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AUV Enterprises Limited

ACN 108 649 421

Annual Report 30 June 2013

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Directors' Report	3
Audit Independence Declaration	10
Corporate Governance Statement	11-19
Financial Report	20-46
Directors' Declaration	47
Audit Opinion	48-49
Shareholder Information	50-52
Corporate Directory	53

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Directors' Report

The directors present their report and the financial statements of AUV Enterprises Limited (the "Company") and its controlled entities (the "Consolidated Entity") for the financial year ended 30 June 2013.

1. Directors & Secretary

As at the date of this report, the following persons were directors of the Company. Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Chairman & Non-Executive Director	Date Appointed
Robert Whitton	2 August 2012
Non-Executive Directors
Anthony Damianos	6 April 2004
Peter Dykes	2 August 2012

Mr Ted Tzovaras, a non-independent director was appointed on 6 April 2004 and resigned on 3 August 2012.

Mr Peter Dykes held the position of company secretary at the end of the financial year:

2. Principal Activities

The principal activity of the Company during the financial period was seeking investments.

3. Operating Results

The consolidated loss of the Consolidated Entity, after providing for income tax, amounted to $11,143,000 for the financial period.

4. Significant Changes in State of Affairs

Shareholders would be aware that the company and its then subsidiary were placed into Voluntary Administration on 31 October 2005 and that in the ensuing period various Deeds of Company Arrangement (DOCA) were approved by creditors. However it wasn't until 24 August 2012 that a DOCA was wholly effectuated and the company released from the control of the Deed Administrators and handed back to the Company and its Directors.

To achieve the finalisation of the DOCA during the Financial year under review the company held on 3 August 2012 a General Meeting of shareholders where the following proposals were put to shareholders and all resolutions passed at such meeting including changing the company's name to AUV Enterprises Ltd:-

a) AUV be authorized to allot and issue the "Proponent's First Shares" as described in the Deed of Reconstruction, being:
i) up to 150,000,000 shares to professional and sophisticated investors at an issue price of $0.0005 per share to raise a total of $75,000; and
ii) up to 69,000,000 shares to professional and sophisticated investors at an issue price of $0,005 per share to raise a total of $345,000;

AUV Enterprises Limited

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Annual Report 2013

b) AUV be authorized to allot and issue the "Proponent's Second Shares" as described in the Deed of Reconstruction, being up to 81,000,000 shares to professional and sophisticated investors at an issue price of $0,005 per share to raise a total of $405,000;
c) the existing shares issued by AUV be consolidated on a 1 for 8 basis and the existing options be reconstructed pro-rata to the consolidation of the existing shares with any factional entitlement being rounded down;
d) ail current Directors, except for Mr Anthony Damianos, will resign, effective from the close of the Meeting;
e) Mr Peter Dykes and Mr Robert Whitton will be appointed as new directors, effective from the close of the Meeting; and
f) AUV change its name to AUV Enterprises Limited, or such similar name as agreed with the ASX.

The resolutions proposed were such that the terms of the Deed of Company Arrangement and Deed of Reconstruction to be completed. If the passing of the resolutions enabled the new Board (comprising Mr Damianos, Mr Dykes and Mr Whitton) will seek out new opportunities and perform due diligence on potential acquisitions and call another general meeting as necessary to allow shareholders to consider such opportunities.

Subsequent to the meeting the DOCA payment was made and the Deed Administrators retired. The new Director team undertook a review of the company and its resources and significantly examined various investment opportunities.

The company called a further General Meeting of shareholders for 30 November 2012 where the following resolutions were passed by shareholders:

a) Removal of RSM Bird Cameron as Company Auditor

Appointment of Colin Bloomfield & Associates as Company Auditor

b) Ratification and Approval of the previous issue of shares

50,000,000 siiares at $0.002 (pre consolidation) to LBT Corp Pty Ltd.

c) Increase of Remuneration Pool

"the maximum amount of director's fees payable to the non-executive directors from $250,000 to $500,000."

The company continued throughout the first half of calendar 2013 to review its options including a return to the Sapphire industry

5. Review of Operations

AUV did not trade during the period under review.

6. Financial Position

The net assets of AUV were $10,043 at year ended 30 June 2013. This decrease was as a result of the reported net loss for the year.

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Annual Report 2013

7. Future Developments, Prospects and Business Strategies

The review of the feasibility of sapphire mining operations is currently in progress and will seek to determine an appropriate business plan for the future.

8. Dividends Paid

No dividends have been paid or been recommended for payment in respect of the financial year ended 30 June 2013.

