Ar 2014

COACTION
At Noble, we understand that an organisation is more

than the sum of its parts. An organisation is a
community of people working and acting together.
Within this community and outside it, we build deep,
lasting relationships with the customers, partners and
economies we serve.
Noble is built on a few simple ideas. We move essential
materials across the world. We make it our business
to understand our customers, to anticipate where their
needs will be in the future. In order to grow, and in
order to have the flexibility to grow, we manage our
finances conservatively. Having money in hand gives
us independence of action. It lets us govern our evolution,
and our future effectively.
We believe in coaction. In mutually productive
relationships. In entrepreneurs and go-getters. When
it comes to business, numbers are imperative, but
people believing in an idea, acting together, and
building something that outlasts the competition,
that makes all the difference.
THIS REPORT PROVIDES AN UPDATE ON NOBLE GROUPS

OPERATIONS AND PERFORMANCE FOR THE YEAR
ENDED 31 DECEMBER 2014
OUR VISION IS
TO BE THE BEST
COMPANY IN THE
WORLD AT MOVING
THE PHYSICAL
COMMODITY FROM
THE PRODUCER
TO THE CONSUMER
AND MANAGING
THE ASSOCIATED
MARKET, CREDIT AND
OPERATIONAL RISK.
NOBLE ANNUAL REPORT 2O14
TABLE OF CONTENTS
COACTION
006 Chairmans Message
008 CEOs Message
THE YEAR IN REVIEW

012 Financial Highlights
014 Energy
016 Metals, Minerals and Ores
018 Agriculture
THE IDEAS THAT DRIVE OUR BUSINESS

022 Partnerships
024 Customers
026 Risk and Finance
028 People
030 Responsibility
THE TEAM
034 Board of Directors
038 Management Committee
THE FINANCIALS
046
048
062
064
065
066
067
070
072
073
074
152
Corporate Governance
Report of the Directors
Financial Summary
Independent Auditors Report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Statement of Financial Position
Notes to Financial Statements
Shareholding and Capital Securities Statistics
CHAIRMANS MESSAGE
Far more important than

any of the specific 2014
metrics, is the fact that
we go into 2015 having
built out core growth
partnerships across
Agriculture, Energy and
Metals, Minerals and
Ores with partners of the
highest calibre. These
relationships renew our
focus on being a
best-in-class supply
chain manager.
The Board of Directors of Noble

Group Limited is pleased to
By this yardstick, 2014 was
of everyone involved in what

was a very complex transaction,
present the audited consolidated
a truly remarkable year for the
completed three months ahead of
financial results for the year ended
Group. I believe it was our best
initial expectations.
31 December 2014 together with
ever and our prospects have never
corresponding results for the
been better.
year 2013.
Not only did we generate near
At a practical level, the

proceeds of the sale of the equity
stake and the repayment of our
After over fifty years in
record operating profits, in market
inter-company funding saw a
business, I still dont know what
conditions that were more akin to
cash inflow of over US$3 billion
the secret of business is. I do
surfing Devils Point in Tasmania,
to the Group. This transaction has
know, however, that just like us
rather than mellow Waikiki, we
transformed our balance sheet
humans, companies have their own
also saw substantial growth in
and our net gearing is now at
purpose, independent of external
our volumes, investments in new
record lows.
factors. They exist as independent
businesses and new people, and in
entities that work to learn and
the build-out of our franchises.
develop and advance themselves,

for themselves.
Over time, Ive come to realise
While that in itself was an

exceptional result, far more
important than any of the specific
We continue to maintain strong

levels of liquidity because we want
to see the company flourish and
become truly great.
The first step towards
that in order to run a successful
2014 metrics, is the fact that we
achieving this aspiration is that
company, decisions have to be
go into 2015 having built out
we have to be as self-sufficient
made that are not for the short,
core growth partnerships across
as possible. We must control our
the medium or even the long
Agriculture, Energy and Metals,
destiny and take the company
term. Day in and day out, decisions
Minerals and Ores with partners
where we think it should go, and be
have to be made at Noble because
of the highest calibre. These
certain that we can get there.
they equip us to adapt and thrive
relationships renew our focus on
in an environment that changes
being a best-in-class supply
to have, industry-leading access to
dramatically and repeatedly over
chain manager.
banking lines because of the very
the course of the quarter, the year
Whilst all of our relationships
Noble has, and will continue
fact that we have industry-leading
and in the longer-term. This is vital
are at the core of our growth, the
levels of cash and a long track
if we are to ensure that we dont
successful conclusion of the sale
record with our financing partners.
lose out when the first bad winter
of 51 percent of Noble Agri to the
I am sure that having so much
comes. So, when we look at how we
COFCO-led consortium was the
cash is the wrong capital structure
are doing, we almost certainly need
defining event of 2014, both for the
according to the airport bookshop,
to judge it in the context of the
global agricultural landscape but
but the now famous Shell study
broader themes we are trying
also clearly for Noble.
that sought to identify the common
to exploit.
All of us at Noble are, first
I would like to take this

opportunity on behalf of the Board
qualities of long-lived companies

found similarities:
and foremost, custodians of the
to thank everyone at COFCO
company and it is our job to ensure
and my colleagues at Noble for
risk their capital gratuitously. They
that the company is passed on to
their vision, dedication and sheer
understand the meaning of money
the next generation in better shape
determination in getting this
in an old-fashioned way; they know
than when we came on board.
landmark deal completed.
the usefulness of having spare
And this is what we have been

doing every twelve months for the
6
last couple of decades and more.
This would not have been

possible without the full support
They are frugal and do not
cash in the kitty. Having money

in hand gives them flexibility and
independence of action.
I feel like I am wearing my old
cardigan by a log fire every time I
read this. This is our style and we
feel at home.
However, this is not the same
as saying that the company will
grow if it hoards cash. In fact, I
believe that we are now well set
for the future as we have a very
well capitalised balance sheet.
Consequently, and in the light of
our muted capital expenditure
outlook, given our asset-light
model, the Board believes
that Noble can now pursue a
progressive dividend policy and
will recommend a dividend payout
ratio of 35 percent for the fiscal
year ended December 2014, an
increase of 10 percent over our
usual 25 percent payout ratio.
We will look to improve this as
time goes by and our financial
position allows.
In closing, I would like to
express our sincere thanks to our
shareholders, our customers, our
suppliers, all of our banks, and all
others with whom we work with.
I would like to say a special thank
you to our staff for their support,
tenacity and focus in executing
our vision.
Richard Samuel Elman

Chairman & Founder
CEOS MESSAGE
within the new vehicle, which is the

first truly globally capable entrant
to the world grains and oilseeds
markets for many, many decades.
Similarly, our relationship
with Harbour Energy, which we
also formalised in 2014, marks the
arrival of a new corporate vehicle
capable of exploiting the latest
changes in both the new pricing
structure and originations in the
energy business, as shale liquids and
shale gas impact global markets.
These two relationships join
our existing partnership with X2
Resources, which has just recently
announced that it successfully
raised US$5.6 billion in both
committed and contingent equity
capital. All three of our core
origination partners have worldclass capabilities and management
and two are entirely free of legacy
assets, at a time when we are
Wherever we are, in
new geographies or
old, there is always a
real recognition from
the people around the
meeting table that
everyones success will
be mutually reinforcing,
with each and everyone
benefitting from the
success of the others.
We can look back on 2014 with
and despite the fact that net profit,
nearer to the bottom of the cycle
particular satisfaction, having
largely after a number of asset
than the top.
reported near record income from
impairments, fell year on year,
Our focus within Noble has
operating supply chains, record
we believe that our underlying
also been further sharpened by
levels of tonnage throughput from
operating performance was
the fact that Noble Agri is an
our Energy and MMO platforms
particularly encouraging.
associated company, rather than
and the completion of a couple of

landmark transactions.
a subsidiary, and this has enabled
real progress in implementing our
us to directly manage resources
asset-light strategy, with the Noble
and day-to-day responsibilities at
significant growth in the
Agri transaction and the cash
Noble itself.
capabilities of many of our
inflow in excess of US$3 billion,
businesses, particularly our
proving transformational.
Indeed, 2014 saw very
Oil Liquids and Gas and Power
Noble Agri serves as COFCOs
On the back of the Noble Agri

transaction, our directly employed
staff fell by over 11,000 to 1,900,
businesses, especially in North
principal origination platform,
the number of offices has more than
America. We should also note the
feeding into its core role in
halved, to 60, and the number of
growth of the Metals businesses
supplying a very significant
our assets has fallen by almost two
which managed to expand their
segment of the Chinese domestic
thirds.We are obviously delighted
product and geographic reach,
agricultural consumer market.We
to be co-investing and working
exceeding an already ambitious plan.
have already made significant
alongside such partners. But, of
strides in marrying the strengths
course, in order to align ourselves
of both ourselves and COFCO
with these partners growth, we
Record operating profits were

seen in a number of our businesses,
8
We also continued to make
have had to continue our own drive
underpinned by a deepening of our
to grow and improve.
franchise with more businesses
we can now look forward with a
contributing strongly, the majority
high degree of confidence as we
with colleagues, seeing customers
of which are also broadening
bring our entire focus to bear on
who are the consumers and
their influence.
executing upon the opportunities
As I travel around the world
producers of the commodities we
Whatever happens to markets
Having built a very solid base
that we have engineered for
handle, my conviction continues
and the global economy, we will
ourselves. We are the first to judge
to grow that we are positioned
continue to build out this model,
ourselves by the one criterion that
correctly to exploit the array of
relying largely on contractual
matters our results and I have
opportunities that lie before us.
relationships to source and deliver
every confidence that these will
supply, instead of owning a large
start to reflect the underlying value
production base.
of our franchise as we move into
Following extensive research

and analysis of the most important
market opportunities globally,
Our asset-light approach allows
we are continuing to bring our
us to focus our expertise and skills
customer focus to new markets and
to the most relevant flows today,
new regions.
without restricting us from being
Wherever we are, in new

geographies or old, in a meeting
involving one of our newer
the second half of the decade.
opportunistic in how we react to

new marketstomorrow.
Some of the initiatives that we
business lines or one of our most
are making in the customer area
established, there is always
have already been generating their
a real recognition from the
initial flows. For instance, in the
Yusuf Alireza
people around the meeting table
last quarter of 2014, we delivered
Chief Executive Officer
that everyones success will be
our first LNG cargo to Japan, while
mutually reinforcing, with each
we had previously just gained a
and everyone benefitting from
major supply contract for Ecuador,
the success of the others. The
by helping them raise money in the
business leadership, which is
capital markets.
supported by a strong core of risk,
While I have just mentioned
finance, IT, human resources and
one or two specific initiatives, it is
capital markets expertise, has set
near impossible to reflect how the
ambitious three year targets
true scope of our capabilities and
that look to achieve strong growth
reach have been transformed in the
right through the budget cycle.
last couple of years. That this has
There can be many different
been attempted, let alone achieved,
explanations for this encouraging
during one the most prolonged
growth, but first and foremost, and
downturns in commodity markets
the only real driver for us, must be
in recent decades is testament to
that we are increasingly meeting
the quality and vision of the
our customers demands.
team that we have at Noble. To
This customer approach is
have successfully navigated against
at the centre of our business
these headwinds is an achievement
model which is the reason
in itself, but to actually be entering
why we reported encouraging
2015 in better shape than ever,
core operating profits in 2014,
is remarkable.
THE YEAR IN REVIEW
10
Layers of know-how as a physical

merchant, hands-on operational
expertise and a long-term perspective
ensure that Noble is well-positioned
to take advantage of major shifts in
the business and the global economy.
We continuously move our business
towards higher value, high growth
markets and opportunities. This
section provides an overview of our
2014 performance, together with
commentary on business units and
priorities as we move forward.
11
FINANCIAL HIGHLIGHTS
REVENUE
2012
215*
224
2011
184
187*
220
82,383*
56,696
Headline net profit of

US$132 million
85,816*
MILLION TONNES
80,732
Investments in Energy
and MMO segments gain
momentum
Impairments, write-offs and

provisions totaling US$438
million
TONNAGE
US$ MILLION
94,045
Group tonnage of 215 million

tonnes*
Stable operating income from

supply chains of US$1.5 billion
US$17 billion total committed
and uncommitted bank facilities
Liquidity headroom of US$5.1
billion
2012
2013
2014
NET ASSETS
2013
2014
BOOK NAV/SHARE
5,064
2012
2013
2014
2012
2013
0.66
0.71
4,431
5,167
US$
5,158
US$ MILLION
5,290
2010
0.75
2011
0.78
Dividend payout ratio of

35 percent
2010
0.79
Year-end gearing at a record

low of 38 percent
2010
2011
2010
2011
2014
* Excluding Agriculture segment
12
2014
US$ MILLION
2013
US$ MILLION
(RESTATED)
CONTINUING OPERATIONS
REVENUE
85,816
82,383
OPERATING INCOME FROM SUPPLY CHAINS (1)
1,491
1,584
SHARE OF PROFITS AND LOSSES OF

JOINT VENTURES AND ASSOCIATES
[178]
[107]
PROFIT BEFORE TAX FROM

278
760
TAXATION
[36]
[40]
PROFIT FOR THE YEAR FROM

242
720
NET LOSS FOR THE YEAR FROM AGRICULTURAL

DISCONTINUED OPERATIONS (2)
[109]
[482]
EQUITY HOLDERS OF THE PARENT
132
243
NON-CONTROLLING INTERESTS
[5]
BASIC EARNINGS PER SHARE (US$)
0.0160
0.0340
DILUTED EARNINGS PER SHARE (US$)
0.0158
0.0337
NET ASSETS
5,064 (AS AT 31 DECEMBER 2014)
5,167 (AS AT 31 DECEMBER 2013)
PROFIT FOR THE YEAR ATTRIBUTABLE TO:
Operating income from supply chains was US$1.6 billion in 2014, after adjustments for the cost of placing Territory Resources onto care and maintenance.
2014 figures represent results for the 9 months to 30 September 2014 while 2013 figures reflect full year results.
NALs results for the 3 months ended 31 December 2014 is reflected in the share of losses of associates.
(1)
(2)
13
ENERGY
MILLION TONNES
161.8
OPERATING INCOME
FROM SUPPLY CHAINS
TONNAGE*
US$ MILLION
72,644
15%
REVENUE
65,165
TONNAGE*
140.3
1,347
US$ MILLION
*Excluding Gas &

Power Volume
2013
Record growth in energy

volumes as our underlying
supply chain activities
gain momentum and the
investments in our people
and customers start to
make an impact.
2014
Our Energy businesses made

significant strides in terms
of performance and market
penetration in 2014. A record
performance in our US-based
Oil Liquids and Gas and Power
businesses and successful
execution of a customer-driven
strategy by Noble Americas Energy
Solutions (NAES) propelled growth
in the segment. As asset-light, cash
generating operations, our Energy
businesses are well positioned
to exploit short-term market
opportunities and are staffed and
equipped to grow substantially in
the future.
2013
2014
Energy Solutions
Gas and Power
One of the top energy distributors
Nobles firm foothold in markets
in the US, San Diego-based NAES
and supply chain capabilities,
continues to build on its record
coupled with the impact of our
of uninterrupted growth. Falling
investments in previous years,
energy prices in the last quarter
drove strong growth in our North
and a strong US economy provided
American Gas and Power business.
the business with opportunities
Our investment in dry gas shale
to extend existing contracts and
producer Inflection Energy saw a
capture new ones. In 2014, NAES
solid performance in 2014.
refined its services and launched
our business to target niche
to create additional value for
markets in Southern and Eastern
its diverse client base. We are
Europe where we believe we have
exploring possibilities to leverage
a competitive advantage. Noble
NAES expertise alongside other
also re-entered the global LNG
business lines within Noble.
business in Q4 2014 with a focus
Moving into 2015, we anticipate
on providing tailor-made solutions
a rise in demand for power
for our customers in this rapidly
management services shaped by
evolving segment.
changing dynamics in the power

supply market.
14
In Europe, we are refocusing
a new tiered service package
Energy Coal and
Oil Liquids
50 percent of Ecuadors gasoline
Carbon Complex
2014 saw a strong performance
and diesel import requirements,
A continued decline in the market
from Oil Liquids, a reflection
illustrates our ability to provide
impacted our performance in
of the significant additional
novel customer-focused financial
the segment. In global seaborne
resources committed to building
solutions. This transaction has
trade, however, we saw volumes
the franchise. The business
unlocked opportunities for us to
increasing year-on-year as we
has successfully captured
secure long-term physical flows
continued to establish new
opportunities resulting from the
in the region. Looking ahead, our
partners and deepen existing
structural changes in the industry
focus is to grow our business in
relationships across logistics,
and new contracts position us as
Latin America and Asia.
marketing and supply activities in
the largest gasoline blender in
a host of markets. We believe that
North America.
the business is well positioned to
A landmark transaction
benefit from the growth that we are
with Petroecuador, through
seeing in India. Volumes also grew
which we were able to provide
in our seaborne Coking Coal and
an innovative financial solution,
Coke businesses which exhibited
while securing a long-term
good profits.
supply contract to provide up to
15
METALS, MINERALS & ORES [MMO]
TONNAGE
US$ MILLION
MILLION TONNES
53.2
46.8
14%
REVENUE
17,218
TONNAGE
13,172
OPERATING INCOME
FROM SUPPLY CHAINS
144
US$ MILLION
2013
Our goal is to be
the leading global
independent marketer of
choice for metals, backed
by a disciplined approach
to customer service
and industry-leading
market intelligence, risk
management and
logistics expertise.
2014
2014
Metals
Nobles acquisition of Alcoas
partners in copper, zinc and
The Group has been successful
stake in Jamalco, a joint venture
nickel and build out our long term
in diversifying its product base
in alumina production and
supply chain business. We are
in the segment over the last few
bauxite mining with the Jamaican
focused on leveraging our market
years. Our income stream in non-
government, is pivotal to the
intelligence and risk management
ferrous metals now comprises
growth of our alumina business.
acumen to bring our supply chain
zinc, copper, tin and bauxite, with
The deal has already generated
management expertise to a wider
operations spanning a wide range
additional upstream smelter
global customer base. This is only
of geographies. 2014 saw a record
transactions. Alcoa will continue
possible with a keen focus on
contribution from these businesses
as the managing operator for three
customer service and supported by
as we expanded our reach into
years under a compensated service
reliable logistics.
North America and Africa, amongst
agreement. The partnership gives
other markets. Strong consumer
us a key stake in the early stages of
platform opportunities as we
demand continued to drive
the supply chain and is consistent
strengthen existing relationships
volumes, particularly in aluminium
with Nobles strategy to secure
and build out the customer
and zinc in our key markets.
supply for customers while working
franchise in the segment.
Pricing and structure in these
with best-in-class operators.
markets were much more benign
16
2013
Market conditions in
than in the bulk markets during the
2015 present us with ample
course of the year.
opportunities to identify new
We look to exploit cross-
Iron Ore & Special Ores
improve given the impairments and
Trading margins continued to be
provisions taken in the period.
impacted by the challenging price
Our relationships with Chinese
environment in iron ore. This is
mills have allowed our logistics
reflected in the operational costs
business to develop long-term
charged against FY2014 operating
transportation agreements, moving
income from supply chains as we
away from the cargo by cargo
downsized our activity in Territory
logistics model which bodes well
Resources and placed it under
for our ability to continue to deepen
care and maintenance. We expect
and broaden our franchise.
our volumes to return to more

normalised levels on the back of
new origination and strong longterm partnerships with Chinese
steel mills, and performance to
17
AGRICULTURE
Nobles origination
and supply chain
management expertise
coupled with COFCOs
privileged access to one
of the worlds largest and
fastest-growing market for
agricultural commodities
affords Noble Agri an
extraordinary perspective
in the global market for
agricultural trade.
Accessing key markets
billion reduction in fixed assets
Sugar
At the end of September 2014 we
and working capital and no
Noble Agri results were impacted
successfully launched Noble Agri,
obvious long-term balance sheet
by the continued oversupply in
an agri-business joint venture
capital expenditures. Noble Group
sugar markets with pricing under
supported by Noble (49 percent)
employee headcount has scaled
almost constant pressure. Difficult
and an investment consortium
down by 85 percent to 1,900. We
weather conditions affected the
led by Chinas leading supplier of
now operate out of 60 offices, in
sugar content in harvested cane
agricultural products and services,
comparison to 135 in 2013, with
resulting in low utilisation rates
COFCO, Hopu Investment,
90 percent of our people
and lower than expected crush
Temasek, IFC and Standard
concentrated in key offices around
volumes. Shortage of rain was
Chartered Private Equity.
the world.
Agriculture, by its very nature,
once again a cause of concern and

the extremely difficult operating
was one of our most asset-heavy
transaction to our colleagues
businesses and the partnership
at COFCO whose drive and
closures. However, changes in the
succeeded in meeting all the
dedication was a key factor in
tax regime in Brazil are expected
strategic and operational goals
a successful closing. In early
to benefit the sale of ethanol and
of all the parties involved in this
December 2014, we paid out a
boost demand in 2015.
industry changing transaction. The
special dividend of US$0.03 per
environment has caused mill
final agreed cash consideration for
share to reward shareholders for
Grains & Oilseeds
the 51 percent stake in Noble Agri,
their loyalty and support in recent
Crush margins in China recovered
based on FY2014 results for Noble
times and to return some capital
in the fourth quarter of 2014 with
Agri, was US$1.46 billion.
from the sale of Noble Agri.
improvements in demand
As the principal origination
We continue to work very
accompanied by the exit of
arm for COFCO, Noble Agri has
closely with COFCO and the
financial players from the market.
unparalleled access to one of
Noble Agri team to achieve full
However, performance was
the worlds largest and fastest-
separation of the business and
impacted by the sharp rally
growing markets for agricultural
are providing Noble Agri with
in prices at variance with a
commodities. Combining Noble
transitional services to assist
fundamentally oversupplied
Groups access to low cost
them in establishing financial,
market. The crushing plant in
origination centres and supply
operational, IT and legal
Argentina continued to generate
chain management expertise with
independence. Although Noble
healthy margins in 2014, with
COFCOs foundations in China,
will have a significant stake and
operations at full capacity.
Noble Agri has the opportunity
commitment to Noble Agri, we
Other facilities have shown
to make significant inroads into
expect the outlay for these services
satisfactory performance and
a global market long dominated
to decrease as Noble Agri becomes
ramping up efficiencies remains a
by a handful of players, with the
a fully operational, standalone
focus going forward.
American firms, ADM, Bunge
entity. Priorities for 2015 include
and Cargill being at the core of
building out the Noble Agri
international trade in grains
leadership and management team,
and oilseeds.
further integration of COFCOs
Noble Group emerges from
origination into Noble Agri, and
the transaction as a smaller,
the full establishment of Noble
more nimble and more focused
Agri as a standalone company.
firm. Approximately 45 percent
Management teams at both Noble
of non-current assets have been
Agri and COFCO are pleased with
deconsolidated from the balance
the progress made so far and are
sheet and number of assets under
excited and confident about the
management have reduced by
future of the business.
65 percent. The deconsolidation

leaves the Group with a US$2.3
18
We owe the success of this
NOBLE AGRI
COFCO INTERNATIONAL
51%
NOBLE GROUP
49%
COFCO
60%
HOPU
19%
INTERNATIONAL
FINANCE
CORPORATION
9%
STANDARD
CHARTERED
3%
TEMASEK
HOLDINGS
9%
19
THE IDEAS THAT DRIVE OUR BUSINESS
Noble moves essential resources

from producers to consumers across
the world. Our success relies on a
rigorously managed balance sheet,
effective partnerships and a deep
understanding of customer needs.
We work with integrity, transparency
and passion. And lead by example.
20
21
PARTNERSHIPS
GOOD PARTNERS MEAN GOOD BUSINESS
At Noble, weve forged

some of the most
productive and
enterprising partnerships
in the industry and weve
always believed that as our
partners grow, so do we.
Nobles core strategy is to be the
down their portfolios. We have
directly to the vast and rapidly
best company in the world at
relationships with over 100 banks
growing Chinese market.
moving the physical commodity
around the world, banks that have
from the producer to the consumer
supported our business needs in
Harbour Energy
and managing the market, credit
both borrowings and trade finance.
Noble Group joined forces with U.S.
and operational risk associated
These relationships supported
private-equity firm EIG to launch
with that. This is only possible if
by our consistently high levels
a new venture, Harbour Energy,
we are able to focus on the middle
of liquidity have transcended
in July 2014. Noble will be the
of the supply chain, and if we
financial crises and are the bedrock
preferred offtake and marketing
successfully build close strategic
of Nobles solid growth.
relationships with our partners

in the upstream and downstream
segments of the business.
Our asset-light approach relies
During 2014, Noble achieved

significant milestones in the
partner of Harbour Energy, while

EIG, together with the companys
internal management team, will
continued implementation of its
serve as manager of the company
asset-light strategy: partnerships
and oversee cash raising and
on this: strong partnerships at both
with EIG, COFCO, Jamalco, X2
acquisitions. Initially funded solely
ends of the supply chain with Noble
Resources, Targa Resources,
through balance sheet capital
supplying best-in-class execution at
Petroecuador, and others, exploit
from Noble and EIG, Harbour
the most competitive price across
our best-in-class expertise
Energy provides Noble with the
the link. These linkages are secured
in logistics and supply chain
opportunity to partner with an
through a broad portfolio of 12,000
management, while leveraging the
industry leader to capture the
contracts with an average tenor of
strengths of market-leading asset
tremendous potential presented by
five years, across a myriad of our
managers and owners.
fractured global energy markets.
and supply contracts are built
Noble Agri
X2 Resources
products. Portfolios of marketing

to ensure that risks are not only
The sale of a 51 percent stake
In the MMO and Coal businesses
mitigated through active hedging
in Noble Agri to the COFCO-led
we continue to work with the
but also aim to create balance within
consortium was a transformational
management team at X2 Resources
the short and the long contracts,
step for the Group. The transaction
and its co-investors, with a view
further offsetting risk. Sometimes
simplifies and streamlines
to creating a new major global
these relationships are further
our organisational structure,
mining company. The venture has
enhanced and secured through
strengthens our balance sheet and
access to US$5.6 billion of equity,
Noble taking a minority equity
significantly progresses our asset-
US$4 billion in immediate equity
position or providing debt funding.
light growth strategy.
and US$1.6 billion in conditional
These partnerships combine
equity. In our existing businesses
the skills of outstanding asset
the very centre of a significant
we have continued to successfully
operators and distributors with our
structural change in the global
expand the non-ferrous metals
expertise in moving product across
flow of food commodities.
business, with notable development
vast distances, while exercising
Constrained by dwindling
in zinc and copper trading. The
industry leading capabilities in risk
productive farmlands, water and
team moved record volumes for
management and logistics.
natural resources, China requires
zinc and expanded its global copper
imports for its food supply. As the
business to new sources in Africa
Partnerships also strengthen
22
The deal also placed us at
our ability to finance our
principal international origination
and South America, while serving
transactions. Noble is seen as,
platform to one of the largest
the needs of new customers in
and will remain, the commodity
buyer of food commodities in the
North America and Europe.
trader of choice in the banking
world, Noble Agri now has greater
community, even as they slim
access to capital and connects
WHAT WE MEAN BY ASSET-LIGHT
PRODUCT FLOWS
FLEXIBILITY
ADDITIONAL LIQUIDITY
Any capital we deploy into fixed
We remain open to new
assets or place long-term on the
transactions and opportunities in
access to various forms of third
balance sheet must secure a
the businesses and geographies we
party capital, allowing us to develop
disproportionate amount of
operate in.
product flow for the amount of

capital expended.
PEOPLE LIGHT
our business and deliver returns

without constraining Nobles
MINIMAL EXPOSURE
liquidity profile.
If, as a byproduct of acquiring

control over the flow of product,
Any capital that we deploy should not
we also gain direct exposure
give us a significant operational role
to commodity price levels, the
in running an industrial complex.
Our asset-light approach provides
exposure has to be insignificant

in relation to the Groups overall
income streams.
OUR ASSET-LIGHT STRATEGY IN ACTION
JAMALCO
On 15 October 2014, Noble
PETROECUADOR
The Jamalco joint venture
Our recent transaction with
signed a definitive agreement
was 55 percent owned by Alcoa
with Alcoa World Alumina and
Minerals of Jamaica (AMJ) and
Special Purpose Vehicle (SPV), was
Chemicals (AWAC) to acquire
is 45 percent owned by Clarendon
a notable example of our asset-light
100 percent of AWACs ownership
Alumina Production Ltd. (CAP).
strategy in action. We continue
Petroecuador, where we used a rated
stake in the Jamalco bauxite
CAP is a company wholly owned by
to work on a range of other
mining and alumina refining
the Government of Jamaica. This
innovative initiatives that will
joint venture based in Clarendon
transaction provides Noble with
secure significant long-term supply
Parish, Jamaica. The Jamalco
an additional 770,000 tonnes of
or purchase flows, while having no
alumina refinery has a capacity of
annual alumina supply to market,
impact on our own capital structure.
1.4 million tonnes per annum of
creating supply chain links with
smelter grade alumina. Alcoa will
aluminium smelters and metal
continue as the managing operator
trading opportunities.
under the direction of the joint

venture board for up to three years
under a compensated technical
service agreement.
23
CUSTOMERS
FOCUSED ON THEM
We put energy and focus

into staying relevant and
being valuable to our
customers, keeping their
interests firmly integrated
into our DNA.
As a physical merchant, Noble
business platforms to a flatter,
CIS, Africa and Latin America. We
manages the supply chain,
and more purposeful, operational
reviewed commodity flows in and
delivering the right product at
structure with eight business lines:
out of those regions, our current
the right time. This journey, from
Energy Solutions; Oil Liquids; Gas
relationships and how we were
origin to destination, is not a short
& Power; Energy Coal; Metals;
going to expand those relationships.
one and we rarely embark on it
Carbon Steel Materials; Chartering;
Across the four regions we
alone. A new mine takes eight or
and Financial Services. We expect
identified significant additional
nine years to establish and a new
these changes to take full effect
volumes and additional targeted
port often takes longer and it is not
during 2015.
gross revenue across 155 named
unusual to see macroeconomic and
With clearly defined leadership,

responsibility and accountability,
during the course of bringing new
we are creating focused businesses
supplements our existing
origination locations on-stream;
aligned to serve our customers
local relationships with senior
while market flows and destination
more swiftly and effectively. Our
management involvement to elevate
markets are always in a state of flux.
goal is not to create smaller silos
every interaction. Individuals
These periods of transition and
that operate independently. Rather,
within Nobles Management
transformation have meant that in
it is to create nimble business lines
Committee have a country-
order to run our business well we
attuned to each customers unique
specific relationship management
need to maintain a disciplined and
needs. At the same time, by fully
responsibility to ensure that all
dedicated focus on our customers.
integrating business lines within
Nobles points of contact within
We have to know what our
the larger group, we aim to leverage
each country are brought together
customers want now and what they
and maximise productive local
and maximised.
will need in the future. By becoming
relationships and intelligence at a
integrated in, and integral to, our
global level.
customers businesses, we position
The New Noble goes to market
This enhanced focus
Alignment and consolidation

To achieve scalability, our
ourselves as an important partner
as one firm one team, with
customer-focused approach relies
in the long run. We want to become
defined responsibilities organised
on the Federation: the all-important
part of their business and not just a
around businesses, and united by
backbone comprising our Finance,
partner of choice.
a single Group-wide strategy to be
Risk, IT, HR, Operations and Legal
critically relevant in all the products
teams, ensuring that we have the
and geographies that we operate in.
infrastructure and controls in place
The New Noble

Nobles deep local relationships and
to execute on our strategy.
expertise across multiple products,
New customers
markets and geographies provide
Nobles existing client coverage is
with eight business lines and the
a unique competitive advantage.
centred around our most profitable
Federation is aligned to support
They are a key factor in our ability
supply chain opportunities. It has
these business lines. Some support
to adapt and access options when
grown organically as a function
functions, although regionally
change arises.
of the growth of the firm over the
aligned, are designed to run
last three decades. Today, we are
globally. Technology Infrastructure,
and relevant, we have enhanced
looking at accessing new customers
Legal, Compliance and Tax, for
our efforts to strengthen and
and opportunities.
instance, are most effective when
In our quest to stay nimble
24
customer targets.
regulatory environments transform
The New Noble is aligned
expand our customer franchise.
As part of our drive to
providing support in a given
This focus on a simpler and more
strengthen further our client
geography irrespective of the
customer-focused approach will
franchise, we carried out regional
business line. These regionally
see us evolve our existing three
studies of our customers in MENA,
aligned support functions are
complemented by organisation-
THE NEW NOBLE
wide platforms that are largely

agnostic to the business line they
EIGHT BUSINESS LINES
serve and focused on integrating

seamlessly with the business units.
From a technology perspective,
our goal is twofold: to build
ENERGY SOLUTIONS
common platforms for multiple

product lines and at the same time
to design flexible solutions within
OIL LIQUIDS
a product for potential use by other

business lines. By breaking down
barriers between functions, we
GAS & POWER
optimise systems and processes to

achieve scalability.
At its heart, the Federation is
ENERGY COAL
about reinvigorating and aligning

the teams and processes that
METALS
support Nobles front office.

The standardisation, consolidation
and automation of our processes
CARBON STEEL MATERIALS
make our support functions more

efficient and more cost-effective.
This in turn equips our frontline
CHARTERING
staff to respond to and serve

customers better.
Over the course of 2014, the
FINANCIAL SERVICES
Federation embarked on a variety of

successful projects. These include
THE FEDERATION
counterparty onboarding, accounts

payable and receivable processing
and data warehousing. Our support
functions are indispensable to the
success of each one of our efforts
and transactions this year. When it
INFORMATION TECHNOLOGY
COMPLIANCE
RISK
LEGAL
FINANCE
comes to serving our customers, no

team in Noble can achieve results
independently of one another.
HUMAN RESOURCES
OPERATIONS
25
RISK AND FINANCE
NET DEBT / CAPITALISATION
LIQUIDITY PROFILE
US$ BILLION
16.7
17.1
4.0
5.1
6.1
5.7
5.7
5.9
5.8
6.1
37.8
16.6
49.7
48.8
49.9
18.1
2011
2012
2013
2014
TOTAL FACILITIES
DEBT MATURITY PROFILE
2013
2014
LIQUIDITY HEADROOM
TOTAL DEBT
VALUE AT RISK (2014)

%
0.56
US$ BILLION
0.34
0.34
NOV
0.31
1.7
OCT
0.35
4.0
0.36
0.39
1.6
0.38
0.45
6.1
0.39
2011
2012
0.24
1.5
0.21
0.8
0.5
1
2.0
1
26
DEC
SEP
AUG
JUL
JUN
MAY
> 5 YRS
APR
25-60 MTHS
MAR
13-24 MTHS
FEB
< 12 MTHS
31 DEC 2014
JAN
31 DEC 2013
A ROCK SOLID BALANCE SHEET
Financial fortitude is not a

given, it is what we work
hard to achieve every
day. Our solid financial
position comes from
a rigorously managed
balance sheet with
exceptional liquidity and a
carefully guided exposure
to risk underpinned by
deep relationships with
global capital providers.
2014 saw Noble make significant
billion (excluding any facilities that
strategy during this challenging
progress in achieving its asset-light
were dedicated to Noble Agri prior
period in the commodity sector.
investment strategy. Our balance
to the stake sale). Our liquidity
sheet the strongest in recent
headroom the sum of readily
Managing risk
history represents a significant
available cash and unutilised
A disciplined approach to risk has
advantage as we continue to identify
committed facilities amounted to
always been one of Nobles key
high value growth opportunities
US$5.1 billion. We believe strong
strengths. This commitment to
across the products and geographies
liquidity headroom is essential
maintaining a strong balance sheet
we operate in. Maintaining our
to our ability to drive long-term
aligned with stringent oversight
investment grade rating with the
growth, providing stability while
is critical to generating value and
international rating agencies is a
offering the flexibility to seize
delivering long-term growth. VaR
vital part of this strategy.
opportunities as and when
is a function of both exposure and
they arise.
volatility and Noble recorded an
Noble Group itself, without

the agri business, does not have
The increase in receivables,
average VaR usage, as a percentage
any material long-term committed
as well as payables and accrued
of equity, of 0.33 percent for the
capital expenditure requirements,
liabilities that we have seen this
year. VaR remained at historical
other than the US$500 million
year relates to a net rise in fair value
lows but rose in the last quarter
commitment to X2 Resources, so we
gains on commodity contracts and
with increases in volatility and
will be able to control our leverage
derivative financial instruments,
growth in opportunities. Whilst
and be highly disciplined about new
largely driven by attractive
Noble has independent risk
investments and return hurdles.
opportunities in the forward oil
functions that aim to highlight and
As a growth company, we believe
markets. Fair value accounting best
help mitigate risk, our employees
that our current and future pipeline
reflects the market risk inherent
deep domain expertise through
of opportunities should give us
in our contracts and allows for
their long careers and proximity
significant flexibility to deploy
appropriate risk management of the
to day-to-day operations provides
capital into profitable investments.
portfolio, ensuring that we review
Noble with a strong competitive
the full extent of our portfolio
advantage in managing risk across
capital allocation framework for
every day and constantly back-test
its business.
working capital and investments
realisations.
We have implemented a clear
with a focus on returning excess
In terms of our debt profile,
capital to shareholders via dividend
we will be moving towards a more
distribution, share buybacks and
balanced portfolio as we refinance
asset sales as appropriate. As part
debt coming due this year, including
of this, our dividend payout ratio
US$600 million in bonds that will
target was revised upwards from
mature in 2015. Noble has its lowest
the historical 25 percent to 35
gearing in recent operating history,
percent of net profit for FY2014 and
with net debt to capitalisation of 38
FY2015. We continue to review our
percent, compared to close to 50
existing share buyback mandate
percent at the end of 2013.
and progressive dividend policy as
We are confident that the
we execute on our new
Noble Agri transaction in
business structure.
combination with other operational

improvements, reduced committed
Liquidity and debt profile
capital expenditures, and asset
Noble maintains a strong liquidity
recycling initiatives will give us
profile with available committed
industry leading optionality with
and uncommitted facilities at US$17
which to pursue our asset-light
A full discussion of our risk management

objectives and policies and analysis of our risk
profile is found on pages 134 138 in the Notes
to Financial Statements section.
27
PEOPLE
THE FIRE IN OUR BELLIES
Our success is made

possible by our people.
They drive the businesses
that drive our company.
Our people and the teams
they form are passionate,
flexible and creative.
Feeding the talent pipeline
and development. In 2014, we
which will enhance the culture of
Recruitment and staffing decisions
embarked on a comprehensive
partnership and teamwork across
play a critical role in ensuring
talent review and succession
the firm.
that we put the right people in the
planning exercise covering key
right roles and the right places.
leadership roles as well as the top
we hired extensively in response
2014 saw the launch of our new
tiers of the senior management
to business growth in our Energy
Global Associate Programme.
team across the Group and Noble
and Metal, Minerals and Ores
Targeted at recent graduates,
Agri. The exercise afforded us an
segments. The Management
the programme provides a
in-depth understanding of the
Committee has also been
comprehensive grounding in the
bench strength available to us to
strengthened considerably over
commodity market, global supply
grow the business, highlighted
the past 24 months with the
chains and risk management
potential gaps and identified
recruitment of new talent and
through training, assignments
talent to be developed for future
promotion of key executives. We
and on-the-job rotations. The
leadership positions.
have built a truly world-class team
recruitment team targeted top-tier
The talent review process
who has the capability to drive the
universities around the world to
places emphasis on personal and
firm to the next level, and beyond.
identify high-potential individuals.
career development as tangible
After an intensive selection process
and actionable, rather than
Agri as a standalone entity has seen
involving trading simulations,
procedural. This includes personal
us evolve from an organisation
commercial case studies and
development plans and practical
with over 13,500 employees to a
interviews with our leadership
actions owned by employees and
smaller, less complex and much
team, we hired 16 associates
their managers to help realise
more nimble 1,900. The transition
from over 2,000 applications we
each individuals potential. We are
was managed by a cross-functional
received. The programme is set to
building better guidance around
team; Noble Agri was smoothly and
continue well beyond 2015 with
the different career paths available
successfully separated from Noble
plans underway to bring in at least
to our employees on a global basis.
Group in time for the closure of
20 new associates this year.
This year we will introduce an in-
the deal.
We also launched a branding
house leadership and management
The work on separating Noble
2014 was in many ways a
campaign to better position
development programme and
transformational year. Creating
Noble Group as the employer of
conduct a confidential employee
a working environment driven by
choice in commodities. The new
engagement survey, with a
high performance teamwork does
employer brand builds on Nobles
commitment to act on the findings.
not happen overnight but we are
character as a growth-oriented,
making great strides towards it. It
entrepreneurial business invested
A culture of success
begins with communicating our
in the development of its people.
A sense of ownership and
culture and values, developing
We interviewed long-serving
accountability is central to
managers and leaders to live these
employees and new hires to gain
our corporate culture. During
values, and then carefully selecting
an understanding of how Noble
2014 we implemented from
the right people who fit. Finally, it
was perceived in the industry and
scratch a Restricted Share Plan
resides in continuously improving
among its own to shape an identity
(RSP) programme, a significant
and elevating the workplace to
that was aspirational, yet credible
undertaking that saw us obtain
make a career at Noble more
and relevant.
clearance from the Singapore Stock
rewarding and fulfilling. Our new
Exchange as well as shareholder
employer brand Make your mark
that building our brand is a
approval. We consider this to be
encapsulates this: beyond a job,
constant process of learning and
a helpful vehicle for generating
Noble offers people the opportunity
evolution. Within the firm, it rests
a sense of shared ownership
to make an impact, to see the
on our ability to shape and sustain
within the firm and aligning the
results of their work and be part
the perceptions of key stakeholders
interests of our employees with
of an exciting and challenging
our employees. To realise this,
our shareholders. We are also
workplace at the heart of the
we are putting in place systems
putting in place more business-
worlds most dynamic markets.
and tools that measure and report
relevant reward plans centred on
on engagement, performance
the concept of pay for performance
As an employer, we recognise
28
During the course of the year,
HOW WE HAVE EVOLVED

13,500 PEOPLE
1,900 PEOPLE
2,500 IN OFFICES, 11,000 IN ASSETS
1,500 IN OFFICES, 400 IN ASSETS
NOBLE AGRI
85%
FEDERATION
34%
FEDERATION
5%
ENERGY COAL
13%
ENERGY COAL
2%
OIL LIQUIDS
12%
ENERGY RETAIL
2%
ENERGY RETAIL
11%
OIL LIQUIDS
2%
CARBON STEEL
MATERIALS
11%
METALS
1%
GAS & POWER

5%
GAS & POWER

1%
METALS
5%
CARBON STEEL
MATERIALS
1%
CHARTERING
4%
CHARTERING
<1%
FINANCIAL SERVICES
2%
FINANCIAL SERVICES
<1%
OTHERS
3%
OTHERS
<1%
2013
2014
29
RESPONSIBILITY
THE MILLIGRAMS AND THE MILLISECONDS
Noble matches
ambition with a sense of
responsibility. This means
protecting not only our
own business interests, but
also our communities and
the environment. Our little
actions add up.
UN Global Compact
scored maximum points for climate
supply in the grid and have the
The United Nations Global
information disclosure, a rise from
potential to significantly reduce coal
Compact is the largest corporate
99 out of 100 points compared to
dependency, serving as a strategy
sustainability initiative in the
the previous year. Total carbon
for energy security in the transition
world with 10,000 signatories
emissions in 2013 amounted to
to a low carbon economy. Growing
based in more than 140 countries.
2.23 million tCO2e, a 12 percent
momentum in Noble Mansfield
Noble Group has supported the
reduction compared to 2010. Noble
Renewable Energy, our Minnesota-
initiative since 2010 a strategic
has been included in the Asia ex-
based ethanol and biodiesel
policy agreement for businesses
Japan Carbon Disclosure Leadership
marketing business continues.
committed to aligning their
Index for the last four years.

