S G N I D L O H S S E R P E R O P A G N I S

GROWINGSINGAPORE PRESS HOLDINGS

ANNUAL REPORT 2010 REPORT ANNUAL WITH THEANNUAL REPORT 2010 TIMES

Singapore Press Holdings Limited 1000 North News Centre 318994 www.sph.com.sg Co. Reg. No. 198402868E Our Mission SPH Brand Statement To Inform, Educate & Entertain To be Southeast Asia’s Leading Media Organisation, Engaging Minds SPH Brand Essence and Enriching Lives Across Multiple Engaging Minds, Enriching Lives Languages and Platforms

CONTENTS 1 Corporate Profile 43 Environmental Sustainability 12 Group at a Glance 44 Employee Commentary 14 Organisation Structure 45 Awards & Accolades 15 Businesses and Products Under the 48 Corporate Governance SPH Group 58 Risk Management 16 Corporate Information 59 SPH Newspapers Readership Trends 17 Group Financial Highlights 60 Daily Average Newspapers Circulation 18 Chairman’s Statement 61 Financial Review 22 Board of Directors 64 Value Added Statement 26 Senior Management 65 Investor Relations 30 CEO’s Overview of Group Operations 66 Investor Reference 36 Significant Events 68 Full Financial Report A Design 40 Corporate Social Responsibility Corporate Profile

Singapore Press Holdings (Sph) SPH has a 20 per cent stake in TV is Southeast Asia’s leading media organisation, Holdings Pte Ltd, which operates free-to-air engaging minds and enriching lives across channels 5, 8, and , and a 40 per cent multiple languages and platforms. stake in MediaCorp Press Ltd, which publishes the free newspaper, Today. We publish 17 newspaper titles in four languages and more than 100 periodicals. Every day, SPH’s events subsidiary Sphere Exhibits 3 million individuals, or 77 per cent of people organises innovative consumer and trade events above 15 years old, read one of our publications. and exhibitions. SPH MediaBoxOffice Pte Ltd The online editions of our main newspapers (SPHMBO) is the leading Digital Out-of-Home enjoy over 225 million page views with 15 million advertising company in Singapore. Its digital unique visitors every month. network comprises 8 large LED screens at strategic locations (e.g. , Raffles Our success is built on the long history and Place, etc.) and more than 500 plasma and rich heritage of our two flagship newspapers – LCD screens in shopping centres, banks, and , the English-language daily petrol stations. It also operates large-format and , the Chinese-language billboards, banners and other static media daily. The other two dailies, Berita Harian and platforms. SPHMBO also has a dedicated team , remain the staple for the Malay- of professionals that offers customised event speaking and Tamil-speaking communities management services to clients. respectively. These four major newspapers, together with and The Business On the property front, SPH owns and manages Times, also provide online news to SPH’s Paragon, the prime retail and office complex in Internet portal, . the heart of Orchard Road, Singapore’s main shopping belt. SPH’s wholly-owned subsidiary, Apart from SPH’s AsiaOne portal, SPH’s Times Development Pte Ltd, has also developed online and new media initiatives include an a 43-storey upmarket residential condominium, online marketplace for products, services and Sky@eleven, at Thomson Road. The Clementi employment, ST701; Stomp (Straits Times Mall, SPH’s latest retail mall, will be operational Online Mobile Print), a portal that connects, in 2011. engages and interacts with readers on the Web and via mobile phone messaging; omy.sg, a As an industry leader, SPH is an active corporate bilingual news and interactive portal and citizen and supports various community and The Straits Times RazorTV, a free access charity causes, ranging from education, arts and interactive webcast service offering live chat culture, wildlife conservation and sports. shows and video-on-demand clips. More information can be found on We also operate two popular radio channels, www.sph.com.sg 91.3FM in English and Radio 100.3 in Mandarin, under an 80 per cent-owned joint venture company, SPH UnionWorks, with NTUC Media. Both channels leverage on the brand name and resources of our print newsrooms, giving them that unique edge. Keeping In Time Connecting Generations

17 Newspaper Titles 4 Languages

Emerging with the times Growing In Numbers

Over 100 Magazine Titles 5 Million Copies Sold in Singapore Yearly Ahead of The Times Shaping The Future

15 Million Unique Visitors 225 Million Page Views Per Month

in Perfect Timing Staying Connected

One Mobile Device Unlimited Access On The Go

Engaging Minds, Enriching Lives Extending our Reach

SPH touches the heart of every individual in big and small ways. Be it the local daily read across generations to the use of new media platforms that inform and educate, SPH will always play a part in the growth of our community, evolving and growing together with each passing day.

As our brand audiences continue to grow, so will we. Seizing new opportunities and undertaking new challenges will allow us to broaden our horizons and forge greater success. We seek to build a brand recognised for quality and excellence, and in doing so, aspire to create one that will continue to inspire and delight generations to come. GROUP AT A GLANCE

Newspapers Magazines Internet and New Media With print as its core business, SPH Magazines publishes over SPH’s online editions of its key SPH publishes 17 newspaper titles 100 magazine titles in Singapore and newspapers enjoy over 225 million in four languages. Every day, the region, covering a broad range pageviews with 15 million unique 3 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 one of SPH’s news publications. décor and information technology. initiatives such as leading online With more than 1,000 journalists, It also provides custom publishing marketplace, ST701; Stomp (Straits including correspondents operating services covering lifestyle magazines Times Online Mobile Print), a portal in 20 cities around the world, SPH and newsletters. It strives to bring its that connects, engages and interacts is well-equipped with the talent and titles to regional markets and affirm its with readers on the Web and via network to deliver quality news and position as the publisher of choice in mobile phone messaging; omy.sg, information that covers both domestic the region. It also owns the popular IT a bilingual news and interactive portal and international markets. portal, www.HardwareZone.com®. and The Straits Times RazorTV, a free access interactive webcast service offering live chat shows and video-on- demand clips.

12 Singapore Press Holdings GROWING with the Times •••• Broadcasting Events and Outdoor Media Other Businesses 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 Channel U, 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 8 large subsidiary, Times Development Pte radio channels, 91.3FM in English LED screens at strategic locations Ltd, has also developed a 43-storey and Radio 100.3 in Mandarin, under (e.g. Orchard Road, Raffles Place, upmarket residential condominium, an 80 per cent-owned joint venture etc.) and more than 500 plasma and Sky@eleven, at Thomson Road. company, SPH UnionWorks, with LCD screens in shopping centres, The , SPH’s latest retail NTUC Media. banks and petrol stations. It also mall, will be operational in 2011. 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.

Singapore Press Holdings 13 ANNUAL REPORT 2010 •••• Organisation Structure

BOARD OF DIRECTORS

AUDIT COMMITTEE

CHIEF EXECUTIVE OFFICER

INTERNAL AUDIT

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

Administration Production Circulation Corporate Communications

Corporate Development

Finance

Human Resources

Information Technology

Secretariat/Legal

14 Singapore Press Holdings GROWING with the Times •••• Businesses and Products Under the SPH Group

NEWSPAPERS

English Chinese Malay Tamil The Straits Times Lianhe Zaobao Berita Harian Tamil Murasu The Sunday Times Zaobao Sunday Berita Minggu The Business Times The Business Times Weekend (bilingual) The New Paper zbComma The New Paper on Sunday tabla!

MAGAZINES*

Her World Home & Décor LP Luxury Properties Home Team NS Female HardwareMAG SilverKris Health No. 1 Nuyou 24:7 Sutra *SPH has more than 100 Simply Her Action Asia UW magazine titles including Young Parents AsiaSpa ZbBz contract and licensed titles. The Peak Asia-Pacific Boating WB Health Guide ICON China Boating Winning Post Torque JET Asia-Pacific NSMan

BOOK PUBLISHING / CONTRACT PUBLISHING

Straits Times Press Focus Publishing

ONLINE

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

PROPERTIES

Retail Residential Paragon Sky@eleven The Clementi Mall

EVENTS/OUTDOOR

Sphere Exhibits Exhibits Inc Buzz Pods BizLink Exhibition Services SPH MediaBoxOffice

RADIO

SPH UnionWorks 91.3FM Radio 100.3 Singapore Press Holdings 15 ANNUAL REPORT 2010 •••• CORPORATE INFORMATION

Executive Committee Company Secretaries Keng Yam (Chairman) Ginney Lim May Ling Cham Tao Soon Khor Siew Kim Chan Heng Loon Alan Sum Soon Lim Registered Office Yeo Ning Hong 1000, Toa Payoh North News Centre Nominating Committee Singapore 318994 Cham Tao Soon (Chairman) Tel: (65) 6319 6319 Tony Tan Keng Yam Fax: (65) 6319 8282 Email: [email protected] Yong Pung How Co.Reg.No. 198402868E

Remuneration Committee Share Registration Office Ngiam Tong Dow (Chairman) Tricor Barbinder Share Registration Services Tony Tan Keng Yam (A division of Tricor Singapore Pte Ltd) Cham Tao Soon 8 Cross Street, #11-00 Willie Cheng Jue Hiang PWC Building Singapore 048424 Audit Committee Tel: (65) 6236 3333 Yeo Ning Hong (Chairman) Willie Cheng Jue Hiang Ngiam Tong Dow Yuen Kuai

Auditors PricewaterhouseCoopers LLP 8 Cross Street, #17-00 PWC Building Singapore 048424

Audit Partner: Ooi Chee Kar (Appointed in 2008)

16 Singapore Press Holdings GROWING with the Times •••• GROUP FINANCIAL HIGHLIGHTS for the financial year ended August 31, 2010

2010 2009 Change S$’000 S$’000 %

Operating revenue 1,381,071 1,301,367 6.1

Operating profit# 539,103 496,959 8.5 Profit before taxation 589,892 482,206 22.3 Profit after taxation 509,488 418,365 21.8 Non-controlling interests (11,614) 3,516 NM Profit attributable to shareholders 497,874 421,881 18.0

Shareholders’ interests 2,226,282 2,055,176 8.3 Total assets 4,234,002 3,235,358 30.9 Total liabilities 1,927,976 1,170,696 64.7 Non-controlling interests 79,744 9,486 740.6 Dividends declared for the financial year 433,561 400,828 8.2

Profitability ratios % % % points Operating margin^ 39.0 38.2 0.8 Return on operating revenue 36.0 32.4 3.6 Return on shareholders’ funds 22.4 20.5 1.9

Per share data % Net assets (S$) 1.39 1.28 8.6 Profit attributable to shareholders (S$) 0.31 0.26 19.2 Dividends declared for the financial year (cents)## 27 25 8.0 Dividend cover for the financial year (times) 1.1 1.0 10.0

Value added S$ S$ % Per employee 256,129 227,494 12.6 Per $ employment costs 2.90 3.04 (4.6) Per $ investment in property, plant and equipment (before depreciation) 1.02 0.92 10.9 Per $ operating revenue 0.74 0.70 5.7

# This represents the recurring earnings of the media and property businesses, including profits from the Group’s Sky@eleven development which was completed in May 2010. ^ Computed based on recurring earnings. ## Dividends for both FY 2010 and FY 2009 are tax-exempt (one-tier). The proposed final dividend of 20 cents per share, comprising a normal dividend of 9 cents per share and a special dividend of 11 cents per share, is subject to approval by shareholders at the Annual General Meeting on December 1, 2010. NM Not meaningful

Singapore Press Holdings 17 ANNUAL REPORT 2010 ••••

CHAIRMAN’S STATEMENT

I am pleased to report that the SPH Group performed very well in the Financial Year 2009/2010 after going through a difficult period following the US subprime crisis in 2008.

Our total revenue reached a record high of $1.38 billion in FY 2010, an increase of 6 per cent against the previous year. The print business performed outstandingly well. Revenue from the newspaper and magazine segment grew by $82 million to $974 million. The growth came mainly from Display and Recruitment advertising. The Group’s property segment delivered revenue of $356 million with the last contributions from Sky@eleven and strong rental income from Paragon.

With the increase in revenue, the Group achieved a record operating profit of $539 million. Net profit attributable to shareholders was $498 million, 18 per cent higher than that of FY 2009.

This strong performance would not have been possible without the unfailing support of all our stakeholders – staff, unions, business associates, customers and readers.

Enhancing Core Business SPH continued to enhance our core print business with new products and innovations in the past year.

One such innovation was 3-D advertising, launched in The Straits Times in May, the first time for an English daily in the region. This was followed by a similar launch in The New Paper. The project showcased SPH’s ability to leverage on the latest technology and deliver value for our consumers and advertisers.

At the same time, the Group introduced several new publications. Lianhe Zaobao launched ZbBz, a monthly news magazine for the bilingual elites. Berita Harian started two weekly supplements for primary and secondary school students, called Gen G and i3 respectively.

SPH Magazines’ luxury publication, The Peak, launched The Peak Selections: Gourmet & Travel featuring fine dining and gourmet travel, while ICON magazine extended the success of its brand with the inaugural issue of ICON Weddings. The Business Times also introduced a new bi-monthly magazine, The SME Magazine, featuring the latest news and developments on small and medium enterprises.

Several of our existing products were revamped and rejuvenated. These included the bilingual freesheet, My Paper, which changed its look and content to bring not just the best of both English and Chinese news coverage but also business and lifestyle content. Tamil Murasu, which celebrated its 75th anniversary this year, unveiled a bold new look. SPH’s magazines like HardwareMAG Singapore and Simply Her also underwent revamps.

Singapore Press Holdings 19 ANNUAL REPORT 2010 •••• CHAIRMAN’S STATEMENT

Our print business has extended to book its online offerings, SPH Magazines acquired a publishing with our subsidiary, Straits Times stake in Antarctica Interactive Private Limited, the Press. Among the books published in the holding company of the Luxury Insider Group. Its year was Page 2 Primer, a compilation of products include online publications like Luxury- commentaries published in page 2 of The Straits Insider.com and Inluxe.cn, as well as the luxury Times, aimed at schools. Another was Eureka!, print magazine Baccarat Magazine in Hong Kong. a collaboration with The Straits Times’ Little Red Dot magazine, aimed at inspiring young children Growing Adjacent Businesses with life stories of history’s greatest inventors Our property segment had a successful year. Our and innovators. condominium project development, Sky@eleven, obtained its Temporary Occupation Permit (TOP) To demonstrate our commitment to our core in May. The project has enabled the Group to print business, we launched a $45 million project record a profit of $475 million over the past four to upgrade and rejuvenate our printing assets in years. Paragon also completed its renovation April this year. In September, we introduced a new works, greeting its shoppers with an elegant software system for our Classifieds business to facade and new retail stores. SPH also added raise productivity and serve our advertisers better. another mall to our portfolio - The Clementi Mall, which will be operational next year. Capturing Digital Audiences At SPH, we aim to embrace new media and SPH MediaBoxOffice continued to expand its synergise it with our existing traditional media. reach with new Digital Out-of-Home advertising The popularity of smart phones and e-gadgets solutions at 313@Somerset along Orchard Road. has given rise to new business opportunities. This included a large-façade LED screen and an in-mall video wall, the very first in its inventory of We launched new iPhone applications for digital screens and one of the largest found in a several of our products, from The Straits Times, shopping mall here. SoShiok.com and omy.sg to HardwareZone.com, The New Paper and Paragon. These applications Sphere Exhibits, barely a year after its proved popular with our readers and are among incorporation, expanded into outdoor lifestyle the most downloaded apps on the local Apple events with Asia on the Edge 2009 held at the app store. Similar versions have also been Arts House last September. Next year, it will adopted for the iPad. We remain poised to seize make its foray into trade events with the launch of new opportunities which come our way. BuildTechAsia 2011 and InterDecAsia 2011.

Our portals had spearheaded new products to To demonstrate our resolve to be a key player stay ahead of the game. Zaobao.com launched a in the events industry, SPH acquired BizLink literary website with Shanda Literature Singapore, Exhibition Services Pte Ltd, and hosted its allowing readers free access into a world of online signature event, the Singapore Gifts & Premiums Chinese literature. AsiaOne, The Straits Times Fair, in July. Sphere will now also host exhibitions RazorTV and Stomp brought online games to our like COMEX, IT Show, World Food Fair, and Food users. To serve users better, ST701 improved its and Beverage Fair. job and shopping spree sites, while ShareInvestor revamped its financial portal. Giving Back to Society As we forge ahead to achieve organisational and The SPH Magazines’ corporate website and business excellence, we have not ignored our role Herworld.com re-launched to promote greater as a corporate citizen. In addition to collecting interactivity with their audiences. To strengthen funds from the public, the Group in the Financial

20 Singapore Press Holdings GROWING with the Times •••• Year 2009/2010 donated from its own funds We will continue to share the fruits of our more than $6 million to support various innovative enterprise with our staff through bonuses and activities. Besides giving to the less fortunate increments. and promoting the arts, SPH also contributed to sports, conservation and wildlife conservation To reward our loyal shareholders, the Board has efforts. We also launched a new initiative to set up recommended a final dividend of 20 cents per a Staff Volunteers Club to promote volunteerism share, comprising a normal dividend of 9 cents among our employees. and a special dividend of 11 cents. Including the interim dividend of 7 cents, the total dividend For our contributions to charity, both SPH and payout for the year will be 27 cents per share. the SPH Foundation were honoured with a Corporate Platinum Award by the Community New SPH Director Chest. And for being a steadfast supporter of I would like to take this opportunity to welcome the arts and culture, SPH was awarded the our new board member, Ms Chong Siak Ching, Distinguished Patron of the Arts Award by the who is the President and Chief Executive Officer National Arts Council - for the 18th consecutive of Ascendas Pte Ltd and Deputy Chairman of year - and a Partner of Heritage by the National Spring Singapore. With her experience and Heritage Board. qualifications, Ms Chong is eminently qualified to contribute to the Board and the Company’s Awards and Accolades growth. As a result of our commitment to excellence, we clinched numerous accolades this year. Looking Ahead These included prestigious awards at the WAN- SPH will continue to invest in the best talents and IFRA Asia Media Awards, MPAS Magazine infrastructure to enhance our core business. We Awards, Magnum Opus Awards, Asia Interactive will leverage on the synergies among our various Awards and PANPA Advertising Awards. products to deliver value to all our stakeholders.

At the same time, our efforts to uphold strong On behalf of the Board, I thank our management, corporate governance were recognised when staff, unions, business associates, customers, we were ranked fifth in this year’s Governance readers, investors and all other SPH stakeholders and Transparency Index, a big improvement from for their support this past year. I look forward to last year. We also won the Securities Investors their continued support in the years ahead. Association’s Most Transparent Company award in the Non-Electronics Manufacturing category for the ninth year. Going forward, we remain firmly committed to maintaining corporate transparency and enhancing shareholder value.

A Special Word of Thanks I wish to express my heartfelt gratitude to our management, staff and unions for staying united and committed to the Company during the recent difficult times. They made a lot of sacrifices, including taking a pay cut. The Company has recognised this sacrifice by progressively restoring Dr Tony Tan Keng Yam salaries in full and making ex-gratia payments. Chairman

Singapore Press Holdings 21 ANNUAL REPORT 2010 •••• BOARD OF DIRECTORS

Tony Tan Keng Yam Cham Tao Soon

Dr Tony Tan Keng Yam University of Singapore, an Asia Prof Cham holds a Bachelor of Foundation scholar with a Master Engineering (Civil, Honours) from Dr Tan, Chairman, joined the SPH of Science (Operations Research) the University of Malaya, a Bachelor Board as a director on 5 September from the Massachusetts Institute of of Science (Mathematics, Honours) 2005. He is the Deputy Chairman and Technology, and a Research Scholar from the University of London and Executive Director of the Government with a PhD in Applied Mathematics a Doctorate of Philosophy (Fluid of Singapore Investment Corporation from the University of Adelaide. He Mechanics) from Cambridge University. Pte Ltd. He serves as the Chairman was a lecturer in Mathematics in of the National Research Foundation, the University of Singapore before Deputy Chairman of the Research, joining the Oversea-Chinese Banking Mr Alan Chan Heng Loon Innovation and Enterprise Council, and Corporation in 1969. Chairman of the Ministry of Education’s Mr Alan Chan Heng Loon was first International Academic Advisory appointed Group President of SPH on Panel. He is also the Chairman of Prof Cham Tao Soon 1 July 2002, before he was appointed Singapore Press Holdings Foundation Chief Executive Officer in 2003. Mr Limited as well as patron and advisor Prof Cham was appointed Deputy Chan is responsible for managing the to several other civic and charitable Chairman of SPH on 1 March 2004. group’s portfolio of business which organisations. He has spent more than 30 years in includes print, broadcasting, Internet, the academia sector and currently is outdoor advertising, telephony and Dr Tan was the Deputy Prime Minister the Chancellor and Chairman of SIM properties. and Co-ordinating Minister for Security University. & Defence before he stepped down Mr Chan is currently on the boards from the Cabinet on 1 September Prof Cham is also the Chairman of of Singapore Press Holdings Ltd and 2005. He has helmed the Finance, NSL Ltd and MFS Technology Ltd, its subsidiaries, Singapore Power Pte Trade & Industry, Education and a director of Ltd and its subsidiaries, MediaCorp Defence ministries. He stepped down Ltd, Far Eastern Bank Limited, WBL TV Pte Ltd, MediaCorp Press Pte Ltd from the Cabinet in 1991 to return to Corporation Ltd and Soup Restaurant and OpenNet Pte Ltd. He is also the the private sector as the Chairman and Group Ltd. Chairman of the Urban Redevelopment Chief Executive Officer of Oversea- Authority and the Corporate Governance Chinese Banking Corporation, before In addition, he serves as Chairman Council, a member of the Public Service rejoining the Cabinet in 1995. of the Singapore Symphonia Co Ltd, Commission (PSC) and a director of Singapore-China Foundation Ltd and Business China. Dr Tan is a Singapore Government Nanyang Fine Arts Foundation Ltd. State Scholar with a First Class He is also a director of the Singapore Before joining SPH, Mr Chan was an Honours in Physics from the International Foundation. Administrative Officer in the Civil Service. He has worked in the Government for

22 Singapore Press Holdings GROWING with the Times •••• Alan Chan Heng Loon Willie Cheng Jue Hiang Chong Siak Ching

24 years and some of his previous Mr Cheng holds a Bachelor of Network India Steering Committee, appointments included Permanent Accountancy (First Class Honours) from a director of Jurong Health Services Secretary of the Ministry of Transport, the University of Singapore. He is a Pte. Ltd. and a council member of the Deputy Secretary of the Ministry fellow of the Institute of Certified Public Singapore Business Federation. Prior of Foreign Affairs, Principal Private Accountants of Singapore, the Singapore to this, Ms Chong was Deputy Chief Secretary to then Senior Minister Lee Institute of Directors and the Singapore Executive Officer of JTC Corporation Kuan Yew and Director of Manpower, Computer Society. from 2000 to 2001. From 2004 to Ministry of Defence. 2009, Ms Chong was a member of the APEC Business Advisory Council Mr Chan holds a Diplome d’Ingenieur Ms Chong Siak Ching (“ABAC”). In addition to her normal from the Ecole Nationale de l’Aviation ABAC duties, she was appointed as Civile, France and MBA (with Ms Chong was appointed as a director Chair of the APEC CEO Summit 2009 Distinction) from INSEAD, France. of SPH on 22 October 2010. She is the which was held in Singapore. He is a President’s Scholar and was President and Chief Executive Officer Ms Chong has also served as a Board conferred the Public Administration of Ascendas Pte. Ltd. and also sits on member of the Singapore Tourism Medal (Gold and Silver) for his the Boards of Ascendas Pte Ltd and its Board from 2005 to 2009. contributions to the public service. subsidiaries. Ascendas specializes in In 2009, Mr Chan was selected by developing, managing and marketing Ms Chong, a licensed valuer, INSEAD as “one of 50 Alumni who IT, science, business, industrial & graduated from The National University changed the world”. logistics parks, hi-tech facilities, office of Singapore (“NUS”) with an Honours and retail space with a presence in Degree in Estate Management and 10 countries across Asia including was awarded a Gold Medal by the Mr Willie Cheng Jue Hiang Singapore, China, India and Korea. Singapore Institute of Surveyors and Ms Chong was recognised as the Valuers. She also has a Masters in Mr Cheng was appointed a director ‘Outstanding CEO of the Year’ in the Business Administration from NUS of SPH on 1 March 2004. He is also a Singapore Business Awards 2009 for and has completed the Advance director of United Overseas Bank Ltd, her steadfast leadership and dynamism Management Program at Harvard NTUC Fairprice Co-operative Ltd and in establishing Ascendas as Asia’s Business School. She has been NTUC Fairprice Foundation Ltd. leading provider of business space conferred with a Distinguished Alumni across Asia. Award by NUS in the Faculty of He is the Chairman of the Lien Centre for Architecture and Building Management Social Innovation and Caritas Singapore Ms Chong holds several external in 1999. In 2009, she was again Community Council, and serves on the appointments which include Deputy conferred with a NUS Distinguished boards and councils of several civic and Chairman of Singapore Standards, Alumni Service Award in recognition charitable organisations. Productivity and Innovation Board of her unwavering commitment and (SPRING), Chairman of IE Singapore’s service to her alma mater.