9. Events Subsequent to Balance Date

On 3 July 2013 the company issued 8,350,000 shares [under the 15% rule (7.1 of the ASX Listing Rules)] to raise $167,000 to provide worl<ing capital.

On 9 August 2013 the company advised the market that as a result of its review of opportunities that it had recommenced activities in the Natural Australian Sapphire Industry and in this regard had entered into an Off-Take Agreement to purchase sapphire production from a substantial mine near Inverell, NSW.

10. Directors' & Secretary Experience and Special Responsibilities

Robert Whitton Chairman and Non-Executive Director

Robert has a longstanding and successful career as a Chartered Accountant and Business Advisor. A specialist in business reconstruction services and Fellow of the Institute of Chartered Accountants and a Fellow of the Institute of Company Directors. Robert has in excess of 25 years experience gained across a range of accountancy firms, most recently as a Director of William Buck, Chartered Accountants & Advisors in Sydney, Australia. Robert is a Certified Fraud Examiner. He also is an Associate Fellow of the Australian Institute of Management and a member of the Insolvency Practitioners Association of Australia.

Mr Whitton is a Director of Tempo Australia Ltd (ASX:TPP), Exalt Resources Ltd (ASX:ERD) and the Australian Wine Co-Operative Society Ltd ("The Wine Society").

Peter Dykes

Non-Executive Director and Company Secretary

Mr Dykes has more than 20 years experience in the technology industry, beginning his career as a founding member of KPMG's technology advisory practice in both Sydney and Melbourne. He subsequently co-founded a boutique technology advisory business and advised some of Australia's largest corporate clients including BHP, Boral, Telstra and General Motors Holden.

Mr Dykes was an Executive Director, CFO and Company Secretary of Nexbis Ltd and played a key role during its rise from a market capitalisation of $4 million until its successful sale for $80 million. Mr Dykes is also a Director of Tempo Australia Ltd (ASX:TPP), Exalt Resources Ltd (ASK:ERD), RKS Consolidated Ltd (ASX:RKS) and Chapmans Ltd ASX:CHP).

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Anthony M. Damianos Non-Executive Director

Mr. Damianos has been involved in all aspects of the precious and semi-precious gem industry which included roles in mining, marketing and administration. He has extensive experience in sapphire, chrysoprase, emerald and tiger iron mining operations within Australasian. Mr. Damianos was the Chief Operations Officer of the Company's operating subsidiary for 5 years prior to its acquisition. In that role he was responsible for project planning, the construction and commissioning of the largest sapphire processing plant in the southern hemisphere as well as the day-to-day operations including environmental regulation compliance, rough sapphire classification and order fulfillment.

11 . IVIeetings of Directors

During the financial year, 3 Board meetings of directors were held. During the year the full Board dealt with all relevant matters and no separate meetings of either the Remuneration or Audit Committees of the Board were held. Attendances by each director during the year were:

	Board IVIeetings
	Number eligibleNumber Attended
	to attend
Robert Whitton	3
Anthony Damianos	3
Peter Dykes	3

12. Directors'equity participation

As at 30 September 2013, the Directors' relevant interests in the equity securities of the Company were as follows:

	Ordinary
	shares
Peter Dykes	11,142,152
Anthony Damianos	6,250
Robert Whitton	-

13. Remuneration Report

This section presents the nature and amount of remuneration for each director of the Company, and for the executives receiving the highest remuneration.

Remuneration Policy

The remuneration policy of the Company has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and a variable (at risk) component. The Board of the Company believes the remuneration policy is appropriate for the current stage of development of the Company.

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AUV Enterprises Limited Annual Report 2013

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The Board's policy for determining the nature and amount of remuneration for Board members and senior executives of the Entity is as follows:

The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the Board. All executives receive an agreed mix of fixed salary (which is based on factors such as experience and level of responsibilities), superannuation, fringe benefits and an annual cash performance incentive. The Company's Remuneration Committee will review and make recommendations to the Board in respect of executive packages on an annual basis. Reference will be made to the Entity's performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.
The performance of executives is measured against criteria agreed annually with each executive. Performance criteria include factors relating to the responsibilities of each position as well as company-wide factors such as the forecast growth of the Entity's profits. All bonuses are linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and can recommend changes to the committee's recommendations. The policy is designed to attract the highest caliber of executives and reward them for performance that results in long-term growth in shareholder wealth.
The executive directors and executives receive a superannuation guarantee contribution required by the government and do not receive any other retirement benefits.
All remuneration paid to directors and executives is valued at the cost to the Company and expensed. There are no share or options schemes as part of directors' or executive remuneration.
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability.