Shipping
operations and strategies with ten

universally accepted principles in
Carbon Neutral Project
We are committed to acquiring and
the areas of human rights, labour
2014 marked Nobles seventh year
building ships that are more energy
practice, environment protection
operating the Carbon Neutral
efficient. To improve transparency,
and anti-corruption.
Project, our step-by-step initiative
we voluntarily rated our ships
to move the Group towards
for greenhouse gas emissions
first comprehensive supply chain
carbon neutrality. Of the 450
by RightShip. A Noble-owned
mapping assessment for a single
employees who completed the latest
ship recently qualified for the
supply chain and also formalised a
Commuting and Business Travel
Environmental Awareness (EA)
Group-wide Sustainability Policy.
Questionnaire, approximately 50
notation in recognition of efforts
Our approach to sustainability is
percent walk, cycle or use public
to go above and beyond regulated
driven by a focus on safeguarding
transport. Our carbon emissions for
measures to prevent air and marine
the health, wellbeing and safety
business travel per employee have
pollution. We intend to extend
of our people and maintaining the
fallen 24 percent since 2010 and
this programme across our fleet.
highest standards of corporate
our performance is on track with
It is this commitment to perform
and personal integrity. We build
current targets to reduce energy use
responsibly that has seen us as
responsible supply chains resilient
and emissions across our
winners at the 2014 IBJ Awards
against resource scarcity, climatic
global operations.
in Rotterdam and finalists at the
This year, we completed our
Seatrade Asia Awards 2014.
shifts and energy insecurity and

adopt environmentally friendly
Clean Fuels
technology to enhance efficiency
Nobles integrated supply chain
and minimise waste.
strategy capitalises on the shifts in

consumption patterns of clean fuels.
30
Carbon Disclosure Project
In 2014, we acquired control of a
Noble Group has been awarded the
UK-based independent flexible gas-
Best Overall Disclosing Company
fired power generation company.
in Hong Kong and South East Asia
The new generators that are being
region in the 2014 CDP Climate
built are able to supplement rapid
Change Report. The response
declines in daily renewables
A full discussion of our Responsibility efforts is

available on thisisnoble.com/responsibility
OUR GLOBAL COMMUNITY AND OUTREACH INITIATIVES
Over the years, Noble staff have committed themselves to the communities in which they work and live,
supporting numerous healthcare, education, environmental and charitable efforts. Through the Noble Group
Charity Foundation, we mobilise resources and support projects in collaboration with local organisations that act
at the grassroots level.
CHILDREN
COMMUNITY
DISASTER RELIEF
HEALTH
YOUTH
HERITAGE
CHARITY
EDUCATION
WOMEN
ENVIRONMENT
UNITED KINGDOM
EDUCATION
COMMUNITY
CHILDREN
CHARITY
MONGOLIA
SWITZERLAND
HEALTH
CHARITY
EDUCATION
UNITED STATES
EDUCATION
WOMEN
CHINA
YOUTH
EDUCATION
MEXICO
HONG KONG
ENVIRONMENT
INDIA
ENVIRONMENT
HEALTH
CHARITY
SIERRA LEONE
COLOMBIA
CHARITY
HEALTH
EDUCATION
PARAGUAY
HEALTH
HEALTH
SINGAPORE
ENVIRONMENT
CHARITY
INDONESIA
HEALTH
CHILDREN
SOUTH AFRICA
URUGUAY
CHILDREN
EDUCATION
COMMUNITY
COMMUNITY
WOMEN
CHARITY
COMMUNITY
CHILDREN
EDUCATION
EDUCATION
EDUCATION
CHILDREN
EDUCATION
BRAZIL
EDUCATION
VIETNAM
THAILAND
COTE DIVOIRE
YOUTH
COMMUNITY
WOMEN
EDUCATION
DISASTER RELIEF
WOMEN
HEALTH
CHILDREN
EDUCATION
COMMUNITY
HERITAGE
YOUTH
AUSTRALIA
COMMUNITY
ARGENTINA
EDUCATION
HEALTH
EDUCATION
CHILDREN
CHARITY
31
THE TEAM
32
Our teams are diverse, talented and

tenacious. Our leaders are too.
They drive innovation and advance
Nobles strategic objectives by
anticipating and shaping change in our
industry. By inspiring and mobilising our
people they create the environment to
help our teams execute with excellence.
There is strength in the differences
between us. It is this breadth of skills
and perspectives that makes us
successful at what we do.
33
BOARD OF DIRECTORS
Ambassador
Burton Levin
Richard
Paul Margolis
Independent
Non-Executive Director
Independent
Milton M. Au
34
Yusuf Alireza
Chief Executive Officer and
Executive Director
David Gordon
Eldon
Lead Independent
Director
Irene Yun Lien Lee
Independent
Chairman and
Executive Director
Iain Ferguson Bruce

Independent
Alan Howard
Smith
William
James Randall
Robert Tze
Leung Chan
Independent
Executive Director and

President
Independent
Li Rongrong
Christopher Dale Pratt

Independent
35
BOARD OF DIRECTORS
Li Rongrong
Chairman and Executive Director
Mr. Elman is Noble Groups founder and Chairman. He first arrived in Asia
Mr. Li served as Chairman of the State-owned Assets Supervision and
during the mid-1960s from England and has more than 50 years experience
Administration Commission of the State Council of the Peoples Republic
in the physical commodities industry. Prior to setting up the Group in 1986,
of China (2003-2010) and Chairman of the State Economic and Trade
he spent 10 years with Phibro as Regional Director of their Asia operations,
Commission of the Peoples Republic of China (2001-2003).
including two years in New York as a Board Director.
David Gordon Eldon

Yusuf Alireza
Lead Independent Director
Chief Executive Officer and
Mr. Eldon retired as Chairman of The Hongkong and Shanghai Banking
Executive Director
Corporation Limited, and as a main Board Director of HSBC Holdings
Prior to joining Noble, Mr. Alireza was Co-President of Asia (ex Japan) for
plc in 2005, after 37 years with the HSBC Group. He is currently Non-
Goldman Sachs and a member of that firms Global Management Committee.
Executive Chairman of HSBC Bank Middle East Limited, of HSBC Bank
He joined Goldman in 1992 in New York, moved to London in 1997 where his
Oman S.A.O.G., and Chair of HSBCs Global Commercial Banking Risk
last position was Head of EMEA sales and structuring efforts. In mid 2008 he
Committee. He was formerly Chairman of the Hong Kong General Chamber
moved to Hong Kong to lead Goldmans Asia Pacific securities division.
of Commerce. In 2004, he was awarded the Gold Bauhinia Star by the

Government of the Hong Kong SAR and made a Commander of the Order of
William James Randall
the British Empire for his contribution to banking in 2005.
Executive Director and President

Mr. Randalls career started with Noble Group in Australia in February 1997,
Iain Ferguson Bruce
transferring to Asia in 1999 where he established Nobles coal operations,
Independent Non-Executive Director
mining and supply chain management businesses. He served as a Director of
Mr. Bruce joined KPMG in Hong Kong in 1964 and was elected to its
Noble Energy Inc before being appointed Global Head of Coal & Coke in 2006,
partnership in 1971. He was the Senior Partner of KPMG from 1991 until his
and a member of the Noble Group internal management Board in 2008. He
retirement in 1996 and served as Chairman of KPMG Asia Pacific from 1993
was appointed an Executive Director and Head of Hard Commodities in 2012,
to 1997. Mr. Bruce serves as an Independent Non-Executive Director on the
prior to which he was Head of Energy Coal & Carbon Complex.
Boards of several publicly listed companies in Hong Kong namely Goodbaby

International Holdings Limited, Louis XIII Holdings Limited (formerly
Milton M. Au
known as Paul Y. Engineering Group Limited), Sands China Limited,
Tencent Holdings Limited and Wing On Company International Limited. He
Mr. Au was, until December 2003, an Executive Director and the Chief
is an Independent Non-Executive Director of Citibank (Hong Kong) Limited
Financial Officer of the Company. He was also the Managing Director
and MSIG Insurance (Hong Kong) Limited, and is the Chairman of KCS
of Noble Grain from April 2001 to December 2002. Mr. Au worked for a
Limited.
number of listed companies including Hang Seng Bank Limited before

he joined the Company in 1995. Mr. Au is an Independent Non-Executive
Robert Tze Leung Chan
Director of K. Wah International Holdings Limited, a publicly listed
company in Hong Kong, and a Director of Hong Kong International Film
Mr. Chan is an experienced banker with 39 years experience in both
Festival Society Limited.
commercial and investment banking having worked in London, Malaysia

and Singapore. He retired from United Overseas Bank (UOB) at the end of
2011 after 35 years of service, 25 years of which he spent as Chief Executive
Officer of UOB, Hong Kong. He is an Independent Non-Executive Director
of Hutchison Port Holdings Management Pte Limited, Quam Limited and
Sibanye Gold Limited. He is Chairman and Non-Executive Director of The
Hour Glass (HK) Limited, and a Senior Adviser to Long March Capital
Limited, a fund management company based in Beijing and Shanghai in
partnership with leading Chinese institutions including the CITIC Group.
36
Irene Yun Lien Lee
Ms. Lee is the Executive Chairman of Hysan Development Company Limited,
Mr. Pratt was the Executive Chairman of Swire Pacific Ltd from February
an Independent Non-Executive Director of Cathay Pacific Airways Limited,
2006 until his retirement in March 2014. He was also Chairman of Cathay
CLP Holdings Limited and Hang Seng Bank Limited (all listed on the Hong
Pacific Airways Limited, Hong Kong Aircraft Engineering Company Limited,
Kong Stock Exchange); and is an Independent Non-Executive Director of The
John Swire & Sons (H.K.) Limited and Swire Properties Limited, and a
Hongkong and Shanghai Banking Corporation Limited. She has held senior
Director of Swire Beverages Limited, Air China Limited and The Hongkong
positions with a number of global financial institutions involved in investment
and Shanghai Banking Corporation Limited. He joined the Swire group in
banking and funds management over the past thirty years. She has been
1978 and has worked with the group in Hong Kong, Australia and Papua New
an Executive Director of Citicorp Investment Bank Limited in New York,
Guinea. Mr. Pratt was awarded the CBE (Commander of the Order of the
London and Sydney; and Head of Corporate Finance at Commonwealth Bank
British Empire) in 2000 for Services to the Community in Papua New Guinea.
of Australia and Chief Executive Officer of Sealcorp Holdings Limited, both
Mr. Pratt is an Independent Non-Executive Director of Johnson Electric
based in Sydney.
Holdings Limited, PureCircle Limited and the Grosvenor Group.
Ambassador Burton Levin
Alan Howard Smith
Ambassador Levin has more than 38 years experience in the diplomatic
Mr. Smith was the Vice Chairman, Pacific Region of Credit Suisse First Boston
service for the United States of America in Asia. Ambassador Levin is an
(CSFB), Hong Kong, from 1997 until he retired in 2001. Before joining CSFB, he
advisor to Sit Investment Associates and also the Chairman Emeritus of the
was the Chairman from 1994 to 1996 and Managing Director from 1983 to 1994
Hopkins-Nanjing center. He holds a Bachelor of Arts degree from Brooklyn
of the Jardine Fleming Group, which he joined in 1972. Mr. Smith is a Director
College and a Master of International Affairs degree from Columbia
of Genting Hong Kong Limited, Guangdong Land Holdings Limited (formerly
University, the United States of America.
known as Kingway Brewery Holdings Limited) and Wheelock and Company

Limited. He was Asian Finance Banker of the Year and was twice elected to the
Richard Paul Margolis
Council of the Stock Exchange of Hong Kong.

Mr. Margolis is a former diplomat, investment banker and businessman with
For detailed biographies, please see pages 59 61.
more than 30 years of experience in Greater China. He currently holds senior

advisory roles with the Holdingham Group, Rothschild (Investment Bank)
and Milestone Capital. Subsequent to his diplomatic service with the Foreign
and Commonwealth Office in London, Beijing, Paris and Hong Kong, Mr.
Margolis pursued a private sector career in Hong Kong. He was Managing
Director, Corporate Finance at Smith New Court Far East, and Head of
Strategy and Planning for Asia Pacific at Merrill Lynch. Mr. Margolis was
awarded the CBE (Commander of the Order of the British Empire) in 2011 for
services to British business in China.
37
MANAGEMENT COMMITTEE
Mark Towson
Neil Dhar
Jeff Frase
Group Head of Human

Resources
Head of Carbon Steel

Materials Business
Head of
Oil Liquids
Giovanni Serio
Group Head of Research
38
Bill Cronin
Chief Operating Officer and
Chief Risk Officer
William
James Randall
President
Jim Wood
Robert van der Zalm
Jeffrey Alam
Head of Global Retail Energy

and President of Noble Americas
Energy Solutions
Group Chief Financial Officer
Group General Counsel
Gareth Griffiths
Yusuf Alireza
Chief Executive Officer
Global Head of Power and Gas,

Head of Energy Coal Trading,
Europe and North America
Nigel Robinson
Head of Financial Services
39
MANAGEMENT COMMITTEE
Yusuf Alireza
Neil Dhar
See page 36.
Head of Carbon Steel Materials Business

Neil has over 25 years of softs, energy, and hard commodities experience. He
started his career as a Commodities Trader at a US investment bank, followed
See page 36.
by Head of Trading at a European Utility. He then spent five years as Chief

Commercial Officer at a FTSE 100 global mining company before joining Noble
Jeffrey Alam
early in 2010. Neil was appointed Co-Head of Hard Commodities in 2012, and
Group General Counsel
was appointed Co-Head of the Singapore office in 2013. Neil holds a Bachelor
Jeffrey served as General Counsel to AIGs Asia investment businesses before
degree in Agricultural Science from the Melbourne University, Australia, and a
becoming Executive Director in the Law Division of Morgan Stanley. Jeffrey
Masters degree in Science from the London Business School, UK.
holds an LLB Hons (Manchester) and is qualified to practice law in Hong Kong
and England.
Jeff Frase
Head of Oil Liquids
Bill Cronin
Jeff joined Noble from JP Morgan in New York where he was Managing
Chief Operating Officer and Chief Risk Officer
Director and Global Head of Oil Trading. Prior to JP Morgan, he spent a year
Bill brings more than 30 years of experience in the Commodity sector to
at Lehman Brothers as the Head of Global Oil Trading, having previously
Noble. Bill served on the Executive Committee of Phibro, New Power, and
spent 17 years at Goldman Sachs where he was a Managing Director and
Direct Energy, his final position with Direct Energy was as President of their
Global Head of Crude Oil and Derivatives Trading.
Wholesale Business.
Gareth Griffiths
Global Head of Power and Gas,
Head of Energy Coal Trading, Europe and North America
Gareth brings over 20 years of trading expertise gained in Europe and North
America to the role. He joined us from E.ON Energy Trading in Dusseldorf,
Germany where he was Chief Commercial Officer, Global Merchant Trading
and Origination.
40
Nigel Robinson
Jim Wood
Head of Financial Services
Head of Global Retail Energy and President of Noble Americas
Nigel was previously Managing Director and Global Head of Natural
Energy Solutions
Resources M&A at Deutsche Bank. Previously he spent eight years with
Jim joined Noble Americas in 2010 by way of Nobles acquisition of Sempra
Goldman Sachs, before that worked for Salomon Brothers and Jardine
Energy Solutions. He started with Sempra as Vice President of Commodity
Fleming. Nigel has advised on over US$450 billion of completed M&A
Sales in 2002 and was promoted to President in 2006. Over the past eight
transactions during his banking career.
years, Jim has led NAES tremendous growth and developed it into one of the
largest, most respected energy providers in the US. Prior to Sempra Jim spent
Giovanni Serio
12 years at Enron Corp. in various commercial roles.
Group Head of Research

Giovanni brings to Noble more than 19 years of research, modelling and
Robert van der Zalm
analysis experience gained most recently as Head of Market Analysis and
Group Chief Financial Officer
Global Chief Oil Analyst at BP. Prior to that he was Executive Director and
Robert has over 25 years of finance management experience in consumer
European Head of Commodities Research at Goldman Sachs. Giovanni has a
products, speciality chemicals, agricultural, downstream oil and gas as well
PhD in Economics from New York University. He joined Noble in April 2013.
as metals sectors. Prior to joining Noble, Robert was CFO of BHP Billitons
Global Aluminium business. He joined Noble in January 2011.
Mark Towson
Group Head of Human Resources
Mark has 30 years of international HR experience and expertise gained
in the energy, banking, chemicals and pharmaceuticals sectors. He joined
Noble in June 2013 from Weatherford International where he was Senior
Vice President and Chief Human Resources Officer. He previously held
senior HR roles with BP and Citigroup in the USA, Europe and Asia Pacific.
41
THE FINANCIALS
Our story has always been about growth.

Noble has successfully manoeuvred
through tough markets and come out
stronger. From the ground up,
we have proven time and again that
there are always ways to grow and
expand, and that progress can be
measured. This section presents the
Report of the Directors and the Audited
Financial Statements of Noble Group
and its subsidiaries for the year ended
31 December 2014.
42
43
44
THE FINANCIALS
THE FINANCIALS
46
48
Report of the Directors
62
Financial Summary
64
Independent Auditors Report
65
Consolidated Income Statement
66
Consolidated Statement of
Comprehensive Income
67
Consolidated Statement of
Financial Position
70
Consolidated Statement of Changes
in Equity
72
Consolidated Statement of Cash Flows
73
Statement of Financial Position
74
Notes to Financial Statements
152
Shareholding and Capital
Securities Statistics
45
CORPORATE GOVERNANCE
Board of Directors
Remuneration and Options Committee

Alan Howard Smith Chairman
Executive Directors
Richard Samuel Elman Chairman
Yusuf Alireza Chief Executive Officer
William James Randall President

Corporate Governance Committee
Non-Executive Directors
David Gordon Eldon Chairman
Milton M. Au
Robert Tze Leung Chan Vice Chairman
Li Rongrong
Iain Ferguson Bruce

Li Rongrong
Independent Non-Executive Directors
David Gordon Eldon Lead Independent Director

Iain Ferguson Bruce
Corporate Social Responsibility &
Government Relations Committee
Irene Yun Lien Lee
Ambassador Burton Levin Chairman
Yusuf Alireza
Iain Ferguson Bruce
Alan Howard Smith
Li Rongrong
Audit Committee
Iain Ferguson Bruce Chairman
Investment and Capital Markets Committee
Milton M. Au Vice Chairman
Alan Howard Smith Vice Chairman
Irene Yun Lien Lee
Yusuf Alireza
Milton M. Au
Nominating Committee
Irene Yun Lien Lee
Ambassador Burton Levin Vice Chairman

Irene Yun Lien Lee
Risk Committee
Alan Howard Smith

Irene Yun Lien Lee
Alan Howard Smith
46
Corporate Information
Principal Bankers
Fifth Third Bank
Head Office
ABN Amro Bank
Goldman Sachs
Agricultural Bank of China
Industrial and Commercial Bank of China
Australia & New Zealand Banking Group
ING Bank
Chee Ying Lim, LLB (Hons), FCIS
Banco Bradesco
JP Morgan
Registered Office
Banco do Brasil
KBC Bank
Banco Ita BBA
Lloyds Banking Group
Banco Santander
Mizuho Corporate Bank
Bank of America Merrill Lynch
National Australia Bank
Bank of China
National Bank of Abu Dhabi
BNDES (Banco Nacional de Desenvolvimento
Natixis
18th Floor, MassMutual Tower

38 Gloucester Road
Hong Kong
Company Secretary
Clarendon House, Church Street

Hamilton, HM 11
Bermuda
Telephone: +1 (441) 295 5950
Facsimilie: +1 (441) 292 4720
Auditors
Ernst & Young
Audit Partner-In-Charge
Peter Picton-Phillipps (since July 2011)
Econmico e Social)
Share Registrar and Transfer Agent
Codan Services Limited
Rabobank International
BNP Paribas
Clarendon House
Socit Gnrale
2 Church Street
China Citic Bank International Limited
Hamilton, HM11
Standard Chartered Bank
Bermuda
China Development Bank
Share Transfer Agent
China Minsheng Bank
Sumitomo Mitsui Banking Corporation

B.A.C.S. Private Limited
63 Cantonment Road
The Bank of Toyko Mitsubishi UFJ

Citigroup
Singapore 089758
The Hongkong and Shanghai

Cobank
Banking Corporation
Commerzbank
The Royal Bank of Scotland
Commonwealth Bank of Australia
United Overseas Bank
Crdit Agricole
Westpac Banking Corporation
Legal Advisors to the Company

Allen & Gledhill
Linklaters
DBS Bank
Deutsche Bank
47
REPORT OF THE DIRECTORS
THE DIRECTORS PRESENT THEIR REPORT AND THE AUDITED FINANCIAL STATEMENTS OF NOBLE GROUP LIMITED
(THE COMPANY) AND ITS SUBSIDIARIES (TOGETHER THE GROUP) FOR THE YEAR ENDED 31 DECEMBER 2014.
Principal activities
The principal activity of the Company is investment holding. The principal activities of the Companys subsidiaries, joint ventures and associates
comprise managing a global supply chain of industrial and energy products, as well as having a 49% interest in Noble Agri Limited (NAL), its agricultural
partnership with COFCO; and managing a diversified portfolio of essential raw materials, integrating the sourcing, marketing, processing, financing and
transportation of those materials.
During the year, the Group owned and managed including a portfolio of strategic assets, with interests in coal and iron ore mines, fuel terminals and
storage facilities, vessels and other key infrastructure facilities. The disposal of NAL on 30 September 2014, previously held strategic assets including grain
crushing facilities, sugar and ethanol plants.
Results and dividends
The Groups profit for the year ended 31 December 2014 and the state of affairs of the Company and the Group at that date are set out in the financial
statements on pages 65 to 150.
Details of the interim dividend, which is not incorporated in the financial statements, are set out in note 43 to the financial statements.
Property, plant and equipment
Details of movements in the property, plant and equipment of the Group are set out in note 11 to the financial statements.
Subsidiaries
Particulars of the Companys principal subsidiaries are set out in notes 14 and 45 to the financial statements.
Joint ventures
Particulars of the Groups joint ventures are set out in note 16 to the financial statements.
Associates
Particulars of the Groups associates are set out in note 17 to the financial statements.
Bank debts
Details of the bank debts of the Group are set out in note 27 to the financial statements.
Share capital
Details of movements in the Companys share capital during the year are set out in note 32 to the financial statements.
Material interests in contracts of significance
None of the Chief Executive Officer, Directors or controlling shareholders had a material interest in any contract of significance to the business of the
Group or any loan agreement to which the Company or any of its subsidiaries was a party at any time during the year.
48
Board of Directors
The Directors of the Company during the year were as follows:
Richard Samuel Elman, Chairman
Irene Yun Lien Lee
Yusuf Alireza, Chief Executive Officer
William James Randall, President (1)
Li Rongrong
David Gordon Eldon, Lead Independent Director
Milton M. Au
Christopher Dale Pratt (2)
Iain Ferguson Bruce
Edward Walter Rubin (3)
Alan Howard Smith
Appointed as President, effective 17 October 2014
Appointed as Independent Non-Executive Director, effective 3 June 2014
Ceased to be a Director, effective 20 February 2014
(1)
(2)
(3)
Messrs. Milton M. Au, Li Rongrong, Irene Yun Lien Lee and Robert Tze Leung Chan, being the Directors longest in office since their last re-election, will
retire by rotation at the forthcoming Annual General Meeting in accordance with the Companys Bye-law 86, which requires one-third of the Directors to
retire from office by rotation at each Annual General Meeting. Mr. Christopher Dale Pratt, who was appointed as a Director with effect from 3 June 2014,
will retire pursuant to Bye-law 85(2). Messrs. Irene Yun Lien Lee, Robert Tze Leung Chan and Christopher Dale Pratt will offer themselves for re-election
at the forthcoming Annual General Meeting. Messrs. Milton M. Au and Li Rongrong will not offer themselves for re-election.
Directors interests in securities
As at 21 January 2015, the Directors who held office as at 31 December 2014 had the following interests in the securities of the Company:
Number of shares of HK$0.25 each held:
NAME OF DIRECTOR
NOTES
DIRECT INTEREST
DEEMED INTEREST
TOTAL INTEREST
RICHARD SAMUEL ELMAN
1,405,516,037
1,405,516,037
YUSUF ALIREZA
22,135,929
22,135,929
WILLIAM JAMES RANDALL
23,635,700
9,532,696
33,168,396
MILTON M. AU
19,202,561
19,202,561
IAIN FERGUSON BRUCE
987,031
987,031
AMBASSADOR BURTON LEVIN
325,290
325,290
49
Notes:
1.
Mr. Elman has an aggregate deemed interest in 1,405,516,037 shares which are held by Noble Holdings Limited (NHL) or in which NHL is deemed
to have an interest. NHLs aggregate interest in 1,405,516,037 shares comprises (i) 1,388,567,810 shares held by NHL; and (ii) 16,948,227 shares held
by NHLs wholly-owned subsidiary, Temple Trading Asia Limited (TTAL). NHL is a company registered in Bermuda and TTAL is a company
incorporated in Hong Kong. NHL is beneficially wholly-owned by a discretionary trust, the beneficiaries of which include the children of Mr. Elman
but not Mr. Elman himself. Fleet Overseas (New Zealand) Limited, a company incorporated in New Zealand, is the trustee of the discretionary trust.
2.
Mr. Alireza has an aggregate deemed interest in 22,135,929 shares comprising (i) 7,250,000 shares are held by RBC Trustees (CI) Limited as Trustee
for Mr. Alirezas pension trust, the beneficiaries of which include Mr. Alireza, his relatives and dependants; and (ii) 14,885,929 shares held by a trust
for the benefit of Mr. Alireza. As at 31 December 2014, the number of outstanding share options granted to Mr. Alireza was 75,000,000.
3.
Mr. Randall has an aggregate interest in 33,168,396 shares comprising (i) a direct interest in 23,635,700 shares held by Royal Bank of Canada for
the benefit of William Randall and Simone Lourey; and (ii) a deemed interest in 9,532,696 shares held by a trust for the benefit of Mr. Randall.
As at 31 December 2014, the number of outstanding share options granted to Mr. Randall was 46,184,086.
4.
These shares are registered in the name of nominees. As at 31 December 2014, the number of outstanding share options granted to Mr. Au
was 436,361.
5.
These shares are registered in the name of nominees. As at 31 December 2014, the number of outstanding share options granted to Mr. Bruce
was 436,361.
6.
These shares are registered in the name of nominees. As at 31 December 2014, the number of outstanding share options granted to
Ambassador Levin was 50,000. During the year, 386,361 share options were exercised by Ambassador Levin.
7.
As at 31 December 2014, the number of outstanding share options granted to Mr. David Gordon Eldon was 822,725. The number of outstanding share
options granted to each of Mr. Robert Tze Leung Chan and Mr. Alan Howard Smith was 436,361. The number of outstanding share options granted to
Ms. Irene Yun Lien Lee was 250,000, and Mr. Richard Paul Margolis was 200,000.
8.
During the year, no share awards were granted under the Noble Group Performance Share Plan (PSP), as set out in note 35 to the
financial statements.
The Directors are committed to maintaining a high standard of corporate governance within the Group. Good corporate governance establishes and
maintains a legal and ethical environment in the Group which strives to promote the interests of all shareholders. The Company has adhered to the
principles and guidelines set out in the Singapore Exchange Securities Trading Limited (SGX) Code of Corporate Governance 2012 (the Code of
Corporate Governance), save as disclosed below in relation to areas of deviation from the Code of Corporate Governance. Where applicable, the Company
has established various self-regulatory and monitoring mechanisms to ensure that effective corporate governance is practiced. The Company believes that
it is in compliance in all material respects with the Code of Corporate Governance. The following describes the Companys corporate governance processes
and activities.
1.
Board of Directors
Key information regarding the Directors is provided in the Directors biographies section below. Details of the number of Board and certain
Committee meetings held during the year ended 31 December 2014 and the attendance of each Board member at those meetings are set out below.
The Board comprises 13 Directors at the date of this report, 8 of whom are Independent Non-Executive Directors, whose objective judgment on
corporate affairs and collective experience is valuable to the Group. The Board is of the view that its size is appropriate, taking into account the nature
and scope of operations of the Group. The Directors as a group provide core competencies such as accounting or finance, business or management
experience, industry knowledge, strategic planning experience and customer-based experience or knowledge.
50
The Non-Executive Directors role, amongst others, is to constructively challenge and help develop proposals on strategy, review the performance of
management in meeting agreed goals and objectives, and monitor the reporting of performance.
The following are the Executive, Non-Executive and Independent Non-Executive Directors of the Company at the date of this report.
Executive Directors
Richard Samuel Elman, Chairman
Yusuf Alireza, Chief Executive Officer
William James Randall, President
Non-Executive Directors
Milton M. Au
Li Rongrong
Independent Non-Executive Directors
David Gordon Eldon, Lead Independent Director
Iain Ferguson Bruce
Irene Yun Lien Lee
Alan Howard Smith
The Independent Directors make up over 50% of the Board; led by the Lead Independent Director, they meet periodically without the other Directors
being present.
Independence: Four of the Independent Non-Executive Directors have served on the Board for more than nine years. As part of its annual review
of the Board, the Nominating Committee has conducted a particularly vigorous review of the performance of those Directors, giving particular
consideration to each Directors competencies, commitment, contribution and performance, both at and outside Board and Committee meetings;
and whether the Director has been able, and will in future be able, to devote sufficient time and attention to discharging his duties in an independent
and impartial manner as a Director, taking into account his other Board representations or other commitments (both voluntary and remunerated).
The Board is satisfied that Iain Ferguson Bruce, Robert Tze Leung Chan, Ambassador Burton Levin and Alan Howard Smith continue to meet the
requirements of being Independent Non-Executive Directors.
Proceedings: The Board meets regularly to oversee the business affairs of the Group. To assist the Board in discharging its duties, papers are
provided to Directors in a timely manner before each meeting. Routine items include briefings on the Groups financial results which are released
quarterly; presentations from business units, Treasury, Risk, and other support functions; and reports from the Chairmen of the respective Board
Committees on those proceedings. Regular reports are also received from the Chief Executive Officer, and discussions held throughout the year on
strategic matters.
Access: All Directors have unrestricted access to the Groups records and information through requests for further explanations, briefings and
informal discussions on the Groups operations or business issues from management. The Board has separate and independent access to the
Companys senior management. The Directors are updated on changes to the SGX regulations and other regulatory and statutory requirements
as required.
The Directors have separate and independent access to the Company Secretary, Ms. Chee Ying Lim. The Company Secretary is responsible for
ensuring that all Board procedures are followed and, together with key management staff, assists with ensuring that the Company complies with
applicable requirements, rules and regulations. Under the direction of the Chairman, the Company Secretarys responsibilities include ensuring
good information flows within the Board and its committees and between senior management and Non-Executive Directors, as well as facilitating
orientation and assisting with professional development as required. The appointment and removal of the Company Secretary is a matter for the
Board as a whole. There are also in place procedures for Directors to take independent professional advice at the Companys expense.
51
Induction: The Company has an induction programme for newly appointed Directors to ensure that they meet with key executives, and are familiar
with the Group structure and the Companys businesses and operations. Upon the appointment of a Director, the Company provides a formal letter to
the Director setting out various administrative matters, and the Directors duties, obligations and expected time commitment.
Training: Ad hoc presentations to Directors are arranged as required to coincide with scheduled meetings; briefings on various matters are
routinely delivered at Board meetings. Directors also attend the annual two-day offsite Group Strategy Meeting. The Company facilitates offsite training for its Directors through attending external courses and seminars to update them on applicable new laws, regulations and changing
commercial risks as needed.
Meetings: The Board held nine Board meetings during the year ended 31 December 2014. The Companys bye-laws provide for Directors to
participate in Board meetings by telephone conference and similar communication methods, and for Board resolutions to be passed in writing,
including by electronic means. The Directors attendance at Board meetings, and at Audit Committee, Remuneration and Options Committee, and
Nominating Committee meetings (being the three Committees recommended under the Code of Corporate Governance), including attendance by
telephone conference and power of attorney during the year ended 31 December 2014, were as follows:
REMUNERATION AND
BOARD
AUDIT COMMITTEE
OPTIONS COMMITTEE
NOMINATING COMMITTEE
NUMBER OF MEETINGS
YUSUF ALIREZA
MILTON M. AU
IAIN FERGUSON BRUCE
ROBERT TZE LEUNG CHAN
IRENE YUN LIEN LEE
DAVID GORDON ELDON
LI RONGRONG
RICHARD PAUL MARGOLIS
CHRISTOPHER DALE PRATT (a)
4 (b)
2 (b)
EDWARD WALTER RUBIN (c)
ALAN HOWARD SMITH
Not applicable

Appointed on 3 June 2014
Appointed on 12 June 2014
(a)
(b)
(c)

