S P H a t a G l a n c e

Newspapers

The Straits Times

The Sunday Times

The Business Times

The New Paper

The New Paper on Sunday

Lianhe Zaobao

Lianhe Wanbao

Shin Min Daily News

Friday Weekly

Berita Harian

Berita Minggu

Tamil Murasu

The Straits Times Weekly

Magazines

Her World

GO

Young Parents

Home & Décor

Citta Bella

Her World Brides

Multimedia

AsiaOne

MobileOne

Singapore Cable Vision

The Annual Report is also available on SPH’s website: http://www.sph.com.sg

C o n t e n t s

Board of Directors 2

Chairman’s Statement 4

Group Financial Highlights 6

Significant Events 8

Operations Review 11

Year 2000 Statement 13

Corporate Governance Statement 14

Shareholding Statistics 67

Properties of the Group 70

Overseas Bureaux and Sales Offices 71

Notice of Annual General Meeting 72

Proxy Form 75

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Financial Review 16

Group Simplified Financial Position 16

Segmental Turnover/ Segmental Pre-tax Profit 17

After-tax Profit/ Earnings per Share 18

Operating Margin and Return on Turnover 19

Return on Shareholders’ Funds and Return on Assets 19

Revenue Composition 20

Cost Composition 21

Gross Dividend per Share/ Net Dividend Payout 22

Advertising Market Share by Media 23

Daily Average Circulation for August 24

Total Newspaper Readership/Readership Trends 25

Value Added Statement 26

Group Half-Yearly Results 27

Directors' Report 28

Statement by Directors 36

Auditors' Report 37

Audited Accounts 38

Balance Sheets 38

Profit and Loss Accounts 39

Consolidated Cash Flow Statement 40

Notes to the Accounts 44

Financial Calendar 15

Board of Directors

Lim Kim SanExecutive Chairman

Cheong Choong Kong

Michael Fam Yue Onn

Lee Hee Seng

Tang I-Fang

Tjong Yik Min

Wee Cho Yaw

Clockwise from left: Cheong Choong Kong, Lim Kim San,Michael Fam Yue Onn, Lee Hee Seng

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Board of Directors

AuditorsPricewaterhouseCoopers6 Battery Road, #32-00,

Singapore 049909

CompanySecretaryGinney Lim May Ling

Audit Committee

Tang I-FangChairman

Cheong Choong Kong

Tjong Yik Min

Principal Officers

Lim Kim SanExecutive Chairman

Tjong Yik MinPresident

Denis Tay Koon TekDeputy President

Cheong Yip SengEditor-in-Chief, English and Malay

Newspapers

Chew Keng JueaSenior Executive Vice President,

Chinese Newspapers and

Newspaper Services

Tham Khai WorExecutive Vice President, Marketing

Arthur Seet Keong HoeExecutive Vice President, Finance

Low Huan PingExecutive Vice President,

Information Technology;

Multimedia; Corporate Planning &

Business Development

Sng Ngoi MayExecutive Vice President,

Corporate Services

Wee Leong HowSenior Vice President,

Human Resources;

Corporate Relations

Joyce Chee Siew LuanVice President, Internal Audit

Ginney Lim May LingVice President, Legal/Secretariat &

Group Company Secretary

Registered OfficeNews Centre82 Genting Lane,

Singapore 349567

Telephone: 743 8800

Share RegistrationOfficeBarbinder & Co Pte Ltd9 Penang Road, #10-20, Park Mall

Singapore 238459

Clockwise from left:

Tjong Yik Min, Tang I-Fang, Wee Cho Yaw

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I am happy to report improved

profits for the financial year 1999.

Last year, I had warned that FY

1999 would be difficult; indeed it

was. And volatile as well.

In the first half of the financial

year, trading profit declined by

28.6 per cent year on year. The

second half saw a major

turnaround, largely because of

the government’s cost-cutting

package which helped us reduce

costs. Newsprint prices also

dipped.

Profits from our core newspaper

business however, were lower

than the preceding year's. The

recovery in the second half was

insufficient to make up for the

steep decline in the first. But at

the current rate of improvement,

we can expect a better set of

results this year.

Investment income improved but

this was mainly from a write-back

of $7.4 million this year instead of

a $57.8 million provision last year.

Actual investment income was

lower because of a smaller base

resulting from a $496.4 million

capital reduction exercise carried

out in October 1998. Interest and

bond rates were also lower

during the year.

Group profit for the year before

tax amounted to $421.7 million,

7.2 per cent higher than the

preceding year’s. After-tax profit

growth was even better at 17.6

per cent due to a 10 per cent

rebate on tax on prior year's

earnings.

CIRCULATION

All our newspapers were

revamped, improved upon and

promoted throughout the year.

I am pleased to report the

significant increase in newspaper

circulation despite the economic

difficulties, and in the face of

increased competition from the

Internet and other electronic

media. Total circulation of our

newspapers went up by 2.9 per

cent from 1.047 million to 1.078

million copies daily.

The New Paper on Sunday was

launched on April 11, 1999. It

achieved a circulation of 126,180

in August 1999. Added to the

total, the annual increase in

circulation would be 4.8 per cent.

Lianhe Zaobao celebrated its 75th

anniversary in September 1998.

PRODUCTION

Productivity of our Colorliner

presses improved. We are now

able to print 80 pages with 32

pages of full colour and 20 pages

I am happy to report

improved profits for

the financial year 1999.

Last year, I had

warned that FY 1999

would be a difficult

year; indeed it was.

And volatile as well.

5

Lim Kim SanExecutive Chairman

Ch

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of second colour in one run

instead of a total of 64 pages

previously.

To cater for expansion, we will be

increasing press capacity. The

Metro mechanical presses have

also been refurbished and

upgraded to meet the needs of

Lianhe Zaobao.

MULTIMEDIA

Combined contributions from

our associates, MobileOne and

Singapore Cable Vision, were

positive. They contributed $5

million to profits against a loss of

$7 million in the preceding year.

At the time of writing,

MobileOne has 400,000

subscribers, more than a third of

the total in Singapore.

Singapore Cable Vision

completed its cable network for

Singapore three months ahead of

schedule. It has about 200,000

subscribers today and reduced

our share of loss for the year

from $7.6 million to $1.2 million.

Cable modem will be launched

commercially soon, a move

nearer to broadband multimedia

delivery.

We corporatised AsiaOne as a

separate subsidiary. This allows

the division flexibility in re-

modeling our website, AsiaOne,

as a major portal in Singapore

and beyond.

PROPERTY

Construction of our new

corporate headquarters at Toa

Payoh North is on schedule. We

should be able to move in by end

2001. We have decided to retain

News Centre as we grow our

newspapers, magazines and

AsiaOne.

The Paragon retail podium is fully

occupied. The 14-floor medical/

office block has been completed

and will be launched in January

2000. Commercial rentals and

demand for office space will

remain weak in the current year.

STAFF

I truly appreciate the cooperation

of our staff and take this

opportunity to thank them and

the two unions, SPHEU and SNUJ,

in accepting wage restraint.

Their support helped us achieve

a solid second half.

COMMUNITY SERVICE

Despite the recession, we

maintained most of our

sponsorship programmes.

SPH received the Distinguished

Patron of the Arts Award for

the seventh time.

DIVIDEND

We are recommending an

increased payment of 43 cents

per share. Added to the interim

payout of 12 cents, the total for

the year is 55 cents a share. This

rate is 27.9 per cent higher than

last year while the total payment

is 25.2 per cent more.

DIRECTORATE

Directors wish to thank staff,

readers and all business

associates for their unstinting

support. Thanks to them, SPH is

well positioned to take the

fullest advantage of Singapore's

economic recovery.

PROSPECTS

We got off to a good start in the

current year. Revenue is expected

to grow significantly throughout

the year while cost increases will

be kept moderate.

Unless there are major upsets,

we can look forward to a good

year ahead, after the past few

years of great difficulty.

Group Financial Highlights

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1999 1998 Change

S$‘000 S$‘000 %

1 Turnover 844,798 899,402 (6.1)

2 Trading profit 343,358 389,635 (11.9)

3 Profit before taxation 421,678 393,355 7.2

4 Profit after taxation 326,380 277,482 17.6

5 Minority interests (53) 301 (117.6)

6 Extraordinary items 15,180 16,751 (9.4)

7 Profit attributable to shareholders 341,507 294,534 15.9

8 Shareholders’ interests 2,068,284 2,341,288 (11.7)

9 Total assets 3,179,906 3,322,761 (4.3)

10 Total liabilities 1,111,622 981,473 13.3

11 Dividends (net) 150,454 120,175 25.2

12 Profitability ratios % %

a Operating margin 40.6 43.3 (2.7)%point

b Return on turnover 40.4 32.7 7.7%point

c Return on shareholders’ funds 16.5 12.6 3.9%point

13 Per share data

a Net tangible assets $5.61 $5.75 (2.4)

b Profit before tax $1.14 $0.97 17.5

c Profit after tax and minority interests $0.88 $0.68 29.4

d Gross dividends (cents) 55 43 27.9

e Dividend cover (times) 2.2 2.3 (4.3)

14 Value added S$ S$

a Per employee 184,258 202,928 (9.2)

b Per $ employment costs 2.98 3.02 (1.3)

c Per $ fixed assets (before depreciation) 0.86 1.03 (16.5)

d Per $ turnover 0.71 0.73 (2.7)

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S$29

5 m

S$34

2 m

S$2,

341

m

S$2,

068

m

S$3,

180

m

S$3,

323

m

S$89

9 m

S$84

5 m

Turnover TradingProfit

Profit Attributableto Shareholders

Shareholders’Interests

Total Assets

’98 ’99’98 ’99’98 ’99’98 ’99

S$39

0 m

S$34

3 m

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S ignificant Events

September 6, 1998Lianhe Zaobao celebrated its 75thanniversary with a gala dinner for1,000 guests. The Guest-of-Honourwas Prime Minister Goh Chok Tong.

September 16, 1998The first volume of The SingaporeStory: Memoirs of Lee Kuan Yew inEnglish and Chinese was launchedin conjunction with the SeniorMinister’s 75th birthdaycelebration. More than $2 millionwas raised for donation to foureducation funds in Singapore.

Shin Min Daily News launched anew look with a new masthead,improved page layout andeditorial content.

October 26, 1998SPH shares started trading in new100-share lots.

November 19, 1998Citta Bella was redesigned inconjunction with its fifthanniversary celebration.

November 23, 1998The Singapore Dramatist Awardwas created to encourage creativeplay-writing. Organised byTheatreworks, Ms Lim Hai Yenwon the Established Playwrightscategory.

November 25, 1998The Business Times and AndersenConsulting, with the support of theEconomic Development Board,jointly organised the 1998Enterprise 50 Awards.

Memoirs ofLee Kuan Yew

New look ofShin Min Daily News

75th anniversaryof Lianhe Zaobao

September 18, 1998The 10 per cent capital reductionexercise was implemented and theGroup gave $1.22 cash per share toshareholders. In total, $496.4 millionwas returned to shareholders.

October 8, 1998SPH was awarded the DistinguishedPatron of the Arts Award for thesixth time since 1993.

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Businessman of the Year 1998 wasawarded to Mr Wong Ngit Liongof Venture Manufacturing(Singapore) Ltd.

April 6, 1999The New Paper introduced anexpanded racing section.

April 11, 1999The New Paper on Sunday waslaunched.

April 14, 1999The Asia News Network, of whichThe Straits Times is a foundingmember, was launched to pool thenews resources of eight Asiannewspapers.

May 23, 1999The annual New Paper Big Walkattracted 72,366 participants.

December 21, 1998Fourteen new kiosks at bus sheltersand interchanges commencedoperations to sell the Group’spublications.

January 8, 1999The Business Times launched anew 16-page section calledExecutive Lifestyle and ExecutiveMoney on Fridays.

January 21, 1999SPH MultiMedia Pte Ltd divestedCyberWay Pte Ltd.

February 24, 1999The third Investment Fund Awards,co-organised by The BusinessTimes and Standard CharteredBank in partnership with ImagePublic Relations and AlfredDunhill, were presented.

March 1, 1999The touch screen system forvendors to place orders fornewspapers and process returnswas implemented.

March 8, 1999SPH’s corporate website waslaunched on the Internet.

March 12, 1999Ms Claire Chiang, a NominatedMember of Parliament, wasnamed Her World’s Woman of theYear 1998.

March 21, 1999The Sunday Times achieved arecord circulation of 406,876.

March 26, 1999Co-organised with DHL WorldwideExpress, The Business Times’

New look ofBerita Harian

Cover of The New Paperon Sunday

May 28, 1999The 1999 World Book Fair, jointlyorganised by the ChineseNewspapers Division and TimesConferences & Exhibitions Pte Ltd,attracted 729,000 visitors andgenerated sales of $7.7 million.Nineteen teachers won theInspiring Chinese Teachers’ Awards.

July, 1999The Chinese edition of TheSingapore Story: Memoirs of LeeKuan Yew sold over 100,000 copieswhich was a record for Chinesebooks in Singapore.

July 7, 1999Tamil Murasu launched its newlook with a computer-generatedlogo, modern design and layout.