Singapore Press Holdings 23 ANNUAL REPORT 2010 •••• BOARD OF DIRECTORS

Ng Ser Miang Ngiam Tong Dow Sum Soon Lim

Mr Ng Ser Miang Mr Ngiam Tong Dow Mr Sum Soon Lim

Mr Ng joined the SPH Board on Mr Ngiam was appointed to the Board Mr Sum was appointed to the Board 1 August 2007. He is the Chairman on 15 March 2001. He is a director of on 5 December 2003. He is currently of TIBS International Pte Ltd, NTUC United Overseas Bank Ltd, Far Eastern also the Chairman of SPH’s wholly- Choice Homes Co-operative Limited, Bank Ltd, Yeo Hiap Seng Ltd and owned subsidiary, Times Development NTUC Fairprice Co-operative Limited International Medical Insurers Pte Ltd. Pte Ltd. and WBL Corporation Ltd, and is also a director of Yanlord Land He was formerly a director of Temasek Mr Sum sits on the boards of Group Ltd. Holdings (Pte) Ltd, Overseas Union Singapore Technologies Telemedia Bank Ltd and Ltd. Pte Ltd, STT Communications Ltd, He was a director of Biosensors Changi General Hospital Pte Ltd, and International Group Ltd, International Mr Ngiam has a distinguished several healthcare organisations in Factors (Singapore) Ltd and Transpac public service career, having served the SingHealth Services Group. He is Industrial Holdings Limited. as Chairman of the Development also Chairman and Director of Cathay Bank of Singapore Ltd, Housing & A former Nominated Member of International Holdings Ltd. Parliament, Mr Ng is also Singapore’s Development Board, Central Provident non-resident Ambassador to the Fund Board, Economic Development Mr Sum received a B.Sc. (Honours) Republic of Hungary and the Kingdom Board, Telecommunications Authority in Production Engineering from the of Norway, Vice-President of the of Singapore, and Deputy Chairman University of Nottingham, England. International Olympic Committee of the Board of Commissioners of (IOC) and a member of several IOC Currency. He was also Permanent Commissions. He was conferred the Secretary of the Prime Minister’s Office, Mr Lucien Wong Yuen Kuai Public Service Star and was named the Ministries of Finance, Trade & Outstanding Chief Executive of the Industry, National Development, and Mr Wong was appointed a director on Year 1992. Communications. 15 October 2009. He is the Managing Partner of the law firm, Allen & Gledhill Mr Ng holds a BBA (Honours) from the Mr Ngiam holds a Bachelor of Arts LLP, and has extensive experience in University of Singapore. (First Class Honours) in Economics legal practice, specialising in banking, from the University of Malaya corporate and financial services work. (Singapore) and Master of Public Administration from Harvard University. Mr Wong is currently Chairman of the Maritime and Port Authority of

24 Singapore Press Holdings GROWING with the Times •••• Lucien Wong Yuen Kuai Yeo Ning Hong Yong Pung How

Singapore and a Board Member of the of the Singapore Technologies Group Mr Yong started his legal career as Monetary Authority of Singapore. He of Companies, as well as a director a partner in Shook Lin & Bok. He is a member of the Board of Trustees of DBS Bank Ltd and DBS Group was Singapore’s Chief Justice from of National University of Singapore. Holdings Ltd. 1990 to 2006, President of the Legal He also sits on the boards of Cerebos Service Commission and the Singapore Pacific Limited, Hap Seng Plantations Dr Yeo is a Singapore State Scholar, Academy of Law and Chairman of the Holdings Berhad and Singapore with a B.Sc (First Class Honours) in Presidential Council for Minority Rights. Airlines Limited. Chemistry, an MSc from Singapore His previous appointments included University, an MA and PhD from the posts of Chairman of Malaysia- Mr Wong holds a Bachelor of Law (2nd Cambridge University, and an Honorary Singapore Airlines, Deputy Chairman Class Upper) Honours degree from the Fellow of Christ’s College, Cambridge of Malayan Banking Berhad and University of Singapore and was called University. He also has a distinguished Chairman and CEO of OCBC Bank. to the Singapore Bar in 1979. academic record, having been He headed the Government of conferred several awards and honorary Singapore Investment Corporation positions in Singapore and overseas. (GIC) as well as the Monetary Authority Dr Yeo Ning Hong of Singapore (MAS).

Dr Yeo was appointed to the Board on Mr Yong Pung How He holds a Bachelor of Arts, Bachelor 15 March 2001. He is an Advisor to of Laws and Master of Arts from Far East Organisation and a member of Mr Yong was appointed director and Cambridge University; Honorary the Keppel Technology Advisory Panel. Deputy Chairman of SPH after its Doctor of Laws, National University of He also serves on several businesses, incorporation in August 1984. Singapore and Singapore Management sports and civic organisations, He resigned at the end of June 1989 University. He is also an Honorary including as director of the Haggai when he joined the Supreme Court Bencher of the Inner Temple and AMP Institute for Advanced Leadership bench. alumnus of the Harvard Business Training. School. Following his retirement from the Dr Yeo is a former Cabinet Minister Supreme Court bench, Mr Yong Mr Yong has been conferred the and has served as Minister for re-joined SPH as a director on 1 Distinguished Service Order and the Defence, National Development and July 2007. He is a member of the Order of Temasek (First Class). Communications and Information. He Council of Presidential Advisers and was previously the Chairman of PSA the Chancellor of the Singapore Corporation Ltd, Executive Chairman Management University.

Singapore Press Holdings 25 ANNUAL REPORT 2010 •••• SENIOR MANAGEMENT

From left: Patrick Daniel, Leslie Fong Yin Leong, Robin Hu Yee Cheng, Tony Mallek

Patrick Daniel with Honours in Engineering In April 2005, he took the China-Singapore Suzhou Editor-in-Chief, English & Sciences and Economics. over as Head of Marketing Industrial Park and later as Malay Newspapers He also has a Masters Division and was promoted Counsellor (Industry and in Public Administration to Senior Executive Vice- Investment) to the Singapore Mr Daniel was appointed from the Kennedy School President, Marketing in Embassy in Beijing, before Editor-in-Chief of the English of Government, Harvard January 2008. venturing into the then & Malay Newspapers University. burgeoning dotcom industry. Division of SPH in January Mr Fong also holds 2007. Prior to this, he was Leslie Fong Yin Leong chairman positions in Mr Hu is Chairman of Sphere Managing Editor of the Senior Executive Vice- SPH MediaBoxOffice Exhibits Pte Ltd, the event division from September President, Marketing Pte Ltd, New Beginnings and exhibition arm of SPH 2002 and Editor of The Management Consulting and Blu Inc Media (HK) Business Times from May Mr Fong went to Trafalgar (Shanghai) Company Ltd, Limited in addition to Deputy 1992. He joined the media in Primary School and then 701Sou (Hong Kong) Chairman of SPH Magazines October 1986 after a stint in Raffles Institution. After Pte Ltd, 701Sou (Beijing) Pte Ltd. the Singapore Government’s obtaining his Higher Information Technology Co Administrative Service where School Certificate, family Ltd and 701Panduan Sdn Mr Hu serves as Chairman his last position was Director circumstances made it Bhd. of the Singapore Chinese in the Ministry of Trade and necessary for him to start Orchestra, Chairman of the Industry. working life. Robin Hu Yee Cheng Singapore Centre for Chinese Senior Executive Vice- Language and is a trustee Mr Daniel is a director of He joined The Straits Times President, Chinese to the Chinese Development Tamil Murasu Ltd and SPH in August 1969 and has Newspapers Assistance Council. He is a Magazines, and also chairs stayed with the company & Newspaper Services member of the Civil Service three SPH subsidiaries ever since. Between College Board of Directors - SPH UnionWorks, 1983 and 1986, he was Mr Hu began his career at and serves on the Board of Straits Times Press, and seconded to Shin Min Daily the then National Computer Governors of Hwa Chong ShareInvestor.com Holdings. News, where he became its Board and later worked for Institution. He is a member of the de-facto Chief Editor. He the Economic Development Corporate Governance became Editor of The Straits Board as its Regional Mr Hu received his Bachelor Council, and serves on Times in 1987 at the age Director for China. Prior of Science (Honours) in the boards of Esplanade of 37. to joining SPH, Mr Hu was Mathematics from the Pte Ltd, the Institute of Managing Director (Global University of Kent at Southeast Asian Studies He handed over editorship Business) at ’s Canterbury and a Master of and the new Singapore to Mr Han Fook Kwang National Computer Systems Science in Computer Science University for Technology in September 2002 and Ltd. from the University of Wales, and Design. became Editor-at-Large with United Kingdom. special responsibilities for Between 1995 and 2001, Mr Daniel graduated from China. Mr Hu worked in China University College, Oxford in during the start-up phase of 1976 with a Bachelor of Arts

26 Singapore Press Holdings GROWING with the Times •••• From left: Han Fook Kwang, Lim Jim Koon, Ginney Lim May Ling, Low Huan Ping

Tony Mallek Government’s Administrative Mr Lim holds a Bachelor of She was called to the Chief Financial Officer Service. He was made Arts (Honours) in Government Singapore Bar in 1985 and Political Editor in January & Public Administration holds a Bachelor of Law Mr Mallek joined SPH as 1995, in charge of political from Nanyang University, (Honours) Degree from Senior Vice-President, coverage in The Straits Singapore. He is an advisor to the National University Finance in June 2003. Prior Times. the Center for World Chinese of Singapore. She is a to this, he was General Media Studies, Peking Fellow in both the Institute Manager, Finance for Intraco He graduated from the University and an adjunct of Chartered Secretaries Ltd. Originally from Hong University of Leeds in professor of SIM University or & Administrators and Kong, he started his career Mechanical Engineering on a UniSIM. the Chartered Insurance Institute. in 1978 in the UK and has Colombo Plan Scholarship. been with various U.S. He also holds a Masters in Ginney Lim May Ling Low Huan Ping multinationals until 1991 Public Administration from General Counsel, Executive Executive Vice-President, when he was posted to Vice-President, Corporate Harvard University. Information Technology Singapore. Communications & Group Company Secretary Mr Han is a member of Mr Low is the Executive His Singapore experience the National University Vice-President, Technology. Ms Lim is the Group has mainly been in the of Singapore Board of He has been with the Group Company Secretary and healthcare industry, including Trustees. He was awarded for 23 years. Mr Low is also General Counsel in SPH. She general manager positions the Pingat Bakti Masyarakat a director of MobileOne oversees the legal, corporate in finance and business (The Public Service Medal) in Ltd and iFast Corporation secretarial, insurances and development for Parkway August 2000. Pte Ltd. corporate communications Holdings Ltd. functions in the Group. She Mr Low started his career Lim Jim Koon is also the General Manager Mr Mallek holds a Bachelor at the Ministry of Defence, Editor, Lianhe Zaobao of Singapore Press Holdings where he subsequently of Technology (Honours) in Foundation Limited, an headed various IT Operations Management Mr Lim has been a journalist Institution of Public Character departments. from Bradford University and for 34 years. He took over established in 2003. is a Fellow of the Chartered the helm of Lianhe Zaobao Mr Low holds a Bachelor of Institute of Management in December 1993 and has She founded the Secretariat/ Arts (Honours) and Master Accountants. been its Editor since January Legal Division in SPH when of Arts from Cambridge she joined in December 1995. University, where he read 1991. She also sits on Han Fook Kwang Engineering and a Master of several steering and senior Editor, The Straits Times As the person responsible Science from the University management committees for the overall running of of Singapore. He also and is a director in some of Mr Han was appointed the SPH flagship Chinese- graduated from Harvard the subsidiaries in the SPH Editor of The Straits Times in language paper, he also Business School’s Advanced Group. Prior to that, Ms September 2002. oversees zaobao.com, the Management Program. Lim was heading the Legal online edition of Lianhe & Secretariat and Public He joined The Straits Times Zaobao which ranks among Relations departments in in February 1989 after the top Chinese news NTUC Income. a stint in the Singapore websites in the world.

Singapore Press Holdings 27 ANNUAL REPORT 2010 •••• SENIOR MANAGEMENT

From left: Mable Chan Kam Man, Chua Wee Phong, Anthony Cheng Ngai Man, Deborah Lee Siew Yin

Mable Chan Kam Man Prior to joining SPH, In 1989, he oversaw the Deborah Lee Siew Yin Executive Vice-President, Mr Chua served in the complete relocation of Executive Vice-President, Human Resources Singapore Armed Forces printing presses out of old Corporate Development (SAF) for a period of 13 Times House premises to Ms Chan has been with SPH years. He was promoted the Jurong plant. Since Ms Lee joined SPH as since 1997. Before taking to the rank of Colonel then, he has project- Executive Vice-President, over as Head of Human in 2005 and is currently managed another 4 GOSS Corporate Development in Resources Division in June the commanding officer Colorliner (1996), 4 KBA April 2007. Prior to joining SPH, she was a consultant, 2006, she was Senior Vice- of a reserve brigade. He Commander (2002) and specialising in corporate President, Customer Service was awarded the Public manroland UNISET (2008) in the company’s stable of development work and Department, Marketing Administration Medal printing presses. In between, mergers and acquisitions. Division. (Bronze)(Military) in August he helmed various sections 2007. in Production, overseeing Before her consultancy Prior to joining SPH, Ms Operations, Engineering, work, Ms Lee was Chan was the Executive Mr Chua graduated from Process & QC. Senior Vice-President, Director of the Marketing the National University of Business Development Institute of Singapore. Singapore with a Bachelor of Mr Cheng graduated from at the Wuthelam Arts (Honours) in Sociology Maktab Teknik (fore-runner Group, overseeing the She holds a Bachelor of on an SAF scholarship. of Universiti Technologi establishment of the Applied Science degree from Malaysia) in Electrical industrial electronics the South Australian Institute Anthony Cheng Ngai Man Engineering on a Shell business, real estate of Technology and a Masters Executive Vice-President, Scholarship. He also holds business development and in Business Administration Production, Newspaper a Post-Graduate Diploma private equity investment for from the National University Services (Distinction) in Publishing the Group in the region. of Singapore. and Printing from London Mr Cheng was appointed College of Printing, UK Ms Lee started her Chua Wee Phong Head of Production in Nov and a Master of Business career as an auditor with Executive Vice-President, 2008. He started his career Administration from Pricewaterhouse and Circulation, Newspaper in the company installing University of Strathclyde, subsequently joined Hewlett Services the first printing press at the UK. Packard, holding various company’s mega printing management positions over site in Jurong Industrial Mr Chua has been with Mr Cheng is a member a period of 11 years. Estate in 1982, now known SPH for 16 years. He joined of WAN-IFRA’s Technical as Print Centre. Group, Production and She holds a Bachelor of Circulation in May 1994 and a Technical Advisor to Accountancy (Honours) and was appointed head of the El Mercurio, Chile’s top a Master in Applied Finance department in May 2005. newspaper group. from the National University He is currently the Executive of Singapore. She is a CFA Director of Sphere Exhibits charterholder. Pte Ltd.

28 Singapore Press Holdings GROWING with the Times •••• From left: Seow Choke Meng, Sng Ngoi May, Loh Yew Seng, Quek Khin Geok

Seow Choke Meng Sng Ngoi May of Executive Vice-President (Second Class, Upper) from Executive Vice-President, Executive Director, responsible for the Group’s Nanyang Technological Administration and Times Orchard 290 Ltd Properties, Administration, University and has been a Properties cum Cultural Information Resource CFA charterholder since Industry Promotion, Chinese Mrs Sng is the Executive Centre, Legal/Secretariat 1999. Newspapers Director of Orchard 290 Ltd, and Corporate Relations a wholly owned subsidiary functions. Prior to SPH, Quek Khin Geok Mr Seow has been with the of the SPH Group that owns she was in the Government Vice-President, newspaper group for the last and manages Paragon Administrative Service and Internal Audit 30 years after spending 5 Shopping Centre and worked in Ministries of years in the airline industry. Paragon Medical/Office Health, Finance and Home Ms Quek holds a Bachelor Towers. Affairs. Mrs Sng holds a of Accountancy degree from He has held various Master of Science from the the University of Singapore positions, among which She was involved in the University of Singapore. and had previously worked were as General Manager, purchase of the property by in Pricewaterhouse & Co, Human Resource SPH in 1997 and continued Loh Yew Seng Hong Leong Finance Ltd, Operations and General to oversee Paragon’s Chief Executive Officer, Overseas Union Bank Ltd Manager, Circulation cum retrofitting, the extension SPH Magazines Pte Ltd and United Engineers Ltd. General Manager of Chinese of the Paragon with the She headed the internal Newspapers’ Editorial merger of the Promenade Mr Loh was appointed audit function at United Services Department. site and the overall centre Chief Executive Officer of Engineers Ltd for more than management. SPH Magazines Pte Ltd three years prior to joining Mr Seow is currently in June 2006. He joined the SPH Group. Executive Vice-President Mrs Sng was also involved SPH in July 2001 and was of Administration, Times in the recent acquisition of Vice-President of Finance Apart from more than Properties and Cultural The Clementi Mall, a joint and Chief Financial Officer 20 years of experience in Industry Promotion of venture involving SPH, for the magazines business internal audit, Ms Quek has Chinese Newspapers. He is NTUC FairPrice and NTUC group before his current been involved in external also the Executive Director Income. She will oversee appointment. audit, credit marketing of Times Development Pte the retrofitting and centre and operations, and retail Ltd. Apart from serving in management of the mall, Mr Loh began his career in banking. grassroots organisations, which is targeted to open 1994 with Arthur Andersen he is also a member of in the first half of 2011. and held notable corporate A Certified Fraud Examiner, the National Arts Council Concurrently, she holds the finance and financial Ms Quek is a member of the and the Promote Mandarin Chairman position of the analyst positions in Banque Institute of Internal Auditors Council. Orchard Road Business International à Luxembourg, and a Fellow of three Association. Van der Horst Limited and professional bodies: The Mr Seow graduated from Visa International. Institute of Certified Public the University of Singapore Between 1983 and 2005, Accountants of Singapore with a Bachelor of Science Mrs Sng was with SPH He holds a Bachelor of (ICPAS), CPA Australia and (Honours) degree. and last held the position Accountancy, Honours ACCA.

Singapore Press Holdings 29 ANNUAL REPORT 2010 •••• CEO’S OVERVIEW OF GROUP OPERATIONS

In tandem with the recovery in the Singapore economy, SPH rebounded strongly in FY 2010 with strong growth in advertisement sales.

The Group’s revenue from the Newspaper and Magazine segment rose to $974 million, up 9.2 per cent from the previous year. This was achieved in the face of keen competition from digital and other media and the global trend of declining newspaper circulation and advertising revenue.

Our property segment also did well, bringing in revenue of $356 million from the final contributions from our Sky@eleven condominium project, as well as higher rental income from our Paragon shopping mall.

The result was that SPH achieved a record high operating profit of $539 million. Our net profit attributable to shareholders of $498 million was 18 per cent higher than that of FY 2009. Newspapers Media Index, the paper registered the The Group’s English-language flagship, biggest jump in readership among The Straits Times, had a banner year, all local newspapers, with a 50 per accounting for the major part of the cent year-on-year increase. tabla!, the growth in advertising revenue. The English free weekly, moved into its Chinese-language flagship, Lianhe second year with strong support from Zaobao, also fared well, as did the the growing Indian community. Group’s other papers. The newsrooms were abuzz with many SPH showcased the power and new initiatives in the past year. Lianhe effectiveness of print advertising by Zaobao launched ZbBz, a bilingual launching several pioneer marketing “newsgazine”, in October 2009. projects in The Straits Times. State- Combining the qualities of newspaper of-the-art print advertising included journalism with the sophistication of the use of translucent “cover wrap” magazine design, the luxury lifestyle advertisements and 3-D technology. magazine targets the country’s bilingual Both initiatives won accolades from elites. Another Chinese magazine, advertisers as well as professional Health No.1, made its debut in bodies such as the International November 2009. Newsmedia Marketing Association (INMA) and the World Association of The New Paper started the year with Newspapers and News Publishers a new editor - Dominic Nathan, former (WAN-IFRA). News Editor of The Straits Times. The tabloid newspaper’s signature event, On the circulation front, the Group’s The New Paper Big Walk, returned in newspapers turned in a commendable July this year to attract over 20,000 performance, especially considering participants with Prime Minister Lee the severe recession and competition Hsien Loong as the Guest-of-Honour. from new media. As at August 2010, In August, it opened a sports bar at the total daily average circulation was St James Power Station to connect 1,002,823 copies, a decline of 1.8 per with its readers and provide perks for cent from the previous year. subscribers who joined the TNP Club.

The Straits Times and Lianhe Zaobao The Business Times remained the held their ground with circulation paper of choice for businessmen and staying above 365,800 and 172,100 continued to champion excellence in copies respectively. Shin Min Daily the business fraternity with its awards News continued to enjoy robust programmes. The Business Times was circulation growth of 3.6 per cent to also commissioned by IE Singapore 141,400 copies. It recorded an all-time and SPRING Singapore to produce high of 190,368 copies on 22 July the bi-monthly, The SME Magazine, for 2010. The Business Times and Tamil small and medium-sized businesses. Murasu also performed well, with 37,500 and 14,800 copies respectively. Berita Minggu was revamped in March 2010 while Tamil Murasu celebrated its My Paper, the Group’s free bilingual 75th anniversary with a new look and paper, underwent a major makeover to content. give bilingual readers the best of both worlds. According to the 2009 Nielsen

Singapore Press Holdings 31 ANNUAL REPORT 2010 •••• CEO’S OVERVIEW OF GROUP OPERATIONS

Magazines SPH Magazines continued its growth to become the region’s premier magazine publisher. According to the Nielsen Media Index 2009, and Men’s Health retained their top positions in the women’s and men’s magazine categories respectively. Young Parents topped the parenting magazine category while Home & Décor remained number one in the interior design category.

Her World, our flagship magazine title, celebrated its 50th anniversary with a series of promotion events, including a travelling glasshouse which sold limited edition anniversary tee-shirts and eco-friendly bags. Major events such as Her World Woman of the Year 2010 and Her World Golf Challenge Asian Series further reinforced the title’s leading position in the market.

Other major events to promote our titles included Shape Run 2010, which attracted a record 10,000 women participants, the Female & Nuyou Catwalk as a highlight of Fashion Season@ Orchard, and the inaugural Men’s Health Urbanathlon, an endurance race for men. Newspaper Services SPH continued to invest in our core print To keep in constant touch with its stakeholders, business. In April this year, we upgraded our SPH Magazines rejuvenated its corporate system of film-based plate-making to a digitised website with user-friendly features and content computer-to-plate system. In August, two of our like blogs and campaign showcases. four Colorliner presses were upgraded with new printing couples and press control systems. Several products also underwent revamps. The New Paper was the first product to benefit Simply Her unveiled its new look in August from the new technology, increasing its colour 2010, sporting a new masthead and layout. It capacity to 80 pages, which was timely for a also added new sections and columns to attract more colourful coverage of the 2010 World Cup. more readers. HardwareMAG Singapore was revamped in December 2009, featuring bolder As a result of our commitment to excellence, styles, eye-catching images and more vibrant The Straits Times, Lianhe Zaobao and Berita colours. This was followed by the redesign of Harian earned international recognition for their Herworld.com, offering new interactive features print quality by qualifying for the International and fresh content. Newspaper Colour Quality Club for the fourth consecutive year. SPH Magazines also expanded its range of titles with the launch of ICON Weddings and The Peak On the retail front, the Group’s Buzz Pod Selections: Gourmet & Travel, an extension of franchise – which represents a new generation ICON and The Peak respectively. of newsstands - expanded to 55 outlets. It also secured the rights to operate in all major bus interchanges in Singapore for another three years.

32 Singapore Press Holdings GROWING with the Times •••• New Media site so that readers can access a huge The Group’s new media products archive of Chinese literature online. successfully increased their presence The AsiaOne Network extended to and reach in the past financial year. include regional newspaper websites The Straits Times Breaking News with the new ANN TVC Network, SPH site crossed the 30 million mark in Magazines’ clickTRUE also started monthly page views, while our AsiaOne socialTRUE to provide solutions to network now attracts 2.1 million unique businesses that are interested in the browsers monthly. Zaobao.com has an use of social media technologies as average of 4 million unique visitors and part of their overall marketing strategy. 100 million monthly page views. omy.sg, Singapore’s first bilingual news ShareInvestor, the leading Internet and interactive portal, saw a rapid financial media and technology growth in traffic with a record 15 million company acquired by SPH in 2008, page views in March 2010. grew from strength to strength. It revamped its website in July 2010 to Seven of AsiaOne’s verticals were broaden its range of services for online ranked among Hitwise’s Top 10 users. It also organised several events rankings in their respective categories. in Singapore and Malaysia. These AsiaOne’s SoShiok.com and included Malaysia Gems, the first health.asiaone.com maintained cross border seminar held in Singapore their top spots, while AsiaOne.com, in 2010, as well as INVESTOR Expo Zaobao.com, ST701.com and Stomp 2010 in Kuala Lumpur. ShareInvestor were first in their respective categories. also partnered The Business Times for the INVEST Fair 2010 Conference and In line with SPH’s commitment to Exhibition at the Marina Bay Sands. develop our new media products, improvements were made to the ST701 Jobs vertical for both employers and job seekers. This was followed by the launch of the new ST701 Spree site, making it more convenient for users to make cheaper collective purchases from more than 1,000 merchants worldwide.

SPH’s online products also made their debut into smart-mobile platforms with the launch of iPhone applications such as The New Paper Football Kaki, SoShiok.com, omy.sg and HardwareZone.com. Similar versions were adopted for the iPad. Android applications were developed for straitstimes.com as well.

To better serve advertisers and users, some of our online products entered into strategic partnerships with leading players. Zaobao.com signed an agreement with Shanda Literature Singapore to launch a Chinese literary

Singapore Press Holdings 33 ANNUAL REPORT 2010 •••• CEO’S OVERVIEW OF GROUP OPERATIONS

Radio SPH UnionWorks’ Chinese station Radio 100.3 was invited to join a new global alliance, the Global Chinese Golden Chart, with other top radio stations in the region. The alliance enabled the station to collaborate with record labels in the region to actively promote Chinese pop music and share music resources and content. The station’s active promotion of Korean pop music also helped it to win the “Official Radio Station” title for the Sundown Festival, a major K-pop event which was held at Resorts World Sentosa.

Our English station 91.3FM saw a surge of 87,000 new listeners, according to the Nielsen Radio Diary 2010 Wave 1 Survey. Deejay Rod Monteiro and the Married Men’s morning show enjoyed a 64 per cent increase in listeners. The station’s “Must Drink Friday”, an event to promote Properties bonding between listeners and deejays at the SPH’s property segment continued to hottest clubs in Singapore, was well received. deliver good returns. Sky@eleven, our luxury 91.3FM’s website enjoyed a 50 per cent increase condominium development, obtained its in page views, while its Facebook page saw Temporary Occupation Permit (TOP) in May this visitorship rise 100 per cent. year. The final contribution from the project, as well as the strong rental income from Paragon, Listeners are now able to tune in to 91.3FM strengthened the performance of the Group. and Radio 100.3 online through their respective websites at www.radio913.com and Following the $82 million renovation to update www.radio1003.com, as well as on other its facade and increase commercial space in SPH-owned websites such as razor.tv, stomp. 2008/2009, Paragon now houses top international com.sg, AsiaOne.com and straitstimes.com. brands such as Tod’s, Prada, Miu Miu, Salvatore Ferragamo and Gucci. It continues to enjoy 100 Book publishing per cent occupancy for its retail and office space, SPH’s book publishing arm, Straits Times Press, and recently embarked on a refurbishment project launched a further nine children’s fiction titles. to refresh its interiors. They were published as part of the First-Time Writers and Illustrators Publishing Initiative SPH entered a joint venture with NTUC Income 2009 by the Media Development Authority and and NTUC FairPrice to purchase and manage the National Book Development Council of the retail mall at Clementi Town Centre following Singapore. a successful tender in November 2009. The Clementi Mall is scheduled to open in January In addition, Straits Times Press produced 2011, with Fairprice Finest, Foodfare and National several commemorative publications, notably the Library Board as its anchor tenants. Singapore Public Service Division’s anniversary book, Pioneers Once More, and Three Burgess Outdoor Advertising for the Republic of Singapore Yacht Club. It also It was a fruitful year for SPH MediaBoxOffice published several books for the Group, including (SPHMBO), which increased the number of large Page 2 Primer, a compilation of The Straits outdoor LED screens from five to eight. The latest Times commentaries, and Eureka!, a children’s outdoor LED screen is located at 313@Somerset book in collaboration with The Straits Times’ mall on Orchard Road, with two others at CityVibe Little Red Dot. mall in Clementi.

