Growth with Synergy

Singapore Press Holdings

Annual Report 2003

1000 Toa Payoh North, News Centre, Singapore 318994www.sph.com.sg

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Financial Review

Group Simplified Financial Position

Segmental Operating Revenue

Segmental Pre-Tax Profit

After-Tax Profit

Earnings Per Share

Operation Margin and Return on Operating Revenue

Return on Shareholders’ Funds and Return on Assets

Revenue Composition

Cost Composition

Gross Dividend Per Share

Net Dividend

Value Added Statement

Group Half-Yearly Results

Financial Report

Directors’ Report

Statement by Directors

Auditors’ Report

Audited Financial Statements

Shareholding Statistics

Overseas Bureaux/Offices

Properties of the Group

Notice of Annual General Meeting

Proxy Form

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Growth With Synergy

Chairman’s Statement

Group Financial Highlights

Board of Directors / Board Committee Members

Executive Officers

Review by Chief Executive Officer

Operational Data

Corporate Information

Financial Calendar

Significant Events

Corporate Governance

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Synergy

Designed by Epigram

Singapore Press Holdings | Annual Report 2003 | Growth in Synergy 1

in V is ion,

From the head honcho down to the journalist, sales canvasser and administrative assistant,everyone in SPH realises that by pulling their strengths together, the Company can forgeahead and remain the leading multimedia content provider in Asia and beyond.

The key to this is effective teamwork: combining diverse talents, abilities and joining forcesto produce an effect greater than the sum of its parts. Teams sharing a common vision createsynergy, and synergy, backed with an impressive track record, brings optimal results – andmotivational satisfaction.

That is why SPH strongly believes in growth with synergy.

Singapore Press Holdings | Annual Report 2003 | Growth in Synergy 32 G R O W T H I N S Y N E R G Y

. . . Expert ise,

. . . Front-End Operat ions,

SPH staff and journalists are the envy of many others. With a stable of 14 newspapers andsix magazines, a broadcasting station offering two free-to-air channels, two joint-ventureradio stations, and an Internet arm, SPH staff have more room and flexibility to venture intonew fields – from journalism, marketing, finance, IT to human resources.

As the Group’s business activities grow in scope and depth, throwing up new opportunities,it can leverage on the expertise and talents from its family of some 3,500 employees.

That is its cutting edge for clinching the job to publish SilverKris, the popular in-flight magazine of Singapore Airlines, as it is able to tap some of its top journalists from variousnewsrooms as editorial consultants. This is just an example of talent-crossing which givesSPH the win-win formula over its competitors in giving value-added services.

By any reckoning, SPH MediaWorks has done well despite a bumpy ride in its first two years.Its Channels U and i have clawed a good chunk of the TV audience market share and ratingsare set to improve with newer and better offerings – thanks to back-up from the Group’sresources, expertise and strong networking support. The recent smooth management transition testifies to the symbiotic link with headquarters and synergistic value.

Within the newsrooms, convergence is the buzzword. Many of SPH’s 1,000 journalists are“amphibious”, just as comfortable writing for newspapers as they are telling their stories infront of the camera to deliver more insightful and impactful news to its growing readershipand audience.

Singapore Press Holdings | Annual Report 2003 | Growth in Synergy 54 G R O W T H I N S Y N E R G Y

. . . Faci l i t ies,

. . . and Service!

SPH advertisers are getting greater value for their advertising dollar with attractive packagedeals for advertising across the wide spectrum of SPH print and TV products. Such cross-advertising increases the reach and visibility of the advertisers’ products and services, andenhances the effectiveness of their advertising.

Advertisers also enjoy better service at SPH with experienced sales staff who can customisepackages to meet different advertising needs. Its creative talents also help to put more zinginto the advertisements to drive home the message more effectively.

SPH moved its key operations to the new high-tech headquarters last year, enabling it todraw on common assets and talents, consolidate its processes and forge a common culture.Common facilities now include the Information Resource Centre – which is a merger of theEnglish and Malay Newspapers Division library previously at Times House in Kim Seng Road,and the Chinese Newspapers Division library, formerly at the Genting Lane News Centre – a modern gym and a 300-seat Auditorium.

This has resulted in greater efficiency, smoother workflow and higher productivity. For staffworking under the same roof, it feels like working for a big happy family business, all sharingthe same aims to grow the Company. And having fun doing it too.

Singapore Press Holdings | Annual Report 2003 | Chairman’s Statement 76 G R O W T H W I T H S Y N E R G Y

It has been a difficult, but reasonably satisfactory yearfor the Company. The modest recovery achieved in thefirst half of the financial year was abruptly reversed inthe second half as the adverse impact of SARS set in.A tight rein on cost enabled us to realise a satisfactoryprofitability in spite of the economic difficulties andcompetition.

The Group’s net profit for the year ended August 312003 was S$378.7 million, up 23.2 per cent from lastyear, while operating revenue was marginally lowerat S$897.8 million. If we were to adjust our shareof MobileOne’s profit, which has been re-classifiedunder long-term investment and a one-time specialcontribution, the profit would have been higher.

Newspapers

Print advertising revenue for the year fell 2.8 per centto S$595.4 million, with classified and recruitmentadvertising being the hardest hit as companies inSingapore restructured in the downturn. Displayadvertising was flat but the telecommunication, fashionand beauty and fast moving consumer goods sectorsregistered some growth. Property, banking and financesectors were weak. Circulationrevenue of S$180.3million, after absorption of S$6.6 million in GST,was 0.6 per cent lower than last year.

The steady circulation revenue is due to our ongoingefforts to improve the quality of our newspapers tomeet the needs of our sophisticated readers. Severalof our newspapers, including The Straits Times Life!section, Lianhe Zaobao, Shin Min Daily News and,more recently, The Sunday Times, were revampedto provide a much more substantial read. Althoughlosses from Streats increased slightly, it is hearteningto note that its monthly revenue has doubled afterit was redesigned in November 2002.

Broadcasting

Two years on, broadcasting subsidiary SPH MediaWorkscontinued to make in-roads and win market share. Itsrevenue and audience reach improved markedly in the

year under review, clearly showing that more advertisersand viewers like what they are getting on the ChineseChannel U and English Channel i. Its innovativeprogramming, attractive promotions and breakthroughideas in local productions have pulled in more viewers.We are committed to building MediaWorks into aregional television powerhouse.

Property and Investments

The newly completed wing of Paragon started tradingin September 2003. All the retail space has been leased.With a total of 610,000 square feet of net lettable space,the property is expected to yield a return on equity ofmore than 8 per cent. The new extension will add morethan S$20 million in revenue annually.

Times House, a landmark press building that served asthe headquarters of The Straits Times and other Englishand Malay newspapers for 45 years, has been put upfor sale by tender as there has been a renewed buyinginterest in freehold land by developers. We remaincommitted to divesting our non-core property assetsat the right price.

Investment income for the year was lower at S$39.6million because of the weak investment climate.Exceptional gains included a S$187.7 million recognitionfrom the partial sale of our stake in MobileOne, partiallyoffset by a S$50 million provision in the valuation ofthe amalgamated Paragon.

Dividends and Share Buy Backs

The Board is committed to returning surplus cashto shareholders. A final dividend of 80 cents pershare, comprising 50 cents normal and 30 centsspecial, has been recommended for approval atthe coming Annual General Meeting (AGM) onDecember 5. Together with the 50 cents per sharepaid out in April, the S$1.30 dividend per share,is reasonable in a difficult year such as this, andshould satisfy most shareholders. Our aim is toreward shareholders who stay with us for thelong term.

Chairman’s Statement

Singapore Press Holdings | Annual Report 2003 | Chairman’s Statement 98 G R O W T H W I T H S Y N E R G Y

Another way of distributing cash to shareholdersis through share buy backs. We bought back1,050,000 shares during the year. Since the sharebuy back mandate was approved, we have boughtback some 4,500,000 shares.

Prospects

Should the Singapore economy grow next year, theGroup’s advertising revenue is expected to grow intandem. However, there are no clear signs yet thatwe are on the road to higher growth. It is thereforedifficult to forecast the overall performance of theGroup in the current financial year.

Directorate

The renewal process at the Board level is continuing.Mr Lee Hee Seng and Mr Wee Cho Yaw have indicatedtheir intention not to seek re-election at the coming AGM.

Both of them have been on the Board since SPH wasestablished in 1984, and prior to that, had served on theboards of the Chinese newspaper companies in theGroup. On behalf of the Board, Management and staff ofSPH, I would like to extend our deepest appreciation toboth of them for their invaluable contributions duringtheir tenure with the Board.

The Board has decided to recommend Dr Philip N. Pillaiand Mr Sum Soon Lim as new directors.

They will stand for election at this AGM. I am certainthat with their diverse experience and knowledge, theywill serve the Group well.

Finally, I would like to thank my fellow Directors fortheir support and guidance during my first year asthe Chairman of the Board. I also want to thank staff,readers, advertisers, vendors and business associatesfor their commitment during these testing times andhelping us stay ahead of the competition. I look forwardto their continued support.

Lim Chin BengChairman

The move into the new headquarters

in Toa Payoh North in late 2001 brought

some 2,300 staff, previously scattered

in different centres, and critical front-

end operations and corporate services

under one roof, for the first time...

... the extended family at Toa Payoh

has led to better communication, work

flow, a sense of belonging among staff

– and more synergy.

Singapore Press Holdings | Annual Report 2003 | Group Financial Highl ights 1110 G R O W T H W I T H S Y N E R G Y

Group Financial Highl ights

2003 2002 ChangeS$’000 S$’000 %

Operating revenue 897,816 903,525 (0.6)

Profit from operations 290,896 311,266 (6.5)Profit before exceptional items 317,144 355,271 (10.7)Profit before taxation 438,904 357,474 22.8Profit after taxation 379,135 307,171 23.4Minority interests (399) 226 NMProfit attributable to shareholders 378,736 307,397 23.2

Shareholders’ interests 2,247,736 2,241,538 0.3Total assets 3,368,245 3,352,669 0.5Total liabilities 1,120,509 1,111,131 0.8Annual dividends for the financial year (net) 374,739* 286,744 30.7

Per share data

Net tangible assets (S$) 6.08 6.06 0.3 Profit before taxation (S$) 1.19 0.97 22.7 Profit attributable to shareholders (S$) 1.02 0.83 22.9 Gross annual dividends for the financial year (cents) 130* 99 30.8Dividend cover for the financial year (times) 1.0 1.1 (9.1)

Value added

Per employee (S$) 167,229 157,548 6.1Per $ employment costs (S$) 2.49 2.48 0.4 Per $ investment in fixed assets (before depreciation) (S$) 0.68 0.69 (1.4)Per $ operating revenue (S$) 0.69 0.70 (1.4)

Profitability ratios % points

Operating margin (%) 32.4 34.5 (2.1)Return on operating revenue (%) 42.2 34.0 8.2Return on shareholders’ funds (%) 16.8 13.7 3.1

* Included proposed final dividend of 50 cents per share and final special dividend of 30 cents per share,

less tax at 22%, to be approved by shareholders at the Annual General Meeting on December 5, 2003.

NM Not meaningful

Operating Revenue

Profit from Operations

Profit Attributable to Shareholders

Shareholders’ Interest

Total Assets

897,816

903,525

290,896

311,266

378,736

307,397

2,247,736

2,241,538

3,368,245

3,352,669

Year 2003

Year 2002

S$’000

Singapore Press Holdings | Annual Report 2003 | Board of Directors / Board Committee Members 1312 G R O W T H W I T H S Y N E R G Y

Board of Directors / Board Committee Members

Lim Chin Beng / Chairman

Mr Lim joined the Board on October 1, 2001

and was appointed Chairman of SPH on

December 13, 2002. He is also Chairman of

Singapore Technologies Aerospace Ltd,

The Ascott Group Ltd and, recently, Valuair

Limited. He is a director of CapitaLand Ltd

and StarHub Pte Ltd, and companies in

the Pontiac Land Group.

He also serves as a director of the Press

Foundation of Singapore Ltd and is a member

of the Public Service Commission.

He was formerly Managing Director and

Deputy Chairman of Singapore Airlines Ltd,

Chairman of the Singapore Tourist Promotion

Board and Singapore’s ambassador to Japan.

Mr Lim graduated from the University of

Malaya (Singapore) in Economics, and

Harvard Business School’s Advanced

Management Program.

Alan Chan Heng Loon / Director and

Chief Executive Officer

Mr Chan was appointed a director and Group

President of SPH on July 1, 2002 and became

its Chief Executive Officer on January 1, 2003.

He is also a director of StarHub Pte Ltd and

Singapore Power Ltd, and Chairman of

PowerGas Ltd. He is a member of the

INSEAD Singapore Council and the

Board of Trustees, Courage Fund.

He has more than 24 years’ experience in

the civil service, spanning the Civil Aviation

Department, the Ministries of Home Affairs,

Defence, Foreign Affairs and the Prime

Minister’s Office. Prior to joining SPH, he

was the Permanent Secretary, Ministry of

Transport. He was also a director of DBS

Group Holdings Ltd and PSA Corporation Ltd.

Mr Chan was a President Scholar and has

been awarded the Public Service Medals

(Gold and Silver). He graduated from the

Ecole Nationale de l’Aviation Civile, France

and holds an MBA (with distinction) from

INSEAD, France.

Michael Fam Yue Onn / Director

Dr Fam was appointed to the Board on

August 8, 1984. He is Executive Chairman

of Fraser and Neave Limited, Chairman of

Asia Pacific Breweries Limited and Centrepoint

Properties Ltd and a director of Times

Publishing Ltd. He is also a member of the

Council of Presidential Advisers, Singapore.

He was formerly Chairman of Singapore Airlines

Limited, Housing Development Board, Mass

Rapid Transit Corporation, and the Council of

Nanyang Technological University, and a direc-

tor of Oversea-Chinese Banking Corporation

Limited, Temasek Holdings (Pte) Ltd, the Public

Utilities Board and Economic Development Board.

Dr Fam holds a Bachelor of Engineering

(First Class Hons) in Civil Engineering from

the University of Western Australia; and

Honorary Degrees of, Doctor of Laws from

the National University of Singapore, Doctor

of Engineering from the University of Western

Australia, and Doctor of Letters from the

Nanyang Technological University. He was

appointed a member of the Order of Nila

Utama, First Class, in 1990.

Lee Hee Seng / Director

Mr Lee was appointed a director on August 4,

1984. He is Deputy Chairman of Overseas

Union Enterprise Ltd, Chairman of the Board of

Trustees of the Singapore Business Federation

and Governor of the Lien Foundation.

Mr Lee was Chairman of Overseas Union

Bank Ltd (OUB), and Senior Deputy Chairman

of United Overseas Bank Ltd after its acquisition

of OUB. He was also a director of various major

public companies, including Times Publishing Ltd.

Mr Lee has a distinguished public service

record, having served as Chairman of the

Housing & Development Board, the Public

Service Commission, the Presidential Elections

Committee and the Lee Kuan Yew Exchange

Fellowship, amongst others.

Mr Lee is an accountant and banker by

qualification. He is a Fellow of various

professional banking and accounting bodies

in Singapore, UK and Australia.

Wee Cho Yaw / Director

Mr Wee was appointed director on August 8,

1984. He is Chairman of United Overseas Bank

Ltd, Far Eastern Bank Ltd, United Overseas

Insurance Ltd, United International Securities

Ltd, Haw Par Corporation Ltd, Overseas Union

Enterprise Ltd, United Industrial Corporation Ltd,

Singapore Land Ltd, United Overseas Land

and Hotel Plaza Ltd.

He is Honorary President of Singapore Chinese

Chamber of Commerce & Industry in addition

to being Chairman of the Board of Trustees,

Chinese Development Assistance Council and

several other civic organizations. He is also a

member of the Asia-Pacific Advisory Committee

New York Stock Exchange.

Mr Wee was previously a director of Times

Publishing Ltd. A career banker, Mr Wee

received Chinese high school education.

Singapore Press Holdings | Annual Report 2003 | Board of Directors / Board Committee Members 1514 G R O W T H W I T H S Y N E R G Y

Tang I-Fang / Director

Mr Tang was appointed a Director on August 8,

1984. He is Executive Chairman of WBL

Corporation Ltd, Chairman of United Engineers

Ltd, Wearnes International (1994) Ltd and Deputy

Chairman of The Straits Trading Company Ltd.

He is also a director of Lee Kuan Yew Exchange

Fellowship Ltd, OCBC, Wearnes & Walden

Investments (Singapore) Ltd and several over-

seas companies. He was formerly a director of

Times Publishing Ltd.

He was awarded the Singapore Businessman

of the Year in 1989. In public services, he

has led several UN Economic Missions for

Asian countries and was Chairman of

Economic Development Board (1968 to 1972)

and its Executive Committee (1975 to 1986);

Chairman of Jurong Town Corporation (1979

to 1986); and Chairman of the Sub-Committee

on Service Sector of Singapore Economic

Committee (1985).

Mr Tang holds a BSc Mech Eng, from National

Central University, China, and an MBA from

Harvard University.

Cheong Choong Kong / Director

Dr Cheong has been a director since March 1,

1997. He is also Chairman and Executive

Director of Oversea-Chinese Banking

Corporation Ltd and Chairman of the National

University of Singapore.

He was previously Deputy Chairman and

Chief Executive Officer of Singapore Airlines

Ltd, Chairman of SIA Engineering Co Ltd and

Singapore Airport Terminal Services Ltd and

director of Air New Zealand Ltd, Ansett

Holdings Ltd and Virgin Atlantic Airways Ltd.

He has also served as a member of the

Singapore International Foundation and

the Singapore-US Business Council.

Dr Cheong holds a BSc (First Class Honours)

in Mathematics from the University of Adelaide,

a MSc and a PhD in Mathematics from the

Australian National University in Canberra.

Yeo Ning Hong / Director

Dr Yeo was appointed to the Board on March 15,

2001. He is a director of DBS Bank Ltd and DBS

Group Holdings Ltd. He also serves on several

business, sports and civic organisations, including

the Singapore-US Business Council, Singapore

Totalisator Board, Singapore Symphony

Orchestra Trust, SEA Games Federation, and

Singapore National Olympic Council. He is also

a member of the Temasek Advisory Panel, and

an Advisor to Far East Organisation.

Dr Yeo is a former Cabinet Minister and

has served in the Ministry of Defence and

Ministry of Communications and Information.

He was previously Chairman of PSA Corporation

Ltd, and Executive Chairman of the Singapore

Technologies Group of Companies.

Dr Yeo holds a MSc, Singapore and a Doctorate

in Philosophy, Cambridge University. He has

a distinguished academic record, having

been conferred several awards and honorary

positions in Singapore and overseas.

Lee Ek Tieng / Director

Mr Lee was appointed a director on March 15,

2001. He is the Group Managing Director of the

Government of Singapore Investment

Corporation Pte Ltd and a director of Fraser &

Neave Ltd. He is also a member of the Lee Kuan

Yew Exchange Fellowship and a director of the

Lee Kuan Yew Scholarship Fund.

He was previously Chairman of the Public

Utilities Board and Temasek Holdings Pte Ltd,

Head of Civil Service and Permanent Secretary

(Special Duties) in the Prime Minister’s Office,

as well as Deputy Chairman of the Monetary

Authority of Singapore.

Mr Lee holds a Bachelor’s Degree in Engineering

from the University of Malaya (Singapore) and

has a Diploma in Public Health Engineering from

the University of Newcastle-Upon-Tyne (UK). He

is a member and Fellow of various professional

engineering bodies in Singapore and overseas.

Ngiam Tong Dow / Director

Mr Ngiam was appointed to the Board on

March 15, 2001. He is Chairman of HDB

Corporation Pte Ltd and a director of United

Overseas Bank Ltd, Yeo Hiap Seng Ltd and

Majulah Connection Ltd.

He was formerly a director of Temasek

Holdings Pte Ltd, Overseas Union Bank Ltd,

Development Bank of Singapore Ltd and

Singapore Airlines Ltd.

Mr Ngiam has a distinguished public service

career, having served as Chairman of the

Housing & Development Board, Central

Provident Fund Board, Economic Development

Board, Telecommunications Authority of

Singapore, and Deputy Chairman of the

Board of Commissioners of Currency. He

was also Permanent Secretary of the Prime

Minister’s Office, the Ministries of Finance,

Trade & Industry, National Development,

and Communications.

Mr Ngiam holds Bachelor of Arts (First Class

Honours) in Economics from the University of

Malaya (Singapore) and Master of Public

Administration from Harvard University.

Lim Kim San / Executive Chairman

(up to December 13, 2002) / Senior Advisor

Mr Lim was appointed Senior Advisor on

January 1, 2003, upon stepping down as

Executive Chairman after 14 years at the helm

of the Group. He reshaped the organisational

and management structure of the Group,

and transformed it into a multi-platform

media organisation.

He is also Chairman of Times Publishing

Ltd, Press Foundation of Singapore Ltd and the

Council of Presidential Advisors, Singapore, and

President of the National Heart Council.

Prior to joining the Group, Mr Lim served as

Cabinet Minister in ministries as diverse as

National Development, Finance, Defence,

Education, Environment and Communications.

He was also Chairman of Housing & Development

Board, Public Utilities Board, Port of Singapore

Authority and Managing Director of Monetary

Authority of Singapore. He started his career

as a banker and industrialist.

Mr Lim has received several national honours,

including the Order of Temasek, NTUC Medal of

Honour, PAP Distinguished Service Medal and

was conferred an Honorary Degree of Doctor of

Laws, National University of Singapore.

