665

Accumulated impairment Beginning of financial year 1,641 355 Impairment charge [Note 15(d) and Note 25] 1,134 1,286 End of financial year 2,775 1,641

Net book value 39,436 34,024

135 Notes to the Financial StatementS August 31, 2011

15. INTANGIBLE ASSETS (CONT’D) (b) Arising from business combinations - Technology, trademark, licences, mastheads and others

Group Trademark, licences, mastheads Technology and others Total S$’000 S$’000 S$’000

2011 Cost Beginning of financial year 6,522 14,409 20,931 Acquisition of business by a subsidiary [Note 20(b)] - 35,375 35,375 Currency translation differences (43) (1,009) (1,052) End of financial year 6,479 48,775 55,254

Accumulated amortisation Beginning of financial year 1,149 5,610 6,759 Amortisation charge [Note 25] 677 4,674 5,351 Currency translation differences (2) (450) (452) End of financial year 1,824 9,834 11,658

Net book value 4,655 38,941 43,596

2010 Cost Beginning of financial year 6,518 12,918 19,436 Acquisition of business by a subsidiary [Note 20(b)] - 1,492 1,492 Currency translation differences 4 (1) 3 End of financial year 6,522 14,409 20,931

Accumulated amortisation Beginning of financial year 493 3,664 4,157 Amortisation charge [Note 25] 653 1,489 2,142 Currency translation differences 3 457 460 End of financial year 1,149 5,610 6,759

Net book value 5,373 8,799 14,172 136 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

15. INTANGIBLE ASSETS (CONT’D) (c) Acquired separately - Technology and licences

Group 2011 2010 S$’000 S$’000

Cost Beginning and end of financial year 1,804 1,804

Accumulated amortisation Beginning of financial year 661 301 Amortisation charge [Note 25] 361 360 End of financial year 1,022 661

Net book value 782 1,143

(d) Impairment of goodwill During the financial year, the Group recognised an impairment charge of S$1.1 million (2010: S$1.3 million) within “Other operating expenses” in the income statement. The goodwill was allocated to the Group’s cash-generating unit (“CGU”) identified as a subsidiary. The recoverable value of the CGU was determined based on fair value less cost to sell. The fair value was computed by applying appropriate earnings multiples to the latest available financial forecasts.

16. INVENTORIES

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Raw materials and consumable stores 38,091 27,511 36,845 26,673 Allowance for write-down of inventories (774) (537) (752) (519) 37,317 26,974 36,093 26,154

The cost of inventories recognised as an expense and included in materials, consumables and broadcasting costs in the income statement amounted to S$119.8 million (2010: S$108.0 million).

During the financial year, the Group made an allowance for stock obsolescence amounting to S$237,000 (2010: S$9,000). In the previous financial year, the Group also wrote off inventories totalling S$9,000. 137 Notes to the Financial StatementS August 31, 2011

17. TRADE AND OTHER RECEIVABLES (a) Non-current

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Loans to a subsidiary [Note 17(a)(i)] - - 307,826 303,331

Staff loans [Note 17(a)(ii)] 2,642 3,526 2,286 3,046 Sundry debtors [Note 17(a)(ii)] 1,460 1,266 166 147 Others [Note 17(a)(ii)] 65 65 - - 4,167 4,857 310,278 306,524

(i) The loans to a subsidiary of S$325.6 million (2010: S$325.6 million) are non-trade, unsecured and interest-free except for S$236.8 million which bears a fixed interest rate of 2.9% per annum payable semi-annually. The loans have a repayment term of five years, of which S$93.7 million is due on February 17, 2015 and S$231.9 million is due on August 31, 2015.

On initial recognition, the above loans were recognised at their fair values of S$301.6 million, determined from the cash flow analyses, discounted at the market borrowing rates on the respective loan inception dates. The difference between the fair values and the principal loan amounts was recognised in the income statement. The unamortised fair value loss as at balance sheet date was S$17.8 million (2010: S$22.3 million).

As at August 31, 2011, the fair values of the loans were S$319.0 million (2010: S$305.8 million), determined from the cash flow analyses, discounted at the market borrowing rate of 2.74% (2010: 3.55%) per annum, which management expected to be available to the Group at the balance sheet date.

(ii) The fair value of the other assets approximates their carrying amount. 138 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

17. TRADE AND OTHER RECEIVABLES (CONT’D) (b) Current

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Trade receivables - Non-related parties 144,683 145,063 110,828 100,762 - Less: Allowance for impairment of receivables – non-related parties (10,342) (10,177) (8,318) (8,366) 134,341 134,886 102,510 92,396

- Development properties - Due from customers [Note 10] [Note 17(b)(i)] 58 107,680 - -

Amounts owing by - Subsidiaries [Note 17(b)(ii)] - - 828,953 847,914 - Associates [Note 17(b)(iii)] 918 53 - - - Jointly-controlled entities [Note 17(b)(iv)] 74 103 61 37 992 156 829,014 847,951

Loans to subsidiaries [Note 17(b)(v)] - - 337,299 302,422

Accrued interest 2,230 2,384 144 40 Sundry debtors 9,115 7,478 1,325 2,881 Prepayments 3,929 5,249 2,571 3,414 Staff loans 1,304 1,434 1,187 1,310 151,969 259,267 1,274,050 1,250,414

(i) In the previous financial year, amounts due from customers on development properties are neither past due nor impaired as they relate to the aggregated costs incurred and the profit or loss recognised in each development property that has been sold, net of any progress billings.

(ii) The amounts owing by subsidiaries, net of allowance for impairment of S$0.5 million (2010: S$0.5 million), are non-trade, unsecured, interest-free and repayable on demand.

(iii) The amounts owing by associates are non-trade, unsecured, interest-free and repayable on demand.

(iv) The amounts owing by jointly-controlled entities are non-trade, unsecured, interest-free and repayable on demand.

(v) The loans to subsidiaries, net of allowance for impairment of S$23.8 million (2010: S$2.9 million), are unsecured and repayable on demand. The loans are interest-free except for an amount of S$200.0 million (2010: S$210.0 million) which bears a fixed interest rate of 2.85% (2010: 1.5%) per annum. 139 Notes to the Financial StatementS August 31, 2011

18. SHORT-TERM INVESTMENTS

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Internally-managed Available-for-sale financial assets [Note 18(a)] 573,544 830,883 113,712 205,145 Financial assets at fair value through profit or loss [Note 18(b)] 49,011 65,686 - - 622,555 896,569 113,712 205,145

(a) Available-for-sale financial assets comprise the following:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Quoted securities*: - Equities 64,331 37,119 - - - Bonds 204,204 506,188 - 99,975 - Investment funds 259,007 239,359 113,712 105,170 527,542 782,666 113,712 205,145

Unquoted securities: - Equities 340 274 - - - Investment funds 45,662 47,943 - - 46,002 48,217 - -

573,544 830,883 113,712 205,145

The Group recognised an impairment loss within “Net income from investments” of S$4.7 million (2010: S$Nil) against an unquoted investment fund as the fair value had been below cost for a prolonged period during the financial year.

(b) Financial assets at fair value through profit or loss comprise the following:

Group 2011 2010 S$’000 S$’000

Quoted securities*: Designated at fair value on initial recognition - Bonds and notes 24,473 41,592 - Preference shares 24,538 24,094 49,011 65,686

* Quoted investment funds are invested in globally diversified portfolios with no significant concentration risk. The other quoted securities are mainly invested in Singapore.

140 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

19. DERIVATIVE FINANCIAL INSTRUMENTS Analysed as:

Group

Contract Notional Fair Value Amount Assets Liabilities S$’000 S$’000 S$’000

2011 Non-current Cash flow hedge - Interest rate swaps [Note 7(g)] 150,000 - 6,421

Current Cash flow hedge - Interest rate swaps [Note 7(g)] 100,000 - 381

Derivatives that do not qualify as hedges - Currency forwards 134,188 2,757 - - Cross currency swap 7,052 2,348 - 5,105 381

2010 Non-current Cash flow hedge - Interest rate swaps [Note 7(g)] 100,000 - 2,352

Current Cash flow hedge - Interest rate swaps [Note 7(g)] 500,000 - 12,000

Derivatives that do not qualify as hedges - Currency forwards 108,980 3,120 37 - Cross currency swap 5,419 1,698 - 4,818 12,037 141 Notes to the Financial StatementS August 31, 2011

19. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D) Company

Contract Notional Fair Value Amount Assets Liabilities S$’000 S$’000 S$’000

2011 Current Cash flow hedge - Interest rate swaps [Note 7(g)] 100,000 - 381

Derivatives that do not qualify as hedges - Currency forwards 47,297 373 - 373 381

2010 Non-current Cash flow hedge - Interest rate swaps [Note 7(g)] 100,000 - 2,352

Current Derivatives that do not qualify as hedges - Currency forwards 6,095 35 33 142 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

20. CASH AND CASH EQUIVALENTS (a) Cash and cash equivalents at the end of the financial year comprise the following:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Cash held as fixed bank deposits 344,117 427,354 260,191 221,340 Cash and bank balances 48,397 33,641 10,479 10,078 392,514 460,995 270,670 231,418

Included in cash and cash equivalents are the following: Group 2011 2010 S$’000 S$’000

Amount held as fixed bank deposits under Housing Developers (Project Account) Rules [Note 20(a)(i)] 7,500 24,300

Amount held in project bank account under Housing Developers (Project Account) Rules [Note 20(a)(i)] 81 3,803

Amount held on behalf of management corporation [Note 20(a)(ii)] 633 676

(i) Under the Housing Developers (Project Account) Rules, withdrawals from the above bank accounts are restricted to payments for expenditure incurred on the development properties [Note 10].

(ii) Pursuant to the requirement under the Building Maintenance and Strata Management Act, Times Development Pte Ltd, a subsidiary of the Group, holds the general maintenance fund for a completed project until the council of the management corporation is elected. The amounts in the maintenance fund can only be applied for the upkeep of the completed project.