34 Singapore Press Holdings GROWING with the Times •••• SPHMBO currently owns and operates more Business Outlook than one-third of the total number of large Our print advertisement revenue will continue to outdoor LED advertising screens in Singapore. track the Singapore economy’s performance. We It consolidated its leading position in the Digital will continue to monitor and manage operating Out-of-Home (OOH) advertising space by efficiencies in our core newspaper business so as expanding its network of screens in retail malls. to be able to deliver a sustained performance. The The new additions were in Far East Plaza and six Group remains committed to devote resources to malls under the AsiaMalls group, including Liang develop our digital and interactive media business. Court, Tampines One and Tiong Bahru Plaza. Our commendable performance in the financial On the events front, SPHMBO was appointed year ended August 2010 would not have been by Singapore Retailers Association and the possible without the dedication and commitment Singapore Tourism Board as the organiser of the of our staff at all levels. We also owe our Great Singapore Sale Challenge 2010. It was success to other stakeholders like our readers, appointed by URA to organise the Big Carnival@ customers, advertisers, vendors, business Marina Bay, an event to launch the Marina partners and the unions. Bay precinct. Other major events managed by SPHMBO included Fashion Season@Orchard The future of the media business is going to get and the annual Health & You exhibition, which more exciting with technological advances and attracted over 100,000 visitors. changing media consumption habits. SPH will strive to turn challenges into opportunities. I am certain Events and Exhibitions that, with our inherent strengths as a content Since its incorporation in April 2008, Sphere provider, we will maintain our leadership position in Exhibits, SPH’s events and exhibitions arm, has the media business for more years to come. organised a total of 15 exhibitions, attracting over 500 exhibitors with more than 1 million visitors. It expanded its portfolio with the acquisition of Eastern Directories’ popular consumer shows - COMEX, IT Show, World Food Fair and Food and Beverage Fair. Chan Heng Loon, Alan In addition, Sphere has organised roadshows Chief Executive Officer and ventured into partnerships to create fun and entertaining events with thematic concepts. Beerfest Asia 2010, jointly organised with Ublues in June 2010, was a huge success. This will be followed by Asian Masters, an event on gourmet food, culture and lifestyle in January 2011, jointly organised with Poulose Associates.

SPH also extended its presence into the trade show arena through its acquisition of BizLink Exhibition Services in June 2010. BizLink Exhibition is the organiser of the annual Singapore Gifts & Premiums Fair, as well as the Franchising & Licensing Asia show, which is the most successful international franchise show in the region. Come 2011, Sphere will be launching two major trade shows – BuildTechAsia and InterDecAsia, both premier events for the building, construction, and décor and retrofitting industries respectively.

Singapore Press Holdings 35 ANNUAL REPORT 2010 •••• SIGNIFICANT EVENTS

18 September 2009 December 2009 SPH launched high-end lifestyle publication, Brand new classy look for HWM Singapore ZbBz HardwareMAG Singapore (HWM), the leading ZbBz, a monthly news magazine for bilingual consumer technology magazine by SPH elites, was launched. It has since won several Magazines, unveiled its new look in its December awards, including Best in Special Coverage 2009 issue. (Magazine Special Issue) in the WAN-IFRA 9th Asia Media Awards 2010. December 2009 Health No. 1 by SPH’s Chinese Newspapers 30 October 2009 Division SPH celebrated 25th Anniversary with Gala Health No. 1, a new Chinese magazine, is a Concert and Charity Giving collection of health-related articles written by SPH celebrated its 25th Anniversary with a gala journalists from SPH’s Chinese Newspapers concert performed by the Singapore Chinese Division. Orchestra. Together with SPH Foundation, SPH pledged a sum of $500,000 to the 3 December 2009 Community Chest. SPH MediaBoxOffice’s first in-mall video wall at 313@Somerset SPH MediaBoxOffice (SPHMBO) started offering new Digital Out-of-Home advertising solutions at 313@Somerset. This included a large facade LED screen and an in-mall video wall, the very first in SPHMBO’s inventory of digital screens and one of the largest in a shopping mall here.

25th Anniversary Gala Concert and Charity Giving

18 November 2009 “Page 2 Primer” launched by The Straits Times and Straits Times Press SPHMBO’s video wall at 313@Somerset The Straits Times and Straits Times Press jointly 27 January 2010 released “Page 2 Primer”, a book containing the The Business Times launched new best commentaries published in page 2 of The bi-monthly magazine for SMEs Straits Times. The commentaries in the book The Business Times launched a bi-monthly covered a wide range of issues - from politics, magazine, The SME Magazine, in partnership business and the economy to health and sports. with SPRING Singapore and IE Singapore to help SMEs operate more effectively and explore new 23 November 2009 markets. The best of both worlds in all-new My Paper My Paper, Singapore’s only free bilingual 31 January 2010 newspaper unveiled its new masthead, design Men’s Health Urbanathlon in Singapore and content. The revamped My Paper comes Men’s Health took endurance racing to a whole with a new tagline, “The Best of Both Worlds”. new level with the inaugural Men’s Health This tagline encapsulates not just the best of both Urbanathlon. The competition consisted of English and Chinese news coverage but also the a series of innovative urban obstacles and best of both business and lifestyle content. structures as part of its 12.5km-long course.

36 Singapore Press Holdings GROWING with the Times •••• 1 February 2010 converting the current film-based plate-making SPH’s AsiaOne Network extended to include system to a digitised computer-to-plate system. regional newspaper websites Advertisers and marketers can now reach a regional audience with the new ANN TVC Network. The ANN TVC Network is a digital advertising platform which allows advertisers to place video commercials on websites owned by Asia News Network members.

8 February 2010 Berita Harian introduced two weekly Upgrading project at Print Centre supplements for students Two weekly supplements for primary and 23 April 2010 secondary school students were launched by Her World celebrated 50 fabulous years Berita Harian. They are Gen G for primary school and honoured the first female Minister and students and i3 for secondary school students. Singapore Women’s Everest Team at Gala Dinner Her World celebrated its 50th anniversary with a black-tie gala dinner and presented the prestigious Her World Woman of the Year and Young Woman Achiever awards at the event.

Launch of Gen G and i 3

19 March 2010 Revamped Herworld.com with new interactive features, fresh content and daily Her World’s 50th Anniversary story updates Her World revamped its website, Herworld.com, 8 May 2010 on its 50th anniversary this year. The revamped Malaysia GEMS 2010 offered Singaporeans website sports highly interactive features and investment insights into Malaysia listed fresh, daily story updates. companies ShareInvestor collaborated with The Business 9 April 2010 Times and Bursa Malaysia to organise Malaysia New luxury magazine on the best in gourmet GEMS 2010. The inaugural seminar was the first and travel cross-border investor roadshow in Singapore in Luxury publication The Peak launched The Peak 2010 that showcased the investment merits of Selections: Gourmet & Travel, its third and latest Malaysia listed companies. brand extension. The new magazine aims to bring more of the finer things in life to readers, this time 12 May 2010 in the realm of fine dining and gourmet travel. The Straits Times in 3-D In an unprecedented move to engage its 1.4 13 April 2010 million readers, The Straits Times went 3-D with SPH upgraded its printing assets some of its news stories, graphics, photographs Chairman Dr Tony Tan launched the Upgrading and advertisements. It was the first English and Renewal Project at the SPH Print Centre in newspaper in the region to do this on such a big Jurong. The exercise included the replacement scale. The 3-D effects were done in-house by the of the press control systems, upgrading of creative talents in SPH. the colour capacity of the presses, as well as Singapore Press Holdings 37 ANNUAL REPORT 2010 •••• SIGNIFICANT EVENTS

May 2010 9 July 2010 TOP for SPH’s condominium development, School Pocket Money Fund turned 10 with Sky@eleven new fund-raising initiative Sky@eleven, a freehold condominium The Straits Times School Pocket Money Fund development by Times Development Pte Ltd, marked its 10th anniversary with the launch of a wholly-owned subsidiary of SPH, obtained 50,000 Help-A-Kid Coin Banks which were sold Temporary Occupation Permit (TOP) in May. at $5 each. Donors can give part or all of the money in the coin banks to charity. SPH staff 21 June 2010 were also given a coin bank each in aid of the Zaobao.com and Shanda Literature Fund. Singapore launched literary website Sky@eleven Zaobao.com, the online version of Lianhe Zaobao, 18 July 2010 signed a Strategic Collaboration Agreement with Eventful day for 20,000 participants of The Shanda Literature Singapore to launch the literary New Paper Big Walk @ Marina Bay site, books.zaobao.com. The literary site will allow Prime Minister flagged off some readers of zaobao.com to have free access into a 20,000 participants for The New Paper Big Walk world of online Chinese literature. @ Marina Bay. The participants were among the first visitors to the iconic attractions at the Marina 23 June 2010 Bay Waterfront Promenade area which was ICON WEDDINGS – extended success of officially opened by the Prime Minister. ICON brand The inaugural edition of ICON WEDDINGS, Singapore’s first-ever Chinese luxury wedding annual for the bilingual elites in Singapore and Malaysia, hit the newsstands and bookstores. ICON also celebrated its 5th anniversary this year.

5 July 2010 New improved ST701 Jobs site In line with SPH’s commitment to develop its multi-platform media products, the revamped The New Paper Big Walk ST701 Jobs site has been designed to handle a 20 July 2010 larger volume of traffic and information at a faster New corporate website for SPH Magazines speed. SPH Magazines launched its revamped corporate

website at www.sphmagazines.com.sg to 6 July 2010 foster better communication with its advertisers, Tamil Murasu marked 75th Anniversary with partners, licensees and staff. The new website free bumper issue is more robust, has more content and includes a Tamil Murasu, Singapore’s national Tamil language new blog section featuring postings on the latest daily, turned 75 on 6 July, making it one of the events and activities. oldest Tamil newspapers in the world. A bumper issue of Tamil Murasu was distributed free. 23 July 2010 Tamil Murasu also unveiled its new look at its ShareInvestor’s revamped financial portal anniversary concert in September. ShareInvestor launched its revamped financial portal www.shareinvestor.com at a public briefing for more than 120 guests comprising brokers, analysts, fund managers, advertisers and members of the retail investment community.

Tamil Murasu’s 75th Anniversary 38 Singapore Press Holdings GROWING with the Times •••• 25 July 2010 7 August 2010 Record of 10,000 women runners at Shape SPH sportsmen turned YOG Torch Bearers Run 2010 The Youth Olympic flame passed through the Shape Run 2010 concluded successfully at Nicoll SPH News Centre. Representing SPH as torch Highway with a record of 10,000 women runners. bearers were sports veterans Hamkah Afik and The event, organised by Shape Singapore, Chia Chong Boon. Both had won many medals was flagged off by Mr Teo Ser Luck, Senior at international sports events including the SEA Parliamentary Secretary, Ministry of Community Games. Development, Youth and Sports & Ministry of Transport.

Youth Olympic Flame Torch Relay

8 August 2010 The New Paper Sports Bar Shape Run St James Power Station’s Peppermint Park Sports Bar was rebranded as The New Paper 28 – 30 July 2010 Sports Bar. The move provided a venue for the New SPH subsidiary hosted 11th premier newspaper to connect with its readers, as well as trade event for gifts and premiums industry provide perks for subscribers who joined the TNP SPH hosted this year’s Singapore Gifts & Club. Premiums Fair, the signature trade event for the gifts and premiums industry through its newly- 19 August 2010 acquired subsidiary, BizLink Exhibition Services A brand new look for Simply Her Pte Ltd. Simply Her unveiled its new look with its September issue. It is now 25 per cent thicker 4 August 2010 and features a refreshed cover with a new SPH and SPH Foundation donated $400,000 masthead and a new layout which allows time- at annual charity event strapped readers easier access to stories chock- SPH and SPH Foundation donated a total of full of smart and useful solutions for every aspect $400,000 to 20 charities serving the elderly and of their lives. children and youth at the annual charity giving event. The beneficiaries were treated to 60s’ 20 August 2010 inspired food and performances. Corporate leaders and financial experts at inaugural INVEST Fair 2010 Conference Some of the region’s leading corporate leaders and experts in the financial market convened at the inaugural INVEST Fair 2010 Conference. It was jointly organised by The Business Times and ShareInvestor in conjunction with the two- day INVEST Fair Exhibition. Mrs Lim Hwee Hua, Minister, Prime Minister’s Office and Second Minister for Finance and Transport, was the Guest-of-Honour.

SPH and SPH Foundation Charity Giving

Singapore Press Holdings 39 ANNUAL REPORT 2010 •••• CORPORATE SOCIAL RESPONSIBILITY – Singapore press holdings

SPH strives to be a good corporate citizen. Be performances and snacks based on a 60s’ theme. it arts, charity, community, education, sports or It was also the first corporate event for members conservation causes, SPH’s diverse Corporate of the newly launched SPH Staff Volunteers Club, Social Responsibility (CSR) programmes have who helped serve the beneficiaries. reached out to various groups of the community and made a difference in many lives. Marking 10 years of helping children The Straits Times School Pocket Money Fund ARTS (SPMF), which marks its 10th anniversary this year, saw the highest number of beneficiaries Supporting the arts totaling 12,500. To meet its target of $5 million, SPH, a strong supporter of the arts, was it partnered OCBC Bank and NTUC FairPrice to honoured with the Distinguished Patron of the launch 50,000 Help-A-Kid Coin Banks selling at Arts award for the 18th consecutive year. SPH $5 each to the public. Last December, the annual UnionWorks’ Radio 100.3 was also given the ChildAid concert raised a record $1 million for the same award, while the SPH Foundation and SPMF and The Business Times Budding Artists omy.sg, SPH’s bilingual news and entertainment Fund. Held at the Resorts World Sentosa, it was portal, clinched the Friend of the Arts award and the integrated resort’s first public event. the Arts Supporter award respectively. Distinguished Supporting the fight against cancer Patron of the Arts The Business Times has also lent its support to SPH Magazines is the top corporate donor for the help disadvantaged children develop their artistic Children’s Cancer Foundation for the past talents through its Budding Artists Fund. two years.

Serving up a musical feast Be Yourself Day for a good cause Some of Singapore’s finest musical talents took Launched in 2001, The New Paper Be Yourself centrestage at the annual SPH Gift of Music Day is a day for students to dress creatively while (GOM) series which offered free concerts to the contributing to a good cause. It has since raised public throughout the year. Apart from offering over $1.1 million for the President’s Challenge. the usual musical genres including classical, pop and jazz by national orchestras such as the Walking for charity Singapore Symphony Orchestra and Singapore The Business Times, in support of the Dover Chinese Orchestra, this year’s series also featured Park Hospice, organised a Sunday Walk event the hugely popular Opera in the Park by the at Sentosa and a Sunflower Gala Ball at the Singapore Lyric Opera, as well as performances Mandarin Hotel. Graced by President S R Nathan, by local bands and hip hop musicians at the it raised a total of $1.1 million. Esplanade Outdoor Theatre and Paragon. Children helping children Showing Chinese culture to raise funds Helmed by The Business Times in partnership Following the success of its fund-raising Youth with The Arts House and CHIJ (Kellock), 1,000 Talent Concerts in the previous years, the Chinese underprivileged children spent Children’s Day at Newspapers Division of SPH organised a Tang the Underwater World Singapore. Now in its third Style Fashion Show this year to raise funds for year, a total of $282,050 was raised this year to the President’s Challenge. The charity gala dinner support The Business Times Budding Artists at the Mandarin Orchard Hotel raised more than Fund and The Straits Times School Pocket $150,000 for the less fortunate. Money Fund.

Charity

Annual Charity Giving with a 60s’ theme SPH and SPH Foundation gave out $400,000 to 20 charities serving more than 15,000 beneficiaries at the annual charity giving event. Invited beneficiaries were treated to multicultural

40 Singapore Press Holdings Children for Children GROWING with the Times •••• Book vouchers for the needy students Recycling for a good cause The Chinese Newspapers Division gave out The inaugural SPH Flea Market, a collaboration $50,000 worth of book vouchers, sponsored by between SPH and the Salvation Army, the Kwan Im Thong Hood Cho Temple, to needy encouraged staff to recycle usable items students at the Singapore Book Fair 2010. while raising funds for charity at the same time. A total of $4,000 from the sale of the items was The gift of life donated to the beneficiaries under the care of SPH collected a total of 228 units of blood at the Salvation Army. SPH Red Apple Day, its annual blood donation drive organised with the Singapore Red Cross Society and Beatty Secondary School. Donors included SPH staff, students and members of the public.

SPH Flea Market

Sports

Achieving sporting glory SPH and the Singapore Athletic Association SPH Red Apple Day (SAA) hosted the 18th SPH Schools Relay Championships at the Bukit Gombak Stadium Spreading cheer to the needy in March. About 1,300 participants from over 50 About $20,000 worth of gifts including food and schools took part in 24 races over the two-day home appliances were donated to the needy competition. as part of SPH’s support for the Boys’ Brigade Sharity Gift Box. SPH also hosted a year-end party for more than 100 beneficiaries from the Toa Payoh Care Corner Family Service Centre.

SPH Schools Relay Championships The 12th edition of the Lianhe Zaobao Cup attracted 677 table tennis enthusiasts from 78 schools. The finals were held at Velocity Mall, with Sharity Gift Box Party Er Lee Bee Wah (MP for Ang Mo Kio GRC and Table Tennis Association) as the Guest-of-Honour.

Singapore Press Holdings 41 ANNUAL REPORT 2010 •••• CORPORATE SOCIAL RESPONSIBILITY – SPH Foundation

Set up in 2003 with a seed contribution of Grooming literary talents $20 million from SPH, the SPH Foundation is SPH Foundation, together with SPH, continued a registered charity and Institution of Public to sponsor the nation’s premier literary event Character. It aims to build a lifelong learning Singapore Writers Festival in 2009. In conjunction community that embraces language enrichment, with the biennial festival, the prestigious writing creativity, diversity, healthy living and sports. competition SPH-NAC Golden Point Award was also held, attracting a total of 453 participants Education with entries in the four main languages.

Lim Kim San Memorial Scholarships Environment Six students were awarded the Lim Kim San memorial scholarships to pursue language Wildlife conservation studies at the Nanyang Technological University SPH Foundation supports wildlife conservation and the National University of Singapore. The efforts and the environment. In addition to the scholarship is for needy language students from adoption of the proboscis monkeys at the SPH local universities, and comes with no bond. Since Foundation Conservation Centre and Inuka the 2006, 24 scholarships have been given out. polar bear at the Singapore Zoo, it also initiated the SPH Foundation Conservation Ambassadors The greatest change in the history of media and Wildlife Buddies Programme to encourage Professor Vin Crosbie from Syracuse University environmental awareness in the young. As part of spoke at the 3rd SPH Foundation Lecture series its wildlife conservation efforts, SPH Foundation held at the Drama Centre. Speaking on “The also sponsored the Birds & Buddies Show and Greatest Change in the History of Media”, the Flamingo Pool exhibit at Jurong Bird Park. he shared about the impact of media on cultures, politics and societies, and how the world can Nature appreciation learn to cope and manage the current information A joint initiative with the National Parks Board, the overload. The lecture attracted more than Special Projects to Understand Nature (SUN) Club 400 guests. programme marked its 5th anniversary this year with bigger and better plans for the future. SUN Eminent Speakers’ Series Club is a series of nature appreciation field trips to SPH Foundation Asian media veterans Jin Wei-Tsun and Qian parks and nature reserves for children with special Lecture Series Gang spoke at the Eminent Speakers Series needs. Since its inception, it has touched more on 30 May on the topic “Role of Media in Social than 3,500 students from 13 schools. Change: A Cross-Strait Perspective”. The forum was jointly organised by Lianhe Zaobao and Business China, and supported by the SPH Foundation.

Arts

Literary arts come alive! SPH Foundation sponsored the production of Toy Factory’s “To Kill A Mocking Bird”, which was SUN Club’s 5th Anniversary staged at the Drama Centre Theatre in February and March. The production, based on the literary Charity classic which is an O-level literature text, was well attended and received by students. Swinging for charity The SPH Foundation supported “Swinging in Singapore”, a fund-raising concert organised by Community Chest at The Ritz-Carlton Millenia Singapore in July. Graced by President S R Nathan and Mrs Nathan, the charity gala concert featured home-grown jazz musician Jeremy Monteiro, backed by a full 18-piece Big Band and 42 Singapore Press Holdings several of his international jazz friends. GROWING with the Times •••• ENVIRONMENTAL SUSTAINABILITY

In line with global efforts to save the environment, departments. The paper waste is sold as scrap SPH adheres to high ethical standards and three times a week. Recycle bins are also found in implements its business strategies with the the canteens of Print Centre and Media Centre. environment in mind. SPH staff are encouraged to return used ink- Energy and water conservation cartridges for recycling. An average of 480 SPH looks into all possible ways to conserve recyclable ink cartridges are collected annually. energy and reduce carbon emission. The energy conservation measures include SPH also recycles its production waste which optimising the usage of all equipment and includes aluminum printing plates, printing paper shutting down those that are not in use. SPH waste, paper wrappers and covers, used negative also controls the lighting in offices and its printing films and used fixers, by selling them to vendors. plant, without compromising on safety and security. These measures result in savings of more SPH aims to maximise the use of newsprint that than $500,000 annually. is produced from recycled fibre, or fibre from certified forests. In 2009, it sourced more than 80 per cent of newsprint from recycled fibre.

Clean and green Plants are grown to beautify the offices and create a cosy environment for staff and visitors. Gardeners nurse the potted plants so that they can be recycled for company events. Trees are planted to provide shades for parking lots and to reduce heat and glare from the sun.

SPH is also looking into the installation of a landscape irrigation system which would help to improve the efficiency of landscape maintenance and save on water consumption.

Paragon goes green Paragon is constantly looking into ways to SPH has in place an extensive energy-efficiency be green. It participated in the Earth Hour improvement programme and carries out regular consecutively in 2009 and 2010, by switching off energy audits. It has replaced its air-conditioning the facade lightings for an hour. chillers with energy-efficient VSD (Variable Speed Drive) chillers in 2008, resulting in energy savings The shopping mall has changed its car park of 5 per cent or 300 megawatt-hours. This lightings to the energy-efficient LED lights. All translates into a saving of $50,000 per month. lightings at the common areas will be changed to LED lights progressively. SPH has also installed water-saving devices at all its printing plants. It treats all its waste effluent There is also a set of chillers with a self-cleaning in its waste treatment plant and ensures that system installed to maintain effective heat transfer. it meets all the National Environment Agency’s If this method proves to be cost-efficient, the (NEA) requirements before discharging it into the system will be implemented for all the remaining sewage system. chillers.

Recycle, recycle and recycle Paragon is planning to create a green roof within At SPH News Centre, recycle bins are placed at Level 6 of the mall. With this green roof, direct all pantry rooms for segregation of aluminum cans heat will be shielded and cooling will be reduced, and plastic bottles. Close to 30 recycle bins for thus resulting in lower electricity and energy waste paper are placed company-wide, usually required for the air-conditioning. next to the photocopy machines in the respective

Singapore Press Holdings 43 ANNUAL REPORT 2010 •••• Employee Commentary

Training and development To further facilitate communication between SPH has in place a comprehensive talent staff and the senior management, regular management and development programme. dialogue sessions with CEO were held. The SPH Every year, we continue to introduce new and Management Orientation Programme (SMOP) and relevant training programmes for staff. SPH Media Business Programmes also provided opportunities for different groups of staff to interact A 360 degree feedback was introduced for certain with the CEO and senior management. groups of employees to help them in their growth and development. Selected employees were put Promoting work innovation and creativity through a holistic one-year learning programme SPH continued to motivate staff to come up with to hone their leadership skills with the help of creative and innovative ideas to improve business external coaches. operations with the successful implementation of the Continuous Improvement and Innovation (CII) We have also worked with a leading talent initiative. More than 37 projects were submitted management consultancy to develop a and $33,000 cash rewards were given out to Leadership Programme for senior executives to teams whose projects made an impact on our help equip them with more relevant skills to take businesses. on new business and market challenges. Compensation and benefits Employee engagement The Executive Grade Structure was revised this As an employer of choice, employees year to provide more progression opportunities engagement is of utmost importance. The for staff. Staff’s salaries were partially restored in monthly “Up on the Roof” gatherings at News January 2010 and special lump sum payments Centre, which serve as chill-out sessions for staff were also made in January and July 2010 to make to mingle with fellow colleagues as well as with up for the pay-cuts during the recession. CEO and senior management, had been well- received. Succession planning Succession planning for key management positions This year, the annual SPH Family Day attracted is in place. The plan is reviewed and presented to over 5,000 staff and family members to the the Remuneration Committee regularly. Jurong Bird Park. The SPH Sports and Leisure Club continued to organise various recreational Grooming future talent and social activities for staff. Some of the new SPH has been offering sponsorships for selected activities organised this year included a first aid staff who wish to further their studies. We also course, photography workshops, scrapbook offer scholarships to suitable candidates who making sessions, as well as the setting up of a wish to pursue a career in journalism. The types Running Club and a Cycling Club. of scholarships offered by SPH include Masters scholarships for staff, Journalism scholarships and scholarships for children of staff and news vendors.

Winning accolades SPH’s investment in intellectual capital has helped the company clinch the Singapore Workforce Development Agency (WDA) – CI WSQ Supportive Employer Award in Journalism and Printing. In addition, SPH received a Meritorious Defence Partner Award given by the Ministry of Defence in recognition of our contributions and support of our NSmen towards total defence.

