Fraser and Neave : Notice of Annual General Meeting

FRASER AND NEAVE, LIMITED

(COMPANY REGISTRATION N0.189800001R)

(INCORPORATED IN SINGAPORE)

NOTICE OF ANNUAL GENERAL MEETING

Date : Tuesday, 24 January 2017 Place : Ballrooms IIand Ill

Level 2, lnterContinental Singapore

80 Middle Road

Singapore 188966

NOTICEIS HEREBY GIVEN that the 11Blh Annual General Meeting of FRASER AND NEAVE, LIMITED (the "Company") will be held at Ballrooms II and Ill, Level 2,lnterContinental Singapore, BO Middle Road, Singapore 188966 on Tuesday,24 January 2017 at 9.30 a.m. for the following purposes:

ROUTINE BUSINESS

1. To receive and adopt the Directors' statement and audited financial statements for the year ended 30 September 2016 and the auditor's report thereon.

2. To approve a final tax--exempt (one tier) dividend of 3.0 cents per share in respect of the year ended 30 September 2016.

3. To pass the following resolutions on the recommendation of the Nominating Committee and endorsement of the Board of Directors in respect of appointment of Directors':

4. "That Mr Timothy Chia Chee Ming, who will retire by rotation pursuant to article 117 of the Constitution of the Company and who, being el gible, has offered himself for re-election, be and is hereby re-appointed as a Director of the Company.'

   Subject to his re-appointment, Mr Chia, who isconsidered an independent Director, will be re-i!ppointed as Chainnan of the Remuneration Committee and a Member of the Audit Committee.

5. "That Mrs Slrlpen Sttasuwan, who wlll retire by rotation pursuant to artlcle 117 of the ConsutuUon of the Company and who, being eligible, has offered herself for r&-electlon, be and is hereby re-appointed as a Director of the Company."

   Subject lo her re-appointment, Mrs Siripen, who is considered an independent Director, will be re-appointed as Chainnan of the Audit Committee and a Member of each of the Remuneration and Nominating Committees.

6. "That Mr Chotiphat BiJananda, who will retire by rotation pursuant to article 117 of the ConstitUtion of the Company and who, being eligible, has offered himself for relection, be and is hereby re-appointed as a Director of the Company."

   Subject to his re-appointment, Mr Chotiphat will continue in office as a Director of the Company.

   10atalled Information on the Dlructcrs who are propoaed to be r&-appolnted can be found under 'Board of Dlrectcni' and 'Corporate Governance' IntheAnnual Report 2016 of the Company.

7. To approve Directors' fees of upto S$2,000,000 payable by the Company for the year ending 30 September 2017 Oast year: up to 5$2,000,000).

8. To re-appoint KPMG LLP as the auditor of the Company and to authorise the Directors to fix their remuneration.

   SPECIAL BUSINESS

   To consider and, if thought fit, lo pass, with or without modifications, the following resolutions, which will be proposed as Ordinary Resolutions:

9. "That authority be and is hereby given to the Directors of the Company to:

10. (i) issue shares of the Company ("sham') whether by way of rights, bonus or otherwise; and/or

    (ii) make or grant offers, agreements or options (collectively, "lnstrumants') that mi ht or would require shares to beissued, including but notlimited to the creation andissue

    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 disaetion deem fit; and

11. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue sharesin pursuance of any Instrument made or granted by the Directors while this Resolutionwas in force,

    provided that:

12. the aggregate number of shares to be issued pursuant lo this Resolution (including shares lo be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares, excluding treasury shares (as calculated in accordance with sub-paragraph (2) below), of which the aggregate numberof shares to be issued other than onapro rata basis to shareholders of the Company (including shares to beissued in pursuance of Instruments made orgranted pursuant lo this Resolution) shall not exceed 20% of the total number of issued shares, excluding treasury shares (as calculated in accordance with sub-paragraph (2) below);

13. (subject lo such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (the "SGX-ST")) for the purpose of detennining the aggregate number of shares that may beIssued under sub-paragraph (1) above, the percentage of Issued shares shall be based on the total number of Issued shares, excluding treasury shares, at the time this Resolution is passed, after adjusting tor:

14. 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 althe time this Resolution is passed; and

15. any subsequent bonus issue, consolidation or subdivision of shares;

16. in exercisingthe authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the ime being in force (unless such compliance has been waived by the SGX-Sn and the Constitution for the time being of the Company; and

17. (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.'