(b) Acquisition of business by a subsidiary

Group At fair values 2011 2010 S$’000 S$’000

Identifiable assets and liabilities Property, plant and equipment [Note 8(a)] 2 - Current assets (including cash) - 10 Intangible assets [Note 15(b)] 35,375 1,492 Deferred income tax liabilities [Note 6(a)(i)] (72) (282) Identifiable net assets acquired 35,305 1,220 Goodwill on acquisition [Note 15(a)] 8,195 390

Total purchase consideration [Note 20(b)(i)] 43,500 1,610 Less: Amount paid in previous financial year (435) - Cash acquired - (10) Contingent consideration - (100) Net cash outflow on acquisition of business by a subsidiary 43,065 1,500 143 Notes to the Financial StatementS August 31, 2011

20. CASH AND CASH EQUIVALENTS (CONT’D) (b) Acquisition of business by a subsidiary (cont’d) Note (b)(i) 2011 On October 13, 2010, the Group’s wholly-owned subsidiary, Sphere Exhibits Pte Ltd (“Sphere’’), completed the acquisition of the Exhibitions Business and assets of Eastern Directories Pte Ltd (“EDPL”). The Exhibition Business comprised exhibitions marketed and held in Singapore under the respective names, logos and marks “COMEX”, “IT Show”, “World Food Fair” and “Food and Beverage Fair”.

The total consideration for the acquisition was S$43.5 million.

The goodwill of S$8.2 million is attributable to the value and management expertise of the acquired business.

The acquired business contributed revenue of S$6.1 million and net profit of S$0.2 million to the Group for the period from October 13, 2010 to August 31, 2011. If the acquisition had occurred on September 1, 2010, Group operating revenue and total profit would have increased by S$5.7 million and S$3.3 million respectively.

2010 On June 14, 2010, Sphere Exhibits Pte Ltd (“Sphere”), acquired the issued share capital of Bizlink Exhibition Services Pte Ltd (“Bizlink Exhibition”) from the existing shareholder. Bizlink Exhibition is in the trade exhibitions business. Sphere also acquired the intellectual property rights from Bizlink Premium Services Pte. Ltd (“Bizlink Premium”), a related company of Bizlink Exhibition.

A total consideration of S$1.5 million was paid as at August 31, 2010. A contingent consideration of S$0.1 million is payable to Bizlink Premium subject to the fulfilment of certain conditions including achievement of profit before tax of S$0.3 million for the period from January 1, 2010 to December 31, 2010. As at August 31, 2010, Sphere assessed the probability of fulfilling the conditions and had accrued for the contingent consideration.

The goodwill is attributable to the value and management expertise of the acquired business.

The acquired business contributed revenue of S$0.5 million and net profit of S$30,000 to the Group for the period from June 14, 2010 to August 31, 2010. If the acquisition had occurred on September 1, 2009, Group operating revenue and total profit would have increased by S$1.1 million and S$0.2 million respectively. 144 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

20. CASH AND CASH EQUIVALENTS (CONT’D) (c) Disposal of a subsidiary

Group 2011 S$’000

Carrying values of identifiable assets and liabilities Property, plant and equipment [Note 8(a)] 10 Current assets (including cash) 1,059 Current liabilities (566) Deferred income tax liabilities [Note 6(a)(i)] (3) Net assets disposed 500 Acquisition of an associate [Note 12] (500) - Less: Cash and cash equivalents in subsidiary disposed (633) Net cash outflow on disposal (633)

Note (c)(i) On December 31, 2010, Hardware Zone Pte Ltd, a wholly-owned subsidiary of SPH Magazines Pte Ltd (“SPH Magazines”), transferred its entire shareholding in its wholly-owned subsidiary, clickTRUE Pte Ltd (“clickTRUE”), to Kyosei Ventures Pte Ltd (“Kyosei”). In exchange for the transfer, SPH Magazines subscribed for 290 new shares in Kyosei, representing 22.5% of the share capital of Kyosei which then became an associate of the Group. 145 Notes to the Financial StatementS August 31, 2011

21. TRADE AND OTHER PAYABLES (a) Non-current

Group 2011 2010 S$’000 S$’000

Deposits received 27,776 21,438

The fair value of deposits received approximate their carrying amount.

(b) Current

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Trade payables – non-related parties 43,409 49,641 33,294 25,799

Amounts owing to - Subsidiaries [Note 21(b)(i)] - - 459,047 447,273 - Jointly-controlled entity [Note 21(b)(ii)] 17,217 9,281 17,213 9,281 17,217 9,281 476,260 456,554

Accrued operating expenses 159,983 179,973 120,807 129,948 Deposits received 22,359 19,467 9,070 7,603 Sundry creditors 24,258 8,480 5,606 7,119 Collections in advance 29,444 20,019 12,433 14,601 296,670 286,861 657,470 641,624

(i) The amounts owing to subsidiaries are non-trade, unsecured and repayable on demand. Except for amounts owing to certain subsidiaries of S$38.5 million (2010: S$36.1 million) with effective interest rates ranging from 0.15% to 0.37% (2010: 0.15% to 0.48%) per annum as at the balance sheet date, the amounts owing to other subsidiaries are interest-free.

(ii) The amounts owing to a jointly-controlled entity are non-trade, unsecured and repayable on demand. The amounts of S$17.2 million (2010: S$9.3 million) are interest-bearing, with effective interest rates ranging from 0.05% to 4.80% (2010: 0.19% to 0.60%) per annum as at the balance sheet date. 146 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

22. CAPITAL AND OTHER COMMITMENTS (a) Commitments for capital expenditure and investments

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Authorised and contracted for - Property, plant and equipment 5,363 17,592 4,938 16,899 - Investment properties 2,119 38,229 - - - Equity funding for associates 16,513 21,963 - - - Long-term/Short-term investments 37,161 69,437 - - 61,156 147,221 4,938 16,899

(b) Operating lease commitments – where the Group and/or Company is a lessee The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are as follows:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Within 1 year 7,080 6,676 406 291 Between 1 - 5 years 17,595 16,985 390 48 After 5 years 145,882 149,775 - - 170,557 173,436 796 339

The Group and Company lease various residential/commercial space and plant and machinery under non-cancellable operating lease agreements with varying terms and renewal rights.

(c) Operating lease commitments – where the Group is a lessor The future minimum lease receivables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as receivables, are as follows:

Group 2011 2010 S$’000 S$’000

Within 1 year 172,752 138,808 Between 1 - 5 years 214,857 233,316 After 5 years 368 744 387,977 372,868

The Group leases to third parties various residential/commercial space under non-cancellable operating lease agreements with varying terms, escalation clauses and renewal rights. 147 Notes to the Financial StatementS August 31, 2011

23. OPERATING REVENUE

Group 2011 2010 S$’000 S$’000

Newspaper and Magazine Sale of services – Advertisements 774,670 733,104 Sale of goods – Circulation 207,207 209,078 Others 31,408 31,943 1,013,285 974,125

Property Rental and rental-related services 167,884 134,451 Sale of development properties - 221,644 167,884 356,095

Others Sale of services – Advertisements 26,892 22,099 Sale of services – Multimedia and other services 42,911 28,752 69,803 50,851

1,250,972 1,381,071

24. STAFF COSTS

Group 2011 2010 S$’000 S$’000

Salaries, bonuses and other costs 307,717 300,424 Employers’ contribution to defined contribution plans 33,020 32,605 Share-based compensation expense [Note 5(a)] 7,724 7,435 348,461 340,464 148 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

25. OTHER OPERATING EXPENSES

Group 2011 2010 S$’000 S$’000

Included in other operating expenses are:

Audit fees - Company’s auditors 812 642 - Other auditors 85 68 Non-audit fees# - Company’s auditors 203 146 Rental expense – operating leases 9,055 8,332 Net foreign exchange loss/(gain) from operations 614 (195) Amortisation of intangible assets [Notes 15(b) and 15(c)] 5,712 2,502 Impairment of goodwill [Note 15(a)] 1,134 1,286 Allowance for impairment of trade receivables 1,586 2,306 Bad debts recovery (342) (244) Impairment of property, plant and equipment 1,513 2,442 Net profit on disposal of property, plant and equipment (199) (76) Investment property renovations and fittings written-off - 2,449

# Non-audit fees are mainly for services relating to non-statutory audit/review assignments.

26. FINANCE COSTS

Group 2011 2010 S$’000 S$’000

Interest expense - Bank loans 3,574 6,063 - Fixed rate notes 16,860 8,453 - Loans from non-controlling interests 4,255 1,180 Cash flow hedges, transferred from hedging reserve [Note 5(b)]* 15,122 15,409 39,811 31,105

* In relation to interest rate swap arrangements in Note 7(g). 149 Notes to the Financial StatementS August 31, 2011

27. NET INCOME FROM INVESTMENTS

Group 2011 2010 S$’000 S$’000

Available-for-sale financial assets Interest income 6,562 5,170 Dividend income 28,504 21,442 Net foreign exchange loss (717) (301) Transferred from fair value reserve on disposal of investments [Note 5(c)] 3,461 4,475 Impairment of investments (4,714) (78) 33,096 30,708

Financial assets at fair value through profit or loss Net fair value gain on internally-managed investments - Designated upon initial recognition 2,227 4,658 Net loss from funds under management - (28) Write-back of provision for loss on derivative financial instrument 5,168 - Net fair value gain on derivative financial instruments 14,403 6,397 21,798 11,027

Deposits with financial institutions Interest income 1,420 808 Net foreign exchange loss (5,963) (3,288) (4,543) (2,480)

50,351 39,255

28. DIVIDENDS

Group and Company 2011 2010 S$’000 S$’000

Dividends paid: - Final tax-exempt dividend of 9 cents per share in respect of previous financial year (2010: 9 cents per share) 144,593 144,304 - Special final tax-exempt dividend of 11 cents per share in respect of previous financial year (2010: 9 cents per share) 176,725 144,303 - Interim tax-exempt dividend of 7 cents per share (2010: 7 cents per share) 112,621 112,386 433,939 400,993

(a) The Directors have proposed a final tax-exempt (one-tier) dividend of 9 cents per share and a special final tax-exempt (one-tier) dividend of 8 cents per share for the financial year, amounting to a total of S$273.5 million.