Singapore Press Holdings | Annual Report 2003 | Execut ive Off icers 1716 G R O W T H W I T H S Y N E R G Y

Executive Officers

Cheong Yip Seng

Editor-in-Chief, English/Malay Newspapers DivisionMr Cheong has been in journalism for 40 years. InJanuary 1987, he became Editor-in-Chief of the Englishand Malay Newspapers Division, a position he holdstoday. As Editor-in-Chief, he manages four newspapers– The Straits Times, The Business Times, The NewPaper, Berita Harian and he also oversees Streats.

He is a non-executive director of SBS Transit Ltd. In 1997, Mr Cheong received the ASEAN Award for Information.

Chew Keng Juea

Senior Executive Vice President, Chinese Newspapers& Newspaper ServicesMr Chew joined Sin Chew Jit Poh as Senior Managercum Financial Controller in 1979 and has since heldvarious positions in the Group. He is currently SeniorExecutive Vice President in charge of the ChineseNewspapers and Newspaper Services Divisions andChairman, Editorial Committee, Chinese Newspapers.

Mr Chew started his career with the EconomicDevelopment Board in 1972 and later joined AmocoFar East Oil Company before joining SPH. He isChairman of the IFRA Asia Committee and sits on theIFRA International Board. Mr Chew is also currentlyserving on the boards of various civic organisations.

Mr Chew holds a Bachelor of Science from theUniversity of Illinois and a Master of BusinessAdministration in Financial Management fromthe Graduate School of Business, Loyola Universityof Chicago, USA.

Tham Khai Wor

Executive Vice President, MarketingMr Tham is the Executive Vice President, Marketing,responsible for sales and marketing of advertising inthe Malay, Chinese and English newspapers, and headsthe marketing activities of all newspapers. He has beenwith the Group for 31 years.

He was the President of Master Printers’ Associationfrom 1983-1984; and Advertising Media OwnersAssociation, Singapore, for 11 years (1986-1997), and is now their Honorary Advisor. Concurrently, he wasSingapore’s representative in the Asian Federation ofAdvertising Associations, and Governor of the Instituteof Advertising, Singapore.

Arthur Seet Keong Hoe

Executive Vice President, FinanceMr Seet is the Executive Vice President of Finance. Heheld various finance positions in Times PublishingBerhad, and in Singapore Newspaper Services Pte Ltd,including Financial Controller and General Manager,Circulation. Mr Seet has been with the Group for 29 years.

Mr Seet is a director in MobileOne Ltd. He is a Fellowof the Chartered Association of Certified Accountantsand member of the Institute of Certified PublicAccountants of Singapore.

Sng Ngoi May

Executive Vice President, Corporate Services &Corporate RelationsMrs Sng is the Executive Vice President, CorporateServices, responsible for the Group’s Properties,Administration, Information Resource Centre,Legal/Secretariat and Corporate Relations functions.She joined the Group in 1983 as Group EditorialManager and has served in various management positions in the Editorial Support Services and HumanResources divisions.

Mrs Sng is concurrently the General Manager of PressFoundation of Singapore Limited, a charity foundationset up this year. Prior to joining SPH, she was in theGovernment Administrative Service and worked in theMinistries of Health, Finance and Home Affairs.

Mrs Sng holds a Master of Science from the University of Singapore.

Low Huan Ping

Executive Vice President, TechnologyMr Low is the Executive Vice President of Technology.He has been with the Group for 16 years. Previously, he was Chief Executive Officer of SPH AsiaOne Ltd, a subsidiary of SPH, Chairman of CyberWay Pte Ltd anda director of Singapore Cable Vision Limited. Mr Low isa director of MobileOne Ltd.

Mr Low started his career at the Ministry of Defence,where he subsequently headed various IT departments.

Mr Low has a Bachelor of Arts (Honours), Master of Arts from Cambridge University and a Master ofScience from the University of Singapore.

Wee Leong How

Executive Vice President, Human Resources &Executive Director, SPH MediaWorks LtdMr Wee has been with the Group for 19 years, and is currently the Executive Vice President of HumanResources. He is concurrently Executive Director ofSPH’s TV subsidiary, SPH MediaWorks Ltd, andChairman of another subsidiary, SPH Magazines Pte Ltd.

Mr Wee started his career in the Singapore CivilService, first as an engineer in the Ministry of Defencefollowed by a stint in the Foreign Service.

Mr Wee holds a Master of Arts from CambridgeUniversity, where he read Engineering under aSingapore Government scholarship. He also hasa Master of Business Administration from theNational University of Singapore.

Ginney Lim May Ling

Head, Legal & Group Company SecretaryMs Lim is Head of the Legal/Secretariat Departmentand Group Company Secretary. She has been with theGroup since December 1991 and founded theLegal/Secretariat Department in SPH which until herjoining, had no in-house legal department.

Prior to joining SPH, Ms Lim was heading the Legal &Secretariat department of NTUC INCOME. She has over18 years of experience in the legal, corporate secretarialand insurance matters.

Ms Lim holds a Bachelor of Law (Honours) Degree fromthe National University of Singapore. She is also anAssociate of the Institute of Chartered Secretaries andAdministrators and an Associate of the CharteredInsurance Institute. She is a member of the Group 8:Listed Companies Committee of the SingaporeInternational Chamber of Commerce.

Joyce Chee Siew Luan

Head, Internal AuditMrs Chee joined SPH in 1986 as the deputy chief internal auditor and became the head of Internal Auditin 1987. She was responsible for both the internal auditfunctions of SPH and Times Publishing groups until1996. Prior to joining SPH, she headed the internalaudit function of Tan Chong Motors and was the deputyhead of audit in Great Eastern Life Assurance.

She has held the Vice President and Governor positionsin The Institute of Internal Auditors (Singapore) formany terms and has actively contributed to the growthand development of the internal audit profession inSingapore.

Mrs Chee is a Certified Public Accountant (Singapore)and a Certified Internal Auditor (US).

Singapore Press Holdings | Annual Report 2003 | Review by Chief Execut ive Off icer 1918 G R O W T H W I T H S Y N E R G Y

Review by Chief Execut ive Off icerThe adverse impact of the Iraq war, terrorism, theSARS outbreak and a weak economy in the secondhalf year led to a marginal drop of 0.6 per cent inthe Group’s turnover to S$897.8 million for the full year.Against this difficult backdrop, print advertisementrevenue fell by 2.8 per cent to S$595.4 million, largelybecause of a decline in recruitment and classifiedadvertising. Although turnover from newspapers andmagazine dipped by 2.3 per cent to S$789.4 million,the decline was mitigated by increases in broadcastingand multimedia revenue. SPH MediaWorks, the Group’s broadcasting arm, continued to garner a bigger shareof the TV advertising market due to innovative andbetter programming, which pushed its advertising revenue to S$41.6 million from S$27.5 million last year, while losses from operations narrowed to S$40.2 million from S$44.6 million. Operatinglosses from freesheet Streats increased sligthly toS$5.8 million from S$5.2 million.

We ran a tight ship and contained costs in all areasof operations. The cost containment measures led tosavings of 1.1 per cent. Staff costs went down by2 per cent or S$4.9 million, while newsprint cost fellby S$20.9 million or 18.9 per cent due to lower prices.

Performance of core business

Despite competition from foreign newspapers andfreesheets, SPH newspapers held up credibly. Totaldaily average circulation of paid newspapers fell marginally by 0.3 per cent to 1,066,998 copies, although several bucked the trend and continued to perform very well.

Daily average circulation of The Straits Times, SPH’sEnglish flagship daily, for the year was 389,248 copieswhile that for The Sunday Times was 387,205 copies.The AC Nielsen Media Index for 2003 reaffirmed thatThe Straits Times remained the readers’ top choice byfar, with the highest reach among the Professionals,Managers, Executives and Businessmen (PMEBs). Thedaily average circulation of the Chinese flagship daily,Lianhe Zaobao, was 192,165, up slightly by 0.4 per centover last year.

The improved circulation figures confirm the trendthat people are prepared to pay for quality newspapersdespite the availability of freesheets. SPH newspapershave held their ground largely due to the continuingefforts by our editorial teams to improve their contentand design to meet the changing needs of readersand advertisers.

Revamp was the buzzword for the year. The Life! section of The Straits Times took on a livelier imagein September 2002, featuring a different lifestyletheme each day. In November, it was Streats’ turn,which helped enhance its readership profile anddouble its advertising revenue. Among the Chinesenewspapers, Shin Min Daily News was given apartial makeover in September 2002, with improvedcoverage of sports and entertainment news. Thiswas followed by a major makeover of Lianhe Zaobaoin March 2003, giving readers a lighter and morecolourful read, with beefed-up coverage of China.In August 2003, Berita Harian introduced a snazzylifestyle section called Ekstra, targeting the youngreaders. Two of our magazines were also givenmakeovers – Focus Publishing’s You Weekly in May,and SPH Magazines’ Young Parents in June 2003.On the television front, Channel U News alsounderwent a change in August 2003, revampingits content, graphics and studio sets. All these effortshave paid off, attracting more readers and viewers.

This quest by SPH’s products to constantly refreshthemselves to stay ahead won The Straits Timesthe gold awards for best newspaper design andbest newspaper infographics, and Lianhe Zaobaothe gold award for high quality printing at theIFRA Publish Asia Awards in Kuala Lumpur onJuly 30, 2003.

The online editions of the two flagship dailies alsocontinued to be highly popular, with Zaobao.com garnering some 3 million page views daily, of whichmore than half of the viewers are from China, andThe Straits Times Interactive enjoying a daily averageof nearly 1 million page views.

Singapore Press Holdings | Annual Report 2003 | Review by Chief Execut ive Off icer 2120 G R O W T H W I T H S Y N E R G Y

On March 10, 2003, The Business Times Online introduced a subscription model for accessing itsonline edition between 4 am and 2 pm for non-printsubscribers. To reach out to young readers, The StraitsTimes Schools Media Club programme was launchedon August 1, 2003 and quickly attracted 20 schools,boosting The Straits Times by some 12,000 copiesweekly. More schools are expected to join the programme, which targets to raise The Straits Times’weekly subscription by 30,000 copies.

The KBA Commander Presses and associated Feragmailroom lines went into production during the year.The first line started in October 2002 while the otherthree were ready by January 2003. All the four KBApresses are now in the final stages of the acceptancetrials. When the state-of-the-art KBA presses are fullyoperational by end of 2003, SPH newspapers will be able to carry colour pictures and ads from cover to cover.

Key subsidiaries

It was another eventful year for SPH MediaWorks. Both its Chinese Channel U and English Channel i registered the highest jumps in viewership figuresamong the seven free-to-air channels from July 2002 to June 2003, according to the AC Nielsen Media Index for 2003. Channel U’s audience of adult viewers (aged 15 and above) in 2003 went up by 13.6 per cent , while Channel i’s viewership rose by 65.4 per cent. In December 2002, MediaWorks clinched the top trophies at the Asian Television Awards. It was namedBroadcaster of the Year while Channel U wonTerrestrial Channel of the Year. There were more rea-sons to cheer on its second anniversary in May 2003when both channels were bestowed Superbrands bythe Superbrands Council, a leading independentauthority on branding.

Times Periodicals was renamed SPH Magazines Pte Ltdon June 23, 2003 to better reflect the progressive andinternational corporate image of the company. Contractpublishing took flight after the subsidiary secured a

four-year contract to publish Singapore Airlines’ popular in-flight magazine SilverKris. Building on thesuccess of its best-seller Her World, SPH Magazinesalso expanded its business beyond Singapore by goinginto joint ventures to publish Her World Malaysia andHer World Thailand.

Redevelopment work on The Paragon was completedby end of August 2003. The S$43 million new wing atthe former Promenade site transforms the shoppingmall at the heart of Orchard Road into a bigger andtrendier building and added 64 specialty shops to theexisting 120. The mega complex now boasts 430,000 sq ft of lettable retail space.

Cost containment

SPH management and the two unions representingSPH employees – SPH Employees’ Union andSingapore National Union of Journalists – signed twoflexi-wage agreements on December 17, 2002, whichcame into effect on January 1, 2003. A significant feature is the introduction of a Monthly VariableComponent (MVC), under which 2 per cent of the staff’s basic pay is set aside for this in the first year of implementation in 2003, to be followed by another 2 per cent for every subsequent year until the target 10 per cent has been reached.

On January 1, 2003, the company restored wage cuts imposed since November 1, 2001 for executives earning over S$3,000 a month.

Difficult times demand difficult, if painful measures. OnJune 30, 2003, the company retrenched 111 employeesas part of a move to right-size the organisation tomatch the business volume. The retrenchment cost thecompany S$7.2 million in severance payments, butwould save S$5.7 million a year in manpower costs.

Management changes

The year saw a smooth handover of leadership. LimChin Beng was appointed non-executive Chairman ofSPH at the Company’s 18th Annual General Meeting

on December 13, 2002, when Executive Chairman Lim Kim San stepped down after 14 years at thehelm. Lim Kim San remains with SPH as SeniorAdvisor, a post he assumed on January 1, 2003.On the same day, I became the Chief ExecutiveOfficer. I was previously the Group President.

On September 2, 2002, there was a reshuffle of senioreditors in The Straits Times (ST) and The BusinessTimes (BT), as part of the move to redistribute responsibilities and strengthen the capability of theEnglish and Malay Newspapers Division (EMND). STpolitical editor Han Fook Kwang was appointed Editorof the English daily, taking over from Leslie Fong, whois now Editor at Large in charge of the team coveringAsia, especially Greater China. Patrick Daniel, who waseditor of BT, became the Managing Editor of EMND,while Alvin Tay was appointed Editor of BT. This redeployment also led to changes in other senior positions in both the ST and BT newsrooms.

On April 1, 2003, Wee Leong How, Executive VicePresident of Human Resources, was appointedExecutive Director of SPH MediaWorks. A new team of five senior executives was appointed on April 7, 2003 to assist him in managing SPH’s broadcastingarm. They are Man Shu Sum, who is the ChiefOperating Officer (Operations Group), Nalini Naidu,Chief Operating Officer (Media Business Group), James Ang, Senior Vice President (Finance), Kelvin Ma,Senior Vice President (Engineering) and Joseph Tan,Vice President (Information Technology). Lawrence Loh,who heads SPH’s Marketing Planning and Developmentwhich provides research services, took over NaliniNaidu’s job in Display Advertisement.

Role in overcoming SARS

SPH also supported national efforts to overcome theSARS outbreak from April to June 2003. Its newspapersand two television channels played a significant role in educating and updating the public on the deadlyvirus and rallied Singaporeans to cooperate with theGovernment’s tough measures to overcome the crisis.

SPH also pitched in to set up The Courage Fund forneedy SARS patients and their families and TheContact Bowl campaign to speed up contact tracingof SARS victims in case of an outbreak. SPH alsojoined two other media groups to start a SARS televisionchannel as a public service. For its efforts to help thenation battle SARS, SPH was awarded a President’sCertificate of Commendation on National Day.

On its part, SPH was among the first companies to rollout a slew of contingency plans and precautionarymeasures to protect staff and prevent disruption to itsoperations if it was hit by SARS. Critical operations likenewsrooms, prepress and marketing were split into two teams, with the second group working from theGenting Lane building. Staff had to take regular temperature checks while visitors to SPH facilities were screened. SPH also cut advertising rates in themajor newspapers to help businesses tide over the difficult period.

Corporate citizenship

The Group’s support for the arts and community-building efforts remained unwavering during the year. SPH continued to be an active and responsible corporate citizen, contributing S$1.5 million to arts andculture, sports, community events and charity. For the 11th consecutive year, SPH has been named theDistinguished Patron of the Arts by the National ArtsCouncil for its support of arts programmes such as the NAC-SPH Golden Point Award, Singapore Writers’Festival, TheatreWorks’ Writers’ Laboratory and theproduction of The Global Soul at the Singapore ArtsFestival. SPH also supported the Singapore SymphonyOrchestra and Singapore Chinese Orchestra, and wasone of the main sponsors for River Hongbao 2003.

SPH continued its support for wildlife conservationefforts through the adoption of endangered animalslike Inuka, the polar bear, and the SPH ConservationCentre, where a family of rare proboscis monkeys arebeing housed and bred, at the Singapore Zoo. It alsoworked closely with the Singapore Zoo to promote

Singapore Press Holdings | Annual Report 2003 | Review by Chief Execut ive Off icer 2322 G R O W T H W I T H S Y N E R G Y

Channels U and i, which have clawed a

good chunk of the TV audience market

share and ratings, are set to improve

with newer and better offerings –

thanks to back-up from the Group’s

resources, expertise and strong

networking support.

It shows that we have integrated

solutions and that we can develop our

synergy further, and explore the vast

opportunities in the market.

conservation awareness among youths with the SPHJunior Conservationist Awards. Apart from the sponsorship of the Chilean and Carribean Flamingos,and Samson the golden eagle at the Jurong BirdPark,SPH also adopted the All Star BirdShow, a populartourist attraction.

The annual Straits Times School Pocket Money Fundmanaged to raise its targeted S$3 million to help 7,200needy students. To promote the President’s Challenge2003, SPH contributed S$200,000 worth of advertise-ment space. The annual charity fundraiser also saw TheNew Paper and the Chinese Newspapers playing anactive role by raising a total of S$368,634 through tworespective charity events – Be Yourself Day and ShowYou Care, Buy a Tile. The funds went to 45 beneficiariesunder the Community Chest.

In August 2003, SPH donated S$20 million to the PressFoundation of Singapore, a charity body with the statusof an Institution of Public Character (IPC)

Acknowledgements

We have emerged from the difficult year stronger and more resilient and I want to thank our business

associates – advertisers, advertising agents, news vendors and suppliers – and the management, staff and unions for their unwavering commitment and dedication in helping the company weather the storm.There are some signs of recovery in the global economy although the outlook for the year aheadremains cautious. To stay competitive, we need to work closely together to achieve greater operationalefficiency and synergy, as well as seize new growthopportunities. I am confident that our team will rise to the challenge.

Alan Chan Heng LoonChief Executive Officer

Singapore Press Holdings | Annual Report 2003 | Operat ional Data 2524 G R O W T H W I T H S Y N E R G Y

The Straits Times

The Sunday Times

The Business Times

The New Paper

The New Paper on Sunday

Streats*

The Straits Times Weekly

Lianhe Zaobao (Weekday)

Lianhe Zaobao (Sunday)

Lianhe Wanbao (Weekday)

Lianhe Wanbao (Weekend)

Shin Min Daily News (Weekday)

Shin Min Daily News (Weekend)

Friday Weekly

Thumbs Up

Berita Harian

Berita Minggu

Tamil Murasu (Weekday)

Tamil Murasu (Sunday)

Daily Average Circulation for August 2003

* Streats has a controlled circulation of 280,000. It is distributed to HDB estates, landed homes and condominiums,

offices in the CBD, business and technology parks, key public places such as educational institutions, hospitals,

selected country clubs and airlines, and available at busy commuting points.

389,248

387,205

27,519

120,394

152,080

280,000

2,658

190,981

198,326

127,021

120,879

126,541

122,029

65,657

37,088

61,177

68,209

7,928

15,119

SPH Newspapers Gross Readership Trends

SPH Newspapers Net Readership Trends by Language

* Based on adults aged 15 years and above. Source: AC Nielsen.

0

1,000

500

2,000

1,500

3,000

2,500

4,000

3,500

5,000

4,500

2003200220012000199919981997199619951994Year

0

400

200

800

600

1,200

1,000

1,600

1,800

1,400

2003200220012000199919981997199619951994Year

* Based on adults aged 15 years and above. Source: AC Nielsen.

Readers (‘000)

Readers (‘000)

Chinese Newspapers Malay & Tamil NewspapersEnglish Newspapers

Singapore Press Holdings | Annual Report 2003 | Corporate Information 2726 G R O W T H W I T H S Y N E R G Y

Corporate Information

Audit CommitteeTang I-Fang / ChairmanCheong Choong KongLee Ek TiengNgiam Tong Dow

AuditorPricewaterhouseCoopers

8 Cross Street, #17-00, PWC Building, Singapore 048424Audit Partner

Tan Boon Chok (Appointed 2003)

Company SecretariesGinney Lim May LingKhor Siew Kim

Registered Office1000, Toa Payoh North, News Centre, Singapore 318994Tel: (65) 6319 6319Fax: (65) 6319 8282Email: sphcorp@sph.com.sg

Share Registration OfficeBarbinder & Co Pte Ltd

8 Cross Street, #11-00, PWC Building, Singapore 048424

Financial Calendar

Announcement of 2003 Half-Year Results March 28, 2003Payment of 2003 Interim Dividend April 28, 2003Financial Year-End August 31, 2003Announcement of 2003 Full-Year Results October 10, 2003Despatch of Annual Report to Shareholders November 19, 2003Annual General Meeting December 5, 2003Payment of 2003 Proposed Final & Special Dividends December 23, 2003

Others (Cinema, Rediffusion,

Busbacks / Taxi-Tops & Posters)

Advertising Expenditure by Media

FY 2003

Total adspend: S$ 1,722,546

FY 2002

Total adspend: S$ 1,569,064

26.8%

4.5%

35.7%

8.4%

28.5%

4.2%38.9%

* TV includes bonus air-time.

* Newspapers exclude appointments/notices and classified but include display classified for five product

categories: Automobiles, Real Estate, Banking/Finance, Leisure/Travel & Computer. Source: AC Nielsen.

SPH Newspapers

Today

SPH MediaWorks TV

MediaCorp TV

Periodicals

Radio

8.6%

5.8%

3.9%

14.7%

6.6%

3.4%

10%

Singapore Press Holdings | Annual Report 2003 | Signif icant Events 2928 G R O W T H W I T H S Y N E R G Y

S ignif icant Events

September 1, 2002

Life!, the well-read lifestyle section of The Straits Times,was revamped with a new and refreshing masthead andthe introduction of special daily features to engagereaders as part of the “Got Life!” campaign. SundayPlus was also renamed Sunday Life!.