The Remuneration and Options Committee also considered various matters by Resolution in Writing throughout the year.
52
Chairman and CEO: The posts of Chairman and Chief Executive Officer were held by separate persons throughout the year, who were not related
to each other.
The Board has agreed the division of responsibilities between the Chairman and Chief Executive Officer. The Chairmans responsibilities include
leadership of the business of the Group, and ensuring timely reporting to, and effective communication with, investors; leadership of the Board
and Board proceedings; ensuring that all Directors are properly briefed on issues arising at Board meetings and that they receive accurate, timely
and clear information; and ensuring, through the Board and the Company Secretary, that good corporate governance practices and procedures
are followed.
The Chief Executive Officers responsibilities include leadership of the management function, and day to day operations of the Group; implementing
Board approved strategies and objectives; developing long term Group strategies for endorsement by the Chairman and approval by the Board;
regularly reporting to the Board on the financial performance of the Group and adequacy of liquidity and capital; and monitoring and reviewing
the effectiveness of the risk management function, and the operations of the Corporate Risk Committee.
New Position - President: In 2014, we have established the new position of President, which is held by Mr. William James Randall. Mr.
Randalls responsibilities include developing with the Global Product Heads, the Groups customer strategy by product/region and leading business
development globally. Mr. Randall reports to Mr. Yusuf Alireza, our Chief Executive Officer.
Committees: The Board has established Audit, Nominating, and Remuneration and Options Committees (in accordance with the Code of
Corporate Governance), and Corporate Governance, Corporate Social Responsibility & Government Relations, and Investment and Capital Markets
Committees. During the year, a Risk Committee was also formed. Further details on each Committee are contained in the Companys website.
Appointments and Reappointments: The process by which a new Director is identified includes the Nominating Committee each year reviewing
the structure, size and composition (including the skills, knowledge and experience) required of the Board, and making recommendations as
appropriate to the Board with regard to any changes which may be required, and by the Chairman consulting individually with Directors on possible
candidates. Particulars of any proposed appointment are considered by the Nominating Committee, which submits a recommendation to the Board
for consideration.
The Nominating Committee also makes recommendations to the Board on Directors seeking re-election at General Meetings, having regard to their
performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required including, if applicable, as
an independent non-executive Director.
Assessments: Evaluation of the performance of the Board is conducted by each Director completing a questionnaire containing a wide
range of questions. The results are considered by the Nominating Committee, and submitted to the Board for consideration, together with any
recommendations on changes that may be required.
A similar performance assessment is conducted on the Audit, Nominating, and Remuneration and Options Committees.
The individual performance of Directors is assessed each year by the Chairman and the Lead Independent Director, taking into consideration each
Directors knowledge of the Groups businesses, attendance at Board meetings, time commitment to the Groups business, contributions to Board
proceedings and comprehension of issues considered, contributions made outside Board meetings, overall involvement with the Groups activities,
and competencies provided to the Board and the Group as a whole.
Other directorships: The Board does not feel that it is appropriate or necessary to set a limit on the number of listed company board appointments
which Directors may hold. Each Director will be expected to devote sufficient time as is necessary to discharge his or her duties as a Director, and
circumstances surrounding a Directors available time to devote to the Groups business will vary from person to person.
Furthermore, the annual evaluation of a Directors performance will take into account the Directors contribution both at and outside Board and
Committee meetings, and time spent on the Groups business; a Directors other directorships and principal commitments will also be taken
into account.
53
2. Audit Committee
The Audit Committee was comprised of five Directors at 31 December 2014, three being Independent Non-Executive Directors, including the
Chairman. At least two members of the Audit Committee, including the Chairman, have recent and relevant accounting or related financial
management expertise or experience, as recommended by the Code of Corporate Governance. The members of the Audit Committee at 31 December
2014 were Mr. Iain Ferguson Bruce (Chairman), Mr. Milton M. Au (Vice Chairman), Mr. Richard Samuel Elman, Ms. Irene Yun Lien Lee and Mr.
Christopher Dale Pratt.
Mr. Elman (the founder and Chairman of the Company) is a member of this Committee in view of his extensive knowledge of the operations and
history of the Group, and the benefits he is able to bring to discussions and deliberations on a wide range of topics considered by the Committee.
Members keep abreast of changes to accounting standards and issues impacting the financial statements by means of briefings from the external
auditors, and attendance as required at external seminars and conferences.
The key role of the Audit Committee is to assist the Board in meeting its responsibilities relating to financial accounting and reporting obligations;
oversight of the external and internal auditors and their work; and adequacy of internal controls and the risk management system.
During the year, the Committees deliberations included:
(i)
reviewing the annual audit plan of the external auditors;
(ii)
reviewing the results of the external auditors examination and its cost effectiveness;
(iii)
reviewing the Companys quarterly and annual year-end results announcements, the financial statements of the Company and the consolidated
financial statements of the Group before submission to the Board for approval of release of the results announcement to SGX;
(iv)
reviewing the co-operation given by the Companys officers to the external auditors;
(v)
reviewing the significant financial reporting issues and judgments so as to ensure the integrity of the financial statements of the Company and
any formal announcements relating to the Companys financial performance;
(vi)
reviewing the adequacy and effectiveness of the Companys internal controls and risk management policies and systems;
(vii) reviewing the effectiveness of the Companys internal audit function; and
(viii) making recommendations to the Board on the re-appointment and remuneration of the external auditors.
The Audit Committee reviews from time to time arrangements by which staff of the Company may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other matters. The Audit Committees objective in this regard is to ensure that arrangements are in
place for the independent investigation of such matters and for appropriate follow up actions.
The Audit Committee has explicit authority to investigate any matter within its terms of reference, has full access to and co-operation of management,
full discretion to invite any Director or executive officer to attend its meetings, and has reasonable resources to enable it to discharge its functions
properly. The Audit Committee meets with the external and internal auditors without the presence of management at least once a year.
The Audit Committee, having reviewed all non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of
such services would not affect the independence of the external auditors. The Audit Committee has recommended to the Board the nomination of the
auditors, Ernst & Young, for re-appointment at the forthcoming Annual General Meeting of the Company.
3. Remuneration and Options Committee
The members of the Remuneration and Options Committee as at 31 December 2014 were Mr. Alan Howard Smith (Chairman), Mr. Robert Tze
Leung Chan, Mr. Richard Samuel Elman and Mr. Christopher Dale Pratt. The majority of the Committee members, including the Chairman, are
Independent Non-Executive Directors. Mr. Elman (the founder and Chairman of the Company) has an extensive knowledge of the remuneration
requirements throughout the diverse operations of the Group, and provides valuable input into the remuneration deliberations and decisions of
the Committee.
The Committee reviews all matters concerning the remuneration of senior management, including the bonus schemes, to ensure that they are
competitive and sufficient to attract, retain and motivate personnel of the quality required to run the Company successfully.
54
The Executive Directors are paid a basic salary and a performance-related bonus. The remuneration policy for key management executives takes into
consideration the Companys performance and the responsibilities and performance of individual key management executives.
The Company has an incentive remuneration programme, designed to incentivise employees and reward those who, in the view of the Committee,
among other things demonstrate a sustained performance over a number of years, show that they possess skills and abilities which the Company
values and wishes to encourage, and indicate a potential for higher level promotion. All employees of the Group are eligible to participate in this
programme, which consists of an annual discretionary bonus, the amount and timing of which are determined annually by the Remuneration and
Options Committee. To further align the financial interests of senior managers with those of shareholders, the Company links incentive compensation
for senior management primarily to Group and divisional earnings. The Company may use additional role-specific measures, such as revenue
generation, profit margins and building organizational capability, for both senior management and other employees. Performance appraisals are
conducted for all employees yearly, and performance results are used to determine remuneration. Senior managers bonuses are paid partly in cash,
and partly in Company shares in lieu of cash.
4. Nominating Committee
The members of the Nominating Committee as at 31 December 2014 were Mr. David Gordon Eldon (Chairman and Lead Independent Director),
Ambassador Burton Levin (Vice Chairman), Mr. Richard Samuel Elman, Ms. Irene Yun Lien Lee and Mr. Alan Howard Smith. The majority of the
Committee members, including the Chairman (who is not associated with any substantial shareholder), are Independent Non-Executive Directors.
The Nominating Committee is responsible for evaluating and making recommendations to the Board on all Board appointments and
re-appointments. The Committee is also responsible for:
(i)
regularly reviewing the structure, size and composition of the Board, and recommending changes as necessary;
(ii)
conducting a formal assessment of the effectiveness of the Board and certain Committees, and the contribution by each Director to the
effectiveness of the Board;
(iii)
considering succession planning of Directors and other senior executives, including the key roles of Chairman and Chief Executive Officer;
(iv)
recommending to the Board annually which Directors are independent; and
(v)
determining expected time commitments from Directors in discharging their duties, and considering any limitations on listed company board
appointments which Directors may hold.
All Directors are required to submit themselves for re-election by shareholders at regular intervals pursuant to the provisions of the Companys
bye-laws.
5. Risk Committee
During the year, a Risk Committee was formed; the members of the Risk Committee as at 31 December 2014 were Mr. David Gordon Eldon
(Chairman and Lead Independent Director), Ms. Irene Yun Lien Lee, Mr. Richard Paul Margolis, Mr. Christopher Dale Pratt and Mr. Alan
Howard Smith.
The Risk Committee provides oversight of, and advice to the Board on, high level risk related matters and risk governance issues, other than those
relating to financial reporting matters covered by the Audit Committee; including, as appropriate, consideration of reputational, political and
operational risks.
6. Corporate Governance Committee

The members of the Corporate Governance Committee as at 31 December 2014 were Mr. David Gordon Eldon (Chairman and Lead Independent
Director), Mr. Robert Tze Leung Chan (Vice Chairman), Mr. Iain Ferguson Bruce, Mr. Li Rongrong and Mr. Richard Paul Margolis. The majority of
the Committee, including the Chairman, were Independent Non-Executive Directors. The Committees primary responsibility is to identify, monitor
and implement good corporate governance practices and procedures.
55
7.
Delegations of authority by the Board to Committees

The Board has delegated authority, including financial authorization and approval limits, to various Committees to make decisions on certain Board
matters. These include delegation of authority to the Audit Committee to approve the appointment and removal of the Head of Internal Audit, and the
external auditors remuneration and terms of engagement; to the Remuneration and Options Committee to approve Group remuneration policies and
certain individual remuneration packages; to the Corporate Social Responsibility & Government Relations Committee to approve sponsorship and
support for CSR related projects; and to the Investment and Capital Markets Committee to approve certain issues or redemptions of debt or equity
financing instruments, and investments and disposals. Material transactions and matters not covered by these delegations are put to the Board
for approval.
8. Disclosure on Remuneration
Directors Remuneration during the year
REMUNERATION BAND &
DIRECTORS
BASE/FIXED
ANNUAL
SHARE
BENEFITS IN
TOTAL
FEES %
SALARY %
BONUS %
INCENTIVE %
KIND %
62
38
100
YUSUF ALIREZA
27
71
100
35
63
100
MILTON M. AU
100
100
IAIN FERGUSON BRUCE
100
100
100
100
DAVID GORDON ELDON
100
100
IRENE YUN LIEN LEE
100
100
100
100
100
100
CHRISTOPHER DALE PRATT
100
100
EDWARD WALTER RUBIN (2)
100
100
ALAN HOWARD SMITH
100
100
NAME OF DIRECTORS
S$1,500,000 AND ABOVE
BELOW S$250,000
LI RONGRONG (1)
Fee waived
(1)
(2)
Remuneration of top five key management executives:

REMUNERATION BAND
56
NO. OF EXECUTIVES
S$1,500,000 AND ABOVE
BELOW S$1,499,999
In view of the highly competitive industry conditions and the sensitivity and confidentiality of remuneration matters, the Board is of the view
that detailed disclosure of the remuneration of the Directors, CEO and key management executives (including identification of the top five such
executives), and of any performance conditions applicable to incentive remuneration programmes, should not be made as recommended by the Code
of Corporate Governance; this would be disadvantageous to the interests of the Company and its subsidiaries as a whole.
Ms. Miriam Elman (who is Mr. Richard Elmans daughter) and Mr. Nicolas Ingram (who is Ms. Irene Lees son), who are employed within the Group,
received during the year remuneration within the band of S$100,000 to S$150,000. Save as disclosed, there are no employees whose remuneration
exceeds S$50,000 during the year who is an immediate family member of a director or the CEO of the Company.
Employee Share Schemes
As mentioned in the section on the Remuneration and Options Committee, the Company grants share options and remuneration share awards.
Details are set out in note 35 to the financial statements.
9. Internal controls
The Board is of the view that the Group has an adequate and effective system of internal controls which address financial, operational, and compliance
and information technology risks. This view is endorsed by the Audit Committee, and is based on the internal controls established and maintained by
the Group, work performed by the internal and external auditors, and reviews performed by management and various Committees.
The Board notes that the system of internal controls maintained by the Groups management provides reasonable, but not absolute, assurance
against material financial misstatements or loss, and includes the safeguarding of assets, the maintenance of proper accounting records, the
reliability of financial information, the compliance with appropriate legislation, regulation and best practices, and the identification and containment
of business risk. The Board further notes that no system of internal controls can provide absolute assurance against human errors including,
without limitation, errors in judgment in the course of decision-making. In addition, no such controls can provide absolute protection against fraud
or similar misconduct.
The Audit Committee reviews the adequacy of the Groups internal financial, operational, compliance and information technology controls, and risk
management policies and systems established by management. The Audit Committee also ensures that a review of the effectiveness of the Groups
internal controls is conducted at least annually. Where such review is carried out by the external auditors, the Audit Committee is required to satisfy
itself that the independence of the external auditors is not compromised by any other material relationship with the Group.
The Board has received an assurance from the CEO and CFO as well as the internal auditor that in their view:
i.
the Groups financial records have been properly maintained, and that the financial statements give a true and fair view of the Groups
operations and finances; and
ii.
the Group has an adequate and effective risk management and internal control system.
Further details of the Groups management of risk are set out in an earlier section of the Annual Report, and in the Notes to the Financial Statements.
10. Internal audit
The internal audit team reports findings and puts forward recommendations to management and to the Audit Committee.
(i)
The Companys internal auditors meet or exceed standards set by nationally or internationally recognised professional bodies including the
Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.
(ii)
The Audit Committee ensures that the internal audit function is adequately resourced and has appropriate standing within the Company.
(iii)
The Audit Committee, at least annually, ensures the adequacy of the internal audit function.
57
11. Shareholder communications

The Board is mindful of the obligation to provide timely and fair disclosure of material information in accordance with the SGX Corporate Disclosure
Policy. When relevant information on the Company is disseminated to SGX, such information is also made available on the Companys website at
www.thisisnoble.com. Financial results are reported quarterly.
The Board welcomes the views of shareholders on matters affecting the Company, whether at shareholders meetings or on an ad hoc basis. Present
at the Annual General Meeting are the Directors (including the chairmen or vice chairmen of the Audit, Remuneration and Options, and Nominating
Committees), senior management and the external auditors to address relevant queries from shareholders. Queries may also be raised with the
Director, Corporate Affairs via the Companys website.
Steps taken to solicit and understand the views of shareholders include regular meetings with investors, fund managers and analysts, attendance at
and participation in Investor Conferences, and responding to queries submitted to the Director, Corporate Affairs, via the Companys website.
The quarterly results presentation and conference call webcast, which is hosted by the CEO and senior executives, is open to anyone in any location
who wishes to take advantage of the toll free numbers offered to participate. A recording and transcript of the webcast is publicly available on Nobles
website at www.thisisnoble.com.
Investor Relations material is also accessible through Nobles free iPad App, and copies of all the latest equity research reports that Noble is aware of
are available on the Companys website without any access restrictions.
12. Dealings in securities
The Company has devised and adopted an internal compliance code to provide guidance to its directors, officers and employees on dealings in the
Companys securities, taking into account the principles and best practices on dealings in securities as contained in the SGX Listing Rules. Directors
and all staff are regularly informed that they must refrain from dealing in the securities of the Company during the periods commencing one month
before and up to the date of announcement of the Companys first, second, third quarter results and full-year results, or while in possession of
material price sensitive non-public information. They are also discouraged from dealing in the Companys securities on considerations of a short term
nature.
13. Interested Person Transactions
The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the Audit
Committee and that the transactions are conducted on an arms length basis and on normal commercial terms. There were no discloseable Interested
Person Transactions during the financial year under review.
14. Use of Proceeds
For the purposes of Rule 704(30) of the SGX Listing Manual, as at the date of this report there are no unutilised proceeds from any offerings of
securities previously made by the Company pursuant to Chapter 8 of the SGX Listing Manual.
15. Code of Conduct
The Company has a code of conduct that applies to all employees of the Group, and each of its subsidiaries Directors and officers. The code sets
out principles to guide employees, Directors and officers in carrying out their duties and responsibilities to the highest standards of personal and
corporate integrity when dealing with the Group, its customers, suppliers, competitors and the community.
The Company is committed to a high standard of ethical conduct; it has adopted and implemented a policy where employees may, in confidence, raise
concerns on possible corporate improprieties in matters of unlawful activity, policy or practices, suspected fraud, corruption, dishonest practices or
other matters. Any such concerns raised are investigated by either the Head of Internal Audit or the Group General Counsel, and recommended action
will be submitted to the CEO. A summary of the investigation report, and action taken, will be submitted to the Audit Committee for review.
58
16. Purchase, sale or redemption of listed securities

The purchases, sales or redemptions of the listed securities of the Company by the Company or any of its subsidiaries during the year are set out in
note 32 to the financial statements.
17. Events after the reporting period
Details of the post statement of financial position events of the Group are set out in note 43 to the financial statements.
18. Auditors
Ernst & Young retire and a resolution for their reappointment as auditors of the Company will be proposed at the forthcoming Annual
General Meeting.
19. Directors biographies
Richard Samuel Elman is the founder and Chairman of the Company. Mr. Elman first arrived in Asia during the mid-1960s from England and has
more than 50 years experience in the physical commodities industry. Prior to setting up the group in 1986, he spent 10 years with Phibro as Regional
Director of their Asia operations, including two years in New York as a Board Director. He is responsible for strategic issues facing the Company and to
ensure that it retains its focus on Shareholder value. Mr. Elman was first appointed as a Director of the Company on 6 April 1994 and was last
re-elected at the Annual General Meeting on 30 April 2013.
Yusuf Alireza is an Executive Director and Chief Executive Officer of the Company. Prior to joining Noble, Mr. Alireza was Co-President of Asia (ex
Japan) for Goldman Sachs and a member of that firms Global Management Committee. He joined Goldman in 1992 in New York, moved to London
in 1997 where his last position was Head of EMEA sales and structuring efforts. In mid 2008 he moved to Hong Kong to lead Goldmans Asia Pacific
securities division. Mr. Alireza also serves on the Global Board of Room to Read. Mr. Alireza has a joint undergraduate and graduate degree from
Georgetown Universitys School of Foreign Service. Mr. Alireza was first appointed as a Director of the Company on 16 April 2012 and was last
William James Randall is an Executive Director and President of the Company. Mr. Randalls career started with Noble Group in Australia in
February 1997, transferring to Asia in 1999 where he established Nobles coal operations, mining and supply chain management businesses. He served
as a Director of Noble Energy Inc before being appointed Global Head of Coal & Coke in 2006, and a member of the Noble Group internal management
Board in 2008. He was appointed an Executive Director and Head of Hard Commodities in 2012, prior to which he was Head of Energy Coal & Carbon
Complex. He holds a Bachelor degree in Business from the Australian Catholic University, majoring in international marketing and finance.
Mr. Randall was first appointed as a Director of the Company on 6 February 2012 and was last re-elected at the Annual General Meeting on 16 April 2014.
Milton M. Au is a Non-Executive Director of the Company. Mr. Au was, until December 2003, an Executive Director and the Chief Financial Officer
of the Company. He was also the Managing Director of Noble Grain from April 2001 to December 2002. Mr. Au has worked for a number of listed
companies including Hang Seng Bank Limited before he joined the Company in 1995. He holds a Bachelor of Commerce degree from the University
of Alberta in Canada and is a member of the Canadian Institute of Chartered Accountants. Mr. Au is also an Independent Non-Executive Director of
K. Wah International Holdings Limited, a publicly listed company in Hong Kong, and a Director of Hong Kong International Film Festival Society
Limited. Mr. Au was first appointed as a Director of the Company on 1 December 1995 and was last re-elected at the Annual General Meeting on 30
April 2012. He will retire by rotation at the forthcoming Annual General Meeting, and will not seek re-election.
59
19. Directors biographies (continued)

Iain Ferguson Bruce is an Independent Non-Executive Director of the Company. Mr. Bruce joined KPMG in Hong Kong in 1964 and was elected
to its partnership in 1971. He was the Senior Partner of KPMG from 1991 until his retirement in 1996 and served as Chairman of KPMG Asia Pacific
from 1993 to 1997. Since 1964, Mr. Bruce has been a member of the Institute of Chartered Accountants of Scotland, and is a fellow of the Hong Kong
Institute of Certified Public Accountants, with over 50 years international experience in accounting and consulting. He is a fellow of the Hong Kong
Institute of Directors and the Hong Kong Securities and Investment Institute. Mr. Bruce serves as an Independent Non-Executive Director on the
Boards of several publicly listed companies in Hong Kong, namely Goodbaby International Holdings Limited, Louis XIII Holdings Limited (formerly
known as Paul Y. Engineering Group Limited), Sands China Limited, Tencent Holdings Limited and Wing On Company International Limited. He is
also an Independent Non-Executive Director of Yingli Green Energy Holding Company Limited, a company whose shares are traded on the New York
Stock Exchange. He is an Independent Non-Executive Director of Citibank (Hong Kong) Limited and MSIG Insurance (Hong Kong) Limited, and
is the Chairman of KCS Limited. Mr. Bruce was first appointed as a Director of the Company on 9 April 2002, and was last re-elected at the Annual
General Meeting on 16 April 2014.
Robert Tze Leung Chan is an Independent Non-Executive Director of the Company. He is an experienced banker with 39 years experience in both
commercial and investment banking having worked in London, Malaysia and Singapore. He retired from United Overseas Bank at the end of 2011
after 35 years of service, 25 years of which he was the Chief Executive Officer of United Overseas Bank, Hong Kong. He is an Independent
Non-Executive Director of Hutchison Port Holdings Management Pte Limited, Quam Limited and Sibanye Gold Limited. He is Chairman and
Non-Executive Director of The Hour Glass (HK) Limited, and a Senior Adviser to Long March Capital Limited, a fund management company based in
Beijing and Shanghai in partnership with leading Chinese institutions including the CITIC Group. He is also a Director of Dalton Foundation Limited.
He holds degrees in Bachelor of Science (Econ) Hons. and Master of Business Administration, and is a Fellow of the Hong Kong Institute of Directors.
Mr. Chan was first appointed as a Director of the Company on 16 August 1996 and was last re-elected at the Annual General Meeting on 30 April 2013.
He will be seeking re-election to the Board of Directors of the Company at the forthcoming Annual General Meeting.
David Gordon Eldon is the Lead Independent Director of the Company. He retired as Chairman of The Hongkong and Shanghai Banking
Corporation Limited, and as a main Board Director of HSBC Holdings plc, in 2005 after 37 years with the HSBC Group, all of which were spent in
the Middle and Far East. He is currently Non-Executive Chairman of HSBC Bank Middle East Limited, of HSBC Bank Oman S.A.O.G., and Chair
of HSBCs Global Commercial Banking Risk Committee. He was previously Non-Executive Chairman of the Dubai International Financial Centre
Authority (DIFCA), and is presently a member of the DIFCA Higher Board. He is a Past Chairman of the Hong Kong General Chamber of Commerce.
Mr. Eldon was a Consultant for the Korea National Competitiveness Council - Office of the President, as well as being a Founding Member and Past
Chairman of the Seoul International Business Advisory Council. He is Chairman of the Advisory Board of Asiya Investments, a Middle East based
investment house operating in Asia, and Adviser to Singapore based Southern Capital Group and Hong Kong based New Lily International Ltd., as
well sitting on the Advisory Board of Alexander Proudfoot. In addition he has a number of Government and community appointments in Hong Kong
and overseas. Mr. Eldon is a Fellow of the Chartered Institute of Bankers, and was conferred an Honorary Doctor of Business Administration by the
City University of Hong Kong in November 2003. He was named the DHL/SCMP Hong Kong Business Person of the Year for 2003, and in 2004 was
awarded the Gold Bauhinia Star by the Government of the Hong Kong SAR. In 2005 he was made a Commander of the Order of the British Empire
for his contribution to banking, and awarded Honorary Citizenship of Seoul in recognition of his work for the city. He was awarded the Asian Banker
Lifetime Achievement Award in 2006, and received an Honorary Doctorate from the Hong Kong Academy for Performing Arts in 2011. Mr. Eldon is a
Justice of the Peace. He was first appointed as a Director of the Company on 1 January 2007 and was last re-elected at the Annual General Meeting on
30 April 2013.
Irene Yun Lien Lee is an Independent Non-Executive Director of the Company. Ms. Lee is the Executive Chairman of Hysan Development
Company Limited, an Independent Non-Executive Director of Cathay Pacific Airways Limited, CLP Holdings Limited and Hang Seng Bank Limited
(all listed on the Hong Kong Stock Exchange); and is an Independent Non-Executive Director of The Hongkong and Shanghai Banking Corporation
Limited. She has held senior positions with a number of global financial institutions involved in investment banking and funds management over the
past thirty years. She has been an Executive Director of Citicorp Investment Bank Limited in New York, London and Sydney; and Head of Corporate
Finance at Commonwealth Bank of Australia and Chief Executive Officer of Sealcorp Holdings Limited, both based in Sydney. She also served as a
member of the Australian Government Takeovers Panel and numerous listed and unlisted companies in Australia. Ms. Lee holds a Bachelor of Arts
Degree from Smith College, United States of America, and is a Barrister-at-Law in England and Wales and a member of the Honourable Society of
Grays Inn, United Kingdom. Ms. Lee was first appointed as a Director of the Company on 1 March 2012 and was last re-elected at the Annual General
Meeting on 30 April 2012. She will be seeking re-election to the Board of Directors of the Company at the forthcoming Annual General Meeting.
60
19. Directors biographies (continued)

Ambassador Burton Levin is an Independent Non-Executive Director of the Company. He has more than 38 years experience in the diplomatic
service for the United States of America in Asia. Ambassador Levin is an advisor to Sit Investment Associates and also the Chairman Emeritus of
the Hopkins-Nanjing center. He holds a Bachelor of Arts degree from Brooklyn College and a Master of International Affairs degree from Columbia
University, the United States of America. Ambassador Levin was first appointed as a Director of the Company on 16 August 1996 and was last
Li Rongrong is a Non-Executive Director of the Company. Mr. Li served as Chairman of the State-owned Assets Supervision and Administration
Commission of the State Council of the Peoples Republic of China (2003-2010) and Chairman of State Economic and Trade Commission of the
Peoples Republic of China (2001-2003). Mr. Li was first appointed as a Director of the Company on 3 May 2011 and was last re-elected at the Annual
General Meeting on 30 April 2012. He will retire by rotation at the forthcoming Annual General Meeting, and will not seek re-election.
Richard Paul Margolis is an Independent Non-Executive Director of the Company. Mr. Margolis is a former diplomat, investment banker and
businessman with more than 30 years experience in Greater China. He currently holds senior advisory roles with the Holdingham Group, Rothschild
(Investment Bank) and Milestone Capital. Subsequent to his diplomatic service with the Foreign and Commonwealth Office in London, Beijing, Paris
and Hong Kong, Mr. Margolis pursued a private sector career in Hong Kong. He was Managing Director, Corporate Finance at Smith New Court Far
East, and Head of Strategy and Planning for Asia Pacific at Merrill Lynch. Mr. Margolis served on the boards of China Oilfield Services, Hsin Chong
Construction (both listed on the Hong Kong Stock Exchange) and Bank of China International Investment Management Company; and was a member
of the Hong Kong Stock Exchange Listing Committee and the Hong Kong Securities and Futures Commission Advisory Committee. From 2003 to
2011, he was the Regional Director, North East Asia for Rolls-Royce. Mr. Margolis was awarded the CBE (Commander of the Order of the British
Empire) in 2011 for services to British business in China. Mr. Margolis was first appointed as a Director of the Company on 20 June 2013 and was last
Christopher Dale Pratt is an Independent Non-Executive Director of the Company. Mr. Pratt was the Executive Chairman of Swire Pacific Ltd
from February 2006 until his retirement in March 2014. He was also Chairman of Cathay Pacific Airways Limited, Hong Kong Aircraft Engineering
Company Limited, John Swire & Sons (H.K.) Limited and Swire Properties Limited, and a Director of Swire Beverages Limited, Air China Limited
and The Hongkong and Shanghai Banking Corporation Limited. He joined the Swire group in 1978 and has worked with the group in Hong Kong,
Australia and Papua New Guinea. Mr. Pratt was awarded the CBE (Commander of the Order of the British Empire) in 2000 for Services to the
Community in Papua New Guinea. Mr. Pratt is an Independent Non-Executive Director of Johnson Electric Holdings Limited, PureCircle Limited
and the Grosvenor Group. Mr. Pratt was first appointed as a Director of the Company on 3 June 2014 and will be seeking re-election to the Board of
Directors of the Company at the forthcoming Annual General Meeting.
Alan Howard Smith is an Independent Non-Executive Director of the Company. Mr. Smith was the Vice Chairman - Pacific Region of Credit Suisse
First Boston, Hong Kong (CSFB) from 1997 until he retired in 2001. Before joining CSFB, he was the Chairman from 1994 to 1996 and Managing
Director from 1983 to 1994 of the Jardine Fleming Group, which he joined in 1972. He graduated with an LLB (Hons) degree from Bristol University
in 1964, and was admitted as a Solicitor in England in 1967, and in Hong Kong in 1970. Mr. Smith is a Director of Genting Hong Kong Limited,
Guangdong Land Holdings Limited (formerly known as Kingway Brewery Holdings Limited) and Wheelock and Company Limited. He was Asian
Finance Banker of the Year and was twice elected to the Council of the Stock Exchange of Hong Kong. Mr. Smith was first appointed as a Director of
the Company on 22 March 2002 and was last re-elected at the Annual General Meeting on 30 April 2013.
20. Key management staff biographies
The key management staff are Richard Samuel Elman, Yusuf Alireza and William James Randall, whose biographies are given in the section above.
ON BEHALF OF THE BOARD
Chairman
26 February 2015
61
FINANCIAL SUMMARY
The table set out below summarises the consolidated results of the Group for each of the 10 years ended 31 December, as extracted from the audited
financial statements of the Group.
Income Statement
Year ended 31 December
2014
2013
2012
US$000
US$000
US$000
(RESTATED)
REVENUE
PROFIT FROM OPERATING ACTIVITIES
85,816,088
82,383,151
94,045,115
455,905
867,158
464,456
SHARE OF PROFITS AND LOSSES OF:

JOINT VENTURES
ASSOCIATES
PROFIT BEFORE TAX FROM CONTINUING OPERATIONS
TAXATION
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS
NET LOSS FOR THE YEAR FROM AGRICULTURAL DISCONTINUED OPERATIONS
PROFIT FOR THE YEAR
(3,192)
1,075
(13,957)
(175,050)
(107,945)
(14,820)
277,663
760,288
435,679
(35,736)
(39,944)
29,136
241,927
720,344
464,815
(109,403)
(481,870)
132,524
238,474
464,815
132,031
243,477
471,288
493
(5,003)
(6,473)
132,524
238,474
464,815
ATTRIBUTABLE TO:
Assets and Liabilities

31 December
2014
2013
2012
US$000
US$000
US$000
(RESTATED)
TOTAL ASSETS
TOTAL LIABILITIES
62
20,002,360
19,712,081
19,703,755
(14,938,395)
(14,545,170)
(14,545,708)
(6,864)
(10,091)
(42,291)
SHAREHOLDERS EQUITY
5,057,101
5,156,820
5,115,756
2011
2010
2009
2008
2007
2006
2005
US$000
US$000
US$000
US$000
US$000
US$000
US$000
80,732,072
56,696,058
31,183,114
36,090,161
23,497,142
13,765,433
11,690,929
517,984
729,376
644,936
691,783
306,837
172,691
253,626
(12,013)
(478)
(4,189)
5,802
1,636
(3,670)
7,687
(2,610)
(5,981)
(20,597)
(21,609)
(5,203)
351
2,857
503,361
722,917
620,150
675,976
303,270
169,372
264,170
(63,645)
(115,868)
(65,020)
(96,238)
(44,785)
(35,932)
(24,174)
439,716
607,049
555,130
579,738
258,485
133,440
239,996
439,716
607,049
555,130
579,738
258,485
133,440
239,996
431,330
605,560
556,010
577,279
258,121
134,512
231,883
8,386
1,489
(880)
2,459
364
(1,072)
8,113
439,716
607,049
555,130
579,738
258,485
133,440
239,996
2011
2010
2009
2008
2007
2006
2005
US$000
US$000
US$000
US$000
US$000
US$000
US$000
(RESTATED)
(RESTATED)
(RESTATED)
(RESTATED)
19,942,823
17,337,549
10,655,022
8,152,624
6,709,878
3,811,409
2,847,824
(14,652,668)
(12,906,360)
(7,616,828)
(6,291,756)
(5,152,100)
(2,847,792)
(1,992,118)
(703,091)
(458,212)
(82,757)
(9,723)
(8,205)
(6,151)
(6,469)
4,587,064
3,972,977
2,955,437
1,851,145
1,549,573
957,466
849,237
63
INDEPENDENT AUDITORS REPORT
To the shareholders of Noble Group Limited

(Incorporated in Bermuda with limited liability)
We have audited the consolidated financial statements of Noble Group Limited (the Company) and its subsidiaries (together, the Group) set out on pages
65 to 150 , which comprise the consolidated and company statements of financial position as at 31 December 2014, and the consolidated income statement,
the consolidated statement of comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the
year then ended, and a summary of significant accounting policies and other explanatory information.
Directors responsibility for the consolidated financial statements
The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with
International Financial Reporting Standards issued by the International Accounting Standards Board, and for such internal control as the directors determine
is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Our report is made solely to you, as a body, in
accordance with Section 90 of the Bermuda Companies Act 1981, and for no other purpose. We do not assume responsibility towards or accept liability
to any other person for the contents of this report.
We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those
standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The
procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entitys preparation of
consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2014,
and of the Groups profit and cash flows for the year then ended in accordance with International Financial Reporting Standards.
Certified Public Accountants

Hong Kong
26 February 2015
64
CONSOLIDATED INCOME STATEMENT
YEAR ENDED 31 DECEMBER 2014
2014
2013
US$000
US$000
NOTES
(RESTATED)
REVENUE
85,816,088
82,383,151
COST OF SALES AND SERVICES
(84,325,248)
(80,798,822)
1,490,840
1,584,329
(290,127)
(46,229)
OPERATING INCOME FROM SUPPLY CHAINS

LOSSES ON SUPPLY CHAIN ASSETS, NET
SHARE OF PROFITS AND LOSSES OF:

JOINT VENTURES
16
(3,192)
1,075
ASSOCIATES
17
(175,050)
(107,945)
1,022,471
1,431,230
TOTAL OPERATING INCOME

OTHER INCOME NET OF OTHER EXPENSES
817
(6,241)
SELLING, ADMINISTRATIVE AND OPERATING EXPENSES
(565,077)
(479,759)
458,211
945,230
PROFIT BEFORE INTEREST AND TAX

FINANCE INCOME
55,777
26,464
FINANCE COSTS
(236,325)
(211,406)
277,663
760,288
(35,736)
(39,944)
241,927
720,344
(109,403)
(481,870)
132,524
238,474
132,031
243,477
493
(5,003)
132,524
238,474

TAXATION
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS

NET LOSS FOR THE YEAR FROM AGRICULTURAL DISCONTINUED OPERATIONS
PROFIT FOR THE YEAR

ATTRIBUTABLE TO:
Earnings/(loss) per share attributable to ordinary equity holders of the parent

AGRICULTURAL DISCONTINUED
NOTE
OPERATIONS
GROUP
2014
2013
2014
2013
2014
2013
US$
US$
US$
US$
US$
US$
(RESTATED)
(RESTATED)
BASIC
0.0332
0.1096
(0.0172)
(0.0756)
0.0160
0.0340
DILUTED
0.0328
0.1089
(0.0170)
(0.0752)
0.0158
0.0337
The accounting policies and explanatory notes on pages 74 to 150 form an integral part of the financial statements.
65
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AGRICULTURAL DISCONTINUED
OPERATIONS
2014
2013
2014
2013
US$000
US$000
US$000
US$000
(RESTATED)
PROFIT/(LOSS) FOR THE YEAR
(RESTATED)
241,927
720,344
(109,403)
(107,270)
(55,810)
643
(160)
47,198
10,825
(2,208)
(1,869)
-
(481,870)
OTHER COMPREHENSIVE INCOME/(LOSS)

NET OTHER COMPREHENSIVE INCOME/(LOSS) TO BE RECLASSIFIED
TO PROFIT OR LOSS IN SUBSEQUENT PERIODS:
CASH FLOW HEDGES:
NET GAINS/(LOSSES) ARISING DURING THE YEAR
NET GAINS/(LOSSES) TRANSFERRED TO THE INCOME STATEMENT
SHARE OF GAINS/(LOSSES) ON CASH FLOW HEDGE OF A JOINT VENTURE
SHARE OF LOSSES ON CASH FLOW HEDGE OF ASSOCIATES
INCOME TAX IMPACT
NET LOSSES ON CASH FLOW HEDGES AFTER TAX
25,348
(21,266)
(74,561)
(6,344)
(1,609)
(2,041)
(109,285)
(72,595)
(3,174)
(4,070)
(1,594)
(930)
(292)
1,553
386
10
16,811
5,000
15,603
4,080
(292)
1,553
(9,243)
(56,881)
(19,319)
(12,126)
(102,925)
(125,396)
(22,785)
(14,643)
139,002
594,948
(132,188)
(496,513)
139,692
594,976
(133,957)
(490,440)
(690)
(28)
1,769
(6,073)
139,002
594,948
(132,188)
(496,513)
REVALUATION OF LONG TERM EQUITY INVESTMENTS:

NET CHANGE IN FAIR VALUE DURING THE YEAR
NET LOSSES ON DISPOSAL TRANSFERRED TO THE INCOME STATEMENT
IMPAIRMENT TRANSFERRED TO THE INCOME STATEMENT (NOTE 19)
EXCHANGE DIFFERENCES ON TRANSLATION OF FOREIGN OPERATIONS

OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF TAX
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, NET OF TAX
ATTRIBUTABLE TO:
66
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2014
2014
2013
NOTES
US$000
US$000
PROPERTY, PLANT AND EQUIPMENT
11
895,467
2,876,432
MINE PROPERTIES
12
43,398
112,800
INTANGIBLE ASSETS
13
354,038
771,768
INVESTMENTS IN JOINT VENTURES
16
300,543
149,321
INVESTMENTS IN ASSOCIATES
17
2,014,425
1,064,862
19
51,106
81,337
20
460,912
21
259,932
284,264
30
209,326
213,548
4,128,235
6,015,244
1,055,952
NON-CURRENT ASSETS
LONG TERM EQUITY INVESTMENTS

AGRICULTURAL ASSETS
LONG TERM LOANS
DEFERRED TAX ASSETS
TOTAL NON-CURRENT ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS
22
903,822
TRADE RECEIVABLES
23
3,704,142
3,138,256
PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
24
8,729,846
6,331,789
INVENTORIES
25
2,287,076
3,089,969
24,623
80,871
15,649,509
13,696,837
224,616
15,874,125
13,696,837
TAX RECOVERABLE
ASSETS IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
18
TOTAL CURRENT ASSETS

CURRENT LIABILITIES
TRADE AND OTHER PAYABLES AND ACCRUED LIABILITIES
26
10,875,016
8,284,197
BANK DEBTS
27
440,141
1,586,446
CONVERTIBLE BONDS
28
364,926
SENIOR NOTES
29
597,791
98,007
13,257
77,300
11,926,205
10,410,876
4,471
TOTAL CURRENT LIABILITIES
11,930,676
10,410,876
NET CURRENT ASSETS
3,943,449
3,285,961
TOTAL ASSETS LESS CURRENT LIABILITIES
8,071,684
9,301,205
TAX PAYABLE
LIABILITIES IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
18
67
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(CONTINUED) 31 DECEMBER 2014
NOTES
2014
2013
US$000
US$000
NON-CURRENT LIABILITIES
BANK DEBTS
27
718,101
1,280,290
SENIOR NOTES
29
2,214,926
2,810,833
DEFERRED TAX LIABILITIES
30
74,692
43,171
3,007,719
4,134,294
5,063,965
5,166,911
TOTAL NON-CURRENT LIABILITIES

NET ASSETS
EQUITY
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
ISSUED CAPITAL
32
SHARE PREMIUM
TREASURY SHARES
CAPITAL SECURITIES
31
RESERVES
RESERVES IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
18
RETAINED PROFITS
216,357
213,850
2,049,617
2,007,083
(31,272)
397,547
344,891
(379,418)
(291,420)
5,609
2,767,389
2,913,688
5,057,101
5,156,820
3,858
10,091
3,006
6,864
10,091
5,063,965
5,166,911
NON-CONTROLLING INTERESTS ATTRIBUTABLE TO SUBSIDIARIES

CLASSIFIED AS HELD FOR SALE
18
TOTAL EQUITY
Director Director
68
THIS PAGE INTENTIONALLY LEFT BLANK
69
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

RESERVES
SHARE-
NOTES
AT 1 JANUARY 2013
PROFIT FOR THE YEAR
BASED
SHARE
CAPITAL
SHARE
SHARE
TREASURY
CAPITAL
PAYMENT
OPTION
REDEMPTION
CAPITAL
CAPITAL
PREMIUM
SHARES
SECURITIES
RESERVE
RESERVE
RESERVE
RESERVE
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
209,489
1,886,589
(31,272)
344,891
(119,689)
67,985
6,237
11,693
426
7,633
3,766
108,563
(68,250)
OTHER COMPREHENSIVE INCOME