(b) These financial statements do not reflect these proposed dividends, which will be accounted for in shareholders’ interests as an appropriation of retained profit in the financial year ending August 31, 2012 when they are approved at the next annual general meeting. 150 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

29. EARNINGS PER SHARE

Group 2011 2010 Basic Diluted Basic Diluted S$’000 S$’000 S$’000 S$’000

Profit after taxation attributable to shareholders of the Company 388,575 388,575 497,874 497,874

Number of Shares Number of Shares ’000 ’000 ’000 ’000

Weighted average number of shares 1,607,937 1,607,937 1,604,500 1,604,500 Adjustment for assumed conversion of - share options - 309 - 252 - performance shares - 9,472 - 9,289

Weighted average number of shares used to compute earnings per share 1,607,937 1,617,718 1,604,500 1,614,041

Basic Diluted Basic Diluted

Earnings per share (S$) 0.24 0.24 0.31 0.31 151 Notes to the Financial StatementS August 31, 2011

30. SIGNIFICANT SUBSIDIARIES OF THE GROUP

Effective Country of % of Equity Name of Subsidiaries Principal Activities Incorporation held by the Group 2011 2010 % %

Times Properties Letting properties and Singapore 100 100 Private Limited provision of property management services

Orchard 290 Ltd Holding investments and Singapore 100 100 managing of shopping centres and other commercial properties

Singapore News and Holding investments Singapore 100 100 Publications Limited and properties

Singapore Newspaper Holding investments Singapore 100 100 Services Private Limited and properties

Lianhe Investments Holding investments Singapore 100 100 Pte. Ltd. for trading purposes

SPH MultiMedia Holding investments Singapore 100 100 Private Limited

SPH AsiaOne Ltd Holding investments Singapore 100 100

SG Domain Pte Ltd Holding investments Singapore 60 60

CM Domain Pte Ltd Holding property Singapore 60 60 investments and managing shopping centres

Notes: (i) The above companies are audited by PricewaterhouseCoopers LLP, Singapore. (ii) A list of other operating subsidiaries of the Group can be found on pages 175 and 176 of the annual report.

31. FINANCIAL RISK MANAGEMENT The Group’s activities expose it to a variety of financial risks, particularly market risk (including currency risk, price risk and interest rate risk), credit risk and liquidity risk. Where appropriate, the Group’s risk management policies seek to minimise potential adverse effects of these risks on the financial performance of the Group.

Matters pertaining to risk management strategies and execution require the decision and approval of the Board of Directors (“Board”).

Financial risk management is mainly carried out by a central treasury department (“Treasury & Investment”) in accordance with policies approved by the Board. Treasury & Investment analyses its investment portfolio and works closely with business units to identify, evaluate and hedge financial risks where appropriate. Guidelines for authority levels and exposure limits are in place to prevent unauthorised transactions. The Board is regularly updated on the Group’s financial investments and hedging activities.

152 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) The policies for managing these risks are summarised below.

(a) Market risk (i) Currency risk The currency risk of the Group arises mainly from its operational purchases of raw materials and consumable stores and capital expenditure denominated in currencies other than the functional currency. In addition, currency risk also arises from the Group’s foreign currency investments and from costs incurred by its overseas news bureaus. The Group also has investments in foreign subsidiaries, associates and jointly-controlled entities, whose net assets are exposed to currency translation risk.

Where appropriate, the Group enters into foreign exchange forward contracts and cross currency swaps to hedge against its currency risk resulting from anticipated sale and purchase transactions in foreign currencies, its foreign currency denominated investments and net assets of its foreign subsidiaries, associates and jointly-controlled entities.

The Group’s currency exposure on its monetary financial assets and liabilities based on the information provided to key management is as follows:

2011 SGD USD CNH Others Total S$’000 S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 140,069 1,203 - 9,190 150,462 Short-term investments 223,675 5,002 - - 228,677 Cash and cash equivalents 340,023 2,079 39,802 10,610 392,514 703,767 8,284 39,802 19,800 771,653

Financial liabilities Trade and other payables (274,523) (13,191) - (7,288) (295,002) Borrowings (1,109,537) - - (2,431) (1,111,968) (1,384,060) (13,191) - (9,719) (1,406,970)

Net financial (liabilities)/assets (680,293) (4,907) 39,802 10,081 (635,317)

Less: Net financial liabilities/(assets) denominated in the respective entities’ functional currencies 680,293 - - (3,607) 676,686

Less: Firm commitments in foreign currencies - (616) - (235) (851)

Less: Currency forwards - (80,751) (39,980) (261) (120,992) Cross currency swap - (4,809) - - (4,809) Currency exposure - (91,083) (178) 5,978 (85,283)

153 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (a) Market risk (cont’d) (i) Currency risk (cont’d)

2010 SGD USD Others Total S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 140,964 674 8,994 150,632 Short-term investments 540,407 7,373 - 547,780 Cash and cash equivalents 390,847 64,414 5,734 460,995 1,072,218 72,461 14,728 1,159,407

Financial liabilities Trade and other payables (266,194) (15,284) (6,802) (288,280) Borrowings (1,427,942) - (2,972) (1,430,914) (1,694,136) (15,284) (9,774) (1,719,194)

Net financial (liabilities)/assets (621,918) 57,177 4,954 (559,787)

Less: Net financial liabilities/(assets) denominated in the respective entities’ functional currencies 621,918 (48) (4,201) 617,669

Less: Firm commitments in foreign currencies - (5,245) (1,707) (6,952)

Less: Currency forwards - (101,530) 774 (100,756) Cross currency swap - (5,419) - (5,419) Currency exposure - (55,065) (180) (55,245)

154 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (a) Market risk (cont’d) (i) Currency risk (cont’d) The Company’s currency exposure based on the information provided to key management is as follows: 2011 SGD USD CNH Others Total S$’000 S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 1,581,233 366 - 158 1,581,757 Cash and cash equivalents 225,912 1,345 39,802 3,611 270,670 1,807,145 1,711 39,802 3,769 1,852,427

Financial liabilities Trade and other payables (630,970) (13,404) - (663) (645,037) Borrowings (698,797) - - - (698,797) (1,329,767) (13,404) - (663) (1,343,834)

Net financial (liabilities)/assets 477,378 (11,693) 39,802 3,106 508,593

Less: Net financial assets denominated in the Company’s functional currency (477,378) - - - (477,378)

Less: Firm commitments in foreign currencies - (616) - (235) (851)

Less: Currency forwards - - (39,980) 3,670 (36,310) Currency exposure - (12,309) (178) 6,541 (5,946) 155 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (a) Market risk (cont’d) (i) Currency risk (cont’d)

2010 SGD USD Others Total S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 1,553,022 226 276 1,553,524 Short-term investments 99,975 - - 99,975 Cash and cash equivalents 230,266 904 248 231,418 1,883,263 1,130 524 1,884,917

Financial liabilities Trade and other payables (618,015) (8,467) (541) (627,023) Borrowings (748,453) - - (748,453) (1,366,468) (8,467) (541) (1,375,476)

Net financial assets/(liabilities) 516,795 (7,337) (17) 509,441

Less: Net financial assets denominated in the Company’s functional currency (516,795) - - (516,795)

Less: Firm commitments in foreign currencies - (5,245) (1,707) (6,952)

Add: Currency forwards - 1,355 774 2,129 Currency exposure - (11,227) (950) (12,177) 156 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (a) Market risk (cont’d) (i) Currency risk (cont’d) If the USD and CNH change against the SGD by 5% (2010: 5%) with all other variables including tax rate being held constant, the effects arising from the currency exposure will be as follows:

2011 2010 Other Other Profit comprehensive Profit comprehensive after tax income after tax income S$’000 S$’000 S$’000 S$’000

Increase/(Decrease) Group USD against SGD - strengthened (3,780) - (2,285) - - weakened 3,780 - 2,285 -

CNH against SGD - strengthened (7) - - - - weakened 7 - - -

Company USD against SGD - strengthened (511) - (466) - - weakened 511 - 466 -

CNH against SGD - strengthened (7) - - - - weakened 7 - - - 157 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (a) Market risk (cont’d) (ii) Price risk The Group is exposed to equity securities price risk arising from its equity investments which are classified either as available-for-sale or at fair value through profit or loss. To manage the price risk arising from its investments in equity securities, the Group diversifies its portfolio across different markets and industries, where appropriate.

If prices for equity securities that are internally-managed changed by 20% (2010: 20%) with all other variables including tax rate being held constant, the effects on profit after tax and other comprehensive income arising from the change in valuation of the equity securities will be as follows:

2011 2010 Other Other Profit comprehensive Profit comprehensive after tax income after tax income S$’000 S$’000 S$’000 S$’000

Increase/(Decrease) Group Internally-managed investments - increased by 5,758 109,733 3,999 90,410 - decreased by (5,758) (109,733) (3,999) (90,410)

Company Internally-managed investments - increased by - 7,359 - 6,327 - decreased by - (7,359) - (6,327)

158 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (a) Market risk (cont’d) (iii) Interest rate risk Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates.

The Group has cash balances placed with reputable banks and financial institutions, and investments in bonds and government-related securities, which generate interest income for the Group. The Group manages its interest rate risks by placing such balances on varying maturities and interest rate terms.

The Group’s debt comprises mainly bank borrowings and fixed rate notes taken up by the Company and its subsidiaries to finance its operations. Where appropriate, the Group seeks to minimise its cash flow interest rate risk exposure by entering into interest rate swap contract to swap floating interest rate for fixed interest rate over the duration of its borrowings.

The Group’s and the Company’s borrowings at variable rates on which effective hedges have not been entered into are denominated mainly in SGD.

Movements in interest rates will therefore have an impact on the Group. A change of 0.25% (2010: 0.25%) point in interest rate at the reporting date would affect profit after tax and other comprehensive income by the amounts shown below, assuming that all other variables remain constant.

2011 2010 Other Other Profit comprehensive Profit comprehensive after tax income after tax income S$’000 S$’000 S$’000 S$’000

Increase/(Decrease) Group Borrowings (net of interest rate swap) - increased by (311) - (251) - - decreased by 311 - 251 -

Internally-managed investments - increased by (26) (676) 39 (1,059) - decreased by 26 676 (39) 1,059

Company Borrowings (net of interest rate swap) - increased by - - (104) - - decreased by - - 104 -

159 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (b) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations, thereby resulting in financial loss to the Group. For trade receivables, the Group manages its credit risk through the application of credit approvals, credit limits and monitoring procedures. Where appropriate, the Group obtains collateral in the form of deposits, bankers’/insurance guarantees from its customers, and imposes cash terms and/or advance payments from customers of lower credit standing. For other financial assets, the Group adopts the policy of dealing only with high credit quality counterparties.

As at the balance sheet date, the Group has no significant concentration of credit risks.

The maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet which comprise mainly trade receivables, investments in bonds and notes, and cash balances placed with banks. In addition, the Company is the primary obligor for an unsecured composite advance facility which could be utilised by the Company and its designated subsidiaries. The amount utilised by the subsidiaries as at August 31, 2011 was S$0.8 million (2010: S$0.8 million) [Note 7(f)].

The credit risk for trade receivables based on the information provided to key management is as follows:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

By types of customers Advertisement 98,309 86,976 81,157 70,932 Circulation 11,438 12,671 10,239 11,525 Multimedia 2,467 2,806 1,379 1,383 Broadcasting 1,572 861 - - Rental 6,528 1,376 - - Others 14,027 30,196 9,735 8,556 134,341 134,886 102,510 92,396

(i) Financial assets that are neither past due nor impaired Bank deposits and investments in bonds are neither past due nor impaired. Bank deposits are placed with reputable banks and financial institutions. The Group’s bond portfolio is primarily invested in investment grade securities. Trade receivables that are neither past due nor impaired are substantially due from companies with a good collection track record with the Group.