September 1, 2002

To raise funds for the annual President’s Challenge, theChinese Newspapers Division co-organised theNational Treasure Hunt which drew some 14,000 people.It also organised a Horse Sculpture Charity Auction

between September 3 and 9. Together, the two eventsraised S$445,200 for the President’s Challenge 2002.

September 2, 2002

SPH was awarded the Distinguished Patron of the

Arts Award by the National Arts Council for the 10th consecutive year, in recognition of the company’ssteadfast support for local arts.

September 2, 2002

The English/Malay Newspapers Division (EMND)

announced changes in four top editorial positions ina move to strengthen the capability of the division tobetter serve readers. Patrick Daniel, former Editor ofThe Business Times, was appointed Managing Editorof EMND, Leslie Fong, former Editor of The StraitsTimes, became the Editor at Large, while Han FookKwang and Alvin Tay were appointed Editor for TheStraits Times and The Business Times, respectively.

September 16, 2002

Shin Min Daily News was given a makeover, whichadded four pages of sports, entertainment, lifestyle andother news to give readers a more colourful andrefreshing read. The revamp paid off, boosting ShinMin’s circulation by over 7,000 copies daily.

October 1 to December 31, 2002

Launched in 2000, The Straits Times School Pocket

Money Fund entered its third year and, despite the difficult times, managed to raise a record S$3 millionfor 7,200 needy students.

October 26, 2002

SPH was given the Corporate Gold Award by theCommunity Chest to acknowledge its contributions tocommunity service. The Group contributed S$346,000to ComChest in the 2001/2002 financial year, includingits participation in the SHARE programme, under whicha monthly sum is deducted from the SPH employees’pay, with the company matching dollar-for-dollar.

November 11, 2002

SPH named its new building at Toa Payoh North News

Centre, a name transferred from its former headquartersin Genting Lane, to create an identity for the high-techcomplex which now houses more than 2,600 staff.

December 4, 2002

SPH MediaWorks and its Chinese TV channel, Channel U, clinched two of the most prestigiousawards – Broadcaster of the Year and TerrestrialChannel of the Year, respectively – at the 7th AsianTelevision Awards. It also won awards for the BestTalkshow, Best Youth Programme, Best ComedyPerformance By An Actor and Best Original Song.

December 12, 2002

Dr Yaacob Ibrahim, Acting Minister for CommunityDevelopment and Sports, presented cheques totallingS$175,000, raised by the SNPL Charity Fund, to 20 charity organisations from various ethnic groups atNews Centre. The SNPL Charity Fund was set up in1987 to administer public donations received by theChinese Newspapers Division.

December 13, 2002

Lim Chin Beng was appointed the non-executiveChairman of SPH at the Company’s 18th AnnualGeneral Meeting.

January 1, 2003

Lim Kim San stepped down as Executive Chairman ofSPH after 14 years at the helm but remains in theCompany as Senior Advisor. SPH Group President AlanChan became the Chief Executive Officer.

January 12, 2003

Ren Ci Charity Show, SPH MediaWorks’ first majorcharity show, was telecast “live” on Channel U. Themega charity show raised S$6.5 million – the highestamount ever raised in a single event – for the Ren CiHospital and Medicare Centre and propelled ChannelU’s prime-time ratings to a high of 24.2 per cent,according to the Nielsen Media Research.

January 30 to February 5, 2003

The attractions of the Chinese province of Hunan were showcased at the River Hongbao to usher in the Lunar Year of the Goat. For the first time, the cultural performances were held at the Concert Hall of The Esplanade.

February 8, 2003

Channel U and Lianhe Zaobao were official broadcasterand newspaper, respectively, for the Chingay Parade,which was telecast “live” on the channel.

March 14, 2003

The Straits Times started the Mobile News Alert

Service, which sends out the latest news to mobilephones of readers who put in an SMS request at 30cents each.

March 20, 2003

Channel i inked an exclusive distribution deal withParamount International Television to unleash the first-run of Paramount programmes on its channel fromJuly 1, 2003. The deal is part of Channel i’s ongoinginternational alliance initiatives to build it into a leaderin movie and TV content.

March 27, 2003

Lianhe Zaobao was given a total overhaul to make itmore trendy, lively and fun to meet the changing needsand expectations of its readers and advertisers. Theredesigned Chinese daily includes the addition of threenew sections – Zaobao China, zbNow and ZaobaoSports, and more pages for expanded coverage.

Clockwise from left Straits Times Editor Han Fook Kwang (left) receiving the Gold Design Award from Epson Singapore Chairman Fujita Shinichiro. President S R Nathan (third from left) and CEO Alan Chan (second from left) showing support for the Show You Care Buy a Tile charity programmeorganised by Chinese Newspapers Division. SPH MediaWorks celebrates its second anniversary in May 2003.

Singapore Press Holdings | Annual Report 2003 | Signif icant Events 3130 G R O W T H W I T H S Y N E R G Y

April 1, 2003

Wee Leong How was appointed the Executive Directorof SPH MediaWorks, in addition to his portfolio asExecutive Vice President of Human Resources andChairman of SPH Magazines.

April 8, 2003

SPH Magazines signed a four-year contract withSingapore Airlines to publish its popular in-flight magazine, SilverKris. It will leverage on the synergyand talent within SPH to produce SilverKris and explore new contract publishing opportunities.

May 19, 2003

The Straits Times TV News was rebranded Channel i

News to better align it with the channel on which it airsand to develop its own identity.

May 28, 2003

BG George Yeo, Minister for Trade and Industry, officiated at the launch of “Singapore Enterprises in

China: Collection of 40 Success Stories” – a Chinesebook co-published by Lianhe Zaobao.

June, 2003

Young Parents underwent a complete facelift to emerge with brighter layout and pictures, as well asnew sections.

June 5, 2003

Prime Minister Goh Chok Tong, accompanied byMinister for Information, Communications and the ArtsDr Lee Boon Yang, visited the SPH News Centre for adiscussion with SPH journalists on the current issuesand long-term challenges facing Singapore.

June 15, 2003

A birthday bash was organised to celebrate SPH’s new adoption, the All Star BirdShow at the Jurong BirdPark turning 21. The party attracted 13,000 people to theBirdPark.

June 19, 2003

Following its second anniversary celebration in May,SPH MediaWorks was conferred the “Superbrand” titleby the Superbrands Council, an independent arbiter ofbranding. Companies are judged based on goodwill,market dominance, longevity, overall market acceptanceand customer loyalty.

June 19 to 21, 2003

SPH co-sponsored The Global Soul, a TheatreWorksproduction, at the Singapore Arts Festival.

June 23, 2003

Times Periodicals Pte Ltd was renamed SPH Magazines

Pte Ltd to better reflect the progressive and internationalcorporate image of the company.

June 24, 2003

The “80 Engaging Moments” photo exhibition organised by Lianhe Zaobao and The PhotographicSociety of Singapore was launched at the opening of the annual World Book Fair to celebrate LianheZaobao’s 80th anniversary.

July 5, 2003

Fifty aspiring playwrights took part in the SPH-sponsored TheatreWorks’ 24-hour Playwriting

Competition held at the Singapore Turf Club.

July 11, 2003

SPH Magazines joined hands with Berita PublishingSdn Bhd to set up a joint venture company in Malaysiacalled Magazine World Sdn Bhd to publish and distributemagazines, including Her World Malaysia, as well asprovide contract publishing services in Malaysia.

July 17, 2003

SPH Magazines entered into a joint venture with GMM Media Public Company Ltd to publish Her World

Thailand in the first quarter of next year.

July 25, 2003

Lee Ah Bee, Executive Chairman of Amtek EngineeringLimited, was Businessman of the Year, Neil Montefioreof MobileOne (M1) Limited was Chief Executive of theYear and Accord Express clinched the Enterprise Awardat the Singapore Business Awards for 2002 organisedby The Business Times and DHL.

July 30, 2003

The Straits Times won the Best in Newspaper Design(Gold), Best in Newspaper Infographics (Gold) and abronze award for Best in Digital Photography (Sports),and Lianhe Zaobao clinched Best in Print (Gold) for anewspaper printed on the bigger, double-width press,at the prestigious IFRA Publish Asia Awards given outin Kuala Lumpur.

August 6, 2003

Veteran composer and music arranger Iskandar Mirzawon the Achiever of the Year Award, co-organised byBerita Harian and McDonald’s.

August 9, 2003

SPH was awarded the President’s Certificate of

Commendation for its role in helping to overcome theSars outbreak in Singapore. The Group’s newspapersand TV provided information about Sars through the use of easy-to-understand comics, infomercials and programmes.

August 21 to 27, 2003

SPH sponsored the biennial Singapore Writers’

Festival, organised by the National Arts Council. Apartfrom celebrity readings and breakfast with writers, a

poetry slam and SMS haiku competition were introduced at the premier literary event. It culminatedin the NAC-SPH Golden Point Award presentation torecognise the best short-story writers and poets.

August 23, 2003

zbNOW organised the ZPop Concert at the Padang tocelebrate Lianhe Zaobao’s 80th anniversary. Some20,000 people braved the rain and turned up for thisoutdoor event.

August 29, 2003

The New Paper organised the Be Yourself Day wherestudents made a donation to the President’s Challenge2003 to show up in their favourite attire which bestexpresses their personalities.

Clockwise from left ST TV News is rebranded Channel i News. SPH is a co-sponsor of The Global Soul in the Singapore Arts Festival. 20,000 pop fans brave the rain to watch the ZPOP Concert organised by zbNOW. Iskandar Mirza is named the Achiever of the Year.

Singapore Press Holdings | Annual Report 2003 | Corporate Governance 3332 G R O W T H W I T H S Y N E R G Y

Corporate Governance(September 1, 2002 to August 31, 2003)

CORPORATE GOVERNANCE REPORT

SPH is committed to high standards of corporate governance and has adopted a framework of corporate governancepolicies and practices in line with the principles set out in the Code of Corporate Governance (“Code”).

SPH has complied with the full requirements of the Code as well as the Singapore Exchange Listing Manualrequirements. There are other sections in this annual report which have an impact on the disclosures required. Theannual report should be read in totality for SPH’s full compliance.

BOARD OF DIRECTORS

Currently, the Board comprises nine non-executive and independent directors, and one executive director. Details ofthe Directors’ academic and professional qualifications and other appointments are set out on pages 12 to 15 of theAnnual Report.

The independence of each director is reviewed annually by the Nominating Committee (“NC”). The NC adopts the Code’s definition of what constitutes an independent director in its review. As a result of the NC’s review of theindependence of each director for this financial year, the NC is of the view that the non-executive directors areindependent directors and further, that no individual or small group of individuals dominate the Board’s decisionmaking process. The NC is of the view that the current Board comprises persons who as a group, possesses therelevant qualifications, experience and core competencies necessary to manage the Company.

The Company’s Articles of Association (“Articles”) allow for the appointment of a maximum of 12 directors. The NC is of the view that the current board size is appropriate, taking into account the nature and scope of theCompany’s operations.

The Company has a separate Chairman and Chief Executive Officer (“CEO”). The Chairman is a non-executive andindependent director.

The CEO is the chief executive in the Company and bears executive responsibility for the Company’s business, whilethe Chairman bears responsibility for the workings of the Board. The Chairman and the CEO are not related.

The Chairman ensures that board meetings are held when necessary and sets the board meeting agenda in consultationwith the CEO. The Chairman reviews all board papers before they are presented to the Board and ensures that boardmembers are provided with complete, adequate and timely information. As a general rule, board papers are sent todirectors at least one week in advance in order for directors to be adequately prepared for the meeting. Seniormanagement staff are invited to attend board meetings to answer any queries that the directors may have on theCompany’s operations.

The principal responsibilities of the Board are:1. Reviewing and approving the corporate policies, strategies, budgets and financial plans of the Company;

2. Monitoring financial performance including approval of the annual and interim financial reports;

3. Reviewing the processes for evaluating the adequacy of internal controls, risk management, financial reportingand compliance;

The Board is provided with quarterly financial accounts, other financial statements and progress reports of theCompany’s business operations. The directors may contact the Company’s senior management through the companysecretary or the CEO.

Should directors, whether as a group or individually, need independent professional advice, the company secretarywill, upon direction by and approval of the Chairman or the CEO appoint a professional advisor to render the advice.The cost of such professional advice will be borne by the Company.

The company secretary attends all board meetings and is responsible to ensure that board procedures are followed.It is the company secretary’s responsibility to ensure that the Company complies with the requirements of theCompanies Act. Together with the other management staff of SPH, the company secretary is responsible for compliancewith all other statutes, rules and regulations which are applicable to the Company.

To facilitate effective management, certain functions have been delegated by the Board to various Board committees.Members of the Board and each Board Committee during the financial year are set out below:

4. Approving the nominations of directors and appointment of senior management, and determining and reviewingtheir remuneration levels;

5. Approving major funding proposals, investments, acquisitions and divestment proposals; and

6. Assuming responsibility for corporate governance.

The Board conducts regular scheduled meetings on a quarterly basis. Ad-hoc meetings are convened when circumstances require. The Articles allow a board meeting to be conducted by way of a tele-conference. The attendanceof the directors at meetings of the Board and Board committees, as well as the frequency of such meetings, isdisclosed below.

Directors are kept informed about the relevant training available either inhouse or organised externally. An orientationprogramme will be organised for new directors to familiarise them with the Company’s operations, organisationstructure and corporate policies.

Directors may also request further explanations, briefings or informal discussions on any aspect of the Company’soperations or business issues from the management.

Executive Audit Nominating Remuneration

Name of Director Main Board Committee Committee Committee Committee

Independent

Lim Chin Beng Chairman Chairman – Member MemberCheong Choong Kong Member – Member – –Michael Y.O. Fam Member Member – Chairman ChairmanLee Ek Tieng Member – Member – –Lee Hee Seng Member – – Member MemberNgiam Tong Dow Member Member Member Member MemberTang I-Fang Member – Chairman – –Wee Cho Yaw Member – – – –Yeo Ning Hong Member – – – Member

Executive

Lim Kim San # Executive Member – Member MemberChairman

Alan Chan Heng Loon Member Member – Member –

Notes:

# Mr Lim Kim San was the Executive Chairman of the Board and a member of the Nominating and Remuneration Committees up to

December 13, 2002 when he retired as a director. Mr Lim, Senior Advisor, remains a member of the Executive Committee, although

he is no longer a director.

* Mr Ngiam Tong Dow was appointed to the Executive, Nominating and Remuneration Committees on December 13, 2002.+ Mr Alan Chan Heng Loon was appointed to the Nominating Committee on December 13, 2002.

Singapore Press Holdings | Annual Report 2003 | Corporate Governance 3534 G R O W T H W I T H S Y N E R G Y

Directors’ Attendance at Board and Board Committee Meetings

Executive Audit Nominating Remuneration

Board Committee Committee Committee Committee

No of No of No of No of No of No of No of No of No of No ofmeetings meetings meetings meetings meetings meetings meetings meetings meetings meetings

Name held attended held attended held attended held attended held attended

Lim Chin Beng(Chairman) 5 5 7 7 – – 2 2 2 2Alan Chan Heng Loon(CEO) 5 5 7 7 – – 2 0 – –Cheong Choong Kong 5 5 – – 5 4 – – – –Michael Y.O. Fam 5 5 7 7 – – 2 2 2 2Lee Ek Tieng 5 5 – – 5 5 – – – –Lee Hee Seng 5 5 – – – – 2 2 2 2Ngiam Tong Dow 5 5 7 5 5 5 2 0 2 1Tang I-Fang 5 5 – – 5 5 – – – –Wee Cho Yaw 5 4 – – – – – – – –Yeo Ning Hong 5 4 – – – – – – 2 2

Notes:

* Mr Ngiam Tong Dow attended all meetings of the Executive Committee and Remuneration Committee from the dates that he was

appointed to the two committees.

+ Messrs Alan Chan Heng Loon and Ngiam Tong Dow were appointed to the Nominating Committee after the two meetings for the

Nominating Committee were held.

* + *

+

* *

+

*

Singapore Press Holdings | Annual Report 2003 | Corporate Governance 3736 G R O W T H W I T H S Y N E R G Y

BOARD COMMITTEES

Executive Committee (EC)

The EC was constituted in 2002 and comprises five members, three of whom are independent non-executive directors.The EC is chaired by the Chairman of the Board.

The EC’s 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 Company and its subsidiarieswhich do not fall within the Company’s core businesses but which are considered strategic investments for thelong-term prospects of the Company;

4. To approve the affixation of the Common Seal onto any document in accordance with the Company’s Articles ofAssociation;

5. To act on behalf of the Board in urgent situations, when it is not feasible to convene a meeting of the entire Board; and

6. To carry out such other functions as may be delegated to it by the Board.

Audit Committee (AC)

The AC comprises four members, all of whom are independent non-executive directors. All the members of the AChave many years of experience in board and senior management positions in the accounting and related financialfields. The NC is of the view that the members of the AC have sufficient financial management expertise and experienceto discharge the AC’s functions.

The AC performs the following main functions:1. To review annual audit plans and audit reports of external and internal auditors;

2. To review the auditors’ evaluation of the system of internal accounting controls;

3. To review the balance sheet and profit and loss account of the Company and the consolidated balance sheet andprofit and loss account of the Group before they are submitted to the Board for its approval;

4. To review the scope, results and adequacy of the internal audit function, procedures and its cost effectiveness;

5. To review any interested person transactions as defined under the Singapore Exchange Listing Manual;

6. To review the independence, objectivity and cost effectiveness of the external auditors and the nature and extentof non-audit services supplied by the external auditors so as to balance the maintenance of objectivity and valuefor money; and

7. To recommend to the Board the appointment of external auditors.

The AC has conducted an annual review of the volume of non-audit services to satisfy itself that the nature and extentof such services will not prejudice the independence and objectivity of the external auditors before confirming theirre-nomination.

The AC meets with the external and internal auditors, without the presence of management, at least once a year.

Internal Controls

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

The Internal Audit department (“IA”) has an annual audit plan, which complements that of the external auditors.Amongst other things, the IA plan focuses on any internal control weaknesses highlighted in the external auditors’report and recommends improvements to work processes to enhance operational efficiency and effectiveness.

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

Risk Management

SPH understands the need for a consistent and continuous approach to enterprise-wide risk management as a keyelement in steering the operations through a period of change and in protecting shareholder value. During the year,SPH established a unit to oversee risk management to drive the development of an integrated risk managementframework covering all functional areas of SPH business. There is also a Business Continuity Planning Committee,chaired by the Executive Vice President of Finance, which reviews the business impact and the disaster recovery planfor the critical operations in the Company.

Internal Audit

IA is staffed with eight audit executives, including the Head of Internal Audit, who is a Certified Internal Auditor (CIA)and a Certified Public Accountant (CPA). All staff have to adhere to a set of code of ethics adopted from The Institute of Internal Auditors, US (IIA). IA reports directly to the chairman of the AC on audit matters, and to the CEO on administrative matters. IA has adopted the Standards for Professional Practice of Internal Auditing set byIIA and ensures staff competency through specialised training and direct exposure to major business and support areas.

Singapore Press Holdings | Annual Report 2003 | Corporate Governance 3938 G R O W T H W I T H S Y N E R G Y

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

All audit reports are submitted to the AC, for deliberation and information with copies extended to the CEO, relevantsenior management and external auditors.

Interested Person Transactions

SPH has an internal policy in respect of any transactions with interested persons and has in place a process to review and approve any interested person transactions. For this financial year, there were no interested person transactions.

Nominating Committee (NC)

The NC comprises five members, of whom four, including the Chairman, are independent non-executive directors.

The NC’s principal functions are:1. To make recommendations to the Board on all board appointments;

2. To be responsible for the re-nomination of directors, having regard to the director’s contribution and performance(e.g. attendance, preparedness, participation and candour) including, if applicable, as an independent director;

3. To determine annually whether or not a director is independent, bearing in mind the circumstances set forth inparagraph 2.1 of the Code of Corporate Governance, and any other salient factors;

4. To decide whether or not a director is able to and has been adequately carrying out his duties as director of theCompany;

5. To assess the effectiveness of the Board as a whole, the contribution by each individual director to the effectivenessof the Board and to decide how the Board’s performance may be evaluated.

New directors are at present either appointed by way of a board resolution, after the NC approves their appointmentor elected at the Annual General Meeting (AGM) of the Company. New directors appointed by way of Board resolution, must submit themselves for re-election at the next AGM of the Company.

Article 111 of the Articles requires one third of the directors, or the number nearest to one third, to retire by rotationat every AGM. Directors over 70 years of age are also required to be re-elected every year at the AGM under Section153(6) of the Companies Act.

The Nominating Committee evaluated the Board’s performance as a whole in this year based on performance criteriaset by the Board. The performance criteria for the Board evaluation included an evaluation of size and compositionof the Board, the Board’s access to information, Board processes, Board performance in relation to discharging itsprincipal functions and fiduciary duties and communication with top management.

The performance criteria do not include the financial indicators set out in the Code as guides for the evaluation ofDirectors, as the Board is of the view that these indicators are more appropriate measures of management’s performance.

The Board is of the view that it is also more appropriate to focus on collective Board performance.

The Board and the NC have strived to ensure that directors appointed to the Board possess the requisite experience,knowledge and background critical to the Group’s business.

Remuneration Committee (RC)

The RC comprises five directors, all of whom are non-executive and independent directors. Members of the RC are knowledgeable in the field of executive compensation and have access to expert advice inside and/or outside theCompany.

The head of the Human Resources Division is secretary to the RC.