18. "That authority be and is hereby given to the Directors of the Company to:

19. grant awards in accordance with the provisions of the F&N Resbicled Share Plan (the "Restricted Share Plan') and/or the F&N Perfonnance Share Plan (the "Performance Share Plan"); and

20. allot and Issue such number of ordinary shares of the Company as may be required to be delivered pursuant to the vesting of awards under the Restricted Share Plan and/or the Perfonnance Share Plan,

    provided that the aggregate number of new ordinaryshares allotted and issued and/or to be allotted and issued, when aggregated with existing ordinary shares (including shares held in treasury) delivered and/or lo be del vered, pursuant to the Restricted Share Plan and the Performance Share Plan, snan not exceed 10% of the total number ofissued ordinary shares of the Company,excluding treasury shares, from time to time.·

21. "That authority be and is hereby given to the Directors of the Com1?9ny lo allot andissue from time to lime such number of ordinary shares of the Company as may be required to be allotted andissued pursuant to the Fraser and Neave, Limited Scnp Dividend Scheme.'

22. "That:

23. approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual ('Chapter 9") of the Singapore Exchange Securities Trading Limited,for the Company, its subsidiaries and associated companies that are considered to be entities at risk" under Chapter 9, or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the Appendix to the Company's Letter to Shareholders dated 5 January 2017 (the "Letter"), with any party who is of the class of interested persons described in the Appendix to the Letter, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions (the "IPT Mandate');

24. the IPT Mandate shall, unless revoked or varied by the Companyin general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company; and

25. the Directors of the Company and/or any of them be and are hereby authorised to complate and do all such acts and things (Including executing all such documents as may be required) as they and/or he may consider expedient or necessary orin the interests of the Company to give effect lo the IPT Mandate and/or this Resolution.'

10."That

1. for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (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 of the Company rsharn') not exceeding in aggregate the Maximum Percentage (as hereafter defined),at such price or prices as may be delennined by the Directors from time lo ime upto the Maximum Price (as hereafter defined), whether by way of:

2. market purchase(s) on the Singapore Exchange Securities Trading Limited (the "SGX-ST") transacted through the SGX-ST trading system and/or any other securities exchange on which the Shares may for the time being be listed and quoted rOther Exchange'); and/or

3. off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access scheme(s) as may be delennined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed bythe Companies Act,

   and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or,as the case may be, other Exchange as may for the time being be applicable, be and is hereby authorisedand approved generally and unconditionally (the "Share Purchase Mandate");

4. unless varied or revoked by the Company in general meeting, the authority conferred on the DirBClors of the Company pursuantto the Share Purchase Mandate may be exercised by the DirBClors 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 earl est of:

5. the date on which the next Annual General Meeting of the Company is held;

6. the date by which the next Annual General Meeting of the Company is required by lawto be held; and

7. the date on which purchases and acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated; (c) in this Resolution:

"Average Closing Price• means the average of the closing market prices of a Share over the five consecutive market days on which the Shares are transacted on the SGX-ST or, as tile case may be, Other Exchange, immediately preceding the dale of the market purchase by the Company or, as the case may be, the dale of the making of the offer pursuantto Iha off-market purchase, and deemed to beadjusted, In accordance with the Hstlng rules of the SGX-ST,for any corporate action that occurs after the relevant flve-

"date of the making of the offer" means the date on which the Company makes an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the relevant terms of the equal access scheme for effecting the off-market purchase;

"Maximum Percentage• means that number of Issued Shares representing 7% of the Issued Shares as at the date of Iha passing of this RasoluUon (excluding any Shares which are held as treasury shares as at that date); and

"Maximum Prtc:e" In relatlon to a Share to be purchased or acquired, means the purchase price (excluding related brokerage, commission, applicable goods and salVlces tax, stamp duties, clearance fees and other related expenses) which shall not exceed 105% of the Average Closing Price of the Shares; and

(d) the Directors of the Company and/or any of them be and are hereby authorised lo complete and do all such acts and things (including executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.'

By Order of the Board Anthony Cheong Fook Seng Company Secretary

5 January 2017

NOTES:

1. (a) A member of the Company who is not a relevant intennediary is entitled lo appoint not more than two proxies to attend, speak and vote at the meeting. Where such member's fonn of proxy appoints more than one proxy, the proportion of the shareholding concemed to be represented by each proxy shall be specified in the fonn of proxy.

   (b) A member of the Company who is a relevantintermediaryis entitled o appoint more than two proxies to attend,speak and vote atthe meeting, but each proxy must be appointed to exercise the rlphts attached to a different share or shares held by such member. Where such member's fonn of proxy appoints more than two proxies, the number and class of sharesin relation to which each proxy has been appointed shall lie specifiedin the form of proxy.

   "Relevant intermediary" has the meaning ascribed lo it in Section 181 of the Companies Act, Chapter 50.