The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the Entity. However, to align directors' interests with shareholder interests, the directors are encouraged to hold shares in the Company.

Where non-executive directors provide additional services to the Company, this must be approved in advance by the remuneration committee chair.

Performance Based Remuneration

As part of each executive director and executive's remuneration package there is a performancebased component, which is paid on achievement of key performance indicators ("KPIs"). The program seeks to align goals of directors and executives with that of the Company and its shareholders. The KPIs are reviewed annually by the Board in consultation with executives.

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The measures are tailored to the areas each executive has a level of control over. The KPIs target areas the Board believes hold greater potential for group expansion and profit, covering financial and non-financial as well as short- and long-term goals. The level set for each KPI is based on budgeted figures for the group and respective industry standards.

Performance in relation to the KPIs is assessed annually, with bonuses being awarded depending on the number and deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the remuneration committee in light of the desired and actual outcomes, and their efficiency is assessed in relation to the group's goals and shareholder wealth, before the KPIs are set for the following year.

Company Performance, Si)areholder Wealtti and Directors' and Executives' Remuneration

There were no KPIs set for the 2013 year and as a result no performance payments were paid or are payable.

Details of Remuneration for the Year Ended 30 June 2013

The remuneration for each director and each of the executive officers of the Consolidated Entity receiving the highest remuneration during the year is set out in the tables below.

Name	Fees or Remuneration
Robert Whitton	Nil
Anthony Damianos	Nil
Peter Dykes	Nil

Employment Contracts of Directors and Senior Executives

The terms of employment for all directors and senior executives are formalised in contracts of employment. The key terms of the contracts with Directors and specified executives are:

none of the contracts have fixed terms;
resignation period or termination by the Company is one month's notice;
termination or redundancy payments by the Company are not specifically provided for in the contracts, however, will be payable in accordance with relevant Federal or State legislation; and
no termination payments are payable in respect of resignation or dismissal for serious misconduct. In the instance of serious misconduct the Company can terminate employment at any time.

14. Indemnification of Directors, Officers and Auditor

Pursuant to Article 103 of its Constitution, the Company insures and indemnifies its current and former directors and officers, against liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors and officers of the Company and its controlled entities, except where the liability arises out of conduct involving lack of good faith.

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Each Director and Secretary named in the Directors and Secretary section of this report and any past director or secretary, has entered into a Deed of Indemnity with the Company on these terms. No indemnity has been provided to the Company's auditor.

15. Insurance Premiums

During or since the financial year the Company has paid an insurance premium in respect of a contract insuring against liability of Directors and Officers in accordance with the Company's Constitution and the Corporations Act 2001.

The contract of insurance prohibits disclosure of the amount of the premium and the nature of the liability insured against. Each director of the Company has paid the insurance premium in respect of cover which may apply in relation to liabilities of the type referred to in Section 199B of the Corporations Act 2001.

16. Non-audit Services

The Board is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor's independence for the following reasons:

all non-audit services are reviewed and approved by the Board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor independence as set out in the Institute of Chartered Accountants in Australia and CPA Australia's Professional Statement F1: Professional Independence.

17. Auditor's Independence Declaration

The auditor's independence declaration for the year ended 30 June 2013 has been received and is included on page 10 of this Annual Report.

18. Proceedings on Behalf of Company

Other than as set out below, no person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

19. Rounding of Amounts

The Company is an entity to which ASIC Class Order 98/100 applies and, accordingly, amounts in the financial statements and directors' report have been rounded to the nearest thousand dollars.

Signed in accordance with a resolution of the Board of Directors

Robert Whitton Chairman

1 Peter Dykes Director

Dated this 10th day of October 2013

Level 6 350KeotStet

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Level', 46i NorlliFaiTsiiiatla PO Box 2210 [a NSW 1750

AUDITOR'S INDEPENDENCE DECURATION

UNDER S307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS AUV ENTERPRISES LIMITED

As lead auditor of AUV Enterprises Limited for the year ended 30 June 2013,1 declare that, to the best of my knowledge and belief, there have been no contraventions of:

» the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
e any applicable code of professional conduct in relation to the audit.

This declaration is in respect of AUV Enterprises Limited and the entities it controlled during the year.

KS Black & Co Chartered Accountants

7 Taizal Ajmat Partner

Sydney, 1 ^ October 2013

Liability limited by a scheme approved under Profesaonal n Standards Legislation

Phone 02 8839 3000 Fax 02 8839 3055 www.ksblack.Gom.au

Chartered Accoyntants

AUV Enterprises Limited Annual Report 2013

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AUV Enterprises Ltd ("AUV") is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 29, 66 Goulburn Street, Sydney NSW 2000.