The RC’s principal responsibilities are:1. To recommend to the Board a framework of remuneration for the Board and key executives;

2. To determine specific remuneration packages for each executive director and the CEO or executive of similar rankif the CEO is not an executive director;

3. To recommend to the Board for endorsement the remuneration of the CEO;

4. To consider and approve salary and bonus recommendations in respect of senior executives;

5. To decide on all aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses,options, long term incentive schemes, including share schemes, and benefits in kind; and

6. To administer the share option scheme(s) adopted by the Group and to decide on the allocations and grants ofoptions to eligible participants under the share option scheme(s).

The CEO’s remuneration package includes a variable bonus element which is performance-related, and also stockoptions which have been designed to align his interests with those of the shareholders. As an executive director, theCEO does not receive directors’ fees.

Non-executive directors have no service contracts. Non-executive directors, including the Chairman, are paid directors’ fees, subject to approval at the AGM. A breakdown, showing the level and mix of each individual director’sremuneration payable for this financial year is set out hereafter.

Singapore Press Holdings | Annual Report 2003 | Corporate Governance 4140 G R O W T H W I T H S Y N E R G Y

DISCLOSURE ON REMUNERATION

Directors’ Remuneration

Directors of the Company receiving remuneration for this financial year:

Remuneration of Executives

Number of top five executives of the Company (excluding Executive Directors named in the above table) in eachremuneration band for this financial year:

Remuneration Bands No of Executives

$500,000 to $749,999 1$250,000 to $499,999 4Total 5

The Company adopts a remuneration policy for staff comprising a fixed component, a variable component andbenefits in kind. The fixed component is in the form of a base salary. The variable component is in the form of a variablebonus that is linked to the Company’s and individual performance. The benefits in kind would include club and carbenefits. The RC will approve the bonus for distribution to staff based on individual performance. Another element ofthe variable component is the grant of share options to staff under the share option scheme. This seeks to align theinterests of staff with that of the shareholders.

The remuneration of directors and executives shown in the above tables excludes value of stock options grantedand income derived from stock options exercised during the financial year under the Company’s relevant shareoption schemes.

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

COMMUNICATIONS WITH INVESTORS AND SHAREHOLDERS

The Company holds analysts’ briefings of its half-year and full-year results and a media briefing of its full-yearresults. The half-year and full-year results are published through the MASNET, news releases and the Company’scorporate website.

The Company will be adopting quarterly reporting of its results in the next financial year.

The Company does not practise selective disclosure. Price sensitive information is first publicly released, eitherbefore the Company meets with any group of investors or analysts or simultaneously with such meetings.

The Company has an investor relations team which communicates with its investors on a regular basis and attendsto their queries. Shareholders or any member of the public may also post any queries via email to our corporateemail address, sphcorp@sph.com.sg, and these will be attended to by the corporate relations team in the Company.All shareholders of the Company receive the annual report and notice of AGM. The notice is also advertised inthe newspapers.

The annual report is available on the Company’s corporate website, www.sph.com.sg. At AGMs, shareholders aregiven the opportunity to air their views and ask directors or management questions regarding the Company. TheArticles allow a member of the Company to appoint one or two proxies to attend and vote instead of the member. TheArticles currently do not allow a member to vote in absentia.

CODE OF BUSINESS ETHICS

The Group has adopted a Code of Business Ethics to regulate the standards and ethical conduct of its employees whoare required to observe and maintain high standards of integrity.

DEALINGS IN SECURITIES

The Group has adopted an internal code in conformity with the provisions of the Best Practices Guide in theSingapore Exchange Listing Manual to provide guidance to its directors and key executives in relation to the dealingsin the Company’s securities. In line with the guidelines, directors and key executives of the Group who have access toprice-sensitive and confidential information are not permitted to deal in the Company’s securities during the periods commencing one month before the announcement of the Group’s financial results and ending on the date ofthe announcement of such results, or when they are in possession of unpublished price-sensitive information on theGroup. A system of reporting of securities dealings by directors to the company secretary and by key executives to thehead of Human Resources Division, has also been established to effectively monitor the dealings of these parties inthe securities of the Company.

Executive

$1,500,000 to $1,749,999

Lim Kim San* – 62 36 2 100$500,000 to $749,999

Alan Chan Heng Loon (CEO) – 65.5 16.5 18 100

Independent

Below $250,000

Lim Chin Beng (Chairman) 96.4 – – 3.6 100Cheong Choong Kong 100 – – – 100Michael Y.O. Fam 100 – – – 100Lee Ek Tieng 100 – – – 100Lee Hee Seng 100 – – – 100Ngiam Tong Dow 100 – – – 100Tang I-Fang 100 – – – 100Wee Cho Yaw 100 – – – 100Yeo Ning Hong 100 – – – 100

Note:

* Remuneration in respect of his positions as Executive Chairman / Director up to December 13, 2002 and as Senior Advisor thereafter.

Name of Director Directors’ Fees Base/Fixed Salary Variable or Bonuses Benefits in Kind Total

(%) (%) (%) (%) (%)

Singapore Press Holdings | Annual Report 2003 | F inancial Review 4342 G R O W T H W I T H S Y N E R G Y

F inancial Review Group Simplified Financial Position

2003 2002 2001 2000 1999S$’000 S$’000 S$’000 S$’000 S$’000

Assets

Property, plant and equipment 633,856 670,186 576,408 460,507 465,650 Investment properties 1,039,754 1,059,538 1,089,438 863,156 850,125 Investments 1,185,020 1,062,190 991,099 1,192,895 860,348 Cash and deposits 328,176 387,528 554,338 701,952 840,375 Trade debtors 85,352 92,484 117,948 138,004 103,868 Stocks 54,763 47,045 59,126 45,118 30,915 Other assets 41,324 33,698 33,667 28,336 28,625

Total 3,368,245 3,352,669 3,422,024 3,429,968 3,179,906

Shareholders’ Interests

Capital and reserves 2,247,736 2,241,538 2,289,931 2,414,126 2,185,671

Liabilities

BorrowingsCurrent 52,900 25,000 183,500 – –Non-current 740,000 770,000 550,000 568,587 582,943

Trade creditors 58,049 59,526 40,367 66,254 55,336Taxation

Current 68,712 51,204 92,820 142,798 116,522 Deferred 85,199 83,287 73,226 52,900 65,033

Other liabilities 115,649 122,114 192,180 185,303 174,401Total 3,368,245 3,352,669 3,422,024 3,429,968 3,179,906

0

10

20

30

40

% 50

Year 2003200220012000199919981997199619951994199319921991199019891988

Singapore Press Holdings | Annual Report 2003 | F inancial Review 4544 G R O W T H W I T H S Y N E R G Y

Operating Margin Return on Operating Revenue

0

0.20

0.40

0.60

0.80

1.00

S$ 1.20

Year 2003200220012000199919981997199619951994199319921991199019891988

2003200220012000199919981997199619951994199319921991199019891988

0

50

100

150

200

250

300

350

S$'M 400

Year

# Adjusted for bonus issues in FY 1993, FY 1995 and FY 1998 and capital reduction in FY 1999.

After-Tax Profit

Segmental Operating Revenue

Segmental Pre-Tax Profit

Broadcasting, Multimedia & Telecommunications Treasury & Investment PropertyNewspapers & Magazines

20032002200120001999Year

0

800

825

850

875

900

925

950

975

1,000

1,025

1,050

1,075

Year 1999 2000 2001 2002 2003

0

300

325

350

375

400

425

450

475

500

525

550

-50

-100

0

5

10

15

20

25

% 30

Year 2003200220012000199919981997199619951994199319921991199019891988

Return on Shareholders’ Funds

Return on Shareholders’ Funds and Return on Assets

Return on Assets

Earnings Per Share #

Operating Margin and Return on Operating Revenue

S$’M

S$’M

Broadcasting & Multimedia PropertyNewspapers & Magazines

Singapore Press Holdings | Annual Report 2003 | F inancial Review 4746 G R O W T H W I T H S Y N E R G Y

4%

6%

20%

70%

Materials, Consumables & Broadcasting Costs

Staff Costs

Depreciation

Finance Costs

Other Operating Expenses

4%

6%

20%

70%

Revenue Composition

Advertisements FY 2003 FY 2002

– Display 40% 41%

– Classified 16% 16%

– Recruit & Notices 8% 9%

– Magazines 1% 1%

– Broadcasting & Multimedia 5% 3%

Circulation

FY 2003 FY 2002

Rental & Services

Others

4%

21%

8%

29%

38%

5%

17%

8%

31%

39%

Cost Composition

FY 2003 FY 2002

* Included special dividends of 20 cents in FY 1995, 80 cents in FY 2000, 30 cents in FY 2002 and 60 cents in FY 2003.

Gross Dividend Per Share

Net Dividend

0

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

Year 2003*2002*20012000*19991998199719961995*1994199319921991199019891988

0

50

100

150

200

250

300

350

400

450

500

Year 2003*2002*20012000*19991998199719961995*1994199319921991199019891988

# Adjusted for bonus issues in FY 1993, FY 1995 and FY 1998 and capital reduction in FY 1999.

#

S$

S$’M

Singapore Press Holdings | Annual Report 2003 | F inancial Review 4948 G R O W T H W I T H S Y N E R G Y

Value Added Statement Group Half-Yearly Results

2003 2002

1st Half 2nd Half Full Year 1st Half 2nd Half Full YearS$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Operating revenue 457,695 440,121 897,816 436,171 467,354 903,525

Profit from operations 146,628 144,268 290,896 138,700 172,566 311,266

Profit before exceptional items 166,530 150,614 317,144 166,511 188,760 355,271

Profit before taxation 302,323 136,581 438,904 203,452 154,022 357,474

Profit attributable to shareholders 273,472 105,264 378,736 162,953 144,444 307,397

Earnings per S$1 share (S$) 0.74 0.28 1.02 0.44 0.39 0.83

2003 2002S$’000 S$’000

Sale of goods and services 897,816 903,525Purchase of materials and services (276,561) (271,757)Value added from operations 621,255 631,768

Non-production income and expenses:

Foreign exchange differences 639 2,185Loss on disposal of property, plant and equipment (403) (5,238)Provision for doubtful trade debts (2,118) (5,848)Bad trade debts recovered 202 321 Investment income 39,584 41,671Share of profits less losses of associates 10,990 31,021Exceptional items 121,760 2,203

Total value added 791,909 698,083

Distribution:

Employees’ wages, provident fund contributions and other benefits 249,494 254,385

Corporate and other taxes 63,472 53,650Interest paid 24,326 28,687Donation and sponsorship 21,128 1,227Directors’ fees 702 637 Net dividends to shareholders 375,058 195,291

Total distributed 734,180 533,877

Retained in the business:

Depreciation 53,652 52,326 Minority interests 399 (226)Retained earnings 3,678 112,106

791,909 698,083

Productivity ratios: S$ S$Value added per employee 167,229 157,548 Value added per $ employment costs 2.49 2.48 Value added per $ investment in

fixed assets (before depreciation) 0.68 0.69 Value added per $ operating revenue 0.69 0.70

50 G R O W T H W I T H S Y N E R G Y

F inancial Report

Financial Report

Directors’ ReportStatement by DirectorsAuditors’ ReportAudited Financial StatementsBalance SheetsIncome StatementsStatements of Changes in Shareholders’ EquityConsolidated Cash Flow StatementNotes to the Financial StatementsShareholding StatisticsOverseas Bureaux/OfficesProperties of the GroupNotice of Annual General MeetingProxy Form

5260 61626263646669

105110112113119

Singapore Press Holdings | Annual Report 2003 | Directors’ Report 5352 G R O W T H W I T H S Y N E R G Y

The Directors present their report together with the audited financial statements of the Group and of the Company for the

year ended August 31, 2003.

Directors

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

Lim Chin Beng

Chan Heng Loon Alan

Cheong Choong Kong

Michael Fam Yue Onn

Lee Ek Tieng

Lee Hee Seng

Ngiam Tong Dow

Tang I-Fang

Wee Cho Yaw

Yeo Ning Hong

Principal Activities

2. The principal activities of the Group consist of:

(a) publishing, printing and distributing newspapers,

(b) publishing and distributing magazines,

(c) providing broadcasting and multimedia services,

(d) holding investments, and

(e) holding and managing properties.

The principal activities of the Company consist of:

(a) publishing, printing and distributing newspapers,

(b) distributing magazines,

(c) providing multimedia content and services,

(d) holding shares in subsidiaries,

(e) holding investments, and

(f) providing management services to subsidiaries.

Following the partial disposal of interests in an associate during the financial year, the activities of this associate

relating to the provision of telecommunication services ceased to be carried on by the Group. Except as disclosed,

there have been no significant changes in the nature of these activities during the financial year.

Acquisition and Disposal of Subsidiaries

3. (a) The Group incorporated the following subsidiary during the financial year:

Share capital issued Effective

on incorporation, equity held

at par for cash by the Group

S$ %

Evol Media Pte Ltd 2 100

Directors’ Reportfor the year ended August 31, 2003

(b) The Group acquired the following subsidiary during the financial year:

Net tangible Effective

assets at date of equity acquired

Consideration acquisition by the Group

S$ S$ %

TP Ventures Pte Ltd 2 2 100

(c) There was no disposal of subsidiaries during the financial year.

Results

4. Group Company

S$’000 S$’000

Profit after taxation 379,135 470,204

Minority interests (399) –

Profit attributable to shareholders 378,736 470,204

Reserves and Provisions

5. Material movements in reserves and provisions are disclosed in the financial statements.

Share Capital and Debentures

6. (a) During the financial year, the following shares were issued:

Class of Shares Shares Issued Purpose

The Company

Management 9,098 shares of S$1 each for cash, Issue of shares in accordance with the Newspaper

at market prices prevailing on and Printing Presses Act.

allotment dates.

Ordinary 900,965 shares of S$1 each for cash, Issue of shares under the Singapore Press Holdings

at exercise prices. Group Executives’ Share Option Scheme.

Subsidiaries

TP Ventures Pte Ltd 99,998 ordinary shares of S$1 each To provide working capital.

at par for cash.

(b) The newly issued shares rank pari passu in all respects with the previously issued shares.

Singapore Press Holdings | Annual Report 2003 | Directors’ Report 5554 G R O W T H W I T H S Y N E R G Y

(c) At the Annual General Meeting held on December 13, 2002, shareholders approved the renewal of a mandate (first

approved by shareholders on July 16, 1999) to permit the Company to purchase or acquire issued ordinary shares

of S$1 each fully paid in the capital of the Company, not exceeding in aggregate 10 percent of the issued ordinary share

capital of the Company as at December 13, 2002. During the financial year, 1,050,000 ordinary shares were repurchased.

(d) No debentures were issued by the Company or its subsidiaries during the financial year.

Arrangements to enable Directors to acquire Benefits

7. Neither during nor at the end of the 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 paragraphs 19 and 22.

Directors’ Interests in Shares

8. The Directors holding office as at August 31, 2003 who had interests in shares and options in the Company and its

subsidiaries as recorded in the register of Directors’ shareholdings were as follows:

Shares of S$1 each

Direct Interests Deemed Interests

Sept 1, Aug 31, Sept 21, Sept 1, Aug 31, Sept 21,

2002 2003 2003 2002 2003 2003

The Company

Management Shares

Lim Chin Beng 1 1 1 – – –

Chan Heng Loon Alan 1 2 2 – – –

Cheong Choong Kong 1 1 1 – – –

Michael Fam Yue Onn 1 1 1 – – –

Lee Ek Tieng 1 1 1 – – –

Lee Hee Seng 1 1 1 – – –

Ngiam Tong Dow 1 1 1 – – –

Tang I-Fang 1 1 1 – – –

Wee Cho Yaw 1 1 1 – – –

Yeo Ning Hong 1 1 1 – – –

Ordinary Shares

Cheong Choong Kong 8,000 8,000 8,000 1,000 1,000 1,000

Michael Fam Yue Onn 50,000 50,000 50,000 – – –

Lee Hee Seng 113,082 113,082 113,082 – 110,000 110,000

Wee Cho Yaw 139,043 139,043 139,043 – – –

Yeo Ning Hong 7,920 7,920 7,920 12,870 12,870 12,870

Options for Ordinary Shares

Chan Heng Loon Alan – 50,000 50,000 – – –

Full detailed information regarding directors’ shareholdings can be obtained in accordance with Sections 164(8) and

(9) of the Companies Act, Chapter 50.

Dividends

Bad and Doubtful Debts

10. (a) Before the financial statements of the Company were made out, the Directors took reasonable steps to ascertain

the action taken in relation to the writing off of bad debts and providing for doubtful debts and have satisfied

themselves that all known bad debts have been written off and that adequate provision has been made for doubtful

debts.

(b) At the date of this report, the Directors are not aware of any circumstances which would render the amounts

written off for bad debts or provided for doubtful debts in the financial statements of the Group inadequate

to any substantial extent.

Current Assets

11. (a) Before the financial statements of the Company were made out, the Directors took reasonable steps to ascertain

that any current assets which were unlikely to realise their book values in the ordinary course of business have

been written down to their estimated realisable values, or that adequate provision has been made for the diminution

in values of such current assets.

(b) At the date of this report, the Directors are not aware of any circumstances which would render the values

attributed to current assets in the financial statements of the Group misleading.

S$’000

86,476

144,128

144,327

86,596

57,654

86,481

9. (a) The Directors recommend a special dividend of 30 cents per share less income tax at 22%.

(b) In addition, the Directors recommend a final dividend of 50 cents per share less income tax

at 22% in respect of the financial year.

(c) The amount of dividends payable may be increased in the event that share options set out

in Note 3 to the financial statements are exercised before the share transfer register is

closed for dividend entitlement.

(d) During the financial year, the following dividends were paid by the Company:

(i) A final dividend of 50 cents per share less income tax at 22% in respect of the previous

financial year.

(ii) A special dividend of 30 cents per share less income tax at 22% in respect of the previous

financial year.

(iii) An interim dividend of 20 cents per share less income tax at 22% in respect of the

financial year under review.

(iv) A special interim dividend of 30 cents per share less income tax at 22% in respect of

the financial year under review.

Singapore Press Holdings | Annual Report 2003 | Directors’ Report 5756 G R O W T H W I T H S Y N E R G Y

Charge on Assets and Contingent Liabilities

12. At the date of this report, there does not exist any:

(a) charge on the assets of the Group or of the Company which has arisen since the end of the financial year which

secures the liability of any other person, and

(b) contingent liability of the Group or of the Company which has arisen since the end of the financial year.

Ability to meet Obligations

13. No contingent or other liability of any company in the Group or of the Company has become enforceable or is likely

to become enforceable within the period of twelve months after the end of the financial year which, in the opinion

of the Directors, will or may substantially affect the ability of the Group or of the Company to meet their obligations

as and when they fall due.

Other Statutory Information

14. As at the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in their report

or the financial statements of the Group and of the Company which would render any amount stated in the financial

statements misleading.

15. In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year

ended August 31, 2003 have not been substantially affected by any item, transaction or event of a material and

unusual nature other than the exceptional items set out in Note 26 to the financial statements.

16. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval

between the end of the financial year and the date of this report which would affect substantially the results of the

operations of the Group and of the Company for the current financial year.

Directors’ Benefits

17. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit under

a contract which is required to be disclosed by Section 201(8) of the Companies Act, Chapter 50.

Material Contracts

18. There are no material contracts of the Group and of the Company involving the interests of the Chief Executive

Officer, each director or controlling shareholder, either still subsisting at the end of the financial year or if not then

subsisting, entered into since the end of the previous financial year.

Share Options

Share Options in the Company

Singapore Press Holdings Group Executives’ Share Option Scheme (“1990 Scheme”)

19. (a) The 1990 Scheme was approved by shareholders on December 28, 1990 and modified pursuant to ordinary

resolutions passed by shareholders at Extraordinary General Meetings held on January 7, 1995, January 6, 1996

and July 16, 1999 respectively.

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

(ii) The persons to whom the options have been granted do not have the right to participate, by virtue of the

options, in any share issue of any other company.

(c) The 1990 Scheme was replaced by the 1999 Scheme on July 16, 1999, and since then, no options have been granted

under the 1990 Scheme.

(d) The aggregate number of options granted since the commencement of the 1990 Scheme on December 28, 1990

to August 31, 1999 is 14,347,975.

20. No shares of the Company have been issued during the financial year by virtue of the exercise of options to take up

unissued shares, except as disclosed in paragraph 6(a).

21. The unissued ordinary shares of the Company under option at the end of the financial year pursuant to the 1990

Scheme are set out in Note 3 to the financial statements.

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

22. (a) The 1999 Scheme was approved by shareholders at an Extraordinary General Meeting held on July 16, 1999 to

replace the 1990 Scheme.

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

(c) During the financial year, options were granted for a total of 3,251,600 ordinary shares of S$1 each, details of

which are as follows:

(i) Categories of persons to whom options were granted:

Total No. of Ordinary

Shares of S$1 each

Category No. of Persons under Options granted

Executive Directors 2 275,000

Employees 1,383 2,967,100

Associates 1 9,500

1,386 3,251,600

(ii) The expiry date of these options is disclosed in Note 3 to the financial statements, provided that they have

not been subsequently cancelled.

(iii) The persons to whom the options have been granted do not have the right to participate, by virtue of the

options, in any share issue of any other company.

Singapore Press Holdings | Annual Report 2003 | Directors’ Report 5958 G R O W T H W I T H S Y N E R G Y

(d) The aggregate number of options granted since the commencement of the 1999 Scheme on July 16, 1999 to

August 31, 2003 is 12,717,400.

23. No shares of the Company have been issued during the financial year by virtue of the exercise of options to take up

unissued shares, pursuant to the 1999 Scheme.

24. The unissued ordinary shares of the Company under option at the end of the financial year pursuant to the 1999

Scheme are set out in Note 3 to the financial statements.