July 11, 1999Tamil Murasu (Sunday) achieved arecord circulation of 16,336.

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‘Care for Nature’Family Nature Hunt

Berita Harian’sAchiever of theYear 1999

Learning Journeysvisit at News Centre

July 14, 1999The Business Times, Institute ofDefence & Strategic Studies andthe Castle Group co-organised theBT-IDSS Indonesia ReformasiConference.

July 16, 1999The Singapore Press HoldingsGroup (1999) Share OptionScheme for employees and theShare Buy Back Scheme wereapproved by shareholders at anExtraordinary General Meeting.

July 17, 1999The Chinese Newspapers Division,HSBC and National Parks Boardjointly organised the ’Care forNature’ Family Nature Hunt overtwo weekends at Sungei BulohNature Park.

July 22, 1999Berita Harian unveiled a newmasthead and revamped its pages.

July 29, 1999Dr Mansoor Abdul Jalil wasawarded the first Berita Harian’sAchiever of the Year 1999, jointlyorganised with McDonald’sRestaurants Pte Ltd.

July 30, 1999Shin Min Daily News (weekday)and Lianhe Wanbao (weekday)achieved record circulation of151,472 and 167,253 respectively.

July 31, 1999The Straits Times and Berita Harianachieved record circulation of429,757 and 68,326 respectively.

August, 1999Times Periodicals was commissionedto publish ResQ, a bimonthlylifestyle magazine for the SingaporeCivil Defence Association forNational Servicemen.

August 1, 1999SPH became part of the Ministryof Education’s Learning Journeysprogramme for upper primaryschool students.

August 13, 1999Friday Weekly achieved a recordcirculation of 78,870.

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Additional Colorliner presscapacity enabled us to meetheavy demand especially onweekends. Circulation andreadership of our newspaperscontinued to rise because ofsustained improvements in content,print quality and distribution. Allthis means better value for moneyfor our advertisers.

Meanwhile, newsprint pricesremained weak. We also sourcedmore from mills in the regionwhich offered competitive prices.

Greater efficiency of our presseshelped reduce costs through less

wastage and fewer stoppages.

The year continued to be anexciting one for journalism. Major

Group profits in the first half ofthe previous financial year wereflat, year on year, but droppedsharply in the second half. Thisdecline continued into the firsthalf of financial year 1999, theyear under review.

This trend was reversed in thesecond half of FY 1999, thanks tothe government’s cost-cuttinginitiative which helped the economyto turn around in early 1999.Regional economies had alsoshowed signs of bottoming out.

The decline in advertisingrevenues bottomed out in thethird quarter of the year andthey started to rise in the fourth.

Recovery was led by therecruitment sector, which hadfallen sharply the year before.While companies continued toretrench and lay off staff in low-end manufacturing, the search forexecutive personnel in technology,engineering, finance, the Internetand the computer world boostedrecruitment advertising.

Trade display and classifiedadvertising then started to buildup as the economic recoverybecame more broad-based.

Our market share of advertisingrevenue for trade displayadvertisements for the yearincreased from 49 per cent to50 per cent and is still growing.

Operations Review

Press Advertisementsof the month

news breaks at home and overseasand better presentation helpedcirculation. Shin Min Daily News,Berita Harian, Tamil Murasu andrecently, The Business Times, wereall revamped in content andredesigned.

This enabled Berita Harian to breachthe 60,000 circulation level.

The Straits Times circulation grewby 1.4 per cent. The racing pagesin The Straits Times were transferredto The New Paper in April 1999.

At our Chinese Newspapers

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upgraded, including the digitisingof negatives under our paperlessnewspaper production strategy.

Earlier newspaper distributionto homes through our registeredvendors, wider channels ofdistribution outlets and vendingmachines all helped to make ournewspapers and magazines moreaccessible.

We started our own chain ofnewspaper outlets at bus stops.These distribution channels alsoserve as redemption centres foradvertisers’ promotional needs,to serve our advertisers better.

We bought over the 25 per centinterest in Times Periodicals, our

magazine arm, from the minorityshareholder and it is now a fullyowned subsidiary. The magazinebusiness was seriously affected bythe economic crisis but, as innewspapers, its performanceimproved in the second half.

INFORMATION TECHNOLOGYThe Information TechnologyDivision completed end-to-endtesting for all critical systems tohelp ensure Y2K readiness.

We implemented numerousapplications via the Lotus Notesinfrastructure to improve customerservice, workflow and productivity.

We have begun reviews to reshapeIT platforms to support businessinitiatives for 2000 and beyond.

HUMAN RESOURCES ANDCORPORATE RELATIONSFour major initiatives were takenduring the year: the wage restraintand off budget cost-cuttingmeasures, new collectiveagreements for SPH subsidiaries,a widened SPH Share OptionScheme to benefit more staff,and a medical co-paymentscheme.

Part of the credit for theirsuccessful implementation mustbe given to our union leadershipfor their collaboration andcooperation.

Corporate Relations continues to beactive in promoting the readinghabit, and in engaging incommunity programmes.

ADMINISTRATION, FINANCE ANDINTERNAL AUDITAll three divisions focused onimproving work processes: Financein its services to business units andAdministration and Internal Auditin the support of the variousdivisions.

SPH won theDistinguishedPatron of TheArts Award

Model of newheadquarters atToa Payoh North

Division, the three newspapersincreased circulation by 11,000copies, although Lianhe Zaobaoitself declined by 1.2 per cent.The features section wasrelaunched as zb NOW to arrestthe decline by appealing toyounger and bilingual readers.Friday Weekly circulation gained13,000 copies or 20 per centduring the year.

All the newspapers’ electronicpublishing systems have been

Buzz kiosk at the bus stopalong Orchard Road

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Year 2000 Statement

Actions to address Y2K issueA Y2K Steering Committee hadbeen set up to coordinate,monitor and control the progressof the Y2K issue and developcontingency plans. We areworking with our customers andsuppliers to review the Y2K issue.All of our mission critical systemshave been tested to be Y2K ready,and we expect that all othersystems should be ready beforethe end of 1999.

Impact on Group’s BusinessBased on current assessment,we do not expect the Y2K issueto cause any significant impacton the Group’s businesses, costsand revenues. However, despiteour best efforts, we recognisethat we may be affected by theY2K compliance status of ourcounterparties, trading partnersand other external systems. Thereis thus no absolute assurance thatunforeseen problems will not beencountered and the full impacton the Group of any failure ofthird parties’ systems cannot beknown at this juncture.

Estimated CostThe total cost of the Group’s Y2Kefforts is estimated to be $7 million.

We are working with our customers and suppliers to review

the Y2K issue. All of our mission critical systems have been

tested to be Y2K ready, and we expect that all other systems

should be ready before the end of 1999.

DefinitionWe have adopted the definitionof Year 2000 (Y2K) compliancepromulgated by the BritishStandards Institute, which statesthat “Year 2000 conformity shallmean that neither performancenor functionality is affected bythe dates prior to, during andafter year 2000.”

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Corporate Governance Statement

This statement outlines the maincorporate governance practicesthat were in place during thefinancial year.

The Directors and Managementare committed to high standardsof corporate governance andhave adopted the principles setout in the Best Practices Guideissued by the Stock Exchange ofSingapore (“SES”).

Board of DirectorsThe Board comprises sevenDirectors, of which five areindependent non-executiveDirectors. A minimum of fourmeetings are held a year.

The Board supervises themanagement of the business andaffairs of the Company and theGroup. Apart from its statutoryduties, the Board approves theGroup’s overall strategic plans, keyoperational initiatives, annualbudgets, major funding andinvestment proposals, and reviewsthe financial performance of theCompany and the Group. Tofacilitate effective management,certain functions have beendelegated by the Board to variousBoard Committees.

Audit CommitteeThe Audit Committee comprisesthree members, two of whomare independent non-executiveDirectors. Its main functions areto review annual audit plans andaudit reports of external and

internal auditors, half-yearly andannual results announcements ofthe Company and the Groupbefore they are submitted to theBoard for approval. TheCommittee also recommends theappointment of external auditorsto the Board. It meets at leastfour times a year.

Share Option Scheme CommitteeThe Committee consists of threemembers, two of whom are non-executive Directors. TheCommittee administers theGroup’s share option schemesestablished in 1990 and 1999, inaccordance with the rules asapproved by shareholders.

Staff Salary CommitteeThe Committee consists of threemembers, two of whom are non-executive Directors. The role ofthe Committee is to review anddetermine the remunerationpackages, policies and promotionsfor senior executives in the Group.The Committee also decides onthe annual wage supplement andbonuses to be paid to all staff atthe end of the year, based on theperformance of the Group.

Management CommitteeFortnightly ManagementCommittee meetings are held bythe Executive Chairman with thesenior management staff, whoare the Heads of Divisions in theCompany, to review the status ofvarious projects, discuss and

propose strategic objectives andplans and key policies for theCompany and recommend anystrategic ventures or proposalsto the Board.

Operations Review CommitteeThe Committee which is chairedby the Deputy President,comprises senior executives fromthe main operating divisions. Itmeets once a month to discusskey operational issues andprojects and looks into theresolution of major operationalproblems. It will make theappropriate recommendationsto the Management Committeeon key operational matters.

Dealings in SecuritiesThe Group has adopted aninternal code in conformity withthe provisions of the BestPractices Guide in the SES ListingManual to provide guidance to itsDirectors and staff in relation tothe dealings in the Company’ssecurities. A system of reporting ofsecurities dealings to theCompany Secretary by Directorsand to the Head of HumanResources Division by staff, hasbeen established to effectivelymonitor the dealings of theseparties in the securities of theCompany.

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F inancial Calendar

Announcement of 1999 Half-Year Results April 15, 1999

Payment of 1999 Interim Dividend May 13, 1999

Financial Year-End August 31, 1999

Announcement of 1999 Full-Year Results October 6, 1999

Despatch of Annual Report to Shareholders December 22, 1999

Annual General Meeting January 7, 2000

Payment of 1999 Proposed Final Dividend January 28, 2000

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1999 1998 1997 1996 1995S$’000 S$’000 S$’000 S$’000 S$’000

AssetsFixed assets 465,650 426,012 426,148 398,292 294,624Investment property 850,125 771,642 721,689 - -Investments 860,348 1,281,511 1,367,300 1,441,735 466,252Cash and deposits 840,375 659,677 363,281 212,021 1,070,085Trade debtors 103,868 104,933 115,373 94,535 94,549Other assets 59,540 78,986 108,566 90,958 69,014

Total 3,179,906 3,322,761 3,102,357 2,237,541 1,994,524

Shareholders’ InterestsCapital and reserves 2,068,284 2,341,288 2,136,567 1,906,002 1,670,945LiabilitiesNon-current liabilities 582,943 547,811 503,312 958 790Trade creditors 55,336 59,384 63,019 36,721 43,237Taxation

Current 116,522 121,709 126,424 98,022 106,447Deferred 65,033 51,179 51,972 47,431 29,839

Proposed final dividend 117,387 84,004 70,860 50,589 49,837Other liabilities 174,401 117,386 150,203 97,818 93,429

Total 3,179,906 3,322,761 3,102,357 2,237,541 1,994,524

F inancial Review

Group Simplif ied Financial Posit ion

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Segmental Turnover

Property

Multimedia &Telecommunications

Newspapers & Magazines

875

850

825

800

900

925

950

1995 1996 1997 1998 1999

S$

’M

Segmental Pre-tax Profit

Treasury & Investment

Multimedia &Telecommunications

Newspapers & Magazines

Property

500

425

S$

’M

375

350

325

-25

400

450

475

-50

1995 1996 1997 1998 1999

After-tax Profit

0.40

0.20

1990 1991 1992 1993 1994 1995 1996 1997 1998 19990.00

Earnings per Share*

0.60

0.80

1.00

350

200

150

100

50

250

300

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

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0

S$

’MS

$

* Adjusted for bonus shares issued in FY 1993, FY 1995 and FY 1998.

30%

20%

10%

1990 1991 1992 1993 1994 1995 1996 1997 1998 19990

Operating Margin andReturn on Turnover

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40%

30%

20%

10%

50%

1990 1991 1992 1993 1994 1995 1996 1997 1998 19990

Return on Shareholders’ Fundsand Return on Assets

Operating Margin Return on Turnover

Return on AssetsReturn on Shareholders’ Funds

Classified 18%

Recruit & Notices 11%

Magazines 1%

Display 42%

Revenue Composition

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Circulation

21%

Advertisement

72%

Others

7%

Circulation

20%

Advertisement

73%

Others

7%

Classified 17%

Recruit & Notices 12%

Magazines 1%

Display 43%

FY 1998

FY 1999

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Cost Composition

Others include: Premises cost,

Advertising and Promotions,

Maintenance and Interest expenses.

23%

12%

20%

38%

7%

Others include: Premises cost,

Advertising and Promotions,

Maintenance and Interest expenses.