160 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (b) Credit risk (cont’d) (ii) Financial assets that are past due and/or impaired The age analysis of trade receivables past due but not impaired is as follows:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Past due 0 to 30 days 18,097 18,969 11,669 13,343 Past due 31 to 60 days 5,494 6,646 2,514 2,641 Past due 61 to 90 days 2,653 2,284 886 594 Past due over 90 days 3,665 3,108 1,115 795 29,909 31,007 16,184 17,373

The carrying amount of trade receivables individually determined to be impaired and the movements in the related allowance for impairment are as follows:

Group Company 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000

Gross amount 10,342 10,177 8,318 8,366 Less: Allowance for impairment (10,342) (10,177) (8,318) (8,366) - - - -

Beginning of financial year 10,177 9,701 8,366 7,892 Disposal of a subsidiary (5) - - - Allowance made 1,586 2,306 590 1,443 Allowance utilised (1,293) (1,852) (638) (969) Currency translation difference (123) 22 - - End of financial year 10,342 10,177 8,318 8,366

Certain past due or impaired trade receivables are backed by bankers’/insurance guarantees and/or deposits from customers. It is not practicable to determine the fair value of the collaterals that correspond to these trade receivables.

The basis of determining impairment is set out in the accounting policy Note 2(j)(v).

161 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (c) Liquidity risk Liquidity risk refers to the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. To manage liquidity risk, the Group monitors and maintains a level of cash and cash equivalents to finance the Group’s operations and mitigate the effects of fluctuation in cash flows.

The table below analyses the maturity profile of the Group’s and the Company’s financial liabilities (including derivative financial liabilities) based on contractual undiscounted cash flows.

Less Between Between than 1 1 and 2 2 and 5 Over 5 year years years years S$’000 S$’000 S$’000 S$’000

Group At August 31, 2011 Net-settled interest rate swap (2,425) (2,375) (6,794) - Gross-settled currency forwards - Receipts 134,279 - - - - Payments (131,674) - - - Gross-settled cross currency swap - Receipts 7,476 - - - - Payments (5,146) - - - Trade and other payables (267,226) (8,079) (19,697) - Borrowings (122,214) (22,653) (1,053,586) (2,431) (386,930) (33,107) (1,080,077) (2,431)

At August 31, 2010 Net-settled interest rate swap (14,015) (337) - - Gross-settled currency forwards - Receipts 112,021 - - - - Payments (108,938) - - - Gross-settled cross currency swap - Receipts 423 7,476 - - - Payments (379) (5,806) - - Trade and other payables (266,842) (7,255) (14,023) (160) Borrowings (593,720) (170,744) (766,222) (2,972) (871,450) (176,666) (780,245) (3,132)

162 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (c) Liquidity risk (cont’d)

Less Between Between than 1 1 and 2 2 and 5 Over 5 year years years years S$’000 S$’000 S$’000 S$’000

Company At August 31, 2011 Net-settled interest rate swap (381) - - - Gross-settled currency forwards - Receipts 47,388 - - - - Payments (46,993) - - - Trade and other payables (645,037) - - - Borrowings (116,949) (16,860) (625,290) - (761,972) (16,860) (625,290) -

At August 31, 2010 Net-settled interest rate swap (2,015) (337) - - Gross-settled currency forwards - Receipts 6,114 - - - - Payments (6,112) - - - Trade and other payables (627,023) - - - Borrowings (18,088) (167,065) (642,150) - (647,124) (167,402) (642,150) -

(d) Capital risk The Group’s objectives for managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.

The total capital of the Group and the Company as at the balance sheet dates is represented by the respective “Shareholders’ interests” as presented on the balance sheets.

Management uses the “Return on Shareholders’ Funds” as a measure of efficiency in managing capital. The “Return on Shareholders’ Funds” is calculated as profit attributable to shareholders divided by shareholders’ interests. The “Return on Shareholders’ Funds” was 17.4% per annum for the current financial year ended August 31, 2011 (2010: 22.4% per annum). The “Return on Shareholders’ Funds” for the last 5 years was between 17.4% and 23.5%.

The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended August 31, 2010 and 2011. Some of the term loan facility undertaken with the banks requires the Group or the Company to maintain a positive networth. 163 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (e) Fair value measurements The following table presents assets and liabilities measured at fair value and classified by level of the following fair value measurement hierarchy:

(i) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

(ii) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

(iii) Inputs for the asset and liability that are not based on observable market data (unobservable inputs) (Level 3).

Level 1 Level 2 Level 3 Total S$’000 S$’000 S$’000 S$’000

Group 2011 Assets Financial assets at fair value through profit or loss 38,865 10,146 - 49,011 Available-for-sale financial assets 796,032 78,195 59,566 933,793 Derivative financial instruments - 5,105 - 5,105 Total assets 834,897 93,446 59,566 987,909

Liabilities Derivative financial instruments - (6,802) - (6,802)

2010 Assets Financial assets at fair value through profit or loss 38,481 27,205 - 65,686 Available-for-sale financial assets 1,019,414 63,703 53,992 1,137,109 Derivative financial instruments - 4,818 - 4,818 Total assets 1,057,895 95,726 53,992 1,207,613

Liabilities Derivative financial instruments - (14,389) - (14,389) 164 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (e) Fair value measurements (cont’d)

Level 1 Level 2 Level 3 Total S$’000 S$’000 S$’000 S$’000

Company 2011 Assets Available-for-sale financial assets 150,509 - - 150,509 Derivative financial instruments - 373 - 373 Total assets 150,509 373 - 150,882

Liabilities Derivative financial instruments - (381) - (381)

2010 Assets Available-for-sale financial assets 236,778 - - 236,778 Derivative financial instruments - 35 - 35 Total assets 236,778 35 - 236,813

Liabilities Derivative financial instruments - (2,385) - (2,385)

The fair value of financial instruments traded in active markets (such as trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1.

The fair value of financial instruments that are not traded in an active market is determined from information provided by financial institutions and issuers using valuation techniques with observable inputs that are based on market information existing at each balance sheet date. These financial instruments are included in Level 2.

Where a valuation technique for financial instruments is based on significant unobservable inputs, such instruments are included in Level 3.

165 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (e) Fair value measurements (cont’d) Movement in Level 3 financial instruments for the financial year ended August 31, 2011 isas follows:

Group Available-for-sale financial assets Investment funds Equities S$’000 S$’000

2011 At September 1, 2010 50,657 3,335 Purchases of Level 3 securities 9,178 230 Disposal of Level 3 securities (1,233) - Gains and losses recognised in income statement (4,559) - Gains and losses recognised in other comprehensive income 1,721 237 At August 31, 2011 55,764 3,802

2010 At September 1, 2009 46,692 3,362 Purchases of Level 3 securities 9,206 - Disposal of Level 3 securities (1,428) - Gains and losses recognised in income statement 1,343 - Gains and losses recognised in other comprehensive income (5,156) (27) At August 31, 2010 50,657 3,335 166 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (f) Financial instruments by category Group 2011

Financial assets at fair value Available- through for-sale Loans and profit financial receivables or loss assets Total S$’000 S$’000 S$’000 S$’000

Assets as per balance sheet Trade and other receivables excluding non-financial instruments 150,462 - - 150,462 Long-term investments - - 360,249 360,249 Short-term investments - 49,011 573,544 622,555 Derivative financial instruments - 5,105 - 5,105 Cash and cash equivalents 392,514 - - 392,514 542,976 54,116 933,793 1,530,885

Other financial Derivatives liabilities at used for amortised hedging cost Total S$’000 S$’000 S$’000

Liabilities as per balance sheet Trade and other payables excluding non-financial instruments - (295,002) (295,002) Borrowings - (1,111,968) (1,111,968) Derivative financial instruments (6,802) - (6,802) (6,802) (1,406,970) (1,413,772) 167 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (f) Financial instruments by category (cont’d) Group 2010

Financial assets at fair value Available- through for-sale Loans and profit financial receivables or loss assets Total S$’000 S$’000 S$’000 S$’000

Assets as per balance sheet Trade and other receivables excluding non-financial instruments 150,632 - - 150,632 Long-term investments - - 306,226 306,226 Short-term investments - 65,686 830,883 896,569 Derivative financial instruments - 4,818 - 4,818 Cash and cash equivalents 460,995 - - 460,995 611,627 70,504 1,137,109 1,819,240

Financial liabilities at Other fair value financial through Derivatives liabilities at profit used for amortised or loss hedging cost Total S$’000 S$’000 S$’000 S$’000

Liabilities as per balance sheet Trade and other payables excluding non-financial instruments - - 288,280 288,280 Borrowings - - 1,430,914 1,430,914 Derivative financial instruments 37 14,352 - 14,389 37 14,352 1,719,194 1,733,583 168 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (f) Financial instruments by category (cont’d) Company 2011

Financial assets at fair value Available- through for-sale Loans and profit financial receivables or loss assets Total S$’000 S$’000 S$’000 S$’000

Assets as per balance sheet Trade and other receivables excluding non-financial instruments 1,581,757 - - 1,581,757 Long-term investments - - 36,797 36,797 Short-term investments - - 113,712 113,712 Derivative financial instruments - 373 - 373 Cash and cash equivalents 270,670 - - 270,670 1,852,427 373 150,509 2,003,309

Other financial Derivatives liabilities at used for amortised hedging cost Total S$’000 S$’000 S$’000

Liabilities as per balance sheet Trade and other payables excluding non-financial instruments - 645,037 645,037 Borrowings - 698,797 698,797 Derivative financial instruments 381 - 381 381 1,343,834 1,344,215

169 Notes to the Financial StatementS August 31, 2011

31. FINANCIAL RISK MANAGEMENT (CONT’D) (f) Financial instruments by category (cont’d) Company 2010

Financial assets at fair value Available- through for-sale Loans and profit financial receivables or loss assets Total S$’000 S$’000 S$’000 S$’000

Assets as per balance sheet Trade and other receivables excluding non-financial instruments 1,553,524 - - 1,553,524 Long-term investments - - 31,633 31,633 Short-term investments - - 205,145 205,145 Derivative financial instruments - 35 - 35 Cash and cash equivalents 231,418 - - 231,418 1,784,942 35 236,778 2,021,755

Financial liabilities at Other fair value financial through Derivatives liabilities at profit used for amortised or loss hedging cost Total S$’000 S$’000 S$’000 S$’000

Liabilities as per balance sheet Trade and other payables excluding non-financial instruments - - 627,023 627,023 Borrowings - - 748,453 748,453 Derivative financial instruments 33 2,352 - 2,385 33 2,352 1,375,476 1,377,861 170 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

32. RELATED PARTY TRANSACTIONS (a) Key management personnel compensation Key management personnel compensation are as follows:

Group 2011 2010 S$’000 S$’000

Remuneration and other short-term employee benefits 21,284 18,214 Employers’ contribution to defined contribution plans 411 365 Share-based compensation expense 3,558 3,639 25,253 22,218

Staff loans granted to key management personnel 405 323

The above includes total emoluments of the Company’s Directors of S$3.9 million (2010: S$3.5 million).

(b) Sales and purchases of goods and services Fees paid to a firm of which a director is a member 382 298

33. SEGMENTAL INFORMATION (a) Operating segments Management has determined the operating segments based on the reports provided to the Chief Executive Officer (CEO) of the Company that are used to make strategic decisions.

The Group is organised into business units based on their products, services and activities, and has three reportable operating segments namely Newspaper and Magazine, Treasury and Investment, and Property.

The Newspaper and Magazine segment is involved in the publishing, printing and distributing of newspapers and magazines. The Treasury and Investment segment manages the investment activities of the Group while the Property segment holds, manages and develops properties of the Group. Other operations under the Group, which are currently not significant to be reported separately, are included under “Others”. These comprise the Group’s businesses and investments in Internet and related activities, outdoor advertising, radio broadcasting, television broadcasting, organising conventions/conferences/events, book publishing and distribution, online investor relations services, developing applications and operating a financial portal.

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.

171 Notes to the Financial StatementS August 31, 2011

33. SEGMENTAL INFORMATION (CONT’D) (a) Operating segments (cont’d) Information regarding the results of each reportable segment is included in the table below.

2011

Newspaper Treasury and and Magazine Investment Property Others Eliminations Consolidated S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Operating revenue External sales 1,013,285 - 167,884 69,803 - 1,250,972 Inter-segmental sales 4,336 - 1,875 1,507 (7,718) - Total operating revenue 1,017,621 - 169,759 71,310 (7,718) 1,250,972

Result Segment result 361,603 49,477 107,264 (19,595) - 498,749 Finance costs - (7,863) (31,938) (10) - (39,811) Interest income 106 - 240 105 - 451 Share of profits/(losses) of associates and jointly-controlled entities 3,894 - - (6,601) - (2,707)

Profit/(loss) before taxation 365,603 41,614 75,566 (26,101) - 456,682 Taxation (72,931) Profit after taxation 383,751 Non-controlling interests 4,824 Profit attributable to shareholders 388,575

Other information

Segment assets 642,415 1,275,198 1,841,897 129,264 - 3,888,774

Segment assets includes: Investments in associates/ jointly-controlled entities 38,714 - - 44,025 - 82,739 Additions to: - property, plant and equipment 25,811 - 496 1,141 - 27,448 - investment properties - - 40,083 - - 40,083

Segment liabilities 208,786 100,060 1,098,329 36,041 - 1,443,216

Current income tax liabilities 89,488 Deferred income tax liabilities 49,481 Consolidated total liabilities 1,582,185 172 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

33. SEGMENTAL INFORMATION (CONT’D) (a) Operating segments (cont’d) 2011 (cont’d)

Newspaper Treasury and and Magazine Investment Property Others Eliminations Consolidated S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Depreciation 54,260 - 16,323 6,202 - 76,785 Amortisation of intangible assets 1,019 - - 4,693 - 5,712 Impairment of property, plant and equipment - - - 1,513 - 1,513 Reversal of impairment of property, plant and equipment (1,609) - - - - (1,609) Impairment of goodwill 1,134 - - - - 1,134 Impairment of investments - 4,714 - - - 4,714

2010 Operating revenue External sales 974,125 - 356,095 50,851 - 1,381,071 Inter-segmental sales 3,667 - 1,876 2,638 (8,181) - Total operating revenue 977,792 - 357,971 53,489 (8,181) 1,381,071

Result Segment result 359,179 38,549 244,420 (33,070) - 609,078 Finance costs - (8,730) (22,359) (16) - (31,105) Interest income 83 - 158 144 - 385 Fair value gain on loans from non-controlling interests - - 12,890 - - 12,890 Share of profits/(losses) of associates and jointly-controlled entities 5,416 - - (6,772) - (1,356)

Profit/(loss) before taxation 364,678 29,819 235,109 (39,714) - 589,892 Taxation (80,404) Profit after taxation 509,488 Non-controlling interests (11,614) Profit attributable to shareholders 497,874 173 Notes to the Financial StatementS August 31, 2011

33. SEGMENTAL INFORMATION (CONT’D) (a) Operating segments (cont’d) 2010 (cont’d)

Newspaper Treasury and and Magazine Investment Property Others Eliminations Consolidated S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Other information

Segment assets 649,435 1,510,891 1,998,228 75,448 - 4,234,002

Segment assets includes: Investments in associates/ jointly-controlled entities 36,989 - - 30,116 - 67,105 Additions to: - property, plant and equipment 18,646 - 796 4,700 - 24,142 - investment properties - - 567,372 - - 567,372

Segment liabilities 212,827 538,463 980,423 21,889 - 1,753,602 Current income tax liabilities 120,213 Deferred income tax liabilities 54,161 Consolidated total liabilities 1,927,976

Depreciation 51,421 - 9,613 7,995 - 69,029 Amortisation of intangible assets 1,068 - - 1,434 - 2,502 Impairment of property, plant and equipment - - - 2,442 - 2,442 Reversal of impairment of property, plant and equipment (3,485) - - - - (3,485) Impairment of goodwill - - - 1,286 - 1,286 Investment property renovations and fittings written-off - - 2,449 - - 2,449

174 Singapore Press Holdings annual report 2011 Notes to the Financial StatementS August 31, 2011

33. SEGMENTAL INFORMATION (CONT’D) (b) Geographical segments The principal geographical area in which the Group operates is Singapore. The Group’s overseas operations comprise mainly publishing and distributing magazines, holding overseas investments, providing marketing and editorial services and providing online search, directories and classified services.

Operating revenue Non-current assets Total assets 2011 2010 2011 2010 2011 2010 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Singapore 1,213,780 1,352,802 2,644,444 2,551,745 3,836,152 4,183,660 Other countries 37,192 28,269 34,870 33,634 52,622 50,342 1,250,972 1,381,071 2,679,314 2,585,379 3,888,774 4,234,002

34. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS Certain new standards and amendments and interpretations to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after September 1, 2011 or later periods for which the Group has not early adopted. The management anticipates that the adoption of these standards, amendments and interpretations will not have a material impact on the financial statements of the Group and of the Company.

35. AUTHORISATION OF FINANCIAL STATEMENTS On October 12, 2011, the Board of Directors of Singapore Press Holdings Limited authorised these financial statements for issue. 175 Operating Companies OF the Group as at August 31, 2011

Subsidiaries

Country of Name of Subsidiary Principal Activities Incorporation

701Sou (Hong Kong) Pte Ltd Holding investments Hong Kong

Bizlink Exhibition Services Pte Ltd Exhibitions/ convention/ conference organisers Singapore

Blu Inc Holdings (Malaysia) Holding investments and providing management Malaysia Sdn Bhd support services

Blu Inc Media (HK) Limited Publishing magazines and providing editorial and Hong Kong other services

Blu Inc Media China Advertising and promoting the magazine The People's publishing business Republic of China

Blu Inc Media Sdn Bhd Publishing and distributing magazines and books Malaysia

CT Point Investments Pte Ltd Holding investments Singapore

Exhibits Inc Pte Ltd Exhibitions/ convention/ conference organisers Singapore

Focus Publishing Ltd Publishing magazines and providing editorial Singapore services

New Beginnings Management Business management and consultancy services The People's Consulting (Shanghai) Company Republic of China Limited

Shareinvestor Pte Ltd Providing online investor relations services, Singapore developing applications and operating a financial portal

Shareinvestor.com Holdings Holding investments and providing management Singapore Pte Ltd services

SI Portal.com Sdn Bhd Providing online investor relations services, Malaysia developing applications and operating a financial portal

Sin Chew Jit Poh (Singapore) Holding investments and properties Singapore Limited

Singapore Press Holdings Providing marketing and other services and Singapore (Overseas) Limited holding investments

SPH (Americas) Pte Ltd Providing news reporting services Singapore

SPH AlphaOne Pte Ltd Holding investments Singapore

SPH Buzz Pte Ltd Franchising kiosks to third party operators Singapore 176 Singapore Press Holdings annual report 2011 Operating Companies OF the Group as at August 31, 2011

Subsidiaries (Cont’d)

Country of Name of Subsidiary Principal Activities Incorporation

SPH Data Services Pte Ltd Licensing copyrights and trademarks Singapore

SPH Interactive International Licensing software, providing technical services Singapore Pte Ltd and holding investments

SPH Interactive Pte Ltd Holding investments Singapore

SPH Magazines Pte Ltd Publishing magazines, providing online marketing Singapore services and editorial services and holding investments

SPH MediaBoxOffice Pte Ltd Providing advertising and events management Singapore services

SPH Net Pte Ltd Holding investments Singapore

SPH Search Pte Ltd Online businesses Singapore

SPH UnionWorks Pte Ltd Radio broadcasting Singapore

Sphere Exhibits Pte Ltd Events/ exhibitions/ conventions/ conference Singapore organisers

Straits Times Press Pte Ltd Publishing and distributing of books Singapore

Tamil Murasu Ltd Publishing newspapers Singapore

The Straits Times Press (1975) Holding investments Singapore Limited 177 Operating Companies OF the Group as at August 31, 2011

Associates

Country of Name of Associate Principal Activities Incorporation

Antarctica Interactive Pte Ltd Providing online advertising and publication Singapore services

Hardware Zone (Philippines) Co Publishing, advertising and providing online Philippines services

Kyosei Ventures Pte Ltd Providing online marketing and technology Singapore services

MediaCorp Press Ltd Production and distribution of newspapers Singapore

MediaCorp TV Holdings Pte Ltd Provision and marketing of television broadcasting Singapore services, production and distribution of television programmes and music albums

MI Publishing (HK) Co Limited Publishing magazines Hong Kong

OpenNet Pte Ltd Developing national broadband network Singapore

SI.com (Thailand) Co. Ltd Providing online investor relations services, Thailand developing applications and operating a financial portal

Jointly-controlled Entities

Name of Country of Jointly-controlled Entity Principal Activities Incorporation

701Panduan Sdn Bhd Providing online search and directories services Malaysia

701Search Pte Ltd Online businesses Singapore

701Search, Inc. Providing online search, directories and classifieds Philippines

701Search (Australia) Pty Ltd Providing online classifieds services Australia

701 Ventures Pte Ltd Providing online classifieds services Singapore

Mudah.my Sdn Bhd Providing online classifieds services Malaysia

PT 701Search Providing online classifieds services Indonesia 178 Singapore Press Holdings annual report 2011 Overseas BUREAUS as at August 15, 2011

AUSTRALIA CHINA (CHONGQING) CHINA (HONGKONG)

ST Cynthia Low ZB Gu Gong Lei 1308, 13th Floor, Tower Two Tel 61-2-9449 3767 Tel 86-23-6770 0067 Lippo Centre [email protected] Fax 86-23-6770 1097 No. 89 Queensway [email protected] Hong Kong BT Mohan Kuppusamy Beian Xingzuo Apartment ST Refer to Beijing Bureau [email protected] #25-12 Jianxin Beilu 60 ZB Norman Yik Jiangbei District 400020 Tel 852-2524 6191 Chongqing, China CHINA (BEIJING) Fax 852-2524 7394 [email protected] 8th Floor, Unit 05 Mktg Chen Shouzhang Raffles City Beijing Office Tower Tel 86-23-6786 2330 Mktg Don Li No. 1 Dongzhimen South Street Fax 86-23-6785 0172 Tel 852-2877 9076 Dongcheng District [email protected] Fax 852-2522 0950 Beijing 100007, P.R. China Beian Xingzuo Apartment [email protected] #25-13 ST Peh Shing Huei Jianxin Beilu 60 Echo Cheung Tel 86-10-6418 1577 Jiangbei District 400020 Tel 852-2877 9076 Tel 86-10-6418 1578 Chongqing, China Fax 852-2522 0950 Fax 86-10-6418 1580 [email protected] [email protected] Amanda So Grace Ng En-Ling CHINA (GUANGZHOU) Tel 852-2877 9076 Tel 86-10-6418 1577 ZB Zeng Li Juan Fax 852-2522 0950 Tel 86-10-6418 1578 [email protected] Fax 86-10-6418 1580 Tel 86-20-8374 0537 [email protected] Fax 86-20-8374 0512 [email protected] Ho Ai Li Room 1106, CHINA (SHANGHAI) Tel 86-10-6418 1577 Peace World Plaza Tel 86-10-6418 1578 362-366, Room 1302, Block A Fax 86-10-6418 1580 Huanshi Dong Road No. 868, East Longhua Road [email protected] Guangzhou 510060 Shanghai 200023 Guangdong Province P.R. China ZB Han Yong Hong P.R. China ZB Tan Eng Teck Tel 86-10-6418 1586 Fax 86-10-6418 1584 Mktg Zhang Ming Shi Tel 86-21-6319 1992 [email protected] Tel 86-138 2610 1468 Fax 86-21-6319 1991 [email protected] [email protected] Sim Tze Wei Tel 86-10-6418 1585 Fax 86-10-6418 1584 [email protected]

Ng Hui Min Tel 86-10-6418 1585 Fax 86-10-6418 1584 [email protected]

ZB General Line : Tel 86-10-6418 1587

179 Overseas BUREAUS as at August 15, 2011

EUROPE INDONESIA (JAKARTA) Hiroshi Okawa Tel 81-3-3582 6259 ST Jonathan Eyal Suite 1401, 14th Floor Fax 81-3-3589 5480 Tel 44-78-0313 8213 Deutsche Bank Building [email protected] Jalan Imam Bonjol 80 Fax 44-20-7930 5854 5A, 6-28 Akasaka, 6-chome Jakarta 10310 [email protected] Minato-ku, Tokyo 107-0052 Indonesia 202 Drake House Japan Dolphin Square ST Syed Zakir Hussain London SW1V 3NN Tel 62-21-3983 1469 United Kingdom Fax 62-21-3983 1466 KOREA (SEOUL) [email protected] Susan Sachs (Contributor) ZB Kang Gwi Young Tel 33-0-6-3125 2129 Wahyudi Soeriaatmadja Tel 010-8940-3982 [email protected] Tel 62-21-3983 1469 [email protected] HP 62-81 5905 2421 BT Neil Behrmann Fax 62-21-3983 1466 [email protected] [email protected] MALAYSIA (KUALA LUMPUR)

Zubaidah Nazeer Mudin Suite 11A, Level 11 MNI Twins, INDIA (NEW DEHLI) Tel 62-81-5936 7276 Tower 2, No. 11 Jalan Pinang Fax 62-21-3983 1466 50450 Kuala Lumpur ST Ravi Velloor [email protected] Malaysia HP 91-9899-622 066 [email protected] General Line : ST Carolyn Hong G-702, Ambience Lagoon 62-21-3983 1465 Tel 02-03-2162 0011 Apartments Fax 02-03-2164 6439 NH-8, GURGAON [email protected] India 122002 JAPAN (TOKYO) Leslie Lopez (Senior Regional Nirmala Ganapathy ST Kwan Weng Kin Correspondent) HP 91-11-9891 257 047 Tel 81-3-3442 4258 Tel 02-03-2162 0011 [email protected] [email protected] Fax 02-03-2164 6439 N-12 Tara Apartment 2-16-49-503 Takanawa [email protected] Alaknanda Minato-ku, Tokyo New Delhi, 110019 Japan 108-0074 Hazlin Bte Hassan India Tel 02-03-2162 0011 BT Anthony Rowley Fax 02-03-2164 6439 Tel 81-3-5467 4656 [email protected] Fax 81-3-5467 4656 [email protected] Lester Wyeth Kong Yit Sin Tel 02-03-2162 0011 ZB Foo Choo Wei Fax 02-03-2164 6439 Tel 090-8567 9193 [email protected] [email protected] BT S Jayasankaran Mktg Sayoko Kon Tel 02-03-2162 0011 Tel 81-3-3582 6259 Fax 02-03-2164 6439 Fax 81-3-3589 5480 [email protected] [email protected] Pauline Ng Tel 02-03-2162 0011 Fax 02-03-2164 6439 [email protected] 180 Singapore Press Holdings annual report 2011 Overseas BUREAUS as at August 15, 2011

MALAYSIA (KUALA LUMPUR) TAIWAN (TAIPEI) U.S.A (WASHINGTON)

Unit A-19-5 Northpoint Office 2F., No. 130, Bo-Ai Road National Press Building Mid Valley City Jhong Jheng District Suite 916, 529 14th Street., NW No 1 Jalan Medan Syed Taipei City 100, Washington, DC 20045 Putra Utara Taiwan (R.O.C.) U.S.A 59200 Kuala Lumpur ST Lee Seok Hwai ST Chua Chin Hon Mktg Janise Low Tel 886-2-2370 3727 Tel 1-202-662 8728 Tel 603-2287 2262 Fax 886-2-2370 9762 HP 1-202-406 0526 Fax 603-2287 2201 [email protected] [email protected] [email protected] ZB Teo Woan Yee Steven Chang Tel 886-2-2383 2732 SHANGHAI INVESTMENT OFFICE Tel 603-2287 2262 Fax 886-2-2375 7822 Fax 603-2287 2201 [email protected] Room 1302, Block A [email protected] No. 868 East Longhua Road Shanghai 200023 Wong Siang Ling THAILAND (BANGKOK) P.R. China Tel 603-2287 2262 Fax 603-2287 2201 170/13 Liberty Park Condo 8A Loo Chin Wah [email protected] Sukhumvit Soi 23 New Beginnings Klong Toey Nua, Wathana Management Jenny Yap Bangkok 10110 Consulting (Shanghai) Company Limited Tel 603-2287 2262 Thailand Fax 603-2287 2201 Tel 86-21-6319 1989 [email protected] ST Nirmal Ghosh Fax 86-21-6319 1991 HP 66-8-9897 0802 [email protected] Fax 66-2-664 2070 [email protected] PHILIPPINES (MANILA)

339 Lirio Street,

Palm Village, U.S.A. (MARYLAND) Makati, Manila

Philippines BT Leon Hadar [email protected] ST Alastair McIndoe

Tel 63-2-890 0841 HP 63-916-578 1924 [email protected] U.S.A. (NEW YORK)

ST Betsy Pisik (Contributor) Tel 1-646-894 2744 [email protected]

U.S.A. (OHIO)

ST Paul Zach Tel 1-440-212 4125 [email protected] 181 Properties of the Group as at August 31, 2011

Effective Expiry Date Land Built-In Existing Group Location Tenure Of Lease (Sq M) (Sq M) Use Interest (%)

Media Centre Leasehold July 15, 2040 24,892 49,131 Industrial 100 82 Genting Lane

Print Centre Leasehold June 8, 2034 110,075 102,152 Industrial 100 2 Jurong Port Road

News Centre Leasehold March 2, 2031 21,730 54,296 Industrial 100 1000 Toa Payoh North

Manhattan House Leasehold October 15, 2068 - 554 Commercial 100 151 Chin Swee Road Units #01-39 to #01-48 and #01-51 to #01-56

20A Yarwood Avenue Leasehold May 6, 2878 1,721 488 Residential 100

42 Nassim Road Freehold - 1,406 686 Residential 100

42A Nassim Road Freehold - 1,444 645 Residential 100

42B Nassim Road Freehold - 1,418 645 Residential 100

Paragon Freehold - 17,355 94,307 Commercial 100 290 Orchard Road

Clementi Mall Leasehold August 31, 2109 - 26,976 Commercial 60 Commonwealth Avenue West/ Clementi Avenue 3

MALAYSIA Freehold - - 117 Residential 100 Awana Condominium Unit 3544 Genting Highlands

HONGKONG Leasehold February 14, 2059 - 368 Commercial 100 Tower Two, Lippo Centre Unit 1308 13th Floor 89 Queensway, Hong Kong 182 Singapore Press Holdings annual report 2011 Options and Awards

Details of the options and awards granted to a Director under the Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”) and the SPH Performance Share Plan (“Share Plan”) are as follows:

1999 Scheme

Number Aggregate Number of of existing options Aggregate new ordinary ordinary shares granted and options shares issued transferred accepted since exercised since pursuant pursuant commencement commencement to exercise to exercise Aggregate of 1999 of 1999 Aggregate of options of options awards Scheme on Scheme options during the during the outstanding 16.07.99 to on 16.07.99 outstanding financial year financial year Name of Director as at 1.9.10 31.8.11 to 31.8.11 as at 31.8.11 under review under review

Chan Heng Loon Alan 1,275,000 2,125,000 850,000 1,275,000 - -

Share Plan

Aggregate awards Aggregate granted since awards Aggregate commencement released Aggregate awards of Share Plan on during the awards outstanding 5.12.06 to financial year outstanding as Name of Director as at 1.9.10 31.8.11 under review at 31.8.11

Chan Heng Loon Alan Up to Up to 173,500 Up to 971,850 1,614,900 1,008,350

In respect of the 1999 Scheme and the Share Plan:

1. No options were granted under the 1999 Scheme during the financial year under review.

2. The Rules of the 1999 Scheme do not allow for options to be granted at a discount.

3. No ordinary shares have been delivered pursuant to awards granted under the Share Plan.

4. No options or awards under the 1999 Scheme and the Share Plan have been granted to controlling shareholders of the Company or their associates.

5. No participant has received 5% or more aggregate of (a) the total number of new ordinary shares available under the Share Plan and 1999 Scheme collectively, and (b) the total number of existing ordinary shares delivered pursuant to awards released under the Share Plan and options exercised under the 1999 Scheme.

Copies of the 1999 Scheme and the Share Plan Rules are available for inspection at the Company’s registered office. 183 Shareholding Statistics as at October 6, 2011

DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS

No. of Size of Shareholdings Shareholders % No. of Shares % *

1 - 999 1,497 2.53 649,608 0.04 1,000 - 10,000 45,435 76.92 179,718,696 11.29 10,001 - 1,000,000 12,051 20.41 556,652,135 34.95 1,000,001 and above 84 0.14 855,626,236 53.72 TOTAL 59,067 100.00 1,592,646,675 100.00

* Shareholdings exclusive of 2,703,596 treasury shares

TWENTY LARGEST ORDINARY SHAREHOLDERS

Name of Shareholder No. of Shares % *

1 CITIBANK NOMINEES SINGAPORE PTE LTD 177,653,406 11.15 2 HSBC (SINGAPORE) NOMINEES PTE LTD 149,898,210 9.41 3 DBS NOMINEES PTE LTD 111,633,324 7.01 4 DBSN SERVICES PTE LTD 49,225,329 3.09 5 UNITED OVERSEAS BANK NOMINEES (PRIVATE) LTD 45,171,452 2.84 6 BANK OF SINGAPORE NOMINEES PTE LTD 23,983,443 1.51 7 UOB KAY HIAN PTE LTD 21,681,328 1.36 8 RAFFLES NOMINEES (PTE) LTD 16,022,114 1.01 9 LEE FOUNDATION STATES OF MALAYA 15,215,522 0.96 10 LEE PINEAPPLE COMPANY PTE LTD 12,750,000 0.80 11 TAN ENG SIAN 11,185,000 0.70 12 BNP PARIBAS SECURITIES SERVICES SINGAPORE PTE LTD 10,134,671 0.64 13 DB NOMINEES (S) PTE LTD 9,839,266 0.62 14 OCBC NOMINEES SINGAPORE PRIVATE LTD 9,286,883 0.58 15 UOB NOMINEES (2006) PTE LTD 8,367,057 0.53 16 LEE FOUNDATION 8,210,940 0.52 17 CHAN SIEW KIM ALICE 8,000,000 0.50 18 NANYANG PRESS (SINGAPORE) LIMITED 7,973,824 0.50 19 MERRILL LYNCH (SINGAPORE) PTE LTD 7,548,942 0.47 20 OCBC SECURITIES PRIVATE LTD 7,093,693 0.45 Total: 710,874,404 44.65

* Shareholdings exclusive of 2,703,596 treasury shares 184 Singapore Press Holdings annual report 2011 Shareholding Statistics as at October 6, 2011

DISTRIBUTION OF MANAGEMENT SHAREHOLDERS BY SIZE OF SHAREHOLDINGS

No. of Size of Shareholdings Shareholders % No. of Shares %

1 - 999 10 52.63 48 0.00 1,000 - 10,000 0 0.00 0 0.00 10,001 - 1,000,000 3 15.79 2,186,146 13.41 1,000,001 and above 6 31.58 14,122,053 86.59 TOTAL 19 100.00 16,308,247 100.00

HOLDERS OF MANAGEMENT SHARES

Name of Shareholder No. of Shares %

1 THE GREAT EASTERN LIFE ASSURANCE CO LTD 3,686,195 22.60 2 OVERSEA-CHINESE BANKING CORPORATION LTD 2,739,834 16.80 3 NTUC INCOME INSURANCE COOPERATIVE LIMITED 2,665,472 16.35 4 SINGAPORE TELECOMMUNICATIONS LIMITED 2,169,002 13.30 5 THE DEVELOPMENT BANK OF SINGAPORE LTD 1,549,279 9.50 6 UNITED OVERSEAS BANK LTD 1,312,271 8.05 7 NATIONAL UNIVERSITY OF SINGAPORE 873,928 5.36 8 FRASER & NEAVE, LIMITED 656,109 4.02 9 FULLERTON (PRIVATE) LIMITED 656,109 4.02 10 CHIEF EXECUTIVE OFFICER 8 0.00 11 DIRECTORS (FOUR EACH) 40 0.00 Total: 16,308,247 100.00

Not less than 99.6% of the ordinary shares in the Company is held by the public and Rule 723 of the Singapore Exchange Listing Manual has been complied with.

VOTING RIGHTS OF SHAREHOLDERS The holders of management and ordinary shares shall be entitled either on a poll or by a show of hands to one (1) vote for each share, EXCEPT that on any resolution relating to the appointment or dismissal of a director or any member of the staff of the Company, the holders of the management shares shall be entitled either on a poll or by show of hands to two hundred (200) votes for each management share held. 185 Notice of ANNUAL GENERAL MEETINg SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E)

NOTICE IS HEREBY GIVEN that the Twenty-Seventh Annual General Meeting of the Company will be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, Singapore 318994 on Thursday, December 1, 2011 at 10.30 a.m. for the following business:

Ordinary Business 1. To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended August 31, 2011.

2. To declare a final dividend of 9 cents and a special dividend of 8 cents, on a tax-exempt (one-tier) basis, in respect of the financial year ended August 31, 2011.

3. (i) To re-appoint Cham Tao Soon as a Director of the Company, pursuant to Section 153(6) of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), to hold such office from the date of this Annual General Meeting until the next Annual General Meeting of the Company.

(ii) To re-appoint Ngiam Tong Dow as a Director of the Company, pursuant to Section 153(6) of the Companies Act, to hold such office from the date of this Annual General Meeting until the next Annual General Meeting of the Company.

4. To re-elect the following Directors who are retiring by rotation in accordance with Articles 111 and 112 of the Company’s Articles of Association, and who, being eligible, offer themselves for re-election:

(i) Willie Cheng Jue Hiang (ii) Sum Soon Lim (iii) Yeo Ning Hong

5. To re-elect Lee Boon Yang who will cease to hold office in accordance with Article 115 of the Company’s Articles of Association, and who, being eligible, offers himself for re-election.

6. To approve Directors’ fees of up to S$1,350,000 for the financial year ending 31 August 2012 (2011: up to S$1,300,000).

7. To appoint Auditors and to authorise the Directors to fix their remuneration.

8. To transact any other business of an Annual General Meeting.

Special Business 9. To consider and, if thought fit, to pass, with or without modifications, the following resolutions which will be proposed as Ordinary Resolutions:

(i) “That pursuant to Section 161 of the Companies Act, Chapter 50 and the listing rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), and subject to the provisions of the Newspaper and Printing Presses Act, Chapter 206, authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

(b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution is in force, 186 Singapore Press Holdings annual report 2011 Notice of ANNUAL GENERAL MEETINg SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E)

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 10 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such manner of calculation and adjustments as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and

(ii) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the listing manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”

(ii) “That approval be and is hereby given to the Directors of the Company to grant awards in accordance with the provisions of the SPH Performance Share Plan (the “SPH Performance Share Plan”) and to allot and issue such number of ordinary shares in the capital of the Company (“Ordinary Shares”) as may be required to be delivered pursuant to the vesting of awards under the SPH Performance Share Plan, provided that the aggregate number of new Ordinary Shares allotted and issued and/or to be allotted and issued, when aggregated with existing Ordinary Shares (including Ordinary Shares held in treasury) delivered and/or to be delivered, pursuant to the Singapore Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share Plan, shall not exceed 10 per cent. of the total number of issued Ordinary Shares (excluding treasury shares) from time to time.”

(iii) “That:

(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued Ordinary Shares not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

(i) market purchase(s) on the SGX-ST; and/or

(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act;

and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Buy Back Mandate”), 187 Notice of ANNUAL GENERAL MEETINg SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E)

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy Back Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:

(i) the date on which the next Annual General Meeting of the Company is held;

(ii) the date by which the next Annual General Meeting of the Company is required by law to be held; and

(iii) the date on which purchases or acquisitions of Ordinary Shares pursuant to the Share Buy Back Mandate are carried out to the full extent mandated;

(c) in this Resolution:

“Average Closing Price” means the average of the last dealt prices of an Ordinary Share for the five consecutive trading days on which the Ordinary Shares are transacted on the SGX-ST immediately preceding the date of market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted, in accordance with the listing rules of the SGX-ST, for any corporate action which occurs after the relevant five day period;

“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Ordinary Shares from holders of Ordinary Shares, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Ordinary Share and the relevant terms of the equal access scheme for effecting the off-market purchase;

“Maximum Limit” means that number of issued Ordinary Shares representing 10% of the total number of the issued Ordinary Shares as at the date of the passing of this Resolution (excluding any Ordinary Shares which are held as treasury shares as at that date); and

“Maximum Price”, in relation to an Ordinary Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed, in the case of a market purchase of an Ordinary Share and off-market purchase pursuant to an equal access scheme, 105% of the Average Closing Price of the Ordinary Share; and

(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.”

By Order of the Board

Ginney Lim May Ling Khor Siew Kim Company Secretaries

Singapore, November 2, 2011

Notes: A Member entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend and vote in his stead and the proxy need not be a Member of the Company. The instrument appointing the proxy must be lodged at the Company’s Share Registration Office, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00, Singapore 068898 not less than 48 hours before the time fixed for the meeting.

188 Singapore Press Holdings annual report 2011 Notice of ANNUAL GENERAL MEETINg SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E)

EXPLANATORY NOTES & STATEMENT PURSUANT TO ARTICLE 72 OF THE COMPANY’S ARTICLES OF ASSOCIATION 1. In relation to Ordinary Resolution No. 3(i):

• Cham Tao Soon will, upon re-appointment, continue as Deputy Chairman, Chairman of the Nominating Committee and a member of the Executive Committee. He will step down as Acting Chairman and as a member of the Remuneration Committee after the conclusion of the Twenty-Seventh Annual General Meeting. He is considered an independent Director.