Share Options in Subsidiaries

SPH MediaWorks Pre-IPO Share Option Scheme (“MediaWorks Pre-IPO Scheme”)

25. (a) The MediaWorks Pre-IPO Scheme was approved on February 12, 2001.

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

(ii) The persons to whom the options have been granted do not have the right to participate, by virtue of the

options, in any share issue of any other company.

(c) No options were granted during the financial year under the MediaWorks Pre-IPO Scheme.

(d) The aggregate number of options granted since the commencement of the MediaWorks Pre-IPO Scheme on

February 12, 2001 to August 31, 2003 is 65,026,000.

26. No shares of SPH MediaWorks Ltd have been issued during the financial year by virtue of the exercise of options to

take up unissued shares.

27. At the end of the financial year, unissued ordinary shares of SPH MediaWorks Ltd under option pursuant to the

MediaWorks Pre-IPO Scheme were as follows:

Date of Expiry Exercise Balance Options Options Balance

Grant Date Price 1.9.02 Exercised Cancelled 31.8.03

Feb 23, 2001 * S$0.10 51,210,000 – (22,160,000) 29,050,000

*February 23, 2011 or the fifth anniversary of the Listing Date, whichever is earlier.

Other Subsidiaries

28. No option to take up unissued shares of other subsidiaries has been granted during the financial year.

29. No shares of other subsidiaries have been issued during the financial year by virtue of the exercise of options to

take up unissued shares.

30. At the end of the financial year, there were no unissued shares of other subsidiaries under option.

Audit Committee

31. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act, Chapter 50,

and the Singapore Exchange Listing Manual.

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 and adequacy of the internal audit function; reviewing

the balance sheet and income statement of the Company and 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.

It also recommends to the Board the appointment of external auditors, serves as a channel of communication

between the Board and the auditors, and performs such other functions as may be agreed by the Audit Committee

and the Board.

Auditors

32. The auditors, PricewaterhouseCoopers, have expressed their willingness to accept re-appointment.

On behalf of the Directors

Lim Chin Beng Michael Fam Yue Onn

Chairman Director

Singapore,

October 10, 2003

Singapore Press Holdings | Annual Report 2003 | Auditors’ Report 6160 G R O W T H W I T H S Y N E R G Y

Statement by Directors Auditors’ Reportto the members of Singapore Press Holdings Limited

In the opinion of the Directors,

(a) the accompanying financial statements for the year ended August 31, 2003 are drawn up so as to exhibit a true

and fair view of:

(i) the results of the business and changes in shareholders’ equity of the Group and of the Company, and the

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

Lim Chin Beng Michael Fam Yue Onn

Chairman Director

Singapore,

October 10, 2003

We have audited the financial statements of Singapore Press Holdings Limited and the consolidated financial statements of the

Group for the financial year ended August 31, 2003 set out on pages 62 to 104. These financial statements are the responsibility

of the Company’s directors. 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 plan and

perform our audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An

audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as

evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

(a) the accompanying financial statements of the Company and consolidated financial statements of the Group are

properly drawn up in accordance with the provisions of the Singapore Companies Act (“Act”) and Singapore

Statements of Accounting Standard and so as to give a true and fair view of:

(i) the state of affairs of the Company and of the Group as at August 31, 2003, the profit and changes in equity of

the Company and of the Group, and the cash flows of the Group for the financial year ended on that date; and

(ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements of the Company

and the consolidated financial statements of the Group; and

(b) the accounting and other records, and the registers 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.

We have considered the financial statements and auditors’ reports of the subsidiaries of which we have not acted as auditors,

being financial statements included in the consolidated financial statements. The names of these subsidiaries are stated in

Note 30 to the financial statements.

We are satisfied that the financial statements of these subsidiaries that have been consolidated with the financial statements

of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated

financial statements and we have received satisfactory information and explanations as required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of

subsidiaries incorporated in Singapore did not include any comment made under Section 207(3) of the Act.

PricewaterhouseCoopers

Certified Public Accountants

Singapore,

October 10, 2003

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 6362 G R O W T H W I T H S Y N E R G Y

Audited Financial StatementsBALANCE SHEETS as at August 31, 2003

Audited Financial StatementsINCOME STATEMENTS for the year ended August 31, 2003

Group Company

Note 2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

CAPITAL EMPLOYED

Share capital 3 369,557 369,697 369,557 369,697

Share premium 27,301 15,374 27,301 15,374

Capital redemption reserve 4,509 3,459 4,509 3,459

Capital reserve 4 2,005 2,005 – –

Retained profit 1,843,587 1,857,878 1,776,944 1,699,767

2,246,959 2,248,413 2,178,311 2,088,297

Exchange translation difference 777 (6,875) – –

Shareholders’ interests 2,247,736 2,241,538 2,178,311 2,088,297

Minority interests 1,108 709 – –

2,248,844 2,242,247 2,178,311 2,088,297

Non-current liabilities

Deferred taxation 5a 85,199 83,287 69,539 67,575

Borrowings 6 740,000 770,000 – –

3,074,043 3,095,534 2,247,850 2,155,872

EMPLOYMENT OF CAPITAL

Property, plant and equipment 7 633,856 670,186 365,671 375,062

Investment property 8 1,039,754 1,059,538 – –

Interests in subsidiaries 9 – – 1,827,554 1,669,823

Interests in associates 10 186 146,294 – –

Long-term investments 11 269,224 340,896 36,002 36,002

Other non-current assets 12 4,916 5,276 4,781 4,963

Current assets

Stocks 13 54,763 47,045 37,268 31,045

Prepaid content rights 14 22,227 14,275 – –

Trade debtors 15 85,352 92,484 76,930 81,842

Other debtors and prepayments 16 14,181 14,147 4,546 3,433

Short-term investments 17 915,610 575,000 – –

Cash on deposit 297,020 345,305 41,493 112,199

Cash and bank balances 31,156 42,223 20,595 22,332

1,420,309 1,130,479 180,832 250,851

Current liabilities

Trade creditors 58,049 59,526 32,206 31,500

Other creditors and

accrued liabilities 18 114,541 121,405 80,901 107,128

Borrowings 6 52,900 25,000 – –

Current taxation 5b 68,712 51,204 53,883 42,201

294,202 257,135 166,990 180,829

Net current assets 1,126,107 873,344 13,842 70,022

3,074,043 3,095,534 2,247,850 2,155,872

The accompanying notes form part of these financial statements.

Group Company

Note 2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Operating revenue 21

Newspapers and magazines 789,382 808,277 771,365 791,753

Broadcasting and multimedia 55,734 41,386 6,320 4,146

Property 52,700 53,862 – –

897,816 903,525 777,685 795,899

Other operating income 8,816 10,010 7,450 8,111

906,632 913,535 785,135 804,010

Materials, consumables &

broadcasting costs (185,989) (195,213) (119,567) (139,502)

Staff costs 22 (240,758) (245,682) (203,478) (204,347)

Depreciation 7 (53,652) (52,326) (34,190) (32,553)

Other operating expenses (115,337) (109,048) (129,273) (117,948)

Contribution to Press Foundation

of Singapore Limited (20,000) – (20,000) –

Profit from operations 23 290,896 311,266 278,627 309,660

Finance costs 24 (24,326) (28,687) – –

Net income from investments 25 39,584 41,671 1,244 14,151

Dividends from unquoted

subsidiaries – non tax-exempt (gross) – – 13,637 240,619

– tax-exempt (one-tier) – – 236,725 –

Share of profits less losses

of associates 10,990 31,021 – –

Profit before exceptional items 317,144 355,271 530,233 564,430

Exceptional items 26 121,760 2,203 – (142,201)

Profit before taxation 438,904 357,474 530,233 422,229

Taxation 5c (59,769) (50,303) (60,029) (111,536)

Profit after taxation 379,135 307,171 470,204 310,693

Minority interests (399) 226 – –

Profit attributable to shareholders 378,736 307,397 470,204 310,693

Earnings per S$1 share (S$) 29

Basic 1.02 0.83

Diluted 1.02 0.83

The accompanying notes form part of these financial statements.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 6564 G R O W T H W I T H S Y N E R G Y

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYfor the year ended August 31, 2003

Group

Capital Exchange

Share Share Redemption Capital Retained Translation

Capital Premium Reserve Reserve Profit Difference Total

S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Balance as at September 1, 2002 369,697 15,374 3,459 2,005 1,857,878 (6,875) 2,241,538

Exchange translation difference – – – – – 7,652 7,652

Gains not recognised in

the income statement – – – – – 7,652 7,652

Profit for the financial year – – – – 378,736 – 378,736

Issue of shares (Note 3) 910 – – – – – 910

Premium on issue of shares – 11,927 – – – – 11,927

Share buy back (Note 27) (1,050) – 1,050 – (17,969) – (17,969)

Dividends (Note 28) – – – – (375,058) – (375,058)

Balance as at August 31, 2003 369,557 27,301 4,509 2,005 1,843,587 777 2,247,736

Balance as at September 1, 2001 369,644 93,190 2,268 69,844 1,767,132 (12,147) 2,289,931

Exchange translation difference – – – – – 5,272 5,272

Gains not recognised in

the income statement – – – – – 5,272 5,272

Profit for the financial year – – – – 307,397 – 307,397

Issue of shares (Note 3) 1,244 – – – – – 1,244

Premium on issue of shares – 14,548 – – – – 14,548

Share buy back (Note 27) (1,191) – 1,191 – (21,360) – (21,360)

Capital distribution – (92,364) – – – – (92,364)

Privatisation of a subsidiary – – – (67,839) – – (67,839)

Dividends (Note 28) – – – – (195,291) – (195,291)

Balance as at August 31, 2002 369,697 15,374 3,459 2,005 1,857,878 (6,875) 2,241,538

Company

Capital

Share Share Redemption Retained

Capital Premium Reserve Profit Total

S$’000 S$’000 S$’000 S$’000 S$’000

Balance as at September 1, 2002 369,697 15,374 3,459 1,699,767 2,088,297

Profit for the financial year – – – 470,204 470,204

Issue of shares (Note 3) 910 – – – 910

Premium on issue of shares – 11,927 – – 11,927

Share buy back (Note 27) (1,050) – 1,050 (17,969) (17,969)

Dividends (Note 28) – – – (375,058) (375,058)

Balance as at August 31, 2003 369,557 27,301 4,509 1,776,944 2,178,311

Balance as at September 1, 2001 369,644 93,190 2,268 1,605,725 2,070,827

Profit for the financial year – – – 310,693 310,693

Issue of shares (Note 3) 1,244 – – – 1,244

Premium on issue of shares – 14,548 – – 14,548

Share buy back (Note 27) (1,191) – 1,191 (21,360) (21,360)

Capital distribution – (92,364) – – (92,364)

Dividends (Note 28) – – – (195,291) (195,291)

Balance as at August 31, 2002 369,697 15,374 3,459 1,699,767 2,088,297

The accompanying notes form part of these financial statements.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 6766 G R O W T H W I T H S Y N E R G Y

CONS0LIDATED CASH FLOW STATEMENTfor the year ended August 31, 2003

Group

2003 2002

S$’000 S$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 438,904 357,474

Adjustments for:

Depreciation 53,652 52,326

Loss on disposal of property, plant and equipment 403 5,238

Finance costs 24,326 28,687

Investment income (39,584) (41,671)

Share of profits less losses of associates (10,990) (31,021)

Exceptional items (121,760) (2,203)

Operating cash flow before working capital changes 344,951 368,830

Changes in working capital:

Stocks (7,718) 12,081

Prepaid content rights (7,952) (5,909)

Debtors 7,098 30,000

Creditors (8,341) (39,195)

328,038 365,807

Income tax paid (40,349) (81,821)

Dividends paid (375,058) (195,291)

Dividends paid (net) by a subsidiary to a minority shareholder – (900)

(87,369) 87,795

Decrease in non-current assets 94 1,342

Net cash (used in)/from operating activities (87,275) 89,137

Group

2003 2002

S$’000 S$’000

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (26,984) (183,767)

Proceeds on disposal of property, plant and equipment 184 3,474

Additions to investment property (30,216) (7,500)

Acquisition of additional interests in subsidiaries and an associate (1,540) (44,535)

Amounts owing by associates 9 (1,311)

Loans to associates (350) (800)

Partial disposal of interests in an associate 277,079 –

Proceeds on completion of liquidation of subsidiaries and an associate 1,794 –

Purchase of long-term investments (1,908) (32,350)

Proceeds on disposal/redemption of long-term investments 21,954 89,395

Purchase of short-term investments (705,564) (331,494)

Proceeds on disposal of short-term investments 569,449 215,669

Net increase in funds under management (100,103) (8,749)

Investment income 49,534 41,671

Repayment of loan by an associate – 60,920

53,338 (199,377)

Add/(Less): Items not involving movement of funds

Provision for diminution in value of internally-managed investments 18,552 17,341

Profit on sale of internally-managed investments (13,625) (8,709)

Accretion of discount on bonds (57) (468)

Amortisation of premium on bonds 1,273 385

Net cash from/(used in) investing activities 59,481 (190,828)

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 6968 G R O W T H W I T H S Y N E R G Y

CONS0LIDATED CASH FLOW STATEMENT (cont’d)for the year ended August 31, 2003

NOTES TO THE FINANCIAL STATEMENTS August 31, 2003

Group

2003 2002

S$’000 S$’000

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of bank loans (6,500) (180,000)

Bank loans 4,400 241,500

Finance costs (24,326) (28,687)

Proceeds on issue of shares by Company 12,837 15,792

Share buy back (17,969) (21,360)

Capital distribution – (92,364)

Net cash used in financing activities (31,558) (65,119)

Net decrease in cash and cash equivalents (59,352) (166,810)

Cash and cash equivalents at beginning of year 387,528 554,338

Cash and cash equivalents at end of year [Note (a)] 328,176 387,528

(a) Cash and Cash Equivalents at the end of the year comprised:

Cash on deposit 297,020 345,305

Cash and bank balances 31,156 42,223

328,176 387,528

The accompanying notes form part of these financial statements.

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

1. General

The Company is incorporated and domiciled in Singapore. The financial statements of the Company and the

consolidated financial statements of the Group are expressed in Singapore dollars.

The principal activities of the Group consist of:

(a) publishing, printing and distributing newspapers,

(b) publishing and distributing magazines,

(c) providing broadcasting and multimedia services,

(d) holding investments, and

(e) holding and managing properties.

The principal activities of the Company consist of:

(a) publishing, printing and distributing newspapers,

(b) distributing magazines,

(c) providing multimedia content and services,

(d) holding shares in subsidiaries,

(e) holding investments, and

(f) providing management services to subsidiaries.

Following the partial disposal of interests in an associate during the financial year, the activities of this associate

relating to the provision of telecommunication services ceased to be carried on by the Group.

2. Significant Accounting Policies

(a) Basis of Preparation

The financial statements are prepared in accordance with Singapore Statements of Accounting Standard.

The financial statements are prepared in accordance with the historical cost convention.

(b) Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries made

up to the end of the financial year. 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 and transactions are eliminated on consolidation and the consolidated financial statements reflect

external transactions only.

(c) Exchange Translation Difference

On consolidation of foreign entities, the assets and liabilities are converted into Singapore dollars at the rates of

exchange closely approximating to those ruling at the balance sheet date and the income statements are converted

into Singapore dollars at the average rates of exchange ruling during the year. The exchange translation difference

arising therefrom is reported as a separate component of shareholders’ interests.

Exchange differences arising on monetary items that, in substance, form part of the Group’s or the Company’s

net investment in foreign entities are taken to the exchange translation difference account until the disposal of

the net investments, at which time they will be recognised as income or expense in the income statements.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 7170 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

2. Significant Accounting Policies (cont’d)

(d) Goodwill on Consolidation

Goodwill on consolidation, representing the difference between the cost of acquisition of a subsidiary or an associate

over the fair value of net identifiable assets acquired, is amortised on a straight-line basis in the consolidated

income statement over its economic useful life up to a maximum of 20 financial years. Goodwill assessed as

having no continuing economic value is written off to the consolidated income statement.

(e) Deferred Taxation

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the

tax bases of assets and liabilities and their carrying amounts in the financial statements. Tax rates enacted or

substantively enacted by the balance sheet date are used to determine deferred income tax.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

(f) Property, Plant and Equipment and Depreciation

(i) Property, plant and equipment are stated at cost less accumulated depreciation.

(ii) Depreciation is calculated to write off the cost on a straight-line basis over the expected useful lives of the

assets. The estimated useful lives for this purpose are:

Freehold buildings 30 years

Leasehold land and buildings 30 years or life of lease if less than 30 years

Plant and equipment 3–20 years

Furniture and fittings 5–10 years

Motor vehicles 3–5 years

(iii) No depreciation is charged on freehold land and land held on 999–year lease or in respect of major capital

work-in-progress until commissioned.

(iv) It is not the Group’s policy to revalue property, plant and equipment at regular intervals.

(v) The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether

there is any indication of impairment. If such indication exists, the asset’s recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of the asset exceeds its recoverable

amount. The impairment loss is charged to the income statements.

(g) Subsidiaries

Interests in subsidiaries are included in the financial statements at cost less impairment losses. Where an

indication of impairment exists, the carrying amount of the investment is assessed and written down to its

recoverable amount. The impairment loss is charged to the income statement.

(h) Associates

These are companies (not being subsidiaries) in which the Group has a substantial interest of not less than

20% of the equity and/or in whose financial and operating policy decisions the Group exercises significant

influence.

The Group’s share of the results of associates is included in the consolidated income statement. The Group’s

share of the post-acquisition retained profits and reserves or accumulated losses of associates is added to or

deducted from the cost of these investments in the consolidated balance sheet.

In the Company’s balance sheet, investments in associates are stated at cost.

Where an indication of impairment exists, the carrying amount of the investment is assessed and written down

to its recoverable amount. The impairment loss is charged to the income statement.

(i) Investments

Long-term investments in equity are stated at cost. Long-term investments in bonds are stated at cost, adjusted

for amortisation of premium and accretion of discount. Where cost of these investments exceeds realisable

value, provision is made for diminution in value which is other than temporary, determined on an individual basis.

Short-term investments are stated at the lower of cost and realisable value on an individual basis.

Dividend income from investments other than subsidiaries is recognised on a cash basis and interest income on

an accrual basis.

Dividend income from subsidiaries is recognised in the accounting period in which it is declared.

Profit or loss on sale of investments is recognised on completion of sale.

(j) Investment Properties

Investment properties are held for the primary purpose of producing rental income and are not held for resale

in the ordinary course of business.

Investment properties are stated at cost less impairment losses. Where an indication of impairment exists, the

carrying amount of the investment property is assessed and written down to its recoverable amount. The impairment

loss is charged to the income statement.

Cost of investment properties includes capitalisation of interest incurred on borrowings for the purchase, renovation

and extension of the investment properties 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.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 7372 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

2. Significant Accounting Policies (cont’d)

(k) Stocks

Stocks comprise raw materials and consumable stores, acquired content rights and production cost of programmes.

(i) Raw materials and consumable stores

These are stated at cost less provision for obsolete, slow moving and defective stocks.

Cost includes transport and handling costs, and any other directly attributable costs. Cost is determined on

the weighted average or specific identification basis.

(ii) Acquired content rights

Prepaid content rights are reported as acquired content rights when the license period commences and

materials have been received.

The cost of acquired content rights is the gross amount paid for such rights.

(iii) Production cost of programmes

Production cost includes costs incurred on own production, commissioned works and co-produced programmes.

Cost of own production comprises direct labour, material cost and allocated overheads capitalised based on

the normal level of activity during the term of production.

Commissioned works are stated at cost.

Co-produced programmes are stated at cost less billings to co-producers.

Acquired content rights and production cost of programmes are expensed to the income statement based on the

estimated number of showings and the ratio that the current year’s revenue bears to the anticipated total gross

revenue from the exploitation of the films.

Acquired content rights and production cost of programmes are valued at the lower of unamortised cost and estimated

net realisable value. The carrying amounts of each title in stock are reviewed at each balance sheet date. Provisions

are made where the unamortised cost of each title exceeds the estimated realisable value. Such provision is charged

to the income statement.

(l) Prepaid Content Rights

Advanced payments made for content rights for which the license period has not commenced, or the materials

have not been received, are classified as prepaid content rights. Provisions are made where it is unlikely that

content rights acquired under such payments would be used during its license period. Such provision is charged

to the income statement.

(m)Debtors

Bad debts are written off and specific provision is made for those debts considered to be doubtful. In addition, a

general provision is made on the balance of trade debtors to cover any unexpected losses which have not been

specifically identified.

(n) Dividends

Dividends on the Company’s shares are recognised in equity in the period in which they are declared.

(o) 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 render their services to the Company.

(ii) Equity compensation benefits

The stock option programme allows selected employees of the Company and/or its subsidiaries, including

Executive Directors of the Company and other selected participants, to subscribe for ordinary shares in the

Company. No compensation cost or obligation is recognised. When the options are exercised, the proceeds

received are credited to share capital (nominal value) and share premium.

(p) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past

events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate

of the amount can be made.

(q) Foreign Currencies

Monetary assets and liabilities expressed in foreign currencies are converted to Singapore dollars at the rates of

exchange closely approximating to those ruling at the balance sheet date. Transactions during the year are

converted to Singapore dollars at rates of exchange ruling on the transaction dates. Differences in exchange are

included in the income statements.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 7574 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

2. Significant Accounting Policies (cont’d)

(r) Revenue Recognition

Revenue from the sale of the Group’s products and services after accounting for trade discounts, returns and

goods and services tax is recognised on completion of delivery.

Revenue from advertisements is recognised when the advertisement is published or broadcast.

Revenue from rental and rental-related services is recognised on an accrual basis.

The policies relating to the recognition of revenue from investments are set out in Note 2(i) above.