Newsprint

Staff

Others

Production

Depreciation

22%

13%

19%

40%

6%

Newsprint

Staff

Others

Production

Depreciation

FY 1998

FY 1999

140

80

60

40

20

100

120

1990* 1991 1992 1993 1994 1995* 1996 1997 1998 19990

Gross Dividend per Share

Net Dividend Payout

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160

S$

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* Included a special dividend of 5 cents in FY 1990 and 20 cents in FY 1995.

1990* 1991 1992 1993 1994 1995* 1996 1997 1998 1999

0.40

0.50

0.30

0.20

0.10

0.00

0.60

S$

* Included a special dividend of 5 cents in FY 1990 and 20 cents in FY 1995.

Source : AC Neilsen

N.B. : 1) Calculated at gross published rates.

2) Newspapers exclude recruit & notices and classified but include display classified for five product groups: automobiles, real estates, banking/finance, leisure/travel and computer.

1 9 9 7 / 9 8

Total: $1.27 billion

1 9 9 8 / 9 9

Total: $1.14 billion

Periodicals

5%

Newspapers

49%

Television

37%

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Advertising Market Share by Media

Radio

4%

Others

5%

Periodicals

5%

Newspapers

50%

Television

34%

Radio

5%

Others

6%

The Straits Times

Publications Daily Average Circulation for August

The Sunday Times

Berita Harian

Berita Minggu

The Business Times

The Straits Times Weekly

The New Paper

The New Paper on Sunday(launched on April 11, 1999)

Lianhe Zaobao (weekday)

Lianhe Zaobao (Sunday)

Lianhe Wanbao (weekday)

Lianhe Wanbao (weekend)

Shin Min Daily News (weekday)

Shin Min Daily News (weekend)

Friday Weekly

Tamil Murasu (weekday)

Tamil Murasu (Sunday)

1998

1999

395,174389,776

395,875397,323

63,45759,806

72,20972,879

34,23232,118

6,9256,654

116,224111,159

126,180NA

198,981201,125

211,325215,207

141,414135,009

141,903138,570

127,622117,843

126,264121,617

76,46463,468

9,8569,103

15,90214,978

Daily Average Circulation for August

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Total Newspaper Readership ( ’000)

3,500

3,000

2,500

2,000

0

‘00

0

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

Chinese Newspapers

2,000

1,500

1,000

500

0

English Newspapers

‘00

0

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

Malay and Tamil Newspapers

Readership Trends ( ‘000)

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Value Added Statement

1999 1998

S$’000 S$’000

Sale of goods and services 844,798 899,402Purchase of materials and services (244,301) (240,090)

Value added from operations 600,497 659,312

Non-production income and expenses:-Income from investments 73,697 10,432Extraordinary items 15,180 16,751Share of profit/(loss) of associates 4,623 (6,712)Provision for doubtful trade debts (3,365) (5,148)Bad trade debts recovered 288 281Foreign exchange differences 78 (7)Profit/(loss) on disposal of fixed assets 28 (40)

Total value added 691,026 674,869

Distribution:-Employees’ wages, provident fund contributions

and other benefits 201,796 217,955Corporate and other taxes 97,130 121,493Interest paid 15,193 8,272Directors’ fees 178 199Net dividends to shareholders 150,454 120,175

Total distributed 464,751 468,094

Retained in the business:-Depreciation 35,169 32,717Minority interests 53 (301)Retained earnings 191,053 174,359

691,026 674,869

Productivity ratios:- S$ S$

Value added per employee 184,258 202,928

Value added per $ employment costs 2.98 3.02

Value added per $ investment in fixed assets(before depreciation) 0.86 1.03

Value added per $ turnover 0.71 0.73

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1999 1998

1st Half 2nd Half Full Year 1st Half 2nd Half Full Year

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

Turnover 402,216 442,582 844,798 473,581 425,821 899,402

Trading profit 161,042 182,316 343,358 225,504 164,131 389,635

Profit before taxation 180,266 241,412 421,678 234,959 158,396 393,355

Profit before extraordinary items 139,702 186,625 326,327 169,865 107,918 277,783

Profit attributable to shareholders 154,842 186,665 341,507 169,865 124,669 294,534

Earnings per S$1 share (in cents) 37 50 87 42* 26 68

* Adjusted for bonus shares issued in the second half of financial year ended August 31, 1998.

Group Half-Yearly Results

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D irectors’ Report

for the Year ended August 31, 1999

The Directors have pleasure in presenting their report together with the audited accounts of the Group and of theCompany for the year ended August 31, 1999.

Directors

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

Lim Kim SanCheong Choong KongMichael Fam Yue OnnLee Hee SengTang I-FangTjong Yik MinWee Cho Yaw

Principal Activities

2. The principal activities of the Group consist of:-

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

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

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Acquisition and Disposal of Subsidiaries

3. During the financial year, the Group had the following acquisition and disposal of subsidiaries:-

(a) Subsidiaries acquired:

EffectiveNet Tangible Equity acquired

Consideration Assets by the Group

S$ S$ %

Alisbond Limited 5 5 100SPH Data Services Pte Ltd 2 2 100

(b) Subsidiary disposed:Group’s Share of Effective

Net Tangible Equity disposedConsideration Assets by the Group

S$’000 S$’000 %

CyberWay Pte Ltd 16,433 1,187 55

Results

4. GROUP COMPANY

S$’000 S$’000

Profit after taxation 326,380 286,926Minority interests (53) -

Profit before extraordinary items 326,327 286,926Extraordinary items 15,180 -

Profit attributable to shareholders 341,507 286,926Retained profit brought forward 1,736,522 1,641,112Capital reduction (284,815) (284,815)

Profit available for appropriation 1,793,214 1,643,223

Reserves and Provisions

5. Material movements in reserves and provisions are disclosed in the notes to the accounts.

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Share Capital and Debentures

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

Class of Shares Shares Issued Purpose

The Company

Management 27,188 shares of S$1 each for cash, Issue of shares in accordanceat market prices prevailing on with the Newspaper andallotment dates. Printing Presses Act.

Ordinary 2,691,641 shares of S$1 each Issue of shares under thefor cash, at exercise prices. Singapore Press Holdings Group

Executives’ Share Option Scheme.

Subsidiaries

SPH Data Services Pte Ltd 2 ordinary shares of S$1 Issue of shares on incorporation.each at par for cash.

Asia Century Publishing 77,207 ordinary shares of To provide additional workingPte Ltd S$1 each at par for cash. capital.

(b) During the financial year, the following shares were cancelled:-

Class of Shares Shares Cancelled Purpose

The Company

Management 406,879 shares of S$1 each. Cancellation of shares underthe capital reduction exercise inOctober 1998.

Ordinary 40,280,966 shares of S$1 each. Cancellation of shares underthe capital reduction exercise inOctober 1998.

(c) At the Extraordinary General Meeting held on July 16, 1999, Shareholders gave a mandate to permitthe Company to purchase or acquire issued ordinary shares of S$1.00 each fully paid in the capital ofthe Company not exceeding in aggregate 10 percent of the issued ordinary share capital of the Companyas at July 16, 1999. As at August 31, 1999, no shares were repurchased under this mandate.

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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 whoseobject was to enable the Directors of the Company to acquire benefits through the acquisition of sharesin or debentures of the Company or any other body corporate, except as disclosed under ‘Share Options’in paragraph 18.

Directors’ Interests in Shares

8. The Directors holding office at August 31, 1999 who had interests in shares and options in the Companyand its subsidiaries as recorded in the register of Directors’ shareholdings were as follows:-

Direct Interests Deemed InterestsSept 1, Aug 31, Sept 21, Sept 1, Aug 31, Sept 21,1998 1999 1999 1998 1999 1999

The Company

Management SharesLim Kim San 3 3 3 - - -Cheong Choong Kong 2 1 1 - - -Michael Fam Yue Onn 2 1 1 - - -Lee Hee Seng 2 1 1 - - -Tang I-Fang 2 1 1 - - -Tjong Yik Min 2 2 2 - - -Wee Cho Yaw 2 1 1 163,701 * *

Ordinary SharesLim Kim San 624,677 589,145 589,145 78,320 * *Michael Fam Yue Onn 221,333 50,000 50,000 - - -Lee Hee Seng 70,092 63,082 63,082 - - -Tjong Yik Min - 27,000 27,000 - - -Wee Cho Yaw 154,493 139,043 139,043 1,249,600 * *

Options for Ordinary SharesLim Kim San 938,356 963,713 963,713 - - -Tjong Yik Min 312,786 312,259 312,259 - - -

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* As a result of the Companies (Amendment) Act which became effective in November 1998, the threshold of 15% for a persondeemed to have an interest via a body corporate has been raised to 20%. Accordingly, the above-named directors no longer havea deemed interest in the Company’s shares.

Shares of S$1 each

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Dividends

9. (a) The Directors recommend that a final dividend of 43 cents per share less income tax at 26% amountingto approximately S$117,387,000 be paid. The amount of dividend payable may be increased in theevent that share options set out in paragraph 20 are exercised before the share transfer register isclosed for dividend entitlement.

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

(i) a final dividend of 31 cents per share less income tax at 26% which amounted to S$84,358,000 inrespect of the previous financial year as proposed in the Directors’ Report of that year; and

(ii) an interim dividend of 12 cents per share less income tax at 26% which amounted to S$32,713,000in respect of the financial year under review.

Bad and Doubtful Debts

10. (a) Before the accounts of the Company were made out, the Directors took reasonable steps to ascertainthe action taken in relation to the writing off of bad debts and providing for doubtful debts and havesatisfied themselves that all known bad debts have been written off and that adequate provision hasbeen made for doubtful debts.

(b) At the date of this report, the Directors are not aware of any circumstances which would render theamounts written off for bad debts or provided for doubtful debts in the accounts of the Group inadequateto any substantial extent.

Current Assets

11. (a) Before the accounts of the Company were made out, the Directors took reasonable steps to ascertainthat any current assets which were unlikely to realise their book values in the ordinary course of businesshave been written down to their estimated realisable values, or that adequate provision has beenmade 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 thevalues attributed to current assets in the accounts of the Group misleading.

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 financialyear 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 oris 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 tomeet their obligations as and when they fall due.

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Other Statutory Information

14. As at the date of this report, the Directors are not aware of any circumstances not otherwise dealt with intheir report or the accounts of the Group and of the Company which would render any amount stated in theaccounts misleading.

15. In the opinion of the Directors, the results of the operations of the Group and of the Company for thefinancial year ended August 31, 1999 have not been substantially affected by any item, transaction or eventof a material and unusual nature other than the extraordinary items set out in Note 25 to the accounts.

16. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen inthe interval between the end of the financial year and the date of this report which would affect substantiallythe 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 benefitunder a contract which is required to be disclosed by Section 201(8) of the Companies Act.

Share Options

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

18. (a) The SPH Group ESOS was approved in December 1990, modified by certain changes approved byShareholders at the Extraordinary General Meeting held on July 16, 1999.

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

(c) During the financial year, options were granted for a total of 2,117,032 ordinary shares of S$1 each,details of which are as follows:-

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

Total No. of OrdinaryShares of S$1 each

Category No. of Employees under Options granted

Executive Directors 2 351,883Executives 113 1,765,149

115 2,117,032

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(ii) The exercise period of these options is as disclosed in paragraph 20 below provided that they havenot been subsequently cancelled.

(iii) The persons to whom the options have been granted do not have the right to participate, by virtueof the options, in any share issue of any other company.

(d) The aggregate number of options granted to employees since the commencement of the SPH GroupESOS on December 28, 1990 to August 31, 1999 were 14,347,975.

19. No shares of the Company have been issued during the financial year by virtue of the exercise of options totake up unissued shares, except as disclosed in paragraph 6(a).

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20. At the end of the financial year, unissued ordinary shares of the Company under option pursuant to the SPHGroup ESOS were as follows:-

Date of Exercise Exercise Balance Options Options Adjustment BalanceGrant Period Price (a) 1.9.1998 (b) Exercised Cancelled (c) 31.8.1999

Dec 20, Dec 21, 1995 to $10.52 232,073 (208,857) - (23,216) -1993 Dec 20, 1998

Dec 22, Dec 23, 1996 to $11.46 1,200,390 (853,248) (16) (120,069) 227,0571994 Dec 22, 1999

May 17, May 18, 1997 to $11.02 60,561 (34,281) - (6,064) 20,2161995 May 17, 2000

Dec 18, Dec 19, 1997 to $10.66 1,437,943 (742,572) (4,499) (143,822) 547,0501995 Dec 18, 2000

Nov 20, Nov 21, 1998 to $10.48 2,072,477 (852,683) (4,499) (207,293) 1,008,0021996 Nov 20, 2001

Nov 19, Nov 20, 1999 to $13.01 2,271,270 - (66,992) (227,180) 1,977,0981997 Nov 19, 2002

Nov 17, Nov 18, 2000 to $14.76 2,117,032 - (61,265) - 2,055,7671998 Nov 17, 2003

9,391,746 (2,691,641) (137,271) (727,644) 5,835,190

(a) Exercise prices were adjusted as a result of bonus shares issued during the financial years 1993, 1995 and 1998 and the capitalreduction exercise during the financial year.

(b) Or later date of grant.

(c) Adjusted for capital reduction exercise during the financial year.