FOR THE YEAR, NET OF TAX:
TOTAL COMPREHENSIVE INCOME,
NET OF TAX
DISPOSAL OF SUBSIDIARIES
15
ISSUE OF SHARES ON EXERCISE OF

SHARE OPTIONS
SHARE-BASED PAYMENT
EQUITY-SETTLED SHARE OPTION
-
29,020
SCRIP DIVIDEND
EXPENSES
10
169
4,298
CASH DIVIDEND
10
213,850
2,007,083
(31,272)
344,891
(187,939)
97,005
6,237
11,693
CAPITAL SECURITIES DIVIDEND

AT 31 DECEMBER 2013 AND
1 JANUARY 2014
PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF TAX:
TOTAL COMPREHENSIVE INCOME,
NET OF TAX
HELD FOR SALE OPERATION
18
7, 15
397,547
(344,891)
(11,693)
1,033
18,398
832
5,360
31,272
42,648
ISSUE OF CAPITAL SECURITIES

REDEMPTION OF CAPITAL
SECURITIES
REDEMPTION OF CONVERTIBLE
BONDS
ISSUE OF SHARES ON EXERCISE OF
SHARE OPTIONS
SHARE-BASED PAYMENT
EQUITY-SETTLED SHARE OPTION
19,356
SCRIP DIVIDEND
EXPENSES
10
642
18,776
CASH DIVIDEND
10
SPECIAL CASH DIVIDEND
10
216,357
2,049,617
397,547
(145,291)
116,361
6,237

ACQUISITION OF
AT 31 DECEMBER 2014
70
NONCONTROLLING
INTERESTS
ATTRIBUTABLE
CASH
LONG TERM
RESERVES IN
TO
ACQUISITION
SUBSIDIARIES
SUBSIDIARIES
FLOW
INVESTMENT
EXCHANGE
OF NON-
CLASSIFIED
HEDGING
REVALUATION
FLUCTUATION
CONTROLLING
AS HELD
RETAINED
NON-
CLASSIFIED
CONTROLLING
AS HELD FOR
RESERVE
RESERVE
RESERVE
INTERESTS
FOR SALE
PROFITS
TOTAL
TOTAL
INTERESTS
SALE
EQUITY
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
(135,282)
(12,241)
62,598
5,039
2,819,719
5,115,756
42,291
5,158,047
243,477
243,477
(5,003)
238,474
(76,665)
5,633
(67,909)
(138,941)
(1,098)
(140,039)
(76,665)
5,633
(67,909)
243,477
104,536
(6,101)
98,435
411
411
(26,099)
(25,688)
8,059
8,059
44,079
44,079
29,020
29,020
(4,467)
(115,291)
(115,291)
(115,291)
(29,750)
(29,750)
(29,750)
(211,947)
(6,608)
(4,900)
5,039
2,913,688
5,156,820
10,091
5,166,911
132,031
132,031
493
132,524
(112,459)
15,311
(29,148)
(126,296)
586
(125,710)
(112,459)
15,311
(29,148)
132,031
5,735
1,079
6,814
(570)
(5,039)
5,609
(3,006)
3,006
22,100
(1,026)
(27,478)
12,138
5,734
(5,267)
467
397,547
397,547
(5,109)
(350,000)
(350,000)
11,693
19,431
19,431
80,112
80,112
19,356
19,356
(19,418)
(34,379)
(34,379)
(34,379)
(202,255)
(202,255)
(202,255)
(28,862)
(28,862)
(28,862)
(12,138)
(12,138)
961
(11,177)
(302,306)
7,677
(62,096)
5,609
2,767,389
5,057,101
3,858
3,006
5,063,965
71
CONSOLIDATED STATEMENT OF CASH FLOWS
2014
2013
US$000
US$000
NOTES
(RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES

PROFIT/(LOSS) BEFORE TAX
FROM CONTINUING OPERATIONS
FROM AGRICULTURAL DISCONTINUED OPERATIONS
81,076
245,747
874,022
791,448
955,098
1,037,195
34(B)
(1,776,201)
(344,771)
(264,000)
60,633
76,718
45,476
(95,355)
6,938
(1,103,740)
805,471
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

INCREASE IN WORKING CAPITAL
760,288
(514,541)
34(A)
TOTAL
ADJUSTMENTS TO PROFIT BEFORE TAX
277,663
(196,587)
NET DECREASE/(INCREASE) OF CASH BALANCES WITH FUTURES BROKERS

NOT IMMEDIATELY AVAILABLE FOR USE IN THE BUSINESS OPERATIONS
INTEREST RECEIVED
TAXES REFUNDED/(PAID)
NET CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES
NET CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
34(C)
1,861,641
(510,911)
NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
34(D)
(1,171,376)
76,845
(413,475)
371,405
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
(1,793)
(5,932)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
969,544
604,071
CASH AND CASH EQUIVALENTS AT END OF YEAR
554,276
969,544
NET FOREIGN EXCHANGE DIFFERENCES
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS

BANK BALANCES AND SHORT TERM TIME DEPOSITS
22
357,695
758,901
CASH BALANCES WITH FUTURES BROKERS
22
546,127
297,051
903,822
1,055,952
862
(350,408)
(86,408)
554,276
969,544
CASH AND CASH EQUIVALENTS AS STATED IN THE STATEMENT OF

FINANCIAL POSITION
CASH BALANCES ATTRIBUTABLE TO SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
LESS: CASH BALANCES WITH FUTURES BROKERS NOT IMMEDIATELY
AVAILABLE FOR USE IN THE BUSINESS OPERATIONS
22
CASH AND CASH EQUIVALENTS AS STATED IN THE STATEMENT OF CASH FLOWS
72
STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2014
2014
2013
NOTES
US$000
US$000
INVESTMENTS IN SUBSIDIARIES
14
791,066
722,978
16
5,701
17
49,081
13,679
LONG TERM EQUITY INVESTMENTS
19
1,625
2,911
841,772
745,269
NON-CURRENT ASSETS
TOTAL NON-CURRENT ASSETS

CURRENT ASSETS
22
111,346
489,813
DUE FROM SUBSIDIARIES
14
8,503,764
9,270,409
PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
24
151,889
36,567
8,766,999
9,796,789
1,777,003
TOTAL CURRENT ASSETS

CURRENT LIABILITIES
DUE TO SUBSIDIARIES
14
1,887,750
OTHER PAYABLES AND ACCRUED LIABILITIES
26
377,374
352,083
BANK DEBTS
27
207,998
1,073,345
CONVERTIBLE BONDS
28
364,926
SENIOR NOTES
29
597,791
98,007
TOTAL CURRENT LIABILITIES
3,070,913
3,665,364
NET CURRENT ASSETS
5,696,086
6,131,425
6,537,858
6,876,694
TOTAL ASSETS LESS CURRENT LIABILITIES

NON-CURRENT LIABILITIES
BANK DEBTS
27
632,412
463,445
SENIOR NOTES
29
2,214,926
2,810,833
2,847,338
3,274,278
3,690,520
3,602,416
TOTAL NON-CURRENT LIABILITIES

NET ASSETS
EQUITY
ISSUED CAPITAL
32, 33
216,357
213,850
SHARE PREMIUM
33
2,049,617
2,007,083
33
(31,272)
31, 33
397,547
344,891
RESERVES
33
(104,198)
(172,354)
RETAINED PROFITS
33
1,131,197
1,240,218
3,690,520
3,602,416
TREASURY SHARES
CAPITAL SECURITIES
TOTAL EQUITY
Director Director
73
NOTES TO FINANCIAL STATEMENTS
1.
31 DECEMBER 2014
CORPORATE INFORMATION AND APPROVAL OF THE FINANCIAL STATEMENTS

Noble Group Limited (Noble or the Company) is a limited liability company incorporated in Bermuda. The registered office of Noble is located at
Clarendon House, Church Street, Hamilton HM 11, Bermuda.
The principal activities of the Companys subsidiaries, joint ventures and associates comprise managing a global supply chain of industrial and energy
products, as well as having a 49% interest in NAL, its agricultural partnership with COFCO; and managing a diversified portfolio of essential raw
materials, integrating the sourcing, marketing, processing, financing and transportation of those materials.
During the year, the Group owned and managed including a portfolio of strategic assets, with interests in coal and iron ore mines, fuel terminals and
storage facilities, vessels and other key infrastructure facilities. The disposal of NAL on 30 September 2014, previously held strategic assets including
grain crushing facilities, sugar and ethanol plants.
The Group operates over 60 offices worldwide and employed over 1,900 (2013: over 15,000) employees as at 31 December 2014.
The consolidated financial statements of the Company for the year ended 31 December 2014 were approved and authorised for issue in accordance
with a resolution of the board of directors on 26 February 2015.
2.1 BASIS OF PRESENTATION AND PREPARATION

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), which also include all
International Accounting Standards (IASs) and Interpretations approved by the International Accounting Standards Board (the IASB), and the
requirements of the Listing Rules of The Singapore Exchange Securities Trading Limited (the SGX-ST). All new and revised IFRSs which became
effective for the year ended 31 December 2014, together with the relevant transitional provisions, have been adopted by the Group in the preparation
of the financial statements.
The financial statements have been prepared using the historical cost convention, except for the periodic re-measurement to fair value of certain items
as explained in note 2.4 below.
These financial statements are presented in United States dollars and all values are rounded to the nearest thousand except where
otherwise indicated.
2.2 IMPACT OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
The Group has adopted the following new and revised IFRSs for the first time for the current years financial statements.
IFRS 10, IFRS 12 and
IAS 27 (Revised) Amendments
IAS 32 Amendments

Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities
and IAS 27 Separate Financial Statements Investment Entities
Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and
Financial Liabilities
IAS 39 Amendments

Amendments to IAS 39 Financial Instruments: Recognition and Measurement Novation of Derivatives and
Continuation of Hedge Accounting
IFRIC 21* Levies

Improvements to IFRSs 2010-2012 and 2011-2013 Cycles:
IFRS 2*
IFRS 3*
Accounting for Contingent Consideration in a Business Combination
IFRS 13*
Short-term Receivables and Payables
IFRS 1*
Meaning of Effective IFRSs*
74
Definition of Vesting Condition
This has had no material financial impact to the Group
2.2 IMPACT OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
(a)
The principal effects of adopting IFRS 10, IFRS 12 and IAS 27 Amendments are as follows:
Amendments to IFRS 10 include a definition of an investment entity and provide an exception to the consolidation requirement for entities that
meet the definition of an investment entity. Investment entities are required to account for subsidiaries at fair value through profit or loss in
accordance with IFRS 9 rather than consolidate them. Consequential amendments were made to IFRS 12 and IAS 27 (2011). The amendments
to IFRS 12 also set out the disclosure requirements for investment entities. These amendments have no impact on the Group as the Company is
not an investment entity as defined in IFRS 10.
(b)
The principal effects of adopting IAS 32 Amendments are as follows:

The IAS 32 Amendments clarify the meaning of currently has a legally enforceable right to setoff for offsetting financial assets and financial
liabilities. The amendments also clarify the application of the offsetting criteria in IAS 32 to settlement systems (such as central clearing house
systems) which apply gross settlement mechanisms that are not simultaneous. The amendments have no material impact on the financial
position or performance of the Group as detailed in note 37.
(c)
The principal effects of adopting IAS 39 Amendments are as follows:

These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument
meets certain criteria and retrospective application is required. These amendments have no impact on the Group as the Group has not novated
its derivatives during the current or prior periods.
(d)
The principal effects of adopting IFRIC 21 Amendments are as follows:

IFRIC 21 clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by the relevant legislation,
occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated
before the specified minimum threshold is reached. Retrospective application is required for IFRIC 21. This interpretation has no impact on
the Group as it has applied the recognition principles under IAS 37 Provisions, Contingent Liabilities and Contingent Assets consistent with the
requirements of IFRIC 21 in prior years.
2.3 ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS
The Group has not applied the following new and revised IFRSs, that have been issued but are not yet effective, in these financial statements.
IFRS 9
Financial Instruments 4
IFRS 10 and IAS 28 (2011) Amendments
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
IFRS 11 Amendments
Amendments to IFRS 11 Joint Arrangements Accounting for Acquisitions of Interests 2
IFRS 14
Regulatory Deferral Accounts 5
IFRS 15
Revenue from Contracts with Customers 3
IAS 16 and IAS 38 Amendments
Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of
Depreciation and Amortisation 2
IAS 16 and IAS 41 Amendments
Amendments to IAS 16 and IAS 41 Bearer Plants 2
IAS 19 Amendments
Amendments to IAS 19 Employee Benefits Defined Benefit Plans:
Employee Contributions 1
Improvements to IFRSs 2012-2014 Cycles

Effective for annual periods beginning on or after 1 July 2014
Effective for annual periods beginning on or after 1 January 2016
Effective for an entity that first adopts IFRSs for its annual financial statements beginning on or after 1 January 2016 and therefore is not
applicable to the Group
2
3
75
31 DECEMBER 2014
2.3 ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
In July 2014, the IASB issued the final version of IFRS 9 which brings together all phases of the financial instruments project to replace IAS 39
Financial Instruments and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement,
impairment, and hedge accounting. The Group expects to adopt IFRS 9 from 1 January 2018. The Group expects that the adoption of IFRS 9 will have
an impact on the classification and measurement, impairment, and hedge accounting of the Groups financial assets. Further information about the
impact will be available nearer the implementation date of the standard.
The amendments to IFRS 10 and IAS 28 (2011) address an inconsistency between the requirements in IFRS 10 and in IAS 28 (2011) in dealing with
the sale or contribution of assets between an investor and its associate or joint venture. The amendments require the full recognition of a gain or loss
when the sale or contribution of assets between an investor and its associate or joint venture constitutes a business. For a transaction involving assets
that do not constitute a business, the gain or loss resulting from the transaction is recognised in the investors profit or loss only to the extent of the
unrelated investors interest in that associate or joint venture. The amendments are to be applied prospectively. The amendments are not expected to
have any material impact on the financial position or performance of the Group upon adoption on 1 January 2016.
The amendments to IFRS 11 require that an acquirer of an interest in a joint operation in which the activity of the joint operation constitutes a
business must apply the relevant principles for business combinations in IFRS 3. The amendments also clarify that a previously held interest in a
joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a
scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting
entity, are under common control of the same ultimate controlling party. The amendments apply to both the acquisition of the initial interest in a joint
operation and the acquisition of any additional interests in the same joint operation. The amendments are not expected to have any material impact
on the financial position or performance of the Group upon adoption on 1 January 2016.

IFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15 revenue is recognised at
an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The
principles in IFRS 15 provide a more structured approach to measuring and recognising revenue. The standard also introduces extensive qualitative
and quantitative disclosure requirements, including disaggregation of total revenue, information about performance obligations, changes in contract
asset and liability account balances between periods and key judgements and estimates. The standard will supersede all current revenue recognition
requirements under IFRSs. The Group expects to adopt IFRS 15 on 1 January 2017 and is currently assessing the impact of IFRS 15 upon adoption.
Amendments to IAS 16 and IAS 38 clarify the principle in IAS 16 and IAS 18 that revenue reflects a pattern of economic benefits that are generated
from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a
revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise
intangible assets. The amendments are to be applied prospectively. The amendments are not expected to have any impact on the financial position or
performance of the Group upon adoption on 1 January 2016 as the Group has not used a revenue-based method for the calculation of depreciation of
its non-current assets.
The amendments to IAS 16 and IAS 41 change the accounting requirements for biological assets that meet the definition of bearer plants. Under the
amendments, biological assets that meet the definition of bearer plants will no longer be within the scope of IAS 41. Instead, IAS 16 will apply. After
initial recognition, bearer plants will be measured under IAS 16 at accumulated cost (before maturity) and using either the cost model or revaluation
model (after maturity). The amendments also require that produce that grows on bearer plants will remain in the scope of IAS 41 measured at fair
value less costs to sell. For government grants related to bearer plants, IAS 20 Accounting for Government Grants and Disclosure of Government
Assistance will apply. The amendments are retrospectively effective for annual periods beginning on or after 1 January 2016, with early adoption
permitted. These amendments are not expected to have any material impact to the Group.
IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined benefit plans. Where the
contributions are linked to service, they should be attributed to the periods of service as a negative benefit. These amendments clarify that, if the
amount of the contributions is independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction
in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. This amendment is
effective for annual periods beginning on or after 1 July 2014. It is not expected that this amendment would be relevant to the Group, since none of
the entities within the Group has defined benefit plans with contributions from employees or third parties.
76
2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries now comprising the Group for the year
ended 31 December 2014. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends
are eliminated on consolidation in full. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company,
using consistent accounting policies.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated
until the date that such control ceases.
When relevant, total comprehensive income within a subsidiary is attributed to a non-controlling interest even if this results in a deficit balance.
Non-controlling interests represent the portion of the results and net assets not held by the Group and are presented separately in the consolidated
income statement and within equity in the consolidated statement of financial position. An acquisition of non-controlling interests is accounted
for using the entity concept method whereby the difference between the consideration and the book value of the share of the net assets acquired is
recognised as an equity transaction.
There is no significant restriction on the Groups ability to access or use assets, and settle liabilities, of the subsidiaries from non-controlling interests
or other parties.
The Group has exercised judgement in the control, joint control, and significant influence assessments. These assessments are based on a number of
different factors including but not limited to the following:
(a)
any contractual arrangement with the other vote holders of the investee;
(b)
any rights arising from other contractual arrangements; and
(c)
the Groups voting rights and potential voting rights.
The Group accounted for a number of unconsolidated entities shown in notes 16, 17 and 19 as joint ventures, associates and long term equity
investments. The Groups exposure to these unconsolidated entities are stipulated in the contractual arrangements with these entities.
Operating income from supply chains and revenue recognition
Operating income from supply chains represents the difference between the consolidated revenue and the cost of sales and services (primarily
raw material costs, freighting expenses, direct taxes, tariffs, operating lease payments, depreciation and amortisation, realized cost of commodity
purchase contracts, unrealised fair value adjustments of commodity contracts and inventories, and recognised gains and losses from hedging
instruments). Operating income from supply chains does not take into account the gains and losses relating to the disposal of supply chain assets, and
the share of profit and losses of joint ventures and associates. The impact of these items is fully reflected in total operating income.
Revenue is recognised when it is probable that the economic benefit will flow to the Group and when the revenue can be measured reliably. The
following specific recognition criteria must also be met before revenue is recognised:
(a)
Supply of products
Revenue is recognised when the significant risks and rewards of ownership of the products have been passed to the buyer.
As part of its normal trading activity, divisions of the Group enter into a range of structured transactions with banks to manage working
capital. When necessary the Group assesses whether substantially all the risks and rewards of ownership of the assets have passed to the
bank, and where necessary derecognises the assets. If the transaction involves inventory and risk and reward transfer has occurred, revenue
is recognised. Any ongoing obligations or rights are assessed and accounted for according to the terms of the transactions.
77
31 DECEMBER 2014
2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Operating income from supply chains and revenue recognition (continued)
(b) Others
Commissions and rental are recognised on an accrual basis. Interest is recognised on an accrual basis using the effective interest method by
applying the rate that discounts the estimated future cash flows through the expected life of the financial instrument to the net carrying
amount of the instrument. Dividends from long term equity investments are recognised when the shareholders right to receive payment has
been established.
Profit/loss on supply chain assets
Supply chain assets are assets that are important and conducive to the development of value from the Groups integrated supply chains. These include
investment in subsidiaries, joint ventures, associates and long term equity investment, property, plant and equipment such as storage facilities, port
facilities and transportation facilities and mine properties.
Profits and losses are generated from supply chain assets investment and disposal activities, and following a change in control of these assets
through business combinations, disposal of supply chain assets or valuation of options and rights for supply chain investments. Expenses incurred
for generating profit on supply chain assets include primarily (1) salaries, bonus provision and staff benefits, (2) legal and professional fees for supply
chain assets activities, (3) hedging exchange gains or losses on supply chain assets activities, and (4) other expenses.
Business combinations and disposals
Business combinations are accounted for using the acquisition method. The consideration transferred is measured at fair value, consisting of the fair
values of assets transferred, and any new liabilities assumed and any equity interests issued by the Group in exchange for control of the acquiree.
Acquisition-related costs are expensed as incurred.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting
gain or loss is recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Contingent consideration classified as
an asset or liability that is a financial instrument and within the scope of IAS 39 is measured at fair value with changes in fair value either recognised
in profit or loss or as a change to other comprehensive income. If the contingent consideration is not within the scope of IAS 39, it is measured in
accordance with the appropriate IFRS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted
for within equity.
Non-controlling interests in subsidiaries are identified separately from the Groups equity and are initially measured either at fair value or at the
non-controlling interests proportionate share of the fair value of the acquirees identifiable net assets. Subsequent to acquisition, the carrying
amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests share of subsequent
changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a
deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and liabilities of the subsidiary, (ii) the carrying amount
of any non-controlling interest and (iii) the cumulative translation differences recorded in equity; and recognises (i) the fair value of the consideration
received, (ii) the fair value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. The Groups share of components
previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate.
78

Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognised for non-controlling
interests and any fair value of the Groups previously held equity interests in the acquiree over the identifiable net assets acquired and liabilities
assumed. If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the difference is, after reassessment,
recognised in profit or loss as a negative goodwill.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more
frequently if events or changes in circumstances indicate that the carrying value may be impaired. The Group performs its annual impairment test
of goodwill as at 31 December. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Groups cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, or groups of cash-generating units, to which the
goodwill relates. Where the recoverable amount of the cash-generating unit, or groups of cash-generating units, is less than the carrying amount,
an impairment loss is recognised. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Where goodwill has been allocated to a cash-generating unit, or groups of cash-generating units, and part of the operation within that unit is disposed
of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on
the disposal. Goodwill disposed of in these circumstances is measured based on the relative value of the disposed operation and the portion of the
cash-generating unit retained.
In the case of associates and joint ventures, goodwill is included in the carrying amount thereof, rather than as a separately identified asset on the
consolidated statement of financial position.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Groups
cash-generating unit, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether
other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated:

represent the lowest level within the Group at which the goodwill is monitored for internal management purposes; and
is not larger than an operating segment determined in accordance with IFRS 8 Operating Segments.
Where goodwill forms part of a cash-generating unit, or groups of cash-generating units, and part of the operation within that unit is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal
of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion
of the cash-generating unit retained.
On disposal of subsidiaries or associates, the gain or loss on disposal is calculated by reference to the net assets at the date of disposal, including the
attributable amount of goodwill which remains and any relevant reserves, as appropriate.
Subsidiaries
A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the
investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).
When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts
and circumstances in assessing whether it has power over an investee, including:
(a)
any contractual arrangement with the other vote holders of the investee;
(b)
rights arising from other contractual arrangements; and
(c)
the Groups voting rights and potential voting rights.
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31 DECEMBER 2014

Investments in associates, joint ventures and joint operation
An associate is an entity in which the Group has a long term interest of generally not less than 20% of the equity voting rights and over which it is
in a position to exercise significant influence. Significant influence is the ability to participate in the financial and operating policy decisions of the
investee, but is not control or joint control over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint
venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities
require the unanimous consent of the parties sharing control.
The Groups investments in associates and joint ventures are stated in the consolidated statement of financial position at the Groups share of net
assets under the equity method of accounting, less any impairment losses.
Adjustments are made to bring into line any dissimilar accounting policies that may exist.
The Groups share of the post-acquisition results and other comprehensive income of associates and joint ventures is included in the consolidated
income statement and consolidated statement of comprehensive income, respectively. In addition, when there has been a change recognised directly
in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the consolidated statement of changes
in equity. Unrealised gains and losses resulting from transactions between the Group and its associates or joint ventures are eliminated to the
extent of the Groups investments in the associates or joint ventures, except where unrealised losses provide evidence of an impairment of the asset
transferred. Goodwill arising from the acquisition of associates or joint ventures is included as part of the Groups investments in associates or
joint ventures.
If an investment in an associate becomes an investment in a joint venture or vice versa, the retained interest is not remeasured. Instead, the
investment continues to be accounted for under the equity method. In all other cases, upon loss of significant influence over the associate or joint
control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying
amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds
from disposal is recognised in the income statement.
The results of associates and joint ventures are included in the Companys income statement. The Companys investments in associates and joint
ventures are treated as non-current assets and are stated at cost less any impairment losses.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the
liabilities, relating to the arrangement.
The Group recognises in relation to its interest in a joint operation:

its assets, including its share of any assets held jointly;
its liabilities, including its share of any liabilities incurred jointly;
its revenue from the sale of its share of the output arising from the joint operation;
its share of the revenue from the sale of the output by the joint operation; and
its expenses, including its share of any expenses incurred jointly.

The assets, liabilities, revenues and expenses relating to the Groups interest in a joint operation are accounted for in accordance with the IFRSs
applicable to the particular assets, liabilities, revenues and expenses.
80

Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and
equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended
use. Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally
charged to the income statement in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has
resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property, plant and equipment, and where
the cost of the item can be measured reliably, the expenditure is capitalised as an additional cost of that asset or as a replacement.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its
estimated useful life. The principal annual rates used for this purpose are as follows:
Land and buildings
21/2% or over the terms of the leases, if shorter
Leasehold improvements
Over the terms of the leases
Vessels
4% to 10%
Plant and equipment
5% to 331/3%
Motor vehicles
221/2% to 331/3%
Depreciation related to production activities is charged to the cost of sales and services in the income statement. Depreciation other than that for
production activities is charged to the selling, administrative and operating expenses in the income statement.
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among
the parts and each part is depreciated separately.
The residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at least at each statement of financial
position date.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss on disposal or retirement recognised in the income statement in the year the asset is derecognised is the difference between the net
sales proceeds and the carrying amount of the relevant asset.
Assets under development represent vessels, warehouses under construction and computer systems under development, which are stated at cost less
any impairment losses, and are not depreciated. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed
funds during the period of construction. Assets under development are reclassified to the appropriate category of property, plant and equipment
when completed and ready for use.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets including sugar mills, crushing plants and
vessels etc, i.e. assets that necessarily take a substantial period of time to get ready for their intended use or sale are calculated using the effective
interest rate method in accordance with IAS 39 and are capitalised as part of the cost of those assets. The capitalisation of such borrowing costs
ceases when the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific
borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised.
All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity
incurs in connection with the borrowing of funds.
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31 DECEMBER 2014

Mine properties
Mine development expenditure represents the costs incurred in preparing mines for production, and includes stripping and waste removal costs
incurred before production commences. These costs are capitalised to the extent they are expected to be recouped through successful exploitation of
the ore bodies. Once production commences, these cost are amortised on a units-of-production basis (tonnes mined) over the life of mine based on the
estimated economically recoverable reserves and resource to which they relate, or are written off if the mine property is abandoned.
Deferred stripping
The Group capitalises excess stripping costs incurred during production based on the strip ratio method. Stripping ratios are a function of the
quantity of ore mined compared to the quantity of overburden, or waste required to be moved to mine the ore. For each interim pit or individual pit,
(component) the actual strip ratio is compared to the life of component strip ratio and costs are deferred to the extent that the current period ratio
exceeds the life of component strip ratio.
The Group is required to amortise the deferred waste asset over the expected useful life of the identified component of the ore body that has been
made more accessible by the activity. The Group amortises the deferred waste asset on a unit of production basis over the economically recoverable
reserves of the component concerned. The unit of measure is tonnes of ore mined.
The life of component stripping ratio is calculated based on proven and probable ore reserves. Any changes to the expected life of component stripping
ratio are accounted for prospectively.
Deferred stripping costs are included in the cost base of assets when determining a cash-generating unit (CGU) for impairment
assessment purposes.
Exploration and evaluation expenditure
Exploration and evaluation costs related to an area of interest are expensed as incurred except where they may be carried forward as an item in the
consolidated balance sheet where the rights of tenure of an area are current and one of the following conditions is met:

the costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and
exploration and/or evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the
area of interest are continuing.
Capitalised costs include costs directly related to exploration and evaluation activities in the relevant area of interest. General and administrative
costs are allocated to an exploration or evaluation asset only to the extent that those costs can be related directly to operational activities in the area of
interest to which the asset relates.
Capitalised exploration and evaluation expenditure is written off where the above conditions are no longer satisfied.
All capitalised exploration and evaluation expenditure is assessed for impairment if facts and circumstances indicate that an impairment may
exist. Exploration and evaluation assets are also tested for impairment once commercial reserves are found, before the assets are transferred to
development properties.
82

Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than inventories, deferred tax assets,
goodwill, financial assets and non current assets held-for-sale), the assets recoverable amount is estimated. An assets recoverable amount is the
higher of the assets or cash-generating units value in use and its fair value less costs to sell, and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. An impairment loss is charged to the income statement in the period in which it arises in those expense
categories consistent with the function of the impaired asset.
An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may
no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of
an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but
not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss
been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the income statement in the period in which it arises,
unless the asset is carried at a revalued amount, in which case the reversal of the impairment loss is accounted for in accordance with the relevant
accounting policy for that revalued asset.
Agricultural assets
Agricultural assets are stated at fair value less estimated point-of-sale costs, with any resultant gain or loss recognised in the income statement.
The fair value of the plantation of various agricultural products is estimated with reference to a valuation using the discounted cash flows of the
underlying agricultural assets. The expected cash flows from the whole life cycle of the plantations are determined using the market price of the
estimated yield of the agricultural products, net of maintenance and harvesting costs and any costs required to bring the plantations to maturity or
a ready-for-sale market condition. The estimated yield of the plantations is affected by the age of the plants, the location, soil type and infrastructure.
The market price of plants is largely dependent on the prevailing market price of the processed products after harvest.
Intangible assets other than goodwill
Intangible assets acquired separately are measured on initial recognition at cost. The cost of an intangible asset acquired in a business combination
is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and
any accumulated impairment losses. Internally generated intangible assets are not capitalised and any expenditure is charged to the income statement
in the year which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with
finite lives are amortised over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial
year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted
for by changing the amortisation period or method, as appropriate, and treated as change in the accounting estimates. The amortisation expense
from intangible assets with finite lives is recognised in the income statement in the expense category consistent with the function of the intangible
asset. Intangible assets with indefinite useful lives are tested for impairment annually or at the cash-generating unit level. Such intangible assets are
not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment
continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognised in the income statement when the asset is derecognised.
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31 DECEMBER 2014

Loan and trade receivables
Loan and trade receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such
assets are subsequently carried at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any discount
or premium on acquisition and including fees that are an integral part of the effective interest rate and transaction costs. Gains and losses are
recognised in the income statement when the loan and trade receivables are derecognised or impaired, as well as through the amortisation process.
Long term equity investments
Long term equity investments are those non-derivative financial assets that are designated as available-for-sale investments and are initially
recognised at fair value plus transaction costs. After initial recognition, these long term equity investments are measured at fair value with gains
or losses being recognised as a separate component of equity until the investments are derecognised or until the investments are determined to be
impaired at which time the cumulative gain or loss previously reported in equity is included in the income statement.
For investments actively traded in recognised financial markets, fair value is generally determined by reference to stock exchange quoted market
prices at the close of business on the statement of financial position date. For investments where there is no quoted market price, a reasonable
estimate of the fair value is determined by reference to the current market value of a substantially similar instrument, or is calculated based on the
expected future cash flows of the underlying net asset base of the investment. Equity investments where there is no quoted market price in an active
market and where the fair value cannot be reliably measured are stated at cost less any impairment losses.
Cash and cash equivalents
For the purpose of the statement of financial position, cash and cash equivalents comprise cash on hand and at banks, cash provided to futures
brokers to cover margin requirements, short term time deposits and short term liquid investments.
For the purpose of the statement of cash flows, cash and cash equivalents are adjusted for cash provided to futures brokers which is not
immediately available for use in the Groups business operations as it is covering fair value losses on futures positions and is not substitutable
with alternative collateral.
The Group places cash with futures brokers to meet the initial and variation margin requirements in respect of its outstanding futures positions on
commodity exchanges. The Group can also use credit facilities granted by these brokers or standby letters of credit to meet these requirements in lieu
of cash. Accordingly, the Group regards this cash as part of its liquid cash that is used in its daily cash management. For the purpose of the statement
of financial position, the whole amount of cash balance with futures brokers is included as cash and cash equivalents. However, for the purpose of
the cash flow statement, only the portion of the cash balance with futures brokers that is immediately available for use in the business operations is
included as cash and cash equivalents.
Commodity contracts
Commodity contracts include forward purchase and sale contracts, options, offtake and marketing agreements. The majority of the Groups
commodity contracts form part of the Groups trading activities and are recorded in the statement of financial position at their fair values. Assets are
recorded in other receivables, and liabilities are recorded in other payables, in the statement of financial position. Changes in fair value are recognised
in the income statement in the cost of sales and services in the period of change. When sales contracts have been settled, the associated revenue is
recorded in revenue.
Certain business divisions of the Group are involved in mining, manufacturing and processing commodities. Commodity contracts that form part of
the Groups normal purchase, sale or usage requirements for these activities are accounted for as executory contracts and are recorded as revenue or
cost of sales and services when the delivery of the commodities has taken place.
Inventories
Inventories principally comprise commodities held for trading and inventories that form part of the Groups normal purchase, sale or usage
requirements for its manufacturing or processing activities.
All the inventories of the Group for commodity trading businesses are measured at fair value less costs to sell, with changes in fair value less costs to
sell recognised in the income statement in the period of the change.
84

Inventories (continued)
All the other inventories are stated at the lower of cost and net realisable value. Raw material cost is determined on the first-in, first-out basis,
weighted average basis or on a specific basis if such inventories are not ordinarily interchangeable. Finished products include raw material costs,
direct labour and a proportion of manufacturing overheads based on normal operating capacity. Net realisable value is based on estimated selling
prices less estimated costs of completion and the estimated costs necessary to make the sales.
Financial liabilities at amortised cost (including interest-bearing loans and borrowings)
Financial liabilities including trade and other payables, and interest-bearing loans and borrowings are initially stated at fair value less directly
attributable transaction costs and are subsequently measured at amortised cost, using the effective interest method unless the effect of discounting
would be immaterial, in which case they are stated at cost.
Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.
Financial guarantee contracts
Financial guarantee contracts in the scope of IAS 39 are accounted for as financial liabilities. A financial guarantee contract is recognised initially
at its fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial guarantee contract, except when such
contracts are recognised at fair value through profit or loss. Subsequent to initial recognition, the Group measures financial guarantee contracts at
the higher of: (i) the amount of the best estimate of the expenditure required to settle the present obligation at the statement of financial position date;
and (ii) the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with IAS 18 Revenue.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that a future outflow
of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Convertible bonds
Upon initial recognition on the issue of the convertible bonds, the debt instrument and the embedded conversion option of the convertible bonds are
separated into a liability component and an equity component on the statement of financial position.
The fair value of the liability component is determined using a market rate for an equivalent non-convertible bond; and this amount is carried as a
long term liability on the amortised cost basis until extinguished on conversion or redemption. The remainder of the proceeds is allocated to the
conversion right that is recognised and included in the capital reserve of the shareholders equity, net of transaction costs. The value of the conversion
right is not re-measured in subsequent years. The corresponding interest on those bonds is charged as an interest expense in the income statement.
Transaction costs are apportioned between the liability and equity components of the convertible bonds based on the allocation of proceeds to the
liability and equity components when the instruments are first recognised.
As and when the holders of the convertible bonds exercise their conversion rights to convert the convertible bonds into new ordinary shares of the
Company, the value of such conversion rights exercised and recognised in the capital reserve is transferred to the share capital and share premium
account. Upon expiry of the conversion rights, any remaining capital reserve will be transferred to retained profits.
Derivative financial instruments
All derivative financial instruments are initially recognised at fair value on the date on which the contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as other receivables when the fair value is positive and as other payables when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are recorded in the income statement in the cost of sales and services in the
period of change. When sales contracts have been settled, the associated revenue is recorded in revenue.
Futures contracts
Futures contracts are measured at fair value. Unrealised gains and losses are reported in the income statement in the cost of sales and services. Fair
value is determined by reference to quoted futures prices on recognised futures markets at the close of business at the statement of financial position
date. The accounting treatment of cash provided as margin to futures brokers is described above under cash and cash equivalents.
85
31 DECEMBER 2014

Derivative financial instruments (continued)
Hedge accounting
The Group applies cashflow hedge accounting for certain derivative financial instruments that are used to hedge risks associated primarily with
fluctuations of foreign currency, interest rate and commodity prices. At the inception of a hedge relationship, the Group formally designates and
documents the hedge relationship for which the Group wishes to apply hedge accounting. Such hedges are expected to be highly effective in achieving
the task of offsetting changes in cash flows and are assessed on an ongoing basis to determine that they have been highly effective throughout the
financial reporting periods for which they were designated.
For the purposes of hedge accounting, cash flow hedges refer to hedges against exposure to variability in cash flows that is either attributable to a
particular risk associated with a recognised asset or liability, a firm commitment, or a forecast transaction.
In relation to cash flow hedges which meet the conditions for hedge accounting, the portion of the gain or loss on the hedging instrument that is
determined to be an effective hedge is recognised directly in equity and the ineffective portion is recognised in the income statement.
When a hedged firm commitment results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated
gains or losses that had previously been recognised in equity are included in the initial measurement of the acquisition cost or the carrying amount of
the asset or liability.
For all other cash flow hedges, the gains or losses that are recognised in equity are transferred to the income statement in the same period in which
the hedged transaction affects the income statement. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated
or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in
equity is kept in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss
recognised in equity is transferred to the income statement for the year.
Derecognition of financial assets and liabilities
Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

the rights to receive cash flows from the asset have expired; or
the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a pass-through arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset through a pass-through arrangement, it evaluates if and to what extent
it has retained the risk and rewards of the ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards
of the asset nor transferred control of the asset, the asset is recognised to the extent of the Groups continuing involvement in the asset. In that case,
the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained. The Group applies this accounting policy to financing arrangements related to the Groups trade receivables
when the cost of these financing arrangements takes the form of discounts.
Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability,
and the difference between the respective carrying amounts is recognised in the income statement.
86

Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the
liabilities simultaneously.
Impairment of financial assets
The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset or a group of financial assets
is impaired.
Assets carried at amortised cost
If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is
measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future credit losses
that have not been incurred) discounted at the financial assets original effective interest rate. The carrying amount of the asset shall be reduced either
directly or through use of an allowance account. The amount of the loss shall be recognised in the income statement.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the
impairment was recognised, the previously recognised impairment loss is reversed by adjusting the allowance account. Any subsequent reversal of
an impairment loss is recognised in the income statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the
reversal date.
In relation to loans and receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or
significant financial difficulties of the debtor) that the Group will not be able to collect all of the amounts due under the original terms of an invoice.
The carrying amount of the receivables is reduced through the use of an allowance account. Impaired debts are derecognised when they are assessed
as uncollectible.
Assets carried at cost
If there is objective evidence of an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be
reliably measured, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future
cash flows discounted at the current market rate of return for a similar financial asset. Impairment losses on these assets are not reversed.
If a long term equity investment is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation)
and its current fair value, less any impairment loss previously recognised in the income statement, is transferred from equity to the income statement.
Reversals in respect of equity instruments classified as long term equity investments are not reversed through the income statement. Reversals of
impairment losses on debt instruments are reversed through the income statement, if the increase in fair value of the instrument can be objectively
related to an event occurring after the impairment loss was recognised in the income statement.
Transfer between levels of the fair value hierarchy
Transfers between levels of the fair value hierarchy are determined to have occurred at the end of the reporting period.
Valuation of financial assets and financial liabilities with offsetting positions
The Group has used the exemption in IFRS 13 in relation to the measurement of fair value of financial assets and financial liabilities which are
managed on the basis of the Groups net exposure to either market risks or credit risk. The Group measures the fair value of these groups of financial
assets and financial liabilities on the basis of the price that would be received to sell a net long position for a particular risk exposure or paid to
transfer a net short position for a particular risk exposure in an orderly transaction between market participants at the measurement date under
current market conditions.
87
31 DECEMBER 2014

Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside the income statement is recognised outside the
income statement, either in other comprehensive income or directly in equity.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the
countries where the Group operates and generates taxable income.
Currently enacted tax rates are used to determine deferred tax assets and liabilities. The principal temporary differences arise from tax losses
carried forward, unrealised gains and losses on inventories, derivative financial instruments and accelerated tax depreciation on property, plant
and equipment.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when
the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred
tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable
profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside the income statement is recognised outside the income statement. Deferred tax items are recognised
in correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities
and the deferred taxes relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised
subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does
not exceed goodwill) if it was incurred during the measurement period or recognised in the income statement.
88

Sales tax
Revenue, expenses and assets and liabilities are recognised net of the amount of sales tax except:
(a)
where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is
recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
(b)
for receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of
financial position.
Pension costs
The Group operates a number of defined contribution plans throughout the world, the assets of which are held in separate trustee-administered
funds. The pension plans are funded by payments from employees and by the relevant Group companies.
The Groups contributions to defined contribution pension plans are charged to the income statement in the period to which the contributions relate.
Share-based payment transactions
The Group operates share option schemes for the purpose of providing incentives and rewards to eligible participants, including the Groups directors,
who contribute to the success of the Group operations.
Employees (including directors and senior executives) of the Group and other parties receive remuneration in the form of share-based payment
transactions, whereby employees and other parties rendered services in consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. For granting
of equity instruments, the goods or services received, and the corresponding increase in equity, are measured with reference to the fair value of the
equity instruments granted at the date of grant. For granting of share options, the fair value is determined by using a binomial option pricing model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the
Company (market conditions), if applicable.
The cost of equity-settled transactions is recognised, over the period in which the performance and/or service conditions were fulfilled, ending on the
date on which the relevant employees become fully entitled to the award (the vesting date). The cumulative expense recognized for equity-settled
transactions at the end of each reporting period until the vesting date reflected the extent to which the vesting period was expired and the Groups best
estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period.
An expense is recognised for any modification, which increased the total fair value of the share-based payment arrangement, or was otherwise
beneficial to the employee as measured at the date of modification.
Where an equity-settled award was cancelled, it was treated as if it had vested on the date of cancellation, and any expense not yet recognised for
the award was recognised immediately. However, if a new award was substituted for the cancelled award, and designated as a replacement award
on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the
previous paragraph.
The relevant cost of the share bonus and share option awards to the Groups employees is recorded as an expense in the Groups income statement.
Treasury shares
Group equity instruments which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in
the income statement on the purchase, sale, issue or cancellation of the Groups own equity instruments. On sale, any difference between the carrying
amount and the consideration received is recognised in equity.
89
31 DECEMBER 2014

Capital securities distribution
The distribution on the capital securities is classified as a separate allocation of retained profits within the equity section of the statement of
financial position.
Dividend
Dividend declared after the reporting period but before the financial statements are authorized for issue are not recognised as a liability in the
statement of financial position.
Related parties
A related party is defined as follows:
(a)
A person or a close member of that persons family is related to the Group if that person:
(i)
Has control or joint control over the Group;
(ii)
Has significant influence over the Group; or
(iii)
Is a member of the key management personnel of the Group or of a parent of the Group.
(b)
An entity is related to the Group if any of the following conditions applies:
(i)
(ii)
The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related
to the others);
One entity is an associate or a joint venture of the other entity (or an associate or a joint venture of a member of a group of which the other
entity is a member);
(iii)
Both entities are joint ventures of the same third party;
(iv)
One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v)
The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group. If the
Company is itself such a plan, the sponsoring employers are also related to the Group;
(vi)
The entity is controlled or jointly controlled by a person identified in (a); or
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a
parent of the entity).
Leases
Leases that transfer substantially all the rewards and risks of ownership of assets to the Group, other than legal title, are accounted for as finance
leases. At the inception of a finance lease, the cost of the leased asset is capitalised at the present value of the minimum lease payments and recorded
together with the obligation, excluding the interest element, to reflect the purchase and financing.
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Where the
Group is the lessor, assets leased by the Group under operating leases are included in non-current assets and rentals receivable under the operating
leases are credited to the income statement on the straight-line basis over the lease terms. Where the Group is the lessee, rentals payable under the
operating leases are charged to the income statement on the straight-line basis over the lease terms.
Foreign currencies
These financial statements are presented in United States dollars, which is the Companys functional and presentation currency. Each entity in
the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional
currency. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rates of exchange ruling at the
statement of financial position date. All differences arising on settlement or translation of monetary items are taken to the income statement.
All differences arising on the settlement or translation of monetary items are taken to the income statement with the exception of monetary items that
are designated as part of the hedge of the Groups net investment of a foreign entity. These are recognised in other comprehensive income until the
net investment is disposed of, at which time the cumulative amount is reclassified to the income statement. Tax charges and credits attributable to
exchange differences on those monetary items are also recorded within equity.
90

Foreign currencies (continued)
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the
fair value was determined. The gain or loss arising on retranslation of a non-monetary item is treated in line with the recognition of the gain or loss on
change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit
or loss is also recognised in other comprehensive income or profit or loss, respectively).
The functional currencies of certain overseas subsidiaries, joint ventures and associates are currencies other than the United States dollar. As at the
statement of financial position date, the assets and liabilities of these entities are translated into the presentation currency of the Company (the United
States dollar) at the rate of exchange ruling at the statement of financial position date and their income statements are translated at the weighted
average exchange rates for the year.
The exchange differences arising on the translation are taken directly to the exchange fluctuation reserve, which is a separate component of equity.
On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the
consolidated income statement.
2.5 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
In the process of applying the Groups accounting policies, management has made judgements and estimates which have a significant effect on the
amounts recognised in the financial statements. The key assumptions concerning the future and other key sources of estimation uncertainty, that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Impairment assessment
(a)
Loans and trade receivables

Impairment is determined based on the evaluation of collectability and aging analysis of each receivable and on managements judgment.
A considerable amount of judgment is required in estimating the ultimate realisation of the receivables, including the current creditworthiness
and the past repayment history of each receivable. If the financial condition of debtors of the Group were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be required. The carrying values of loan and trade receivables are
detailed in notes 21 and 36(b) to the financial statements respectively.
(b)

The Group determines that long term equity investments are impaired when there has been a significant or prolonged decline in the fair value
below its cost. The determination of what is a significant or prolonged decline requires judgment. In making this judgment, the Group evaluates
among other factors, the normal market price volatility in respect of the relevant long term equity investments. In addition, impairment may
be appropriate when there is evidence of deterioration in the financial health of the investee, industry and sector performance, changes in
technology, and operational and financing cash flows. Further details are given in note 19 of the financial statements.
(c) Goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the fair value less costs of
disposal or value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make
an estimate of the expected future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the
present value of those cash flows. Further details are given in note 13 to the financial statements.
91
31 DECEMBER 2014
2.5 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)

Impairment assessment (continued)
(d)
Investment in Yancoal Australia Limited (Yancoal)

The investment in Yancoal was assessed for impairment by comparing its carrying value to its value in use estimated based on a discounted
cash flow model.
The Group has to exercise judgment in determining the model and make appropriate key assumptions in preparing the model such as expected
sales and production volumes, future sales prices, expected future costs and expenses, and the discount rate. Changing the assumptions could
materially affect the value in use and consequently the impairment assessment. Further details are given in note 17 to the financial statements.
(e)
Investment in NAL and its subsidiaries (NAL Group)

The investment in NAL Group was assessed for impairment by comparing its carrying value to its estimated fair value less cost of disposal.
When performing the assessment, the Group considered various factors including the recent transaction price of the disposal of 51% interest to
COFCO. The Group has to exercise judgment in determining appropriate key assumptions. Changing the assumptions could materially affect
the valuation and consequently the impairment assessment.
Valuation of financial instruments, derivative financial instruments, commodity contracts and long term equity investments
The Group values certain of its financial instruments, derivative financial instruments, commodity contracts, and long term equity investments, at
fair value. Estimating the value of these financial instruments requires the Group to make certain estimates and assumptions, and hence the values
are judgmental. These estimates and assumptions are based on level 2 and 3 inputs. Further details are given in note 37 to the financial statements.
Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the provision for income taxes
worldwide. There are certain transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities
for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different
from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the income statement in the
period in which such determination is made. Further details are given in note 8 of the financial statements.
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can
be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely
timing and level of future taxable profits together with future tax planning strategies. Further details are given in note 30 to the financial statements.
Investment in associates
The Group has exercised judgement in determining whether it has significant influence over its investees where its equity interest is less than 20%
based on a number of different factors including but not limited to the following:
(a)
representation on the board of directors or equivalent governing body of the investee;
(b)
participation in the policy-making processes;
(c)
material transactions between the Group and the investee;
(d)
an interchange of managerial personnel; or
(e)
provision of essential technical information.
For details of the assessment of significant influence please refer to note 17.
92
3. SEGMENT INFORMATION
For management purposes, the Group is organised into business units based on their products and services and has three reporting operating
segments as follows:
(a)
Agriculture (discontinued operations): The Groups Agriculture operation, which was discontinued on 30 September 2014 (notes 7 and 15),
includes the following product divisions: Grain, Coffee, Cocoa, Cotton, Sugar, Sugar Mills and Fertilizer. This segment consists of a pipeline
which control the entire supply chain from farmer to consumer, by engaging in the following activities (where applicable): planting, growing,
harvesting, as well as sourcing and originating, warehousing, processing, transporting, distributing and marketing.
(b)
Energy: The Groups Energy segment includes the following product divisions: Energy Coal and Carbon Complex, Oil Liquids (which includes
ethanol), Gas and Power, and Petrochemical (which includes polymers).
(c)
Metals, Minerals and Ores: The Groups Metals, Minerals and Ores segment includes the following product divisions: Iron Ore, Manganese
Ore/Chrome Ore and Alumina/Aluminum products.
Management monitors the operating results of its operating segments separately for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on total operating income.
Operating segments
The following tables present revenue and profit information regarding the Groups operating segments for the years ended 31 December 2014 and 2013.
DISCONTINUED
METALS, MINERALS
OPERATIONS^ AND
AND ORES
AGRICULTURE SEGMENT
ENERGY
CONSOLIDATED
2014
2013
2014
2013
2014
2013
2014
2013
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
(RESTATED)
(RESTATED)
72,643,708
65,165,369
13,172,380
OPERATING INCOME FROM SUPPLY CHAINS
1,346,741
1,438,634
PROFIT/(LOSSES) ON SUPPLY CHAIN ASSETS
(386,851)
(21,520)
REVENUE
17,217,782
11,788,463
15,495,194
97,604,551
97,878,345
144,099
145,695
36,626
20,281
(24,709)
74,114*
(82,800)
1,527,466
1,501,529
(19,572)
(292,456)
(65,801)
SHARE OF PROFIT/(LOSSES) OF:

(5,752)
1,989
2,560
(914)
(2,339)
1,893
(105,380)
(2,409)
(2,565)
853
(103,205)#
818
(68,675)
1,853
(174,289)
(106,092)
885,463
1,313,723
164,531
117,507
8,388
(99,701)
1,058,382
1,331,529
8,844
7,105
(565,077)
(479,759)
(164,813)
(259,111)
337,336
599,764
(180,548)
(184,942)
(75,712)
(169,075)
PROFIT BEFORE TAX
81,076
245,747
TAXATION
51,448
(7,273)
132,524
238,474
(493)
5,003
132,031
243,477
JOINT VENTURES
ASSOCIATES
TOTAL OPERATING INCOME
OTHER INCOME NET OF OTHER EXPENSES
SELLING, ADMINISTRATIVE AND OPERATING
EXPENSES
- CONTINUING OPERATIONS
- DISCONTINUED OPERATIONS
PROFIT BEFORE INTEREST AND TAX
NET FINANCE COSTS
- CONTINUING OPERATIONS
- DISCONTINUED OPERATIONS
PROFIT FOR THE YEAR

PROFIT ATTRIBUTABLE TO
93
31 DECEMBER 2014
3. SEGMENT INFORMATION (continued)

Operating segments (continued)
DISCONTINUED
ENERGY
METALS,
OPERATIONS^ AND
MINERALS AND ORES
AGRICULTURE SEGMENT
CONSOLIDATED
2014
2013
2014
2013
2014
2013
2014
2013
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
(RESTATED)
(RESTATED)
14,647,831
9,514,561
3,039,561
2,071,408
6,911,929
17,687,392
290,331
132,443
10,212
5,197
11,681
300,543
149,321
666,288
1,010,893
2,912
47,298
1,345,225
6,671
2,014,425
1,064,862
15,604,450
10,657,897
3,052,685
2,123,903
1,345,225
6,930,281
20,002,360
19,712,081
(12,434,237)
(6,537,069)
(2,504,158)
(1,268,041)
(6,740,060)
(14,938,395)
(14,545,170)
SEGMENT ASSETS
TOTAL ASSETS
SEGMENT LIABILITIES
18,497,898
Discontinued operations include agricultural operations upto disposal of NAL Group effective 30 September 2014 (note 7)
Included re-measurment gain on a pre-existing interest in associate of US$139,798,000 (note 4), corporate overhead attributable to a disposed
subsidiary of US$28,223,000 (note 4) and loss of disposal of NAL Group of US$27,356,000 (note 7)
Included share of loss of an associate of US$94,765,000 (note 17)
DISCONTINUED
ENERGY
OTHER SEGMENT INFORMATION:

CAPITAL EXPENDITURE#
METALS,
OPERATIONS^ AND
MINERALS AND ORES
AGRICULTURE SEGMENT
CONSOLIDATED
2014
2013
2014
2013
2014
2013
2014
2013
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
131,365
34,394
155,487
34,549
368,235
286,852
437,178
DEPRECIATION
33,551
37,361
52,004
12,327
21,603
181,910
107,158
231,598
AMORTISATION
19,093
16,463
3,907
11,138
655
5,408
23,655
33,009
IMPAIRMENT OF:
- LONG TERM LOANS
47,486
47,486
- TRADE RECEIVABLES
15,985
11,384
2,201
1,960
4,209
18,186
17,553
- PREPAYMENTS, DEPOSITS AND

OTHER RECEIVABLES
- INVESTMENT IN JOINT VENTURES
- INVESTMENT IN ASSOCIATES
33,400
33,400
4,239
680
4,919
232,880
43,263
276,143
48,224
5,000
1,587
49,811
5,000
13,600
13,600
45,610
5,600
45,610
5,600
- INVESTMENT IN LONG TERM

EQUITY INVESTMENTS
- PROPERTY, PLANT AND
EQUIPMENT
- MINE PROPERTIES
#
94
Capital expenditure consists of additions to property, plant and equipment and mine properties.
3. SEGMENT INFORMATION (continued)

Geographical information
The following table sets out information about the geographical location of (i) the Groups revenue from external customers and (ii) the Groups
property, plant and equipment, mine properties, intangible assets, agricultural assets, investments in associates and joint ventures (Specified NonCurrent Assets) and the respective determining factors of the geographical locations:
Account
Determining factor
Revenues from external customers
Location at which the services were provided or the goods delivered
Specified Non-Current Assets:

Property, plant and equipment, mine properties and
agricultural assets
Intangible assets, investments in associates and joint ventures
Location of operation
Location of operation
REVENUES FROM EXTERNAL CUSTOMERS
SPECIFIED NON-CURRENT ASSETS
2014
2013
2014
2013
US$000
US$000
US$000
US$000
1,963,019
504,262
(RESTATED)
HONG KONG (PLACE OF DOMICILE)
PRC (EXCLUDING HONG KONG)
INDIA
5,153,158
5,449,656
1,097
183,561
1,425,088
1,374,550
2,577
25,603
32,488
118,006
419,004
898,937
7,462,713
9,989,624
237,529
510,228
NORTH AMERICA
56,050,363
52,189,660
739,656
423,321
SOUTH AMERICA
5,509,093
2,750,592
244,208
2,666,418
AUSTRALIA
ASIA PACIFIC (EXCLUDING HONG KONG, PRC, INDIA, AND AUSTRALIA)
AFRICA
2,362,339
1,002,185
57
93,603
EUROPE
7,820,846
9,508,878
724
130,162
85,816,088
82,383,151
1,644,852
4,931,833
85,816,088
82,383,151
3,607,871
5,436,095
95
31 DECEMBER 2014
4. PROFIT BEFORE INTEREST AND TAX

The Groups profit before interest and tax is arrived at after charging/(crediting):
2014
2013
US$000
US$000
NOTES
(RESTATED)
COST OF SALES AND SERVICES:

COST OF INVENTORIES SOLD AND UNREALISED MARKED-TO-MARKET MOVEMENTS
FREIGHT EXPENSES
OPERATING LEASE PAYMENTS ON LAND AND BUILDINGS
OPERATING LEASE PAYMENTS ON VESSELS
AMORTISATION OF MINE PROPERTIES
12
82,060,010
78,905,485
1,354,103
1,192,221
81,324
80,457
668,768
473,712
10,360
15,949
AMORTISATION OF INTANGIBLE ASSETS
12,639
11,652
DEPRECIATION
39,592
35,543
8,858
7,793
23,922
32,404
45
FACTORING DISCOUNT ON TRADE RECEIVABLES

EMPLOYEE BENEFIT EXPENSE:
SALARIES AND BONUSES
PENSION SCHEME CONTRIBUTIONS
21
47,486
IMPAIRMENT OF TRADE RECEIVABLES
36(B)
18,186
10,161
IMPAIRMENT OF PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
36(B)
33,400
84,325,248
80,798,822
7, 17
(139,798)
(25,450)
15
11,201
(2,074)
27,356
GAIN ON DISPOSAL OF JOINT VENTURES
16
(21,446)
LOSS/(GAIN) ON DISPOSAL OF ASSOCIATES
17
1,272
(5,232)
IMPAIRMENT OF LONG TERM LOANS
LOSSES ON SUPPLY CHAIN ASSETS:

RE-MEASUREMENT GAIN ON A PRE-EXISTING INTEREST IN ASSOCIATES
LOSS/(GAIN) ON DISPOSAL OF SUBSIDIARIES
LOSS ON DISPOSAL OF NAL
LOSS ON DISPOSAL OF LONG TERM EQUITY INVESTMENTS
4,693
45,610
5,600
IMPAIRMENT OF MINE PROPERTIES
12
IMPAIRMENT OF LONG TERM EQUITY INVESTMENTS
19
49,811
5,000
IMPAIRMENT OF ASSOCIATES
17
276,143
IMPAIRMENT OF JOINT VENTURES
16
4,919
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
11
13,600
NEGATIVE GOODWILL
15
(178,002)
28,223
CORPORATE OVERHEAD ATTRIBUTABLE TO NAL#
EXPENSES*
96
176
140,511
(38,909)
149,616
85,138
290,127
46,229
Expenses include primarily (1) salaries, bonus provision and staff benefits for supply chain asset activities, (2) legal and professional fee for
supply chain assets activities and (3) hedging exchange gains and losses on supply chain assets activities.
Corporate overhead was based on the approximate time spent on corporate function of the Group and was absorbed by the Group as a result of
NAL Group disposal.
4. PROFIT BEFORE INTEREST AND TAX (continued)

2014
2013
US$000
US$000
(RESTATED)
OTHER INCOME NET OF OTHER EXPENSES:

DIVIDEND INCOME FROM LONG TERM EQUITY INVESTMENTS
LOSSES ON DISPOSAL OF LONG TERM EQUITY INVESTMENTS
GAIN ON DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT
EXCHANGE DIFFERENCES, NET
(18)
(5)
3,425
(990)
191
2,821
(817)
6,241
SELLING, ADMINISTRATIVE AND OPERATING EXPENSES:

EMPLOYEE BENEFIT EXPENSE:
306,192
289,759
PENSION SCHEME CONTRIBUTIONS
10,653
10,253
SHARE-BASED PAYMENT EXPENSE, NET
74,555
16,677
EQUITY-SETTLED SHARE OPTION EXPENSES
20,107
12,853
6,015
4,351
SALARIES AND BONUSES
AUDIT FEE
426
596
DEPRECIATION
28,024
36,449
OPERATING LEASE PAYMENTS ON LAND AND BUILDINGS
27,793
23,011
OTHERS
91,312
85,810
565,077
479,759
NON-AUDIT FEES
5. FINANCE INCOME AND COSTS

2014
2013
US$000
US$000
(RESTATED)
(76,718)
(45,476)
20,941
19,012
(55,777)
(26,464)
BANK DEBTS
160,116
200,836
CONVERTIBLE BONDS
10,644
22,982
SENIOR NOTES
162,218
175,675
INTEREST INCOME
LESS: DISCONTINUED OPERATIONS
INTEREST EXPENSE AND AMORTISATION:
LESS: DISCONTINUED OPERATIONS
NET FINANCE COSTS EXCLUDING DISCONTINUED OPERATIONS
332,978
399,493
(96,653)
(188,087)
236,325
211,406
180,548
184,942
97
31 DECEMBER 2014
6. DIRECTORS AND KEY MANAGEMENT PERSONNELS REMUNERATION

Key management personnel are the executive directors of the Group, Richard Elman, Yusuf Alireza and William Randall, whose remuneration,
together with the fees paid to non-executive directors, is set out below:
2014
2013
US$000
US$000
690
561
OTHER EMOLUMENTS
4,240
9,205
SHARE-BASED PAYMENT EXPENSE
12,766
11,988
17,696
21,754
DIRECTORS FEES
During the year ended 31 December 2014, 6,957,500 shares (2013: 19,467,058 shares) and 19,750,000 options (2013: 25,000,000 options) were issued
to certain directors of the Company. The fair value of the shares and options issued based on the then prevailing quoted market price at the respective
grant dates, was charged as staff costs in the income statement pro-rata over the vesting period.
7.
DISCONTINUED OPERATIONS
On 30 September 2014, the Share Sale Agreement dated 2 April 2014 between the Company, Noble Agri International Limited and COFCO
(Hong Kong) Limited became wholly unconditional and the disposal of 51% of the Companys interest in NAL was completed. Upon completion, the
Companys residual 49% interest in NAL Group was accounted for as an associate.
The loss for the periods ended 30 September 2014 and 31 December 2013 from Agricultural discontinued operations are presented below:
FOR THE NINE MONTHS
ENDED
30 SEPTEMBER 2014
31 DECEMBER 2013
US$000
US$000
11,788,463
15,495,194
(11,751,837)
(15,577,994)
OPERATING PROFIT/(LOSSES) FROM SUPPLY CHAINS
36,626
(82,800)
LOSSES ON SUPPLY CHAIN ASSETS
(2,329)
(19,572)
1,614
2,671
REVENUE
COST OF SALES AND SERVICES
SHARE OF PROFITS AND LOSSES OF JOINT VENTURES/ASSOCIATES

TOTAL OPERATING INCOME/(LOSSES)
SELLING, ADMINISTRATIVE AND OPERATING EXPENSES AND OTHER INCOME NET OF OTHER EXPENSES*
NET FINANCE COSTS
LOSS BEFORE TAX
TAX CREDIT/(EXPENSE)
NET DEFERRED TAX CREDIT
NET LOSS
98
FOR THE YEAR
PERIOD ENDED
Including audit fee of US$2,247,000 (year ended 31 December 2013: US$2,501,000)
35,911
(99,701)
(156,786)
(245,765)
(75,712)
(169,075)
(196,587)
(514,541)
3,630
(7,735)
83,554
40,406
(109,403)
(481,870)
7.
DISCONTINUED OPERATIONS (continued)

The carrying value of the assets and liabilities of NAL Group at 30 September 2014 are detailed below:
30 SEPTEMBER
2014
US$000
ASSETS
2,259,549
504,903
INTANGIBLE ASSETS
9,781
11,393
4,225
LONG TERM INVESTMENTS
355,087
AGRICULTURAL ASSETS
27,762
LONG TERM LOANS
255,141
DEFERRED TAX ASSETS
516,296
1,237,785
TRADE RECEIVABLES
1,141,244
1,694,495
INVENTORIES
60,855
TAX RECOVERABLE
8,078,516
TOTAL ASSETS
LIABILITIES
3,600,227
BANK DEBTS AND CURRENT PORTION OF LONG TERM DEBTS
1,002,296
17,837
TAX PAYABLE
532,010
LONG TERM BANK DEBTS
68,063

TOTAL LIABILITIES
5,220,433
NET ASSETS
2,858,083
615
RESERVES AND NON-CONTROLLING INTERESTS
The net cash flows of the NAL Group are as follows:

FOR THE NINE MONTHS
OPERATING ACTIVITIES
INVESTING ACTIVITIES
PERIOD ENDED
FOR THE YEAR
30 SEPTEMBER
ENDED 31 DECEMBER
2014
2013
US$000
US$000
285,432
325,442
(236,574)
(429,296)
FINANCING ACTIVITIES
184,956
20,774
NET FOREIGN EXCHANGE DIFFERENCES
(21,720)
(18,454)
NET CASH INFLOW/(OUTFLOW)
212,094
(101,534)
99
7.
31 DECEMBER 2014
DISCONTINUED OPERATIONS (continued)

Pursuant to the announcement on 15 October 2014, the Company had received cash of (i) the closing amount of US$1,500,000,000 which will be
adjusted so that the final consideration for the disposal will be equal to 1.15x of 51% of the audited book value of NAL Group for FY2014, subject to
certain adjustments; and (ii) the full shareholder loan repayment owed by NAL Group to the Company of approximately US$1,864,000,000.

According to the pricing mechanism mentioned above, the cash consideration has been finalised at US$1,463,124,000. Following the finalisation of
the cash consideration post year end, the Group will refund approximately US$36,876,000 to COFCO.
The amount of equity value attributable to the Group, loss on disposal and fair value of consideration treated as investment in associate are
detailed below:
US$000
NET ASSETS AT DATE OF DISPOSAL
EQUITY VALUE ATTRIBUTABLE TO THE GROUP
LOSS ON DISPOSAL, INCLUSIVE OF DISPOSAL COSTS
REMEASUREMENT GAIN ON PRE-EXISTING INVESTMENT IN ASSOCIATE
2,858,083
615
2,858,698
(27,356)
139,798
An analysis of the net inflow of cash and cash equivalents in respect of the disposal of NAL Group is as follows:
US$000
PROVISIONAL CASH CONSIDERATION
CASH AND CASH EQUIVALENTS DISPOSED AS OF 30 SEPTEMBER 2014
NET INFLOW OF CASH AND CASH EQUIVALENTS IN RESPECT OF THE DISPOSAL
100
1,500,000
(516,296)
983,704
8. TAX
The Groups taxes on assessable profits have been calculated at tax rates prevailing in the countries in which the Group operates, based on existing
legislation, interpretations and practices in respect thereof.
Tax expense charged to the consolidated income statements comprises the following:
2014
2013
US$000
US$000
PROVISION FOR THE YEAR
62,853
67,559
OVERPROVISION IN PRIOR YEARS
(1,066)
(2,836)
(26,051)
(24,779)
35,736
39,944
NET DEFERRED TAX CREDIT
A reconciliation of the tax expense of the Group applicable to profit before tax at applicable rates to the tax expense/(credit) for the year at the effective
tax rate is as follows:
2014
2013
US$000
US$000
277,663
760,288
TAX AT THE APPLICABLE RATES IN THE COUNTRIES CONCERNED
(39,674)
46,261
INCOME NOT SUBJECT TO TAX
(25,138)
(23,796)
73,962
42,965
UNRECOGNISED BENEFIT OF TAX LOSSES

NON-DEDUCTIBLE EXPENSES
7,009
15,243
OTHERS
19,577
(40,729)
TAX EXPENSE FOR THE YEAR
35,736
39,944
The share of tax charge attributable to joint ventures and associates amounted to US$19,970,000 (2013: tax benefit of US$32,392,000) and was
included in Share of profits and losses of joint ventures and associates in the consolidated income statement.
101
31 DECEMBER 2014
9. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to ordinary equity holders of the parent less capital
securities dividend by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the profit for the year attributable to ordinary equity holders of the parent (no
adjustment was made for interest on the convertible bonds for the year ended 31 December 2014 and 2013 as it had no dilutive effect) by the weighted
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the
conversion of all the dilutive potential ordinary shares into ordinary shares.
The computations of basic and diluted earnings per share are based on:
AGRICULTURAL
CONTINUING
DISCONTINUED
OPERATIONS
OPERATIONS
GROUP
US$000
US$000
US$000
2014
EARNINGS
PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT FOR BASIC
AND DILUTED EARNINGS PER SHARE
LESS: CAPITAL SECURITIES DIVIDEND
243,203
(111,172)
132,031
(28,862)
(28,862)
214,341
(111,172)
103,169
ADJUSTED PROFIT ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF

THE PARENT FOR BASIC AND DILUTED EARNINGS PER SHARE
2013
EARNINGS
PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT FOR BASIC
AND DILUTED EARNINGS PER SHARE
LESS: CAPITAL SECURITIES DIVIDEND
719,274
(475,797)
243,477
(29,750)
(29,750)
689,524
(475,797)
213,727
ADJUSTED PROFIT ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF

THE PARENT FOR BASIC AND DILUTED EARNINGS PER SHARE
2014
2013
SHARE000
SHARE000
6,464,373
6,291,999
62,246
41,586
6,526,619
6,333,585
SHARES
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
DILUTIVE EFFECT OF SHARE OPTIONS
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES ADJUSTED FOR THE DILUTIVE EFFECT
10. DIVIDENDS PAID AND PROPOSED

During the year, a final cash dividend of US$0.0091 per share relating to the year ended 31 December 2013 was declared and approved at the annual
general meeting and was paid.

Under the Scrip Dividend Scheme, shareholders entitled to this dividend may elect to receive either cash or an allotment of ordinary shares in the
Company credited as fully paid in lieu of cash. 19,895,539 shares were allotted to eligible shareholders who have elected to participate in the Scrip
Dividend Scheme in respect of the final dividend.
A special cash dividend of US$0.03 per share was approved by the Board of Directors and was paid on 5 December 2014.
Details of the interim dividend for the year ended 31 December 2014 are included in note 43 to the financial statements.
102
11. PROPERTY, PLANT AND EQUIPMENT

ASSETS
LAND AND
LEASEHOLD
BUILDINGS
IMPROVEMENTS
US$000
PLANT AND
MOTOR
UNDER
VESSELS
EQUIPMENT
VEHICLES
DEVELOPMENT
TOTAL
US$000
US$000
US$000
US$000
US$000
US$000
423,245
24,506
504,820
1,845,331
123,584
458,596
3,380,082
38,058
28,286
34,354
77,507
10,056
203,194
391,455
7,080
2,961
44,184
240,753
(294,978)
(3,405)
(136)
(16,609)
(255)
(4,142)
(24,547)
(994)
(161,779)
(375)
(14)
(163,162)
1,702
(42)
(2,671)
(107)
(2,673)
(3,791)
465,686
55,575
421,579
2,143,936
133,264
359,997
3,580,037
68,614
601
7,358
80,507
5,515
117,311
279,906
164,768
148,419
8,197
321,384
2,629
407
218,727
10,223
(231,986)
(15,094)
(1,132)
(80,443)
(5,622)
(14,324)
(116,615)
(8,600)
(5,000)
(13,600)
(433,107)
(3,313)
(2,074,122)
(130,686)
(105,718)
(2,746,946)
COST:
AT 1 JANUARY 2013
ADDITIONS
ASSET TRANSFERS
DISPOSALS
DISPOSALS OF SUBSIDIARIES
(NOTE 15)
EXCHANGE ADJUSTMENTS
1 JANUARY 2014
ADDITIONS
ACQUISITION OF SUBSIDIARIES
(NOTE 15)
ASSET TRANSFERS
DISPOSALS
IMPAIRMENT
(NOTE 7 AND 15)
ASSETS IN SUBSIDIARIES
CLASSIFIED AS HELD FOR
SALE (NOTE 18)
(42,055)
(30,650)
(16,166)
(2,410)
(28,255)
(119,536)
(4,729)
(137)
(4)
(7,899)
(186)
(629)
(13,584)
AT 31 DECEMBER 2014
206,712
21,351
428,933
404,359
10,098
99,593
1,171,046
AT 1 JANUARY 2013
36,621
9,050
54,374
368,589
41,184
509,818
PROVIDED DURING THE YEAR
13,406
4,538
29,640
168,086
15,928
231,598
(224)
(310)
(12,823)
(1,538)
(14,895)
(912)
(24,025)
(279)
(4)
(25,220)
498
(57)
1,964
(101)
2,304
49,389
13,221
59,989
525,537
55,469
703,605
19,008
2,962
19,165
58,665
7,358
107,158
(628)
(95)
(31,842)
(3,175)
(35,740)
(57,863)
(1,514)
(375,870)
(52,150)
(487,397)
(3,155)
(1,113)
(4,862)
(1,092)
(10,222)
647
(519)
(1,847)
(107)
(1,825)
7,398
12,942
79,155
169,781
6,303
275,579
AT 31 DECEMBER 2013
416,297
42,354
361,590
1,618,399
77,795
359,997
2,876,432
AT 31 DECEMBER 2014
199,314
8,409
349,778
234,578
3,795
99,593
895,467
ACCUMULATED
DEPRECIATION:
DISPOSALS
DISPOSALS OF SUBSIDIARIES
(NOTE 15)
1 JANUARY 2014
DISPOSALS
(NOTE 7 AND 15)
ASSETS IN SUBSIDIARIES
CLASSIFIED AS HELD FOR
SALE (NOTE 18)
AT 31 DECEMBER 2014
NET BOOK VALUE:
103
31 DECEMBER 2014
11. PROPERTY, PLANT AND EQUIPMENT (continued)

As at 31 December 2014, land and buildings are situated in the UAE, Indonesia, India, Australia, Mongolia, Jamaica, and USA. The cost of freehold
land and buildings amounted to US$203,705,000 (2013: US$206,141,000) and the cost of land and buildings under long term leases amounted to
US$3,007,000 (2013: US$259,545,000).
As at 31 December 2014, certain of the Groups vessels with a net carrying amount of approximately US$104,232,000 (2013: US$710,216,000) were
pledged to secure the Groups short term and long term bank loans as set out in note 27 to the financial statements.
As at 31 December 2014, assets under development were mainly an ethanol plant, land and building, vessels, others plant and equipment and
computer systems under development with carrying amounts of US$42,883,000, US$8,489,000, US$6,880,000, US$889,000 and US$40,452,000
(2013: sugar mills of US$94,019,000, computer systems under development of US$34,806,000, crushing plant of US$200,054,000 and palm
plantation of US$14,505,000).
12. MINE PROPERTIES
MINERAL
RESERVES AND
DEFERRED
MINE
RESOURCES
MINING COSTS
DEVELOPMENT
TOTAL
US$000
US$000
US$000
US$000
AT 1 JANUARY 2013
44,578
49,503
112,086
206,167
ADDITIONS
16,926
18,556
10,241
45,723
DISPOSALS
(9,819)
(960)
(10,779)
DISPOSALS OF SUBSIDIARIES (NOTE 15)
(16,652)
(3,929)
(38,700)
(59,281)
IMPAIRMENT (NOTE 4)
(5,600)
(5,600)
(4,948)
(8,127)
(3,781)
(16,856)
AT 31 DECEMBER 2013 AND 1 JANUARY 2014
34,304
46,184
78,886
159,374
6,821
124
6,945
69,834
69,834
COST:
ADDITIONS
ADDITIONS ON ACQUISITION OF SUBSIDIARIES
DISPOSALS
(4,768)
(13,592)
(18,360)
(70,630)
(70,630)
IMPAIRMENT (NOTE 4)
(9,788)
(8,016)
(27,806)
(45,610)
(4,619)
(978)
(1,761)
(7,358)
21,154
23,722
49,319
94,195
10,530
11,137
19,826
41,493
5,653
1,074
9,222
15,949
AT 31 DECEMBER 2014
ACCUMULATED AMORTISATION:
AT 1 JANUARY 2013
(2,308)
(2,308)
(3,184)
(2,107)
(3,269)
(8,560)
12,999
7,796
25,779
46,574
2,965
912
6,483
10,360
(3,047)
(1,190)
(1,900)
(6,137)
12,917
7,518
30,362
50,797
AT 31 DECEMBER 2013
21,305
38,388
53,107
112,800
AT 31 DECEMBER 2014
8,237
16,204
18,957
43,398

AT 31 DECEMBER 2014
NET BOOK VALUE:
104
12. MINE PROPERTIES (continued)

Mine properties comprise of mineral reserves and resources, deferred mining costs and mine development located in Indonesia and Australia.
The mining operations in the Northern Territory of Australia have been put on care and maintenance as a result of depressed iron ore prices.
An impairment of mine properties of US$45,610,000 (2013: US$5,600,000) was charged in the income statement. The fair value measurement
belongs to a level 3 valuation based on comparable valuation approach. Key assumptions include parameter of comparable companies based on
country economics, scale and stage of maturity and their enterprise values were calculated and adjusted for scale and development risk to give the
fair value of this subsidiary.
13. INTANGIBLE ASSETS
OTHER
GOODWILL
INTANGIBLE ASSETS
TOTAL
US$000
US$000
US$000
725,588
136,151
861,739
489
489
(3,654)
(48)
(3,702)
(1,219)
(24)
(1,243)
720,715
136,568
857,283
ADDITIONS DURING THE YEAR
25,849
84,217
110,066
(484,683)
(51,750)
(536,433)
(9,461)
(9,461)
252,420
169,035
421,455
COST:
AT 1 JANUARY 2013
ADDITIONS DURING THE YEAR
DISPOSALS
DISPOSALS OF SUBSIDIARIES (NOTES 7 AND 15)

ASSETS IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE (NOTE 18)
AT 31 DECEMBER 2014
ACCUMULATED AMORTISATION AND IMPAIRMENT:
AT 1 JANUARY 2013
23,122
43,917
67,039
AMORTISATION DURING THE YEAR
17,060
17,060
IMPAIRMENT DURING THE YEAR
1,416
1,416
85,515
23,122
62,393
AMORTISATION DURING THE YEAR
13,295
13,295
DISPOSAL OF SUBSIDIARIES (NOTES 7 AND 15)
(31,178)
(31,178)
(215)
(215)
23,122
44,295
67,417
AT 31 DECEMBER 2013
697,593
74,175
771,768
AT 31 DECEMBER 2014
229,298
124,740
354,038
AT 31 DECEMBER 2014
NET CARRYING AMOUNT:
Other intangible assets include railroad and market leases, customer lists and information technology with net carrying amounts of US$98,298,000,
US$22,692,000 and US$3,750,000, respectively (2013: railroad and market leases of US$23,690,000, customer lists of US$26,582,000, information
technology of US$8,250,000 and trademarks of US$15,653,000). The remaining useful lives of other intangible assets ranged from 5 to 20 years.
Goodwill acquired through business combinations has been allocated to the relevant CGU for impairment testing. The carrying amount of the
majority of goodwill is allocated as follows:
NORTH AMERICA OIL, GAS AND POWER
CARRYING AMOUNT OF GOODWILL
BRAZILIAN SUGAR MILLS
2014
2013
2014
2013
US$000
US$000
US$000
US$000
223,355
223,355
444,260
105
31 DECEMBER 2014
13. INTANGIBLE ASSETS (continued)

North America oil, gas and power
The recoverable amounts of the CGUs under goodwill impairment testing have been determined based on fair value less costs of disposal calculations
using cash flow projections derived from financial forecasts covering five-year periods and approved by senior management. This fair value
measurement is classified as a level 3 valuation.
The pre-tax discount rate applied to the cash flow projection of the North America oil, gas and power CGUs is 10%. Key assumptions used in the fair
value less costs of disposal calculation of the cash-generating units for 31 December 2014 are as follows:
Projected gross profit The projected gross profit was calculated based on assumptions of volumes, prices, cost per unit, expenses and other factors,
which in turn were based on historical or market comparable figures, considering the efficiency improvements the Group expects to achieve in
future years.
Discount rates the Group has utilized its weighted average cost of capital to discount future cash flows.
The values assigned to key assumptions are based on historical data. There are no reasonably possible changes in key assumptions on which
management has based its determination of the recoverable amounts that would cause the CGUs carrying amounts to exceed their
recoverable amounts.
Brazilian sugar mills
The recoverable amounts of the CGUs under goodwill impairment testing have been determined based on value in use calculations using cash flow
projections derived from financial budgets covering five-year periods and approved by senior management.
Key assumptions used in the value in use calculation of the cash-generating units for 31 December 2013 are as follows:
Budgeted gross margins The projected gross margins were calculated based on assumptions of volumes, prices, cost per unit, expenses and other
factors, which in turn were based on historical or market comparable figures, considering the efficiency improvements the Group expects to achieve
in future years.
Discount rates The discount rates used were pre-tax and reflect specific risks relating to the business unit.
Revenue The basis used to determine the value of future revenue was the forecast price of sugar, by making reference to the New York Board of
Trade (NYBOT 11), expected ethanol prices in Brazil and estimated market rates for related power products.
The values assigned to key assumptions are consistent with external information sources.
106
14. INVESTMENTS IN SUBSIDIARIES
UNLISTED SHARES, AT COST

DUE FROM SUBSIDIARIES
DUE TO SUBSIDIARIES
2014
2013
US$000
US$000
791,066
722,978
8,503,764
9,270,409
(1,887,750)
(1,777,003)
7,407,080
8,216,384
Particulars of the Companys principal subsidiaries are set out in note 45 to the financial statements.
Amounts due from subsidiaries of US$7,900,854,000 (2013: US$8,919,711,000) at 31 December 2014 are unsecured, bear interest at rates determined
by the Groups treasury department based on prevailing market interest rates and have no fixed terms of repayment. Other amounts due from
subsidiaries are unsecured, interest-free and have no fixed terms of repayment.
Amounts due to subsidiaries of US$1,329,070,000 (2013: US$1,352,674,000) bear interest at rates determined by the Groups treasury department as
mentioned above. Other amounts due to subsidiaries are unsecured, interest-free and have no fixed terms of repayment.
15. ACQUISITION AND DISPOSAL/LOSS OF CONTROL OF SUBSIDIARIES
2014
Acquisitions
During the year ended 31 December 2014, the Group acquired interests in General Alumina Jamaica LLC (formerly Alcoa Minerals of Jamaica, L.L.C.)
(GAJ) and San Juan Fuels, L.L.C. (SJF). The fair value of the identifiable assets and liabilities of GAJ and SJF as at the date of acquisition are
detailed below:
NOTE
11
GAJ
SJF
FAIR VALUE
FAIR VALUE
RECOGNISED ON
RECOGNISED ON
ACQUISITION
ACQUISITION
TOTAL
US$000
US$000
US$000
245,478
75,906
DEFERRED TAX ASSETS
66,713
4,697
1,046
INVENTORIES
22,481
2,103
TAX RECOVERABLE
10,031
(60,514)
(3,149)

TOTAL IDENTIFIABLE NET ASSETS AT FAIR VALUE
288,886
75,906
(130,634)
(10,000)
CASH CONSIDERATION TO BE SETTLED IN FUTURE YEARS
(2,056)
(29,500)
NEGATIVE GOODWILL
156,196
36,406
NEGATIVE GOODWILL, NET OF TAX
156,196
21,806
CASH CONSIDERATION PAID IN 2014
178,002
GAJ
On 1 December 2014, the Group acquired a 100% equity interest in GAJ at a total consideration of US$132,690,000, comprising cash consideration of
US$130,634,000 and US$2,056,000 to be settled in cash in 2015, which was agreed on a willing-buyer, willing-seller basis, taking into account, inter
alia, the future business development of GAJ. GAJs main activities are bauxite mining and alumina refining through its 55% stake in Jamalco, a joint
arrangement between GAJ and Clarendon Alumina Production Limited.
From the date of acquisition, GAJ did not generate revenue and recorded net profit of US$3,131,000 for the year ended 31 December 2014. If the
combination had taken place at the beginning of the year, net profit attributable to the Group would have been US$36,864,000 for the year ended
31 December 2014.
107
31 DECEMBER 2014
15. ACQUISITION AND DISPOSAL/LOSS OF CONTROL OF SUBSIDIARIES (continued)

2014
Acquisitions (continued)
SJF
On 21 November 2014, the Group acquired 100% interests in SJF at a total consideration of US$39,500,000, comprising cash consideration of
US$10,000,000 and deferred consideration present value at US$29,500,000. Deferred consideration is divided into fixed portion, which bears
interest at 6 % p.a. and is repayable by a fixed installment, and variable, which is based on future production of the facility and is valued using the
income approach of undiscounted future payments. Key assumptions of the income approach include discount rates and net operating income.

SJFs main activities are refined coal operations. SJF contributed revenue of US$35,249,000 and net loss of US$3,907,000 to the Group for the year
ended 31 December 2014 since acquisition. If the combination had taken place at the beginning of the year, the revenue and net loss attributable to the
Group would have been US$313,805,000 and US$34,781,000 respectively for the year ended 31 December 2014.
Disposals
NAL Group
On 30 September 2014, the Company disposed of 51% interests in NAL Group. Please refer to note 7 for details.
Enkhtunkh Orchlon L.L.C. (EO)
Pursuant to the Option Agreement dated 31 October 2013, the Group exercised the option in February 2014 to acquire 100% of the equity interest of
EO, a company incorporated in Mongolia, at a consideration of US$3,755,000.
In December 2014, the Group disposed of 100% of the interest in EO. The carrying amount of the assets and liabilities at 31 December 2014 are
detailed below:
US$000
MINE PROPERTIES
INTANGIBLE ASSETS
TAX PAYABLE
NET ASSETS
RESERVES
70,630
352
4
152
(13,068)
(68)
58,002
(148)
57,854
LOSS ON DISPOSAL
(11,201)
CONSIDERATION TO BE RECEIVED IN CASH AND ROYALTIES
46,653
An analysis of the cash paid and disposed of during the year in respect of EO is as follows:
US$000
CASH CONSIDERATION PAID IN 2014
CASH AND CASH EQUIVALENTS OF DISPOSED SUBSIDIARY
NET CASH OUTFLOW
108
(3,755)
(4)
(3,759)

2013
Acquisitions
During the year ended 31 December 2013, the Group did not enter into any business acquisitions.
Disposals
During the year ended 31 December 2013, the Group disposed of interests in the following subsidiaries: PT Borneo Sejahtera Mulya (PT BSM),
Blackwood Corp (Blackwood) and PT Borneo Minerals (PT BM). The net cash received from the disposal of subsidiaries and the carrying amount
of the assets and liabilities at the date of disposal are detailed below:
31 DECEMBER 2013
PT BSM
BLACKWOOD
PT BM
US$000
US$000
US$000
137,775
69
98
55,352
1,621
180
1,063
84
1,979
141
3,437
1,043
TAX RECOVERABLE
3,642
TRADE RECEIVABLES
9,105
214
4,444
1,876
69
389
672
3,260
(60,856)
(2,858)
(7,857)
(18,546)
(1,505)
(1,332)
(68,518)
10,830
52,404
1,807
(25,688)
10,830
26,716
1,807
3,116
765
(1,807)
27,481
13,946
MINE PROPERTIES
INTANGIBLE ASSETS
INTERESTS IN ASSOCIATES
DEFERRED TAX ASSETS
INVENTORIES
BANK DEBTS AND CURRENT PORTION OF LONG TERM DEBTS
TAX PAYABLE
NET ASSETS
GAINS/(LOSSES) ON DISPOSALS
FAIR VALUE OF CONSIDERATION TREATED AS INVESTMENT IN ASSOCIATES
FAIR VALUE OF CONSIDERATION TREATED AS INVESTMENT IN A JOINT VENTURE
109
31 DECEMBER 2014

2013
Disposals (continued)
An analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiaries is as follows:
PT BSM
BLACKWOOD
PT BM
US$000
US$000
US$000
CASH CONSIDERATION
CASH AND CASH EQUIVALENTS OF DISPOSED SUBSIDIARIES
(3,437)
(1,043)
NET CASH OUTFLOW
(3,437)
(1,043)
PT BM
On 12 April 2013, the Group disposed of all its interest in PT BM to a third party for zero cash consideration.
Blackwood
On 18 December 2013, the Group exchanged all its shareholding in Blackwood for 189,379,520 shares of Cockatoo Coal Limited (Cockatoo). As at
31 December 2014, Cockatoo shares were accounted for as an investment in an associate as further detailed in note 17.
PT BSM
On 23 December 2013, the Groups wholly owned subsidiary PT BSM acquired 100% of the shareholding interest of PT WHS Maritime Investment
(PT WMI), a company incorporated in Indonesia, for an aggregate consideration of US$28,000,000 satisfied by the issuance of 15,125,779 new
shares of PT BSM to the former owner of PT WMI. Following this transaction the Groups interest in PT BSM was diluted from 100% to 45% and
was treated as a joint venture accordingly (note 16).
As of result of the loss of control of PT BSM, the Group recognized a disposal gain of US$3,116,000.
16. INVESTMENTS IN JOINT VENTURES
GROUP
SHARE OF NET ASSETS
COMPANY
2014
2013
2014
2013
US$000
US$000
US$000
US$000
198,192
27,553
5,701
71,373
81,235
(8,150)
39,128
40,533
300,543
149,321
5,701
DUE FROM JOINT VENTURES (UNSECURED, INTEREST-FREE AND

HAVE NO FIXED TERMS OF REPAYMENT)
DUE TO JOINT VENTURES (UNSECURED, INTEREST-FREE AND
GOODWILL ON ACQUISITION
110
16. INVESTMENTS IN JOINT VENTURES (continued)

The joint ventures are indirectly held by the Company. Particulars of the joint ventures are as follows:
PERCENTAGE OF
PLACE OF INCORPORATION/
REGISTRATION AND
OWNERSHIP
VOTING
PROFIT
INTEREST
POWER
SHARING
HONG KONG
50
50
50
SHIP OPERATOR
COALRIDGE LIMITED
BVI
50
50
50
INVESTMENT HOLDING
EKHGOVIIN CHULUU LLC
MONGOLIA
50
50
50
EXPLORATION AND MINING
K NOBLE HONG KONG LIMITED
HONG KONG
51
50
51
SHIP OPERATOR
K-NOBLE PTE. LTD.
SINGAPORE
51
50
51
SHIP OPERATOR
HARBOUR ENERGY LTD.
CAYMAN ISLANDS
75
50
75
OIL AND GAS INVESTMENT
NOBLE MANSFIELD RENEWABLE ENERGY, LLC
UNITED STATES OF AMERICA
50
50
50
RENEWABLE ENERGY
NAME
BUSINESS
ACME VENTURE LIMITED
PRINCIPAL ACTIVITIES
DISTRIBUTION
NICE VENTURE LIMITED
HONG KONG
50
50
50
SHIP OPERATOR
PADMA SHIPPING LIMITED
HONG KONG
50
50
50
SHIP OPERATOR
PANACORE INVESTMENTS LIMITED
MAURITIUS
65
50
65
SHIP OPERATOR
PT BSM
INDONESIA
45
50
45
INVESTMENT HOLDING
PT OPTIMA COAL
INDONESIA
50
50
50
COKING COAL TRADING
TECNICA HOLDINGS LIMITED
BVI
50
50
50
INVESTMENT HOLDING
TRIUMPH ALLIANCE PTE. LTD.
SINGAPORE
49
50
49
COAL EXPORT TERMINAL

IN RUSSIA
WATT POWER LIMITED
UNITED KINGDOM
75
50
75
DEVELOPER OF POWER
GENERATION ASSETS
Except for Triumph Alliance Pte. Ltd., Ekhgoviin Chuluu LLC and K Noble Hong Kong Limited, none of the above joint ventures was audited by
Ernst & Young.
Harbour Energy Ltd. (Harbour)

Pursuant to a joint venture agreement on 14 July 2014, the Group and EIG Global Energy Partners (EIG) formed a joint venture and invested
US$150,000,000 for a 75% ownership interest. The Group shares in 75% of the profits; however, the Groups share in losses is effective after EIG
absorbs 100% of the first US$50,000,000 loss. The Group and EIG share equal control of the board of directors and EIG is the manager of day-to-day
operations. Noble is the preferred marketer for Harbours acquired assets. Given the Groups influence and involvement through certain
participation rights, the investment is accounted for as a joint venture.
111
31 DECEMBER 2014
16. INVESTMENTS IN JOINT VENTURES (continued)

Harbour Energy Ltd. (Harbour) (continued)
As at the date of this report, Harbour has not yet issued its audited financial statements for the year ended 31 December 2014. For the purpose of
equity accounting, the management financial statements of Harbour have been used to estimate the full year results of this investment. Harbours full
year audited results may be different from the Groups estimate. Any difference will be adjusted for by the Group in 2015.
US$000
REVENUE+
77
LOSS FOR THE YEAR AND TOTAL COMPREHENSIVE LOSS FOR THE YEAR*
(6,645)
DIVIDEND RECEIVED
*SHARE OF LOSS AND SHARE OF TOTAL COMPREHENSIVE OF HARBOUR FOR THE YEAR
Revenue includes interest income received by the partnership.
Reconciliation of the Groups interest in the joint venture to Harbours statement of financial position is as follows:
31 DECEMBER
2014
US$000
197,721

CURRENT LIABILITIES
(4,366)
NET ASSETS
193,355
-
GOODWILL RECORDED IN HARBOURS FINANCIAL STATEMENTS
193,355
NET ASSETS, EXCLUDING GOODWILL
75%
PROPORTION OF THE GROUPS OWNERSHIP

GROUPS SHARE OF NET ASSETS OF THE JOINT VENTURE
ACCOUNTING ADJUSTMENTS#
145,016
CARRYING AMOUNT OF THE INVESTMENT
150,414
5,398
Accounting adjustments include the Groups ownership share of losses covered by common unit holders. Losses of the joint venture are borne
by the common unit holders up to the common unit equity amount.
The following table summarises the aggregate financial information of the joint ventures which management considered are not
individually material:
2014
2013
US$000
US$000
SHARE OF PROFIT/(LOSS) OF JOINT VENTURES OTHER THAN HARBOUR
(3,192)
1,075
SHARE OF OTHER COMPREHENSIVE INCOME/(LOSS) OF JOINT VENTURES
25,348
(19,362)
SHARE OF TOTAL COMPREHENSIVE INCOME/(LOSS) OF JOINT VENTURES
22,156
(18,287)
During the year ended 31 December 2013, the Group disposed of its entire interests in Idalia Coal Pty Limited and Botlek Tank Terminal B.V.
with gains on disposals of US$21,446,000 (note 4).
The Group has reviewed the indicators of impairment of all joint ventures, and an impairment provision of US$4,919,000 was recognised in the
income statement for the year in relation to two joint ventures. The impairment charges were driven by our reassessment of expected future
income streams.
112
17. INVESTMENTS IN ASSOCIATES

GROUP
SHARE OF NET ASSETS
COMPANY
2014
2013
2014
2013
US$000
US$000
US$000
US$000
1,666,722
965,489
618
574
92,930
60,958
48,536
13,105
(73,582)
(5,316)
(73)
328,355
43,731
2,014,425
1,064,862
49,081
13,679
DUE FROM ASSOCIATES (UNSECURED, INTEREST-FREE AND

DUE TO ASSOCIATES (UNSECURED, INTEREST-FREE AND
GOODWILL ON ACQUISITION
Particulars of the associates of the Group as at 31 December 2014 and 2013 are as follows:
PLACE OF
INCORPORATION/
NAME
PERCENTAGE OF EQUITY
MARKET VALUE BASED ON
REGISTRATION
ATTRIBUTABLE TO THE
PRINCIPAL
LISTED STOCK PRICE AS
AND BUSINESS
GROUP
ACTIVITIES
AT 31 DECEMBER
2014
2013
2014
2013
US$000
US$000
LISTED
ASPIRE MINING LIMITED
AUSTRALIA
14
15
COAL EXPLORATION
2,639
4,879
COCKATOO COAL LIMITED (COCKATOO)
AUSTRALIA
23
21
COAL MINING
2,592
37,653
EAST ENERGY RESOURCES LIMITED
AUSTRALIA
41
41
COAL EXPLORATION
1,911
5,206
PT ATLAS RESOURCES TBK. (ATLAS)
INDONESIA
10
10
COAL MINING
10,942
21,180
RESOURCE GENERATION LIMITED (RESGEN)
AUSTRALIA
14
18
COAL MINING
7,169
16,429
XANADU MINES LTD (XML)
AUSTRALIA
COAL EXPLORATION
YANCOAL
AUSTRALIA
13
13
COAL MINING
UNITED STATES
29
27
NATURAL GAS
1,778
825
16,608
88,718
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
UNLISTED
INFLECTION ENERGY LLC
OF AMERICA
NAL (NOTE 7)
BERMUDA
EXPLORATION
49
N/A
AGRICULTURAL SUPPLY
CHAIN MANAGEMENT
NOVANT LIMITED
HONG KONG
20
N/A
PIGMENT CHEMICALS
TRADING
TERMINALES PORTUARIAS DEL PACIFICO,
MEXICO
25
25
S.A.P.I. DE C.V.
MINERAL AND STEEL

TERMINAL
X2 RESOURCES PARTNERS LP INC. (X2)
GUERNSEY
15
N/A
MINING AND METALS

INVESTMENT
Except for XML and NAL, none of the above associates was audited by Ernst & Young.
The Group reclassified Atlas to investments in associates from held for trading financial assets following the appointment of a director of Noble as
Vice President of the Board of Commissioners in March 2013, and recognized a re-measurement gain on the pre-existing interest of US$25,450,000
(note 4).
Although the Group held less than 20% of the ownership interest and voting rights in some of the above associates, it has judged that it exercises
significant influence through its material commercial and financial transactions and representation on the Board of Directors and Board
sub-committees of these associates.
113
31 DECEMBER 2014
17. INVESTMENTS IN ASSOCIATES (continued)

Yancoal
After the consummation of the merger of Gloucester Coal Limited (GCL) and Yancoal on 27 June 2012, the Group obtained a 13.2% shareholding
in Yancoal. As the Group provides essential technical information to Yancoal and is the second largest shareholder with its own representative on
the board of directors and has material transactions with Yancoal, the Groups management determined that it exercised significant influence over
Yancoal and has accounted for the investment as an associate.
As of the date of this report, Yancoal has not issued its financial statements for the year ended 31 December 2014. For the purpose of equity
accounting, the management consolidated financial statements of Yancoal for the year ended 31 December 2014 have been used and appropriate
adjustments have been made for the effects of significant transactions between the Group and Yancoal. Yancoals full year audited financial
statements may be different from the Groups estimate. Any difference will be adjusted for by the Group in 2015.

NAL
On 30 September 2014, the Share Sale Agreement dated 2 April 2014 between the Company, Noble Agri International Limited and COFCO
(Hong Kong) Limited become wholly unconditional and the disposal of 51% of the Companys interest in NAL Group was completed.
Upon completion, the Companys residual 49% interest in NAL Group was accounted for as an associate.
The following table provides summarized financial information of NAL Group and Yancoal adjusted for any differences in accounting policies,
and reconciles this information to the carrying amount in the consolidated financial statements:
Highlights of NAL Group and Yancoals income statements
NAL GROUP*
REVENUE
LOSS FOR THE YEAR
OTHER COMPREHENSIVE INCOME/(LOSS)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
DIVIDEND RECEIVED
SHARE OF LOSS FOR THE YEAR
SHARE OF OTHER COMPREHENSIVE LOSS FOR THE YEAR
SHARE OF TOTAL COMPREHENSIVE LOSS
114
YANCOAL
2014
2014
2013
US$000
US$000
US$000
14,785,282
1,418,513
1,383,321
(621,577)
(318,645)
(806,411)
(21,440)
(420,976)
(48,210)
(643,017)
(739,621)
(854,621)
(94,765)
(60,371)#
(97,769)#
3,237
(79,747)^
(6,344)
(91,528)
(140,118)
(104,113)
Balances represent full year results. The Group recognised NAL Groups share of loss after 1 October 2014.
Share of loss of Yancoal was net of amortisation of mine properties and the difference from prior years audited financial statements against
the Groups estimate of its share of loss. As at the date of issuance of 2013 annual report, Yancoal had not yet issued its audited financial
statements and the estimated consolidated financial statements of Yancoal for the nine month period ended 30 September 2013 was used to
make an estimate of the full year results of Yancoal.
Share of other comprehensive loss for the year ended 31 December 2014 includes the difference from prior years audited financial statements
against the Groups estimate of its share of other comprehensive loss.

Highlights of NAL Group and Yancoals income statements (continued)
Reconciliations of the Groups interest in the associates to NAL Group and Yancoals statement of financial position are as follows:
NAL GROUP
YANCOAL
31 DECEMBER
31 DECEMBER
2014
2014
2013
US$000
US$000
US$000
31 DECEMBER
CURRENT ASSETS
4,876,540
547,533
672,975
NON CURRENT ASSETS
2,884,005
5,631,926
5,846,973
(5,095,937)
(283,528)
(619,352)
NON CURRENT LIABILITIES
(465,213)
(3,852,151)
(5,046,927)
NET ASSETS
2,199,395
2,043,780
853,669
GOODWILL RECORDED IN FINANCIAL STATEMENTS
(185,515)
(49,339)
(86,738)
(1,797,143)
766,931*
CURRENT LIABILITIES
SUBORDINATE CAPITAL NOTE (SCN)
2,013,880
197,298
PROPORTION OF THE GROUPS OWNERSHIP
49.00%
13.16%
13.16%
GROUPS SHARE OF NET ASSETS OF THE ASSOCIATE
986,801
100,928
576,680#
677,608
NET ASSETS, EXCLUDING GOODWILL AND SCN
ACQUISITION FAIR VALUE AND OTHER ADJUSTMENTS
358,424^
25,964
296,287#
CARRYING AMOUNT OF THE INVESTMENT
1,345,225
322,251
Accounting adjustments of NAL Group includes the provisional purchase price assessment of NAL Group, which will be subject to change once
it has been finalised in 2015
Accounting adjustments of Yancoal include the fair value adjustment of mine properties on acquisition less accumulated amortization
and impairment
Yancoals net assets as at 31 December 2013 was projected based on management consolidated financial statements as at 30 September 2013
Following the recognition of the Groups share of impairments booked by associates, except goodwill, the Group completed an assessment of the
recoverable amount of investments and concluded that the recoverable values support the carrying values of these investments and that no further
impairment is required.
The following table summarises the aggregate financial information of the other associates which management considers are not
individually material:
2014
2013
US$000
US$000
(19,914)
(10,176)
SHARE OF OTHER COMPREHENSIVE LOSS OF ASSOCIATES
(981)
SHARE OF TOTAL COMPREHENSIVE LOSS OF ASSOCIATES
(20,895)
(10,176)
SHARE OF LOSS OF ASSOCIATES OTHER THAN YANCOAL AND NAL GROUP
The Group performs impairment tests on its investments in associates on an annual basis and when an indicator of impairment exists. The Group
considers the associates operational performance, market values and carrying values when reviewing for indicators of impairment.
An impairment loss of US$200,000,000 (2013: Nil) was recognised for Yancoal with a recoverable amount of US$322,251,000 as at
31 December 2014. The recoverable amount was determined based on a value in use calculation at a discount rate of 9%. The impairment charges were
driven by lower projected profit within the business.
A full impairment of US$43,263,000 (2013: Nil) was recognised for an iron ore mining associate during the year. The Group considers that the project
is marginal and its fair value is minimal based on the external valuation reports and current market views on long term price.
115
31 DECEMBER 2014

An impairment loss of US$2,000,000 (2013: Nil) was recognised for a coal exploration associate with a recoverable amount of US$4,517,000 as at
31 December 2014. The recoverable amount was determined based on a fair value less costs of disposal calculation using an independent valuation
report. This fair value measurement is classified as a level 2 valuation based on a comparable valuation approach. Key assumptions included the
selection of comparable companies based on country economics, scale and stage of maturity and their enterprise values, adjusted for scale and
development risk to give the fair value of this associate.
An impairment loss of US$30,880,000 (2013: Nil) was recognised for a coal mining associate with a recoverable amount of US$25,300,000 as at
31 December 2014. The recoverable amount was determined based on a combination of value in use for the mining operations and a fair value less
cost of disposal calculation for the exploration projects. To calculate value in use a discount rate of 10% (real) was used. The fair value measurement
belongs to a level 3 valuation based on comparable valuation approach. Key assumptions include parameter of comparable companies based on
country economics, scale and stage of maturity, and their enterprise values were calculated and adjusted for scale and development risk to give the fair
value of this associate.
During the year ended 31 December 2014, the Group disposed a portion of its interests in Resgen with a loss on disposal of US$1,272,000 (note 4).
During the year ended 31 December 2013, the Group disposed its entire interests in Eagle Point Power Generation LLC with a gain on disposal
of US$5,232,000 (note 4).
18. SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
As part of the disposal of NAL Group, the Group retained the palm business in exchange of a promissory note of US$64,449,000 to NAL Group. The
promissory note carries a contingent value right under which the Group shall remit to the NAL Group, the proceeds of the sale of palm business, less
any taxes, expenses and other costs of sale, received by the Group from a third party, and the NAL Group shall return the promissory note. As at
31 December 2014, the Group is in discussion with potential buyers on the sale of the palm business.
The major classes of assets and liabilities for the palm business held for sale as at 31 December 2014 are stated at the lower of cost and recoverable
amount and were as follows:
2014
NOTES
US$000
11
109,314
INTANGIBLE ASSETS
13
9,461
20
73,308
GROUP
ASSETS
AGRICULTURAL ASSETS
862
TRADE RECEIVABLES
560

INVENTORIES
ASSETS IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
25,896
5,215
224,616
LIABILITIES
4,471
LIABILITIES IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
4,471
NET ASSETS ASSOCIATED WITH SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
220,145
INCLUDED IN OTHER COMPREHENSIVE INCOME

EXCHANGE FLUCTUATION RESERVE
116
570
ACQUISITION OF NON-CONTROLLING INTERESTS
5,039
RESERVES IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
5,609
NON-CONTROLLING INTERESTS ATTRIBUTABLE TO SUBSIDIARIES CLASSIFIED AS HELD FOR SALE
3,006
19. LONG TERM EQUITY INVESTMENTS

GROUP
COMPANY
2014
2013
2014
2013
US$000
US$000
US$000
US$000
EQUITY INVESTMENTS, AT FAIR VALUE
35,013
20,427
1,210
2,496
UNLISTED EQUITY INVESTMENTS, AT COST
56,869
78,726
415
415
(40,776)
(17,816)
51,106
81,337
1,625
2,911
LESS: IMPAIRMENT PROVISIONS OF UNLISTED EQUITY INVESTMENTS
The Groups long term equity investments consist of investments in equity securities which were designated as available-for-sale financial assets and
have no fixed maturity date or coupon rate.
During the year ended 31 December 2014, the change in fair value of the Groups long term equity investments recognised in other comprehensive
income amounted to a loss of US$1,886,000 (2013: gain of US$623,000).
As at 31 December 2014, equity investments recorded at fair value were measured using observable market prices and are classified as
level 1 measurements.
As at 31 December 2014, certain unlisted equity investments with a carrying amount of US$16,093,000 (2013: US$60,910,000) were stated at cost
less impairment because the range of reasonable fair value estimates is so significant that the directors are of the opinion that their fair value cannot
be measured reliably.
The Group performs impairment tests on these investments on an annual basis when an indicator of impairment exists. The Group considers the
investees operational performance and carrying value when reviewing for indicators of impairment.
Impairment of US$33,000,000 has been recognised for an investment in an unlisted mine exploration company with an estimated recoverable
amount of US$6,778,000 during the year. The recoverable amount of this investment is determined based on the estimated future cash flow from
underlying assets of the investee.
Impairment of US$16,811,000 (2013: US$5,000,000) has been recognised in the income statement which was transferred from other comprehensive
income as a result of the decline in the market value of certain listed equity investments with total recoverable amount of US$11,236,000.
117
31 DECEMBER 2014
20. AGRICULTURAL ASSETS

2014
2013
US$000
US$000
AT 1 JANUARY
460,912
450,778
ADDITIONS
138,082
57,452
(168,141)
(70,887)
430,853
437,343
(2,458)
23,569
ALLOCATION TO INVENTORIES
INCREASE/(DECREASE) IN FAIR VALUE LESS POINT-OF-SALE COSTS
DISPOSAL OF SUBSIDIARIES (NOTE 7)

ASSETS IN SUBSIDIARIES CLASSIFIED AS HELD FOR SALE (NOTE 18)
AT 31 DECEMBER
428,395
460,912
(355,087)
(73,308)
460,912
As at 31 December 2013, the Groups agricultural assets comprised the followings:

(a)
Sugar cane plantation in Brazil of approximately 144,094 hectares. The growing cycle of sugar cane is six years with an annual harvest.
During the year ended 31 December 2013, the Group harvested approximately 9,080,525 tons and left 767,972 tons sugar cane unharvested.
The sugar cane crop is fully utilised for the Groups Brazilian sugar cane crushing facility.
(b)
Palm plantation in Indonesia of approximately 58,511 hectares. The growing cycle is twenty-five years. The Group has planted 11,149 hectares
and the plantation has not yet matured.
(c)
Fair values of agricultural assets are classified as a level 2 measurement valued using observable market prices or market survey services
adjusted for quality differentials.
21. LONG TERM LOANS

The Group has made loans to trade counterparties to secure strategic business partnerships and long term purchase contracts. Interest on the loans
are at market rates. Details of long term loans maturity profile are set out in note 36(a) to the financial statements. Impairment of US$47,486,000
(2013: Nil) related to a loan restructuring with a supplier has been recognised in the income statement.
22. CASH AND CASH EQUIVALENTS
GROUP
COMPANY
2014
2013
2014
2013
US$000
US$000
US$000
US$000
BANK BALANCES AND SHORT TERM TIME DEPOSITS
357,695
758,901
111,346
489,813
CASH BALANCES WITH FUTURES BROKERS
546,127
297,051
903,822
1,055,952
111,346
489,813
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits are made for varying periods of between
one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective short term time deposit
rates. At 31 December 2014, the original maturity periods of all time deposits were less than 90 days (2013: less than 90 days), and the effective
interest rates ranged from 0.4% to 8.25% (2013: 0.3% to 8.8%) per annum depending on currency and tenor.
Included in the cash balances with futures brokers is an amount of US$350,408,000 (2013: US$86,408,000) which is not immediately available
for use in the Groups business operations as it is earmarked to cover unrealised losses on futures contracts, and cannot be replaced by alternative
collateral arrangements such as stand-by letters of credit.
118
23. TRADE RECEIVABLES

The Groups trading terms with its customers are substantially on credit, except for new customers, where payment in advance is normally required.
The credit period is generally one month, extending up to three months for major customers. Each customer has a maximum credit limit. The Group
seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise the credit risk. Overdue balances are
reviewed regularly by senior management. Trade receivables are non-interest-bearing.
Details of the aging and the provision for impairment of trade receivables are set out in note 36(b) to the financial statements.
24. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
GROUP
PREPAYMENTS*
DEPOSITS AND OTHER RECEIVABLES
COMPANY
2014
2013
2014
2013
US$000
US$000
US$000
US$000
539,611
794,593
4,018
809,617
749,932
102,832
36,567
7,380,618
4,787,264
45,039
8,729,846
6,331,789
151,889
36,567
FAIR VALUE GAINS ON COMMODITY CONTRACTS AND

DERIVATIVE FINANCIAL INSTRUMENTS
As at 31 December 2014, the Group had made certain prepayments to suppliers which were funded by bank borrowings of US$145,572,000
(2013: US$140,248,000) (note 27), and certain portions of the prepayments amounting to US$132,379,000 (2013: US$132,073,000) had been
derecognised against the same amounts of associated bank borrowings with the remaining balance of US$13,193,000 (2013: US$8,175,000)
not derecognised as the obligation under the liabilities are not fully discharged pursuant to the Groups derecognition accounting policy.
25. INVENTORIES
COMMODITY INVENTORIES AT FAIR VALUE

OTHER INVENTORIES AT THE LOWER OF COST AND NET REALISABLE VALUE
2014
2013
US$000
US$000
2,198,933
2,579,464
88,143
510,505
2,287,076
3,089,969
At 31 December 2014 and 2013, certain inventories were pledged as securities for bank loans, as further detailed in note 27 to the financial statements.
Inventories held at fair value form part of the Groups trading activities. Fair value of inventories are classified as level 2 fair value measurements
valued using observable market prices obtained from exchanges, traded reference indices or market survey services adjusted for relevant location and
quality differentials. There are no significant unobservable inputs in the fair value measurement of marketing inventories. Other inventories are for
the Groups own use in its manufacturing or processing activities.
119
31 DECEMBER 2014
26. TRADE AND OTHER PAYABLES AND ACCRUED LIABILITIES

GROUP
TRADE PAYABLES*
OTHER PAYABLES AND ACCRUED LIABILITIES#
COMPANY
2014
2013
2014
2013
US$000
US$000
US$000
US$000
6,372,543
5,045,039
1,688,912
1,550,149
261,072
300,039
2,813,561
1,689,009
116,302
52,044
10,875,016
8,284,197
377,374
352,083
FAIR VALUE LOSSES ON COMMODITY CONTRACTS AND

DERIVATIVE FINANCIAL INSTRUMENTS
The trade payables are non-interest-bearing and are normally settled within 30 to 60 days credit.
Accrued liabilities included other provisions to cover legal and other specific risks of US$133,482,000 (2013: US$138,782,000) as
detailed below:
2014
2013
US$000
US$000
138,782
138,082
ADDITIONAL PROVISIONS MADE
1,800
700
PROVISION UTILISED
(250)
WRITE BACK OF PROVISION
(4,250)
(2,600)
AT 31 DECEMBER
133,482
138,782
AT 1 JANUARY
27. BANK DEBTS

2014
2013
EFFECTIVE
EFFECTIVE
AVERAGE
AVERAGE
INTEREST RATE
INTEREST RATE
(%)
US$000
(%)
US$000
2.3
421,598
2.7
1,261,159
5.7
18,543
2.4
213,212
4.8
112,075
GROUP
CURRENT BANK DEBTS MATURING WITHIN 12 MONTHS:
BANK LOANS
CURRENT PORTION OF LONG TERM BANK DEBTS
- SECURED
- UNSECURED
440,141
1,586,446

- SECURED PORTION MATURING LATEST 2023
5.8
85,689
3.9
497,004
- UNSECURED PORTION MATURING LATEST 2017
3.6
632,412
4.1
783,286
718,101
1,280,290
1,158,242
2,866,736
COMPANY
CURRENT BANK DEBTS MATURING WITHIN 12 MONTHS
2.7
207,998
2.5
1,073,345
3.6
632,412
3.3
463,445
UNSECURED NON-CURRENT BANK

DEBTS MATURING BY 2017
840,410
120
1,536,790
27. BANK DEBTS (continued)

Notes:
(a)
The effective average interest rate of bank loans and overdrafts denominated in United States dollars of approximately US$1,154,454,000
(2013: US$2,407,986,000) is 3.3% per annum (2013: 3.3%) whereas that of bank loans and overdrafts denominated in other currencies of
approximately US$3,788,000 (2013: US$458,750,000) is 2.31% per annum (2013: 3.5%).
(b)
Certain short term bank loans and overdrafts of an aggregated amount of US$205,000,000 (2013: Nil) were secured by certain trade
receivables and inventories of the Group at 31 December 2014.
(c)
Certain long term bank debts of an aggregated amount of US$104,232,000 (2013: US$710,216,000) were secured by certain of the Groups
vessels at 31 December 2014, as set out in note 11 to the financial statements.
(d)
During the year, the Group had made certain prepayments to suppliers which were funded by bank borrowings (note 24). Total bank loans
drawn under these banking facilities as at 31 December 2014 amounted to US$145,572,000 (2013: US$140,248,000) in aggregate, certain
portions of which amounting to US$132,379,000 (2013: US$132,073,000) were derecognised against the associated prepayments pursuant
to the Groups accounting policy.
28. CONVERTIBLE BONDS

2014
2013
US$000
US$000
LIABILITY COMPONENT
364,926
EQUITY COMPONENT
11,693
376,619
372,443
CARRYING AMOUNT:
FAIR VALUE
The US$250,000,000 zero coupon convertible bonds due on 13 June 2014 were fully redeemed.
29. SENIOR NOTES
2014
2013
US$000
US$000
CARRYING AMOUNT:
CURRENT PORTION
NON-CURRENT PORTION
FAIR VALUE
597,791
98,007
2,214,926
2,810,833
2,812,717
2,908,840
2,946,192
2,993,520
US$500,000,000 Senior Notes due 5 August 2015 and US$250,000,000 Senior Notes due 5 August 2020
In August 2010, the Company issued 4.875% senior notes of US$500 million at 99.842% and 6.625% senior notes of US$250 million at 99.704%.
At any time, the Company has the right to redeem all or any portion of the notes at 100% of the principal amount plus the applicable premium plus
accrued and unpaid interest stipulated in Description of notes Optional redemption in the agreement. In addition, on 5 August 2015, the Company
will have the right to redeem all, but not less than all, of the 2020 Notes at 100% of the principal amount thereof plus accrued and unpaid interest to
such date.
121
31 DECEMBER 2014
29. SENIOR NOTES (continued)

US$500,000,000 Senior Notes due 5 August 2015 and US$250,000,000 Senior Notes due 5 August 2020 (continued)
The US$500 million 4.875% notes due 2015 were classified as current liabilities as at 31 December 2014.
As at 31 December 2014, the carrying value amounted to US$748,415,000 (2013: US$747,640,000).
US$1,208,531,000 (Originally US$1,250,000,000) Senior Notes due 29 January 2020
In October 2009, the Company issued 6.750% senior notes of US$850 million at 99.105%. On 9 February 2010, the Company issued another US$400
million 6.750% senior notes due 2020 at 103.6676% to form a single series of US$1,250 million senior notes due 29 January 2020.
The Company has the right to redeem some or all of the senior notes at any time on or after 16 October 2010 at the redemption prices stipulated in
Description of notes - Optional redemption in the agreement.
In May and June 2012, the Company repurchased US$41,469,000 of the US$1,250,000,000 6.75% senior notes. Such senior notes were cancelled
subsequent to the repurchase. The principal amount of senior notes outstanding at 31 December 2014 was US$1,208,531,000.
As at 31 December 2014, the carrying value amounted to US$1,208,646,000 (2013: US$1,208,533,000).
RM3,000,000,000 Medium Term Note Programme
In March 2012, the Company established a multi-currency Islamic medium term note programme of up to Ringgit Malaysia 3 billion (or its equivalent
in foreign currency) under the laws of Malaysia. Under the programme, the Company may issue Islamic medium term notes (Sukuk Murabahah)
from time to time in Malaysian Ringgit or in other currencies, in various amounts and tenors of more than a year and up to a maximum tenor of
20 years.
The Sukuk Murabahah holders in subscribing or purchasing the Sukuk Murabahah with rights of early redemption grant the Issuer the option
to redeem the Sukuk Murabahah, in whole or in part, prior to the maturity dates as stipulated in the agreement of the notes.
In October 2012, December 2012 and January 2013, the Company issued 4.50% medium term notes of RM300,000,000 at par due on
16 October 2015, issued 4.22% medium term notes of RM300,000,000 at par due on 13 December 2014 and issued 4.30% medium term notes
of RM300,000,000 at par due on 30 January 2016, respectively.
The notes which were due on 13 December 2014, were fully redeemed. The notes which are due for repayment on 16 October 2015 were classified
as current liabilities as at 31 December 2014.
US$3,000,000,000 Medium Term Note Programme
In August 2011, the Company established a US$3,000,000,000 medium term note programme. Under the programme, the Company may issue notes
from time to time in various currencies, amounts and tenors. The notes may bear fixed or floating rates, may bear interest on dual currency or index
linked bases or may not bear interest. The notes may be offered on a syndicated or non-syndicated basis.
The pricing supplement issued in respect of each issue of the notes will state whether such notes may be redeemed prior to their stated maturity at the
Companys option (either in whole or in part) and/or at the option of the holders, and if so the terms applicable to such redemption. The Company has
the right to redeem some or all of the medium term notes at any time at the redemption prices stipulated in the agreement of the medium term notes.
On 30 January and 20 March 2013, the Company issued 4.00% medium term notes of RMB1,000,000,000 at par due on 29 January 2016 and
3.625% medium term notes of US$400,000,000 at 99.268% due on 20 March 2018, respectively.
122
29. SENIOR NOTES (continued)

THB 2,850,000,000 Guaranteed Bonds
On 26 April 2013, the Company issued Thai Baht denominated guaranteed bonds of THB 2,850,000,000 due 2016. The bonds are unconditionally
and irrevocably guaranteed as to the payment of principal and interest by the Credit Guarantee and Investment Facility (CGIF Guarantee)
in accordance with the terms of the CGIF Guarantee.
The bonds were issued with a 3.55% coupon which is payable semi-annually in arrears. The bonds may be redeemable at the option of the Company
prior to maturity for taxation reasons as set out in the terms and conditions of the bonds.
The fair value of senior notes is a level 2 fair value measurement valued using observable market prices.
30. DEFERRED TAX ASSETS/LIABILITIES
Deferred tax assets have been recognised at 31 December 2014 in respect of tax losses arising in different tax jurisdictions that are available for
offsetting against future taxable profits of the group companies in which the losses arose.
Deferred tax assets of US$235,836,000 (2013: US$378,060,000) have not been recognised in respect of tax losses of US$937,444,000 (2013:
US$1,307,026,000) that have arisen in certain subsidiaries as the Group has determined that it is not considered probable that sufficient taxable
profits will be available against which to utilise the tax losses.
The Group has recorded deferred tax assets totaling US$209,326,000. Of these deferred tax assets there are US$128,495,000 whose recognition
is dependent upon future profits in the jurisdictions with the loss carry forwards (principally the UK and Jamaica). The Group believes that these
profits are probable due to the fact that the losses were the result of unusual trading losses incurred in the UK during 2014 or, in the case of Jamaica,
the cost of production has been substantially reduced and hedged for several years.
Deferred tax assets and liabilities have been provided at 31 December 2014 and 2013 mainly for the temporary differences arising from the tax
depreciation allowance in excess of related accounting depreciation and fair value adjustments relating to various assets and liabilities calculated at
prevailing applicable tax rates.
The movements of the Groups deferred tax assets and liabilities during the year are as follows:
DEFERRED TAX ASSETS
LOSSES AVAILABLE
FAIR VALUE
FOR OFFSETTING
ADJUSTMENTS FROM
AGAINST FUTURE
DERIVATIVE FINANCIAL
TAXABLE PROFITS
INSTRUMENTS
TOTAL
US$000
US$000
US$000
88,893
85,064
173,957
IN THE INCOME STATEMENT
144,279
38,498
182,777
IN EQUITY
(15,272)
30,341
15,069
217,900
153,903
371,803
240,798
(86,810)
153,988
(4,159)
10,819
6,660
62,272
62,272
(388,316)
2,919
(385,397)
128,495
80,831
209,326
AT 1 JANUARY 2013
BENEFIT RECOGNISED/(UTILISED) DURING YEAR:
AT 31 DECEMBER 2013 AND AT 1 JANUARY 2014

BENEFIT RECOGNIZED/(UTILISED) DURING YEAR:
IN EQUITY
ACQUISITION OF SUBSIDIARIES
AT 31 DECEMBER 2014
123
31 DECEMBER 2014
30. DEFERRED TAX ASSETS/LIABILITIES (continued)

TAX DEPRECIATION
ALLOWANCE IN
FAIR VALUE
EXCESS OF RELATED
ADJUSTMENTS FROM
ACCOUNTING
DERIVATIVE FINANCIAL
DEPRECIATION
INSTRUMENTS
TOTAL
US$000
US$000
US$000
28,050
55,784
83,834
135,179
(17,587)
117,592
163,229
38,197
201,426
AT 1 JANUARY 2013
LIABILITY RECOGNISED/(DISCHARGED) DURING YEAR:
AT 31 DECEMBER 2013 AND AT 1 JANUARY 2014
LIABILITY RECOGNISED/(DISCHARGED) DURING YEAR:
30,285
23,070
53,355
4,415
43,088
47,503
(160,298)
(67,294)
(227,592)
37,631
37,061
74,692
IN EQUITY
AT 31 DECEMBER 2014
For presentation purposes, in respect of the prior year, certain deferred tax assets and liabilities have been offset in the consolidated statement of
financial position. The following is an analysis of the deferred tax balances of the Group for financial reporting purposes:
NET DEFERRED TAX ASSETS RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
NET DEFERRED TAX LIABILITIES RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
2014
2013
US$000
US$000
209,326
213,548
74,692
43,171
31. CAPITAL SECURITIES

8.5% US$350,000,000 Perpetual Capital Securities
The Company issued perpetual capital securities with a par value of US$350,000,000 on 1 November 2010 which were fully redeemed on
21 July 2014.
6.0% US$400,000,000 Perpetual Capital Securities
The Company issued perpetual capital securities with a par value of US$350,000,000 on 24 June 2014. On 10 July 2014, the Company issued
an additional US$50,000,000 of the perpetual capital securities at an issue price of 101%. The US$50,000,000 perpetual capital securities were
consolidated with the US$350,000,000 capital securities issued on 24 June 2014 to form a single series of US$400,000,000 in perpetual
capital securities.
The capital securities are perpetual and do not have a fixed redemption date. The distribution of the securities is 6.0% per annum, payable in
arrears on a semi-annual basis. The first distribution date was on 24 December 2014. The Company may, on giving not more than 60 nor less than
30 days irrevocable notice to the holders in writing, redeem all but not some only of the securities in accordance with the terms and conditions of
the securities.
124
32. SHARE CAPITAL

2014
2013
US$000
US$000
387,097
387,097
216,357
213,850
AUTHORISED:
12,000,000,000 (2013: 12,000,000,000) SHARES OF HK$0.25 EACH, EQUIVALENT TO
HK$3,000,000,000 (2013: HK$3,000,000,000)
ISSUED AND FULLY PAID:
6,739,366,962 (2013: 6,661,637,142) SHARES OF HK$0.25 EACH, EQUIVALENT TO
HK$1,684,841,741 (2013: HK$1,665,409,286)
Notes:
(a)
The movements of the Companys issued share capital during the year were:
AT 1 JANUARY
2014
2013
SHARE000
SHARE000
6,661,637
6,526,247
ISSUE OF SHARES ON EXERCISE OF SHARE OPTIONS (NOTE 35)
32,035
13,241
SHARE-BASED PAYMENT
25,799
116,913
SCRIP DIVIDEND
19,896
5,236
AT 31 DECEMBER
6,739,367
6,661,637
As at 31 December 2014, certain unvested shares were held by the Employee Benefit Trust which will be released to eligible participants when
vesting conditions are met.
(b)
There were no shares held as treasury shares as at 31 December 2014 (2013: 33,921,000 shares). By excluding these treasury shares,
the total number of issued shares as at 31 December 2014 was 6,739,366,962 shares (2013: 6,627,716,142 shares).
125
31 DECEMBER 2014
33. RESERVES
(a) Group

The amounts of the Groups reserves and the movements therein for the current and prior years are presented in the consolidated statement of
changes in equity on pages 70 to 71 of the financial statements.
(b) Company
TREASURY
CAPITAL
ISSUED CAPITAL
SHARE PREMIUM
SHARES
SECURITIES
US$000
US$000
US$000
US$000
209,489
1,886,589
(31,272)
344,891
LOSS FOR THE YEAR
OTHER COMPREHENSIVE INCOME NET OF TAX
TOTAL COMPREHENSIVE INCOME NET OF TAX
AT 1 JANUARY 2013
ISSUE OF SHARES ON EXERCISE OF SHARE OPTIONS
426
7,633
3,766
108,563
SCRIP DIVIDEND (NOTE 10)
169
4,298
CASH DIVIDEND (NOTE 10)
213,850
2,007,083
(31,272)
344,891
PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME NET OF TAX
TOTAL COMPREHENSIVE INCOME NET OF TAX
SHARE-BASED PAYMENT
ISSUE OF SHARES ON EXERCISE OF SHARE OPTIONS
1,033
18,398
ISSUE OF CAPITAL SECURITIES
397,547
REDEMPTION OF CAPITAL SECURITIES
(344,891)
REDEMPTION OF CONVERTIBLE BONDS
832
5,360
31,272
SCRIP DIVIDEND (NOTE 10)
642
18,776
CASH DIVIDEND (NOTE 10)
SPECIAL CASH DIVIDEND (NOTE 10)
216,357
2,049,617
397,547
SHARE-BASED PAYMENT
AT 31 DECEMBER 2014
126
RESERVES
LONG TERM
SHARE-BASED
CAPITAL
PAYMENT
REDEMPTION
CAPITAL
RESERVE
RESERVE
RESERVE
US$000
US$000
(119,689)
CASH FLOW
INVESTMENT
SHARE OPTION
HEDGING
REVALUATION
RETAINED
RESERVE
RESERVE
RESERVE
PROFITS
TOTAL
US$000
US$000
US$000
US$000
US$000
US$000
6,237
11,693
67,985
(97,617)
(8,164)
1,606,521
3,876,663
(216,795)
(216,795)
978
5,453
6,431
978
5,453
(216,795)
(210,364)
8,059
(68,250)
44,079
29,020
29,020
(4,467)
(115,291)
(115,291)
(29,750)
(29,750)
(187,939)
6,237
11,693
97,005
(96,639)
(2,711)
1,240,218
3,602,416
169,309
169,309
15,525
2,320
17,845
15,525
2,320
169,309
187,154
19,431
397,547
(5,109)
(350,000)
(11,693)
11,693
42,648
80,112
19,356
19,356
(19,418)
(34,379)
(34,379)
(202,255)
(202,255)
(28,862)
(28,862)
(145,291)
6,237
116,361
(81,114)
(391)
1,131,197
3,690,520
127
31 DECEMBER 2014
34. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

2014
2013
US$000
US$000
NOTES
(A)
(RESTATED)
ADJUSTMENTS TO PROFIT BEFORE TAX:

16, 17
176,628
104,199
256,260
354,017
DEPRECIATION
11
107,158
231,598
AMORTISATION OF MINE PROPERTIES
12
10,360
15,949
AMORTISATION OF INTANGIBLE ASSETS
13
13,295
17,060
SHARE-BASED PAYMENT AND EQUITY-SETTLED SHARE OPTION EXPENSES
35
99,501
73,099
SHARE OF PROFITS AND LOSSES OF JOINT VENTURES/ASSOCIATES

NET INTEREST EXPENSES
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
13,600
IMPAIRMENT OF MINE PROPERTIES
45,610
5,600
4,919
IMPAIRMENT OF JOINT VENTURES

IMPAIRMENT OF ASSOCIATES
IMPAIRMENT OF LONG TERM EQUITY INVESTMENTS
IMPAIRMENT OF LONG TERM LOANS
IMPAIRMENT OF TRADE RECEIVABLES
276,143
49,811
5,000
47,486
18,186
17,553
33,400
NET LOSSES ON DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT
12,060
3,792
NET LOSSES ON DISPOSAL OF MINE PROPERTIES
18,360
38,557
(2,074)
(21,446)
1,272
(5,232)
3,425
IMPAIRMENT OF PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
LOSSES/(GAINS) ON DISPOSAL OF SUBSIDIARIES

GAINS ON DISPOSAL OF JOINT VENTURES
LOSSES/(GAINS) ON DISPOSAL OF ASSOCIATES
NET LOSSES ON DISPOSAL OF LONG TERM EQUITY INVESTMENTS
LOSS ON DISPOSAL OF LONG TERM EQUITY INVESTMENTS IN
176
4,693
(18)
(166)
NEGATIVE GOODWILL
(178,002)
(139,798)
(25,450)
2,458
(23,569)
874,022
791,448
SUPPLY CHAIN ASSETS
RE-MEASUREMENT GAIN ON PRE-EXISTING INTEREST IN

SUPPLY CHAIN ASSETS
DECREASE/(INCREASE) IN FAIR VALUE OF AGRICULTURAL ASSETS
LESS POINT-OF-SALE COSTS
(B)
INCREASE IN WORKING CAPITAL INCLUDES:

DECREASE/(INCREASE) IN TRADE RECEIVABLES
(1,822,417)
271,578
INCREASE IN PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
(3,675,219)
(516,464)
(704,092)
376,859
4,425,527
(476,744)
(1,776,201)
(344,771)
DECREASE/(INCREASE) IN INVENTORIES
INCREASE/(DECREASE) IN TRADE AND OTHER PAYABLES AND
ACCRUED LIABILITIES
128
34. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

2014
2013
US$000
US$000
(RESTATED)
(C)
NET CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES:

(279,906)
(391,455)
(6,945)
(45,723)
ADDITIONS OF INTANGIBLE ASSETS
(108,308)
(489)
NET CASH PAID ON ACQUISITIONS OF SUBSIDIARIES
(140,456)
CASH INFLOW ON DISPOSAL OF SUBSIDIARIES
1,500,000
CASH AND CASH EQUIVALENTS OF DISPOSED SUBSIDIARIES
(516,300)
(4,480)
INVESTMENTS IN JOINT VENTURES/ASSOCIATES
(188,305)
(102,752)
(24,269)
(13,102)
ADDITIONS OF PROPERTY, PLANT AND EQUIPMENT

ADDITIONS OF MINE PROPERTIES
ADDITIONS OF LONG TERM EQUITY INVESTMENTS, NET

PROCEEDS FROM DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT
PROCEEDS FROM DISPOSAL OF MINE PROPERTIES
PROCEEDS FROM DISPOSAL OF ASSOCIATES
DIVIDEND INCOME FROM JOINT VENTURES/ASSOCIATES
INCREASE IN AGRICULTURAL ASSETS
INCREASE IN LONG TERM LOANS
DECREASE IN AMOUNTS DUE FROM JOINT VENTURES/ASSOCIATES
ACQUISITION OF NON-CONTROLLING INTERESTS
(D)
65,011
6,449
10,785
4,437
38,720
857
18
166
(138,082)
(57,452)
(50,916)
(236,877)
1,755,982
285,299
(11,177)
1,861,641
(510,911)
NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:

INTEREST PAID ON FINANCING ACTIVITIES
(320,451)
(374,074)
BANK DEBTS ADDITIONS
2,416,243
2,799,895
(2,590,430)
(2,468,107)
REPAYMENTS
EXERCISE OF SHARE OPTIONS
NET PROCEEDS FROM ISSUANCE OF SENIOR NOTES
REDEMPTION OF SENIOR NOTES
REDEMPTION OF CONVERTIBLE BONDS
REDEMPTION OF CAPITAL SECURITIES
NET PROCEEDS FROM ISSUANCE OF CAPITAL SECURITIES
DIVIDEND PAID TO EQUITY HOLDERS
DIVIDEND PAID FOR CAPITAL SECURITIES
19,431
8,059
756,113
(98,007)
(500,000)
(375,570)
(350,000)
397,547
(236,651)
(115,291)
(33,488)
(29,750)
(1,171,376)
76,845
129
31 DECEMBER 2014
35. NOBLE GROUP PERFORMANCE SHARE PLAN, RESTRICTED SHARE PLAN AND SHARE OPTION SCHEMES
(a)
The principal rules of the Noble Group Performance Share Plan (PSP), Restricted Share Plan (RSP) and Share Option Schemes are as follows:
2001 SHARE OPTION SCHEME
PSP
RSP
7 JULY 2014
27 APRIL 2009
7 JULY 2014
SAVE FOR CONTROLLING
SHAREHOLDERS AND THEIR
SHAREHOLDERS AND THEIR
SHAREHOLDERS AND
SHAREHOLDERS AND
ASSOCIATES, ELIGIBLE EMPLOYEES
ASSOCIATES (AS DEFINED UNDER
THEIR ASSOCIATES (AS
THEIR ASSOCIATES (AS
AND EXECUTIVE AND
THE LISTING MANUAL OF THE
DEFINED UNDER THE
DEFINED UNDER THE
NON-EXECUTIVE DIRECTORS OF
SGX-ST), ELIGIBLE EMPLOYEES AND
LISTING MANUAL OF
LISTING MANUAL OF
THE COMPANY, ITS SUBSIDIARIES
EXECUTIVE AND NON-EXECUTIVE
THE SGX-ST), ELIGIBLE
THE SGX-ST), ELIGIBLE
AND ASSOCIATES.
DIRECTORS OF THE COMPANY, ITS
EMPLOYEES AND
EMPLOYEES AND
SUBSIDIARIES AND ASSOCIATES.
EXECUTIVE AND NON-
EXECUTIVE AND NON-
EXECUTIVE DIRECTORS
EXECUTIVE DIRECTORS
OF THE COMPANY AND
OF THE COMPANY, ITS
ITS SUBSIDIARIES.
SUBSIDIARIES AND

ESTABLISHED ON
11 SEPTEMBER 2001
17 JANUARY 2005
ELIGIBLE MEMBERS
ASSOCIATES.
EXERCISE PRICE
MARKET PRICE OPTIONS - THE
THE VOLUME-WEIGHTED AVERAGE
NOT APPLICABLE AS
NOT APPLICABLE AS
AVERAGE OF THE LAST DEALT
PRICE OF THE COMPANYS SHARES
AWARDS GRANTED
AWARDS GRANTED
PRICES OF THE COMPANYS SHARES,
ON THE SGX-ST FOR THE THREE
UNDER THE PSP
UNDER THE RSP
AS DETERMINED BY REFERENCE
CONSECUTIVE TRADING DAYS
REPRESENT THE RIGHT
REPRESENT THE RIGHT
TO THE DAILY OFFICIAL LIST
IMMEDIATELY PRECEDING THE
OF A PARTICIPANT TO
OF A PARTICIPANT TO
PUBLISHED BY THE SGX-ST, FOR
OFFER DATE OF THE OPTIONS,
RECEIVE FULLY PAID
RECEIVE FULLY PAID
THE THREE CONSECUTIVE TRADING
ROUNDED UP TO THE NEAREST
ORDINARY SHARES OF
ORDINARY SHARES OF
DAYS IMMEDIATELY PRECEDING
WHOLE CENT.
THE COMPANY PROVIDED
THE COMPANY OR TO
THAT THE PRESCRIBED
RECEIVE WHOLLY OR
PERFORMANCE
PARTLY IN FORM OF CASH.
THE OFFER DATE OF THE OPTIONS,

ROUNDED UP TO THE NEAREST
WHOLE CENT.
INCENTIVE OPTIONS - THE EXERCISE
IN NO EVENT MAY THE EXERCISE

PRICES BE LESS THAN THE
NOMINAL VALUE OF THE
COMPANYS SHARES.
PRICE APPLICABLE TO MARKET
TARGETS ARE MET

AND UPON EXPIRY
OF THE PRESCRIBED
PERFORMANCE PERIOD.
PRICE OPTIONS MINUS A MAXIMUM

DISCOUNT NOT EXCEEDING 20%
OF SUCH PRICE WITH THE PRIOR
APPROVAL OBTAINED FROM THE
SHAREHOLDERS OF THE COMPANY
IN A GENERAL MEETING.
IN NO EVENT MAY THE
SUBSCRIPTION PRICES OF THE
MARKET PRICE OPTIONS AND
INCENTIVE OPTIONS BE LESS THAN
THE NOMINAL VALUE OF THE
COMPANYS SHARES.
MAXIMUM NUMBER
AGGREGATE NUMBER OF MARKET
AGGREGATE NUMBER OF OPTIONS
AGGREGATED WITH THE
AGGREGATED WITH THE
PRICE OPTIONS AND INCENTIVE
OVER WHICH THE COMPANY MAY
AGGREGATE NUMBER OF
AGGREGATE NUMBER
OPTIONS OVER WHICH THE
GRANT OPTIONS ON ANY DATE,
SHARES OVER WHICH
OF SHARES OVER
COMPANY MAY GRANT OPTIONS
WHEN ADDED TO THE NUMBER
OPTIONS ARE GRANTED
WHICH OPTIONS OR
ON ANY DATE, WHEN ADDED TO
OF SHARES ISSUED AND ISSUABLE
UNDER ANY SHARE
AWARDS ARE GRANTED
THE NUMBER OF SHARES ISSUED
IN RESPECT OF ALL OPTIONS
OPTION SCHEMES OF
UNDER ANY SHARE
AND ISSUABLE IN RESPECT OF ALL
GRANTED UNDER THE 2014 SCHEME
THE COMPANY, SHALL
OPTION OR SHARE
OPTIONS GRANTED UNDER THE
AND OTHER SHARE OPTION OR
NOT EXCEED 15% OF
INCENTIVE SCHEMES OF
RELEVANT SCHEME AND OTHER
SHARE INCENTIVE SCHEMES OF THE
THE TOTAL NUMBER
THE COMPANY, SHALL
SHARE OPTION SCHEMES OF THE
COMPANY, SHALL NOT EXCEED 15%
OF ISSUED SHARES
NOT EXCEED 15% OF
COMPANY, SHALL NOT EXCEED 15%
OF THE ISSUED SHARES (EXCLUDING
(EXCLUDING TREASURY
THE TOTAL NUMBER
OF THE ISSUED SHARES OF THE
SHARES HELD IN TREASURY) OF THE
SHARES) FROM TIME
OF ISSUED SHARES
COMPANY FROM TIME TO TIME.
COMPANY FROM TIME TO TIME.
TO TIME.
(EXCLUDING TREASURY
SHARES) FROM TIME
TO TIME.
130
35. NOBLE GROUP PERFORMANCE SHARE PLAN, RESTRICTED SHARE PLAN AND SHARE OPTION SCHEMES (continued)
(a)
The principal rules of the Noble Group Performance Share Plan (PSP), Restricted Share Plan (RSP) and Share Option Schemes are as follows:
(continued)
PSP
RSP

DURATION
10 YEARS FROM THE DATE OF ITS ADOPTION
VESTING CONDITION
MINIMUM VESTING PERIOD OF
MINIMUM VESTING PERIOD OF
A SPECIFIED PERIOD
A SPECIFIED PERIOD
ONE YEAR FOR MARKET PRICE
ONE YEAR.
AS PRESCRIBED BY THE
AS PRESCRIBED BY THE
OPTIONS AND TWO YEARS FOR
REMUNERATION AND
REMUNERATION AND
INCENTIVE OPTIONS.
OPTIONS COMMITTEE.
OPTIONS COMMITTEE.
NOT AVAILABLE
NOT APPLICABLE
AT THE DISCRETION OF
CASH SETTLEMENT
THE REMUNERATION AND

OPTIONS COMMITTEE.
MEMBERS OF
MESSRS. ALAN HOWARD SMITH (CHAIRMAN), RICHARD SAMUEL ELMAN, ROBERT TZE LEUNG CHAN AND CHRISTOPHER PRATT.
REMUNERATION AND
OPTIONS COMMITTEE
AT DATE OF REPORT
(b)
Details of PSP granted to directors in prior years are as follows:

AGGREGATE
NUMBER OF AWARDS
AGGREGATE NUMBER
RELEASED/
SHARE AWARDS
OF AWARDS GRANTED
FORFEITED SINCE
AGGREGATE
GRANTED DURING
SINCE THE COM-
THE COMMENCEMENT
NUMBER OF AWARDS
THE YEAR ENDED
MENCEMENT OF PSP
OF PSP
OUTSTANDING AS
31 DECEMBER 2014
31 DECEMBER 2014
31 DECEMBER 2014
AT 31 DECEMBER 2014
MILTON M. AU
100,000
100,000
IAIN FERGUSON BRUCE
100,000
100,000
100,000
100,000
DAVID GORDON ELDON
150,000
150,000

EDWARD WALTER RUBIN#
100,000
100,000
100,000
100,000
ALAN HOWARD SMITH
100,000
100,000
NAME OF PARTICIPANTS
There were no awards granted under PSP in 2013 and 2014.
131
31 DECEMBER 2014
(c)
A summary of the shares under awards granted under 2014 RSP is as follows:
WEIGHTED
NUMBER OF
AVERAGE PRICE
SHARE UNITS
US CENTS
GRANTED DURING 2014
476,121
102.51
AT 31 DECEMBER 2014
476,121
86.20
(d)
A summary of the above share option schemes is as follows:

NUMBER OF SHARE OPTIONS
WEIGHTED
AVERAGE PRICE
2001 SCHEME
2004 SCHEME
TOTAL
US CENTS
878,563
401,507,836
402,386,399
137.66
56,980,000
56,980,000
96.96
EXERCISED
(426,854)
(12,814,103)
(13,240,957)
110.25
FORFEITED
(263,636)
(263,636)
103.71
451,709
445,410,097
445,861,806
113.30
53,175,000
53,175,000
79.62
EXERCISED
(410,909)
(31,624,582)
(32,035,491)
106.04
FORFEITED
(40,800)
(128,495,095)
(128,535,895)
132.15
338,465,420
338,465,420
103.73
AT 1 JANUARY 2013
GRANTED AT MARKET PRICE

GRANTED AT MARKET PRICE
AT 31 DECEMBER 2014
The weighted average remaining contractual life for the share options outstanding as at 31 December 2014 is 2 years (2013: 2 years). The range
of exercise prices for share options outstanding as at 31 December 2014 was US70.32 cents to US$2.43 (2013: US73.55 cents to US$2.54).
There were no options granted under the 2014 Share Option Scheme in 2014.
(e)
The weighted average fair value of share options granted during the year was US24.51 cents (2013: US37.26 cents). The fair value of
equity-settled share options granted is estimated as at the date of grant using a binomial model, taking into account the terms and conditions
upon which the options were granted. The following table lists the inputs to the model used for the years ended 31 December 2014 and
31 December 2013.
2013
2.82
2.79 3.52
EXPECTED VOLATILITY (%)
29
29 - 44
HISTORICAL VOLATILITY (%)
29
29 - 44
0.50
0.40 0.64
DIVIDEND YIELD (%)
RISK-FREE INTEREST RATE (%)

EXPECTED LIFE OF OPTION (YEARS)
WEIGHTED AVERAGE SHARE PRICE (US$)
132
2014
10
10
0.80
0.97
(f)
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected
volatility reflects managements best estimate of the Companys share price volatility to the time to maturity of the share option.
Upon the exercise of the share options, the resulting shares issued are recorded by the Company as additional share capital at the nominal value
of the shares, and the excess of the exercise price per share over the nominal value of the shares is recorded by the Company in the share
premium account. Options which are cancelled or forfeited prior to their exercise date are deleted from the register of outstanding options.
(g)
No share options of the above schemes have been granted to any participants who are controlling shareholders of the Company or
their associates. Pursuant to Rule 852(1) of the Listing Manual of the SGX-ST, information required for participants of the schemes who
are directors during the financial year under review is as follows:

AGGREGATE
NAME OF PARTICIPANTS
AGGREGATE NUMBER
NUMBER OF SHARE
OF SHARE OPTIONS
OPTIONS EXERCISED/
AGGREGATE
SHARE OPTIONS
GRANTED SINCE THE
LAPSED SINCE THE
NUMBER OF SHARE
GRANTED DURING
COMMENCEMENT OF
COMMENCEMENT OF
OPTIONS
THE YEAR ENDED
SCHEMES TO
SCHEMES TO
OUTSTANDING AS
31 DECEMBER 2014
31 DECEMBER 2014
31 DECEMBER 2014
AT 31 DECEMBER 2014
YUSUF ALIREZA
15,000,000
75,000,000
75,000,000
4,000,000
62,693,629*
16,509,543
46,184,086*
MILTON M. AU
50,000
9,399,261*
8,962,900
436,361*
IAIN FERGUSON BRUCE
50,000
436,361*
436,361*
50,000
436,361*
436,361*
DAVID GORDON ELDON
50,000
822,725*
822,725*

EDWARD WALTER RUBIN#
50,000
436,361*
386,361
50,000
386,361*
386,361
ALAN HOWARD SMITH
50,000
436,361*
436,361*
IRENE YUN LIEN LEE
250,000
250,000
250,000
200,000
200,000
200,000
The above have been adjusted for any bonus issue proposed since options were granted.
(h)
There were no employees who received 5% or more of the total number of share options available under the scheme during the financial year
under review, apart from Mr. Yusuf Alireza and Mr. William James Randall whose options are set out in the above table. There were also no
directors who received awards under RSP or employees who received 5% or more of the total number of share awards available under RSP
during the financial year under review.
(i)
No share options were granted at a discount during the financial year under review. Rule 852(1)(d) of the Listing Manual of the SGX-ST is not
applicable to PSP and RSP as no exercise price is payable for shares awarded under PSP and RSP.
133
31 DECEMBER 2014
36. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Effective risk management is a fundamental aspect of the Groups business operations. In the ordinary course of the Groups business, the Group is
exposed to market risk, credit risk, political and country risk and liquidity risk. The policies for managing each of these risks are summarised below.
(a)
Market risk
Market risk is the risk that the fair value or future cash flows of assets held by the Group including financial instruments and physical commodities
will fluctuate due to changes in market variables such as interest rates, foreign exchange rates, and commodity prices. The Group classifies exposures
to market risk into either trading or non-trading portfolios. The market risk for the trading portfolio, including forward and sales contracts and
options, is managed and monitored using a fully diversified portfolio Value at Risk (VaR) methodology and stress analysis. VaR limits have been
established for all trading operations and exposures are reviewed daily against the limits by the Groups risk management department and senior
management team. Non-trading positions are managed and monitored using other sensitivity analyses.
Market risk - Trading
Market risk for the Groups trading activities includes commodity price risk, foreign exchange risk and interest rate risk. The Groups overall trading
risk program seeks to minimise potential adverse effects on the Groups financial performance by using a range of derivative financial instruments to
hedge these risk exposures.
The vast majority of the Groups purchase and sales transactions arising from its trading activities are denominated in US dollars (USD), which
represents the functional currency for a majority of the business operations of the Group. In transactions denominated in currencies other than the
functional currency, the specific future cash flows are hedged through foreign currency hedging instruments. Accordingly, the impact arising from
foreign currency risk on the Groups trading activities is minimal.
The Groups operating profit is substantially independent of changes in market interest rates as a significant portion of the Groups working capital
financing is funded by the holding company and charged at floating rate. The majority of the Groups working capital financing represents floating
rate debt. The Group is able to substantially pass through a variation in interest rates to its clients.
The Board of Directors has established limits for the level of acceptable risk. The Group applies a VaR methodology to assess the market risk positions
held and to estimate the potential economic loss based upon a number of parameters and assumptions for various changes in market conditions. VaR
is a method used in measuring financial risk by estimating the potential negative change in the market value of a portfolio at a given confidence level
and over a specified time horizon. The Group uses both a non-linear VaR model based on Monte-Carlo simulations and a parametric model.
Objectives and limitations of the VaR Methodology
The Group uses simulation models to assess possible changes in the market value of the trading portfolio. The VaR models are designed to measure
market risk in a normal market environment. The models assume that any changes occurring in the risk factors affecting the normal market
environment will follow a normal distribution. The distribution is calculated by using exponentially weighted historical data. The use of VaR has
limitations because it is based on historical correlations and volatilities in market prices and assumes that future price movements will follow a
statistical distribution. Due to the fact that VaR relies heavily on historical data to provide information and may not clearly predict the future changes
and modifications of the risk factors, the probability of large market moves may be underestimated if changes in risk factors fail to align with the
normal distribution assumption. The VaR may also be under or over-estimated due to the assumptions placed on risk factors and the relationship
between such factors for specific instruments. Even though positions may change throughout the day, the VaR only represents the risk of the
portfolios at the close of each business day, and it does not account for any losses that may occur beyond the 95% confidence level.
In practice the actual trading results will differ from the inferred VaR calculation and, in particular, the calculation does not provide a meaningful
indication of profits and losses in stressed market conditions. To determine the reliability of the VaR models, actual outcomes are back tested
regularly to test the validity of the assumptions and the parameters used in the VaR calculation. Market risk positions are also subject to regular
stress tests to ensure that the Group understands the impact of extreme market events.
VaR assumptions
Within the model limitations, the VaR that the Group measures is an estimate, using a confidence level of 95% of the potential loss that is not expected
to be exceeded if the current market risk positions were to be held unchanged for one day. The use of a 95% confidence level means that, within a one
day horizon, losses exceeding the VaR figure are not expected to occur, on average, more than once every twenty days.
134
36. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(a)
Market risk (continued)
At 31 December 2014, the Groups consolidated VaR as a percentage of prevailing shareholders equity was 0.38% (2013: 0.22%) and the average daily,
highest and lowest VaR recorded for the year of 2014 was 0.33%, 0.58% and 0.19% (2013: 0.34%, 0.55% and 0.21%).
Market risk - Non-trading
Interest rate risk
The Groups non-trading interest rate risk arises from interest-bearing cash and cash equivalents, loans receivables as well as from debt obligations
and other loans. The Group manages its exposure to interest rate risk by using a combination of fixed and floating rate debts as well as interest rate
swaps in consideration of the Groups overall interest rate exposure as well as the current and forecast interest rate environment. The Groups interest
rate risk is affected by variable interest rate instruments.
The following table sets out the carrying amounts, by maturity, of the Groups variable interest rate cash and cash equivalents, long term loans and
borrowings that are exposed to interest rate risk as at 31 December:
CASH AND CASH
LONG TERM
CURRENT
LONG TERM
EQUIVALENTS
LOANS
BANK DEBTS
BANK DEBTS
US$000
US$000
US$000
US$000
2014
ON DEMAND OR < 1 YEAR
903,822
421,598
18,543
1 - 2 YEARS
54,128
650,955
2 - 5 YEARS
121,306
47,353
> 5 YEARS
84,498
19,793
903,822
259,932
421,598
736,644
CASH AND CASH
LONG TERM
CURRENT
LONG TERM
EQUIVALENTS
LOANS
BANK DEBTS
BANK DEBTS
US$000
US$000
US$000
US$000
325,287
TOTAL
2013
ON DEMAND OR < 1 YEAR
1,055,952
1,261,159
1 - 2 YEARS
150,762
216,323
2 - 5 YEARS
98,422
944,134
> 5 YEARS
35,080
119,833
1,055,952
284,264
1,261,159
1,605,577
TOTAL
Foreign currency risk

The Group is exposed to foreign currency risk from its operating, investing and financing activities. Foreign exchange management is overseen by the
Groups treasury department in Hong Kong, the Groups regional offices and in some operating companies, which are all subject to the Groups foreign
exchange policies. As stated above, the vast majority of the Groups trading activities are denominated in US dollars (USD), which represents the
functional currency for the majority of the business operations of the Group. Other major foreign currencies in which the Groups operating activities
are denominated are Australian dollar (AUD), Chinese Yuan (CNY), Euro (EUR), British Pound (GBP) and South African Rand (ZAR). The
Group has a policy of reducing its foreign currency risk from its trading activities. The Group also uses foreign exchange hedging in respect of its more
significant non-functional currency operating expenses.
135
31 DECEMBER 2014

(a)
Market risk (continued)
Market risk - Non-trading (continued)

Foreign currency risk (continued)
The Group publishes its consolidated financial statements in US dollars and, as a result, it is also subject to foreign currency exchange translation risk in
respect of the results and underlying net assets of its foreign operations whose functional currency is not US dollars. Net investments in foreign countries
are long term investments. Their fair value changes through movements in currency exchange rates. In the very long term, however, the difference in the
inflation rate correlates to the currency exchange rate movements, so that the market value of the foreign non-monetary assets will compensate for the
change due to currency movements. For this reason, the Group only hedges the net investments in foreign subsidiaries in exceptional circumstances.
A 0.5% strengthening of the currencies in the table below against the US dollar at 31 December 2014 would have increased/(decreased) profit before tax
and equity by the amounts shown below. The analysis assumes that all other variables remain constant.
PROFIT BEFORE TAX
EQUITY
INCREASE/(DECREASE)
INCREASE/(DECREASE)
2014
2013
2014
2013
US$000
US$000
US$000
US$000
(40)
AUD
140
(1)
(1,372)
CNY
725
(323)
496
1,512
EUR
(539)
(800)
(888)
GBP
(332)
(8)
(5)
ZAR
267
(14)
600
Commodity risk
Certain commodity positions of the Group are regarded as structural. These positions are not included in the VaR model but are managed separately by
management through the use of position limits. The sensitivity of the value of these commodity positions and the corresponding impact on net profit
after tax for a 0.5% movement in the relevant underlying price is US$11,631,000 (2013: US$2,019,000). The actual price movement may exceed that
which has been used to show the sensitivity.
(b)
Credit risk
The Group is exposed to credit risk from its operating activities and certain financing and investing activities. Concentrations of credit risks exist when
changes in economic, industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is significant in relation
to the Groups total credit exposure. The Groups exposure to credit risk is broadly diversified along industry, product and geographic lines, and
transactions are entered into with a diverse group of counterparties. Financial assets which potentially expose the Group to credit risk consist of cash
and cash equivalents, marketable securities, receivables, prepayments and derivative instruments. The Group manages its exposure to credit risk via
credit risk management policies which establish credit risk limits based on the overall financial strength of a counterparty.
The Groups bank balances and short term deposits are placed with a diversified group of high quality financial institutions. Credit limits are established
to ensure concentration risk is managed and are linked to Credit Default Swap prices that are viewed as the best early warning signal in the market.
Only minimal cash levels are maintained with institutions that are non-investment grade.
Counterparty credit risk arises from the Groups normal business operations involving purchase and sales transactions, and thus receivables,
transactions which may involve a financing risk, for example associated with prepayments, and both physically and financially settled transactions may
generate mark-to-market credit risk. These risks are addressed by individual counterparty analysis and the creation of risk limits which are monitored
on an ongoing basis. Given the nature of the Groups business operations, which involves a diversified counterparty base across a global business
platform, the impact of individual risk exposure is limited. Further, trade receivables related payment risk is mitigated as a significant proportion of
trade receivables are either investment grade or the Group has received letters of credit from an investment grade financial institution. The Group also
frequently utilises insurance and banking markets to lay off counterparty risk exposure.
136

(b)
Credit risk (continued)
Credit risk associated with our hedging activities is largely managed through trading on established commodity exchanges. Hedging activities in the
over-the-counter market are largely confined to investment grade counterparties.
The maximum exposure to credit risk before the consideration of collateral or other credit enhancements received is represented by the carrying amounts
of the financial assets that are carried in the statement of financial position, including commodity contracts and derivatives with positive market value.
The Group also obtains guarantees, collateral, credit enhancements, and insurance to manage, reduce or minimise credit risk. As at 31 December 2014,
the fair value of such collateral and credit enhancements, including cash deposits, parent company guarantees, letters of credit and credit insurances, was
US$4,667,065,000 (2013: US$4,319,284,000).
As at 31 December 2014, trade receivables, prepayments and other receivables of US$27,525,000 were impaired and fully provided for as detailed below:
AT 1 JANUARY
IMPAIRMENT
AMOUNTS WRITTEN OFF
AT 31 DECEMBER
2014
2013
US$000
US$000
101,399
76,920
18,186
50,953
(14,158)
(26,474)
(77,902)
27,525
101,399
The aged analysis of the trade receivables that are not individually nor collectively considered to be impaired is as follows:
NEITHER PAST
PAST DUE BUT NOT IMPAIRED
DUE NOR
TOTAL
IMPAIRED
< 31 DAYS
31-60 DAYS
61-90 DAYS
91-120 DAYS
>120 DAYS
US$000
US$000
US$000
US$000
US$000
US$000
US$000
2014
3,704,142
2,531,665
1,060,350
44,455
10,952
1,301
55,419
2013
3,138,256
1,875,132
1,128,133
25,075
37,333
25,289
47,294
(c)
Political and country risk
The Group trades its products in many countries and manages its exposure to country risk through its insurance department located in Hong Kong and
Singapore. The Group mitigates political and country risk by transferring such risk to or otherwise covering such risk with major financial institutions
and in the political risk insurance market. The Group may be required to retain a small portion of the risk in conjunction with the transfer of the risk.
(d)
Liquidity risk
The Groups liquidity risk management strategy includes: (a) projecting cash flows from operations and investment activities by major currency, (b)
maintaining sufficient cash and liquid investments, (c) availing itself of funding by maintaining a level of committed credit facilities, (d) accessing a
diverse group of banks under bilateral and syndicated credit facilities, (e) maintaining a diversified tenor of financing instruments to reduce refinancing
risk, and (f) creating market access to a diverse array of funding products to broaden the investor base and add additional flexibility with respect to terms
and conditions, interest rate mix, and other financial considerations.
As at 31 December 2014, the Group had cash and cash equivalents of US$903,822,000 (2013: US$1,055,952,000). As at 31 December 2014, the Group
had committed banking facilities totalling US$5,492,701,000 (2013: US$7,139,308,000), under which the Group could issue letters of credit and
guarantees, and drawdown revolving credit loans. US$4,501,027,000 (2013: US$4,773,286,000) was unutilised and available as at December 2014.
The Group also possesses bi-lateral bank facilities with over 90 banks totalling US$11,254,213,000 (2013: US$12,019,800,000) under which the Group
had access to cash borrowings and trade finance products.
137
31 DECEMBER 2014

(d)
Liquidity risk (continued)
The table below summarises the maturity profile of the Groups financial liabilities at 31 December based on contractual undiscounted payments.
FAIR VALUE LOSS
CONVERTIBLE
GUARANTEES
ON COMMODITY
GIVEN IN
CONTRACTS AND
CONNECTION
OTHER PAYABLES
DERIVATIVE
WITH
AND ACCRUED
FINANCIAL
FACILITIES
BANK DEBTS
BONDS
SENIOR NOTES
TRADE PAYABLES
LIABILITIES
INSTRUMENTS*
GRANTED
US$000
US$000
US$000
US$000
US$000
US$000
US$000
ON DEMAND
8,292
2,009,194
348,140
206,960
< 3 MONTHS
418,985
73,522
4,259,662
1,045,983
1,164,254
12,864
655,759
103,687
294,789
774,716
698,308
1,157,881
606,260
19,793
1,482,220
61,371
1,158,242
3,369,382
6,372,543
1,688,912
2,813,561
ON DEMAND
2,665,340
805,202
320,769
< 3 MONTHS
763,343
73,724
1,980,060
337,004
440,481
3 - 12 MONTHS
823,103
375,569
176,140
399,639
407,943
570,627
11,000
1,160,457
1,806,127
345,322
119,833
1,581,721
11,810
2,866,736
375,569
3,637,712
5,045,039
1,550,149
1,689,009
11,000
ON DEMAND
261,072
5,183,146
< 3 MONTHS
207,998
73,522
207,998
655,759
13,554
632,412
1,157,881
77,909
632,412
1,482,220
24,839
840,410
3,369,382
261,072
116,302
6,023,556
ON DEMAND
300,039
3,347,898
< 3 MONTHS
558,348
73,724
871,935
3 - 12 MONTHS
514,997
375,569
176,140
9,166
515,708
463,445
1,806,127
28,987
463,445
1,581,721
13,891
30,884
1,536,790
375,569
3,637,712
300,039
52,044
5,229,870
GROUP
2014
3 - 12 MONTHS
1 - 5 YEARS
> 5 YEARS
TOTAL
2013
1 - 5 YEARS
> 5 YEARS
TOTAL
COMPANY
2014
3 - 12 MONTHS
1 - 5 YEARS
> 5 YEARS
TOTAL
2013
1 - 5 YEARS
> 5 YEARS
TOTAL
138
Fair value is determined by reference to quoted futures prices on recognised futures markets at the close of business at the statement of financial
position date.
37. FINANCIAL INSTRUMENTS

The Group recognises all derivative financial instruments in the statement of financial position at fair value. The Groups definition of a derivative
financial instrument includes commodity contracts which do not form part of the Groups manufacturing or processing activities. Derivative financial
instruments that are not designated as hedges are adjusted to fair value through the income statement. If a derivative financial instrument is a cash flow
hedge, changes in the fair value of the derivative are recognised in a separate component of equity until the hedged item is recognised in earnings. Any
ineffective portion of a hedging derivatives change in fair value is recognised in the income statement.
The fair value gains and losses on commodity contracts and derivative financial instruments included in current assets and liabilities in the statement of
financial position as at 31 December, respectively, are as follows:
MATURITY
LESS THAN
1 TO 2
2 TO 3
3 TO 4
OVER
1 YEAR
YEARS
YEARS
YEARS
4 YEARS
TOTAL
US$000
US$000
US$000
US$000
US$000
US$000
3,528,177
677,219
406,572
357,419
2,232,565
7,201,952
147,255
147,255
2,533
2,533
(1,930,268)
(269,673)
(129,360)
(62,939)
(112,885)
(2,505,125)
(80,802)
(1,584)
(82,386)
(3,996)
(330)
(4,326)
27,014
27,014
1,445
419
1,864
2014
FOR TRADING PURPOSES RECORDED IN:
CURRENT ASSETS
COMMODITY CONTRACTS
FOREIGN EXCHANGE CONTRACTS
INTEREST RATE SWAPS
CURRENT LIABILITIES
COMMODITY CONTRACTS
INTEREST RATE SWAPS
FOR CASH FLOW HEDGING PURPOSES
RECORDED IN:
CURRENT ASSETS
COMMODITY CONTRACTS
INTEREST RATE SWAPS
CURRENT LIABILITIES
COMMODITY CONTRACTS
(106,172)
(106,172)
INTEREST RATE SWAPS
(24,692)
(64,965)
(3,961)
(21,934)
(115,552)
1,559,049
340,997
274,696
294,150
2,098,165
4,567,057
NET FINANCIAL ASSETS
139
31 DECEMBER 2014
37. FINANCIAL INSTRUMENTS (continued)

MATURITY
LESS THAN
1 TO 2
2 TO 3
3 TO 4
OVER
1 YEAR
YEARS
YEARS
YEARS
4 YEARS
TOTAL
US$000
US$000
US$000
US$000
US$000
US$000
1,923,320
656,800
352,269
311,802
1,501,296
4,745,487
21,763
112
52
11
21,940
2,702
207
2,909
(1,169,043)
(131,871)
(45,018)
(37,805)
(5,665)
(1,389,402)
(56,240)
(7,328)
(14,294)
(9,328)
(2,225)
(89,415)
(680)
(680)
5,465
11,192
16,657
271
271
(77,662)
(16,798)
(94,460)
(1,967)
(1,967)
(26,285)
(8,211)
(68,069)
(10,520)
(113,085)
618,942
495,406
224,940
264,671
1,494,296
3,098,255
2013
FOR TRADING PURPOSES RECORDED IN:
CURRENT ASSETS
COMMODITY CONTRACTS
INTEREST RATE SWAPS
CURRENT LIABILITIES
COMMODITY CONTRACTS
INTEREST RATE SWAPS
FOR CASH FLOW HEDGING PURPOSES
RECORDED IN:
CURRENT ASSETS
COMMODITY CONTRACTS
CURRENT LIABILITIES
COMMODITY CONTRACTS
INTEREST RATE SWAPS
Cash flow hedges

As at 31 December 2014, the Group entered into interest rate swaps designated as hedges for finance costs on bank and capital market debt; forward
freight agreements designated as hedges of operating freight costs.
Fair value disclosures
Market values have been used to determine the fair value of listed investments.
The following financial assets and liabilities are not carried at fair value in the consolidated statement of financial position:
140
(i)
Unlisted long term equity investments
Unlisted long term equity investments are generally carried at cost as their fair values could not be reliably measured.
(ii)
Cash and cash equivalents; trade receivables; prepayments, deposits and other receivables; and trade and other payables and accrued liabilities.
The carrying amounts of these balances approximate to their fair values because of the immediate or short term maturity of these
financial instruments.
(iii)
Unlisted investments in joint ventures and associates
The unlisted investments in joint ventures and associates are generally carried at cost as their fair values could not be reliably measured.
(iv)
Bank debts
The carrying amount of bank debts are a reasonable approximation of their fair values because they are floating rate instruments that are re-priced
to market interest rates on or near the balance sheet date.
The fair value of convertible bonds and senior notes are disclosed in note 28 and 29 respectively. The fair value of the commodity contracts and
other derivative financial instruments are stated in the fair value hierarchy table below.

Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1:
based on quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2:
based on valuation techniques for which all inputs that are significant to the fair value measurement are observable, either directly
or indirectly
Level 3:
based on valuation techniques for which one or more inputs that are significant to the fair value measurement are unobservable
Financial assets/Financial liabilities measured at fair value:
GROUP
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
US$000
US$000
US$000
US$000
AS AT 31 DECEMBER 2014
FINANCIAL ASSETS
COMMODITY CONTRACTS
734,106
5,420,702
1,074,158
7,228,966
147,255
147,255
INTEREST RATE SWAPS
4,397
4,397
734,106
5,572,354
1,074,158
7,380,618
(2,611,297)
FINANCIAL LIABILITIES
COMMODITY CONTRACTS
(293,090)
(2,289,829)
(28,378)
(82,386)
(82,386)
INTEREST RATE SWAPS
(119,878)
(119,878)
(293,090)
(2,492,093)
(28,378)
(2,813,561)
441,016
3,080,261
1,045,780
4,567,057
4,762,144

FINANCIAL ASSETS
COMMODITY CONTRACTS
251,274
4,023,710
487,160
22,211
22,211
INTEREST RATE SWAPS
2,909
2,909
251,274
4,048,830
487,160
4,787,264
(1,483,862)
COMMODITY CONTRACTS
(69,797)
(1,414,065)
(91,382)
(91,382)
INTEREST RATE SWAPS
(113,765)
(113,765)
(69,797)
(1,619,212)
(1,689,009)
181,477
2,429,618
487,160
3,098,255
141
31 DECEMBER 2014

Financial assets/Financial liabilities measured at fair value: (continued)
The fair value of the Level 1 commodity contracts are determined by reference to quoted futures prices at the close of business at the end of the
reporting period.
Level 2 valuation covers commodity contracts, foreign exchange contracts and interest rate swaps.
The fair value of commodity contracts uses the income approach which represents the discounted present value of future cashflows. This is equal to the
volume multiplied by the differential between contracted price and forward price for purchase and sales contracts. The forward price is either a flat price
or a basis (premium or discount) plus the respective commodity index price applicable to the contracts. All future cash flows were discounted by a risk
adjusted discount factor.
The fair value of commodity swaps is the estimated amount that the Group would receive or pay to terminate the swap at the end of the reporting period,
taking into account the current commodity price and the current creditworthiness of the swap counterparties that are observable in the market.
Foreign exchange contracts and interest rate swaps are fair valued by reference to forward exchange rates and interest rates.
Level 3 valuation covers commodity contracts which are fair valued using the income approach discounted cashflow models that make use of observable
and unobservable inputs to the model.
Level 2 and 3 commodity contracts include multi-year physical supply chain contracts arising in the normal course of business. The third party
counterparties to these contracts are significant commercial entities.
During the years ended 31 December 2014 and 2013, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.
Level 3 financial instruments
Included in Level 3 are commodity contracts which require recurring fair value measurement and a reconciliation of the change in Level 3 balances
during the year is as follows:
2014
2013
US$000
US$000
AT 1 JANUARY
487,160
1,292,339
ADDITIONS
185,068
(66,040)
(96,760)
91,773
302,187
REALISED DURING THE YEAR

UNREALISED GAIN INCLUDED IN THE INCOME STATEMENT
800,700
TRANSFERS OUT OF LEVEL 3
(452,881)
(1,010,606)
AT 31 DECEMBER
1,045,780
487,160
TRANSFERS INTO LEVEL 3
The Groups current policy is to reassess and make any required transfers between levels in the fair value hierarchy at the end of the reporting period. For
the purpose of identifying transactions which are required to be categorised in Level 3, the Group applies judgment to assess both the observability of
inputs to the valuation technique applied, and the significance of the input to the overall valuation of the transaction.
During 2014, contracts with a fair value of US$800,700,000 were transferred into Level 3 primarily due to volatility in the market. As the fair
values of some contracts reduced in 2014, unobservable inputs which had previously been assessed as insignificant became significant. Also, as
volatility significantly increased in 2014, the correlation between some of the market corroborated inputs and their underlying observable market data
has deteriorated.
During 2014, contracts with a fair value of US$452,881,000 were transferred out of Level 3, due to a reduction in the significance of unobservable inputs
to the overall contract fair value.
142

Level 3 financial instruments (continued)
The following table shows the impact of favourable/unfavourable sensitivity of Level 3 fair values in profit or loss to reasonable alternative assumptions:
FAVOURABLE CHANGES
COMMODITY CONTRACTS
UNFAVOURABLE CHANGES
2014
2013
2014
2013
US$M
US$M
US$M
US$M
334
88
(321)
(185)
Favourable and unfavourable changes are determined on the basis of sensitivity analysis. The sensitivity analysis measures the impact on the Level 3
contract fair values with regard to reasonable alternative assumptions for unobservable inputs. The Group takes into account the nature of the valuation
technique employed and exercises judgement on the available observable and historical data in arriving at reasonable alternative assumptions.
When the fair value is affected by more than one unobservable assumption, the above table reflects the most favourable or the most unfavourable change
from varying the reasonable alternative assumptions individually.
The paragraphs below describe key unobservable inputs to Level 3 contracts and provide the range of those inputs as at 31 December 2014:
Forward price curves for long dated and illiquid commodities have been projected based on the Groups best estimates. Where possible broker
consensus, third party consensus, market publications, and a combination of above sources have been used in developing these forward price curves.
For the valuation of long term contracts where observable prices are not available, the Group estimates that nominal prices will move in accordance with
inflation rates. An inflation range of 2 to 3% was used.
Premium or discounts for quality and location reflect a price adjustment for specific characteristics of a commodity that more accurately depicts the asset
or liability being measured. For certain commodity contracts this adjustment is unobservable and significant to the overall valuation of the contract. The
Group makes use of historical data and available market data to make appropriate estimates on a consistent basis for its contracts. Discounts range from
0% to 6%, and premiums range from 0% to 23%.
Volume is determined based on the terms of the commodity contracts, and takes account of independent third party resource and reserve reports
(typically JORC or equivalent compliant), and estimated production profile. The Group has a diversified portfolio of contracts, both in terms of
geographic locations and underlying products. The volumes for each transaction are contract specific.
143
31 DECEMBER 2014

Groups valuation processes

The Group has a designated team to prepare valuation models which includes finance, risk, quantitative research and business development personnel.
The team reports directly to the Group Chief Financial Officer. Valuation models are reviewed for continuing applicability on a regular basis.
Financial assets/Financial liabilities measured at fair value:
COMPANY
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
US$000
US$000
US$000
US$000
FINANCIAL ASSETS
COMMODITY CONTRACTS
25,725
4,295
30,020
INTEREST RATE SWAPS
13,751
13,751
1,268
1,268
25,725
19,314
45,039
(116,302)
(116,302)
(52,044)
(52,044)
INTEREST RATE SWAPS
INTEREST RATE SWAPS
During the years ended 31 December 2014 and 2013, there were no transfers between Level 1 and Level 2 fair value measurements.
144

Master netting or similar agreements
Pursuant to IAS 32 Financial instruments: Presentation offsetting financial assets and financial liabilities, recognised financial instruments that are
subject to master netting agreements are as follows:
RELATED
GROSS AMOUNT
NET AMOUNT
AMOUNTS NOT
SET OFF IN THE
IN THE
SET OFF IN THE
STATEMENT
STATEMENT
STATEMENT
OF FINANCIAL
OF FINANCIAL
OF FINANCIAL
GROSS AMOUNT
POSITION
POSITION
POSITION
NET AMOUNT
US$000
US$000
US$000
US$000
US$000
1,885,407
(1,133,554)
751,853
751,853
759
(759)
3,003
(2,978)
25
25
1,889,169
(1,137,291)
751,878
751,878
31 DECEMBER 2014
FINANCIAL ASSETS
COMMODITY CONTRACTS
INTEREST RATE SWAPS
COMMODITY CONTRACTS
(1,632,591)
1,133,554
(499,037)
(499,037)
(1,648)
759
(889)
(889)
INTEREST RATE SWAPS
(2,978)
2,978
(1,637,217)
1,137,291
(499,926)
(499,926)
31 DECEMBER 2013
FINANCIAL ASSETS
COMMODITY CONTRACTS
1,001,741
(423,269)
578,472
578,472
425
(290)
135
135
INTEREST RATE SWAPS
613
(613)
1,002,779
(424,172)
578,607
578,607
(904,857)
423,269
(481,588)
(481,588)
(290)
290
(613)
613
(905,760)
424,172
(481,588)
(481,588)
COMMODITY CONTRACTS
INTEREST RATE SWAPS
145
31 DECEMBER 2014
38. CAPITAL MANAGEMENT

The Groups capital management focuses on ensuring the ability to continue as a going concern while providing an adequate return to our shareholders
and economic benefits for our other stakeholders. The Group manages its capital structure and makes adjustments to it in consideration of many
factors including (a) the nature of the Groups assets to be funded, (b) assessment of the appropriate structure to fund the Groups business initiatives,
(c) the availability and cost of various financing strategies, (d) the investment grade rating, and (e) the impact of changes in liquidity and funding of
its commercial activities. In order to adjust or maintain the capital structure, the Group may issue debt of either a fixed or floating nature, arrange
committed or uncommitted debt facilities, issue new shares, adjust dividend payments, or consider investments in or the sale of assets or businesses.
The Group is permitted to purchase its own shares in the market and keep them as treasury shares under a shareholder approved plan which permits a
10% share buyback policy. The policy is reviewed annually and re-approved at the general shareholders meeting each year.
The Group assesses the overall need for capital to be utilised in its business activities, taking into account the intended use of the capital. In addition,
we assess the use of the capital with respect to several factors including its cost, availability, and our ability to generate adequate returns on the invested
capital. Our primary use of capital in 2014 was for working capital and investments.
Generally, the Group looks to maintain a capital structure which corresponds to the nature of the assets to be funded by such capital and that provides a
solid balance sheet to maintain its investment grade ratings from the international credit rating agencies. In order to ensure the adequacy of capital, the
Group regularly assesses and quantifies the potential capital requirements with respect to working capital required for our trading activities as well as
new investment opportunities.
Capital is calculated as the total debt and equity which is available to the Group. At 31 December 2014, the Group calculated the sum of total bank and
capital market debt and equity capital of the Group to be US$9,028 million (2013: US$11,298 million), consisting of US$3,971 million (2013: US$6,141
million) of short and long term debt, and US$5,057 million (2013: US$5,157 million) of equity capital. The level of equity capital decreased mainly due to
dividend distributions.
At 31 December 2014, the Groups net debt/book capitalisation ratio was at 37.8% (2013: 49.7%). At 31 December 2014, the Groups return on opening
shareholders capital after payment of those interest and related costs was at 2.6% (2013: 4.8%).
39. OPERATING LEASE COMMITMENTS
Future minimum lease receivables as lessor and payables as lessee under non-cancellable operating leases as at 31 December 2014 were as follows:
VESSELS
OFFICE
TOTAL
VESSELS
OFFICE
PREMISES
PREMISES
2014
2013
TOTAL
AS LESSOR
LEASE TERM
WITHIN ONE YEAR

IN THE SECOND TO FIFTH YEARS, INCLUSIVE
1 TO
UP TO
25 DAYS TO
UP TO
15 MONTHS
5 YEARS
24 MONTHS
2 YEARS
US$000
US$000
US$000
US$000
US$000
US$000
22,026
992
23,018
13,080
13,080
3,390
3,860
7,250
9,162
84
9,246
25,416
4,852
30,268
22,242
84
22,326
AS LESSEE
LEASE TERM
UP TO
51 DAYS TO
UP TO
10 YEARS
9 YEARS
10 YEARS
15 YEARS
US$000
US$000
US$000
US$000
US$000
US$000
152,098
17,785
169,883
198,980
13,541
212,521
IN THE SECOND TO FIFTH YEARS, INCLUSIVE
191,311
188,118
379,429
218,136
36,568
254,704
AFTER FIVE YEARS
72,653
174,253
246,906
121,186
21,481
142,667
416,062
380,156
796,218
538,302
71,590
609,892
WITHIN ONE YEAR
146
1 MONTH TO
40. CAPITAL COMMITMENTS

At 31 December 2014, the Group has entered into contracts to acquire certain vessels, construction assets and computer equipment of US$37,131,000
and has an investment commitment to an associate, X2, of US$482,479,000 which have not been provided for in the financial statements
(2013: US$50,216,000).
41. CONTINGENT LIABILITIES
At 31 December 2014, the Group did not have contingent liabilities in respect of guarantees given to the banks and financial institutions for banking
facilities granted (2013: US$11,000,000).
In relation to the disposal of 51% of the Companys interest in NAL Group, the Group has undertaken the following key obligations in accordance with
the Share Sale Agreement dated 2 April 2014:
(i)
Taxes: to pay unprovided corporate taxes of NAL Group up to 31 December 2014, within the statutory claim period in the relevant jurisdiction to
which such tax claim relates; and
(ii)
Legal: to pay claims against certain existing legal cases as at 2 April 2014 within three years following 31 December 2014.
The Group has made full provision for all probable liabilities arising from the above obligations.

In accordance with the Transitional Services Agreement dated 30 September 2014, transitional services to NAL Group, including risk
management, human resources, insurance, internal audit, legal, research, tax and other administrative services, are provided free of any costs
from 1 October 2014 to 31 March 2016.

The Company had contingent liabilities as follows:
2014
2013
US$000
US$000
GUARANTEES GIVEN TO THE BANKS AND FINANCIAL INSTITUTIONS FOR BANKING FACILITIES
18,783,557
16,991,730
UTILISED FACILITIES
6,610,852
4,255,039
GUARANTEES GIVEN TO TRADE COUNTERPARTIES
8,415,770
10,680,749
182,012
346,319
GRANTED TO SUBSIDIARIES AND ASSOCIATES
UTILISED FACILITIES
147
31 DECEMBER 2014
42. RELATED PARTY TRANSACTIONS

In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and
related parties took place at terms agreed between the parties during the financial year.
(a)
Name and relationship
Name of the key related parties
Relationship with the Group
NAL Group
Associate of the Group
Yancoal
Resgen
Atlas
K Noble Hong Kong Limited
Joint venture of the Group
PT BSM
Joint venture of the Group
(b)
Related party transactions

2014
2013
US$000
US$000
(i)
SALES TO:
NAL GROUP
760,425
2,726
26,736
22,680
RESGEN
PURCHASE FROM:
(i)
NAL GROUP
695,526
YANCOAL
225,735
303,975
11,358
4,823
48,694
51,607
16,017
YANCOAL
4,240
ATLAS
7,779
1,297
1,754
ATLAS
PT BSM
COMMISSION INCOME:
(i)

OVERHEAD CHARGED TO NAL GROUP
(ii)
2,644
GUARANTEE FEE REIMBURSED FROM NAL GROUP
(iii)
714
148
(i)
The directors considered that the sales, purchases and commission income were made according to prices and conditions similar to those
offered to other vendors and customers of the associates.
(ii)
Overhead charge was based on actual payments incurred by the NAL Group and reimbursed by the Group.
(iii)
Guarantee fee reimbursement was based on the utilization rate of credit over NAL Group bank borrowing.
(c)
Details of the Groups balances with joint ventures and associates as at the end of the reporting period are included in notes 16 and 17 to the
financial statements, respectively.
42. RELATED PARTY TRANSACTIONS (continued)

(d)
The Company had the following transactions with its subsidiaries and associates:
2014
2013
US$000
US$000
2,644
30,801
14,823
FINANCE INCOME
298,212
243,932
GUARANTEE FEE REIMBURSED
80,306
18,500
OVERHEAD REIMBURSED TO NAL GROUP

FINANCE COSTS
(e)
Details of the key management personnels remuneration are included in note 6 to the financial statements.
43. EVENTS AFTER THE REPORTING PERIOD

The Board of Directors is pleased to declare an interim dividend of US$0.007 in cash per share.
44. COMPARATIVE AMOUNTS
The comparative consolidated income statement has been re-presented as if the operation discontinued during the current year had been discontinued
at the beginning of the comparative period (note 7).
Certain comparative amounts in income statement have been reclassified and restated to conform with the current years presentation and
accounting treatment.
149
31 DECEMBER 2014
45. LIST OF PRINCIPAL SUBSIDIARIES

PLACE OF INCORPORATION/
NOMINAL VALUE OF ISSUED
NAME
REGISTRATION
SHARE CAPITAL
PRINCIPAL ACTIVITIES
GENERAL ALUMINA JAMAICA LLC
MEMBERSHIP INTEREST: 100%
INVESTMENT HOLDING FOR
(FORMERLY ALCOA MINERALS OF JAMAICA, L.L.C.)
BAUXITE MINING AND

ALUMINA REFINING
NOBLE AMERICAS CORP.
US$8
NOBLE AMERICAS ENERGY SOLUTIONS LLC
MEMBERSHIP UNIT:10
MARKETING OF RETAIL POWER
MEMBERSHIP INTEREST:100%
ENERGY AND ELECTRICITY
US$1,000
SUPPLY OF
SUPPLY OF INDUSTRIAL AND

ENERGY PRODUCTS
NOBLE AMERICAS GAS & POWER CORP.
ENERGY PRODUCTS
NOBLE AMERICAS SOUTH BEND ETHANOL LLC
MEMBERSHIP INTEREST: 100%
ETHANOL PRODUCTION PLANT
NOBLE CHARTERING INC.
BRITISH VIRGIN ISLANDS
US$50,000
SHIP CHARTERING
NOBLE CHARTERING LIMITED#
HONG KONG
HK$2
SHIP CHARTERING
NOBLE CLEAN FUELS LIMITED#
UNITED KINGDOM
ORDINARY GBP1,250,000
SUPPLY OF
REDEEMABLE US$10,000,000
ENERGY PRODUCTS
NOBLE NETHERLANDS B.V.*
NETHERLANDS
EUR151,586,900
INVESTMENT HOLDING
NOBLE PETRO INC.
US$1,000
SUPPLY OF
NOBLE RESOURCES GROUP LIMITED
BRITISH VIRGIN ISLANDS
US$402,260,834
INVESTMENT HOLDING
NOBLE RESOURCES INTERNATIONAL AUSTRALIA PTY LTD#
AUSTRALIA
A$1
NOBLE RESOURCES INTERNATIONAL PTE. LTD.#
SINGAPORE
S$88,136,500
NOBLE RESOURCES LIMITED#
HONG KONG
HK$77,600,000
NOBLE RESOURCES (SHANGHAI) COMPANY LIMITED#
THE PRC
US$110,610,000
NOBLE RESOURCES UK LIMITED#
UNITED KINGDOM
GBP50,001
SAN JUAN FUELS, LLC
MEMBERSHIP INTEREST:100%
STAMPORTS INC.
US$1,000
SHIP CHARTERING
STAMPORTS UK LIMITED#
UNITED KINGDOM
GBP1
PROVISION OF
ENERGY PRODUCTS
ENERGY PRODUCTS
ENERGY PRODUCTS
SUPPLY OF
INDUSTRIAL PRODUCTS
ENERGY PRODUCTS
ENERGY PRODUCTS
REFINED COAL
PROCESSING FACILITIES
SHIPPING SERVICES
Statutory auditors Ernst & Young
Statutory auditors PKF Wallast
The Company held 100% interests in all the above subsidiaries as at 31 December 2014.
All the above subsidiaries, other than Noble Resources Group Limited, are indirectly held by the Company. The above list of principal subsidiaries of
the Company, in the opinion of the directors, principally affected the results for the year or formed a substantial portion of the net assets of the Group.
To give details of other subsidiaries would, in the opinion of the directors, result in particulars of excessive length.
The Groups board and audit committee are satisfied that the appointment of different auditors for its subsidiaries would not compromise the standard
and effectiveness of the audit of the Group.
The Company has complied with Rules 712 and 716 of the Listing Manual.
150
151
SHAREHOLDING AND CAPITAL SECURITIES STATISTICS
AS AT 26 FEBRUARY 2015
STATISTICS OF SHAREHOLDINGS
Authorised Share Capital
: HK$3,000,000,000
Issued and fully paid-up capital
: HK$1,684,866,740.50
Total number of issued shares
: 6,739,466,962
Total number of Treasury Shares
: Nil
Class of Shares
: Ordinary Share of HK$0.25 each
Voting rights
: The rights and privileges attached to the shares are stated in the Bye-laws
of the Company
DISTRIBUTION OF SHAREHOLDINGS
SIZE OF SHAREHOLDINGS
NO. OF SHAREHOLDERS
% OF SHAREHOLDERS
NO. OF SHARES
% OF SHARES
843
2.79
48,140
0.00
100 - 1,000
2,584
8.56
1,621,286
0.02
1,001 - 10,000
16,477
54.56
91,044,613
1.35
10,001 - 1,000,000
10,250
33.94
395,757,871
5.88
44
0.15
6,250,995,052
92.75
30,198
100.00
6,739,466,962
100.00
1 - 99
1,000,001 AND ABOVE

TOTAL
SUBSTANTIAL SHAREHOLDERS
(As recorded in the Register of Substantial Shareholders as at 26 February 2015)
DIRECT INTEREST
NAME
NO. OF SHARES
% OF SHARES
NO. OF SHARES
% OF SHARES
1,405,516,037
20.8550 (1)
NOBLE HOLDINGS LIMITED
1,388,567,810
20.6035 (2)
16,948,227
0.2515 (2)
BEST INVESTMENT CORPORATION
630,559,454
9.3562
CHINA INVESTMENT CORPORATION
630,559,454
9.3562 (3)
CIC INTERNATIONAL CO., LIMITED
630,559,454
9.3562 (4)
ORBIS HOLDINGS LIMITED
473,706,594
7.0288 (5)
ORBIS WORLD LIMITED
473,706,594
7.0288 (5)
ORBIS HOLDING TRUST
473,706,594
7.0288 (5)
ORBIS ASSET MANAGEMENT LIMITED
473,706,594
7.0288 (5)
ORBIS TRUST
473,706,594
7.0288 (5)
ORBIS INVESTMENT MANAGEMENT LIMITED
473,706,594
7.0288 (5)
ORBIS INVESTMENT MANAGEMENT (B.V.I.) LIMITED
473,706,594
7.0288 (5)
FRANKLIN RESOURCES, INC.
404,099,073
5.9960 (6)
INVESCO LTD. AND ITS SUBSIDIARIES
338,117,587
5.0170 (7)
152
DEEMED INTEREST
(1) Mr. Richard Samuel Elman (Mr. Elman) has an aggregate deemed interest in 1,405,516,037 shares which are held by Noble Holdings Limited (NHL)

or in which NHL is deemed to have an interest. NHLs aggregate interest in 1,405,516,037 shares comprises (i) 1,388,567,810 shares held by NHL;
and (ii) 16,948,227 shares held by NHLs wholly-owned subsidiary, Temple Trading Asia Limited (TTAL). NHL is a company registered in Bermuda
and TTAL is a company incorporated in Hong Kong. NHL is beneficially wholly-owned by a discretionary trust, the beneficiaries of which include the
children of Mr. Elman but not Mr. Elman himself. Fleet Overseas (New Zealand) Limited, a company incorporated in New Zealand, is the trustee of the
discretionary trust.
(2) Noble Holdings Limited (NHL)s aggregate interest in 1,405,516,037 shares comprising (i) 1,388,567,810 shares as direct interest (being shares held

by NHL); and (ii) 16,948,227 shares as deemed interest (being shares held by Temple Trading Asia Limited, a wholly-owned subsidiary of NHL).
(3) China Investment Corporation is deemed to be interested in the shares held by Best Investment Corporation by virtue of it being the ultimate holding

company of Best Investment Corporation.
(4) CIC International Co., Limited, a wholly-owned subsidiary of China Investment Corporation, is deemed to be interested in the shares held by Best

Investment Corporation by virtue of it being a holding company of Best Investment Corporation.
(5) Each of Orbis Holdings Limited (OHL), Orbis World Limited and Rhone Trustees (Switzerland) SA and Rhone Trustees (Bahamas) Ltd as co-trustee

of the Orbis Holding Trust is a substantial shareholder of the Company by virtue of its deemed interest in the shares managed by its subsidiaries, Orbis
Investment Management Limited and Orbis Investment Management (B.V.I.) Limited, as fund managers of the Orbis funds. Each such fund manager
has the ability to vote and acquire/dispose of the shares for and on behalf of the Orbis funds.
In addition, Rhone Trustees (Switzerland) SA as trustee of the Orbis Trust is also a substantial shareholder of the Company by virtue of being entitled to
exercise or control the exercise of not less than 20% of the votes attached to the voting shares of OHL. Separately, Orbis Asset Management Limited as
fund manager of another Orbis fund holds a deemed interest of less than 0.0001% in the shares by having the ability to vote and acquire/dispose of the
shares for and on behalf of this Orbis fund.
(6) Franklin Resources, Inc. (Franklin) is deemed to be interested in the shares held by funds and managed accounts that are managed by investment

advisers directly or indirectly owned by Franklin.
(7) Invesco Ltd. (Invesco) is deemed to be interested in the shares held by Invesco and its subsidiaries in their capacity as managers and advisers of

various accounts.
153
SHAREHOLDING AND CAPITAL SECURITIES STATISTICS
AS AT 26 FEBRUARY 2015
20 LARGEST SHAREHOLDERS
NAME OF SHAREHOLDERS
NO. OF SHARES
% OF SHARES
1,733,551,748
25.72
1,409,701,309
20.92
1,213,613,091
18.01
791,702,189
11.75
500,379,349
7.43
281,829,269
4.18
DBSN SERVICES PTE LTD
CITIBANK NOMINEES SPORE PTE LTD
HSBC (SINGAPORE) NOMINEES PTE LTD
DBS NOMINEES PTE LTD
RAFFLES NOMINEES (PTE) LTD
UNITED OVERSEAS BANK NOMINEES PTE LTD
UOB KAY HIAN PTE LTD
43,354,192
0.64
BNP PARIBAS SECURITIES SERVICES SINGAPORE
31,232,845
0.46
DB NOMINEES (S) PTE LTD
24,780,970
0.37
10
MERRILL LYNCH (SPORE) PTE LTD
23,999,388
0.36
11
ROYAL BANK OF CANADA (ASIA) LTD
23,828,806
0.35
12
ABN AMRO NOMINEES SINGAPORE PTE LTD
22,135,110
0.33
13
OCBC SECURITIES PRIVATE LTD
19,731,009
0.29
14
BNP PARIBAS NOMINEES SPORE PTE LTD
16,742,690
0.25
15
MORGAN STANLEY ASIA (S) SECURITIES PTE LTD
14,135,144
0.21
16
PHILLIP SECURITIES PTE LTD
14,014,130
0.21
17
SNG KAY BOON TERENCE
9,166,418
0.14
18
BANK OF SPORE NOMINEES PTE LTD
8,172,817
0.12
19
DBS VICKERS SECURITIES (S) PTE LTD
6,332,116
0.09
20
MAYBANK KIM ENG SECURITIES PTE LTD
5,273,787
0.08
6,193,676,377
91.91
TOTAL
PUBLIC FLOAT
Based on information available to the Company as at 26 February 2015, approximately 50.62% of the Companys shares are held in the hands of public.
Accordingly, the Company has complied with Rule 723 of the Listing Manual.
CAPITAL SECURITIES
The US$350,000,000 6.00% Perpetual Capital Securities issued by Noble Group Limited on 24 June 2014, and the US$50,000,000 issued on 10 July 2014
have been consolidated and form a single series of securities (together, the PCS). As at 26 February 2015, the PCS are represented by beneficial interests
in a global certificate in registered form and are registered in the name of Globenet Nominees Limited as nominee for, and deposited with, a common
depositary for Euroclear and Clearstream, Luxembourg. The identities of the holders of the beneficial interests in the PCS are not currently known to
Noble Group Limited.
154
155
156

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COACTION

At Noble, we understand that an organisation is more

THIS REPORT PROVIDES AN UPDATE ON NOBLE GROUPS

THE YEAR IN REVIEW

THE IDEAS THAT DRIVE OUR BUSINESS

NOBLE ANNUAL REPORT 2O14

Far more important than

The Board of Directors of Noble

By this yardstick, 2014 was

of everyone involved in what

present the audited consolidated

a truly remarkable year for the

completed three months ahead of

financial results for the year ended

Group. I believe it was our best

31 December 2014 together with

ever and our prospects have never

corresponding results for the

Not only did we generate near

At a practical level, the

After over fifty years in

record operating profits, in market

inter-company funding saw a

business, I still dont know what

conditions that were more akin to

cash inflow of over US$3 billion

the secret of business is. I do

surfing Devils Point in Tasmania,

to the Group. This transaction has

know, however, that just like us

rather than mellow Waikiki, we

transformed our balance sheet

humans, companies have their own

also saw substantial growth in

and our net gearing is now at

purpose, independent of external

our volumes, investments in new

factors. They exist as independent

businesses and new people, and in

entities that work to learn and

the build-out of our franchises.

develop and advance themselves,

While that in itself was an

We continue to maintain strong

that in order to run a successful

2014 metrics, is the fact that we

achieving this aspiration is that

company, decisions have to be

go into 2015 having built out

made that are not for the short,

core growth partnerships across

as possible. We must control our

the medium or even the long

Agriculture, Energy and Metals,

destiny and take the company

term. Day in and day out, decisions

Minerals and Ores with partners

where we think it should go, and be

have to be made at Noble because

of the highest calibre. These

certain that we can get there.

they equip us to adapt and thrive

relationships renew our focus on