(s) Financial Risk Management

The Group’s activities expose it to a variety of financial risks, particularly interest rate, currency, market, liquidity

and credit risks. The Group’s risk management policies seek to, where appropriate, minimise potential adverse

effects on the financial performance of the Group. The policies for managing these risks are summarised below.

(i) 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 consists of bank borrowings taken up by certain subsidiaries to finance their respective

operations. Where appropriate, the Group seeks to minimise its interest rate risk exposure by entering into

interest rate swaps over the duration of its borrowings.

(ii) Currency risk

The currency risk of the Group arises mainly from its operational purchases of raw materials and consumable

stores, capital expenditure and acquired content rights. The currency risk of the Group also arises from its

foreign currency cash deposits, bonds and equity investments, and from costs incurred by its overseas

news bureaus.

Where appropriate, the Group hedges against its currency risk resulting from anticipated sale and purchase

transactions in foreign currencies.

(iii) Market risk

The Group has investments in various financial instruments (including equities, fixed income and other

derivative instruments) and funds under management. The market values of these investments are affected

by, amongst others, changes in market prices as a result of changes in global economic conditions, macro and

micro economic factors affecting the country where the investments are quoted, and factors specific to the

investee corporations.

The fluctuations in market prices due to the above factors are unforeseen and the Group monitors these

changes to respond to them as and when appropriate and necessary.

(s) Financial Risk Management (cont’d)

(iv) Liquidity risk

In the management of 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.

(v) Credit risk

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 bankers’/insurance guarantees

from its customers, and imposes cash terms and/or advance payments from customers of lower credit standing.

As at the balance sheet date, the Group has no significant concentration of credit risks.

3. Share Capital

2003 2002

Number Number

of Shares of Shares

‘000 S$’000 ‘000 S$’000

Authorised

Management shares of S$1 each 10,000 10,000 10,000 10,000

Ordinary shares of S$1 each 990,000 990,000 990,000 990,000

1,000,000 1,000,000 1,000,000 1,000,000

Issued and fully paid

Management shares of S$1 each 3,740 3,740 3,731 3,731

Ordinary shares of S$1 each 365,817 365,817 365,966 365,966

369,557 369,557 369,697 369,697

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 7776 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

3. Share Capital (cont’d)

2003 2002

S$’000 S$’000

Movements during the financial year were:

Opening balance 369,697 369,644

Cancellation of ordinary shares of S$1 each under the share

buy back mandate approved by shareholders (Note 27) (1,050) (1,191)

Issue of ordinary shares of S$1 each fully paid under the

Singapore Press Holdings Group Executives’

Share Option Scheme 901 1,232

Issue of management shares of S$1 each fully paid in

accordance with the Newspaper and Printing Presses Act 9 12

Closing balance 369,557 369,697

Details of the unissued shares of the Company under option at the end of the financial year are as follows:

Singapore Press Holdings Group Executives’ Share Option Scheme (“1990 Scheme”)

Date of Expiry Exercise Balance Options Options Balance

Grant Date Price (a) 1.9.02 Exercised Cancelled 31.8.03

Nov 19, 1997 Nov 19, 2002 S$12.76 232,278 (232,269) (9) –

Nov 17, 1998 Nov 17, 2003 S$14.51 1,323,875 (668,696) – 655,179

1,556,153 (900,965) (9) 655,179

(a) Exercise prices were adjusted as a result of bonus shares issued during the financial year 1998 and the capital

reduction exercises during the financial years 1999 and 2002.

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

Date of Expiry Exercise Balance Options Options Balance

Grant Date (a) Price (b) 1.9.02 (c) Exercised Cancelled 31.8.03

Oct 27, 1999 Oct 27, 2009 S$28.02 2,861,700 – (213,600) 2,648,100

Oct 30, 2000 Oct 30, 2010 S$23.88 3,092,500 – (41,200) 3,051,300

Nov 6, 2001 Nov 6, 2011 S$15.71 3,211,900 – (34,000) 3,177,900

Oct 28, 2002 Oct 28, 2012 S$19.54 3,251,600 – (28,900) 3,222,700

12,417,700 – (317,700) 12,100,000

(a) The expiry of the exercise date in the case of options granted to an Associate shall be on the fifth anniversary of

such date of grant.

(b) Exercise prices were adjusted as a result of the capital reduction exercise during the financial year 2002.

(c) Or later date of grant.

4. Capital Reserve

Group

2003 2002

S$’000 S$’000

Capital reserve is made up as follows:

Distributable 1,375 1,375

Non-Distributable 630 630

2,005 2,005

5. Taxation

(a) Deferred Taxation

The movements in the Group’s deferred tax assets and liabilities (prior to offsetting of balances within the same

tax jurisdiction) during the year are as follows:

2003

Group

(i) Deferred Tax Liabilities

Accelerated Revaluation

Tax Depreciation Surplus Others Total

S$’000 S$’000 S$’000 S$’000

Opening balance 93,545 2,202 741 96,488

Credited to income statement (1,177) – (67) (1,244)

Closing balance 92,368 2,202 674 95,244

(ii) Deferred Tax Assets

Provisions

S$’000

Opening balance (13,201)

Charged to income statement 3,156

Closing balance (10,045)

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 7978 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

5. Taxation (cont’d)

(a) Deferred Taxation (cont’d)

2002

Group

(i) Deferred Tax Liabilities

Accelerated Revaluation

Tax Depreciation Surplus Others Total

S$’000 S$’000 S$’000 S$’000

Opening balance 89,407 2,202 1,011 92,620

Charged/(credited) to income

statement 12,846 – (172) 12,674

Write-back of provision in prior

years due to change in tax rate (8,698) – (98) (8,796)

Other adjustments (10) – – (10)

Closing balance 93,545 2,202 741 96,488

(ii) Deferred Tax Assets

Provisions

S$’000

Opening balance (19,394)

Charged to income statement 4,218

Write-off of provision in prior

years due to change in tax rate 1,975

Closing balance (13,201)

2003

Company

(i) Deferred Tax Liabilities

Accelerated

Tax

Depreciation

S$’000

Opening balance 80,713

Credited to income statement (1,410)

Closing balance 79,303

(ii) Deferred Tax Assets

Provisions

S$’000

Opening balance (13,138)

Charged to income statement 3,374

Closing balance (9,764)

2002

Company

(i) Deferred Tax Liabilities

Accelerated

Tax

Depreciation

S$’000

Opening balance 77,394

Charged to income statement 11,217

Write-back of provision in prior years due to change in tax rate (7,898)

Closing balance 80,713

(ii) Deferred Tax Assets

Provisions

S$’000

Opening balance (19,366)

Charged to income statement 4,253

Write-off of provision in prior years due to change in tax rate 1,975

Closing balance (13,138)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets

against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following

amounts, determined after appropriate offsetting, are shown in the balance sheets:

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Deferred tax liabilities 85,199 83,287 69,539 67,575

As at August 31, 2003, certain subsidiaries had unutilised tax losses of S$48.3 million (2002: S$51.6 million) available

for offsetting against future taxable income subject to the relevant provisions of the Income Tax Act, Chapter 134

(“Income Tax Act”).

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 8180 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

5. Taxation (cont’d)

(b) Current Taxation

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Opening balance 51,204 92,820 42,201 73,192

Income tax paid (40,349) (81,821) (36,605) (69,128)

Tax deducted at source on dividends

received from subsidiaries – – (3,000) (52,936)

Provision for the year 56,538 40,899 58,065 102,914

Group relief in accordance with

with Section 37C of the Income

Tax Act – – (6,778) (10,916)

Under/(over) provision in prior years 1,319 (667) – (925)

Other adjustments – (27) – –

Closing balance 68,712 51,204 53,883 42,201

(c) Tax Expense

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Tax expense attributable to profit

is made up of:

Current year

Current tax 56,538 40,899 58,065 102,914

Deferred tax 2,617 16,892 1,964 15,470

59,155 57,791 60,029 118,384

Prior years

Current tax 1,319 (667) – (925)

Deferred tax (705) (6,821) – (5,923)

59,769 50,303 60,029 111,536

(c) Tax Expense (cont’d)

The income tax expense on the results 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 Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Profit before taxation 438,904 357,474 530,233 422,229

Less: Share of profits less losses of associates (10,990) (31,021) – –

Adjusted profit before taxation 427,914 326,453 530,233 422,229

Tax calculated at corporate tax rate of 22%

(2002: 22%) 94,141 71,820 116,651 92,890

Singapore statutory stepped income exemption (134) (126) (12) (12)

Effect of change in tax rate – (697) – –

Income taxed at concessionary rate (1,963) (2,078) – –

Utilisation of previously unrecognised tax losses (28) (487) – –

Utilisation of previously unrecognised

capital allowances (1,317) (3,476) – –

Utilisation of deferred tax assets

not previously recognised (3,330) (2,763) – –

Income not subject to tax (43,729) (24,094) (52,079) (708)

Expenses not deductible for tax purposes 17,584 17,868 131 26,082

Losses of subsidiaries not offset

against taxable income of other entities 777 1,505 – –

Deferred tax benefit not recognised 1,711 – – –

Double tax relief for contributions

made to Institutes of Public Character (4,478) (111) (4,478) (111)

Effect of different tax rates in other countries 105 182 – –

Others (184) 248 (184) 243

59,155 57,791 60,029 118,384

6. Borrowings

Group

2003 2002

S$’000 S$’000

Transferable term loans [Note a] 700,000 700,000

Revolving credit facility [Note a] 4,400 –

Term advances – unsecured [Note b] 70,000 70,000

Revolving credit facilities – unsecured [Note b] 18,500 25,000

792,900 795,000

Borrowings are repayable:

Within 1 year 52,900 25,000

Between 1 – 5 years 740,000 770,000

792,900 795,000

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 8382 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

6. Borrowings (cont’d)

(a) A subsidiary has bank loan facilities amounting to S$714 million (2002: S$760 million), comprising a S$700

million (2002: S$700 million) transferable loan facility (“TLF”) and a S$14 million (2002: S$60 million) revolving

credit facility (“RCF”). During the financial year, S$4.4 million (2002: Nil) was drawn under the RCF. These facilities

are secured by way of a legal mortgage on the Group’s investment property [Note 8], an assignment of rental

proceeds from the investment property and the insurances on the investment property, and an undertaking by

the Company to pay all interests payable in respect of the facilities if the subsidiary fails to pay the same.

After taking into account interest rate swap arrangements totalling S$645 million (2002: S$645 million) entered into by

the subsidiary, the effective interest rate as at the balance sheet date on the TLF of S$700 million is 3.18% per annum

(2002: S$700 million, 3.20% per annum). The loans granted under the TLF are repayable no later than January 31, 2007.

The effective interest rate as at the balance sheet date on the loan granted under the RCF is 1.04% per annum.

(b) Another subsidiary has obtained unsecured bank loan facilities from certain banks amounting to S$95 million

(2002: S$95 million) comprising S$70 million (2002: S$70 million) term advances and S$25 million (2002: S$25

million) revolving credit facilities.

After taking into account interest rate swap arrangements totalling S$22.5 million (2002: S$22.5 million), the

effective interest rate as at the balance sheet date on the term advances of S$70 million is 2.04% per annum

(2002: S$70 million, 3.09% per annum). Of the S$70 million term advances, S$30 million is repayable on July 27,

2004 and the balance of S$40 million is repayable on December 17, 2004.

The effective interest rate as at the balance sheet date on the loans granted under the revolving credit facilities

is 1.26% (2002: 1.65%) per annum.

(c) In respect of bank borrowings, the Group’s policy is to, where appropriate, minimise its interest rate risk exposure

by entering into interest rate swaps over the duration of its borrowings. Accordingly, the subsidiaries have

entered into interest rate swap contracts as part of their interest rate risk management. Under the interest rate

swaps, the subsidiaries agree 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, 2003, the fixed interest rates vary from 2.55% to 3.44% (2002: 2.55% to 3.44%) per annum and floating

rates are referenced to SIBOR or Singapore dollar swap offer rates, where applicable.

The notional principal amounts of the outstanding interest rate swap contracts and their corresponding fair

values as at August 31 are:

Group

2003 2002

S$’000 S$’000

Notional due:

Within 1 year 22,500 –

Between 1 – 5 years 645,000 667,500

Fair values * (19,869) (20,595)

* The fair values of interest rate swap contracts have been calculated (using rates quoted by the Group’s bankers) assuming these

contracts are terminated at the balance sheet date. These are not recognised in the consolidated financial statements as at the

balance sheet date.

(d) The fair values of the transferable term loans, term advances and revolving credit facilities as at the balance

sheet date approximate their carrying values as these loans carry floating interest rates, which are repriced

frequently.

7. Property, Plant and Equipment

(a) Group

Plant Furniture

Land and Buildings and and Motor

Freehold Leasehold Equipment Fittings Vehicles Total

S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Cost

Opening balance 46,694 236,312 617,048 16,173 2,315 918,542

Additions – 9 3,347 468 598 4,422

Reclassification adjustments – (3,208) 3,259 (51) – –

Transfer in from capital

work-in-progress – – 1,868 2,508 – 4,376

Disposals – – (8,779) (825) (490) (10,094)

Closing balance 46,694 233,113 616,743 18,273 2,423 917,246

Accumulated Depreciation

Opening balance 17,238 57,434 311,218 6,594 1,826 394,310

Charge for the year 212 8,373 43,325 1,488 254 53,652

Reclassification adjustments – (401) 417 (16) – –

Impairment losses – 8,006 – – – 8,006

Disposals – – (8,391) (634) (482) (9,507)

Closing balance 17,450 73,412 346,569 7,432 1,598 446,461

Net book value at

August 31, 2003 29,244 159,701 270,174 10,841 825 470,785

Capital work-in-progress – – 163,071 – – 163,071

Closing balance 29,244 159,701 433,245 10,841 825 633,856

Capital work-in-progress

Opening balance 984 – 144,970 – – 145,954

Additions 85 – 19,969 2,508 – 22,562

Transfer out to fixed assets – – (1,868) (2,508) – (4,376)

Amounts written off to

income statement (1,069) – – – – (1,069)

Closing balance – – 163,071 – – 163,071

2002 Comparatives

Net book value at

August 31, 2002 29,456 178,878 305,830 9,579 489 524,232

Capital work-in-progress 984 – 144,970 – – 145,954

Closing balance 30,440 178,878 450,800 9,579 489 670,186

Depreciation for 2002 430 7,921 42,518 1,196 261 52,326

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 8584 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

7. Property, Plant and Equipment (cont’d)

(b)

Company

Plant Furniture

and and Motor

Equipment Fittings Vehicles Total

S$’000 S$’000 S$’000 S$’000

Cost

Opening balance 503,418 10,576 2,053 516,047

Additions 1,803 164 598 2,565

Transfer in from capital

work-in-progress 1,624 2,508 – 4,132

Transfer in 528 – – 528

Transfer out (33) – – (33)

Disposals (8,332) (363) (401) (9,096)

Closing balance 499,008 12,885 2,250 514,143

Accumulated Depreciation

Opening balance 280,453 3,671 1,708 285,832

Charge for the year 32,960 1,014 216 34,190

Transfer in 188 – – 188

Transfer out (27) – – (27)

Disposals (8,004) (260) (401) (8,665)

Closing balance 305,570 4,425 1,523 311,518

Net book value at

August 31, 2003 193,438 8,460 727 202,625

Capital work-in-progress 163,046 – – 163,046

Closing balance 356,484 8,460 727 365,671

Capital work-in-progress

Opening balance 144,847 – – 144,847

Additions 19,943 2,508 – 22,451

Transfer out to fixed assets (1,624) (2,508) – (4,132)

Transfer out (120) – – (120)

Closing balance 163,046 – – 163,046

2002 Comparatives

Net book value at

August 31, 2002 222,965 6,905 345 230,215

Capital work-in-progress 144,847 – – 144,847

Closing balance 367,812 6,905 345 375,062

Depreciation for 2002 31,749 596 208 32,553

8. Investment Property

Details of the investment property are as follows:

Group

Freehold Land and Building

2003 2002

S$’000 S$’000

Cost 923,827 923,827

Development expenditure at cost 167,526 137,310

Loan interest capitalised 18,935 18,935

1,110,288 1,080,072

Impairment losses (70,534) (20,534)

1,039,754 1,059,538

Rental income 42,217 41,720

Fair value 1,050,000 1,140,000

Fair value of the investment property, the amalgamated Paragon on Orchard Road, was stated at Directors’ valuation

based on an independent professional valuation, determined on an open market value basis, carried out by Knight

Frank Pte Ltd on February 28, 2003 (2002: December 20, 2001) on the basis that the construction work to build and

merge the new building with Paragon would be satisfactorily completed and the Temporary Occupation Permit and

Certificate of Statutory Completion would be obtained. The investment property is mortgaged to a bank as security

for loan facilities granted to a subsidiary.

9. Interests in Subsidiaries

(a) Unquoted equities

Company

2003 2002

S$’000 S$’000

Unquoted equities, at cost 476,083 474,843

Amounts owing by subsidiaries (non-trade) [Note (c)] 1,378,626 1,244,293

Loan to a subsidiary [Note (c)] 40,000 15,000

1,894,709 1,734,136

Amounts owing to subsidiaries (non-trade) [Note (c)] (67,155) (64,313)

1,827,554 1,669,823

Details of subsidiaries are set out in Note 30.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 8786 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

9. Interests in Subsidiaries (cont’d)

(b) Goodwill arising on acquisition of subsidiaries

Group

2003 2002

S$’000 S$’000

Opening balance – –

Goodwill on acquisition during the year 1,240 30,898

Amounts written off during the year (Note 26) (1,240) (30,898)

Closing balance – –

(c) The amounts owing by/to subsidiaries and the loan to a subsidiary are unsecured, interest free and have no

fixed repayment terms. However, repayments are not expected within the next twelve months. Accordingly, it

is not practicable to determine the fair value of these balances. However, the Company does not anticipate the

carrying amounts at the balance sheet date to be significantly different from the values that would eventually

be settled.

10. Interests in Associates

(a) Unquoted equities

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Unquoted equities, at cost 44,837 93,537 2,980 2,980

Amounts owing by associates

(non-trade) [Note (b)] 4 13 – –

Loans to associates [Note (b)] 650 300 – –

45,491 93,850 2,980 2,980

Goodwill on consolidation written off (23,357) (23,357) – –

Share of net (losses)/profits (14,509) 75,582 – –

Exchange translation difference – 219 – –

Impairment losses (7,439) – (2,980) (2,980)

186 146,294 – –

Details of associates are set out in Note 31.

(b) The amounts owing by associates and loans to associates are unsecured, interest free and have no fixed repayment

terms. However, repayments are not expected within the next twelve months. Accordingly, it is not practicable

to determine the fair value of these balances. However, the Group does not anticipate the carrying amounts at

the balance sheet date to be significantly different from the values that would eventually be settled.

11. Long-Term Investments

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Quoted, at cost

Equities 92,855 51,658 – –

Bonds 48,000 150,947 – –

Unquoted, at cost

Equities 78,363 85,797 35,577 35,577

Other investments 60,318 67,605 425 425

279,536 356,007 36,002 36,002

Accretion of discount on bonds – 16 – –

Amortisation of premium on bonds – (52) – –

Provision for diminution in value

of investments – Quoted – (2,050) – –

– Unquoted (10,312) (13,025) – –

269,224 340,896 36,002 36,002

Movements in provision

Opening balance 15,075 16,683 – –

Provision for the year – Unquoted 208 4,708 – –

Utilisation of provision (2,921) (8,366) – –

Transfer (to)/from short-term

investments (2,050) 2,050 – –

Closing balance 10,312 15,075 – –

Market value of quoted investments

Equities 268,930 67,907 – –

Bonds 51,432 158,091 – –

320,362 225,998 – –

12. Other Non-Current Assets

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Staff loans 4,916 5,010 4,781 4,963

Long-term debtors – 266 – –

4,916 5,276 4,781 4,963

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 8988 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

13. Stocks

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Raw materials and consumable stores 38,895 32,633 38,278 32,055

Acquired content rights, at unamortised cost 16,519 10,509 – –

Production cost of programmes, at unamortised cost 7,925 7,340 – –

Provision for stocks (8,576) (3,437) (1,010) (1,010)

54,763 47,045 37,268 31,045

Made up as follows:

At cost 20,636 26,987 7,670 12,443

At net realisable value 34,127 20,058 29,598 18,602

54,763 47,045 37,268 31,045

Movements in provision

Opening balance 3,437 2,110 1,010 2,110

Provision/(write-back) for the year 5,139 1,327 – (1,100)

Closing balance 8,576 3,437 1,010 1,010

14. Prepaid Content Rights

Group

2003 2002

S$’000 S$’000

Prepaid content rights – at cost 23,694 14,361

Provision for prepaid content rights (1,467) (86)

22,227 14,275

Movements in provision

Opening balance 86 –

Provision for the year 1,381 86

Closing balance 1,467 86

15. Trade Debtors

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Amount owing 104,942 113,507 95,120 101,542

Provision for doubtful debts (19,590) (21,023) (18,190) (19,700)

85,352 92,484 76,930 81,842

Movements in provision

Opening balance 21,023 19,130 19,700 18,083

Provision for the year 2,118 5,848 1,531 5,345

Bad debts written off (3,551) (3,955) (3,041) (3,728)

Closing balance 19,590 21,023 18,190 19,700

16. Other Debtors and Prepayments

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Accrued interest 6,180 7,694 23 90

Sundry debtors 3,781 2,497 1,596 791

Prepayments 2,426 2,011 1,212 698

Staff loans 1,794 1,945 1,715 1,854

14,181 14,147 4,546 3,433

17. Short-Term Investments

(a) Internally managed

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Quoted

Equities, at cost 102,198 53,844 – –

Bonds, at cost 613,734 405,326 – –

Accretion of discount on bonds 3,090 3,370 – –

Amortisation of premium on bonds (1,363) (287) – –

Unquoted

Equities, at cost 3,480 3,480 – –

721,139 465,733 – –

Provision for diminution in

value of investments –Quoted (57,323) (42,424) – –

663,816 423,309 – –

Movements in provision

Opening balance 42,424 50,012 – –

Provision for the year 18,344 12,633 – –

Utilisation of provision (5,495) (19,653) – –

Transfer from/(to) long–term

investments 2,050 (2,050) – –

Transfer from funds under

management – 1,482 – –

Closing balance 57,323 42,424 – –

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 9190 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

17. Short-Term Investments (cont’d)

(b) Funds under management

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Quoted investments, at cost

Equities 85,580 – – –

Bonds 148,870 153,227 – –

234,450 153,227 – –

Provision for diminution in

value of quoted investments (1,746) (1,723) – –

232,704 151,504 – –

Bank balances 18,520 3,202 – –

Accrued income 970 818 – –

Due to brokers (400) (3,833) – –

251,794 151,691 – –

Movements in provision

Opening balance 1,723 9,632 – 8,998

Provision for the year 1,823 1,670 – 222

Utilisation of provision (1,800) (8,097) – (7,738)

Transfer to internally managed

short-term investments of the Group – (1,482) – (1,482)

Closing balance 1,746 1,723 – –

Total Short-Term Investments 915,610 575,000 – –

Total market/fair value of investments

Quoted – Equities 194,894 23,104 – –

Bonds 737,510 564,474 – –

932,404 587,578 – –

Unquoted – Equities 3,564 4,110 – –

Observable market prices are used as the measure of fair values of unquoted investments.