CORPORATE GOVERNANCE STATEMENT

Background

The Board of Directors of AUV are responsible for the Corporate Governance of AUV and its controlled entities. The Board guides and monitors the business and affairs of the group on behalf of the shareholders by whom they are elected and to whom they are accountable.

The AUV Corporate Governance Statement on the governance practices adopted by the Company is structured with reference to the ASX Corporate Governance Council's Principles and Recommendations. The practice are summarised below.

The Board is committed to improving its corporate governance practices and embracing the principles put out by the ASX Corporate Governance Council, however the Board is of a view that the adoption of the practices and principles should be in line with the growth in size, changes in the nature and increase in complexity of the Company's business.

The Board aims to achieve all of the Best Practice Recommendations in stages as the Company grows and its circumstances change over time. As reported in the current years' and previous years' annual report, the Company has been concentrating on its efforts to restore the financial position of the Company and does not have sufficient resources to adopt and improve its corporate governance practices at present.

A number of the principles previously adopted by the Company were not consistently adhered to during the period from November 2005 to August 2012. During this period, the Company was suspended from quotation from the ASX (4 October 2005), placed in voluntary administration (31 October 2005) and subject to Deed of Company Arrangement ("DOCA") from 14 March 2008 to 23 August 2012. The DOCA was subsequently effectuated (23 August 2012). It is the new Board's intention to apply all principals previously adopted on the resumption of quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the Company grows and its circumstances change over time.

Principle 1: Lay solid foundations for management and oversight

For the reasons outlined above, this principle previously adopted by the Company was not consistently adhered to during the period from November 2005 to August 2012.

On resumption of quotation of AUV's securities on the ASX, it is Board's intention to ensure the Company is structured such that there are clearly defined roles, segregation of duties and responsibilities and approved levels of authority between the management and the governance of the Company. The Board will set the overall corporate governance policy for the Company including determining the strategic direction, establishing policies and goals for management and monitoring the achievement of them. The Board will delegate responsibility for the day to day management of the Company to the Chief Executive Officer and the senior executive team.

The key responsibilities of the Board will include:

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AUV Enterprises Limited Annual Report 2013

setting the long-term strategy and annual business plan including objectives and milestones to be achieved;
evaluating capital, cash and operating risk budgets and making appropriate recommendations on an annual basis;
reviewing and approving the Company's financial, strategic and operational goals and assessing key business developments as formulated by management in line with the objectives and goals set by the Board;
monitoring the performance of the Company against the financial objectives and operational goals set by the Board and reviewing the implementation of Board approved strategies;
assessing the appropriateness of the skill sets and the levels of experience of the members of the Board, individually and as a whole and selecting new members to join the Board when a vacancy exists;
appointing, removing and determining the terms of engagement of the Directors, Chief Executive Officer and Company Secretary;
overseeing the delegation of authority for the day to day management of the Company;
ensuring that the risk management systems, financial reporting and information systems, personnel, policies and procedures are all operating efficiently and effectively by establishing a framework of internal controls and compliance;
reviewing major contracts, goods or services on credit terms, acceptance of counter-party risks and issuing guarantees on behalf of the Company;
approving the capital structure and major funding requirements of the Company;
making recommendations as to the terms of engagement, independence and the appointment and removal of the external auditors;
setting the Code of Conduct for the Company and ensuring that appropriate standards of corporate governance and ethics are effectively communicated throughout the Company and complied with;
reviewing the adherence by each director to the Directors' Code of Ethics;
establishing policies to ensure that the Company complies with the ASX Continuous Disclosure Policy;
approving the Company's half year and full year reports to the shareholders, ASX and ASIC; and
ensuring that recruitment, retention, termination, remuneration, performance review and succession planning policies and procedures are in place and complied with.

Principle 2: Structure the Board to add value

For the reasons outlined above, this principle previously adopted by the Company was not consistently adhered to during the period from October 2005 to August 2012.

The Board is presently structured to maximise value to the Company and the shareholders. The Board is of a size and composition that is conducive to making decisions expediently, with the benefit of a variety of perspectives, experiences and skills.

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Board composition

The Board is composed of three directors. The skills, experience and expertise relevant to the position of Director held of each Director in office at the date of the annual report are included in the Directors Report.