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

21. At the Extraordinary General Meeting held on July 16, 1999, Shareholders approved the adoption of the1999 Scheme to replace the existing SPH Group ESOS. Under the 1999 Scheme, options will be granted toselected employees of the Company and/or its subsidiaries, including Directors of the Company and otherselected participants, to subscribe for ordinary shares in the Company. The aggregate number of ordinaryshares to be issued pursuant to the 1999 Scheme shall not exceed 12 percent of the total issued ordinaryshare capital of the Company from time to time.

22. No options have been granted during the financial year under the 1999 Scheme.

Subsidiaries

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

24. No shares of subsidiaries have been issued during the financial year by virtue of the exercise of options totake up unissued shares.

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

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Audit Committee

26. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act,including a review of the financial statements of the Group and of the Company for the financial year andthe auditors’ report thereon.

Auditors

27. Our auditors, Coopers and Lybrand, have merged their practice with Price Waterhouse and now practise inthe name of PricewaterhouseCoopers. PricewaterhouseCoopers have expressed their willingness to acceptre-appointment.

On behalf of the Directors

............................................ .............................................Lim Kim San Michael Fam Yue OnnExecutive Chairman Director

Singapore,October 6, 1999

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In the opinion of the Directors,

(a) the accompanying accounts for the year ended August 31, 1999 are drawn up so as to exhibit a true andfair view of:-

(i) the results of the business 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 topay its debts as and when they fall due.

On behalf of the Directors

............................................ ............................................Lim Kim San Michael Fam Yue OnnExecutive Chairman Director

Singapore,October 6, 1999

Statement by Directors

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Auditors’ Report

to the Members of Singapore Press Holdings Limited

We have audited the financial statements of Singapore Press Holdings Limited and the consolidated financialstatements of the Group for the year ended August 31, 1999 set out on pages 38 to 65. These financial statementsare the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financialstatements based on our audit.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that weplan and perform our audit to obtain reasonable assurance whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by the directors, as well as evaluating the overall financial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements and consolidated financial statements are properly drawn up in accordance withthe provisions of the Companies Act and Statements of Accounting Standard and so as to give a true and fairview of:-

(i) the state of affairs of the Company and of the Group as at August 31, 1999, the results of the Companyand of the Group and the cash flows of the Group for the 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 andconsolidated financial statements.

(b) the accounting and other records, and the registers required by the Act to be kept by the Company and bythose subsidiaries incorporated in Singapore have been properly kept in accordance with the provisions ofthe Act.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of the preparationof the consolidated financial statements and we have received satisfactory information and explanations requiredby us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and inrespect of subsidiaries incorporated in Singapore did not include any comment made under Section 207(3) ofthe Act.

.................................................PricewaterhouseCoopersCertified Public AccountantsPartner - Ms Tay Heem Juay

Singapore,October 6, 1999

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Auditors’ Report

to the Members of Singapore Press Holdings Limited

We have audited the financial statements of Singapore Press Holdings Limited and the consolidated financialstatements of the Group for the year ended August 31, 1999 set out on pages 38 to 65. These financial statementsare the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financialstatements based on our audit.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that weplan and perform our audit to obtain reasonable assurance whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by the directors, as well as evaluating the overall financial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements and consolidated financial statements are properly drawn up in accordance withthe provisions of the Companies Act and Statements of Accounting Standard and so as to give a true and fairview of:-

(i) the state of affairs of the Company and of the Group as at August 31, 1999, the results of the Companyand of the Group and the cash flows of the Group for the 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 andconsolidated financial statements.

(b) the accounting and other records, and the registers required by the Act to be kept by the Company and bythose subsidiaries incorporated in Singapore have been properly kept in accordance with the provisions ofthe Act.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of the preparationof the consolidated financial statements and we have received satisfactory information and explanations requiredby us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and inrespect of subsidiaries incorporated in Singapore did not include any comment made under Section 207(3) ofthe Act.

.................................................PricewaterhouseCoopersCertified Public AccountantsPartner - Ms Tay Heem Juay

Singapore,October 6, 1999

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Audited Accounts

The accompanying notes form part of these accounts.

Balance Sheets as at August 31, 1999

CAPITAL EMPLOYEDShare capital 3 368,910 406,879 368,910 406,879Share premium 4 59,380 192,810 59,380 192,810Capital reserve 5 1,915 1,915 - -Retained profit 1,642,760 1,736,522 1,492,769 1,641,112

2,072,965 2,338,126 1,921,059 2,240,801Exchange translation difference 6 (4,681) 3,162 - -

Shareholders’ interests 2,068,284 2,341,288 1,921,059 2,240,801Minority interests 3,580 6,665 - -

2,071,864 2,347,953 1,921,059 2,240,801Non-current liabilities

Deferred taxation 7a 65,033 51,179 51,885 42,662Other non-current liabilities 8 582,943 547,811 - -

2,719,840 2,946,943 1,972,944 2,283,463

EMPLOYMENT OF CAPITALFixed assets 9 465,650 426,012 264,549 256,797Investment property 10 850,125 771,642 - -Interests in subsidiaries 11 - - 1,384,765 1,739,618Interests in associates 12 177,731 138,117 50,200 38,163Long-term investments 13 376,364 509,010 575 575Other non-current assets 14 8,184 10,821 5,493 5,160

Current assetsStocks 15 30,915 35,750 30,856 35,680Trade debtors 16 103,868 104,933 101,641 98,604Other debtors and prepayments 17 20,441 32,415 4,283 6,152Short-term investments 18 306,253 634,384 48,824 60,943Cash on deposit 809,177 634,453 449,427 369,728Cash and bank balances 31,198 25,224 19,522 14,625

1,301,852 1,467,159 654,553 585,732

Current liabilitiesTrade creditors 55,336 59,384 44,215 38,782Other creditors and accrued liabilities 19 170,821 110,721 121,939 115,048Current taxation 7b 116,522 121,709 103,650 104,748Proposed final dividend (net) 117,387 84,004 117,387 84,004

460,066 375,818 387,191 342,582

Net current assets 841,786 1,091,341 267,362 243,150

2,719,840 2,946,943 1,972,944 2,283,463

GROUP COMPANYNote 1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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Turnover 21 844,798 899,402 795,942 845,328

Trading profit 22 343,358 389,635 337,089 384,988Share of profit/(loss) of associates 4,623 (6,712) - -Provision for diminution in value

of an associate - - (232) (2,748)

347,981 382,923 336,857 382,240

Net income/(loss) from investments 23 73,697 10,432 15,885 (4,142)Dividends from unquoted

subsidiaries, gross - - 20,000 20,000

Profit before taxation 421,678 393,355 372,742 398,098

Taxation 24 (95,298) (115,873) (85,816) (103,960)

Profit after taxation 326,380 277,482 286,926 294,138

Minority interests (53) 301 - -

Profit before extraordinary items 326,327 277,783 286,926 294,138

Extraordinary items 25 15,180 16,751 - -

Profit attributable to shareholders 341,507 294,534 286,926 294,138

Retained profit brought forward 1,736,522 1,562,163 1,641,112 1,467,149

2,078,029 1,856,697 1,928,038 1,761,287

Capital reduction 26 (284,815) - (284,815) -

Profit available for appropriation 1,793,214 1,856,697 1,643,223 1,761,287

Dividends 27 (150,454) (120,175) (150,454) (120,175)

Retained profit carried forward 1,642,760 1,736,522 1,492,769 1,641,112

Earnings per S$1 share (in cents) 28 87 68

Profit and Loss Accounts

The accompanying notes form part of these accounts.

for the Year ended August 31, 1999

GROUP COMPANYNote 1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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Consolidated Cash Flow Statement

for the Year ended August 31, 1999

GROUP1999 1998

S$’000 S$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 421,678 393,355

Adjustments for:-Depreciation 35,169 32,717Share of (profit)/loss of associates (4,623) 6,712Interest on bank loans and bonds 15,193 8,272Capital work-in-progress written off - 2,327(Profit)/loss on disposal of fixed assets (28) 40Foreign exchange difference (137) 329Investment income (73,697) (10,432)

Operating profit before working capital changes 393,555 433,320

Decrease in stocks 4,817 211Decrease in debtors 7,673 36,735Increase/(decrease) in creditors 60,232 (36,762)

466,277 433,504Income tax paid (86,631) (121,381)Dividends paid (117,071) (107,031)Dividends paid (net) by subsidiaries to minority shareholders - (836)

262,575 204,256Decrease in non-current assets 2,406 3,043

Net cash from operating activities 264,981 207,299

The accompanying notes form part of these accounts.

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Consolidated Cash Flow Statement

for the Year ended August 31, 1999

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of short-term investments (378,114) (725,860)Additions to investment property (72,231) (38,169)Purchase of fixed assets (81,969) (38,634)Purchase of long-term investments (21,596) (3,987)Loans to associates (23,489) (39,550)Amounts owing by associates 752 (681)Acquisition of shares in associates (12,232) (10,107)Acquisition of additional interests in subsidiaries (1,210) -Proceeds on disposal of short-term investments 680,724 650,930Proceeds on disposal of long-term investments 176,482 126,052Proceeds on disposal of fixed assets 248 17,515Net decrease in funds under management 12,119 17,915Investment income 73,697 10,432Proceeds on disposal of an associate 472 466Net proceeds on disposal of a subsidiary [Note (a)] 11,948 -Cash outflow on liquidation of a subsidiary [Note (b)] (1,076) -

364,525 (33,678)

Add: Items not involving movement of funds(Write-back of provision)/provision for diminution in value of investments (1,707) 57,802(Profit)/loss on sale of investments (12,591) 28,051Accretion of discount on bonds (3,653) (8,343)Amortisation of premium on bonds 1,607 1,061

Net cash from investing activities 348,181 44,893

GROUP1999 1998

S$’000 S$’000

The accompanying notes form part of these accounts.

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Consolidated Cash Flow Statement

for the Year ended August 31, 1999

CASH FLOWS FROM FINANCING ACTIVITIES

Capital reduction (496,392) -Increase in bank loans 60,000 44,500Proceeds on issue of shares 40,178 18,249Interest on bank loans and bonds (21,410) (19,772)Repayment of loans from minority shareholders (14,861) -Additional capital received from minority shareholders 21 1,227

Net cash (used in)/from financing activities (432,464) 44,204

Net increase in cash and cash equivalents 180,698 296,396Cash and cash equivalents at beginning of the year 659,677 363,281

Cash and cash equivalents at end of the year [Note (c)] 840,375 659,677

The accompanying notes form part of these accounts.

GROUP1999 1998

S$’000 S$’000

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Notes to the Cash Flow Statement

(a) Disposal of Subsidiary

Fixed assets 6,778 -Long-term investment 225 -Other non-current asset 150 -Current assets (including cash) 9,203 -Current liabilities (4,198) -Long-term loan (10,000) -Minority interest (971) -

1,187 -Surplus on disposal 15,246 -

Proceeds on disposal 16,433 -Less: Cash included in subsidiary disposed (4,485) -

Net proceeds on disposal of subsidiary 11,948 -

(b) Liquidation of Subsidiary

Fixed assets 155 -Non-current asset 81 -Current assets (including cash) 1,753 -Current liabilities (17) -Shareholders’ loan (18) -Foreign exchange difference (377) -Minority interest (831) -

746 -Provision for loss on liquidation (746) -

0 -Less: Cash included in subsidiary placed under liquidation (1,076) -

Cash outflow on liquidation of subsidiary (1,076) -

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

Cash on deposit 809,177 634,453Cash and bank balances 31,198 25,224

840,375 659,677

Consolidated Cash Flow Statement

for the Year ended August 31, 1999

GROUP1999 1998

S$’000 S$’000

The accompanying notes form part of these accounts.

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Notes to the Accounts

August 31, 1999

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

1. General

The Company is incorporated in Singapore. The accounts of the Company and the consolidated accounts ofthe 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 multimedia and telecommunications 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 services,(d) holding shares in subsidiaries,(e) holding investments, and(f) providing management services to subsidiaries.

2. Significant Accounting Policies

(a) Basis of AccountingThe accounts are prepared in accordance with the historical cost convention.

(b) Basis of ConsolidationThe consolidated accounts include the accounts of the Company and its subsidiaries made up to the endof the financial year. The results of subsidiaries acquired or disposed of during the year are included inor excluded from the consolidated profit and loss account from the date of their acquisition or disposal.Inter-company balances and transactions are eliminated on consolidation and the consolidated accountsreflect external transactions only.

(c) Exchange Translation DifferenceOn consolidation of foreign entities, the assets and liabilities are converted into Singapore dollars atthe rates of exchange closely approximating to those ruling at the balance sheet date and the profitand loss accounts are converted into Singapore dollars at the rates of exchange ruling during the year.Exchange translation difference 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 theCompany’s net investment in foreign entities are taken to the exchange translation difference accountuntil the disposal of the net investments, at which time they will be recognised as income or expensesin the profit and loss accounts.

(d) Goodwill on ConsolidationGoodwill on consolidation, representing the difference between the cost of acquisition of a subsidiaryor an associate over the book value acquired, is amortised on a straight-line basis in the consolidatedprofit and loss account over its useful life.

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(e) Deferred TaxationProvision is made under the liability method on significant timing differences between the accountingand taxation treatment of relevant items at the current rate of tax. In accounting for timing differences,deferred tax debits are not recognised unless there is a reasonable expectation of their realisation.

(f) Fixed Assets and Depreciation

(i) Fixed assets are stated at cost.

(ii) Depreciation is calculated to write off the cost on a straight-line basis over the expected useful livesof the assets. The estimated useful lives for this purpose are:-

Freehold buildings 30 yearsLeasehold land and buildings 30 years or life of lease if less than 30 yearsPlant and equipment 3-20 yearsFurniture and fittings 7-10 yearsMotor vehicles 3-5 years

(iii) No depreciation is charged on freehold land and land held on 999-year lease or in respect of majorcapital work-in-progress until commissioned.

(iv) It is not the Group’s policy to revalue fixed assets at regular intervals.

(v) The carrying amount of fixed assets is written down when the recoverable amount of fixed assetshas decreased below the carrying amount. The recoverable amount is the amount expected to berecovered from the future use of an asset, including its residual value on disposal.

(g) SubsidiariesInterests in subsidiaries are included in the accounts at cost and provision is made for diminution invalue which is other than temporary.

(h) AssociatesThese are companies (not being subsidiaries) in which the Group has a substantial interest of not lessthan 20% of the equity and in whose financial and operating policy decisions the Group exercisessignificant influence.

The Group’s share of the results of associates is included in the consolidated profit and loss account.The Group’s share of the post-acquisition retained profits and reserves or accumulated losses of associatesis 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 and provision is made fordiminution in value which is other than temporary.

(i) InvestmentsLong-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 investmentsexceeds market value, provision is made for diminution in value which is other than temporary on anindividual basis.

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

Dividend income from investments other than subsidiaries is recognised on a cash basis and interestincome on an accrual basis.

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

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

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(j) Investment PropertiesInvestment properties are held for the primary purpose of producing rental income and are not heldfor resale in the ordinary course of business.

Investment properties are stated at cost and provision is made for diminution in value which is otherthan temporary.

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 thispurpose, the interest rates applied to funds provided for the development are based on the actualinterest rates payable on the borrowings for such development.

(k) StocksStocks are stated at cost and provision is made for obsolete, slow-moving and defective stocks.

Cost of raw materials and consumable stores includes transport and handling costs, and any otherdirectly attributable costs.

Cost is determined on an actual basis or a weighted average basis.

(l) DebtorsBad debts are written off and specific provision is made for those debts considered to be doubtful. Inaddition, a general provision is made on the balance of trade debtors to cover any unexpected losseswhich have not been specifically identified.

(m) Foreign CurrenciesMonetary assets and liabilities expressed in foreign currencies are converted to Singapore dollars at therates of exchange closely approximating to those ruling at the balance sheet date. Transactions duringthe year are converted to Singapore dollars at rates of exchange ruling on the transaction dates.Differences in exchange are included in the profit and loss accounts.

(n) Revenue RecognitionRevenue from the sale of the Group’s products and services after accounting for trade discounts, returnsand goods and services tax is recognised on completion of delivery.

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.

3. Share Capital

(a) Management shares of S$1 each 10,000 10,000 3,689 4,069Ordinary shares of S$1 each 990,000 990,000 365,221 402,810

1,000,000 1,000,000 368,910 406,879

Authorised Issued and fully paid1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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4. Share Premium

Opening balance 192,810 239,452Amount applied under capital reduction exercise [Note 26] (170,889) -Premium on issue of shares 37,459 16,669Amount applied against bonus issue - (63,311)

Closing balance 59,380 192,810

GROUP AND COMPANY1999 1998

S$’000 S$’000

3. Share Capital (cont’d)

(b) Movements during the financial year were:-

Opening balance 406,879 341,988

Cancellation of 40,280,966 (1998: nil) ordinaryshares of S$1 each under the capitalreduction exercise in October 1998 [Note 26] (40,281) -

Cancellation of 406,879 (1998: nil) managementshares of S$1 each under the capitalreduction exercise in October 1998 [Note 26] (407) -

Issue of 2,691,641 (1998: 1,563,940) ordinaryshares of S$1 each fully paid under theSingapore Press Holdings Group Executives’Share Option Scheme 2,692 1,564

Issue of 27,188 (1998: 15,791) managementshares of S$1 each fully paid in accordancewith the Newspaper and Printing Presses Act 27 16

Bonus issue of nil (1998: 62,678,013) ordinaryshares of S$1 each credited as fully paid - 62,678

Bonus issue of nil (1998: 633,131) managementshares of S$1 each credited as fully paid - 633

Closing balance 368,910 406,879

(c) Details of the unissued shares of the Company under option at the end of the financial year are set outin paragraph 20 of the Directors’ Report.

Issued and fully paid1999 1998

S$’000 $’000

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6. Exchange Translation Difference

Opening balance 3,162 (8,951)Liquidation of a subsidiary (377) -Difference for the year (7,466) 12,113

Closing balance (4,681) 3,162

Arising from translation of:-An investment in a foreign entity (4,651) 2,630Interests in foreign subsidiaries (30) 532

(4,681) 3,162

GROUP1999 1998

S$’000 S$’000

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

GROUP1999 1998

S$’000 S$’000

5. Capital Reserve

Made up as follows:-Distributable 1,375 1,375Non-distributable 540 540

1,915 1,915

7. Taxation

(a) Deferred Taxation

Opening balance 51,179 51,972 42,662 41,380Transfer from/(to) profit

and loss accounts 2,334 (793) (2,297) 1,282Transfer from Current

Taxation account 11,520 - 11,520 -

Closing balance 65,033 51,179 51,885 42,662

This represents tax on:-

Excess of capital allowancesover depreciation 76,025 58,421 65,416 52,624

Revaluation surplus 2,337 2,337 - -Other timing differences (13,329) (9,579) (13,531) (9,962)

65,033 51,179 51,885 42,662

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(a) These loans of a subsidiary are secured by way of a legal mortgage on that subsidiary’s investmentproperty (Note 10) and by an assignment of rental proceeds under various trust deeds. Details of theseloans are set out in paragraphs (i) to (iv) below.

(i) The subsidiary entered into an agreement with a bank, whereby the bank granted the subsidiary aS$270,000,000 transferable loan facility (“TLF”) at a fixed interest rate of 4.6% per annum, maturingand repayable in one lump sum in 2002.

The subsidiary also granted the bank an embedded bond call option up to the value of S$270,000,000whereby the subsidiary would, at the request of the bank from time to time until maturity of theTLF, issue secured bonds at 4.6% interest per annum.

(ii) Interest on the bond is payable on an annual basis.

(iii) Interest is payable at the end of the term of the advances granted under the facility. The term of anadvance can be of one, two, three, six or twelve months’ duration as selected by the subsidiary. Theinterest rate is determined prior to the commencement of each advance. The applicable interestrates for the year ranged between 2.16% and 3.22% per annum (1998: nil).

(iv) Interest is payable on a quarterly basis and is determined prior to the commencement of eachquarter. The interest rate is either a rate agreed between the subsidiary and the agent bank or therate per annum equivalent to Singapore Interbank Offered Rate (SIBOR), if no rate is agreed betweenthe subsidiary and the bank. The applicable interest rates for the year ranged between 2.38% and6.94% per annum (1998: 6.13% and 6.94% per annum).

(b) These are interest free and have no fixed term of repayment, but repayment is not expected to be madewithin the next twelve months.

8. Other Non-Current Liabilities

Transferable term loan with embedded bond call option [Note a(i)] 270,000 270,0004.6% secured bond due 2002 [Note a(ii)] 150,000 150,000Standby revolving credit facility due 2002 [Note a(iii)] 71,250 -Floating rate notes due 2002 [Note a(iv)] 28,750 40,000Loans from minority shareholders of subsidiaries - unsecured [Note (b)] 62,943 77,811Bank loan - unsecured - 10,000

582,943 547,811

GROUP1999 1998

S$’000 S$’000

7. Taxation (cont’d)

(b) Current Taxation

Opening balance 121,709 126,424 104,748 111,447Income tax paid (86,631) (121,381) (77,691) (109,377)Provision for the year 105,854 116,661 100,000 102,678Transfer to Deferred

Taxation account (11,520) - (11,520) -(Over)/under provision in prior years (1,890) 5 (2,344) -Tax rebate for prior year (11,000) - (9,543) -

Closing balance 116,522 121,709 103,650 104,748

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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9. Fixed Assets

(a)

CostOpening balance 66,341 115,553 434,931 19,854 2,901 639,580Additions - 43,604 9,188 532 181 53,505Transfer in from capital

work-in-progress 6,139 3,472 7,651 1,002 - 18,264Disposals - - (4,333) (130) (348) (4,811)Disposal/liquidation of

subsidiaries - (433) (10,075) (206) (39) (10,753)Foreign currency adjustments - - - (2) (2) (4)

Closing balance 72,480 162,196 437,362 21,050 2,693 695,781

Accumulated DepreciationOpening balance 12,571 35,188 211,337 13,734 2,423 275,253Charge for the year 2,140 5,760 25,960 1,154 155 35,169Disposals - - (4,254) (124) (213) (4,591)Disposal/liquidation of

subsidiaries - (326) (3,528) (28) (18) (3,900)

Closing balance 14,711 40,622 229,515 14,736 2,347 301,931

Net book value atAugust 31, 1999 57,769 121,574 207,847 6,314 346 393,850

Capital work-in-progress - 2,246 69,414 140 - 71,800

Closing balance 57,769 123,820 277,261 6,454 346 465,650

Capital work-in-progressOpening balance 4,293 3,901 52,793 698 - 61,685Additions 1,846 1,817 24,357 444 - 28,464Transfer out (6,139) (3,472) (7,651) (1,002) - (18,264)Liquidation of a subsidiary - - (80) - - (80)Foreign currency adjustments - - (5) - - (5)

Closing balance - 2,246 69,414 140 - 71,800

1998 ComparativesNet book value at

August 31, 1998 53,770 80,365 223,594 6,120 478 364,327Capital work-in-progress 4,293 3,901 52,793 698 - 61,685

Closing balance 58,063 84,266 276,387 6,818 478 426,012

Depreciation for 1998 2,128 4,617 24,840 507 625 32,717

GROUP

Land and Buildings Plant and Furniture MotorFreehold Leasehold Equipment and Fittings Vehicles Total

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

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9. Fixed Assets (cont’d)

(b)

CostOpening balance 389,886 16,216 2,579 408,681Additions 7,487 263 144 7,894Transfer in from capital

work-in-progress 7,114 885 - 7,999Transfer out (16) (1) - (17)Disposals (4,092) (102) (281) (4,475)

Closing balance 400,379 17,261 2,442 420,082

Accumulated DepreciationOpening balance 191,700 11,346 2,245 205,291Charge for the year 23,064 924 93 24,081Transfer out (8) (1) - (9)Disposals (4,025) (83) (168) (4,276)

Closing balance 210,731 12,186 2,170 225,087

Net book value atAugust 31, 1999 189,648 5,075 272 194,995

Capital work-in-progress 69,414 140 - 69,554

Closing balance 259,062 5,215 272 264,549

Capital work-in-progressOpening balance 52,709 698 - 53,407Additions 23,819 327 - 24,146Transfer out (7,114) (885) - (7,999)

Closing balance 69,414 140 - 69,554

1998 ComparativesNet book value at

August 31, 1998 198,186 4,870 334 203,390Capital work-in-progress 52,709 698 - 53,407

Closing balance 250,895 5,568 334 256,797

Depreciation for 1998 20,998 259 593 21,850

COMPANY

Plant and Furniture MotorEquipment and Fittings Vehicles Total

S$’000 S$’000 S$’000 S$’000

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10. Investment Property

Details of the investment property are as follows:-

Cost 721,221 721,221Development expenditure at cost 110,868 38,637Loan interest capitalised 18,036 11,784

850,125 771,642

Interest capitalised during the year 6,252 11,784

Rental income 16,330 12,080

Fair value 765,000 690,000

Fair value of the investment property, Paragon building at Orchard Road, is stated at directors’ valuationbased on independent professional valuation carried out by Jones Lang LaSalle on August 6, 1999 on thebasis of open market value for existing use.

11. Interests in Subsidiaries

Unquoted equities, at cost 331,914 331,914Amounts owing by subsidiaries (non-trade) 1,224,885 1,626,532

1,556,799 1,958,446Amounts owing to subsidiaries (non-trade) (172,034) (218,828)

1,384,765 1,739,618

Details of subsidiaries are set out in Note 30.

12. Interests in Associates

Unquoted equities, at cost 102,928 90,696 53,180 40,948Loans to associates 112,405 88,916 - -Amounts owing by/(to)

associates (non-trade) 211 963 - (37)

215,544 180,575 53,180 40,911Share of losses less profits (37,813) (42,458) - -Provision for diminution in value

of an associate - - (2,980) (2,748)

177,731 138,117 50,200 38,163

Details of associates are set out in Note 31.

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

COMPANY1999 1998

S$’000 S$’000

GROUP

Freehold Land and Building1999 1998

S$’000 S$’000

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GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

13. Long-Term Investments

Quoted, at costEquities 70,123 145,407 - -Bonds 202,068 250,253 - -

Unquoted, at costEquities 53,193 69,792 - -Other investments 70,384 77,665 575 575

395,768 543,117 575 575

Accretion of discount on bonds 6,828 8,656 - -Amortisation of premium on bonds (75) (99) - -Provision for diminution in value

of investments - Quoted (14,680) (35,490) - - - Unquoted (11,477) (7,174) - -

376,364 509,010 575 575

Movements in provisionOpening balance 42,664 5,629 - -(Write-back)/provision for the year

- Quoted (20,810) 30,407 - -- Unquoted 4,303 6,628 - -

Closing balance 26,157 42,664 - -

Market value of quoted investmentsEquities 139,010 80,445 - -Bonds 206,762 233,492 - -

345,772 313,937 - -

14. Other Non-Current Assets

Long-term debtors 7,698 10,367 5,007 4,706Loans to Directors of subsidiaries 486 454 486 454

8,184 10,821 5,493 5,160

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

15. Stocks

Raw materials and consumable stores 31,563 36,366 31,504 36,296Provision for stocks (648) (616) (648) (616)

30,915 35,750 30,856 35,680

Made up as follows:-Weighted average 21,937 30,792 21,937 30,792Actual cost 8,978 4,958 8,919 4,888

30,915 35,750 30,856 35,680

Movements in provisionOpening balance 616 616 616 616Provision for the year 32 - 32 -

Closing balance 648 616 648 616

16. Trade Debtors

Amount owing 116,234 117,930 113,589 110,215Provision for doubtful debts (12,366) (12,997) (11,948) (11,611)

103,868 104,933 101,641 98,604

Movements in provisionOpening balance 12,997 10,375 11,611 9,800Provision for the year 3,365 5,148 2,914 4,228Bad debts written off (2,790) (2,526) (2,577) (2,417)Disposal of a subsidiary (1,206) - - -

Closing balance 12,366 12,997 11,948 11,611

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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(378) (829)

(88) (109)

17. Other Debtors and Prepayments

Accrued interest 14,980 23,636 1,506 2,282Prepayments 1,826 2,894 498 447Sundry debtors 3,464 5,732 2,108 3,270Loans to Directors of subsidiaries 171 153 171 153

20,441 32,415 4,283 6,152

18. Short-Term Investments

(a) Internally managed

QuotedEquities, at cost 14,727 - - -Bonds, at cost 162,161 163,289 - -Accretion of discount on bonds 3,230 2,622 - -Amortisation of premium on bonds - -

UnquotedBonds, at cost 135,229 450,023 - -Accretion of discount on bonds 73 1,170 - -Amortisation of premium on bonds - -

314,954 616,166 - -Provision for diminution in

value of investments - Quoted - - - Unquoted - -

257,429 573,441 - -

Movements in provisionOpening balance 42,725 23,330 - -Provision/(write-back) for the year - Quoted 19,500 - - - Unquoted 23,896 - -

Closing balance 57,525 42,725 - -

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

(35,636) (16,136)(21,889) (26,589)

(4,501)(4,700)

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18. Short-Term Investments (cont’d)

(b) Funds under management

Quoted investments, at costEquities 18,204 17,405 18,204 17,405Bonds 32,733 36,066 32,733 36,066

50,937 53,471 50,937 53,471Provision for diminution in

value of quoted investments (4,777) (10,512) (4,777) (10,512)

46,160 42,959 46,160 42,959Cash on deposit 792 8,183 792 8,183Bank balances 1,770 7,115 1,770 7,115Accrued interest 596 596 596 596Due from brokers 198 2,145 198 2,145Due to brokers (692) (55) (692) (55)

48,824 60,943 48,824 60,943

Movements in provisionOpening balance 10,512 9,140 10,512 9,140(Write-back)/provision for the year (5,735) 1,372 (5,735) 1,372

Closing balance 4,777 10,512 4,777 10,512

Total Short-Term Investments 306,253 634,384 48,824 60,943

Total market value of quoted investmentsEquities 35,879 12,923 22,249 12,923Bonds 187,232 186,094 29,584 31,992

223,111 199,017 51,833 44,915

19. Other Creditors and Accrued Liabilities

Accrued operating expenses 105,158 97,486 89,687 82,576Customers’ deposits and credits 5,898 6,036 5,825 5,972Amounts due to brokers 53,618 136 - -Sundry creditors 6,147 7,063 26,427 26,500

170,821 110,721 121,939 115,048

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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20. Capital and Other Commitments

(a) Outstanding capital expenditure:-Authorised and contracted for 32,545 104,044 14,432 16,200Authorised but not contracted for 311,400 52,972 194,609 500

(b) Commitments for operating leases due:-Within 1 year 3,688 8,063 - -Between 1 - 5 years 14,170 17,872 - -After 5 years 61,760 64,765 - -

(c) Commitments forforeign currency forward contracts 60,915 821,646 41,212 -

21. Turnover

(a) In the Group, turnover represents revenue from advertisements, printing, circulation, rental andmultimedia services.

(b) In the Company, turnover represents revenue from advertisements, printing, circulation, multimediaservices and management services provided to subsidiaries.

(c) Turnover comprises the following significant categories:-

Advertisement 611,598 668,067 599,039 653,267Circulation 183,791 179,980 177,325 172,632Rental and services 26,202 19,860 - -Multimedia services 10,839 18,958 4,101 3,972Others 12,368 12,537 15,477 15,457

844,798 899,402 795,942 845,328

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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Remuneration Bands

S$0 - S$249,999S$250,000 - S$499,999S$500,000 and aboveTotal

No. of Directors

1999 1998

5 5- -2 2

7 7

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

22. Trading Profit

Trading profit is arrived at:-

After chargingAudit fees:-

Company’s auditors:Current year 210 188 109 103Prior year - 6 15 (2)

Other auditors:Current year - 32 - -Prior year - 6 - -

Non-audit fees:-Company’s auditors 120 67 120 67

Depreciation of fixed assets (Note 9) 35,169 32,717 24,081 21,850Directors’ remuneration:-

Company’s Directors [Note 22 (a)] 2,515 2,545 2,515 2,545Other Directors of subsidiaries 219 283 - -

Loss on disposal of fixed assets 75 258 61 18Provision for stocks (Note 15) 32 - 32 -Provision for doubtful trade debts (Note 16) 3,365 5,148 2,914 4,228Interest paid:-

Bank loans 9,829 5,479 - -Bonds 5,364 2,793 - -

Exchange loss 195 394 165 394

and after creditingBad trade debts recovered 288 281 283 280Exchange gain 273 387 239 387Interest income:-

Associates 52 628 - -Others 355 977 178 169

Profit on disposal of fixed assets 103 218 82 217

22(a). Directors’ Remuneration

Details of Directors’ remuneration in compliance with the requirements of the Stock Exchange of Singapore, are:-

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23. Net Income/(Loss) from Investments

Deposit interest 15,627 27,496 8,004 15,145Interest from:-

Quoted bonds 15,982 12,774 - -Unquoted bonds 23,789 37,123 - -

Dividends from quoted equities 4,563 5,911 - -Foreign exchange (loss)/gain (10,489) 23,614 - -Profit/(loss) on sale of investments:-

Short-term investments 1,290 (28,051) - -Long-term investments 11,301 - - -

62,063 78,867 8,004 15,145Accretion of discount on bonds 3,653 8,343 - -Amortisation of premium on bonds (1,607) (1,061) - -Write-back of provision/(provision) for

diminution in value of investments:-Quoted 1,310 (25,906) - -Unquoted 397 (30,524) - -

65,816 29,719 8,004 15,145Income/(loss) from funds under

management [Note (a)] 7,881 (19,287) 7,881 (19,287)

73,697 10,432 15,885 (4,142)

(a) Income/(loss) from funds under management

Interest on deposits, bondsand treasury bills 1,418 2,079 1,418 2,079

Dividends from quoted equities 304 694 304 694Profit/(loss) on sale of investments 745 (19,887) 745 (19,887)Foreign exchange loss (106) (484) (106) (484)Expenses and fees (215) (317) (215) (317)

2,146 (17,915) 2,146 (17,915)Write-back of provision/(provision)

for diminution in value ofquoted investments 5,735 (1,372) 5,735 (1,372)

7,881 (19,287) 7,881 (19,287)

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

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24. Taxation

The taxation charge is made up as follows:-

Current YearIncome tax 105,854 116,661 100,000 102,678Deferred tax (3,166) (793) (2,297) 1,282

102,688 115,868 97,703 103,960Prior Years

Income tax (1,890) 5 (2,344) -Deferred tax 5,500 - - -Tax rebate (11,000) - (9,543) -

95,298 115,873 85,816 103,960

As at August 31, 1999, certain subsidiaries have unutilised tax losses of S$1.6 million (1998: S$4.3 million)available for offsetting against future taxable income subject to there being no substantial change inshareholders in accordance with the relevant provisions of the Income Tax Act.

25. Extraordinary Items

Surplus on disposal of a subsidiary 15,246 -Surplus on disposal of an associate 494 -Goodwill on consolidation arising on acquisition

of additional interests in subsidiaries 186 -Provision for loss on liquidation of a subsidiary (746) -Surplus from sale of Airco building - 13,806Surplus from capital reorganisation of an

equity held as a long-term investment - 2,945

15,180 16,751

26. Capital Restructuring

The Company carried out a Capital Restructuring Exercise in October 1998 which involved the reduction ofthe issued share capital of the Company by approximately 10 percent and in conjunction with that, a return ofcapital to all shareholders of the Company on the basis of S$1.22 cash per share held at the book closuredate. The amounts were adjusted against the Company’s share capital, share premium and retained profitaccounts.

GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

GROUP1999 1998

S$’000 S$’000

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GROUP COMPANY1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

27. Dividends

Payment of interim dividend of 12 cents per share less tax(1998: 12 cents less tax) 32,713 36,081

Payment of prior year’s final dividend on new shares issuedbefore book closure date 354 90

Proposed final dividend of 43 cents per share less tax(1998: 31 cents less tax) 117,387 84,004

150,454 120,175

28. Earnings per Share

(a) Earnings per management and ordinary share of S$1 each were based on Group profit after taxationand minority interests and before extraordinary items, of S$326,327,000 (1998: S$277,783,000) dividedby the weighted average of 374,578,000 shares in issue during the financial year (1998: 406,005,000shares).

(b) No material dilution of earnings per share would arise if all outstanding share options were exercised.

29. Re-classification

Certain comparative figures have been re-classified to conform with the current year’s presentation.

GROUP AND COMPANY1999 1998

S$’000 S$’000

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Country of Effective %Incorporation Class of Cost of of Equity held

Name of Subsidiary Principal Activities /Operation# Shares Investment by the Group

1999 1998 1999 1998

S$’000 S$’000 % %

30. Subsidiaries

Hipro Printing Pte Ltd Publishing Newspapers Singapore Ord 360 360 80.00 80.00

Lianhe Investments Holding Investments Singapore Ord 6,335 6,335 100.00 100.00Pte Ltd for Dealing Purposes

SPH Stop Press Pte Non-Specialised Retail Singapore Ord ^^ ^^ 100.00 100.00Ltd (formerly known Trade Storesas TelcomOneCorporation Pte Ltd)

The Straits Times Holding Investments Singapore Mgt 579 579 100.00 100.00Press (1975) Limited Ord 57,387 57,387 100.00 100.00

Multimedia Holding Investments United States Common * * 100.00 100.00Investments Inc of America Stock

SPH Data Services Licensing of Copyrights Singapore Ord * - 100.00 -Pte Ltd and Trademarks

Times Periodicals Publishing Magazines Singapore Ord * * 100.00 75.00Private Limited

Focus Publishing Publishing Newspapers Singapore Mgt * * 99.96 99.96Ltd Ord * * 100.00 100.00

Lianhe Publishing Publishing Magazines Singapore Ord * * 51.00 51.00Pte Ltd

Asia Century Publishing and Distributing Singapore Ord * * 26.01 26.01Publishing Pte Ltd Magazines

Singapore Press Servicing and Singapore Mgt * * 99.96 99.96Holdings (Overseas) Holding Investments Ord * * 100.00 100.00Limited

Times Properties Letting Properties Singapore Ord 77,827 77,827 100.00 100.00Private Limited

Orchard 290 Ltd Holding Investments and Singapore Ord * * 80.00 75.00Managing of ShoppingCentres and OtherCommercial Properties

SPH MultiMedia Holding Investments Singapore Ord 8,500 8,500 100.00 100.00Private Limited

++ CyberWay Pte Ltd Providing Public Internet Singapore Ord - * - 55.00Access Services

Singapore Newspaper Holding Investments Singapore Ord 50,000 50,000 100.00 100.00Services Private and PropertiesLimited

Vinora Holdings Holding Investments British Virgin Ord * * 100.00 100.00Limited Islands

Balance c/f 200,988 200,988

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Country of Effective %Incorporation Class of Cost of of Equity held

Name of Subsidiary Principal Activities /Operation# Shares Investment by the Group

1999 1998 1999 1998

S$’000 S$’000 % %

Balance b/f 200,988 200,988

Futura Management Holding Investments Cook Islands Ord * * 100.00 100.00Limited

Crestville Investments Holding Investments British Virgin Ord * * 100.00 100.00Limited Islands

Singapore News and Holding Investments Singapore Mgt 1,309 1,309 100.00 100.00Publications Limited and Properties Ord 129,617 129,617 100.00 100.00

SPH Asset Providing Investment Singapore Ord * * 100.00 100.00Management Limited Advisory and Portfolio

Management Services

Sin Chew Jit Poh Holding Investments Singapore Mgt * * 100.00 100.00(Singapore) Limited and Properties Ord * * 100.00 100.00

Alisbond Limited Dormant United Kingdom Ord * - 100.00 -

+ Low & High Ltd Dormant Singapore Mgt * * 99.99 99.99Ord * * 100.00 100.00

+ Jiuding (Tianjin) Dormant People’s Ord * * 51.00 51.00Information Services Republic ofCompany Limited China

+ Asia Pacific Post Inc Dormant British Virgin Ord * * 93.10 93.10Islands

+ Corporate Video Dormant Hongkong Ord * * 93.10 93.10Limited

+ Digital Vision Limited Dormant Hongkong Ord * * 93.10 93.10

+ Post Production Shop Dormant Hongkong Ord * * 93.10 93.10Limited

+ Post Production Dormant Hongkong Ord * * 93.10 93.10Sound Limited

+ Mantown Dormant Hongkong Ord * * 93.10 93.10Enterprises Limited

+ Solar River Dormant Hongkong Ord * * 93.10 93.10Investments Limited

+ Video Post Limited Dormant Hongkong Ord * * 93.10 93.10

331,914 331,914

30. Subsidiaries (cont’d)

Notes: -1. # Singapore Press Holdings (Overseas) Limited operates in Japan, Hongkong, Australia, Philippines, China, Taiwan, Indonesia, United

States of America, United Kingdom and India. Asia Century Publishing Pte Ltd operates in Taiwan.2. * The shareholdings of these companies are held by subsidiaries of the Company.3. ^^ Less than S$1,000.4. + These companies have been placed under liquidation.5. ++ CyberWay Pte Ltd was disposed of during the financial year.

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Held by the Company

Singapore CableVision Providing Singapore Ord 50,200 38,200 20.00 20.00Private Limited Subscription

Television Services

Business Day Publishing Thailand Ord 2,980 2,748 24.97 24.97Company Limited Newspapers

53,180 40,948

Held by Subsidiaries

The Straits Times Servicing United Kingdom Ord - * - 50.00Press (London)Limited

MobileOne (Asia) Providing Singapore Ord 49,000 49,000 35.00 35.00Private Limited Telecommunication

Services

Orchard 300 Ltd Holding Singapore Ord 500 500 50.00 50.00Investments

Citta Bella Sdn Bhd Publishing and Malaysia Ord 248 248 24.99 24.99DistributingMagazines

Keppel-SPH Telcom Holding Singapore Ord * * 50.00 50.00Pte Ltd Investments

* Less than S$1,000.

Country of Effective %Incorporation Class of Cost of of Equity held

Name of Associate Principal Activities /Operation Shares Investment by the Group

1999 1998 1999 1998

S$’000 S$’000 % %

31. Associates

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Profit Before Taxation

Newspapers & Magazines 348,140 395,182 361 (502) 348,501 394,680Multimedia &

Telecommunications 1,110 (8,086) (323) 952 (8,409)Treasury & Investment 70,385 3,358 1,517 4,300 71,902 7,658Property 323 (574) - - 323 (574)

419,958 389,880 1,720 3,475 421,678 393,355

Total Assets

Newspapers & Magazines 567,419 518,029 8,874 8,567 576,293 526,596Multimedia &

Telecommunications 125,622 98,800 - 1,143 125,622 99,943Treasury & Investment 1,403,385 1,700,499 105,030 106,616 1,508,415 1,807,115Property 969,576 889,107 - - 969,576 889,107

3,066,002 3,206,435 113,904 116,326 3,179,906 3,322,761

(a) The above segmental information has been compiled in a consistent manner. The division of the Group’sresults and assets into activity and geographical segments has been ascertained by reference to directidentification of assets and revenue/cost centres.

(b) In arriving at the above segmental information, the Group’s share of associated companies’ turnoveris excluded while the operating profits of and the Group’s investment in associated companies areincluded.

Turnover

Newspapers & Magazines 806,415 859,021 1,342 1,563 807,757 860,584Multimedia &

Telecommunications 10,839 18,958 - - 10,839 18,958Property 26,202 19,860 - - 26,202 19,860

843,456 897,839 1,342 1,563 844,798 899,402

32. Segmental Information

GROUP

Singapore Other Countries Total

1999 1998 1999 1998 1999 1998

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

(158)

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The Singapore Press Holdings Group Executives’ Share Option Scheme (“the Scheme”) is administered by theShare Option Scheme Committee comprising the following members:-

Michael Fam Yue Onn (Chairman)Lee Hee SengLim Kim San

Details of options granted to Directors, and employees in the Group receiving 5 per cent or more of total numberof options available under the Scheme are as follows : -

The Scheme was approved by shareholders in December 1990, and has been subsequently amended; the latestamendments were approved at the extraordinary general meeting on July 16, 1999.

At the extraordinary general meeting on July 16, 1999, a new share option scheme called the Singapore PressHoldings Group (1999) Share Option Scheme (“the 1999 Scheme”) was adopted to replace the Scheme.

Copies of the Scheme and the 1999 Scheme are available for inspection at the Company’s registered office.

Category andName

of participants

Directors(who are alsoemployees)

Number andterms* of

options grantedfrom 1.9.98 to

31.8.99

Aggregateoptions

granted sincecommencementof Scheme on

28.12.90 to31.8.99

Aggregateoptions

exercised sincecommencementof Scheme on

28.12.90 to31.8.99

Aggregateoptions

outstandingas at 31.8.99

211,130

140,753

112,602

Lim Kim San

Tjong Yik Min

Employees

Denis Tay Koon Tek

1,763,912

422,259

761,008

800,199

110,000

282,451

963,713

312,259

478,557

Share Options

* Terms : Exercise price = $14.76Exercise period : 18.11.2000 - 17.11.2003

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Share Price Movements

Sh

ar

eh

old

ing

St

at

ist

ics

Shareholding Statist ics

for the Year ended August 31

1999 1998 1997 1996 1995

S$ S$ S$ S$ S$

Highest closing price 34.50 20.76 13.70 14.30 12.70Lowest closing price 12.20 10.97 10.57 10.57 10.43August 31 closing price 28.00 12.20 12.99 12.08 10.87Price/earnings ratio based on August 31 closing price 32.18 17.94 15.46 15.89 14.12

ˆ Adjusted for capital restructuring exercise and bonus issues.* Adjusted for bonus shares issued in financial year ended August 31, 1998.

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 anymember of the staff of the company, the holders of management shares shall be entitled either on a poll or bya show of hands to two hundred (200) votes for each management share held.

20

15

10

5

25

1995 1996 1997 1998 19990

30

S$35

Lowest closing price

20

15

10

5

25

1995 1996 1997 1998 19990

30

S$35

Highest closing price

ˆˆˆ

ˆˆˆ*

ˆˆˆ*

ˆˆˆ*

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1,000,001 and above: 0.52%

1,001-10,000: 42.07%

10,001-1,000,000: 18.32%

1-1,000: 39.09%

Holders of Management Shares

Shareholders by Size ofShareholdings

Size of Shareholdings No. of Shareholders % Total Holdings %

1 - 1,000 1,953 39.09 726,813 0.201,001 - 10,000 2,102 42.07 7,117,328 1.95

10,001 - 1,000,000 915 18.32 57,849,840 15.821,000,001 and above 26 0.52 299,898,839 82.03

Total 4,996 100.00 365,592,820 100.00

Name

1 The Great Eastern Life Assurance Company Limited2 Oversea-Chinese Banking Corporation Limited3 Singapore Telecommunications Limited4 The Overseas Assurance Corporation Limited5 The Development Bank of Singapore Limited6 Fraser & Neave Limited7 Fullerton (Private) Limited*8 Overseas Union Bank Limited9 United Overseas Bank Limited10 Executive Chairman11 President12 Directors (1 each)

Total 3,692,862 100.00

* Part of Temasek Group

(excluding management shares) as at November 23, 1999

As at November 23, 1999

%

34.7116.8013.30

9.619.504.024.024.024.020.000.000.00

Holdings

1,281,632620,410491,154354,535350,821148,575148,575148,575148,575

325

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Twenty Largest Ordinary Shareholders

Name Total Holdings %

The Capital Group Companies, Inc 19,883,378 5.44

As at November 23, 1999

Name

1 Raffles Nominees (Pte) Limited2 DBS Nominees (Private) Limited3 HSBC (Singapore) Nominees Pte Ltd4 United Overseas Bank Nominees (Private) Limited5 Citibank Nominees Singapore Pte Ltd6 Overseas Union Bank Nominees (Private) Ltd7 The Overseas Assurance Corporation Ltd8 Temasek Holdings (Pte) Ltd9 The Asia Life Assurance Society Limited10 Tan Eng Sian11 Oversea-Chinese Bank Nominees Private Limited12 NTUC Income Insurance Co-operative Limited13 University of Malaya14 Lee Foundation States of Malaya15 Tokyo-Mitsubishi International (S) Ltd16 DB Nominees (S) Pte Ltd17 Prudential Assurance Co Singapore (Pte) Ltd - Life Fund18 Lee Foundation19 Prudential Assurance Co Singapore (Pte) Ltd - Prulink Fund20 National University of Singapore

Total

Substantial Shareholder as shown in theCompany’s Register

As at November 23, 1999S

ha

re

ho

ldin

g S

ta

tis

tic

s

Holdings

79,680,67977,115,44140,943,37421,755,50516,764,0796,535,2625,315,9415,170,1764,573,8004,568,7014,165,8243,692,2653,641,7783,580,1233,515,0162,519,5912,098,5331,931,9861,888,1731,863,566

291,319,813

%

21.7921.0911.205.954.591.791.451.411.251.251.141.011.000.980.960.690.570.530.520.51

79.68

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Properties of the Group

as at August 31 , 1999

LOCATION TENURE EXPIRY DATE LAND BUILT-IN PURPOSEOF LEASE (SQ M) (SQ M)

Times House Freehold - 10,485 12,080 Industrial

390 Kim Seng Road

Times Industrial Building Freehold - 20,638 12,560 Industrial

422 Thomson Road

News Centre Leasehold July 16, 2040 24,892 42,357 Industrial

82 Genting Lane

Print Centre Leasehold June 9, 2034 110,075 50,878 Industrial

2 Jurong Port Road

Toa Payoh North Leasehold March 2, 2031 21,730 34,084 Industrial

1000 Toa Payoh North

Units #01-39 to #01-48 Leasehold October 15, 2068 - 554 Commercial

and #01-51 to #01-56

Manhattan House

151 Chin Swee Road

Nos 12 to 28 Freehold - 27,103 225/285 each Residential

(even nos. only)

Swettenham Road

20, 20A Yarwood Avenue Leasehold May 6, 2878 1,421 1,721 389 454 Residential

22, 22A Yarwood Avenue Leasehold May 6, 2878 1407 1,697 502 450 Residential

37 Yarwood Avenue Leasehold May 6, 2878 2,657 345 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

42, 42A, 44 & 44A Freehold - 2,035 135 each Residential

Belmont Road

69/70 Mohamed Sultan Road Freehold - 496 496 Warehouse

Paragon Freehold - 13,262 47,056 Commercial

290 Orchard Road

Promenade Freehold - 3,395 17,416 Commercial

300 Orchard Road

MALAYSIAUnit 3544 Freehold - - 117 Residential

Awana Condominium

Genting Highlands

HONGKONGUnit 1308 13th Floor Leasehold February 14, 2059 - 3,960 Commercial

Tower Two, Lippo Centre

89 Queensway, Hong Kong

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❖ Bureau ✸ Sales Office ✢ Bureau & Sales Office

Overseas Bureaux and Sales Offices

as at August 31 , 1999

Country/City Name/Address Telephone Fax E-mail Publication

BUREAUXAustralia Khoo Teng Guan (612) 9262 4711 (612) 9262 4811 Khoo Teng Guan@sph.com.sg The Straits Times❖ Sydney P O Box N598 Grosvenor Place

Sydney 2000

China Mary Kwang (8610) 6532 4543 (8610) 6532 4544 mkwang@post1.com The Straits Times❖ Beijing Chew Juai Fong (8610) 6532 6449/ (8610) 6532 5976 lianhe@iuol.cn.net Lianhe Zaobao

1-2-33 Diplomatic Apts 6532 6103Jianguomenwai Beijing 100600

❖ Shanghai Tay Eng How (8621) 6258 9286 (8621) 6258 8723 lianhe@public.sta.net.cn Lianhe Zaobao24H Shanghai TV andBroadcasting Tower651, Nanjing West RoadShanghai 200041