18. Other Creditors and Accrued Liabilities

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Accrued operating expenses 91,213 100,570 69,160 77,954

Sundry creditors 18,355 16,914 7,844 25,379

Customers’ deposits and credits 4,024 3,921 3,897 3,795

Amounts due to brokers 949 – – –

114,541 121,405 80,901 107,128

19. Capital and Other Commitments

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Commitments for:

(a) Capital expenditure:

Authorised and contracted for 29,271 79,063 22,212 37,763

Authorised but not contracted for 26,206 30,064 26,152 30,064

(b) Equity investments 14,101 14,685 – –

(c) Operating leases due:

Within 1 year 3,067 5,137 – –

Between 1 – 5 years 5,864 8,189 – –

After 5 years 44,559 47,979 – –

(d) Foreign currency forward contracts

Notional due:

Within 1 year 18,560 45,336 4,577 5,866

Positive fair value 68 825 40 825

Negative fair value – (120) – –

(e) Cross currency swap contracts

Notional due:

After 5 years 18,400 36,800 – –

Negative fair value (157) (46) – –

The fair values of foreign currency forward and cross currency swap contracts have been calculated (using rates

quoted by the Group’s bankers) assuming these contracts are terminated at the balance sheet date.

20. Contingent Liability (Unsecured)

As at August 31, 2003, the Company provided an indemnity to a financial institution for performance guarantees

issued on behalf of a subsidiary to enable the subsidiary to meet its obligations in the ordinary course of business.

The performance guarantees comprised US$1 million (S$1.75 million) maturing on March 31, 2004, US$4 million

(S$7 million) for period commencing April 1, 2004 to March 31, 2005, US$4 million (S$7 million) for period

commencing April 1, 2005 to March 31, 2006 and US$4 million (S$7 million) for period commencing April 1, 2006 to

March 31, 2007 (2002: Nil).

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 9392 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

21. Operating Revenue

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Newspapers and Magazines

Advertisements 595,370 612,683 580,808 599,000

Circulation 180,336 181,384 173,482 175,217

Others 13,676 14,210 17,075 17,536

789,382 808,277 771,365 791,753

Broadcasting and Multimedia

Advertisements 43,131 29,870 1,567 940

Broadcasting and multimedia services 12,603 11,516 4,753 3,206

55,734 41,386 6,320 4,146

Property

Rental and rental-related services 52,700 53,862 – –

897,816 903,525 777,685 795,899

22. Staff Costs

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

(a) Staff costs (including Executive Directors):

Salaries, bonuses and other costs 214,517 217,349 181,390 181,299

Employers’ contribution to defined

contribution plans 26,241 28,333 22,088 23,048

240,758 245,682 203,478 204,347

(b) Average number of employees 3,715 4,010 3,118 3,324

23. Profit from Operations

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Profit from operations is arrived at:

After charging

Audit fees:

Company’s auditors:

Current year 299 289 161 136

Prior year – 7 – –

Other auditors:

Current year 23 44 – –

Prior year (1) – – –

Non-audit fees #:

Company’s auditors

Current year 36 272 33 225

Prior year (22) – – –

Less:

Amount included in exceptional items – (25) – (25)

14 247 33 200

Directors’ remuneration:

Company’s Directors 2,216 3,500 2,216 3,494

Directors of subsidiaries 1,590 896 – –

Net loss on disposal of fixed assets 403 5,238 330 3,924

Provision for stocks (Note 13) 5,139 1,327 – –

Provision for prepaid content rights (Note 14) 1,381 86 – –

Provision for doubtful trade debts (Note 15) 2,118 5,848 1,531 5,345

Rental expense 2,657 3,677 38,556 35,695

and after crediting

Write-back of provision for stocks (Note 13) – – – 1,100

Bad trade debts recovered 202 321 201 320

Exchange gain 639 2,185 170 1,847

Interest income:

Others 241 475 53 91

# Non-audit fees are mainly for services of an audit and/or review nature relating to non-statutory audit assignments and for tax

compliance services.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 9594 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

24. Finance Costs

Group

2003 2002

S$’000 S$’000

Interest on bank loans 24,326 28,687

25. Net Income from Investments

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Deposits interest 3,636 6,007 1,244 4,653

Interest from bonds 22,809 24,998 – –

Dividend from equities 10,126 2,843 – –

Foreign exchange (loss)/gain (776) 2,436 – –

Profit on sale of investments:

Short-term investments 13,493 6,583 – –

Long-term investments 132 2,126 – –

Other investment income 1,643 – – –

51,063 44,993 1,244 4,653

Accretion of discount on bonds 57 468 – –

Amortisation of premium on bonds (1,273) (385) – –

Provision for diminution

in value of investments:

Quoted (18,344) (12,633) – –

Unquoted (208) (4,708) – –

31,295 27,735 1,244 4,653

Income from funds under management [Note 25(a)] 8,289 13,936 – 9,498

39,584 41,671 1,244 14,151

(a) Income from funds under managementGroup Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Interest on deposits and bonds 5,882 6,519 – 1,372

Profit on sale of investments 4,529 9,072 – 7,920

Dividend from quoted equities 879 334 – 334

Foreign exchange (loss)/gain (414) 188 – 285

Expenses and fees (764) (507) – (191)

10,112 15,606 – 9,720

Provision for diminution in value

of quoted investments (1,823) (1,670) – (222)

8,289 13,936 – 9,498

26. Exceptional Items

Group Company

2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000

Surplus on partial disposal of interests

in an associate 187,720 – – –

Surplus on completion of liquidation of:

– Subsidiaries 1,748 – – –

– An associate 46 – – –

Impairment loss on investment property (50,000) – – –

Impairment loss on property, plant and equipment (8,006) (27,068) – (24,264)

Impairment loss on associates (7,439) – – –

Goodwill on consolidation written off in

respect of acquisition of interests

in subsidiaries (Note 9) (1,240) (30,898) – –

Capital work-in-progress written off (1,069) – – –

Realisation of capital reserves upon

privatisation of a subsidiary – 67,839 – –

Surplus/(loss) on disposal of an associate – 31,613 – (117,937)

Surplus on sale of property – 2,478 – –

Net book value of property, plant and

equipment demolished – (4,361) – –

Cost of investment property demolished – (37,400) – –

121,760 2,203 – (142,201)

27. Share Buy Back

Under the share buy back mandate approved by shareholders, the Company repurchased 1,050,000 (2002:

1,191,000) ordinary shares of S$1 each during the financial year at an average price of S$17.11 (2002: S$17.94)

per share, amounting to a total cost, including brokerage, of S$18.0 million (2002: S$21.4 million). The repurchase

transactions were financed by internally generated funds. The amounts were adjusted against the Company’s share

capital and retained profit accounts.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 9796 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

28. Dividends

Group and Company

2003 2002

S$’000 S$’000

Dividends paid:

– Final dividend of 50 cents per share less tax

at 22% in respect of previous financial year

(2002: 50 cents per share less tax at 24.5%) 144,327 139,470

– Special dividend of 30 cents per share less tax

at 22% in respect of previous financial year

(2002: Nil) 86,596 –

– Interim dividend of 20 cents per share less tax

at 22% (2002: 19.36 cents per share less tax at 22%) 57,654 55,821

– Special interim dividend of 30 cents per share less tax

at 22% (2002: Nil) 86,481 –

375,058 195,291

(a) The Directors have proposed a special final dividend of 30 cents per share, less tax at 22%, amounting to a total

of S$86,476,000 (2002: 30 cents per share, less tax at 22%, amounting to S$86,596,000).

(b) In addition, the Directors have proposed a final dividend for 2003 of 50 cents per share, less tax at 22%, amounting

to a total of S$144,128,000 (2002: 50 cents per share, less tax at 22%, amounting to S$144,327,000).

(c) These financial statements do not reflect these proposed dividends, which will be accounted for in shareholders’

equity as an appropriation of retained earnings in the financial year ending August 31, 2004 (2002: August 31,

2003) when they are approved at the next annual general meeting.

29. Earnings per Share

Group

2003 2002

Basic Diluted Basic Diluted

S$’000 S$’000 S$’000 S$’000

Profit attributable to shareholders 378,736 378,736 307,397 307,397

Number of Shares Number of Shares

’000 ’000

Weighted average number of shares 369,714 369,714 369,414 369,414

Adjustment for assumed conversion of share

options – 634 – 1,095

Weighted average number of shares

used to compute earnings per share 369,714 370,348 369,414 370,509

Earnings per S$1 share (S$) 1.02 1.02 0.83 0.83

30. Subsidiaries

Country of Effective

Incorporation/ Class of % of Equity held

Name of Subsidiary Principal Activities Operation Shares Cost of Investment by the Group

2003 2002 2003 2002

S$’000 S$’000 % %

Hipro Printing Pte Ltd Publishing newspapers Singapore Ord 360 360 80.00 80.00

Focus Publishing Ltd Publishing newspapers Singapore Mgt * * 99.96 99.96

and magazines Ord * * 100.00 100.00

# Singapore Press Provision of news Singapore Mgt * * 99.98 99.98

Holdings (Overseas) reporting & marketing Ord * * 100.00 100.00

Limited services and holding

investments

# SPH (Americas) Provision of news Singapore Ord * * 100.00 100.00

Pte Ltd reporting services

SPH Magazines Pte Publishing magazines Singapore Ord * * 100.00 100.00

Ltd (formerly known

as Times Periodicals

Private Limited)

TP Ventures Pte Ltd Holding investments Singapore Ord * – 100.00 –

Lianhe Publishing Publishing magazines Singapore Ord * * 51.00 51.00

Pte Ltd

@ SPH AsiaOne Ltd Provision of Internet- Singapore Ord 94,400 94,400 100.00 100.00

related services and

holding investments

@ Zaobao.com Ltd Provision of Internet- Singapore Ord * * 100.00 100.00

related services

@ Evol Media Pte Ltd Provision of Internet- Singapore Ord * – 100.00 –

related services

SPH MediaWorks Ltd Provision of Singapore Ord 90,000 88,760 100.00 98.62

broadcasting and

broadband services

SPH MultiMedia Holding investments Singapore Ord 8,500 8,500 100.00 100.00

Private Limited

Balance c/f 193,260 192,020

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 9998 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

30. Subsidiaries (cont’d)

Country of Effective

Incorporation/ Class of % of Equity held

Name of Subsidiary Principal Activities Operation Shares Cost of Investment by the Group

2003 2002 2003 2002

S$’000 S$’000 % %

Balance b/f 193,260 192,020

The Straits Times Holding investments Singapore Mgt 334 334 100.00 100.00

Press (1975) Limited Ord 33,072 33,072 100.00 100.00

Lianhe Investments Holding investments Singapore Ord 6,335 6,335 100.00 100.00

Pte. Ltd. for dealing purposes

SPH Data Services Licensing of copyrights Singapore Ord * * 100.00 100.00

Pte Ltd & trademarks

Singapore Newspaper Holding investments Singapore Ord 50,000 50,000 100.00 100.00

Services Private and properties

Limited

Vinora Holdings Holding investments British Virgin Ord * * 100.00 100.00

Limited Islands

Futura Management Holding investments Cook Islands Ord * * 100.00 100.00

Limited

Crestville Investments Holding investments British Virgin Ord * * 100.00 100.00

Limited Islands

Morningvista Holding investments British Virgin Ord * * 100.00 100.00

Investments Limited Islands

Singapore News and Holding investments Singapore Mgt 1,153 1,153 100.00 100.00

Publications Limited and properties Ord 114,102 114,102 100.00 100.00

Sin Chew Jit Poh Holding investments Singapore Mgt * * 100.00 100.00

(Singapore) Limited and properties Ord * * 100.00 100.00

Times Properties Letting properties and Singapore Ord 77,827 77,827 100.00 100.00

Private Limited provision of property

management services

Orchard 290 Ltd Holding investments and Singapore Ord * * 100.00 100.00

managing of shopping

centres & other

commercial properties

Balance c/f 476,083 474,843

30. Subsidiaries (cont’d)

Country of Effective

Incorporation/ Class of % of Equity held

Name of Subsidiary Principal Activities Operation Shares Cost of Investment by the Group

2003 2002 2003 2002

S$’000 S$’000 % %

Balance b/f 476,083 474,843

SPH Stop Press Pte Property development Singapore Ord * * 100.00 100.00

Ltd

Asia Century Dormant Singapore Ord * * 51.00 51.00

Publishing Pte Ltd

The Straits Times Dormant United Ord * * 100.00 100.00

Press (London) Limited Kingdom

+ Orchard 300 Ltd Dormant Singapore Ord – * – 100.00

++ SPH Asset Dormant Singapore Ord – * – 100.00

Management Limited

++ Mantown Dormant Hongkong Ord – * – 93.10

Enterprises Limited

++ Solar River Dormant Hongkong Ord – * – 93.10

Investments Limited

++ Video Post Limited Dormant Hongkong Ord – * – 93.10

476,083 474,843

Notes:

1. # Singapore Press Holdings (Overseas) Limited operates in Japan, Hongkong, Australia, Philippines, Thailand, China,

Taiwan and Indonesia.

SPH (Americas) Pte Ltd operates in United States of America.

2. @ Companies audited by Ernst & Young, Singapore.

3. * The shareholdings of these companies are held by subsidiaries of the Company.

4. + This company has been placed under liquidation.

5. ++ The liquidation of these companies were completed during the financial year.

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 101100 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

31. Associates

Country of Effective

Incorporation/ Class of % of Equity held

Name of Associate Principal Activities Operation Shares Cost of Investment by the Group

2003 2002 2003 2002

S$’000 S$’000 % %

Held by the Company

Business Day Publishing Thailand Ord 2,980 2,980 24.97 24.97

Company Limited newspapers

Held by Subsidiaries

American Bourses Development & Singapore Ord 6,375 6,375 20.00 20.00

Corporation Pte Ltd maintenance of

software & multi-

media works;

Business management

& consultancy services

Citta Bella Sdn Bhd Publishing and Malaysia Ord 248 248 24.99 24.99

distributing

magazines

StarEastWorks Limited Content Hongkong Ord 33,634 33,634 50.00 49.31

production

UnionWorks Pte Ltd Radio Singapore Ord 1,600 1,300 50.00 49.31

broadcaster

^ MobileOne Ltd Providing Singapore Ord – 49,000 – 35.00

(formerly known as telecommunication

MobileOne (Asia) services

Pte Ltd)

+ FantasticOne (Asia- Dormant Singapore Ord – – – 34.84

Pacific) Pte Ltd

44,837 93,537

Notes:

1. ^ The Group partially disposed of its interests in the company through the initial public offering of the company during the financial

year. Thereafter, the remaining 14.16% stake is accounted as a long-term investment.

2. + The liquidation of the company was completed during the financial year.

32. Segmental Information

2003

Newspapers Broadcasting, Treasury

and Multimedia and and

Magazines Telecommunications Investment Property Eliminations Consolidated

S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Operating revenue

External sales 789,382 55,734 – 52,700 – 897,816

Inter-segmental sales 2,914 21 – 2,544 (5,479) –

Total operating revenue 792,296 55,755 – 55,244 (5,479) 897,816

Result

Segment result 305,065 (53,057) 39,028 39,203 – 330,239

Finance costs – (1,916) – (22,410) – (24,326)

Finance income 102 39 – 100 – 241

Share of profits less losses

of associates 86 10,904 – – – 10,990

Exceptional items

– Surplus on partial disposal

of interests in an associate – 187,720 – – – 187,720

– Impairment losses of

assets (7,000) (7,439) – (51,006) – (65,445)

– Others – 540 14 (1,069) – (515)

Profit/(loss) before taxation 298,253 136,791 39,042 (35,182) – 438,904

Taxation (59,769)

Profit after taxation 379,135

Minority interests (399)

Profit attributable to

shareholders 378,736

Other Information

Segment assets 737,067 86,974 1,462,487 1,081,531 – 3,368,059

Interests in associates 186 – – – – 186

Consolidated total assets 3,368,245

Segment liabilities 126,740 108,191 986 729,573 – 965,490

Current taxation 68,712

Deferred taxation 85,199

Minority interests 1,108

Consolidated total liabilities 1,120,509

Capital expenditure 26,367 437 – 30,396 – 57,200

Depreciation 44,841 8,158 – 653 – 53,652

Singapore Press Holdings | Annual Report 2003 | Audited Financial Statements 103102 G R O W T H W I T H S Y N E R G Y

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

32. Segmental Information (cont’d)

2002

Newspapers Broadcasting, Treasury

and Multimedia and and

Magazines Telecommunications Investment Property Eliminations Consolidated

S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Operating revenue

External sales 808,277 41,386 – 53,862 – 903,525

Inter-segmental sales 3,559 2,028 167 5,260 (11,014) –

Total operating revenue 811,836 43,414 167 59,122 (11,014) 903,525

Result

Segment result 333,131 (58,529) 40,817 37,043 – 352,462

Finance costs – (1,660) – (27,027) – (28,687)

Finance income 203 112 – 160 – 475

Share of profits less losses

of associates 29 30,992 – – – 31,021

Exceptional items

– Impairment losses of

assets (24,264) – – (2,804) – (27,068)

– Others (4,361) 68,554 – (34,922) – 29,271

Profit/(loss) before taxation 304,738 39,469 40,817 (27,550) – 357,474

Taxation (50,303)

Profit after taxation 307,171

Minority interests 226

Profit attributable to

shareholders 307,397

Other Information

Segment assets 746,931 104,670 1,243,789 1,110,985 – 3,206,375

Interests in associates 99 146,195 – – – 146,294

Consolidated total assets 3,352,669

Segment liabilities 140,515 112,719 95 722,602 – 975,931

Current taxation 51,204

Deferred taxation 83,287

Minority interests 709

Consolidated total liabilities 1,111,131

Capital expenditure 178,009 4,617 – 8,641 – 191,267

Depreciation 42,813 8,632 8 873 – 52,326

32. Segmental Information (cont’d)

Notes:

(a) Business segments: The Group is organised into four major operating segments, namely Newspapers and

Magazines, Broadcasting, Multimedia and Telecommunications, Treasury and Investment, and Property, and

reports its primary segment information through direct identification. The Newspapers and Magazines segment

is involved in the publishing, printing and distributing of newspapers and magazines. The Broadcasting,

Multimedia and Telecommunications segment provides services which include provision of broadcasting, portal

sites, mobile telephony and other related services. The Treasury and Investment segment manages the investment

activities of the Group. The Property segment holds and manages properties owned by the Group.

Following the partial disposal of interests in an associate during the financial year, the Telecommunication business

ceases to be part of a major operating segment from the next financial year.

(b) Geographical segments: The principal geographical area in which the Group operates is Singapore. The

Group’s overseas operations comprise mainly holding overseas investments and the provision of marketing,

editorial, art and graphical services overseas.

Capital

Operating Revenue Segment Assets Expenditure

2003 2002 2003 2002 2003 2002

S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Singapore 897,816 903,525 3,234,167 3,220,695 57,181 191,229

Other Countries – – 134,078 131,974 19 38

897,816 903,525 3,368,245 3,352,669 57,200 191,267

(c) Under equity accounting, the Group’s operating revenue does not include its share of associates’ operating revenue.

33. Fair Value of Financial Instruments

The financial assets and financial liabilities of the Group and the Company for which fair values are required to be

disclosed in accordance with Singapore Statements of Accounting Standard comprise the following:

(a) long-term investments in investees other than subsidiaries and associates,

(b) non-current loans payable,

(c) non-current receivables from and payables to subsidiaries and associates,

(d) other non-current receivables,

(e) current assets other than stocks, prepaid content rights and prepayments,

(f) current liabilities other than provision for taxation.

Singapore Press Holdings | Annual Report 2003 | Shareholding Stat ist ics 105104 G R O W T H W I T H S Y N E R G Y

Shareholding Stat ist ics Share price movements for the year

ended Auguat 31, 2003

NOTES TO THE FINANCIAL STATEMENTS (cont’d)August 31, 2003

Shareholding Stat ist icsSHARE PRICE MOVEMENTS for the year ended August 31

33. Fair Value of Financial Instruments (cont’d)

The fair values of these financial assets and financial liabilities as at the balance sheet date approximate their

carrying values as shown in the balance sheets, with the exception of long-term and short-term investments, and

non-current receivables from and payables to subsidiaries and associates.

The fair values of quoted long-term investments and quoted and unquoted short-term investments as at the balance

sheet date are as detailed in the respective notes to the financial statements. For unquoted long-term investments,

it is not practicable to determine the fair value because the assumptions used in the valuation models to value these

investments cannot be reasonably determined. The unquoted long-term investments comprised investments in

venture capital companies and companies whose principal activities include the provision of telecommunication-

related services. Information on the fair values of non-current receivables from and payables to subsidiaries and

associates are set out in the respective notes to the financial statements.

34. Re-classification

Where necessary, comparative figures have been adjusted to conform with the current presentation where there are

changes in presentation in these financial statements.

35. Authorisation of Financial Statements

On October 10, 2003, the Board of Directors of Singapore Press Holdings Limited authorised these financial statements

for issue.

Highest closing price Lowest closing price

2003 2002 2001 2000 1999

S$ S$ S$ S$ S$

Highest closing price 20.50 24.70 29.10 37.20 34.50

Lowest closing price 15.50 15.40 18.70 25.30 12.20

August 31 closing price 18.70 19.60 19.80 27.70 28.00

Price/earnings ratio based on

August 31 closing price 18.33 23.61 22.76 31.84 30.77

0

20

25

30

35

40

S$

Year 1999 2000 2001 2002 2003

0

10

12

14

16

18

20

22

24

26

S$

Year 1999 2000 2001 2002 2003

0.19%

Singapore Press Holdings | Annual Report 2003 | Shareholding Stat ist ics 107106 G R O W T H W I T H S Y N E R G Y

SHAREHOLDERS BY SIZE OF SHAREHOLDINGSas at October 22, 2003

HOLDERS OF MANAGEMENT SHARESas at October 22, 2003

8.43%

49.06%

42.32%

1 – 999 1,000 – 10,000 10,001 – 1,000,000 1,000,001 and above

Size of Shareholdings No. of Shareholders % Total Holdings %

1 – 999 5,594 42.32 1,691,505 0.46

1,000 – 10,000 6,485 49.06 16,494,408 4.50

10,001 – 1,000,000 1,114 8.43 60,598,642 16.55

1,000,001 and above 25 0.19 287,480,517 78.49

Grand Total 13,218 100.00 366,265,072 100.00

All the ordinary shares in the Company are at all times held by the public and Rule 723 of the Singapore Exchange

Listing Manual has been complied with.

Name of Shareholder Total Holdings %

1. THE GREAT EASTERN LIFE ASSURANCE COMPANY LIMITED 846,537 22.60

2. OVERSEA-CHINESE BANKING CORPORATION LTD 629,203 16.80

3. NTUC INCOME INSURANCE COOPERATIVE LIMITED 612,125 16.35

4. SINGAPORE TELECOMMUNICATIONS LIMITED 498,112 13.30

5. THE DEVELOPMENT BANK OF SINGAPORE LTD 355,793 9.50

6. UNITED OVERSEAS BANK LIMITED 301,363 8.05

7. NATIONAL UNIVERSITY OF SINGAPORE 200,697 5.36

8. FRASER & NEAVE LIMITED 150,678 4.02

9. FULLERTON (PRIVATE) LIMITED 150,678 4.02

10. CHIEF EXECUTIVE OFFICER 2 0.00

11. DIRECTORS (ONE EACH) 9 0.00

TOTAL 3,745,197 100.00

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 a show of hands to two

hundred (200) votes for each management share held.

Singapore Press Holdings | Annual Report 2003 109

Share Options

The Singapore Press Holdings Group Executives’ Share Option Scheme (“1990 Scheme”) and the Singapore Press Holdings

Group (1999) Share Option Scheme (“1999 Scheme”) are administered by the Remuneration Committee comprising the

following members:

Michael Fam Yue Onn (Chairman)

Lee Hee Seng

Lim Chin Beng

Ngiam Tong Dow

Yeo Ning Hong

Details of options granted to Directors and employees in the Group receiving 5% or more of the total number of options

available under the 1990 Scheme are as follows:

Name of Number and Aggregate Aggregate Aggregate

Director/Employee terms of options options options

Options granted granted since exercised since outstanding

from 1.9.02 to commencement commencement as at 31.8.03

31.8.03 of Scheme on of Scheme on

28.12.90 to 28.12.90 to

31.8.03 31.8.03

Lim Kim San – 1,763,912 1,552,782 211,130

The 1990 Scheme was approved by shareholders in December 1990, and has been subsequently amended; the latest

amendments were approved at the extraordinary general meeting on July 16, 1999.

At the extraordinary general meeting on July 16, 1999, the 1999 Scheme was adopted to replace the 1990 scheme.

Details of options granted to Directors and employees in the Group receiving 5% or more of the total number of options

available under the 1999 Scheme are as follows:

Name of Number and Aggregate Aggregate Aggregate

Director/Employee terms* of options options options

Options granted granted since exercised since outstanding

from 1.9.02 to commencement commencement as at 31.8.03

31.8.03 of Scheme on of Scheme on

27.10.99 to 27.10.99 to

31.8.03 31.8.03

Lim Kim San 225,000 900,000 – 900,000

*Terms: Exercise price: S$19.54

Expiry Date: 28.10.2012

In respect of each of the 1990 Scheme and 1999 Scheme:

1. the Rules do not allow for options to be granted at a discount;

2. there are no controlling shareholders of the Company or its associates to whom options have been granted; and

3. except as disclosed herein, no employee has received 5% or more of the total number of options available.

Copies of the 1990 Scheme and the 1999 Scheme are available for inspection at the Company’s registered office.

108 G R O W T H W I T H S Y N E R G Y

TWENTY LARGEST ORDINARY SHAREHOLDERSas at October 22, 2003

Name of Shareholder Total Holdings %

1. DBS NOMINEES (PRIVATE) LIMITED 91,647,804 25.02

2. RAFFLES NOMINEES PTE LTD 62,100,868 16.96

3. HSBC (SINGAPORE) NOMINEES PTE LTD 40,819,807 11.15

4. CITIBANK NOMINEES SINGAPORE PTE LTD 21,623,727 5.90

5. UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 15,097,050 4.12

6. DB NOMINEES (S) PTE LTD 9,787,140 2.67

7. TEMASEK HOLDINGS (PTE) LTD 5,170,176 1.41

8. THE ASIA LIFE ASSURANCE SOCIETY LIMITED 4,573,800 1.25

9. TAN ENG SIAN 3,863,401 1.05

10. UNIVERSITY OF MALAYA 3,641,778 0.99

11. LEE FOUNDATION STATES OF MALAYA 3,580,123 0.98

12. KO TECK SIANG 3,122,000 0.85

13. OVERSEA CHINESE BANK NOMINEES (PRIVATE) LIMITED 2,540,960 0.69

14. OVERSEAS UNION BANK NOMINEES (PRIVATE) LTD 2,290,340 0.63

15. OVERSEAS UNION ENTERPRISE LIMITED 2,149,140 0.59

16. YONG SIEW YOON 2,048,164 0.56

17. LEE FOUNDATION 1,931,986 0.53

18. MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 1,641,675 0.45

19. ROBINSON & COMPANY LIMITED 1,536,864 0.42

20. UOB KAY HIAN PTE LTD 1,484,119 0.41

TOTAL 280,650,922 76.63

Singapore Press Holdings | Annual Report 2003 | Overseas Bureaux/Off ices 111110 G R O W T H W I T H S Y N E R G Y

Bureau/ Name/

Offices Address Telephone Fax Email Pub.

KUALA Brenden Pereira 02-03-2162-0011 02-03-2164 6439 jbren@pc.jaring.my ST

LUMPUR Leslie Lau Kuan Chen leslie.lau@excite.com

Reme Bin Ahmad arem9@hotmail.com

Eddie Toh eddietoh@myjaring.com/ BT

eddie_toh@sph.com.sg

Diana Oon Abdullah diana@singbt.com

Suite 11A, Level 11, MNI Twins

Tower 2, No. 11 Jalan Pinang

50450 Kuala Lumpur, Malaysia

MANILA Maria Luz Baguioro 63-2-848 7232 / 63-2-848 7235 mlb@email.com.ph ST

63-2-848 7233 / 63-2-848 7234

Unit no. 1510, 15th floor, Tower One

Ayala Triangle, Avala Avenue

Makati City 1226, Philippines

SHANGHAI Lee Eng Lock 86-21-6218 1315/16/17 86-21-6258 8723 leeel@sph.com.sg ZB

Room 2316, Nanzheng Building

No. 580 West Nanjing Road

Shanghai 200041, China

TAIPEI Lawrence Chung Kuo Hsiung 886-2-2370 3727 jonlawrence@hotmail.com ST

Yap Pheng Hui 886-2-2383 2732 yapph@sph.com.sg ZB

130, 2nd Floor

Po Ai Road, Kai-Yue Building

Taipei, Taiwan

TOKYO Kwan Weng Kin 81-3-3442 4258 81-3-3442 4258 wengkin@gol.com ST

2-16-49-503 Takanawa

Minato-ku, Tokyo

Japan 108-0074

Ryo Ichi Yanagihara 81-3-3582 6259 81-3-3589 5480 Mktg

5A, 6-28 Akasaka, 6-Chome

Minato-ku, Tokyo 107, Japan

WASHINGTON Roger Mitton 1-202 662 8726 1-202-662 8729 rmitton@nationalpress.com ST

National Press Building

Suite 916, 529 14th Street., NW

Washington, DC 20045”

U.S.A

Note: ST – Straits Times, ZB – Lianhe Zaobao, BT – The Business Times, Mktg – Marketing

Bureau/ Name/

Offices Address Telephone Fax Email Pub.

BANGKOK Nirmal Ghosh 66-2-661 6207 66-2-661 6207 tigerfire@yahoo.com ST

Apt. 2A, Prime Residence

6 Sukhumvit Soi 27

Klong Toey Nua, Wathana,

Bangkok 10110, Thailand

BEIJING Jason Leow 86-10-6418 1577 / 86-10-6418 1580 jasonleow@singapore.com ST

86-10-6418 1578

Goh Sui Noi suinoi@yahoo.com

Chua Chin Hon deathstar@postone.com

Lee Huay Leng 86-10-6418 1587 86-10-6418 1584 leehl@sph.com.sg ZB

Sng Tuan Hwee sngth@sph.com.sg

Suite 4G, Office Tower B

East Gate Plaza

29 Dongzhong Street

Dongcheng District

Beijing 100027, P.R. China

HONGKONG Ching Cheong 852-2523 7675 852-2845 9934 chingcheong@hotmail.com ST

Mary Kwang marykwang@email.com

Lee Chih Horng 852-2524 6191 852-2524 7394 leech@sph.com.sg ZB

Norman Yik

Echo Cheung 852-2877 9076 852-2522 0950 sph02@netvigator.com Mktg

1308, 13th Floor, Tower Two

Lippo Centre, No. 89 Queensway 852-2526 9018 (General Line)

Hong Kong 852-2877 0713 (General Line)

JAKARTA Derwin Pereira 62-21-3983 1465 62-21-3983 1466 derwin@rad.net.id ST

62-21-3983 1467

Robert Go 62-21-3983 1469 robertgo@rad.net.id

Devi Muri Asmarani 62-21-3983 1471 dasmaran@indo.net.id

Shoeb Kagda 62-21-3983 1465 shoebkd@rad.net.id BT

Chong Tien Siong 62-21-3983-1485 6221-3983 1486 chongts@sph.com.sg ZB

Suite 1401, 14th Floor

Deutsche Bank Building

Jalan Imam Bonjol 80,

Jakarta 10310

Overseas Bureaux/Off icesas at November 1, 2003

Singapore Press Holdings | Annual Report 2003 | Notice of Annual General Meet ing 113112 G R O W T H W I T H S Y N E R G Y

Propert ies of the Groupas at August 31, 2003

Expiry date Land Built-in Existing

Location Tenure of Lease (sq m) (sq m) use

Times House Freehold – 10,485 12,080 Industrial

390 Kim Seng Road

Times Industrial Building Freehold – 20,638 12,560 Industrial

422 Thomson Road

82 Genting Lane Leasehold July 16, 2040 24,892 48,922 Industrial

Print Centre Leasehold June 9, 2034 110,075 103,460 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 – 16,657 85,182 Commercial

290 Orchard Road

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

NOTICE IS HEREBY GIVEN that the Nineteenth 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 Friday, December 5, 2003 at 10.30 a.m.

for the following business:

Ordinary Business

1. To receive and, if approved, to adopt the Directors’ Report and Audited Accounts for the financial year ended August 31, 2003.

2. To declare a final dividend of 50 cents, and a special dividend of 30 cents, per S$1 share less income tax in respect of

the financial year ended August 31, 2003.

3. To pass the following resolutions separately under Section 153(6) of the Companies Act, Chapter 50: “That pursuant to

Section 153(6) of the Companies Act, Chapter 50, be and is hereby re-appointed a Director of the

Company to hold such office until the next Annual General Meeting of the Company”:

(i) Lim Chin Beng

(ii) Michael Fam Yue Onn

(iii) Lee Ek Tieng

(iv) Tang I-Fang.

4. To re-elect Ngiam Tong Dow, who is retiring by rotation in accordance with the Company’s Articles of Association, and

who, being eligible, offers himself for re-election.

5. To elect the following as new Directors in accordance with the Company’s Articles of Association:

(i) Philip N. Pillai

(ii) Sum Soon Lim.

6. To approve Directors’ fees of S$700,207.

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

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

Notice of Annual General Meeting

Singapore Press Holdings | Annual Report 2003 | Notice of Annual General Meet ing 115114 G R O W T H W I T H S Y N E R G Y

Special Business

9. To consider and, if thought fit, to pass the following 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 (“Shares”) 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 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 was 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 issued

share 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 20 per cent.

of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such manner of calculation 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 share capital

shall be based on the issued share 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 consolidation or subdivision of Shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the listing

manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and

the Articles of Association for the time being of the Company; and

(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall

continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the

next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”

(ii) “That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of

the Singapore Press Holdings Group (1999) Share Option Scheme (the “1999 Scheme”) and to allot and issue such

shares as may be issued pursuant to the exercise of options under the 1999 Scheme, provided always that the aggre-

gate number of shares to be issued pursuant to the 1999 Scheme shall not exceed 12 per cent of the issued share cap-

ital of the Company from time to time.”

(iii) “That:

(a) 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 S$1.00 each fully paid in the capital of the Company (the “Ordinary Shares”) not exceeding in aggregate

the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time

to time up to the Maximum Price (as hereafter defined), whether by way of:-

(i) market purchase(s) on the SGX-ST transacted through the Central Limit Order Book trading system; 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 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;

Singapore Press Holdings | Annual Report 2003 | Notice of Annual General Meet ing 117116 G R O W T H W I T H S Y N E R G Y

(c) in this Resolution:

“Prescribed Limit” means that number of issued Ordinary Shares representing ten per cent of the issued Ordinary

Share capital of the Company as at the date of the passing of this Resolution;

“Maximum Price” in relation to Ordinary Shares 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 per cent of the Average Closing Price of the Ordinary Shares;

“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

that occurs after the said five-day period; and

“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; 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 19, 2003

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, Barbinder & Co

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

EXPLANATORY NOTES

1. In relation to Ordinary Resolution No. 3 :

• Lim Chin Beng will, upon re-appointment, continue as the Chairman of the Board and of the Executive Committee,

and as a member of the Nominating Committee and the Remuneration Committee. He is considered an independent

Director.

• Michael Fam Yue Onn will, upon re-appointment, continue as the Chairman of the Nominating Committee and of

the Remuneration Committee, and a member of the Executive Committee. He is considered an independent Director.

• Lee Ek Tieng will, upon re-appointment, continue as a member of the Audit Committee and will also be appointed

a member of the Nominating Committee. He is considered an independent Director.

• Tang I-Fang will, upon re-appointment, continue as the Chairman of the Audit Committee. He is considered an

independent Director.

2. In relation to Ordinary Resolution No. 4 :

• Ngiam Tong Dow will, upon re-election, continue as a member of the Executive Committee, the Nominating

Committee and the Remuneration Committee. He is considered an independent Director.

3. In relation to Ordinary Resolution No. 5, information and details on Philip N. Pillai and Sum Soon Lim are as follows:

• Philip N. Pillai is a Senior Partner in Shook Lin & Bok, Singapore. He is currently a Director of the Monetary Authority

of Singapore, Singapore Technologies Engineering Ltd, Lindeteves-Jacoberg Limited and Hotung Investment

Holdings Limited. Dr Pillai holds an LLB First Class hons (Singapore), LLM (Harvard) and SJD (Harvard).

He will, upon election, also be appointed as a member of the Remuneration Committee. He is considered an

independent Director.

• Sum Soon Lim is a Director of Chartered Semiconductor Manufacturing Ltd, CapitaLand Ltd and Singapore Health

Services Pte Ltd. He is also Corporate Adviser to Singapore Technologies Pte Ltd and Temasek Holdings Pte Ltd. He

holds directorships in various companies in the Singapore Technologies Group. He is also a member of the

Securities Industry Council. He holds a B.Sc.(Hons) in Production Engineering, University of Nottingham.

He will, upon election, also be appointed as a member of the Audit Committee. He is considered an independent Director.

Singapore Press Holdings | Annual Report 2003 | Proxy Form 119118 G R O W T H W I T H S Y N E R G Y

STATEMENT PURSUANT TO ARTICLE 72 OF THE COMPANY’S ARTICLES OF ASSOCIATION

The effects of the resolutions under the heading “Special Business” in the Notice of the forthcoming Annual General

Meeting are:

(a) Ordinary Resolution No. 9(i) is to allow the Directors of the Company from the date of that meeting until the next Annual

General Meeting to issue shares in the Company and/or make or grant Instruments, during the validity period of this

Resolution, and to issue shares in pursuance of such Instruments subject to specified limits.

(b) Ordinary Resolution No. 9(ii) is to authorise the Directors to offer and grant options under the 1999 Scheme and to allot

and issue shares pursuant to the exercise of such options under the 1999 Scheme up to an amount not exceeding 12

per cent of the issued share capital of the Company 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 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.

Based on the issued and paid-up ordinary share capital of the Company as at October 17, 2003 (the “Latest Practicable

Date”), the purchase by the Company of ten per cent of its issued ordinary shares will result in the purchase or acquisition

of 36,626,507 ordinary shares. Assuming that the Company purchases or acquires the 36,626,507 ordinary shares at the

maximum purchase price of S$20.92 for one ordinary share (being the price equivalent to 105 per cent of the average

closing market prices of the ordinary shares for the five consecutive market days on which the ordinary shares were

traded on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required for

such share buy back is approximately S$766.2 million. The maximum amount of funds required for such share buy back

is the same regardless of whether the Company effects an on-market purchase or an off-market purchase.

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 August 31, 2003 are set out in greater detail in the letter to Shareholders dated November 19, 2003, which is

enclosed together with this Annual Report.

Proxy Form

ANNUAL GENERAL MEETING

Singapore Press Holdings Limited (Incorporated in Singapore)

I/We

of

being a member/members of the abovenamed Company, hereby appoint the Chairman of the Meeting, or

Name Address NRIC/Passport Number Proportion of

Shareholdings (%)

and/or (delete as appropriate)

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Annual

General Meeting of the Company to be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe

Block, Singapore 318994 on December 5, 2003 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 Ordinary

Resolutions as set out in the Notice of Annual General Meeting. 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. Resolutions For Against Votes For Votes Against

Ordinary Business

1. To adopt Directors' Report and Audited Accounts

2. To declare Final and Special Dividends

3. To re-appoint Directors pursuant to Section 153(6)

of the Companies Act, Cap. 50:

(i) Lim Chin Beng

(ii) Michael Fam Yue Onn

(iii) Lee Ek Tieng

(iv) Tang I-Fang

4. To re-elect Director:

– Ngiam Tong Dow

5. To elect new Directors:

(i) Philip N. Pillai

(ii) Sum Soon Lim

6. To approve Directors’ fees

7. To appoint Auditors and authorise Directors

to fix their remuneration

8. Any other business

Singapore Press Holdings | Annual Report 2003 | Proxy Form 121120 G R O W T H W I T H S Y N E R G Y

To be used on To be used in

a Show of Hands the event of a Poll

No. of No. of

No. Resolutions For Against Votes For Votes Against

Special Business

9. (i) To approve the Ordinary Resolution pursuant to

Section 161 of the Companies Act, Cap. 50

(ii) To authorise Directors to offer and grant options

and to issue shares in accordance with the

provisions of the Singapore Press Holdings

Group (1999) Share Option Scheme

(iii) To renew the mandate authorising Directors

to purchase the Company’s ordinary shares

Dated this day of

Total number of ordinary Total number of management

shares held shares held

Signature(s) of Member(s) or Common Seal

IMPORTANTNotes: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 insertthat number of ordinary shares. If you have Shares registered in your name in the Register of Members, you should insert that number ofShares. If you have ordinary shares entered against your name in the Depository Register and Shares registered in your name in the Registerof Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in yourname in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all theShares 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 insertthe 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 bedeemed 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 voteinstead of him.

4. Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed asa 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 Barbinder & Co 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 theinstrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officeror 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 itsrepresentative 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 orwhere the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing aproxy or proxies. In addition, in the case of ordinary shares entered in the Depository Register, the Company may reject any instrument appointinga proxy or proxies lodged if the Member, being the appointor, is not shown to have ordinary shares entered against his name in the DepositoryRegister as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limitedto the Company.

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122 G R O W T H W I T H S Y N E R G Y

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