SPH Family Day

44 Singapore Press Holdings GROWING with the Times •••• AWARDS AND ACCOLADES

Corporate Governance Awards Other Corporate Awards

1. Governance and Transparency Index 1. Patron of the Arts Award (5th position) • SPH and SPH UnionWorks received Distinguished Patron of the Arts award. omy.sg received the 2. Singapore Corporate Awards 2010 Supporter of the Arts award and SPH Foundation • Best Investor Relations (Bronze) was awarded Friend of the Arts

2. 25th Community Chest Awards • Corporate Platinum Award

3. Partner of Heritage Award • SPH received Partner of Heritage and SPH Foundation was awarded Friend of Heritage

4. Brand Finance Forum 2010 – Top 100 Most Valuable Brand (19th position)

5. Total Defence Awards – Meritorious Defence Singapore Corporate Awards 2010 Partner Award

3. IR Magazine South East Asia Awards 2009 6. CPF Board 2010 Appreciation Award • Best Investor Relations for a Corporate Transaction • Certificate of Excellence 7. CI WSQ Adopter and Appreciation Award at Creative Industries Fair 2010 4. SIAS Investors’ Choice Awards 2009 • Most Transparent Company Award Editorial / Printing / Creative Achievements (Non-Electronics Manufacturing category) • Financial Journalist of The Year Award 1. Earth Journalism Award 2009 (The Straits Times, Francis Chan) • Climate Change and Energy • Financial Story of the Year (The Straits Times, (The Straits Times, Jessica Cheam) Lee Su Shyan for “Oei Hong Leong loses $1b, takes Citigroup to court”) 2. Pearl Awards • Most Promising Journalist of the Year Award • Best Overall Design – Bronze (SilverKris) (The Business Times, Lynette Khoo) • Investor Education Journalist of the Year Award 3. 14th Great Eastern-Yeo’s S.League Awards Night 2009 (The Business Times, Teh Hooi Ling) • Singapore Pools Picture Of The Year (Lianhe Zaobao, Lim Kok Meng)

4. INMA Awards 2010 • Marketing Solutions for Advertising Clients (for circulation over 300,000) • The Straits Times, Lianhe Zaobao, My Paper, Lianhe Wanbao and Shin Min Daily News (3rd placing, for “Tiger Beer – Enjoy Winning” campaign)

SIAS Investors’ Choice Awards 2009

Singapore Press Holdings 45 ANNUAL REPORT 2010 •••• AWARDS AND ACCOLADES

5. Asia Interactive Awards 2009 • Best Contract Magazine of the Year – • Best Blog covering Advertising, SilverKris (Gold) Marketing or Media Subjects – • Watch Magazine of the Year – Stomp, for Star Blog (Silver) The PEAK Selections: Timepieces (Gold), 24:7 • Best Media Site – (Silver), ICON Moments (Bronze) straitstimes.com (Bronze) • Health / Fitness Magazine of the Year – • Most Creative Use of Mobile Media – Shape (Gold), Men’s Health (Silver) The Straits Times RazorTV for iPhone application • Fashion Magazine of the Year – (Bronze) Female (Silver), Her World (Silver) • Ease of Navigation – AsiaOne (Bronze) • Car Magazine of the Year – Torque (Silver)

6. Best of News Design Competition 2010 (31st Edition) • Photography / Single Photos (Spot News) – Award of Excellence (The Straits Times) • Special News Topics (Editor’s Choice: Local / Regional) – Award of Excellence (The Straits Times) • Photography / Single Photos (Portrait) – Award of Excellence (The Straits Times) • Photography / Single Photos (General News – planned) – Award of Excellence (The Straits Times) • Photography / Single Photos ZbBz’s inaugural issue (General News – planned) – • KHL Printing Best New Magazine of the Year – Award of Excellence (The Sunday Times) The PEAK Selections: Domain (Silver) • Photography / Single Photos (Portrait) – • Naumi Hotel Luxury Magazine of the Year – Award of Excellence (The Sunday Times) The PEAK Singapore (Silver), ZbBz (Bronze) • Pressmart Best Online Magazine of the Year – 7. WAN-IFRA 9th Asia Media Awards 2010 www.HardwareZone.com (Silver) • Best in Print (Circulation below 150,000) – Berita Harian 9. SOPA (Society of Publishers in Asia) Awards • Best in Design (Newspaper Overall Design) – • Excellence in Information Graphics – My Paper Honourable Mention (The New Paper) • Best in Design (Magazine Overall Design) – • Excellence in Feature Writing category – Home & Décor Honourable Mention (The Straits Times) • Best in Design (Newspaper Front Page Design) – The Straits Times 10. Hitwise Rankings (Jan – July 2010) • Best in Special Coverage (Newspaper Special • www.SoShiok.com – Section) – The Straits Times – Mind Your Body: 1st, Food and Beverage (Lifestyle and Reference) Health & You • health.asiaone.com – • Best in Special Coverage (Magazine Special Issue) – 1st, Health and Medical (Information) ZbBz • www.Zaobao.com – • Best in Infographics (Newspaper Infographics) – 1st, News and Media (Print) The New Paper • www.st701.com – 1st, Shopping and Classifieds (Classifieds) 8. MPAS (Magazine Publishers Association of • www.HardwareZone.com – Singapore) Awards 2010: 1st, News and Media (IT Media) • Best Chinese Magazine of the Year – • forums.hardwarezone.com.sg – ICON (Gold), ZbBz (Silver), Nuyou (Bronze) 1st, Computers and Internet (Hardware) • Parenting Magazine of the Year – • thecourtroom.stomp.com.sg – Young Parents (Gold) 1st, Business and Finance (Legal)

46 Singapore Press Holdings GROWING with the Times •••• 11. APEX Awards 2010 15. WAN-IFRA International Newspaper Color Quality • Award of Excellence, Design & Illustration (SilverKris) Club (INCQC) 2010 – 2012 • Award of Excellence, New magazines & Journals • The Straits Times (MGZine) • Lianhe Zaobao • Berita Harian 12. Magnum Opus Awards 2010 • Best Design (New Publication) – 16. World Young Reader Prize 2010 Silver (MGZine) • Newspapers in Education – • Best Overall Design 4+ colour – IN, The Straits Times student newspaper Bronze (MGZine) • Best Series of Articles – 17. 4th Asia Publishing Awards Bronze (Focus Publishing for “50 Years in • Young Parents (Winner, Design & Layout – Government” in Petir) Asian Magazine Management Awards) • Best Special-Topic Issue – • HWM (Excellence Award, Design & Layout – Honorable Mention (Focus Publishing for “50 Years Asian Magazine Management Awards) at the Helm” in Petir) • Most Improved Design – Property Accolades Honorable Mention (SPH Magazines for Singapore Nautilus) 1. Singapore Retailers Association (SRA) Shopping • Best Editorial (New Publication) – Centre Scorecard Gold (SPH Magazines for Singapore Health) • Outstanding Efforts in Advertising & Promotions • Best Overall Editorial – Honorable Mention (Paragon) (Focus Publishing for VOICES) • Best Feature Article – Bronze 2. Singapore Tourism Board (STB) (SPH Magazines for “Journey Moveable Feasts: • Best Decorated Building – Merit Winner (Paragon) Rail Pleasures in Pinnacle) • Best Overall Design 4+ colour – 3. Best Dressed Building Competition by Orchard Bronze (SPH Magazines for Pinnacle) Road Business Association • Bronze (Paragon) 13. PANPA (Pacific Area Newspaper Publishers’ Association) 2010 Advertising Awards Radio Awards • Best Advertisement Promoting Print – Highly Commended (The Straits Times, 1. Singapore Entertainment Awards for “SPH Ink Awards”) • Best Radio Programme • Best Integrated Media Campaign (“Don’t Give a Damn” by Radio 100.3) (The New Paper, for “The New Paper • Best Male DJ New Face Campaign”) (Wong Woon Hong, Radio 100.3) • Best Print Campaign (The Straits Times, for “Scholar”) • Best Print Campaign – Highly Commended (My Paper, for F&N Fruit Tree) • Best Tactical Use of Newspapers – Highly Commended (Lianhe Zaobao, for Carlsberg Lunar New Year) • “We Wish” Fun Award – Highly Commended (The Straits Times, for Audi)

14. PANPA Newspaper of the Year Awards • Sponsorship (with circulation 25,000 – 90,000) – Singapore Entertainment Awards The New Paper (Winner) • Innovation in Digital Publishing – The Straits Times RazorTV (Highly commended)

Singapore Press Holdings 47 ANNUAL REPORT 2010 •••• CORPORATE GOVERNANCE

SPH is committed to achieving high standards of corporate governance, to promote corporate transparency and protect and 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 eports;r 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 review and discussion, before the Board makes its decisions, certain functions have been delegated by the Board to various Board Committees, which would make recommendations 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.

48 Singapore Press Holdings GROWING with the Times •••• 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).

Board attendance The Board meets on a quarterly basis and as warranted by particular circumstances. Four Board meetings were held in the financial year ended 31 August 2010. Board meetings may be conducted 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 55. 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 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 of and encouraged to attend relevant courses conducted by the Singapore Institute of Directors, Limited and relevant business and financial consultants.

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.

New directors are also informed about matters such as the Code of Dealings in the Company’s shares as Directors 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 calibre and experience. Please refer to the Board of Directors section for their individual profiles.

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.

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 so as to encourage more interaction between Directors and management and to facilitate effective contribution of 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.

Singapore Press Holdings 49 ANNUAL REPORT 2010 •••• CORPORATE GOVERNANCE

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 constantly 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 NC factors in succession planning in its deliberations 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 also 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.

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 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.

50 Singapore Press Holdings GROWING with the Times •••• 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’s 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 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 of senior management, annually, and submits its recommendations to the Board for endorsement.

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.

Singapore Press Holdings 51 ANNUAL REPORT 2010 •••• CORPORATE GOVERNANCE

A breakdown, showing the level and mix of each individual Director’s remuneration payable for the financial year ended 31 August 2010 is as follows:

Directors’ Base/ Variable or Benefits Fees2 Fixed Salary Bonuses in Kind Total Name of Director1 (%) (%) (%) (%) (%) Executive Director $1,500,000 to $1,749,999 Chan Heng Loon Alan3 - 46.74 51.59 1.67 100

Independent Directors Below $250,000 Tony Tan Keng Yam (Chairman) 79.57 - - 20.43 100 Cham Tao Soon 100 - - - 100 Willie Cheng Jue Hiang 100 - - - 100 Ng Ser Miang 100 - - - 100 Ngiam Tong Dow 100 - - - 100 Philip N Pillai4 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 Ms Chong Siak Ching was not a Director as at 31 August 2010. 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 Philip N Pillai stepped down as a Director on 30 September 2009.

Remuneration of Executives The top five executives of the Company (excluding the CEO) in each remuneration band for this financial year are:-

Remuneration Bands No. of Executives $750,000 to $999,999 3 $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.

52 Singapore Press Holdings GROWING with the Times •••• 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 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.

Code of Business Ethics and Employee Conduct Policy The Group has an existing Code of Business Ethics and Employee Conduct Policy, which is posted on the Company’s website, to regulate the ethical conduct of its employees. The Group also has a Business Ethics and Fraud Reporting Policy & Procedure to allow staff to raise concerns or observations in confidence to the Head of Internal Audit (Receiving Officer) or the CEO 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 Code encourages staff to identify themselves whenever possible to facilitate investigations, but will also consider anonymous complaints, in certain circumstances. The Code makes available to staff the contact details of the Receiving Officer, who may also forward the concern to the respective Heads of Division, CEO and/or Audit Committee 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.

Singapore Press Holdings 53 ANNUAL REPORT 2010 •••• CORPORATE GOVERNANCE

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 seven audit executives, including the Head of Internal Audit, who is a Fellow Certified Public Accountant of the Institute of Certified Public Accountants of Singapore (ICPAS) and of CPA Australia and a Fellow of the Association of Chartered Certified Accountants. She is also a Certified Fraud Examiner. All staff have to adhere to a set of code of ethics adopted from The Institute of Internal Auditors, US (IIA). 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. 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.

54 Singapore Press Holdings GROWING with the Times •••• 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 the Financial Year ended 31 August 2010

Executive Audit Remuneration Nominating Name of Director1 Board Committee Committee Committee Committee Tony Tan Keng Yam (Chairman) 4 out of 4 10 out of 10 - 5 out of 5 2 out of 2 Cham Tao Soon (Deputy Chairman) 4 out of 4 9 out of 10 - 4 out of 5 2 out of 2 Chan Heng Loon Alan (CEO) 4 out of 4 10 out of 10 - - - Willie Cheng Jue Hiang 3 out of 4 1 out of 12 4 out of 4 4 out of 5 - Ngiam Tong Dow 4 out of 4 - 4 out of 4 5 out of 5 - Sum Soon Lim 3 out of 4 9 out of 10 - - - Lucien Wong Yuen Kuai 3 out of 33 - 3 out of 34 - - Yeo Ning Hong 4 out of 4 10 out of 10 4 out of 4 - - Yong Pung How 3 out of 4 - - - 2 out of 2 Ng Ser Miang 3 out of 4 - - - 2 out of 2

Notes : 1 Ms Chong Siak Ching was not a Director as at 31 August 2010. 2 Mr Willie Cheng Jue Hiang is not a member but was requested to attend this meeting. 3 Mr Lucien Wong Yuen Kuai was appointed a director on 15.10.2009. 4 Mr Lucien Wong Yuen Kuai was appointed a member on 4.12.2009.

Singapore Press Holdings 55 ANNUAL REPORT 2010 •••• Further Information On Board Of Directors

Dr Tony Tan Keng Yam

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

Professor Cham Tao Soon

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

Mr Alan Chan Heng Loon

Current Directorships Directorships for the past 3 years Urban Redevelopment Authority (Chairman) Casino Regulatory Authority SP PowerAssets Ltd (Chairman) PowerGas Ltd (Chairman) Corporate Governance Council (Chairman) Singapore Power Ltd Singapore Press Holdings Foundation Limited Business China Singapore-China Foundation Ltd Public Service Commission (PSC)

Mr Willie Cheng Jue Hiang

Current Directorships Directorships for the past 3 years United Overseas Bank Ltd* Nil NTUC Fairprice Co-operative Ltd NTUC Fairprice Foundation Ltd Singapore Health Services Pte Ltd Integrated Health Information Systems Ltd Aescapulus Holdings Pte Ltd Caritas Singapore Community Council Ltd Singapore Co-operation Enterprise Council for Third Age Asia Philanthropic Ventures Singapore Institute of Directors SymAsia Foundation Ltd

Ms Chong Siak Ching

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

* Public-listed company Singapore Press Holdings 56 # Company listed on the Hong Kong Stock Exchange Ltd GROWING with the Times •••• Mr Ng Ser Miang

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

Mr Ngiam Tong Dow

Current Directorships Directorships for the past 3 years United Overseas Bank Ltd* Surbana Corporation Pte Ltd (Chairman) Yeo Hiap Seng Ltd* International Medical Insurers Pte.Ltd

Mr Sum Soon Lim

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

Mr Lucien Wong Yuen Kuai

Current Directorships Directorships for the past 3 years Cerebos Pacific Limited* Altitude Trust Management Pte. Ltd. Hap Seng Plantations Holdings Berhad* DLF Trust Management Pte. Ltd. Singapore Airlines Limited* SingHealth Foundation Linklaters Allen & Gledhill Pte Ltd Mapletree Commercial Trust Management Ltd Maritime and Port Authority of Singapore (Chairman) Monetary Authority of Singapore National University of Singapore Eastern Development Private Limited Eastern Development Holdings Pte. Ltd. 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 Haggai Institute for Advanced Leadership Training

Mr Yong Pung How

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

* Public-listed company

Singapore Press Holdings 57 ANNUAL REPORT 2010 •••• Risk ManagemenT

Risk Management Regulatory Risks SPH’s newspaper business is subject to the SPH has established an Enterprise Risk annual renewal of its publishing licence pursuant Management (“ERM”) framework which to the provisions of the ‘Newspaper and Printing encompasses a continuous and iterative Presses Act’ (Chapter 206, Singapore Statues). process for improving risk awareness and Failure on our part to comply with the Act may creating a culture of risk management across subject SPH to significant liabilities, such as fines, the organization. The ERM framework provides suspension, or ultimately, the revocation of the guidance to the operating units towards the licence. implementation of a consistent approach for risk identification and management. Newsprint Cost Risks SPH’s financial performance is susceptible to SPH systematically manages and regularly the volatility of newsprint prices. The cyclical reviews its risk profile at a strategic, operational fluctuation of newsprint prices has a substantial and project level so that business decisions are impact on newspaper publishing costs. consciously weighed against their risks. The A significant spike in newsprint price or a Executive Committee (“EC”) is updated twice reduction in the availability of newsprint can a year on the risk profile, as well as mitigation adversely affect SPH’s core business. Failure to measures for identified risks. The EC will report adopt mitigation measures, such as advance and make recommendations to the Board where stockpiling or securing of long-term, fixed- significant risk matters arise. price contracts, may result in SPH incurring higher production cost and lead to diminishing The ERM focus is on building a culture where operating margins. SPH mitigates its risk exposure by calibrating risks to acceptable levels while also achieving Business Continuity Planning SPH’s business plans and goals. Availability and safety of our printing facilities are In line with the Company’s ERM objectives, the of paramount importance to SPH as three million following ERM principles apply: residents of Singapore rely on us daily to provide them with timely and essential news via our suite • Risks can be managed, but cannot be totally of newspapers. Business Continuity Planning eliminated. (“BCP”) increases the resilience of the Group to • ERM is aligned with, and driven by, business potential business disruptions and minimises the values, goals and objectives. impact of a crisis on business operations, people • Managers at each level must assume and assets. ownership of risk management. • Risk management processes are integrated SPH has a comprehensive BCP programme with other processes including budgeting, mid/ in place to minimise any disruptions to its long-term planning and business development. critical business activities and ensure that the populace continues to be informed in the face of Each employee is also given an Employee a crisis. During the year, focus was on building Workplace, Safety and Health handbook by the the Group’s resilience against pandemic flu company which sets out risk control measures adversities. Simulation exercises were conducted and promotes workplace safety to create involving operating units and locations to enhance awareness of workplace risks. operational preparedness. The Group continues to scan for possible threats and establish plans to The Board is of the opinion that the risk enhance operational preparedness. management framework is adequate.

The following are some of the strategic risks that may impact the financial status and operational effectiveness of SPH’s businesses.

58 Singapore Press Holdings GROWING with the Times •••• 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

SPH Newspapers Net 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

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 (1992-2010)

Singapore Press Holdings 59 ANNUAL REPORT 2010 •••• DAILY AVERAGE NEWSPAPERS CIRCULATION (August 2010)

The Straits Times 365,800 The Sunday Times 372,100 Berita Harian/Berita Minggu 58,900 The Business Times 37,500 The New Paper/The New Paper Sunday 101,600 Lianhe Zaobao 172,100 Lianhe Wanbao 95,500 Shin Min Daily News 141,400 zbCOMMA 68,400 Thumbs Up 34,700 Tamil Murasu/Tamil Murasu Sunday 14,800

60 Singapore Press Holdings GROWING with the Times •••• Financial Review

Group Simplified Financial Position

2010 2009* 2008* 2007#* 2006#* S$’000 S$’000 S$’000 S$’000 S$’000

Assets Property, plant and equipment 427,783 462,534 490,297 488,912 491,152 Investment properties 1,730,069 1,174,465 1,140,180 1,100,620 1,095,572 Investments 1,269,900 756,531 979,092 1,215,444 1,144,391 Cash and cash equivalents 460,995 299,253 211,024 122,160 81,387 Trade and other receivables 259,267 453,328 246,692 169,710 117,486 Inventories 26,974 29,370 36,281 19,341 34,579 Other assets 59,014 59,877 47,139 22,170 28,925 Total 4,234,002 3,235,358 3,150,705 3,138,357 2,993,492

Shareholders’ interests Capital and reserves 2,226,282 2,055,176 2,088,899 2,123,124 1,996,934 Non-controlling interests 79,744 9,486 12,378 3,260 2,342 Liabilities Borrowings Current 570,800 870 800 1,000 667 Non-current 860,114 723,393 573,616 573,745 610,778 Trade and other payables Current 286,861 254,838 272,260 238,533 202,389 Non-current 21,438 22,858 21,924 20,144 - Taxation Current 120,213 71,584 92,173 99,638 104,932 Deferred 54,161 80,232 75,461 74,465 75,450 Other liabilities 14,389 16,921 13,194 4,448 - Total 4,234,002 3,235,358 3,150,705 3,138,357 2,993,492

# 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

2010 2009 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 353,959 318,711 414,976 293,425 1,381,071 340,212 287,199 327,063 346,893 1,301,367 Operating profit 159,353 127,477 176,832 75,441 539,103 127,825 93,845 131,301 143,988 496,959 Profit before taxation 169,248 131,371 189,225 100,048 589,892 92,416 89,573 147,280 152,937 482,206 Profit attributable to shareholders 144,701 113,333 164,557 75,283 497,874 73,007 87,048 126,725 135,101 421,881 Earnings per share (S$) 0.09 0.07 0.10 0.05 0.31 0.05 0.05 0.08 0.08 0.26

Singapore Press Holdings 61 ANNUAL REPORT 2010 •••• Financial Review

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

2010 509.5 2010 36.0

2009 418.4 2009 32.4

2008 435.9 2008 33.6

2007# 498.7 2007# 43.0

2006# 420.0 2006# 41.1

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

2010 0.31 2010 11.8

2009 0.26 2009 13.0

2008 0.27 2008 13.9

2007# 0.31 2007# 15.9

2006# 0.26 2006# 14.0

Segmental Operating Revenue and Segmental Profit Margin 1,200 70

1,000 60

50 800

40 600 30 400 20 Operating Revenue (S$’m) Profit before Tax Margin (%) before Profit 200 10

0 0 2006# 2007# 2008 2009 2010

Operating Revenue (S$’m) Profit before Tax Margin (%)

Newspaper & Magazine Property Others Newspaper & Magazine Property

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

62 Singapore Press Holdings GROWING with the Times •••• Operating Revenue Composition 4% 5%

Advertisements 16% 19% Circulation Rental & Services

Property Development 10% FY 2010 55% FY 2009 51% Others 9%

15% 16%

Cost Composition 4% 3% Materials, 17% Consumables 23% & Broadcasting Costs 23% 23%

Property Development 8% Costs FY 2010 FY 2009 Staff Costs 8% 8% Depreciation 8% Other Operating Expenses 40% Finance Costs 35%

Underpinned by a strong and broad-based economic Operating revenue from the Group’s other businesses recovery in 2010, the Group benefited from a sturdy rebound rose by S$7.5 million (17.3%) to S$50.9 million with the in advertisement sales. The improved performance of the increase coming from the internet and events management newspaper business and profits from our property project, businesses. Sky@eleven, boosted the Group’s recurring earnings to a record high. Materials, consumables and broadcasting costs declined by S$35.1 million (19.0%), as a result of lower newsprint costs of The Group achieved record operating revenue of S$1,381.1 S$36.9 million (29.1%). million in FY 2010. This was a S$79.7 million (6.1%) increase compared to FY 2009. Boosted by the rebound Staff costs increased by S$53.6 million (18.7%) mainly as in advertisement sales, revenue for the Newspaper and a result of higher variable bonus provision in line with the Magazine segment grew strongly by S$81.7 million (9.2%) improved performance of the newspaper business. year-on-year to S$974.1 million. Print advertisement revenue surged by S$84.8 million (13.1%) to S$733.1 million driven Other operating expenses rose by S$12.6 million (6.7%) by increases in Display and Recruitment advertisements. mainly attributable to higher donations and sponsorships, Circulation revenue decreased by S$5.1 million (2.4%) due to premises costs and other overheads. lower copies sold. Consequently, the Group delivered record high recurring Revenue from the Property segment decreased by S$9.5 earnings of S$539.1 million for FY 2010. This was S$42.1 million (2.6%) to S$356.1 million. Rental income increased million (8.5%) higher compared to S$497.0 million for FY by S$11.3 million (9.2%) mainly from Paragon but this 2009. Net profit attributable to shareholders was S$497.9 was negated by lower year-on-year contribution from million, 18.0% higher compared to S$421.9 million for Sky@eleven which obtained its Temporary Occupation FY 2009. Permit (TOP) in May 2010.

Singapore Press Holdings 63 ANNUAL REPORT 2010 •••• VALUE ADDED STATEMENT for the financial year ended August 31, 2010

2010 2009 S$’000 S$’000

Sale of goods and services 1,381,071 1,301,367 Purchase of materials and services (365,518) (395,260) Value added from operations 1,015,553 906,107

Non-production income and expenses: Net foreign exchange gain/(loss) from operations 195 (2,517) Net profit/(loss) on disposal of property, plant and equipment 76 (321) Allowance for impairment of trade receivables (2,306) (2,084) Bad debts recovery 244 318 Net income/(loss) from investments 39,255 (6,186) Share of net loss of associates and jointly-controlled entities (1,356) (8,567) Fair value gain on loans from non-controlling interests 12,890 - Total value added 1,064,551 886,750

Distribution: Employees’ wages, provident fund contributions and other benefits 349,850 298,027 Corporate and other taxes 93,070 75,213 Finance costs 31,105 21,546 Donation and sponsorship 8,342 2,455 Directors’ fees 1,165 1,024 Net dividends to shareholders 400,993 416,722 Total distributed 884,525 814,987

Retained in the business: Depreciation and amortisation 71,531 70,120 Non-controlling interests 11,614 (3,516) Retained earnings 96,881 5,159 1,064,551 886,750

Productivity ratios: S$ S$ Value added per employee 256,129 227,494 Value added per $ employment costs 2.90 3.04 Value added per $ investment in property, plant and equipment (before depreciation) 1.02 0.92 Value added per $ operating revenue 0.74 0.70

64 Singapore Press Holdings GROWING with the Times •••• INVESTOR RELATIONS

Guided by our commitment to achieve high standards of To ensure that the investment community has ready corporate governance and transparency, the SPH Investor access to the Group’s financial and operational information, Relations team continues to maintain clear, consistent and our dedicated Investor Relations website is updated timely communications with the investment community. We timely with our quarterly financial performance and engage with shareholders, investors and analysts with the other announcements. Investors may access senior aim of facilitating a better understanding and appreciation of management’s presentation of the Group’s half and full year the Group’s businesses and policies. Through proactive and results through audio webcasts and slide presentations, open dialogues, we strive to cultivate long-term relationships which are available on the website. with our stakeholders. Enhancing Shareholders’ Value This year, we have been recognised by the investment SPH strives to enhance the long-term value for shareholders. community for our investor relations efforts. We received We will continue to assess opportunities of returning excess the Best Investor Relations Award (Bronze) at the Singapore cash generated from operations that is surplus to the Corporate Awards 2010, as well as Best Investor Relations Company’s requirement. The level of capital return, in the for a Corporate Transaction and a Certificate of Excellence form of share buy back, dividend and capital distribution, at the IR Magazine South East Asia Conference & Awards will be determined to allow the Company to balance its 2009. operational requirement needs with the flexibility to pursue strategic business opportunities. Based on our track record, Engaging the Investment Community a high percentage of our recurring earnings have been Senior management interacts actively with the investment returned to shareholders. community through multiple channels including one-on-one meetings, conference calls, quarterly post-results luncheons, Shareholders are encouraged to access our corporate investment conferences and overseas roadshows. During website at www.sph.com.sg for the latest corporate the year, senior management undertook roadshows in information updates on the Group. Queries can be posted Europe and Tokyo to strengthen shareholder relations via our investor relations email address, [email protected]. and gain valuable feedback for the Group. We continue to engage with retail investors through email and telephone calls, as well as public forums such as those organised by the Securities Investors Association of Singapore (“SIAS”) and Shareinvestor.