2. A proxy need not be a member of the Company.

3. The instrument appointing a proxy or proxies must be deposited at the office of the share registrar of the Company, Tricor Barbinder Share Registration Services (Adivision of Tricor Singapore Pte. Ltd.}, 80 Robinson Road #11-02,Singapore 068898, notless than 72 hours before the time appointed for holding the meeting.

EXPLANATORY NOTES:

1. The Ordinary Resolution proposed in item 6 above is to authorise the Directors of the Company from the date of the Annual General Meeting untilthe next Annual General Meeting to issue shares and/or make or grant instruments that might require shares to be issued,andtoissue shares in pursuance of such instruments, up to a limit of 50% of the total number of issued shares of the Company, excluding treasury shares, with a sub-limit of 20% forissues other than on a pro rata basis, calculated as described in the Resolution.

2. The Ordinary Resolution proposed in item 7 above is to authorise the Directors of the Company to offer and grant awards and to issue ordinary shares of the Company pursuant to the F&N Resbicted Share Plan (the "Restrtctecl Share Plan") and the F&N Perfonnance Share Plan (the "Performance Share Plan') provided that the aggregate number of new ordinaryshares allotted andIssued and/or to be allotted andIssued, when aggregated with existing ordinaryshares (Including shares held Intreasury) delivered and/or to bedelivered, pursuant to the Restricted Share Plan and the Performance Share Plan, shall not exceed 10% of the total number of issued ordinary shares of the Company, excluding treasury shares, from time to time. The Committee administering the Restricted Share Plan and the Perfonnance Share Plan currently does not Intend,In any given year,to grant awards under the Restricted Share Plan and the Performance Share Plan which would comprise more than 1% of the total number of issued ordinary shares from time to time (the "Yearly Limit"). However,if the Yearly Limit is not fully util sed in any given year,the balance of the unulilised Yearly Limit may be used bythe Company to make grants of awards insubsequent years.

3. The Ordinary Resolution proposedinitem B above is to authorise the Directors of the Company to allot andissue ordinary shares of the Company pursuant to the Fraser and Neave, Limited Scrip Dividend Scheme to eligible members who, in respect of a qualifying dividend, have elected to receive scrip in lieu of the cash amount of that qualifying dividend.

4. The Ordinary Resolution proposed in item 9 aboveis to renew the mandate to enable the Company, its subsidiaries and associated companies that are considered to be "entities at risk" under Chapter 9 of 11,e Listing Manual,or any of them, to enter into certain interested person transactions with specified classes of interested persons, as described in the Letter to Shareholders dated 5 January 2017 (the "Letter"). Please refer to the Letter for more details.

5. The Ordinary Resolution proposed initem 10 above is to renew the mandate to allow the Company to purchase or otherwise acquire its issued ordinary shares, on the tenns and subject to the conditions set outin the Resolution.

The Company intends to use internal resources or extemal borrowings or a combination of both to finance the purchase or acquisition of its ordinary shares.The amount of financing required for the Company to purchase or acquire its ordinary shares, and the impact on the Company's financial position, cannot be ascertained as atthe date of this Notice as these will depend on the number of ordinary shares purchased or acquired, whether the purchase or acquisitionis made out of capital or profits, 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.

Pure!Y. for lllustratlve purposes only,the flnanclal affects of an assumed purchase or acquisition of (1) 28,915,474 ordinary shares on 12 December 2016 (the "Latest Practleable Data'), representing 2% of the issued ordinary shares (excluding treasury shares) as at that date, and (ii) 101,204,159 ordinary shares on the Latest Practicable Date, representing 7% of the issued ordinary shares (excluding treasury shares) as at that date, at the maximum price of $$2.20 for one ordinary share (being the price equivalent to 5% above the average of the closing market prices of the ordinary shares for the five consecutive market days on which the ordinary shares were traded on the Singapore Exchane Securities Trading Limited immediately preceding the Latest Practicable Date), in the case of a market purchase and an off-market purchase respectively, based on the audited financial statements of the Company and its subsidiaries for the financial year ended 30 September 2016 and certain assumptions, are set out in paragraph 3.7 of the Letter.

Please refer to the Letter for more details.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or repnesentative(s) to attend, speak and vote at the Annual General Meeting and/or any adjoumment thereof, a member of the Company (1) consents to the collection, use and disclosure of the member's personal data by the Company (or Its agents or selVlce providers) for the purpose of the processing, administration and analysis by the Company {or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any- adjournment thereof) and the preparation and compilation of the attendance lists, minutes andother documents relating to theAnnual General Meeting (including any adjournment thereof), andin order for the Company (or its agents or service providers) to comply with any appl cablelaws, listing rules, take-over rules, regulations and/or guidelines (collectively, the "Purposn'), and (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) lo the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(&) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes.