breadtalk ar'09 appendix

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10 April 2010

This appendix (the Appendix) is circulated to Shareholders o BreadTalk Group Limited (the Company), together withthe Company’s annual report or the year ended 31 December 2009 (the Annual Report). Its purpose is to explain toShareholders the rationale and provide inormation to Shareholders or the proposed renewal o the Share Purchase

Mandate as defned in this Appendix to be tabled at the annual general meeting o the Company to be held on 27 April2010 at 9.30 a.m. at 171 Kampong Ampat, #05-05 KA FoodLink, Singapore 368330 (the Annual General Meeting).

The Notice o the Annual General Meeting and the accompanying Proxy Form are enclosed with the Annual Report.

I you have sold or transerred all your Shares, you should immediately orward this Appendix, the Annual Report andthe enclosed documents to the purchaser or to the bank, stockbroker or other agent through whom you eected the saleor transer or onward transmission to the purchaser.

The Singapore Exchange Securities Trading Limited (the SGX-ST) assumes no responsibility or the correctness o anyo the statements made, reports contained or opinions expressed in this Appendix.

BREADTALK GROUP LIMITED(Incorporated in the Republic o Singapore)

(Company Registration Number 200302045G)

APPENDIX

in relation to

The Proposed Renewal o the Share Purchase Mandate



CONTENTS

Page

DEFINITIONS 1

1. INTRODUCTION 3

2. THE SHARE PURCHASE MANDATE 4

3. TERMS OF THE MANDATE 4

4. STATUS OF PURCHASED SHARES 6

5. TREASURY SHARES 6

6. SOURCE OF FUNDS 7

7. FINANCIAL EFFECTS 7

8. LISTING RULES 10

9. TAKE-OVER IMPLICATIONS 12

10. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS 13

11. SHARES PURCHASED BY THE COMPANY 15

12. DIRECTORS’ RECOMMENDATION 15

13. INSPECTION OF DOCUMENTS 15

14. DIRECTORS’ RESPONSIBILITY STATEMENT 16



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DEFINITIONS

For the purpose o this Appendix, the ollowing defnitions apply throughout unless the context otherwise requires orunless otherwise stated:

associate(s) : Shall have the same meaning as ascribed to the term in the Listing Manual

associated companies : Shall have the same meaning as ascribed to the term in the Listing Manual

Annual General Meeting : The annual general meeting o the Company to be held on 27 April 2010 at 9.30a.m.

Average Closing Price : The average o the last dealt prices o a Share or the last 5 Market Days on whichthe Shares are transacted on the SGX-ST immediately preceding the date o theOn-Market Purchase (as defned in paragraph 3.3) by the Company or, as the casemay be, the date o making o the oer pursuant to the O-Market Purchase (asdefned in paragraph 3.3), and deemed to be adjusted in accordance with the ListingManual, or any corporate action which occurs ater the relevant 5-day period

Board : The board o Directors o the Company or the time being or such number o themas having authority to act or the Company as at the date o this Appendix

CDP : The Central Depository (Private) Limited

Companies Act : The Companies Act, Chapter 50, o Singapore as amended, supplemented ormodifed rom time to time

Companies Amendment Act : The Companies (Amendment) Act 2005 o Singapore

Company or BreadTalk : BreadTalk Group Limited

corporation : Shall have the same meaning as ascribed to the term in the Companies Act

Directors : The directors or the time being o the Company

EPS : Earnings per Share

Group : The Company and its subsidiaries collectively

Latest Practicable Date : 18 March 2010, being the latest practicable date prior to the printing o thisAppendix

Listing Manual : The listing manual o the SGX-ST as amended, supplemented or modifed rom

time to time

Market Day : A day on which the SGX-ST is open or trading in securities

Month : Calendar month

NTA : Net tangible assets

SGX-ST : Singapore Exchange Securities Trading Limited



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Share Purchase Mandate : The proposed general mandate to authorise the directors o the Company topurchase Shares on behal o the Company in accordance with the terms set out inthis Appendix as well as the rules and regulations set orth in the Companies Actand the Listing Manual

Shareholders : Persons who are registered as holders o the Shares, or where CDP is the registeredholder, the term “Shareholders” shall, in relation to such Shares and where the

context admits, mean the Depositors whose securities accounts are credited withthe relevant Shares

Shares : Ordinary shares in the capital o the Company

subsidiaries : Shall have the same meaning as ascribed to the term in the Companies Act

substantial shareholder : Shall have the same meaning in relation to the Company as ascribed to the termin the Companies Act

Treasury Shares : Shall have the same meaning as ascribed to the term in the Companies Act

per cent or % : Per centum or percentage

S$ and cents : Singapore dollars and cents, respectively

The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectivelyin Section 130A o the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculinegender shall, where applicable, include the eminine and neuter genders.

Reerences to persons shall include corporations.

The headings in this Appendix are inserted or convenience only and shall be ignored in construing this Appendix.

Any reerence in this Appendix to any enactment is a reerence to that enactment as or the time being amended or re-enacted. Any word defned under the Companies Act or any statutory modifcation hereo and not otherwise defned inthis Appendix shall have the same meaning assigned to it under the Companies Act or any statutory modifcation thereo,as the case may be.

Any reerence to a time o day in this Appendix is made by reerence to Singapore time unless otherwise stated.

Any discrepancies in the fgures included in this Appendix between the amounts listed and totals thereo and/or therespective percentages are due to rounding.



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BREADTALK GROUP LIMITED(Incorporated in the Republic o Singapore)

(Company Registration Number 200302045G)

Directors Registered Ofce

George Quek Meng Tong (Chairman)Katherine Lee Lih Leng (Deputy Chairman)Chen Kuo Hua (Non-Executive Director)Ong Kian Min (Independent Director)Chan Soo Sen (Independent Director)

171 Kampong Ampat #05-05 KA FoodLinkSingapore 368330

10 April 2010

To: The Shareholders o BreadTalk Group Limited

Dear Sir/Madam

PROPOSED RENEWAL OF THE SHAREHOLDERS’ GENERAL MANDATE FOR SHAREPURCHASE

1. INTRODUCTION

The Directors o the Company propose to table, or Shareholders’ consideration and approval, the renewal o theShare Purchase Mandate.

The purpose o this Appendix is to explain the rationale and provide inormation to Shareholders or the proposedrenewal o the Share Purchase Mandate.

The Share Purchase Mandate was renewed by Shareholders at the annual general meeting held on 27 April 2009,such mandate being expressed to take eect until the conclusion o the Company’s orthcoming annual generalmeeting. Accordingly, the Directors propose that the Share Purchase Mandate be renewed at the Annual GeneralMeeting, to take eect until the conclusion o the next annual general meeting to be held in 2011.

Details o the Share Purchase Mandate renewed on 27 April 2009 were set out in the Company’s appendix toShareholders dated 10 April 2009, which contained the terms o the mandate or the purchase or acquisitionby the Company o its issued Shares. The terms o the mandate in respect o which the Share PurchaseMandate is sought to be renewed at the Annual General Meeting are set out in this Appendix or the easyreerence o Shareholders.

The SGX-ST takes no responsibility or the accuracy o any statements or opinions made in this Appendix.



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2. THE SHARE PURCHASE MANDATE

2.1 The Rationale

The Directors constantly seek to increase Shareholders’ value and to improve, inter alia, the return on equity o theGroup. The Share Purchase Mandate will give the Company the exibility to undertake purchases o its Sharesat any time, subject to market conditions and unding arrangements, during the period when the Share Purchase

Mandate is in orce.

Share buyback at the appropriate price level is one o the ways through which the return on equity o the Groupmay be enhanced. It provides the Company with an easy mechanism to acilitate the return o surplus cash overand above the ordinary capital requirements in an expedient, eective and cost efcient manner. It also allows theDirectors to exercise control over the Company’s share structure and may, depending on market conditions andunding arrangements at the time, lead to an enhancement o the EPS and/or NTA per Share o the Company.

The Directors urther believe that share buyback by the Company will help mitigate short-term market volatility,oset the eects o short-term speculation and bolster shareholder confdence.

The Directors, when approving any share buyback pursuant to the Share Purchase Mandate, will take into accountthe impact the share buyback may have on the liquidity o the Shares. The Directors are committed to ensuring

that any share buyback by the Company will not have a material adverse impact on the ree oat, liquidity and/ororderly trading o the Shares.

While the proposed Share Purchase Mandate would authorise a purchase or acquisition o Shares o up to ten percent (10%) o the issued share capital o the Company excluding Treasury Shares as at the date o the AnnualGeneral Meeting at which the Share Purchase Mandate is approved, Shareholders should note that purchases andacquisitions o Shares pursuant to the Share Purchase Mandate might not be carried out to the ull ten per cent(10%) limit as authorised and no purchase or acquisition o Shares would be made in circumstances which wouldor may have a material adverse eect on the fnancial position o the Company or the Group.

2.2 The Mandate

Approval was sought rom Shareholders at the annual general meeting held on 27 April 2009 or the renewal o theShare Purchase Mandate or the purchase or acquisition by the Company o its issued Shares. With the approval,the Share Purchase Mandate took eect rom the date o the annual general meeting held on 27 April 2009 andcontinues in orce until the date o this Annual General Meeting, or such date as the next annual general meetingis required by law, unless prior thereto, share buybacks are carried out to the ull extent mandated, or the SharePurchase Mandate is revoked or varied in any general meeting o the Company. The Share Purchase Mandate willbe put to Shareholders or renewal at each subsequent annual general meeting o the Company whereupon it willlapse, unless it is renewed at such meeting.

3. TERMS OF THE MANDATE

The authority and limitations placed on purchases or acquisitions o Shares by the Company under the SharePurchase Mandate, i approved at the Annual General Meeting, are summarised as ollows:

3.1 Maximum Number o Shares

Only Shares which are issued and ully paid-up may be purchased or acquired by the Company. The total numbero Shares which may be purchased or acquired pursuant to the Share Purchase Mandate shall not exceed tenper cent (10%) o the issued Shares o the Company as at the date o the last annual general meeting o theCompany held beore the resolution authorising the Share Purchase Mandate is passed or as at the date it is passed,whichever is the higher, unless the Company has eected a reduction o its share capital in accordance with theapplicable provisions o the Companies Act in which event the issued Shares shall be taken to be the amount asaltered, excluding any Treasury Shares that may be held by the Company. Under the Companies Act, any Shareswhich are held as Treasury Shares will be disregarded or the purpose o computing the ten per cent (10%) limit.



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For illustrative purposes only, on the basis o 233,941,034 Shares (being the total number o Shares excluding970,000 Treasury Shares) as at the Latest Practicable Date, and assuming that no urther Shares are issued onor prior to the Annual General Meeting, not more than 23,394,103 Shares (representing ten per cent (10%) o the issued ordinary share capital o the Company excluding Treasury Shares as at that date) may be purchased oracquired by the Company pursuant to the proposed Share Purchase Mandate.

3.2 Duration o Authority

The Company may purchase its Shares at any time and rom time to time, on and rom the date o the annualgeneral meeting at which the Share Purchase Mandate is approved up to the earlier o:

(i) the date on which the next annual general meeting o the Company is held or required by law to be held;

(ii) the date on which the authority conerred by the Share Purchase Mandate is varied or revoked in a generalmeeting; or

(iii) the date on which the share buyback has been carried out to the ull extent mandated.

The Share Purchase Mandate may be renewed at each annual general meeting or other general meeting o theCompany.

3.3 Manner o Purchase

Purchases or acquisitions o Shares may be made by way o, inter alia:

(i) an on-market purchase (On-Market Purchase) transacted on the SGX-ST through the Central LimitOrder Book (CLOB) trading system and/or through one (1) or more duly licensed dealers appointed by theCompany or the purpose; and/or

(ii) an o-market purchase (O-Market Purchase), otherwise than on the SGX-ST, eected in accordancewith an equal access scheme or schemes as defned in Section 76C o the Companies Act.

In an O-Market Purchase, the Directors may impose such terms and conditions which are not inconsistent withthe Share Purchase Mandate, the Listing Manual and the Companies Act, as they consider ft in the interests o the Company in connection with or in relation to any equal access scheme or schemes.

Under the Companies Act, an equal access scheme must satisy all the ollowing conditions:

(i) oers or the purchase or acquisition o Shares shall be made to every person who holds Shares to purchaseor acquire the same percentage o their Shares;

(ii) all o those persons shall be given a reasonable opportunity to accept the oers made; and

(iii) the terms o all the oers shall be the same, except that there shall be disregarded:

(a) dierences in consideration attributable to the act that oers may relate to Shares with dierentaccrued dividend entitlements;

(b) i applicable, dierences in consideration attributable to the act that oers relate to Shares withdierent amounts remaining unpaid; and

(c) dierences in the oers introduced solely to ensure that each person is let with a whole numbero Shares.



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In addition, under the Listing Manual, in making an O-Market Purchase, the Company must issue an oerdocument to all Shareholders containing at least the ollowing inormation:

(i) the terms and conditions o the oer;

(ii) the period and procedures or acceptances;

(iii) the reasons or the proposed share buyback;

(iv) the consequences, i any, o the share buyback by the Company, that will arise under the Take-over Codeor other applicable take-over rules;

(v) whether the share buyback, i made, would have any eect on the listing o the Shares on the SGX-ST; and

(vi) details o any share buyback made by the Company in the previous twelve (12) months (whether On-Market Purchases or O-Market Purchases), giving the total number o Shares purchased, the purchaseprice per Share or the highest and lowest prices paid or the purchases, where relevant, and the totalconsideration paid or the purchases.

3.4 Maximum Purchase Price

The purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax, clearanceees and other related expenses) to be paid or the Shares shall be determined by the Directors and shall not exceedthe maximum price as set out below ( Maximum Price):

(i) in the case o an On-Market Purchase, 105% o the Average Closing Price o the Shares; and

(ii) in the case o an O-Market Purchase pursuant to an equal access scheme, 110% o the AverageClosing Price o the Shares.

For the above purposes, the average closing market price is defned as:

Average Closing Price means the average o the last dealt prices o a Share or the last fve (5) Market Days onwhich the Shares are transacted on the SGX-ST immediately preceding the date o the On-Market Purchase (asdefned in paragraph 3.3) by the Company or, as the case may be, the date o making o the oer pursuant to theO-Market Purchase (as defned in paragraph 3.3), and deemed to be adjusted in accordance with the ListingManual, or any corporate action which occurs ater the relevant fve (5) day period; and

date o making o the oer means the date on which the Company makes an oer or the purchase or acquisitiono Shares rom holders o Shares, stating therein the relevant terms o the equal access scheme or eecting theO-Market Purchase.

4. STATUS OF PURCHASED SHARES

Any Share, unless held by the Company in treasury, is deemed cancelled immediately upon purchase and allrights and privileges attached to that Share will expire on cancellation. All cancelled Shares will be automaticallydelisted by SGX-ST, and (where applicable) all certifcates in respect thereo will be cancelled and destroyed bythe Company as soon as reasonably practicable ollowing settlement o any such purchase. Accordingly, the totalnumber o issued Shares will be diminished by the number o Shares purchased or acquired which are cancelledand not held as Treasury Shares.

5. TREASURY SHARES

Any Share which is purchased or acquired by the Company may be held or dealt with as Treasury Shares. Some o the provisions on Treasury Shares under the Companies Act are summarised below:



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5.1 Maximum Holdings

The number o Shares held as Treasury Shares cannot at any time exceed ten per cent (10%) o the total number o issued Shares.

5.2 Voting and Other Rights

The Company shall be registered as a member in respect o the Treasury Shares but the Company shall not havethe right to attend or vote at meetings or to receive dividends in respect o such Treasury Shares.

However, the allotment o shares as ully paid bonus shares in respect o Treasury Shares is allowed. Also, asubdivision or consolidation o any Treasury Share into Treasury Shares o a smaller amount is allowed so long asthe total value o the Treasury Shares ater the subdivision or consolidation is the same as beore.

5.3 Disposal and Cancellation

Where Shares are held by the Company as Treasury Shares, the Company may at any time:

(i) sell the Treasury Shares or cash;

(ii) transer the Treasury Shares or the purposes o or pursuant to an employees’ share option or award scheme;

(iii) transer the Treasury Shares as consideration or an acquisition;

(iv) cancel the Treasury Shares; or

(v) sell, transer or use the Treasury Shares or such other purposes as the Minister o Finance may by order prescribe.

6. SOURCE OF FUNDS

Previously, any purchase o Shares could only be made out o the Company’s distributable profts that are available

or payment as dividends. However, the Companies Act, as amended by the Companies Amendment Act, nowpermits the Company to also purchase its own Shares out o capital, as well as rom its distributable profts,provided that:

(i) the Company is able to pay its debts in ull at the time it purchases the Shares and will be able to pay itsdebts as they all due in the nominal course o business in the twelve (12) months immediately ollowingthe date o the payment made or any such purchase; and

(ii) the value o the Company’s assets is not less than the value o its liabilities (including contingent liabilities)and will not, ater the purchase or acquisition o Shares, become less than the value o its liabilities (includingcontingent liabilities), having regard to the most recent fnancial statements o the Company and all othercircumstances that the Directors or managers o the Company know or ought to know aect or may aectsuch values.

The Company intends to use its internal sources o unds to fnance the purchase or acquisition o the Shares. TheDirectors do not propose to exercise the Share Purchase Mandate in a manner and to such extent that it wouldmaterially aect the working capital requirements o the Group.

7. FINANCIAL EFFECTS

The fnancial eects on the Company and the Group arising rom purchases or acquisitions o Shares which maybe made pursuant to the Share Purchase Mandate will depend on, inter alia, the aggregate number o Sharespurchased or acquired, the consideration paid at the relevant time, the amount (i any) borrowed by the Group tound the purchases or acquisitions, whether the Shares are purchased out o capital or profts o the Company and

whether the Shares purchased or acquired are held in treasury or cancelled.



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7.1 Purchase or Acquisition Out o Profts or Capital

Where the consideration paid by the Company or the purchase or acquisition o the Shares is made out o profts,such consideration (excluding brokerage, stamp duties, commission, applicable goods and services tax, clearanceees and other related expenses) will correspondingly reduce the amount available or the distribution o cashdividends by the Company.

Where the consideration paid by the Company or the purchase or acquisition o the Shares is made out o capital,the amount available or distribution o cash dividends by the Company will not be reduced.

7.2 Maximum Price Paid or Purchase o Shares as at the Latest Practicable Date

Assuming that at the Latest Practicable Date, the Company purchased or acquired the maximum o 23,394,103Shares at the Maximum Price, the maximum amount o unds required (excluding brokerage, stamp duties,commission, applicable goods and services tax, clearance ees and other related expenses) would be:

(i) in the case o an On-Market Purchase o the Shares, approximately S$17,077,695 based on S$0.73 oreach Share (being the price equivalent to fve per cent (5%) above the Average Closing Price o theShares); and

(ii) in the case o an O-Market Purchase o the Shares, approximately S$17,896,489 based on S$0.765or each Share (being the price equivalent to ten per cent (10%) above the Average Closing Price o the Shares).

7.3 Whether the Shares are Cancelled or Held in Treasury

In the case where the Company chooses not to hold the purchased Shares in treasury, such Shares shall be cancelledand the Company shall:

(i) reduce the amount o its share capital where the Shares were purchased or acquired out o the capital o the Company;

(ii) reduce the amount o its profts where the Shares were purchased or acquired out o the profts o theCompany; or

(iii) reduce the amount o its share capital and profts proportionately where the Shares were purchased or acquiredout o both the capital and profts o the Company,

by the total amount o the purchase price paid by the Company or the Shares cancelled.

Where the purchased Shares are held in treasury, the total issued Shares o the Company remains unchanged.

7.4 Proorma Financial Eects

For illustrative purposes only , Table A below lists our possible scenarios o purchases or acquisitions o Shares bythe Company pursuant to the Share Purchase Mandate, based on the ollowing assumptions:

(i) the Share Purchase Mandate had been eective on the Latest Practicable Date and the Company hadacquired or purchased on the Latest Practicable Date the maximum number o Shares at the MaximumPrice as stated in paragraph 7.2 above;

(ii) the Company has 233,941,034 issued and paid-up Shares excluding Treasury Shares as at the LatestPracticable Date, and no additional Shares were issued ater the Latest Practicable Date pursuant to theexercise;



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(iii) the Company has as at 31 December 2009:

(a) issued share capital o approximately S$33,303,000; and

(b) cash and cash equivalents o approximately S$3,020,000; and

(iv) the consideration or the purchase or acquisition o the Shares (excluding brokerage, stamp duties,

commission, applicable goods and services tax, clearance ees and other related expenses) is fnanced byinternal sources o unds,

and based on the audited fnancial statements o the Group or the fnancial year ended 31 December 2009, theeects o the purchase or acquisition o such Shares by the Company on the fnancial position o the Companyand the Group are as ollows:

Table A

Scenario o purchase or acquisition o Shares

The ollowing our possible scenarios in Table A are purchases or acquisitions o Shares by the Company pursuant to theShare Purchase Mandate, with the pro-orma fnancial eects shown in detail in Table B below:

Share PurchaseMaximum Number o Shares to be

Purchased

Scenario Out O Type

Whether heldas

TreasuryShares

or Cancelled

MaximumPrice

per Share (S$)Number o

Shares

EquivalentPercentage oIssued Shares

1(A) Capital Market Held asTreasuryShares

0.730 23,394,103 10%

1(B) Capital Market Cancelled 0.730 23,394,103 10%

1(C) Capital O-Market Held asTreasuryShares

0.765 23,394,103 10%

1(D) Capital O-Market Cancelled 0.765 23,394,103 10%



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Table B

Pro-orma inancial eects on the Group or scenarios o Share purchases or acquisition by the Company outo capital

Per Consolidated Financial

Statements as at31 December 2009

Pro-orma Financial Eects as at31 December 2009 or Scenarios in Table A

1(A) 1(B) 1(C) 1(D)

Share Capital (S$’000) 33,303 33,303 16,225 33,303 15,407

Reserves (S$’000) 27,642 27,642 27,642 27,642 27,642

Minority Interest (S$’000) 5,504 5,504 5,504 5,504 5,504

Treasury Shares (S$’000) (283) (17,361) (283) (18,179) (283)

Total Equity (S$’000) 66,166 49,088 49,088 48,270 48,270

Net Tangible Assets (NTA) (S$’000) 51,565 34,487 34,487 33,669 33,669

Current Assets (S$’000) 94,462 77,384 77,384 76,566 76,566Current Liabilities (S$’000) 97,197 97,197 97,197 97,197 97,197

Number o Shares (1) 233,941,034 210,546,931 210,546,931 210,546,931 210,546,931

Financial Ratios

NTA per Share (cents) 22.04 16.38 16.38 15.99 15.99

Current Ratio (times) 0.97 0.80 0.80 0.79 0.79

Note:

(1) Excluding Shares that are held in treasury or cancelled.

Shareholders should note that the fnancial eects set out above, based on the respective aorementionedassumptions, are or illustration purposes only. In particular, it is important to note that the above analysis isbased on historical audited numbers as at 31 December 2009, save or the number o Shares, which is based onthe number o Shares as at the Latest Practicable Date, and is not necessarily representative o uture fnancialperormance.

7.5 Taxation

Section 10J o the Income Tax Act, Chapter 134 o Singapore, stipulates that when a company purchases oracquires its own shares rom a shareholder using unds other than contributed capital o the company, the paymentby the company shall be deemed to be a dividend paid by the company to the shareholder.

Shareholders who are in doubt as to their respective tax positions or the tax implications o a purchase oracquisition o Shares by the Company or who may be subject to tax whether in or outside Singapore shouldconsult their own proessional advisers.

8. LISTING RULES

8.1 Price o On-Market Purchase

The Listing Manual specifes that a listed company may purchase its shares by way o On-Market Purchases at aprice per share which is not more than fve per cent (5%) above the Average Closing Price. The Maximum Priceor a Share in relation to On-Market Purchases by the Company, reerred to in paragraph 3.4 o this Appendix,

conorms to this restriction.



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8.2 Notifcation to SGX-ST

The Listing Manual specifes that a listed company shall notiy the SGX-ST o all purchases or acquisitions o itsshares no later than 9.00 a.m. (a) in the case o an On-Market Purchase, on the Market Day ollowing the day o purchase or acquisition o any o its shares; and (b) in the case o an O-Market Purchase under an equal accessscheme, on the second Market Day ater the close o acceptances o the oer. The notifcation o such purchaseor acquisition o shares to the SGX-ST shall be in such orm and shall include such details that the SGX-ST may

prescribe, such as details o the total number o shares purchased, the purchase price per share or the highest andlowest prices paid or such shares, as applicable.

8.3 Insider Trading

While the Listing Manual does not expressly prohibit the purchase o shares by a listed company during anyparticular time or times, because the listed company would be considered an “insider” in relation to any purchaseo its shares, the Company will not purchase or acquire any Shares pursuant to the Share Purchase Mandate ater aprice sensitive development has occurred or has been the subject o a consideration and/or a decision o the Boarduntil such time as the price sensitive inormation has been publicly announced. In particular, in line with theListing Manual on securities dealings issued by the SGX-ST, the Company will not purchase or acquire any Sharesduring the period commencing two (2) weeks and one (1) month immediately preceding the announcement o the Company’s quarterly and ull year results respectively.

8.4 Listing Status

The Listing Manual requires a listed company to ensure that at least ten per cent (10%) o the total number o issued Shares excluding Treasury Shares (excluding preerence shares and convertible equity securities) in a classthat is listed is at all times held by public shareholders. The “public”, as defned under the Listing Manual, arepersons other than the directors, chie executive ofcer, substantial shareholders or controlling shareholders o thecompany and its subsidiaries, as well as associates o such persons.

As at the Latest Practicable Date, there are approximately 73,020,689 Shares in the hands o 1,091 publicShareholders, representing 31.21% o the issued share capital o the Company excluding Treasury Shares. Assumingthat the Company were to purchase its Shares rom public Shareholders through an On-Market Purchase up

to the ull ten per cent (10%) limit excluding Treasury Shares pursuant to the Share Purchase Mandate andthen cancelling them, the number o Shares in the hands o the public would be reduced to 49,626,586 Shares,representing 23.57% o the reduced issued share capital o the Company excluding Treasury Shares.

Accordingly, the Company is o the view that there is a sufcient number o Shares in issue held by publicShareholders which would permit the Company to undertake purchases or acquisitions o its Shares through On-Market Purchases up to the ull ten per cent (10%) limit excluding Treasury Shares pursuant to the proposed SharePurchase Mandate without aecting the listing status o the Shares on the SGX-ST.

In undertaking any purchases o its Shares, the Directors will use their best eorts to ensure that, not withstandingsuch purchases, a sufcient oat in the hands o the public will be maintained so that purchases or acquisitionso the Shares will not adversely aect the listing status o the Shares on the SGX-ST, cause market illiquidity oradversely aect the orderly trading o the Shares.



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9. TAKE-OVER IMPLICATIONS

The take-over implications arising rom any purchase or acquisition by the Company o its Shares are set outbelow:

9.1 Obligation to Make a Take-over Oer

I, as a result o any purchase or acquisition by the Company o its Shares, a Shareholder’s proportionate interestin the voting capital o the Company increases, such increase will be treated as an acquisition or the purposes o Rule 14 o the Take-over Code (Rule 14). Under Rule 14, a Shareholder and persons acting in concert with theShareholder will incur an obligation to make a mandatory take-over oer i, inter alia, he and the persons acting inconcert with him increase their voting rights in the Company to thirty per cent (30%) or more or, i they, togetherholding between thirty per cent (30%) and fty per cent (50%) o the Company’s voting rights, increase theirvoting rights in the Company by more than one per cent (1%) in any period o six (6) months.

9.2 Persons Acting in Concert

Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to anagreement or understanding (whether ormal or inormal) co-operate, through the acquisition by any o them o shares in a company to obtain or consolidate eective control o that company. Unless the contrary is established,

the ollowing persons will be presumed to be acting in concert:

(i) a company with any o its directors (together with their close relatives, related trusts as well as companiescontrolled by any o the directors, their close relatives and related trusts);

(ii) a company, its parent, subsidiaries and ellow subsidiaries, and their associated companies and companies o which such companies are associated companies, all with each other; and

(iii) an individual with his close relatives, related trusts and any person who is accustomed to act in accordancewith his instructions and companies controlled by these persons, all with each other.

For this purpose, ownership or control o at least twenty per cent (20%) but not more than fty per cent (50%) o

the voting rights o a company will be regarded as the test o associated company status.

Consequently, a director and persons acting in concert (as such term is defned in the Take-over Code) withhim could, depending on the level o increase in his or their interest in the company, become obliged to make amandatory oer in accordance with Rule 14 as a result o the company’s purchase or acquisition o its shares.

9.3 Eect o Rule 14 and Appendix 2 o the Take-over Code

Appendix 2 o the Take-over Code contains the Share Buy-back Guidelines Note. In general terms, the eect o Rule 14 and Appendix 2 is that, unless exempted, directors o the company and persons acting in concert withthem will incur an obligation to make a take-over oer under Rule 14:

(i) i as a result o the company purchasing or acquiring its shares, the voting rights o such directors and theirconcert parties would increase to thirty per cent (30%) or more; or

(ii) in the case o the voting rights o such directors and their concert parties alling between thirty per cent(30%) and fty per cent (50%) o the company’s voting rights, such voting rights would increase by morethan one per cent (1%) in any period o six (6) months. In calculating the percentage o voting rights o such directors and their concert parties, Treasury Shares shall be excluded.

As at the Latest Practicable Date, George Quek Meng Tong and Katherine Lee Lih Leng each hold 79,590,384and 43,550,850 Shares respectively, representing approximately 34.02% and 18.62% o the total issued sharecapital excluding Treasury Shares respectively. In aggregate, they hold 123,141,234 Shares representingapproximately 52.64% shareholding interest in the Company.



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Based on the direct holdings o Shares o George Quek Meng Tong and Katherine Lee Lih Leng as at the LatestPracticable Date, and assuming that:

(i) there is no change in their direct holdings o Shares between the Latest Practicable Date and the date o the Annual General Meeting; and

(ii) George Quek Meng Tong and Katherine Lee Lih Leng do not sell or otherwise dispose o their Shares,

their respective holdings o Shares as at the date o the Annual General Meeting and ater the purchase by theCompany o ten per cent (10%) o the Shares excluding Treasury Shares pursuant to the Share Purchase Mandate,where they are deemed cancelled, are as ollows:

Beore Share Purchase(as at date o Annual General

Meeting)

Ater Share Purchase

Shares % Shares %

George Quek Meng Tong 79,590,384 34.02 79,590,384 37.80

Katherine Lee Lih Leng 43,550,850 18.62 43,550,850 20.68

Total shareholding 123,141,234 52.64 123,141,234 58.48

Thereore, as at the Latest Practicable Date, George Quek Meng Tong and Katherine Lee Lih Leng have a combinedshareholding interest o approximately 52.64% in the Company and would not be obliged to make a general oerunder Rule 14 and Appendix 2 o the Take-over Code to other Shareholders due to the Share Purchase Mandate.The Directors are not aware o any Shareholder and/or potential Shareholder(s) who may have to make a generaloer to the other Shareholders as a result o a purchase o Shares by the Company pursuant to this proposed SharePurchase Mandate.

Shareholders who are in doubt as to their obligations, i any, to make a mandatory general oer under theTake-over Code as a result o purchases or acquisitions o Shares by the Company are advised to consult theirproessional advisers and/or the Securities Industry Council and/or other relevant authorities at the earliestopportunity.

10. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the interests o Directors and substantial shareholders in Shares (as recordedin the Company’s register o interests o Directors and register o substantial shareholders respectively) are asollows:

Directors Number o Shares Number o Shares

comprised in outstandingshare options(2) / awardsDirect Interest %(1) Deemed Interest %(1)

George QuekMeng Tong(a)

79,590,384 34.02 43,550,850 18.62 82,000(3)

Katherine LeeLih Leng(b)

43,550,850 18.62 79,590,384 34.02 55,000(4)

Chen Kuo Hua 9,539,100 4.08 – – 83,000(5)

Ong Kian Min 100,000 0.04 – – –

Chan Soo Sen – – – – –



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Notes:

(1) The percentage is calculated based on the total issued and paid-up share capital o 233,941,034 Shares(being the total number o Shares excluding 970,000 Treasury Shares) as at the Latest Practicable Date.

(2) As at the Latest Practicable Date, there is no outstanding option issued.

(3) The 82,000 Shares comprise conditional awards granted to George Quek Meng Tong pursuant to theBreadTalk Restricted Share Grant Plan (RSG) vesting over a period o three (3) years. The total numbero Shares to be fnally awarded will be based on the achievement o predetermined perormance conditionsduring the perormance period.

(4) The 55,000 Shares comprise conditional awards granted to Katherine Lee Lih Leng pursuant to the RSGvesting over a period o three (3) years. The total number o Shares to be fnally awarded will be based onthe achievement o predetermined perormance conditions during the perormance period.

(5) The 83,000 Shares comprise conditional awards granted to Chen Kuo Hua pursuant to the RSG vestingover a period o three (3) years. The total number o Shares to be fnally awarded will be based on theachievement o predetermined perormance conditions during the perormance period.

Substantial Shareholders Direct Interest Deemed Interest

Shares % Shares %

George Quek Meng Tong(a) 79,590,384 34.02 43,550,850 18.62

Katherine Lee Lih Leng(b) 43,550,850 18.62 79,590,384 34.02

Keywise Capital Management(HK) Ltd(c)

– – 25,626,000(c) 10.95

Fang Zheng(d) – – 25,626,000(d) 10.95

Notes:

(a) George Quek Meng Tong is deemed interested in the Shares held by his wie, Katherine Lee Lih Leng.

(b) Katherine Lee Lih Leng is deemed interested in the Shares held by her husband, George Quek MengTong.

(c) Keywise Capital Management (HK) Ltd, as the und manager, is deemed interested in these shares held byKeywise Greater China Master Fund, Keywise Greater China Opportunities Master Fund and Keywise AsiaMaster Fund.

(d) Fang Zheng is deemed interested in these shares by virtue o being the sole shareholder o KeywiseCapital Management (HK) Ltd.

Save as disclosed, none o the Directors or substantial shareholders o the Company has any interest, direct orindirect in the Shares o the Company.



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11. SHARES PURCHASED BY THE COMPANY

In the last twelve (12) months preceding the date o this Appendix, the Company had made On-Market Purchaseso its Shares pursuant to the Share Purchase Mandate, details o which are set out below:

Date o Purchase Total Number o SharesPurchased

Price Paid or each o theShares Purchased

S$

Total Consideration Paid orthe Shares Purchased (1)

S$’000

23 March 2009 150,000 0.2900 44

24 March 2009 289,000 0.2899 84

25 March 2009 250,000 0.2924 73

26 March 2009 81,000 0.2900 24

27 March 2009 200,000 0.2900 58

Total 970,000

Notes:

(1) Includes applicable brokerage and clearing ees

The 970,000 Shares purchased pursuant to the Share Purchase Mandate are held as Treasury Shares.

12. DIRECTORS’ RECOMMENDATION

By reason o their respective controlling interests in the Shares, George Quek Meng Tong and Katherine Lee LihLeng shall abstain rom making any recommendation in respect o the Share Purchase Mandate. For the reasonsset out in paragraph 2 above (save or those who are abstaining rom making recommendations as set out inthis paragraph 12) the Directors are o the opinion that the Share Purchase Mandate to purchase Shares by theCompany is in the interest o the Company and accordingly recommend that Shareholders vote in avour o theresolution relating to this matter to be proposed at the Annual General Meeting as set out in the Notice o Annual

General Meeting in page 129 o this Annual Report.

13. INSPECTION OF DOCUMENTS

Copies o the ollowing documents are available or inspection at the registered ofce o the Company at 171Kampong Ampat, #05-05 KA FoodLink, Singapore 368330 during normal business hours rom the date o thisAppendix up to the date o the orthcoming Annual General Meeting to be held on 27 April 2010 at 9.30 a.m.:

(i) the Memorandum and Articles o Association o the Company; and

(ii) the audited consolidated accounts o the Company or the fnancial year ended 31 December 2009.



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14. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors (including those who have delegated detailed supervision o this Appendix) collectively andindividually accept ull responsibility or the accuracy o the inormation given in this Appendix and confrmthat, ater having made all reasonable enquiries and to the best o their knowledge and belie, the acts stated andopinions expressed in this Appendix are air and accurate in all material respects as at the date o this Appendixand there is no material act the omission o which would make any statement in this Appendix misleading in any

material respect.

Where inormation has been extracted rom publicly available sources, the sole responsibility o the Directors hasbeen to ensure that such inormation has been correctly extracted.

Yours aithullyFor and on behal o the Board o Directors

George Quek Meng TongChairman



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breadtalk ar'09 appendix

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