Investor Relations Calendar Financial Calendar

1st Quarter 2010 (Sep – Nov 09) 3rd Quarter 2010 (Mar – May 10) 2010 12 Oct Announcement of FY 2010 Results • 2009 Full Year Financial Results # SIAS Corporate Profile Seminar 14 Dec Books Closure for Announcement and Media Conference (Singapore) Dividend Entitlement & Analysts’ Briefing with audio webcast # Credit Suisse – Asian Investment 23 Dec Proposed Payment • Full Year Results Investor Meeting Conference (Hong Kong) of 2010 Final • Credit Suisse Non-Deal Roadshow • Announcement of 2Q/HY FY 2010 Dividends (Europe) results and Analysts’ Briefing with audio • Analysts’ Briefing on Clementi Mall webcast 2011* 14 Jan Announcement of • Release of Annual Report 2009 • Post 2Q Results Investor Meeting 1Q FY 2011 Results # CLSA Corporate Access Forum 13 Apr Announcement of 2nd Quarter 2010 (Dec 09 – Feb 10) (Singapore) 2Q FY 2011 Results 12 Jul Announcement of • Annual General Meeting 4th Quarter 2010 (Jun – Aug 10) 3Q FY 2011 Results • Payment of 2009 final dividends • Announcement of 1Q FY 2010 results # SIAS Asian Investment Conference & 12 Oct Announcement of • Post 1Q Results Investor Meeting Exhibition 2010 FY 2011 Results • Nomura Non-Deal Roadshow (Tokyo) • Announcement of 3Q FY 2010 results • Post 3Q Results Investor Meeting * The dates are indicative and # Shareinvestor’s Invest Fair 2010 subject to change. Please refer to SPH website, www.sph.com.sg, # Investor conferences attended for the latest updates.

Singapore Press Holdings 65 ANNUAL REPORT 2010 •••• INVESTOR REFERENCE

Return on Shareholders’ Funds (%) Operating Margin= (%) Operating Margin excluding Sky@eleven= (%)

39.0 23.5 38.6 38.2 36.8 22.4 34.5

34.8 34.6 21.0 33.2 20.9 20.5 30.5

2006# 2007# 2008 2009 2010 2006# 2007# 2008 2009 2010

Operating Margin= (%) Operating Margin excluding Sky@eleven= (%)

Net Dividend per Share (cents) Net Dividend (S$’m)

27.0 27.0 433 434 26.0 416 25.0 401 24.0 383

2006 2007 2008 2009 2010^ 2006 2007 2008 2009 2010^

# Restated to take into account the retrospective adjustments relating to FRS 40 - Investment Property. = Computed based on recurring earnings. ^ Included one-tier tax exempt final dividend of 20 cents per share, comprising a normal dividend of 9 cents per share and a special dividend of 11 cents per share. The proposed dividends are subject to approval by shareholders at the Annual General Meeting on December 1, 2010.

66 Singapore Press Holdings GROWING with the Times •••• Recurring Earnings@ and Dividend Payout Ratio=

S$’m % 600 120

500 100

400 80

300 60

200 40

100 20

0 0 2006# 2007# 2008 2009 2010

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

@ This represents the recurring earnings of the media and property businesses, including profits from the Group’s Sky@eleven development which was completed in May 2010. = 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 2006 2007 2008 2009 2010 S$ Shares

Share Price Volume

2010 2009 2008 2007# 2006# S$ S$ S$ S$ S$ Highest closing price 4.17 4.18 4.74 4.72 4.90 Lowest closing Price 3.56 2.32 3.98 4.00 3.88 August 31 closing price 4.08 3.66 4.12 4.34 3.98 Price/Earnings Ratio based on August 31 closing price 13.16 14.08 15.26 14.00 15.31

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

Singapore Press Holdings 67 ANNUAL REPORT 2010 •••• CONTENTS 69 Directors’ Report 160 Operating Companies of the Group 73 Statement by Directors 163 Overseas Bureaus 74 Independent Auditors’ Report 166 Properties of the Group 75 Balance Sheets 167 Options and Awards 76 Consolidated Income Statement 168 Shareholding Statistics 77 Consolidated Statement 170 Notice of Annual General Meeting of Comprehensive Income Proxy Form 78 Consolidated Statement of Changes in Total Equity 80 Consolidated Cash Flow Statement 83 Notes to the Financial Statements Directors’ Report for the financial year ended August 31, 2010

The Directors present their report to the members together with the audited financial statements of the Group for the financial year ended August 31, 2010 and the balance sheet of the Company as at August 31, 2010.

DIRECTORS

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

Tony Tan Keng Yam Cham Tao Soon Chan Heng Loon Alan Willie Cheng Jue Hiang Ng Ser Miang Ngiam Tong Dow Sum Soon Lim Lucien Wong Yuen Kuai (appointed on October 15, 2009) Yeo Ning Hong Yong Pung How

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, 2010 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, 2009* 2010 2010 2009* 2010 2010

The Company

Management Shares Tony Tan Keng Yam 4 4 4 - - - Cham Tao Soon 4 4 4 - - - Chan Heng Loon Alan 12 12 12 - - - Willie Cheng Jue Hiang 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 - - -

Singapore Press Holdings ANNUAL REPORT 2010 69 •••• Directors’ Report for the financial year ended August 31, 2010

DIRECTORS’ INTERESTS IN SHARES (cont’d)

Direct Interests Deemed Interests Sept 1, Aug 31, Sept 21, Sept 1, Aug 31, Sept 21, 2009* 2010 2010 2009* 2010 2010

Ordinary Shares Tony Tan Keng Yam 235,797 235,797 235,797 200,000 200,000 200,000 Cham Tao Soon 10,000 10,000 10,000 10,183 10,183 10,183 Chan Heng Loon Alan 130,000 251,000 251,000 - - - 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 - - - 42,000 197,000 197,000 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

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

32,500# shares to be Up to vested in January 2010 45,800## - ^^ -^^ - - -

150,000# shares to be Up to vested in January 2010 225,000## - ^^ -^^ - - -

49,166# shares to be Up to Up to Up to vested in January 2011 69,800## 67,000## 67,000## - - -

150,000# shares to be Up to Up to Up to vested in January 2011 225,000## 225,000## 225,000## - - -

49,166# shares to be Up to Up to Up to vested in January 2012 46,800## 67,850## 67,850## - - -

180,000# shares to be Up to Up to Up to vested in January 2012 270,000## 270,000## 270,000## - - -

33,334# shares to be Up to Up to Up to vested in January 2013 24,000## 48,000## 48,000## - - -

180,000# shares to be Up to Up to vested in January 2013 - 270,000## 270,000## - - -

16,667# shares to be Up to Up to vested in January 2014 - 24,000## 24,000## - - -

* 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 2010. # 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, 121,000 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.

70 Singapore Press Holdings GROWING with the Times •••• Directors’ Report for the financial year ended August 31, 2010

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.

Singapore Press Holdings ANNUAL REPORT 2010 71 •••• Directors’ Report for the financial year ended August 31, 2010

PERFORMANCE SHARES IN THE COMPANY (cont’d)

SPH Performance Share Plan (“the Plan”) (cont’d)

8. During the financial year, 2,243,825 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 239 2,013,825 2 240 2,243,825

1 180,000 granted with market conditions and 50,000 granted with non-market conditions. 2 721,500 granted with market conditions and 1,292,325 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, 2010 is 8,581,735 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; and reviewing the independence, objectivity and cost effectiveness of the external auditors and the nature and extent of non-audit services supplied by them; 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

Tony Tan Keng Yam Chan Heng Loon Alan Chairman Director

Singapore, October 12, 2010

72 Singapore Press Holdings GROWING with the Times •••• Statement by Directors

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, 2010, as set out on pages 75 to 159, 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; and

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

(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

Tony Tan Keng Yam Chan Heng Loon Alan Chairman Director

Singapore, October 12, 2010

Singapore Press Holdings ANNUAL REPORT 2010 73 •••• INDEPENDENT AUDITORS’ REPORT to the members of Singapore Press Holdings Limited

We have audited the accompanying financial statements of Singapore Press Holdings Limited (the “Company”) andits subsidiaries (the “Group”) set out on pages 75 to 159, which comprise the balance sheets of the Company and of the Group as at August 31, 2010, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement 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 and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act (Cap. 50) (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting control sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and 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;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

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 as to 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 control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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,

(a) the balance sheet of the Company and the consolidated financial statements of the Group 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 Company and of the Group as at August 31, 2010, and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and

(b) 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, 2010

74 Singapore Press Holdings GROWING with the Times •••• Balance Sheets as at August 31, 2010

Group Company 2010 2009 2010 2009 Note S$’000 S$’000 S$’000 S$’000

CAPITAL EMPLOYED Share capital 4 494,738 490,890 494,738 490,890 Treasury shares 4 (19,921) (25,578) (19,921) (25,578) Reserves 5 281,685 219,160 54,081 50,557 Retained profits 1,469,780 1,370,704 722,000 519,514 Shareholders’ interests 2,226,282 2,055,176 1,250,898 1,035,383 Non-controlling interests 79,744 9,486 - - Total equity 2,306,026 2,064,662 1,250,898 1,035,383

EMPLOYMENT OF CAPITAL Non-current assets Property, plant and equipment 8 427,783 462,534 274,831 296,897 Investment properties 9 1,730,069 1,174,465 - - Investments in subsidiaries 11 - - 386,840 386,840 Investments in associates 12 56,103 45,600 29,326 29,326 Investments in jointly-controlled entities 13 11,002 17,441 - - Trade and other receivables 18a - - 303,331 - Long-term investments 14 306,226 244,918 31,633 28,146 Intangible assets 15 49,339 52,628 - - Other non-current assets 16 4,857 4,949 3,193 3,653 2,585,379 2,002,535 1,029,154 744,862 Current assets Inventories 17 26,974 29,370 26,154 28,531 Trade and other receivables 18b 259,267 453,328 1,250,414 789,014 Short-term investments 19 896,569 448,572 205,145 169,940 Derivative financial instruments 20 4,818 2,300 35 131 Cash and cash equivalents 21a 460,995 299,253 231,418 128,637 1,648,623 1,232,823 1,713,166 1,116,253

Total assets 4,234,002 3,235,358 2,742,320 1,861,115

Current liabilities Trade and other payables 22a 286,861 254,838 641,624 585,451 Current income tax liabilities 120,213 71,584 57,831 44,285 Borrowings 7 570,800 870 - - Derivative financial instruments 20 12,037 129 33 47 989,911 327,421 699,488 629,783 Non-current liabilities Trade and other payables 22b 21,438 22,858 - - Deferred income tax liabilities 6a 54,161 80,232 41,129 44,196 Borrowings 7 860,114 723,393 748,453 150,000 Derivative financial instruments 20 2,352 16,792 2,352 1,753 938,065 843,275 791,934 195,949

Total liabilities 1,927,976 1,170,696 1,491,422 825,732

Net assets 2,306,026 2,064,662 1,250,898 1,035,383

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

Singapore Press Holdings ANNUAL REPORT 2010 75 •••• Consolidated Income Statement for the financial year ended August 31, 2010

Group 2010 2009 Note S$’000 S$’000

Operating revenue 24 Newspaper and Magazine 974,125 892,404 Property 356,095 365,600 Others 50,851 43,363 1,381,071 1,301,367 Other operating income 16,792 13,598 1,397,863 1,314,965

Materials, consumables and broadcasting costs (149,449) (184,594) Property development costs (67,435) (68,567) Staff costs 25 (340,464) (286,896) Depreciation 8 & 9 (69,029) (67,752) Other operating expenses 26 (201,278) (188,651) Finance costs 27 (31,105) (21,546) Profit before fair value gain on loans from non-controlling interests, investment income/(loss), share of net loss of associates and jointly-controlled entities 539,103 496,959 Fair value gain on loans from non-controlling interests 12,890 - Net income/(loss) from investments 28 39,255 (6,186) Share of net loss of associates and jointly-controlled entities (1,356) (8,567)

Profit before taxation 589,892 482,206 Taxation 6b (80,404) (63,841) Profit after taxation 509,488 418,365

Attributable to: Shareholders of the Company 497,874 421,881 Non-controlling interests 11,614 (3,516) 509,488 418,365

Earnings per share (S$) 30 Basic 0.31 0.26 Diluted 0.31 0.26

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

76 Singapore Press Holdings GROWING with the Times •••• Consolidated Statement of Comprehensive Income for the financial year ended August 31, 2010

Group 2010 2009 S$’000 S$’000

Profit after taxation 509,488 418,365

Other comprehensive income/(loss), net of tax Cash flow hedges [Note 5(c)] - net fair value changes (10,765) (15,224) - transfer to income statement 12,790 9,170 Net fair value changes on available-for-sale financial assets [Note 5(d)] 61,552 (43,104) Currency translation difference - arising from consolidation of financial statements of foreign subsidiaries, associates and jointly-controlled entities (1,924) 2,890 - transfer to income statement on disposal of an associate - 1,463 61,653 (44,805)

Total comprehensive income 571,141 373,560

Attributable to: Shareholders of the Company 559,872 376,422 Non-controlling interests 11,269 (2,862) 571,141 373,560

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

Singapore Press Holdings ANNUAL REPORT 2010 77 •••• Consolidated Statement of Changes in Total Equity for the financial year ended August 31, 2010

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

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(b)] - - - 7,458 - - - - 7,458 - 7,458 Issue of shares [Notes 4 and 5(b)] 3,848 - - (315) - - - - 3,533 - 3,533 Treasury shares re-issued [Notes 4 and 5(b)] - 5,657 - (6,203) - - - 614 68 - 68 Dividends (Note 29) ------(400,993) (400,993) (13) (401,006) Lapse of share options [Note 5(b)] - - - (413) - - - 413 - - - 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

2009

Balance as at September 1, 2008 490,760 (27,660) 2,005 22,110 (7,883) 246,828 (2,621) 1,365,360 2,088,899 12,378 2,101,277

Total comprehensive income/(loss) for the year - - - - (6,054) (43,104) 3,699 421,881 376,422 (2,862) 373,560 Share-based compensation [Note 5(b)] - - - 6,443 - - - - 6,443 - 6,443 Issue of shares [Notes 4 and 5(b)] 130 - - (7) - - - - 123 - 123 Treasury shares re-issued [Notes 4 and 5(b)] - 2,082 - (2,026) - - - (45) 11 - 11 Dividends (Note 29) ------(416,722) (416,722) (30) (416,752) Lapse of share options [Note 5(b)] - - - (230) - - - 230 - - - Balance as at August 31, 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

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

78 Singapore Press Holdings GROWING with the Times •••• 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

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(b)] - - - 7,458 - - - - 7,458 - 7,458 Issue of shares [Notes 4 and 5(b)] 3,848 - - (315) - - - - 3,533 - 3,533 Treasury shares re-issued [Notes 4 and 5(b)] - 5,657 - (6,203) - - - 614 68 - 68 Dividends (Note 29) ------(400,993) (400,993) (13) (401,006) Lapse of share options [Note 5(b)] - - - (413) - - - 413 - - - 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

2009

Balance as at September 1, 2008 490,760 (27,660) 2,005 22,110 (7,883) 246,828 (2,621) 1,365,360 2,088,899 12,378 2,101,277

Total comprehensive income/(loss) for the year - - - - (6,054) (43,104) 3,699 421,881 376,422 (2,862) 373,560 Share-based compensation [Note 5(b)] - - - 6,443 - - - - 6,443 - 6,443 Issue of shares [Notes 4 and 5(b)] 130 - - (7) - - - - 123 - 123 Treasury shares re-issued [Notes 4 and 5(b)] - 2,082 - (2,026) - - - (45) 11 - 11 Dividends (Note 29) ------(416,722) (416,722) (30) (416,752) Lapse of share options [Note 5(b)] - - - (230) - - - 230 - - - Balance as at August 31, 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

Singapore Press Holdings ANNUAL REPORT 2010 79 •••• Consolidated Cash Flow Statement for the financial year ended August 31, 2010

Group 2010 2009 S$’000 S$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 589,892 482,206

Adjustments for: Amortisation of intangible assets 2,502 2,368 Intangible assets written off - 1,000 Impairment of goodwill 1,286 131 Depreciation 69,029 67,752 Net (profit)/loss on disposal of property, plant and equipment (76) 321 Net reversal of impairment of property, plant and equipment (1,043) (1,107) Property, plant and equipment written off - 18 Investment property written off 2,449 38 Gain on disposal of a subsidiary - (3) Gain on dilution/disposal of an associate (5) (1,984) Finance costs 31,105 21,546 Net (income)/loss from investments (39,255) 6,186 Share of net loss of associates and jointly-controlled entities 1,356 8,567 Share-based compensation expense 7,435 6,422 Fair value gain on loans from non-controlling interests (12,890) - Other non-cash items 419 103 Operating cash flow before working capital changes 652,204 593,564

Changes in operating assets and liabilities, net of effects from acquisition and disposal of subsidiaries and business: Inventories 2,396 6,990 Trade and other receivables 193,900 (210,970) Trade and other payables 32,485 (27,269) 880,985 362,315 Income tax paid (59,102) (77,195) Dividends paid (400,993) (416,722) Dividends paid (net) by a subsidiary to a non-controlling interest (13) (30) 420,877 (131,632) Decrease in other non-current assets 92 776 (Decrease)/Increase in other non-current payables (1,420) 934 Currency translation difference (658) 1,800 Net cash from/(used in) operating activities 418,891 (128,122)

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

80 Singapore Press Holdings GROWING with the Times •••• Consolidated Cash Flow Statement for the financial year ended August 31, 2010

Group 2010 2009 S$’000 S$’000

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (24,142) (31,930) Proceeds from disposal of property, plant and equipment 179 165 Additions to investment properties (567,372) (42,498) Acquisition of intangible assets - (759) Acquisition of subsidiaries (net of cash acquired) [Note 21(b)] - (11,121) Acquisition of business by a subsidiary (net of cash acquired) [Note 21(c)] (1,500) (467) Purchase of shares in a subsidiary from a jointly-controlled entity - (2,500) Proceeds from disposal of a subsidiary - 47 Sale of shares in a subsidiary - 1,250 Acquisition of an associate - (250) Acquisition of additional interests in an associate - (33) Additional consideration paid on interests in associates (5,484) (12,218) Dividends received from associates 171 2,197 Proceeds from disposal of an associate - 11,220 Acquisition of a jointly-controlled entity - (225) Additional consideration paid on interests in jointly-controlled entities - (5,844) Decrease in amounts owing by associates/jointly-controlled entities 425 5,699 (Decrease)/Increase in amounts owing to associates/jointly-controlled entities (9,148) 5,792 Purchase of long-term investments (2,389) (12) Proceeds from disposal/redemption of long-term investments 1,428 1,172 Purchase of short-term investments (1,059,600) (422,190) Proceeds from disposal of short-term investments 619,816 403,794 Net decrease in funds under management - 194,864 Dividends received 21,442 22,769 Interest received 8,544 6,228 Other investment income/(loss) 9,269 (35,183) (1,008,361) 89,967 Add/(Less): Items not involving movement of funds Changes in fair value of financial instruments (4,887) (1,892) Impairment of internally-managed investments 78 4,568 Net profit on sale of internally-managed investments (4,429) (3,702) Currency translation loss 422 116 Effective interest on bonds (676) (550) Net cash (used in)/from investing activities (1,017,853) 88,507

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

Singapore Press Holdings ANNUAL REPORT 2010 81 •••• Consolidated Cash Flow Statement for the financial year ended August 31, 2010

Group 2010 2009 S$’000 S$’000

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from bank loans (net of transaction costs) - 149,420 Proceeds from issuance of fixed rate notes (net of transaction costs) 598,283 - Repayment of loan from a non-controlling interest (430) (153) Interest paid (21,232) (21,546) Proceeds from issuance of shares by the Company 3,533 123 Proceeds from issuance of shares to non-controlling interests 60,100 - Loans from non-controlling interests 120,450 - Net cash from financing activities 760,704 127,844

Net increase in cash and cash equivalents 161,742 88,229 Cash and cash equivalents at beginning of financial year 299,253 211,024 Cash and cash equivalents at end of financial year [Note 21(a)] 460,995 299,253

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

82 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

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/revised FRS and Interpretations to FRS (“INT FRS”) that became effective in the current financial year. The following are the new/revised FRS that are relevant to the Group:

Singapore Press Holdings ANNUAL REPORT 2010 83 •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(a) Basis of preparation (cont’d)

FRS 1 (revised) Presentation of Financial Statements FRS 23 (revised) Borrowing Costs FRS 27 (revised) Consolidated and Separate Financial Statements FRS 103 (revised) Business Combinations Amendments to FRS 40 Investment Property Amendments to FRS 102 Share-based Payment Amendments to FRS 107 Improving Disclosures about Financial Instruments FRS 108 Operating Segments

FRS 1 (revised) requires the Group to present all owner changes in equity in the consolidated statement of changes in equity and all non-owner changes in equity in the consolidated statement of comprehensive income, a new primary statement. FRS 103 (revised) and FRS 27 (revised) introduce changes in the way the Group accounts for business combinations and transactions with non-controlling interests [Note 2(b)]. Amendments to FRS 107 and FRS 108 require additional disclosures relating to the fair value measurements of financial instruments and additional information relating to operating segments respectively.

Except for the above, the adoption of the new/revised FRS and INT FRS has not resulted in any substantial changes to the Group’s accounting policies nor any significant impact on these financial statements.

(b) Group accounting

The Group has applied FRS 27 (revised) and FRS 103 (revised) in the preparation of its consolidated financial statements and the accounting for business combinations with effect from September 1, 2009. The adoption of these revised FRS has no impact on prior periods’ balances.

(i) Subsidiaries

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.

The acquisition method of accounting is used to account for business combinations by the Group. The cost of an acquisition is measured as the fair value of the assets transferred, equity interests issued or liabilities incurred or assumed by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a 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 measured initially at their fair values on the date of acquisition.

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

84 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(b) Group accounting (cont’d)

(i) Subsidiaries (cont’d)

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

The results of subsidiaries acquired or disposed of during the year are included in or excluded from the consolidated income statement from the date of their acquisition or disposal.

Inter-company balances, transactions and unrealised gains on transactions between group entities are eliminated on consolidation and the consolidated financial statements reflect external transactions only. Unrealised losses are also eliminated but are considered an impairment indicator of the assets transferred. Adjustments are made to the financial statements of subsidiaries, where necessary, to ensure consistency of accounting policies with those of the Group.

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 reclassified 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 equity.

(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.

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 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.

Singapore Press Holdings ANNUAL REPORT 2010 85 •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(b) Group accounting (cont’d)

(ii) Associates/Jointly-controlled entities (cont’d)

In applying the equity method of accounting, 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.

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 inother comprehensive income in respect of that entity are reclassified to the income statement. 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 significant influence or joint control is lost and its fair valueis recognised in the income 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 reclassified 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 except for currency translation differences on net investment in foreign entities in the consolidated financial statements. Currency translation differences arising from the net investment in foreign entities are taken to the currency translation reserve in the consolidated financial statements. When a foreign operation is disposed of, such currency translation differences are recognised in the income statement as part of the gain or loss on disposal.

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 or loss 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 the fair value reserve within equity.

86 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

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 ofa 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 the currency translation reserve.

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 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.

Singapore Press Holdings ANNUAL REPORT 2010 87 •••• Notes to the Financial Statements August 31, 2010

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

88 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(e) Property, plant and equipment (cont’d)

(ii) Depreciation (cont’d)

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.

(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 land 15-50 years Leasehold land and buildings 30-38 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.

Singapore Press Holdings ANNUAL REPORT 2010 89 •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(f) Investment properties (cont’d)

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

(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.

90 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(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 at 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.

• 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 maturing 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 fixed or 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.

Singapore Press Holdings ANNUAL REPORT 2010 91 •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(j) Financial assets (cont’d)

(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.

(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 the fair value reserve. Changes in fair values of non-monetary assets that are classified as available-for-sale are recognised in the fair value reserve, 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.

92 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(j) Financial assets (cont’d)

(v) Impairment (cont’d)

• Loans and receivables (cont’d)

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.

• Available-for-sale financial assets

In the case of an equity security classified as available-for-sale, 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 current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

Singapore Press Holdings ANNUAL REPORT 2010 93 •••• Notes to the Financial Statements August 31, 2010

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 contractis 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 strategy 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 to raise 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 the hedging reserve 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.

94 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(m) Intangible assets

(i) Goodwill arising from business combination

Goodwill arising from business combination 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 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 represents the difference between the fair value of the consideration transferred and the fair value of the Group’s share of identifiable net assets of the acquired associates and jointly-controlled entities at the date of acquisition.

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

` The gains and losses on the disposal of subsidiaries, associates or 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 at 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 3 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.

Singapore Press Holdings ANNUAL REPORT 2010 95 •••• Notes to the Financial Statements August 31, 2010

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 by the 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 paysfixed 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.

96 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

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.

(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.