Hongkong Lee Huay Leng (852) 2524 6191 (852) 2524 7394 LeeHL@cnd.pacific.net.hk Lianhe Zaobao✢ Hongkong Quak Hiang Whai (852) 2525 9935 (852) 2801 4907 quakhw@netvigator.com The Business Times

Loh Hui Yin (852) 2523 7675 (852) 2845 9934 huiyin@netvigator.com The Straits Times1308, 13th Floor, Tower TwoLippo Centre, No. 89 Queensway

India Nirmal Ghosh (9111) 410 4868 (9111) 410 4816 straits@mantraonline.com The Straits Times❖ New Delhi 1/12 Shanti Niketan

New Delhi 110021

Indonesia Susan Sim (6221) 384 5921 (6221) 381 4366 susansim@rad.net.id The Straits Times❖ Jakarta Derwin Pereira derwin@rad.net.id The Straits Times

Shoeb Kagda shoebkd@rad.net.id The Business TimesSuite 507, 5th Floor Wisma AntaraJalan Medan MerdekaSelatan 17 Jakarta 10001

Japan Kwan Weng Kin (813) 3442 4258 (813) 3442 4258 wengkin@gol.com The Straits Times✢ Tokyo Homat August Apt 201

3-5-49 Minami-AzabuMinato-ku, Tokyo 106-0047

Philippines Maria Luz Baguioro (632) 893 8860/61 (632) 812 4843 Luz Baguioro@email.com.ph The Straits Times❖ Manila 10/F Locsin Building

Ayala Avenue, Makati, Manila

Taiwan Ching Cheong (8862) 2509 4499 (8862) 2509 4601 chingcheong@hotmail.com The Straits Times❖ Taipei Goh Lee Eng (8862) 2509 4816 (8862) 2509 4650 lianhe@tpts4.seed.net.tw Lianhe Zaobao

Room 712-3 No.209Sung-Chiang Road Taipei 104

Thailand Edward Tang (662) 254 8185/6 (662) 254 8194 edwardta@loxinfo.co.th The Straits Times❖ Bangkok Tipaya Poonam The Straits Times

Harish Mehta (662) 254 8187 (662) 252 2670 harish@loxinfo.co.th The Business Times10th Floor, Maneeya Center Bldg518/5 Ploenchit Road Bangkok 10330

USA Lee Siew Hua (1202) 662 8726 (1202) 662 8729 siewhua@nationalpress.com The Straits Times❖ Washington National Press Building

Suite 916, 529 14th Street, NWWashington DC 20045

SALES OFFICESHongkong Lawrence Chang (852) 2877 9076 (852) 2522 0950 sph01@netvigator.com✢ Hongkong Singapore Press Holdings (Overseas) Ltd

1308, 13th Floor, Tower TwoLippo Centre, No. 89 Queensway

Japan Ryoichi Yanagihara (813) 3582 6259 (813) 3589 5480 sph0@email.msn.com✢ Tokyo Singapore Press Holdings (Overseas) Ltd

5A, 6-28 Akasaka, 6-ChomeMinato-ku, Tokyo

United Kingdom R Ramesh (44171) 353 0895 (44171) 353 2845 info@sphlondon.co.uk✸ London The Straits Times Press (London) Ltd

102-106 Temple ChambersTemple Ave, London ECAY 0DT, England

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of the Company will be held at News Centre, 82Genting Lane, Singapore 349567 on Friday, January 7, 2000 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 endedAugust 31, 1999.

2. To declare a final dividend of 43 cents per $1.00 share less income tax in respect of the financial year endedAugust 31, 1999.

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 herebyre-appointed a Director of the Company to hold such office until the next Annual General Meeting of theCompany.":-(i) Lim Kim San(ii) Michael Fam Yue Onn(iii) Lee Hee Seng(iv) Tang I-Fang(v) Wee Cho Yaw.

4. To re-elect Tjong Yik Min who is retiring in accordance with the Company's Articles of Association, and who,being eligible, offers himself for re-election.

5. To approve Directors' fees of $ 209,000*.

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

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

Special Business

8. 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 Stock Exchange ofSingapore now known as, Singapore Exchange Securities Trading Limited, and subject to the provisions of theNewspaper and Printing Presses Act, Chapter 206, authority be and is hereby given to the Directors of theCompany to issue shares in the Company (whether by way of rights, bonus or otherwise) at any time and uponsuch terms and conditions and for such purposes and to such persons as the Directors may in their absolutediscretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolutiondoes not exceed 50 per cent of the issued share capital of the Company for the time being, of which theaggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company doesnot exceed 20 per cent of the issued share capital of the Company for the time being, and, unless revoked orvaried by the Company in general meeting, such authority shall continue in force until the conclusion of thenext Annual General Meeting of the Company or the date by which the next Annual General Meeting of theCompany is required by law to be held, whichever is the earlier."

(ii) "That approval be and is hereby given to the Directors to allot and issue shares pursuant to the exercise ofoptions under the Singapore Press Holdings Group Executives’ Share Option Scheme.”

(iii) "That approval be and is hereby given to the Directors to offer and grant options in accordance with theprovisions of the Singapore Press Holdings Group (1999) Share Option Scheme ("the 1999 Scheme") and toallot and issue such shares as may be issued pursuant to the exercise of options under the 1999 Scheme,provided always that the aggregate number of shares to be issued pursuant to the 1999 Scheme shall notexceed 12 per cent of the issued share capital of the Company from time to time."

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(iv) That:-

(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the "Companies Act"), the exerciseby the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issuedordinary shares of $1.00 each fully paid in the capital of the Company (the "Ordinary Shares") not exceeding inaggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by theDirectors from time to time up to the Maximum Price (as hereafter defined), whether by way of:-

(i) market purchase(s) on the Stock Exchange of Singapore now known as, Singapore Exchange SecuritiesTrading Limited ("SES"), transacted through the Central Limit Order Book trading system; and/or

(ii) off-market purchase(s) (if effected otherwise than on the SES) 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 allthe conditions prescribed by the Companies Act;

and otherwise in accordance with all other laws and regulations and rules of the SES as may for the time beingbe applicable, be and is hereby authorised and approved generally and unconditionally;

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of theCompany pursuant to the mandate contained in paragraph (a) above may be exercised by the Directors at anytime and from time to time during the period commencing from the date of the passing of this Resolution andexpiring on the earlier of:-

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

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

(c) in this Resolution:-

"Prescribed Limit" means that number of issued ordinary shares representing ten per cent of the issued OrdinaryShare 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 (ex-cluding brokerage, commission, applicable goods and services tax and other related expenses) which shall notexceed, in the case of a market purchase of an Ordinary Share and off-market purchase pursuant to an equalaccess 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 consecutivetrading days on which the Ordinary Shares are transacted on the SES immediately preceding the date ofmarket purchase by the Company or, as the case may be, the date of the making of the offer pursuant to theoff-market purchase; and

"date of the making of the offer" means the date on which the Company announces its intention to make anoffer for the purchase or acquisition of Ordinary Shares from holders of Ordinary Shares, stating therein thepurchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for eachOrdinary 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 suchacts and things (including executing such documents as may be required) as they and/or he may considerexpedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.

By Order of the Board

............................................Ginney Lim May LingGroup Company Secretary

Singapore,December 22, 1999

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* In the previous year, the Directors implemented a cut of 10 per cent in the Directors’ fees because of the dismal economic outlook prevailingthen. As the economy has been recovering and the Group has performed better than expected, it is proposed that Directors’ fees be revisedaccordingly.

Note : 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 proxyneed not be a Member of the Company. The instrument appointing the proxy, duly stamped, must be lodged at the Company's ShareRegistration Office, Barbinder & Co Pte Ltd, 9 Penang Road #10-20, Park Mall, Singapore 238459 not less than 48 hours before the time fixedfor the meeting.

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The effects of the resolutions under the heading "Special Business" in the Notice of the forthcoming AnnualGeneral Meeting are :-

(a) Ordinary Resolution No. 8 (i) is to allow the Directors of the Company from the date of that meeting until thenext Annual General Meeting to issue or agree to issue shares in the Company up to an amount not exceedingfifty (50) per cent of the issued share capital of the Company for the time being of which the total number ofshares to be issued other than a pro rata basis to shareholders of the Company does not exceed 20 per cent ofthe issued share capital of the Company for the time being.

(b) Ordinary Resolution No. 8(ii) is to authorise the Directors to allot and issue shares pursuant to the exercise ofsuch options under the Singapore Press Holdings Group Executives’ Share Option Scheme.

(c) Ordinary Resolution No. 8(iii) is to authorise the Directors to offer and grant options under the Singapore PressHoldings Group (1999) Share Option Scheme ("the 1999 Scheme") and to allot and issue shares pursuant tothe exercise of such options under the 1999 Scheme up to an amount not exceeding 12 per cent of the issuedshare capital of the Company from time to time.

(d) Ordinary Resolution No. 8(iv) is to renew the mandate to permit the Company to purchase or acquire issuedordinary shares in the capital of the Company on the terms and subject to the conditions of the Resolution.

The Company intends to use its internal sources of funds to finance the purchase or acquisition of its ordinaryshares. The amount of funding required for the Company to purchase or acquire its ordinary shares, and theimpact on the Company's financial position, cannot be ascertained as at the date of this Notice as these willdepend on the number of ordinary shares purchased or acquired and the price at which such ordinary shareswere purchased or acquired.

Based on the issued and paid-up ordinary share capital of the Company as at November 16, 1999 (the "LatestPracticable Date"), the purchase by the Company of 10 per cent of its issued ordinary shares will result in thepurchase or acquisition of 36,539,079 ordinary shares. Assuming that the Company purchases or acquires the36,539,079 ordinary shares at the maximum purchase price of $ 31.06 for one ordinary share (being the priceequivalent to 105 per cent of the average closing market prices of the ordinary shares for the five consecutivemarket days on which the ordinary shares were traded on the SES immediately preceding the Latest Practica-ble Date), the maximum amount of funds required for the purchase or acquisition of the 36,539,079 ordinaryshares is approximately $ 1,134.9 million. The maximum amount of funds required for such share buy back isthe 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 theproposed Share Buy Back Mandate on the audited financial accounts of the Company and its subsidiaries andthe Company for the financial year ended August 31, 1999 are set out in greater detail in the letter to Shareholdersdated December 22, 1999.

Statement Pursuant to Article 72 ofthe Company's Articles of Association

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Proxy Form

Annual General MeetingSingapore Press Holdings Limited

( Incorporated in Singapore)

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I/We ........................................................................................................................................................................................

of ............................................................................................................................................................................................

being a member/members of the abovenamed Company, hereby appoint

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, atthe Annual General Meeting of the Company to be held at News Centre, 82 Genting Lane, Singapore 349567 onJanuary 7, 2000 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 theOrdinary Resolutions as set out in the Notice of Annual General Meeting. In the absence of specific directions, theproxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the AnnualGeneral Meeting.)

Name Address NRIC/Passport Proportion ofNumber Shareholdings (%)

and/or (delete as appropriate)

To be used on To be used ina Show of Hands the event of a Poll

No. of Votes No. of VotesResolutions For Against For Against

Ordinary Business

1. To adopt Directors' Report and Audited Accounts

2. To declare a Final Dividend

3. To re-appoint Directors pursuant to Section153(6) of the Companies Act, Chapter 50:-(i) Lim Kim San(ii) Michael Fam Yue Onn(iii) Lee Hee Seng(iv) Tang I-Fang(v) Wee Cho Yaw

4. To re-elect Director :-Tjong Yik Min

5. To approve Directors' fees of $209,000

6. To appoint Auditors and authorise Directorsto fix their remuneration

7. Any other business

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To be used on To be used ina Show of Hands the event of a Poll

No. of Votes No. of VotesResolutions For Against For Against

Special Business

8 (i) To approve the Ordinary Resolution pursuantto Section 161 of the Companies Act, Chapter 50

(ii) To authorise Directors to issue shares pursuantto the Singapore Press Holdings Group Executives’Share Option Scheme

(iii) To authorise Directors to offer and grantoptions and to issue shares in accordance withthe provisions of the Singapore Press HoldingsGroup (1999) Share Option Scheme

(iv) To renew the mandate authorising Directorsto purchase the Company's ordinary shares

Dated this ........................ day of .....................................

Total Number ofShares held

IMPORTANT

Notes : 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130Aof the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register ofMembers, you should insert that number of Shares. If you have Shares entered against your name in the Depository register and Shares registered in yourname in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and regis-tered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all theShares held by you.

2. 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.

3. Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as apercentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be deposited at the Share Registration Office of the Company at Barbinder & Co Pte Ltd., 9Penang Road, #10-20, Park Mall, Singapore 238459, not less than 48 hours before the time appointed for the Annual General Meeting.

5. 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 officer orattorney duly authorised.

6. 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.

General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or wherethe true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy orproxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxieslodged if the Member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours beforethe time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.

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........................................................................Signature(s) of Member(s) or Common Seal

Proxy Form

(continued)

Annual General MeetingSingapore Press Holdings Limited

( Incorporated in Singapore)

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