2. In relation to Ordinary Resolution No. 3(ii):

• Ngiam Tong Dow will, upon re-appointment, continue as Chairman of the Remuneration Committee. He is considered an independent Director.

3. In relation to Ordinary Resolution No. 4(i):

• Willie Cheng Jue Hiang will, upon re-election, continue as a member of the Audit Committee and Remuneration Committee. He is considered an independent Director.

4. In relation to Ordinary Resolution No. 4(ii):

• Sum Soon Lim will, upon re-election, continue as a member of the Executive Committee. He is considered an independent Director.

5. In relation to Ordinary Resolution No. 4(iii):

• Yeo Ning Hong will, upon re-election, continue as Chairman of the Audit Committee and a member of the Executive Committee. He is considered an independent Director.

6. In relation to Ordinary Resolution No. 5:

• Lee Boon Yang will, upon re-election, continue as a member of the Executive Committee, Nominating Committee and Remuneration Committee. He will be appointed Chairman of the Board and Chairman of the Executive Committee after the conclusion of the Twenty-Seventh Annual General Meeting. He is considered an independent Director.

7. Ordinary Resolution No 6, if passed, will facilitate the payment of Directors’ fees during the financial year in which the fees are incurred, that is, during the financial year from 1 September 2011 to 31 August 2012. The amount of Directors’ fees is computed based on the anticipated number of Board and Board Committee meetings, assuming full attendance by all the Directors. The amount also includes a contingency sum to cater to unforeseen circumstances such as the appointment of an additional Director, additional unscheduled Board meetings and for the formation of additional Board Committees. 189 Notice of ANNUAL GENERAL MEETINg SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E)

8 The effects of the resolutions under the heading “Special Business” in the Notice of the Twenty-Seventh Annual General Meeting are:

(a) Ordinary Resolution No. 9(i) is to authorise the Directors of the Company from the date of that meeting until the next Annual General Meeting, subject to the provisions of the Newspaper and Printing Presses Act, Chapter 206 of Singapore, to issue shares in the capital of the Company and/or to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding in total 50 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 10 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company may be issued other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time that Ordinary Resolution No. 9(i) is passed, after adjusting for (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time that Ordinary Resolution 9(i) is passed, and (ii) any subsequent bonus issue, consolidation or sub-division of shares. For the avoidance of doubt, any consolidation or sub-division of shares in the capital of the Company will require shareholders’ approval.

(b) Ordinary Resolution No. 9(ii) is to empower the directors to offer and grant awards, and to allot and issue new ordinary shares in the capital of the Company, pursuant to the SPH Performance Share Plan (which was approved by shareholders at the Extraordinary General Meeting held on 5 December 2006), provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with the existing ordinary shares (including ordinary shares held in treasury) delivered and/or to be delivered, pursuant to the Singapore Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share Plan, shall not exceed 10 per cent. of the total number of issued ordinary shares in the capital of the Company (excluding ordinary shares held in treasury) from time to time.

(c) Ordinary Resolution No. 9(iii) is to renew the mandate to permit the Company to purchase or acquire issued ordinary shares in the capital of the Company on the terms and subject to the conditions of the Resolution.

The Company may use internal sources of funds, or a combination of internal resources and external borrowings, to finance the purchase or acquisition of its ordinary shares. The amount of funding required for the Company to purchase or acquire its ordinary shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of ordinary shares purchased or acquired and the price at which such ordinary shares were purchased or acquired and whether the ordinary shares purchased or acquired are held in treasury or cancelled.

The financial effects of the purchase or acquisition of such ordinary shares by the Company pursuant to the proposed Share Buy Back Mandate on the audited financial statements of the Company and its subsidiaries for the financial year ended 31 August 2011, based on certain assumptions, are set out in paragraph 2.6 of the Letter to Shareholders dated 2 November 2011, which is enclosed together with the Summary Financial Report.

190 Singapore Press Holdings annual report 2011

This page is intentionally left blank. IMPORTANT 191 1. For investors who have used their CPF monies to buy shares of Singapore Press Holdings Limited, this Report is forwarded to them FOR INFORMATION ONLY. Proxy FORm 2. This proxy form is not valid for use by CPF investors and SINGAPORE PRESS HOLDINGS LIMITED shall be ineffective for all intents and purposes if used or purported to be used by them. (Co Regn No: 198402868E)

I/We, (name) (NRIC/Passport Number) of being a member/members of the above named Company, hereby appoint the Chairman of the Meeting, or

NRIC/Passport Proportion of Name Address Number Shareholdings (%)

and/or (delete as appropriate)

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting of the Company to be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, Singapore 318994 on December 1, 2011 at 10.30 a.m. and at any adjournment thereof. (Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions as set out in the Notice of Annual General Meeting. Alternatively, please indicate the number of votes as appropriate. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/ they will on any other matter arising at the Annual General Meeting.

To be used on To be used in a Show of Hands the event of a Poll

No. of votes No. of votes

No. Resolution For Against For Against Ordinary Business 1. To adopt Directors’ Report and Audited Financial Statements 2. To declare a Final Dividend and a Special Dividend 3. To re-appoint Directors (i) Cham Tao Soon pursuant to Section 153(6) of the Companies Act, Cap. 50 (ii) Ngiam Tong Dow 4. To re-elect Directors pursuant (i) Willie Cheng Jue Hiang to Articles 111 and 112 (ii) Sum Soon Lim (iii) Yeo Ning Hong 5. To re-elect Directors pursuant Lee Boon Yang to Article 115 6. To approve Directors’ fees for the financial year ending 31 August 2012 7. To appoint Auditors and authorise Directors to fix their remuneration 8. To transact any other business Special Business 9. (i) To approve the Ordinary Resolution pursuant to Section 161 of the Companies Act, Cap. 50 (ii) To authorise Directors to grant awards and to allot and issue shares in accordance with the provisions of the SPH Performance Share Plan (iii) To approve the renewal of the Share Buy Back Mandate

Dated this day of 2011 Total Number of Ordinary Shares held

Total Number of Management Shares held Signature(s) of Member(s) or Common Seal IMPORTANT: PLEASE READ NOTES ON THE REVERSE 192 Singapore Press Holdings annual report 2011 Proxy FORm SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E)

IMPORTANT

Note: 1. Please insert the total number of ordinary shares and/or management shares (“Shares”) held by you. If you have ordinary shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of ordinary shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have ordinary shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. If any proxy other than the Chairman of the Meeting is to be appointed, please strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the box provided. If the box is left blank or incomplete, the Chairman of the Meeting shall be deemed to be appointed as your proxy.

3. A Member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him.

4. Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.

5. The instrument appointing a proxy or proxies must be deposited at the Share Registration Office of the Company at Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00, Singapore 068898, not less than 48 hours before the time appointed for the Annual General Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.

7. A corporation which is a Member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

8. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of ordinary shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the Member, being the appointor, is not shown to have ordinary shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company. Corporate PROFILE Singapore Press Holdings (SPH) is Southeast Asia’s with NTUC Media. Both channels leverage on the brand leading media organisation, engaging minds and enriching name and resources of our print newsrooms, giving them lives across multiple languages and platforms. that unique edge.

We publish 18 newspaper titles in four languages and SPH has a 20 per cent stake in MediaCorp TV Holdings Pte more than 100 periodicals. Every day, 3 million individuals, Ltd, which operates free-to-air channels 5, 8, and Channel or 77 per cent of people above 15 years old, read one U, and a 40 per cent stake in MediaCorp Press Ltd, of our publications. The online editions of our main which publishes the free newspaper, Today. newspapers enjoy over 265 million page views with 18 million unique visitors every month. SPH’s events subsidiary Sphere Exhibits organises innovative consumer and trade events and exhibitions. Our success is built on the long history and rich heritage SPH MediaBoxOffice Pte Ltd (SPHMBO) is the leading Digital of our two flagship newspapers – The Straits Times, Out-of-Home advertising company in Singapore. Its digital the English-language daily and Lianhe Zaobao, the Chinese- network comprises eight large outdoor LED screens at strategic language daily. The other two dailies, Berita Harian and locations (e.g. Orchard Road, Raffles Place, etc.) and more Tamil Murasu, remain the staple for the Malay-speaking than 450 plasma and LCD screens in shopping centres, and Tamil-speaking communities respectively. These four banks, and petrol stations island-wide. It also operates large- major newspapers, together with The New Paper and format billboards, banners and other static media platforms. The Business Times, also provide online news to SPH’s SPHMBO also has a dedicated team of professionals that Internet portal, AsiaOne. SPH has also launched The offers customised event management services to advertisers. Straits Times’ iPad and enhanced iPhone applications and The Business Times Weekend’s iPad application. On the property front, SPH owns and manages Paragon, the prime retail and office complex in the heart of Orchard Apart from AsiaOne, SPH’s online and new media initiatives Road, Singapore’s main shopping belt. SPH’s wholly- include an online marketplace for products, services and owned subsidiary, Times Development Pte Ltd, has also employment, ST701; Stomp (Straits Times Online Mobile developed a 43-storey upmarket residential condominium, Print), a portal that connects, engages and interacts with Sky@eleven, at Thomson Road. The Clementi Mall, readers on the Web and via mobile phone messaging; SPH’s latest retail mall, was opened in 2011. omy.sg, a bilingual news and interactive portal and The Straits Times RazorTV, a free access interactive webcast As an industry leader, SPH is an active corporate citizen service offering live chat shows and video-on-demand clips. and supports various community and charity causes, ranging from education, arts and culture, wildlife conservation We also operate two popular radio channels, 91.3 FM and sports. It has won many awards and accolades for its in English and Radio 100.3 in Mandarin, under an 80 per extensive corporate social responsibility efforts. cent-owned joint venture company, SPH UnionWorks, More information can be found on www.sph.com.sg

This annual report was produced by the Corporate Communications Division

Special thanks to our models: Ng Tze Yong Social Media Editor The Straits Times Natasha Chiam Beauty Writer Female Jennani Durai Journalist The Straits Times Azhar Kasman Deputy Editor Stomp Singapore Press Holdings annual report 2011 BUILDING ON OUR STRENGTHS

Singapore Press Holdings Limited 1000 Toa Payoh North News Centre Singapore 318994 www.sph.com.sg Singapore Press Holdings Co. Reg. No. 198402868E annual report 2011