Singapore Press Holdings ANNUAL REPORT 2010 97 •••• Notes to the Financial Statements August 31, 2010

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(t) Income taxes (cont’d)

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 the provision of services is recognised in the period in which the services are rendered;

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

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

(v) Revenue and profits from sale of development properties are recognised in the financial statements only in respect of sale agreements finalised and based on the percentage-of-completion method [Note 2(g)];

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

(vii) Interest income is recognised using the effective interest method.

98 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

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 inthe 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 profit 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.

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 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.

Singapore Press Holdings ANNUAL REPORT 2010 99 •••• Notes to the Financial Statements August 31, 2010

3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS (cont’d)

• Income from development properties

The Group uses the percentage-of-completion method in accounting for its income from development properties. The stage of completion is measured by reference to the construction costs incurred to-date to the estimated total construction costs for each project.

Significant judgement is required in determining the stage of completion, the extent of the construction costs incurred, the estimated total revenue and construction costs as well as the recoverability of the contracts. In making the judgement, the Group has relied on the work of specialists.

• 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.

4. SHARE CAPITAL AND TREASURY SHARES

Group and Company 2010 2009 Number Number of Shares Amount of Shares Amount ‘000 S$’000 ‘000 S$’000

Issued and fully paid, with no par value Management shares 16,296 6,827 16,286 6,788 Ordinary shares 1,594,107 487,911 1,593,137 484,102 1,610,403 494,738 1,609,423 490,890 Treasury shares (4,885) (19,921) (6,271) (25,578) 1,605,518 474,817 1,603,152 465,312

Movements during the financial year: Beginning of financial year 1,603,152 465,312 1,602,604 463,100 Issue of ordinary shares fully paid under the Singapore Press Holdings Group (1999) Share Option Scheme 970 3,809 37 128 Issue of management shares fully paid in accordance with the Newspaper and Printing Presses Act 10 39 1 2 1,604,132 469,160 1,602,642 463,230 Treasury shares re-issued for the fulfilment of share awards vested under SPH Performance Share Plan 1,386 5,657 510 2,082 End of financial year 1,605,518 474,817 1,603,152 465,312

100 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

4. SHARE CAPITAL AND TREASURY SHARES (cont’d)

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 1,386,404 (2009: 510,391) 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$5.7 million (2009: S$2.1 million).

(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”)

2010

Grant Expiry Exercise Balance Options Options Balance Date Date Price 01.09.09 Exercised Lapsed 31.08.10

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

Singapore Press Holdings ANNUAL REPORT 2010 101 •••• Notes to the Financial Statements August 31, 2010

4. SHARE CAPITAL AND TREASURY SHARES (cont’d)

(b) Share options (cont’d)

2009

Grant Expiry Exercise Balance Options Options Balance Date Date Price 01.09.08 Exercised Lapsed 31.08.09

27.10.99 27.10.09 S$5.60 6,878,200 - (127,500) 6,750,700 30.10.00 30.10.10 S$4.78 7,621,100 - (149,175) 7,471,925 06.11.01 06.11.11 S$3.03 795,375 (22,000) (3,400) 769,975 28.10.02 28.10.12 S$3.91 3,371,700 - (14,025) 3,357,675 16.12.03 16.12.13 S$3.69 4,221,625 (14,900) (17,425) 4,189,300 01.02.04 01.02.14 S$3.83 35,000 - - 35,000 21.12.04 21.12.14 S$4.54 12,591,375 - (62,050) 12,529,325 16.12.05 16.12.15 S$4.30 14,437,200 - (399,550) 14,037,650 49,951,575 (36,900) (773,125) 49,141,550

All the outstanding options as at the balance sheet date were exercisable. Options exercised in 2010 resulted in 969,725 shares (2009: 36,900) being issued at an average price of S$3.60 (2009: S$3.30) each.

(c) Performance shares

During the financial year, 2,243,825 (2009: 2,320,005) 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:

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

2009

Outstanding Outstanding Grant as at as at Date 01.09.08 Adjusted* Granted Vested Lapsed 31.08.09 (‘000) (‘000) (‘000) (‘000) (‘000) (‘000)

12.01.07 1,741 388 - (510) (17) 1,602 11.01.08 2,131 - - - (19) 2,112 12.01.09 - - 2,320 - (16) 2,304

* 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.

102 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

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:

2010

Correlation between SPH Share Expected Risk-free Share Price Price at Grant Vesting Number Fair Value Expected Dividend Interest and FTSE ST Grant Date Date of Shares per Share Volatility* Yield Rate All Share 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

2009

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

12.01.09 (a) 11.01.11 490 2.67 20.79 NA 6.20 0.76 NA 3.02

12.01.09 (a) 11.01.12 490 2.51 20.79 NA 6.20 1.07 NA 3.02

12.01.09 (b) 11.01.12 850 2.02 20.79 27.33 6.20 1.07 0.48 3.02

12.01.09 (a) 11.01.13 490 2.37 20.79 NA 6.20 1.34 NA 3.02

* 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$7.4 million (2009: S$6.4 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.

Singapore Press Holdings ANNUAL REPORT 2010 103 •••• Notes to the Financial Statements August 31, 2010

5. RESERVES

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Composition

Capital reserve [Note 5(a)] 2,005 2,005 - - Share-based compensation reserve [Note 5(b)] 26,817 26,290 26,817 26,290 Hedging reserve [Note 5(c)] (11,912) (13,937) (1,952) (1,455) Fair value reserve [Note 5(d)] 265,276 203,724 29,216 25,722 Currency translation reserve (501) 1,078 - - 281,685 219,160 54,081 50,557

Movements

(a) Capital reserve

Group 2010 2009 S$’000 S$’000

At beginning and end of financial year Distributable 1,375 1,375 Non-distributable 630 630 2,005 2,005

(b) Share-based compensation reserve

Group and Company 2010 2009 S$’000 S$’000

Beginning of financial year 26,290 22,110 Share-based compensation expense (Note 25) 7,435 6,422 Share-based compensation expense charged to a jointly-controlled entity 23 21 Exercise of share options (315) (7) Lapse of share options (413) (230) Award of performance shares (6,203) (2,026) End of financial year 26,817 26,290

104 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

5. RESERVES (cont’d)

Movements (cont’d)

(c) Hedging reserve

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Beginning of financial year (13,937) (7,883) (1,455) - Effect of change in Singapore tax rate - (96) - -

Fair value losses (12,970) (18,227) (2,590) (2,905) Deferred tax on fair value losses 2,205 3,099 440 494 (10,765) (15,128) (2,150) (2,411)

Transfer to finance costs (Note 27) 15,409 11,049 1,991 1,152 Deferred tax on transfer (2,619) (1,879) (338) (196) End of financial year (11,912) (13,937) (1,952) (1,455)

(d) Fair value reserve

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Beginning of financial year 203,724 246,828 25,722 32,435 Effect of change in Singapore tax rate - 78 - - Financial assets, available-for-sale - Fair value gains/(losses) 63,652 (44,769) 3,494 (6,713) - Deferred tax on fair value changes (312) 2,234 - - 63,340 (42,535) 3,494 (6,713)

Transfer to income statement on disposal (1,974) (760) - - Deferred tax on transfer 186 113 - - End of financial year 265,276 203,724 29,216 25,722

Singapore Press Holdings ANNUAL REPORT 2010 105 •••• Notes to the Financial Statements August 31, 2010

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 onthe balance sheets:

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Deferred income tax liabilities: - to be settled within one year 2,199 26,025 2,476 1,318 - to be settled after one year 51,962 54,207 38,653 42,878 54,161 80,232 41,129 44,196

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

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Hedging reserve [Note 5(c)] 414 (1,124) (102) (298) Fair value reserve [Note 5(d)] 126 (2,425) - - 540 (3,549) (102) (298)

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$5.0 million (2009: S$4.2 million) and S$0.1 million (2009: S$0.7 million) respectively 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.

106 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

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:

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 - 126 - - 126 Acquisition of business by a subsidiary [Note 21(c)] 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 - 414 - 414 Currency translation differences (18) - - (18) End of financial year (3,797) (2,440) (64) (6,301)

Singapore Press Holdings ANNUAL REPORT 2010 107 •••• Notes to the Financial Statements August 31, 2010

6. INCOME TAXES (cont’d)

(a) Deferred income taxes (cont’d)

2009

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 66,612 2,636 11,295 2,443 82,986 Effect of change in Singapore tax rate - credited to income statement (3,600) - (628) (2) (4,230) - credited to equity - (78) - - (78) (Credited)/Charged to income statement (2,865) - 13,069 (210) 9,994 Credited to equity - (2,347) - - (2,347) Acquisition of subsidiaries [Note 21(b)] 1,105 - - - 1,105 Currency translation differences 1 - - - 1 Other adjustments 2 - - - 2 End of financial year 61,255 211 23,736 2,231 87,433

(ii) Deferred income tax assets

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

Beginning of financial year (5,795) (1,730) - (7,525) Effect of change in Singapore tax rate 301 96 - 397 Charged/(Credited) to income statement 1,391 - (64) 1,327 Credited to equity - (1,220) - (1,220) Currency translation differences 8 - - 8 Reclassified from current income taxes (188) - - (188) End of financial year (4,283) (2,854) (64) (7,201)

108 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

6. INCOME TAXES (cont’d)

(a) Deferred income taxes (cont’d)

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 - (102) (102) End of financial year (3,222) (400) (3,622)

Singapore Press Holdings ANNUAL REPORT 2010 109 •••• Notes to the Financial Statements August 31, 2010

6. INCOME TAXES (cont’d)

(a) Deferred income taxes (cont’d)

2009

Company

(i) Deferred income tax liabilities

Accelerated Tax Depreciation S$’000

Beginning of financial year 52,245 Effect of change in Singapore tax rate (2,902) Credited to income statement (1,121) End of financial year 48,222

(ii) Deferred income tax assets

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

Beginning of financial year (5,414) - (5,414) Effect of change in Singapore tax rate 301 - 301 Charged to income statement 1,385 - 1,385 Credited to equity - (298) (298) End of financial year (3,728) (298) (4,026)

(b) Income tax expense

Group 2010 2009 S$’000 S$’000

Tax expense attributable to profit is made up of:

Current year - Current tax 108,640 55,794 - Deferred tax (26,835) 12,508 Effect of change in Singapore tax rate - (3,929) 81,805 64,373 Prior years - Current tax (1,363) 655 - Deferred tax (38) (1,187) 80,404 63,841

110 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

6. INCOME TAXES (cont’d)

(b) Income tax expense (cont’d)

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 2010 2009 S$’000 S$’000

Profit before taxation 589,892 482,206

Tax calculated at corporate tax rate of 17% 100,282 81,975 Singapore statutory stepped income exemption (408) (408) Income taxed at concessionary rate (391) (269) Income not subject to tax (21,293) (19,387) Expenses not deductible for tax purposes 5,112 5,925 Deferred tax benefits not recognised 1,137 410 Double tax relief for contributions made to Institutes of Public Character (2,584) (511) Effect of different tax rates in other countries 285 511 Effect of change in Singapore tax rate - (3,929) Tax incentives (361) - Others 26 56 Tax charge 81,805 64,373

7. BORROWINGS

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

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

Unsecured Fixed rate notes [Note 7(b)] 598,453 - 598,453 - Term loan [Note 7(c)] 150,000 150,000 150,000 150,000 Loans from non-controlling interests [Notes 7(d), 7(e) and 7(f)] 111,661 3,463 - - Fixed advance facility [Note 7(g)] 800 800 - - 1,430,914 724,263 748,453 150,000

Borrowings are repayable: Within 1 year 570,800 870 - - Between 1- 5 years 860,114 723,393 748,453 150,000 1,430,914 724,263 748,453 150,000

Singapore Press Holdings ANNUAL REPORT 2010 111 •••• Notes to the Financial Statements August 31, 2010

7. BORROWINGS (cont’d)

(a) As at August 31, 2010, Orchard 290 Ltd (“Orchard 290”), a subsidiary of the Group, had a term loan facility available for drawdown up to the amount of S$610 million (2009: S$610 million) for a tenure of five years from July 11, 2006. Total loan outstanding as at August 31, 2010 amounted to S$570 million (2009: S$570 million).

The term loan facility is secured by way of a legal mortgage on the Group’s investment property (Note 9), a debenture over the assets of Orchard 290, an assignment of rental proceeds from the investment property and the insurances on the investment property.

After taking into account interest rate swap arrangements totalling S$500 million (2009: S$500 million), the effective interest rate as at the balance sheet date on the outstanding term loan of S$570 million was 3.16% per annum (2009: S$570 million, 3.18% 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, 2010, net of transaction costs, comprise S$600 million 5-year unsecured fixed rate notes due on March 2, 2015. Interest at 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, 2010, the Company had an unsecured term loan facility available for drawdown up to the amount of S$150 million (2009: S$150 million) for a tenure of three years from October 22, 2008. Total loan drawn down as at August 31, 2010 amounted to S$150 million (2009: S$150 million).

After taking into account interest rate swap arrangements totalling S$100 million (2009: S$100 million), the effective interest rate as at the balance sheet date on the outstanding term loan of S$150 million was 2.22% per annum (2009: S$150 million, 2.50% per annum).

(d) As at August 31, 2010, Blu Inc (Holdings) Malaysia Sdn Bhd, a subsidiary of the Group, had an outstanding unsecured loan of S$3.0 million (2009: S$3.4 million) from its non-controlling interests, after making partial loan repayment of S$0.4 million (2009: S$0.2 million) during the financial year. The loan is interest-free and has no fixed repayment terms although repayment is not expected within the next twelve months.

(e) In the previous financial year, SPH UnionWorks Pte Ltd (“SPH UnionWorks”), a subsidiary of the Group, had an outstanding unsecured loan of S$0.1 million from its non-controlling interest, NTUC Media Co-operative Ltd. On October 20, 2009, the loan was converted to equity as partial settlement for taking up additional shares in the subsidiary.

(f) As at August 31, 2010, SG Domain Pte Ltd (“SG Domain”), a subsidiary of the Group, had outstanding unsecured loans of S$120.4 million (2009: S$Nil) 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$61.2 million (2009: S$Nil) 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 dueon February 17, 2015 and S$58.0 million is due on August 31, 2015.

At 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$11.7 million.

112 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

7. BORROWINGS (cont’d)

(g) As at August 31, 2010, SPH UnionWorks had an unsecured fixed advance facility of which the total drawdown as at August 31, 2010 is S$0.8 million (2009: S$0.8 million). During the current financial year, the outstanding loans were refinanced. The bank loan of S$0.8 million is unsecured and has a tenure of twelve months from February 26, 2010. As at August 31, 2010, interest is charged at 1.50% (2009: 2.20% - 2.92%) per annum.

(h) 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, 2010, the fixed interest rates were 2.50% (2009: 2.50%) and 3.19% (2009: 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, 2010 are:

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Notional due: Within 1 year (Note 20) 500,000 - - - Between 1 - 5 years (Note 20) 100,000 600,000 100,000 100,000

Fair values* (Note 20) (14,352) (16,792) (2,352) (1,753)

* 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.

(i) As at August 31, 2010, the fair value of the loans from non-controlling interests of SG Domain was S$110.3 million and the fair value of the fixed rate notes was S$623.6 million. The fair values were determined from the cash flow analyses, discounted at market borrowing rates of 3.55% and 1.89% 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.

Singapore Press Holdings ANNUAL REPORT 2010 113 •••• Notes to the Financial Statements August 31, 2010

8. PROPERTY, PLANT AND EQUIPMENT

(a) 2010

Group Leasehold Furniture Land and Plant 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 Transfer in from capital work-in-progress - 18,409 342 - 18,751 Disposals/Written off (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/Written off (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 Transfer 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$3.5 million (2009: S$1.2 million) made in prior years within “Other operating expenses” in the income statement. The recoverable amount of the asset is its fair value less cost to sell.

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

114 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

8. PROPERTY, PLANT AND EQUIPMENT (cont’d)

(b) 2009

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

Cost Beginning of financial year 224,387 754,617 16,819 1,517 997,340 Reclassification - (32) 32 - - Acquisition of a subsidiary [Note 21(b)] - 272 46 - 318 Acquisition of business by a subsidiary [Note 21(c)] - 24 - - 24 Currency translation differences - (14) (14) (2) (30) Additions 18 5,811 826 10 6,665 Transfer in from capital work-in-progress 5,835 13,823 339 - 19,997 Disposals/Written off (1,259) (33,333) (834) (46) (35,472) Disposal of a subsidiary [Note 21(d)] - (105) (1) - (106) End of financial year 228,981 741,063 17,213 1,479 988,736

Accumulated depreciation and impairment losses Beginning of financial year 102,168 407,022 11,045 926 521,161 Currency translation differences - (26) (6) (1) (33) Depreciation charge for the year 6,468 51,501 1,331 277 59,577 Disposals/Written off (1,259) (32,973) (697) (39) (34,968) Disposal of a subsidiary [Note 21(d)] - (86) (1) - (87) (Reversal of impairment charge)/ Impairment charge for the year (1,186) 79 - - (1,107) End of financial year 106,191 425,517 11,672 1,163 544,543

Net book value End of financial year 122,790 315,546 5,541 316 444,193 Capital work-in-progress - 18,341 - - 18,341 Total 122,790 333,887 5,541 316 462,534

Capital work-in-progress Beginning of financial year 3,011 11,107 - - 14,118 Additions 2,824 22,102 339 - 25,265 Transfer out to property, plant and equipment (5,835) (13,823) (339) - (19,997) Transfer out [Note 15(c)] - (1,045) - - (1,045) End of financial year - 18,341 - - 18,341

Singapore Press Holdings ANNUAL REPORT 2010 115 •••• Notes to the Financial Statements August 31, 2010

8. PROPERTY, PLANT AND EQUIPMENT (cont’d)

(c) 2010

Company Furniture Plant 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 Transfer in from capital work-in-progress 17,486 341 - 17,827 Disposals/Written off (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/Written off (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 Transfer out to property, plant and equipment (17,486) (341) - (17,827) End of financial year 19,439 - - 19,439

116 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

8. PROPERTY, PLANT AND EQUIPMENT (cont’d)

(d) 2009

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

Cost Beginning of financial year 646,589 12,701 1,360 660,650 Additions 1,353 41 6 1,400 Transfer in from capital work-in-progress 12,813 243 - 13,056 Disposals (31,867) (381) - (32,248) End of financial year 628,888 12,604 1,366 642,858

Accumulated depreciation and impairment losses Beginning of financial year 344,328 8,735 852 353,915 Depreciation charge for the year 40,887 947 232 42,066 Disposals (31,659) (317) - (31,976) End of financial year 353,556 9,365 1,084 364,005

Net book value End of financial year 275,332 3,239 282 278,853 Capital work-in-progress 18,044 - - 18,044 Total 293,376 3,239 282 296,897

Capital work-in-progress Beginning of financial year 9,493 - - 9,493 Additions 21,364 243 - 21,607 Transfer out to property, plant and equipment (12,813) (243) - (13,056) End of financial year 18,044 - - 18,044

Singapore Press Holdings ANNUAL REPORT 2010 117 •••• Notes to the Financial Statements August 31, 2010

9. INVESTMENT PROPERTIES

Group 2010 2009 S$’000 S$’000

Investment properties Cost Beginning of financial year 1,247,527 1,205,070 Additions 8,280 42,498 Written off (3,172) (41) End of financial year 1,252,635 1,247,527

Accumulated depreciation and impairment losses Beginning of financial year 73,062 64,890 Depreciation charge for the year 9,319 8,175 Written off (723) (3) End of financial year 81,658 73,062

Net book value at end of financial year 1,170,977 1,174,465

Investment property under development Beginning of financial year - - Additions 559,092 - Net book value at end of financial year 559,092 -

Total net book value 1,730,069 1,174,465

Fair value 2,841,992 2,039,227

During the financial year, the Group acquired an investment property, The Clementi Mall. The mall, currently under development, is targeted to commence operations and generate income in the first half of 2011.

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 property, Paragon on Orchard Road, was carried out using the income method. Fair value of the investment property, The Clementi Mall on Commonwealth Avenue West/Clementi Avenue 3, was determined based on the income method and residual land value method and carried out on August 31, 2010.

No allowance for impairment is required as the carrying amount of each investment property is not expected to exceed its recoverable amount, which is the higher of the fair value less cost to sell and its value-in-use.

The Paragon on Orchard Road, with a carrying amount of S$1,161.6 million (2009: S$1,164.9 million), is mortgaged to a bank as security for the loan facility of S$610 million (2009: S$610 million) granted to Orchard 290 [Note 7(a)].

118 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

9. INVESTMENT PROPERTIES (cont’d)

The following amounts are recognised in the income statement:

Group 2010 2009 S$’000 S$’000

Rental income 132,327 121,180

Direct operating expenses arising from investment properties that generated rental income (43,072) (35,176)

10. DEVELOPMENT PROPERTIES

Group 2010 2009 S$’000 S$’000

Sold development properties Aggregate costs incurred and profits recognised to-date 673,483 467,167 Less: Progress billings (565,803) (139,111) 107,680 328,056

Analysed as: Due from customers [Note 18(b)] 107,680 328,056

Pursuant to the requirement under the Residential Property Act, the Group obtained a banker’s guarantee of S$28 million in prior years. This was secured by way of a legal mortgage on the Group’s development properties and an assignment of sales proceeds from the development properties.

During the financial year, the Group obtained the Temporary Occupation Permits for the development properties. Consequently, the banker’s guarantee and the securities provided for the banker’s guarantee were discharged.

Singapore Press Holdings ANNUAL REPORT 2010 119 •••• Notes to the Financial Statements August 31, 2010

10. DEVELOPMENT PROPERTIES (cont’d)

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 2010 2009 S$’000 S$’000

Increase/(Decrease) in:

Income Statement Revenue from sale of development properties 451,840 (242,454) Profit after taxation 299,855 (161,592)

Balance Sheet Retained earnings as at beginning of financial year (299,855) (138,263) Due from customers as at end of financial year - (324,283) Deferred income tax liabilities as at end of financial year - (24,429)

11. INVESTMENTS IN SUBSIDIARIES

Unquoted equities

Company 2010 2009 S$’000 S$’000

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

* 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 31. A list of other operating subsidiaries in the Group can be found on pages 160 and 161 of the annual report.

Details of the acquisition and disposal of subsidiaries are set out in Notes 21(b) and 21(d) respectively.

120 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

12. INVESTMENTS IN ASSOCIATES

Unquoted equities

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Beginning of financial year 45,600 45,582 29,326 21,326 Currency translation differences (4) (106) - - Acquisition of associates - 419 - - Acquisition of additional interest in an associate - 33 - - Additional consideration paid on interests in associates 5,484 12,218 - 8,000 Reclassification from investment in a subsidiary [Note 21(d)] - 29 - - Gain on dilution of an associate 5 - - - Disposal of an associate - (7,110) - - Share of net profit/(loss) of associates 5,185 (3,268) - - Dividends received from associates (171) (2,197) - - Write-back of allowance for impairment of an associate 4 - - - End of financial year 56,103 45,600 29,326 29,326

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

Group 2010 2009 S$’000 S$’000

Assets 562,612 208,896 Liabilities 422,254 48,664 Revenues 310,808 290,528 Net profit 11,095 2,167

A list of associates of the Group can be found on page 162 of the annual report.

Singapore Press Holdings ANNUAL REPORT 2010 121 •••• Notes to the Financial Statements August 31, 2010

13. INVESTMENTS IN JOINTLY-CONTROLLED ENTITIES

Unquoted equities

Group 2010 2009 S$’000 S$’000

Beginning of financial year 17,441 15,652 Acquisition of a jointly-controlled entity - 225 Additional consideration paid on interests in jointly-controlled entities - 5,844 Share of net loss (6,541) (5,299) Others 102 1,019 End of financial year 11,002 17,441

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% (2009: 33.33% to 50%) of the assets and liabilities and revenues and expenses of the jointly-controlled entities as at August 31, 2010 should proportionate consolidation be adopted.

Group 2010 2009 S$’000 S$’000

Assets - Current assets 12,043 17,622 - Non-current assets 2,735 2,606 14,778 20,228

Liabilities - Current liabilities 3,938 3,750 - Non-current liabilities 1,586 1,233 5,524 4,983

Net assets 9,254 15,245

Revenues 1,508 1,191 Expenses (8,049) (6,490) Net loss (6,541) (5,299)

A list of jointly-controlled entities of the Group can be found on page 162 of the annual report.

122 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

14. LONG-TERM INVESTMENTS

Long-term investments classified as available-for-sale financial assets include the following:

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Quoted securities - Equities 300,451 239,716 31,633 28,146

Unquoted securities - Equities 3,061 3,175 - - - Investment funds 2,714 2,027 - - 306,226 244,918 31,633 28,146

The quoted equities are listed in Singapore.

15. INTANGIBLE ASSETS

Group 2010 2009 S$’000 S$’000

Arising from business combinations - Goodwill [Note 15(a)] 34,024 35,846 - Technology, trademark, licences, mastheads and others [Note 15(b)] 14,172 15,279

Acquired separately - Technology and licences [Note 15(c)] 1,143 1,503 49,339 52,628

Singapore Press Holdings ANNUAL REPORT 2010 123 •••• Notes to the Financial Statements August 31, 2010

15. INTANGIBLE ASSETS (cont’d)

(a) Arising from business combinations - Goodwill

Group 2010 2009 S$’000 S$’000

Cost Beginning of financial year 36,201 30,546 Acquisition of subsidiaries [Note 21(b)] - 5,404 Acquisition of business by a subsidiary [Note 21(c)] 390 23 Currency translation differences (926) 359 End of financial year 35,665 36,332

Accumulated impairment Beginning of financial year (355) (355) Impairment charge [Note 15(d)] (1,286) (131) End of financial year (1,641) (486)

Net book value 34,024 35,846

(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

2010

Cost Beginning of financial year 6,518 12,918 19,436 Acquisition of business by a subsidiary [Note 21(c)] - 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 26) (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

124 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

15. INTANGIBLE ASSETS (cont’d)

(b) Arising from business combinations - Technology, trademark, licences, mastheads and others (cont’d)

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

2009

Cost Beginning of financial year - 11,892 11,892 Acquisition of subsidiaries [Note 21(b)] 6,518 1,800 8,318 Acquisition of business by a subsidiary [Note 21(c)] - 318 318 Currency translation differences - 8 8 Written off - (1,100) (1,100) End of financial year 6,518 12,918 19,436

Accumulated amortisation Beginning of financial year - (2,376) (2,376) Amortisation charge (Note 26) (493) (1,574) (2,067) Currency translation differences - 186 186 Written off - 100 100 End of financial year (493) (3,664) (4,157)

Net book value 6,025 9,254 15,279

Singapore Press Holdings ANNUAL REPORT 2010 125 •••• Notes to the Financial Statements August 31, 2010

15. INTANGIBLE ASSETS (cont’d)

(c) Acquired separately - Technology and licences

Group 2010 2009 S$’000 S$’000

Cost Beginning of financial year 1,804 - Additions - 759 Transfer from work-in-progress [Note 8(b)] - 1,045 End of financial year 1,804 1,804

Accumulated amortisation Beginning of financial year (301) - Amortisation charge (Note 26) (360) (301) End of financial year (661) (301)

Net book value 1,143 1,503

(d) Impairment of goodwill

During the financial year, the Group has recognised an impairment charge of S$1.3 million (2009: S$0.1 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. OTHER NON-CURRENT ASSETS

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Staff loans 3,526 3,981 3,046 3,484 Sundry debtors 1,266 903 147 169 Others 65 65 - - 4,857 4,949 3,193 3,653

126 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

17. INVENTORIES

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Raw materials and consumable stores 27,511 29,907 26,673 29,059 Allowance for write-down of inventories (537) (537) (519) (528) 26,974 29,370 26,154 28,531

The cost of inventories recognised as an expense and included in materials, consumables and broadcasting costs in the income statement amounts to S$108.0 million (2009: S$144.7 million).

During the financial year, the Group made an allowance for stock obsolescence amounting to S$9,000 (2009: reversal of allowance of S$0.2 million), and wrote off inventories totalling S$9,000.

18. TRADE AND OTHER RECEIVABLES

(a) Non-current

Company

The loans to a subsidiary of S$325.6 million (2009: S$Nil) 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.

At 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$22.3 million.

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

Singapore Press Holdings ANNUAL REPORT 2010 127 •••• Notes to the Financial Statements August 31, 2010

18. TRADE AND OTHER RECEIVABLES (cont’d)

(b) Current

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Trade receivables - Non-related parties 145,063 115,653 100,762 95,148 - Less: Allowance for impairment of receivables – non-related parties (10,177) (9,701) (8,366) (7,892) 134,886 105,952 92,396 87,256

- Development properties - Due from customers (Note 10) [Note 18(b)(i)] 107,680 328,056 - -

Amount owing by - Subsidiaries [Note 18(b)(ii)] - - 847,914 584,291 - Associates [Note 18(b)(iii)] 53 21 - - - Jointly-controlled entities [Note 18(b)(iv)] 103 537 37 27 156 558 847,951 584,318

Loans to subsidiaries [Note 18(b)(v)] - - 302,422 108,953

Accrued interest 2,384 1,231 40 64 Sundry debtors 7,478 10,098 2,881 4,317 Prepayments 5,249 5,962 3,414 2,775 Staff loans 1,434 1,471 1,310 1,331

259,267 453,328 1,250,414 789,014

(i) 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. The amounts due will be invoiced to the purchasers progressively in accordance with the schedule stated in the sale and purchase agreements.

(ii) The amounts owing by subsidiaries, net of allowance for impairment of S$0.5 million (2009: S$0.4 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 owing by subsidiaries, net of allowance for impairment of S$2.9 million (2009: S$2.9 million), are unsecured and repayable on demand. The loans are interest-free except for an amount of S$210.0 million (2009: S$Nil) which bears a fixed interest rate of 1.5% per annum.

128 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

19. SHORT-TERM INVESTMENTS

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Internally-managed Available-for-sale financial assets [Note 19(a)] 830,883 411,052 205,145 169,940 Financial assets at fair value through profit or loss [Note 19(b)] 65,686 37,520 - - 896,569 448,572 205,145 169,940

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

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Quoted securities*: - Equities 37,119 35,744 - - - Bonds 506,188 210,027 99,975 109,940 - Investment funds 239,359 120,429 105,170 60,000 782,666 366,200 205,145 169,940

Unquoted securities: - Equities 274 187 - - - Investment funds 47,943 44,665 - - 48,217 44,852 - -

830,883 411,052 205,145 169,940

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

Group 2010 2009 S$’000 S$’000

Quoted securities*: - Designated at fair value on initial recognition - Bonds 65,686 37,520

* Quoted equities and bonds are mainly invested in Singapore. Quoted investment funds are invested in globally diversified portfolios with no significant concentration risk.

Singapore Press Holdings ANNUAL REPORT 2010 129 •••• Notes to the Financial Statements August 31, 2010

20. DERIVATIVE FINANCIAL INSTRUMENTS

Analysed as:

Group

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

2010

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

Current Cash flow hedge - Interest-rate swaps [Note 7(h)] 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

2009

Non-current Cash flow hedge - Interest-rate swaps [Note 7(h)] 600,000 - 16,792

Current Derivatives that do not qualify as hedges - Currency forwards 121,299 1,002 129 - Cross currency swap 5,764 1,298 - 2,300 129

130 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

20. DERIVATIVE FINANCIAL INSTRUMENTS (cont’d)

Company

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

2010

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

Current Derivatives that do not qualify as hedges - Currency forwards 6,095 35 33

2009

Non-current Cash flow hedge - Interest-rate swaps [Note 7(h)] 100,000 - 1,753

Current Derivatives that do not qualify as hedges - Currency forwards 36,026 131 47

Singapore Press Holdings ANNUAL REPORT 2010 131 •••• Notes to the Financial Statements August 31, 2010

21. CASH AND CASH EQUIVALENTS

(a) Cash and cash equivalents at the end of the financial year comprise the following:

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Cash held as fixed bank deposits 427,354 269,776 221,340 118,664 Cash and bank balances 33,641 29,477 10,078 9,973 460,995 299,253 231,418 128,637

Included in cash and cash equivalents are the following:

Group 2010 2009 S$’000 S$’000

Amount held as fixed bank deposits under Housing Developers (Project Account) Rules [Note 21(a)(i)] 24,300 25,300

Amount held in project bank account under Housing Developers (Project Account) Rules [Note 21(a)(i)] 3,803 219

Amount held on behalf of management corporation [Note 21(a)(ii)] 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, a general maintenance fund for a completed project has been established before the management corporation is constituted. The funds in the maintenance fund amount can only be applied for the upkeep of the completed project.

132 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

21. CASH AND CASH EQUIVALENTS (cont’d)

(b) Acquisition of subsidiaries

Group At fair values 2009 S$’000

Identifiable assets and liabilities Property, plant and equipment [Note 8(b)] 318 Intangible assets [Note 15(b)] 8,318 Investment in an associate 169 Current assets (including cash) 5,323 Current liabilities (3,123) Deferred income tax liabilities [Note 6(a)(i)] (1,105) Identifiable net assets acquired 9,900 Goodwill on acquisition [Note 15(a)] 5,404 Total purchase consideration [Note 21(b)(i)] 15,304 Less: Cash and cash equivalents of subsidiaries acquired (4,183) Net cash outflow on investments in subsidiaries 11,121

Note (b)(i)

The Group through its wholly-owned subsidiary, SPH Interactive Pte Ltd (“SPHI”), entered into an agreement on September 9, 2008 to acquire the entire issued share capital of Shareinvestor.com Holdings Pte Ltd (“Shareinvestor.com”), an established financial internet portal.

The acquisition was completed on November 17, 2008. A total consideration of S$15 million was paid as at August 31, 2009.

The goodwill is attributable to the value of the acquired businesses and management expertise of Shareinvestor. com Holdings Pte Ltd, its subsidiaries and an associate.

The acquired subsidiaries contributed revenue of S$6.3 million and net profit of S$1.1 million to the Group for the period from November 17, 2008 to August 31, 2009. If the acquisition had occurred on September 1, 2008, Group operating revenue and total profit would have increased by S$2.0 million and S$0.3 million respectively.

Singapore Press Holdings ANNUAL REPORT 2010 133 •••• Notes to the Financial Statements August 31, 2010

21. CASH AND CASH EQUIVALENTS (cont’d)

(c) Acquisition of business by a subsidiary

Group At fair values 2010 2009 S$’000 S$’000

Identifiable assets and liabilities Property, plant and equipment [Note 8(b)] - 24 Current assets (including cash) 10 102 Intangible assets [Note 15(b)] 1,492 318 Deferred income tax liabilities [Note 6(a)(i)] (282) - Identifiable net assets acquired 1,220 444 Goodwill on acquisition [Note 15(a)] 390 23 Total purchase consideration [Note 21(c)(i)] 1,610 467 Less: Cash acquired (10) - Contingent consideration (100) - Net cash outflow on acquisition of business by a subsidiary 1,500 467

Note (c)(i)

2010

On June 14, 2010, the Group’s wholly-owned subsidiary, 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 has 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 has assessed the probability of fulfilling the conditions and has 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.

134 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

21. CASH AND CASH EQUIVALENTS (cont’d)

(c) Acquisition of business by a subsidiary (cont’d)

Note (c)(i) (cont’d)

2009

On September 17, 2008, the Group’s wholly-owned subsidiary, Straits Times Press Pte Ltd, acquired a book publishing business and took over certain contracts and staff from SNP International Publishing for a consideration of S$0.5 million.

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

The acquired business contributed revenue of S$0.9 million and net loss of S$0.3 million to the Group for the period from September 17, 2008 to August 31, 2009.

(d) Disposal of a subsidiary

Group 2009 S$’000

Carrying values of identifiable assets and liabilities Property, plant and equipment [Note 8(b)] 19 Current assets (including cash) 470 Current liabilities (345) 144 Reclassification of remaining 20% equity interest as investment in an associate (Note 12) (29) 115 Profit on disposal 3 Cash proceeds from disposal [Note 21(d)(i)] 118 Less: Cash and cash equivalents in subsidiary disposed (71) Net cash inflow on disposal 47

Note (d)(i)

On October 3, 2008, Magazines Incorporated Pte Ltd (“Magazines Inc”), a wholly-owned subsidiary of SPH Magazines Pte Ltd, entered into a Share Purchase Agreement to sell 80% of its entire stake in the capital of MI Publishing (HK) Co Ltd (“MIHK”) to Sing Tao Holdings (BVI) Limited for a cash consideration of HKD0.6 million (S$0.1 million).

The sale and transfer was completed on November 15, 2008. MIHK is no longer a subsidiary of Magazines Inc but will remain as a 20% associate. It will continue to publish The Peak Hong Kong under a publishing licence arrangement with SPH Magazines Pte Ltd.

Singapore Press Holdings ANNUAL REPORT 2010 135 •••• Notes to the Financial Statements August 31, 2010

22. TRADE AND OTHER PAYABLES

(a) Current

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Trade payables – non-related parties 49,641 54,596 25,799 24,509

Amount owing to - Subsidiaries [Note 22(a)(i)] - - 447,273 418,637 - Associate [Note 22(a)(ii)] - 5 - - - Jointly-controlled entity [Note 22(a)(iii)] 9,281 18,424 9,281 18,406 9,281 18,429 456,554 437,043

Accrued operating expenses 179,973 141,872 129,948 99,586 Sundry creditors 27,947 25,447 14,722 14,130 Collections in advance 20,019 14,494 14,601 10,183

286,861 254,838 641,624 585,451

(i) The amount owing to subsidiaries is non-trade, unsecured and repayable on demand. Except for amount owing to certain subsidiaries of S$36.1 million (2009: S$45.7 million) with effective interest rates ranging from 0.15% to 0.48% (2009: 0.12% to 0.46%) per annum as at the balance sheet date, the amount owing to other subsidiaries is interest-free.

(ii) The amount owing to an associate is non-trade, unsecured, interest-free and repayable on demand.

(iii) The amount owing to a jointly-controlled entity comprises amount owing by the Company to the jointly- controlled entity of S$9.3 million (2009: S$18.4 million) which is non-trade, unsecured, repayable on demand and interest-bearing, with effective interest rates ranging from 0.19% to 0.60% (2009: 0.05% to 1.42%) per annum as at the balance sheet date. The amount owing by a subsidiary to the jointly- controlled entity in the previous financial year of S$18,000 is non-trade, unsecured, interest-free and repayable on demand.

(b) Non-current

Group 2010 2009 S$’000 S$’000

Sundry creditors 21,438 22,858

136 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

23. CAPITAL AND OTHER COMMITMENTS

(a) Commitments for capital expenditure and investments

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Authorised and contracted for - Property, plant and equipment 17,592 16,178 16,899 15,685 - Investment properties 38,229 2,389 - - - Equity funding for an associate 21,963 27,446 - - - Long-term/Short-term investments 69,437 82,478 - - 147,221 128,491 16,899 15,685

(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 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Within 1 year 6,638 7,062 291 306 Between 1 - 5 years 16,152 15,116 48 117 After 5 years 104,584 107,981 - - 127,374 130,159 339 423

The Group and Company leases 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 2010 2009 S$’000 S$’000

Within 1 year 138,808 124,124 Between 1 - 5 years 233,316 220,062 After 5 years 744 8,272 372,868 352,458

The Group leases to third parties various residential/commercial space under non-cancellable operating lease agreements with varying terms, escalation clauses and renewal rights.

Singapore Press Holdings ANNUAL REPORT 2010 137 •••• Notes to the Financial Statements August 31, 2010

24. OPERATING REVENUE

Group 2010 2009 S$’000 S$’000

Newspaper and Magazine Sale of services – Advertisements 733,104 648,277 Sale of goods – Circulation 209,078 214,205 Others 31,943 29,922 974,125 892,404

Property Rental and rental-related services 134,451 123,146 Sale of development properties 221,644 242,454 356,095 365,600

Others Sale of services – Advertisements 22,099 18,108 Sale of services – Multimedia and other services 28,752 25,255 50,851 43,363

1,381,071 1,301,367

25. STAFF COSTS

Group 2010 2009 S$’000 S$’000

Salaries, bonuses and other costs 300,424 253,808 Employers’ contribution to defined contribution plans 32,605 26,666 Share-based compensation expense [Note 5(b)] 7,435 6,422 340,464 286,896

138 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

26. OTHER OPERATING EXPENSES

Group 2010 2009 S$’000 S$’000

Included in other operating expenses are:

Audit fees - Company’s auditors 642 664 - Other auditors 68 85 Non-audit fees# - Company’s auditors 146 81 Rental expense – operating leases 8,332 8,866 Net foreign exchange (gain)/loss from operations (195) 2,517 Amortisation of intangible assets [Notes 15(b) and 15(c)] 2,502 2,368 Impairment of goodwill [Note 15(a)] 1,286 131 Allowance for impairment of trade receivables 2,306 2,084 Bad debts recovery (244) (318) Impairment of property, plant and equipment 2,442 79 Reversal of impairment of property, plant and equipment (3,485) (1,186) Net (profit)/loss on disposal of property, plant and equipment (76) 321 Investment property written off 2,449 38

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

27. FINANCE COSTS

Group 2010 2009 S$’000 S$’000

Interest expense - Bank loans 6,063 10,497 - Fixed rate notes 8,453 - - Loans from non-controlling interests 1,180 - Realised loss on cash flow hedge, transferred from equity [Note 5(c)]* 15,409 11,049 31,105 21,546

* In relation to interest rate swap arrangements in Note 7(h).

Singapore Press Holdings ANNUAL REPORT 2010 139 •••• Notes to the Financial Statements August 31, 2010

28. NET INCOME/(LOSS) FROM INVESTMENTS

Group 2010 2009 S$’000 S$’000

Available-for-sale financial assets Interest income 5,170 3,825 Dividend income 21,442 22,725 Net foreign exchange loss (301) (156) Profit on sale of investments 4,475 3,530 Impairment of investments (78) (4,568) 30,708 25,356

Financial assets at fair value through profit or loss Net fair value gain of internally-managed investments - Designated upon initial recognition 4,658 1,168 - Held for trading - 60 Net loss from funds under management (28) (30,531) Net fair value gain/(loss) of derivative instruments 6,397 (172) 11,027 (29,475)

Deposits with financial institutions Interest income 808 609 Net foreign exchange loss (3,288) (2,676) (2,480) (2,067)

39,255 (6,186)

140 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

29. DIVIDENDS

Group and Company 2010 2009 S$’000 S$’000

Dividends paid: - Final tax-exempt dividend of 9 cents per share in respect of previous financial year (2009: 9 cents per share) 144,304 144,237 - Special final tax-exempt dividend of 9 cents per share in respect of previous financial year (2009: 10 cents per share) 144,303 160,264 - Interim tax-exempt dividend of 7 cents per share (2009: 7 cents per share) 112,386 112,221 400,993 416,722

(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 11 cents per share for the financial year, amounting to a total of S$321.2 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, 2011 when theyare approved at the next annual general meeting.

30. EARNINGS PER SHARE

Group 2010 2009

Basic Diluted Basic Diluted S$’000 S$’000 S$’000 S$’000

Profit after taxation attributable to shareholders of the Company 497,874 497,874 421,881 421,881

Number of Shares Number of Shares ’000 ’000 ’000 ’000

Weighted average number of shares 1,604,500 1,604,500 1,602,980 1,602,980 Adjustment for assumed conversion of - share options - 252 - 36 - performance shares - 9,289 - 9,534 Weighted average number of shares used to compute earnings per share 1,604,500 1,614,041 1,602,980 1,612,550

Basic Diluted Basic Diluted

Earnings per share (S$) 0.31 0.31 0.26 0.26

Singapore Press Holdings ANNUAL REPORT 2010 141 •••• Notes to the Financial Statements August 31, 2010

31. SIGNIFICANT SUBSIDIARIES OF THE GROUP

Effective % Country of of Equity held Name of Subsidiaries Principal Activities Incorporation by the Group 2010 2009 % %

Times Properties Letting properties and provision of Singapore 100 100 Private Limited property management services

Orchard 290 Ltd Holding investments and managing Singapore 100 100 of shopping centres and other commercial properties

Times Development Pte Ltd Property development Singapore 100 100

Singapore News and Holding investments and properties Singapore 100 100 Publications Limited

Singapore Newspaper Holding investments and properties Singapore 100 100 Services Private Limited

Lianhe Investments Pte. Ltd. Holding investments Singapore 100 100 for trading purposes

SPH MultiMedia Private Limited Holding investments Singapore 100 100

SPH AsiaOne Ltd Holding investments Singapore 100 100

SG Domain Pte Ltd Holding investments Singapore 60 -

CM Domain Pte Ltd Holding property investments and Singapore 60 - 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 160 and 161 of the annual report.

32. 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.

142 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

32. 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:

2010 SGD USD Others Total S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 136,702 651 8,422 145,775 Short-term investments 564,501 7,373 - 571,874 Other non-current assets 4,262 23 572 4,857 Cash and cash equivalents 390,847 64,414 5,734 460,995 1,096,312 72,461 14,728 1,183,501

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 (597,824) 57,177 4,954 (535,693)

Less: Net financial liabilities/(assets) denominated in the respective entities’ functional currencies 597,824 (48) (4,201) 593,575

Less: Firm commitments - (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)

Singapore Press Holdings ANNUAL REPORT 2010 143 •••• Notes to the Financial Statements August 31, 2010

32. FINANCIAL RISK MANAGEMENT (cont’d)

(a) Market risk (cont’d)

(i) Currency risk (cont’d)

2009 SGD USD Others Total S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 111,234 638 7,322 119,194 Short-term investments 241,195 6,352 - 247,547 Other non-current assets 4,539 13 397 4,949 Cash and cash equivalents 218,229 75,815 5,209 299,253 575,197 82,818 12,928 670,943

Financial liabilities Trade and other payables (238,474) (14,243) (6,915) (259,632) Borrowings (720,870) - (3,393) (724,263) (959,344) (14,243) (10,308) (983,895)

Net financial (liabilities)/assets (384,147) 68,575 2,620 (312,952)

Less: Net financial liabilities/(assets) denominated in the respective entities’ functional currencies 384,147 (183) (2,294) 381,670

Less: Firm commitments - (2,927) - (2,927)

Less: Currency forwards - (99,432) - (99,432) Cross currency swaps - (5,764) - (5,764) Currency exposure - (39,731) 326 (39,405)

144 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

32. 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:

2010 SGD USD Others Total S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 1,549,874 226 231 1,550,331 Short-term investments 99,975 - - 99,975 Other non-current assets 3,148 - 45 3,193 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 - (5,245) (1,707) (6,952)

Add: Currency forwards - 1,355 774 2,129 Currency exposure - (11,227) (950) (12,177)

Singapore Press Holdings ANNUAL REPORT 2010 145 •••• Notes to the Financial Statements August 31, 2010

32. FINANCIAL RISK MANAGEMENT (cont’d)

(a) Market risk (cont’d)

(i) Currency risk (cont’d)

2009 SGD USD Others Total S$’000 S$’000 S$’000 S$’000

Financial assets Trade and other receivables 785,933 143 163 786,239 Short-term investments 109,940 - - 109,940 Other non-current assets 3,653 - - 3,653 Cash and cash equivalents 97,442 30,925 270 128,637 996,968 31,068 433 1,028,469

Financial liabilities Trade and other payables (568,695) (6,640) (598) (575,933) Borrowings (150,000) - - (150,000) (718,695) (6,640) (598) (725,933)

Net financial assets/(liabilities) 278,273 24,428 (165) 302,536

Less: Net financial assets denominated in the Company’s functional currency (278,273) - - (278,273)

Less: Firm commitments - (2,927) - (2,927)

Less: Currency forwards - (21,615) - (21,615) Currency exposure - (114) (165) (279)

146 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

32. FINANCIAL RISK MANAGEMENT (cont’d)

(a) Market risk (cont’d)

(i) Currency risk (cont’d)

If the USD changes against the SGD by 5% (2009: 5%) with all other variables including tax rate being held constant, the effects arising from the currency exposure will be as follows:

2010 2009 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 (2,285) - (1,656) - - weakened 2,285 - 1,656 -

Company

USD against SGD - strengthened (466) - (5) - - weakened 466 - 5 -

Singapore Press Holdings ANNUAL REPORT 2010 147 •••• Notes to the Financial Statements August 31, 2010

32. 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% (2009: 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:

2010 2009 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 - 90,410 - 71,988 - decreased by - (90,410) - (71,988)

Company

Internally-managed investments - increased by - 6,327 - 5,629 - decreased by - (6,327) - (5,629)

148 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

32. FINANCIAL RISK MANAGEMENT (cont’d)

(a) Market risk (cont’d)

(iii) Interest rate risk

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.

Movements in interest rates will therefore have an impact on the Group. A change of 0.25% (2009: 0.5%) 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.

2010 2009 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) (251) - (500) - Internally-managed investments 39 (1,059) (990) (1,174)

Company

Borrowings (net of interest rate swap) (104) - (208) -

Singapore Press Holdings ANNUAL REPORT 2010 149 •••• Notes to the Financial Statements August 31, 2010

32. 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, cash and bank deposits. 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 Group as at August 31, 2010 was S$0.8 million (2009: S$0.8 million).

The credit risk for trade receivables based on the information provided to key management is as follows:

Group Company 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

By types of customers Advertisement 86,976 78,827 70,932 66,450 Circulation 12,671 14,184 11,525 13,041 Multimedia 2,806 2,129 1,383 1,215 Broadcasting 861 610 - - Rental 1,376 1,149 - - Others 30,196 9,053 8,556 6,550 134,886 105,952 92,396 87,256

(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.

150 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

32. 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 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Past due 0 to 30 days 18,969 18,254 13,343 13,487 Past due 31 to 60 days 6,646 4,991 2,641 2,443 Past due 61 to 90 days 2,284 2,219 594 827 Past due over 90 days 3,108 3,758 795 760 31,007 29,222 17,373 17,517

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 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000

Gross amount 10,177 9,701 8,366 7,892 Less: Allowance for impairment (10,177) (9,701) (8,366) (7,892) - - - -

Beginning of financial year 9,701 10,281 7,892 8,343 Acquisition of subsidiaries - 2 - - Allowance made 2,306 2,084 1,443 1,476 Allowance utilised (1,852) (2,661) (969) (1,927) Currency translation difference 22 (5) - - End of financial year 10,177 9,701 8,366 7,892

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).

Singapore Press Holdings ANNUAL REPORT 2010 151 •••• Notes to the Financial Statements August 31, 2010

32. 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, 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)

At August 31, 2009 Net-settled interest rate swap (8,893) (7,764) (135) - Gross-settled currency forwards - Receipts 114,952 - - - - Payments (114,080) - - - Gross-settled cross currency swap - Receipts 423 423 7,476 - - Payments (404) (404) (6,172) - Trade and other payables (236,774) (9,438) (10,541) (2,879) Borrowings (7,691) (575,382) (153,648) - (252,467) (592,565) (163,020) (2,879)

152 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

32. 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, 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) -

At August 31, 2009 Net-settled interest rate swap (809) (809) (135) - Gross-settled currency forwards - Receipts 36,302 - - - - Payments (36,218) - - - Trade and other payables (575,933) - - - Borrowings (1,524) (1,524) (150,255) - (578,182) (2,333) (150,390) -

(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 22.4% per annum for the current financial year ended August 31, 2010 (2009: 20.5% per annum).

The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended August 31, 2009 and 2010.

Singapore Press Holdings ANNUAL REPORT 2010 153 •••• Notes to the Financial Statements August 31, 2010

32. FINANCIAL RISK MANAGEMENT (cont’d)

(e) Fair value measurements

Effective September 1, 2009, the Group adopted the amendment to FRS 107 which requires disclosure of fair value measurements 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 (is 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).

The following table presents the financial instruments measured at fair value as at August 31, 2010.

Level 1 Level 2 Level 3 Total S$’000 S$’000 S$’000 S$’000

Group

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)

Company

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.

154 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

32. FINANCIAL RISK MANAGEMENT (cont’d)

(e) Fair value measurements (cont’d)

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.

Movement in Level 3 financial instruments for the financial year ended August 31, 2010 is as follows:

Group Available-for-sale financial assets Investment funds Equities S$’000 S$’000

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

33. RELATED PARTY TRANSACTIONS

Key management personnel compensation are as follows:

Group 2010 2009 S$’000 S$’000

Remuneration and other short-term employee benefits 18,214 17,193 Employers’ contribution to defined contribution plans 365 380 Share-based compensation expense 3,639 3,119 22,218 20,692

Staff loans granted to key management personnel 323 251

The above includes total emoluments of the Company’s Directors of S$3.5 million (2009: S$3.1 million).

Singapore Press Holdings ANNUAL REPORT 2010 155 •••• Notes to the Financial Statements August 31, 2010

34. 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.

Information regarding the results of each reportable segment is included in the table below.

2010

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 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

156 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

34. 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 612,446 1,510,891 1,998,228 45,332 - 4,166,897 Investments in associates/ jointly-controlled entities 36,989 - - 30,116 - 67,105 Consolidated total assets 4,234,002

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

Capital expenditure 18,646 - 568,168 4,700 - 591,514 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 written off - - 2,449 - - 2,449

Singapore Press Holdings ANNUAL REPORT 2010 157 •••• Notes to the Financial Statements August 31, 2010

34. SEGMENTAL INFORMATION (cont’d)

(a) Operating segments (cont’d)

2009 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 892,404 - 365,600 43,363 - 1,301,367 Inter-segmental sales 3,596 - 1,855 1,462 (6,913) - Total operating revenue 896,000 - 367,455 44,825 (6,913) 1,301,367

Result

Segment result 287,938 (6,933) 259,960 (29,614) - 511,351 Finance costs (3,090) - (18,437) (19) - (21,546) Interest income 100 - 465 403 - 968 Share of profits/(losses) of associates and jointly- controlled entities 1,068 - - (9,635) - (8,567) Profit/(loss) before taxation 286,016 (6,933) 241,988 (38,865) - 482,206 Taxation (63,841) Profit after taxation 418,365

Other information

Segment assets 643,881 898,866 1,580,806 48,764 - 3,172,317 Investments in associates/ jointly-controlled entities 31,570 - - 31,471 - 63,041 Consolidated total assets 3,235,358

Segment liabilities 325,653 7,689 655,020 30,518 - 1,018,880 Current income tax liabilities 71,584 Deferred income tax liabilities 80,232 Consolidated total liabilities 1,170,696

Capital expenditure 25,629 - 42,748 6,051 - 74,428 Depreciation 51,973 - 8,416 7,363 - 67,752 Amortisation of intangible assets 1,172 - - 1,196 - 2,368 Impairment of property, plant and equipment - - - 79 - 79 Reversal of impairment of property, plant and equipment (1,186) - - - - (1,186) Intangible assets written off 1,000 - - - - 1,000 Impairment of goodwill - - - 131 - 131 Investment property written off - - 38 - - 38

158 Singapore Press Holdings GROWING with the Times •••• Notes to the Financial Statements August 31, 2010

34. 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 2010 2009 2010 2009 2010 2009 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Singapore 1,352,802 1,274,964 2,551,745 1,961,112 4,183,660 3,175,505 Other countries 28,269 26,403 33,634 41,423 50,342 59,853 1,381,071 1,301,367 2,585,379 2,002,535 4,234,002 3,235,358

35. 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, 2010 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.

36. SUBSEQUENT EVENT

The Group’s wholly-owned subsidiary, Sphere Exhibits Pte Ltd (“Sphere”), entered into an agreement (the “Agreement”) with Eastern Directories Pte Ltd (“EDPL”), a subsidiary of Eastern Holdings Ltd., on June 11, 2010 to acquire the Exhibitions Business and assets of EDPL.

EDPL’s principal activities are the organising of exhibitions marketed and held in Singapore under the respective names, logos and marks “COMEX”, “IT Show”, “World Food Fair” and “Food and Beverage Fair” (“Exhibitions Business”).

The total consideration for the proposed acquisition is S$43.5 million.

Completion of the acquisition will take place on the satisfaction of the conditions in the Agreement.

37. AUTHORISATION OF FINANCIAL STATEMENTS

On October 12, 2010, the Board of Directors of Singapore Press Holdings Limited authorised these financial statements for issue.

Singapore Press Holdings ANNUAL REPORT 2010 159 •••• OPERATING COMPANIES OF THE GROUP as at August 31, 2010

Subsidiaries

Name of Subsidiary Principal Activities Country of Incorporation

701Sou (Beijing) Information Researching and developing search engine The People's Technology Co Ltd software and networking technology and providing Republic of China related services

701Sou (Hong Kong) Pte Ltd Holding investments Hong Kong

Bizlink Exhibition Services Pte Ltd Exhibitions/ convention/ conference organisers Singapore

Blu Inc Holdings (Malaysia) Sdn Bhd Holding investments and providing management Malaysia 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 publishing The People's business Republic of China

Blu Inc Media Sdn Bhd Publishing and distributing magazines and books Malaysia

Blu Inc Media Singapore Pte Ltd Acting as an agent to promote, solicit and generate Singapore advertisement orders

clickTRUE Pte Ltd Providing online marketing and technology services Singapore

CT Point Investments Pte Ltd Holding investments 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

Rednano Pte Ltd Online search and directories Singapore

Shareinvestor Pte Ltd Providing online investor relations services, Singapore developing applications and operating a financial portal

Shareinvestor.com Holdings Pte Ltd Holding investments and providing management Singapore services

SI Portal.com Sdn Bhd Providing online investor relations services, Malaysia developing applications and operating a financial portal

Sin Chew Jit Poh (Singapore) Limited Holding investments and properties Singapore

Singapore Press Holdings (Overseas) Providing marketing and other services and holding Singapore Limited 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

SPH Data Services Pte Ltd Licensing copyrights and trademarks Singapore

160 Singapore Press Holdings GROWING with the Times •••• OPERATING COMPANIES OF THE GROUP as at August 31, 2010

Subsidiaries (CONT’D)

Name of Subsidiary Principal Activities Country of Incorporation

SPH Interactive International Pte Ltd Licensing software, providing technical services and Singapore 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) Limited Holding investments Singapore

Singapore Press Holdings ANNUAL REPORT 2010 161 •••• OPERATING COMPANIES OF THE GROUP as at August 31, 2010

Associates

Name of Associate Principal Activities Country of Incorporation

Beijing Gameaxis Info Ltd Business management and consultancy services The People's Republic of China

GMM Times Co Ltd Publishing and distributing magazines Thailand

Hardware Zone (Philippines) Co Publishing, advertising and providing online services Philippines

Hardware Zone (Thailand) Co Ltd Publishing, advertising and providing online services Thailand

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

Shanghai YouHer Consultancy Consultancy services The People's Limited Republic of China

SI.com (Thailand) Co. Ltd Providing online investor relations services, Thailand developing applications and operating a financial portal

Jointly-controlled Entities

Name of Jointly-controlled Entity Principal Activities Country of 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

Mudah.my Sdn Bhd Online search and directories Malaysia

PT 701Search Providing online classifieds services Indonesia

Shanghai Blu Inc Advertising Co Ltd Advertising and consultancy services The People's Republic of China

Shanghai Goal Media Management Providing management consultancy for media The People's Consulting Co. Ltd. related businesses Republic of China

162 Singapore Press Holdings GROWING with the Times •••• OVERSEAS BUREAUS

AUSTRALIA CHINA (CHONGQING) CHINA (SHANGHAI)

ST Cynthia Low Beian Xingzuo Apartment #25-12 Room 1309B, 13th Floor Tel 61-2-9449-3767 Jiangbeiqu Beichengtianjie No 4 Lansheng Building [email protected] / Chongqing 400020, China 8 Huaihai Road Centre [email protected] Shanghai 200021, China ZB Li Yunlin BT Mohan Kuppusamy Tel 86-23-6770 0067 ZB Tan Eng Teck [email protected] Fax 86-23-6770 1097 Tel 86-21-6319 1992 [email protected] Fax 86-21-6319 1991 Kevin Clarke [email protected] [email protected] Mktg Chen Shouzhang Tel 86-23-6770 0067 EUROPE CHINA (BEIJING) Fax 86-23-6770 1097 [email protected] ST Jonathan Eyal 8th Floor, Unit 05 Tel 44-78-0313 8213 Raffles City Beijing Office Tower CHINA (GUANGZHOU) Fax 44-20-7930 5854 No. 1 Dongzhimen South Street [email protected] Dongcheng District ZB David Yeo Yong Herng Beijing 100027, P.R. China Tel 86-20-8374 0537 202 Drake House Fax 86-20-8374 0512 Dolphin Square ST Peh Shing Huei [email protected] London SW1V 3NN Tel 86-10-6418 1577/ United Kingdom 86-10-6418 1578 Room 1106, Fax 86-10-6418 1580 Peace World Plaza Susan Sachs (Contributor) [email protected] 362-366, Huanshi Dong Road Tel 33-0-6-3125 2129 Guangzhou, [email protected] Grace Ng En-Ling Guangdong Province Tel 86-10-6418 1577/ China 510060 BT Neil Behrmann 86-10-6418 1578 [email protected] Fax 86-10-6418 1580 Mktg Zhang Ming Shi [email protected] Tel 86-138 2610 1468 INDIA (NEW DEHLI) [email protected] Ho Ai Li ST Ravi Velloor Tel 86-10-6418 1577/ CHINA (HONGKONG) HP 91-9899-622 066 86-10-6418 1578 [email protected] Fax 86-10-6418 1580 1308, 13th Floor, Tower Two [email protected] Lippo Centre, No. 89 G-702, Ambience Lagoon Queensway, Hong Kong Apartments ZB Han Yong Hong NH-8, GURGAON Tel 86-10-6418 1586 ST Refer to Beijing Bureau India 122002 Fax 86-10-6418 1584 [email protected] ZB Norman Yik Nirmala Ganapathy Tel 852-2524 6191 HP 91-11-9891 257 047 Chan Cheow Pong Fax 852-2524 7394 [email protected] Tel 86-10-6418 1585 [email protected] Fax 86-10-6418 1584 N-12 Tara Apartment [email protected] Mktg Don Li Alaknanda Tel 852-2877 9076 New Delhi, 1100019 ZB General Line : Fax 852-2522 0950 India Tel 86-10-6418 1587 [email protected]

Echo Cheung Tel 852-2877 9076 Fax 852-2522 0950 [email protected]

Amanda So Tel 852-2877 9076 Fax 852-2522 0950 [email protected]

Singapore Press Holdings ANNUAL REPORT 2010 163 •••• OVERSEAS BUREAUS

INDONESIA (JAKARTA) KOREA (SEOUL) Unit A-19-5 Northpoint Office Mid Valley City Suite 1401, 14th Floor ZB Kang Gwi Young No 1 Jalan Medan Syed Deutsche Bank Building Tel 011-9940 3982 Putra Utara Jalan Imam Bonjol 80 [email protected] 59200 Kuala Lumpur Jakarta 10310 MALAYSIA (KUALA LUMPUR) Mktg Janise Low ST Lynn Lee Chiu Lyn Tel 603-2287 2262 Tel 62-21-3983 1469 Suite 11A, Level 11, MNI Twins Fax 603-2287 2201 HP 62-81-1984-8922 Tower 2, No. 11 Jalan Pinang [email protected] Fax 62-21-3983 1466 50450 Kuala Lumpur [email protected] Malaysia Cheong Yue-Jin Tel 603-2287 2262 Wahyudi Soeriaatmadja ST Carolyn Hong Fax 603-2287 2201 Tel 62-21-3983 1469 Tel 02-03-2162 0011 [email protected] HP 62-81-5905 2421 Fax 02-03-2164 6439 Fax 62-21-3983 1466 [email protected] Wong Siang Ling [email protected] Tel 603-2287 2262 Leslie Lopez Fax 603-2287 2201 General Line : (Senior Regional [email protected] Tel 62-21-3983 1465 Correspondent) Tel 02-03-2162 0011 Jamie Roscom JAPAN (TOKYO) Fax 02-03-2164 6439 Tel 603-2287 2262 [email protected] Fax 603-2287 2201 ST Kwan Weng Kin [email protected] Tel 81-3-3442 4258 Hazlin Bte Hassan [email protected] Tel 02-03-2162 0011 PHILIPPINES (MANILA) Fax 02-03-2164 6439 2-16-49-503 Takanawa [email protected] 339 Lirio Street Minato-ku, Tokyo Palm Village, Makati Japan 108-0074 Elizabeth Looi Manila, Philippines Tel 02-03-2162 0011 BT Anthony Rowley Fax 02-03-2164 6439 ST Alastair McIndoe Tel 81-3-5467 4656 [email protected] Tel 63-2-890 0841 Fax 81-3-5467 4656 HP 63-916-578 1924 [email protected] BT S Jayasankaran [email protected] Tel 02-03-2162 0011 ZB Foo Choo Wei Fax 02-03-2164 6439 TAIWAN (TAIPEI) Tel 090-8567 9193 [email protected] [email protected] [email protected] 2F., No. 130, Bo-Ai Road Jhong Jheng District Mktg Sayoko Kon Pauline Ng Taipei City 100, Taiwan (R.O.C.) Tel 81-3-3582 6259 Tel 02-03-2162 0011 Fax 81-3-3589 5480 Fax 02-03-2164 6439 ST Lee Seok Hwai [email protected] [email protected] Tel 886-2-2370 3727 [email protected] Fax 886-2-2370 9762 Hiroshi Okawa [email protected] Tel 81-3-3582 6259 Fax 81-3-3589 5480 ZB Sim Tze Wei [email protected] Tel 886-2-2383 2732 Fax 886-2-2375 7822 5A, 6-28 Akasaka, 6-chome [email protected] Minato-ku, Tokyo 107-0052 Japan

164 Singapore Press Holdings GROWING with the Times •••• OVERSEAS BUREAUS

THAILAND (BANGKOK) SHANGHAI INVESTMENT OFFICE

170/13 Liberty Park Condo 8A Room 1309B, 13th Floor Sukhumvit Soi 23 Lansheng Building Klong Toey Nua, Wathana 8 Huaihai Road Centre Bangkok 10110, Thailand Shanghai 200021, China

ST Nirmal Ghosh Loo Chin Wah HP 66-8-9897 0802 New Beginnings Fax 66-2-664 2070 Management [email protected] Consulting (Shanghai) Company Limited U.S.A. (MARYLAND) Tel 86-21-6319 1988 Fax 86-21-6319 1991 BT Leon Hadar [email protected] [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]

U.S.A. (WASHINGTON)

National Press Building Suite 916, 529 14th Street, NW Washington, DC 20045 U.S.A

ST Chua Chin Hon Tel 1-202-662 8726 HP 1-202-406 0526 Fax 1-202-662 8729 [email protected]

Tracy Quek Tel 1-202-662 8726 HP 1-202-406 0608 Fax 1-202-662 8729 [email protected]

Singapore Press Holdings ANNUAL REPORT 2010 165 •••• Properties of the Group as at 31 August 2010

Location Tenure Expiry date of Lease Land (Sq M) Built-in (Sq M) Existing Use

Sky@eleven Freehold - 20,638 65,737 273 units of 5, 7, 9 & 11 Thomson Lane condominium housing. TOP 25 May 2010.

Media Centre Leasehold July 15, 2040 24,892 49,131 Industrial 82 Genting Lane

Print Centre Leasehold June 8, 2034 110,075 102,152 Industrial 2 Jurong Port Road

News Centre Leasehold March 2, 2031 21,730 54,296 Industrial 1000 Toa Payoh North

Manhattan House Leasehold October 15, 2068 - 554 Commercial 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

42 Nassim Road Freehold - 1,406 686 Residential 42A Nassim Road Freehold - 1,444 645 Residential 42B Nassim Road Freehold - 1,418 645 Residential

Paragon Freehold - 17,355 94,307 Commercial 290 Orchard Road

The Clementi Mall Leasehold August 31, 2109 - 26,976 Commercial Commonwealth Avenue West/ (being fitted out for Clementi Avenue 3 leasing)

MALAYSIA Awana Condominium Freehold - - 117 Residential Unit 3544 Genting Highlands

HONGKONG Tower Two, Lippo Centre Leasehold February 14, 2059 - 368 Commercial Unit 1308 13th Floor 89 Queensway, Hong Kong

166 Singapore Press Holdings GROWING with the Times •••• 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 of existing ordinary shares Aggregate Number of transferred options Aggregate new ordinary pursuant granted and options shares issued to exercise accepted since exercised since pursuant to of options Aggregate commencement commencement Aggregate exercise of during the awards of 1999 Scheme of 1999 Scheme options options during financial outstanding on 16.07.99 to on 16.07.99 outstanding the financial year year under Name of Director as at 1.9.09 31.8.10 to 31.8.10 as at 31.8.10 under review 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 during the awards outstanding on 5.12.06 to financial year outstanding Name of Director as at 1.9.09 31.8.10 under review as at 31.8.10

Chan Heng Loon Alan Up to 906,400 Up to 1,274,400 121,000 Up to 971,850

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 participants 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.

Singapore Press Holdings ANNUAL REPORT 2010 167 •••• SHAREHOLDING STATISTICS as at 6 October 2010

DISTRIBUTION OF ORDINARY SHAREHOLDERS BY SIZE OF SHAREHOLDINGS

No. of Size of Shareholdings Shareholders % No. of Shares %*

1 - 999 1,514 2.94 661,037 0.04 1,000 - 10,000 39,326 76.49 153,418,128 9.65 10,001 - 1,000,000 10,494 20.41 498,310,331 31.35 1,000,001 and above 82 0.16 937,184,995 58.96 Total 51,416 100.00 1,589,574,491 100.00

* Shareholdings exclude 4,884,205 treasury shares

TWENTY LARGEST ORDINARY SHAREHOLDERS

No. Name No. of Shares %*

1 CITIBANK NOMINEES SINGAPORE PTE LTD 213,526,473 13.43 2 DBS NOMINEES PTE LTD 163,366,983 10.27 3 HSBC (SINGAPORE) NOMINEES PTE LTD 142,887,370 8.99 4 DBSN SERVICES PTE LTD 65,329,438 4.11 5 UNITED OVERSEAS BANK NOMINEES PTE LTD 41,241,942 2.59 6 UOB KAY HIAN PTE LTD 21,554,655 1.36 7 RAFFLES NOMINEES PTE LTD 21,025,115 1.32 8 KO TECK SIANG PTE LTD 16,550,000 1.04 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 DB NOMINEES (S) PTE LTD 11,141,391 0.70 13 UOB NOMINEES (2006) PTE LTD 8,367,057 0.53 14 MERRILL LYNCH (SINGAPORE) PTE LTD 8,319,403 0.52 15 LEE FOUNDATION 8,210,940 0.52 16 OCBC SECURITIES PRIVATE LTD 8,091,206 0.51 17 CHAN SIEW KIM ALICE 8,000,000 0.50 18 NANYANG PRESS (SINGAPORE) LIMITED 7,973,824 0.50 19 BNP PARIBAS SECURITIES SERVICES SINGAPORE 7,913,986 0.50 20 OCBC NOMINEES SINGAPORE PTE LTD 7,705,273 0.48 Total: 800,355,578 50.33

* Shareholdings exclude 4,884,205 treasury shares

168 Singapore Press Holdings GROWING with the Times •••• SHAREHOLDING STATISTICS as at 6 October 2010

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 2,184,939 13.41 1,000,001 and above 6 31.58 14,114,254 86.59 Total 19 100.00 16,299,241 100.00

HOLDERS OF MANAGEMENT SHARES

No. Name No. of Shares %

1 THE GREAT EASTERN LIFE ASSURANCE CO LTD 3,684,160 22.60 2 OVERSEA-CHINESE BANKING CORPORATION LTD 2,738,320 16.81 3 NTUC INCOME INSURANCE COOPERATIVE LIMITED 2,664,001 16.34 4 SINGAPORE TELECOMMUNICATIONS LIMITED 2,167,804 13.30 5 THE DEVELOPMENT BANK OF SINGAPORE LTD 1,548,423 9.50 6 UNITED OVERSEAS BANK LTD 1,311,546 8.05 7 NATIONAL UNIVERSITY OF SINGAPORE 873,445 5.36 8 FRASER & NEAVE, LIMITED 655,747 4.02 9 FULLERTON (PRIVATE) LIMITED 655,747 4.02 10 CHIEF EXECUTIVE OFFICER 12 0.00 11 DIRECTORS (FOUR EACH) 36 0.00 Total: 16,299,241 100.00

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.

Singapore Press Holdings ANNUAL REPORT 2010 169 •••• NOTICE OF ANNUAL GENERAL MEETING SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No : 198402868E)

NOTICE IS HEREBY GIVEN that the Twenty-Sixth 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 Wednesday, December 1, 2010 at 10.30 a.m. for the following business:

Ordinary Business

1. To receive and adopt the Directors’ Report and Audited Accounts for the financial year ended August 31, 2010.

2. To declare a final dividend of 9 cents and a special dividend of 11 cents, on a tax-exempt (one-tier) basis, in respect of the financial year ended August 31, 2010.

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.

(iii) To re-appoint Tony Tan Keng Yam 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.

(iv) To re-appoint Yong Pung How 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 in accordance with the Company’s Articles of Association, and who, being eligible, offer themselves for re-election:

(i) Chan Heng Loon Alan (ii) Ng Ser Miang (iii) Chong Siak Ching

5. To approve Directors’ fees of S$1,088,750 for the financial year ended 31 August 2010 (2009: S$953,000).

6. To approve Directors’ fees of up to S$1,300,000 for the financial year ending 31 August 2011.

7. To appoint Auditors and to authorise the Directors to fix their remuneration.

8. To transact any other business of an Annual General Meeting.

170 Singapore Press Holdings GROWING with the Times •••• NOTICE OF ANNUAL GENERAL MEETING SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No : 198402868E)

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,

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

Singapore Press Holdings ANNUAL REPORT 2010 171 •••• NOTICE OF ANNUAL GENERAL MEETING SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No : 198402868E)

(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”),

(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 earlier of:

(i) the date on which the next Annual General Meeting of the Company is held; and

(ii) the date by which the next Annual General Meeting of the Company is required by law to be held;

(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;

172 Singapore Press Holdings GROWING with the Times •••• NOTICE OF ANNUAL GENERAL MEETING SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No : 198402868E)

“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, 2010

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.), 8 Cross Street, #11-00 PWC Building, Singapore 048424 not less than 48 hours before the time fixed for the meeting.

Singapore Press Holdings ANNUAL REPORT 2010 173 •••• 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, as Chairman of the Nominating Committee and as a member of the Executive Committee. 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. 3(iii):

• Tony Tan Keng Yam will, upon re-appointment, continue as Chairman, as Chairman of the Executive Committee and as a member of the Nominating Committee and Remuneration Committee. He is considered an independent Director.

4. In relation to Ordinary Resolution No. 3(iv):

• Yong Pung How will, upon re-appointment, continue as a member of the Nominating Committee. He is considered an independent Director.

5. In relation to Ordinary Resolution No. 4(i):

• Chan Heng Loon Alan will, upon re-election, continue as a member of the Executive Committee. He is considered a non-independent Director.

6. In relation to Ordinary Resolution No. 4(ii):

• Ng Ser Miang will, upon re-election, continue as a member of the Nominating Committee. He is considered an independent Director.

7. In relation to Ordinary Resolution No. 4(iii):

• Chong Siak Ching will, upon re-election, be appointed a member of the Audit Committee. She is considered an independent Director.

8. Ordinary Resolution No 5 is to approve the payment of Directors’ fees of $1,088,750 for the year ended 31 August 2010, for services rendered by Directors on the Board and on Board Committees.

9. 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 2010 to 31 August 2011. 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.

174 Singapore Press Holdings GROWING with the Times •••• NOTICE OF ANNUAL GENERAL MEETING SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No : 198402868E)

10. The effects of the resolutions under the heading “Special Business” in the Notice of the Twenty-Sixth 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 accounts of the Company and its subsidiaries for the financial year ended 31 August 2010, based on certain assumptions, are set out in paragraph 2.6 of the Letter to Shareholders dated 2 November 2010, which is enclosed together with the Summary Financial Report.

Singapore Press Holdings ANNUAL REPORT 2010 175 •••• This page is intentionally left blank This page is intentionally left blank This page is intentionally left blank

178 Singapore Press Holdings GROWING with the Times •••• PROXY FORM IMPORTANT 1. For investors who have used their CPF monies to buy shares of Singapore Press Holdings Limited (Incorporated in Singapore) Singapore Press Holdings Limited, this Report is forwarded to them FOR (Co. Reg. No. 198402868E) INFORMATION ONLY. 2. This proxy form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

I / We, of being a member/members of the above named Company, hereby appoint the Chairman of the Meeting, or

NRIC/ Proportion of Name Address Passport No. Shareholding(s) (%)

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, 2010 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 No. of No. Resolution votes votes Ordinary Resolutions For Against For Against 1. To adopt Directors’ Report and Audited Accounts 2. To declare a Final Dividend and a Special Dividend 3. To re-appoint Directors pursuant to Section 153(6) of (i) Cham Tao Soon the Companies Act, Cap. 50 (ii) Ngiam Tong Dow (iii) Tony Tan Keng Yam (iv) Yong Pung How 4. To re-elect Directors: (i) Chan Heng Loon Alan (ii) Ng Ser Miang (iii) Chong Siak Ching 5. To approve Directors’ fees for the financial year ended 31 August 2010 6. To approve Directors’ fees for the financial year ending 31 August 2011 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

Total Number of Ordinary Dated this day of 2010 Shares Held Total Number of Management Shares Held Signature(s) of Member(s) / Common Seal

IMPORTANT: PLEASE READ NOTES ON THE REVERSE IMPORTANT

Notes: 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.), 8 Cross Street #11-00, PWC Building, Singapore 048424, 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. Our Mission SPH Brand Statement To Inform, Educate & Entertain To be Southeast Asia’s Leading Media Organisation, Engaging Minds SPH Brand Essence and Enriching Lives Across Multiple Engaging Minds, Enriching Lives Languages and Platforms

CONTENTS 1 Corporate Profile 43 Environmental Sustainability 12 Group at a Glance 44 Employee Commentary 14 Organisation Structure 45 Awards & Accolades 15 Businesses and Products Under the 48 Corporate Governance SPH Group 58 Risk Management 16 Corporate Information 59 SPH Newspapers Readership Trends 17 Group Financial Highlights 60 Daily Average Newspapers Circulation 18 Chairman’s Statement 61 Financial Review 22 Board of Directors 64 Value Added Statement 26 Senior Management 65 Investor Relations 30 CEO’s Overview of Group Operations 66 Investor Reference 36 Significant Events 68 Full Financial Report A Design 40 Corporate Social Responsibility S G N I D L O H S S E R P E R O P A G N I S

GROWINGSINGAPORE PRESS HOLDINGS

ANNUAL REPORT 2010 REPORT ANNUAL WITH THEANNUAL REPORT 2010 TIMES

Singapore Press Holdings Limited 1000 Toa Payoh North News Centre Singapore 318994 www.sph.com.sg Co. Reg. No. 198402868E