It is noted that the Company's board composition may not be in keeping with the commentary and guidance to Best Practice Recommendations 2.1. The Board is of the opinion that the current stage of uncertainty in relation to the future operations of the Company requires the Company to have a board, which has more of a hands-on and technical experience in order to stabilise the Company. However, the board is committed to follow the guidance to Best Practice Recommendations 2.1 by appointing independent directors to the Board once the future direction of the Company is resolved.

The Board has determined that there are sufficient appropriate alternative governance measures in place to ensure that non compliance with the recommendations does not give rise to undue risk or other material concerns relating to the management and oversight of the Company.

Term of office

The members of the Board are elected by the shareholders to ensure that the Board has the appropriate mix of expertise and experience.

In accordance with the Corporations Act 2001, if a person is appointed as Director during the year, the Company must confirm appointment by resolution at the Company's next Annual General Meeting.

One-third of the Board retires and make themselves available for re-election at the following AGM, with the exception of the Chief Executive Officer. No Director, with the exception of the Chief Executive Officer, is allowed to retain office for more than 3 years without submitting himself or herself for re-election.

When a vacancy exists on the Board, the Board appoints the most suitable candidate from a panel of candidates, who then must stand for election at the next Annual General Meeting if he or she wishes to continue as a member of the Board in the following year.

Personal interests & conflicts

Directors must not take advantage of their position as Directors and must not allow their personal interests, or the interests of any associated person to interfere or exert undue influence on their conduct or decisions as a Director.

Directors also have a duty to avoid conflicts of interest between the best interests of the Company and their own personal or commercial interests. Conflicts of interest can be either actual or potential. If a conflict of interest arises, Directors must disclose their interests to the Board immediately. The Directors concerned must not be present at the meeting while the matter is being considered and must not be allowed to vote on the matter either.

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Independent professional advice

There are procedures in place, agreed by the Board, to enable directors in furtherance of their duties to seek independent professional advice at the Company's expense.

Board Standing Committees

Due to the size of the Company and present uncertainties the Board has decided not to formally establish a Nomination Committee.

Although the board established an Audit and Risk Management Committee, at the date of this report, the Company has not appointed any member to the Committee and as such, the responsibilities and duties of this Committee were taken up by the Board during the year. The small size and the hands on approach of the Board enable it to handle particular issues relevant to verifying and safeguarding the integrity of the Company's financial reporting with the same efficiency as an Audit and Risk Management Committee.

Consequently, the Company does not comply with Best Practice Recommendations. However the Board will keep this position under review.

Summary

In summary, the Company does meet the requirements of Principle 2 of the Corporate Governance Guidelines in that:

(i) The Board does comprise a majority of independent Directors;
(ii) The Chairperson is an independent Director;

As explained throughout this section, the Board feels that at the present time each of the recommendations is not cost effective for adoption in a small public company such as AUV Enterprises Ltd. However the Board will constantly monitor and review the situation.

Principle 3 and 10: Promote ethical and responsible decision-making and recognise the legitimate interests of stakeholders

For the reasons outlined above, this principle previously adopted by the Company was not consistently adhered to during the period from February 2008 to June 2012.

Code of Conduct & Ethics

The Company had a Code of Conduct, which sets the standards in accordance with which each director, manager and employee of the Company is expected to act. The code is communicated to all levels of the Company and deals with areas such as professional conduct, customers/consumers, suppliers, advisers/regulators, competitors, the community and the employees.

In addition to the Code of Conduct, the Company also had a Directors' Code of Ethics, which sets out particular issues relevant to directors' obligations to the Company.

Share trading policy

The constitution permits directors, senior executives and other officers of the Company to trade in Company shares as long as they comply with the Company's Share Trading Policy. The Share Trading Policy is a code that is designed to minimise the potential for insider trading.

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Directors must notify the Chairman of the Board, before they buy or sell shares in the Company. If the Chairman of the Board intends to trade in the Company shares, the Chairman of the Board must give prior notice to the Chairman of the Audit & Risk Management Committee or the whole Board if there is no Audit & Risk Management Committee. The details of the share trading must be given to the Company Secretary who must lodge such details of such changes in with the ASX.

Senior executives must give prior notice to the Chief Executive Officer, while other officers must notify the Company Secretary, before trading in the Company shares and details of all such transactions must be given, in writing, to the Company Secretary within 7 business days.

Any changes in substantial shareholding of the Directors, senior executives or other officers must be reported to the ASX within 2 business days of such trading. The policy also recommends that trading in the Company shares only occur in the following trading windows:

30 days after the announcement of the Company's half year results; and
30 days after the announcement of the Company's full year results.

For the reasons outlined above, this principle previously adopted by the Company was not consistently adhered to during the period from October 2005 to August 2012.

It is the Board's responsibility to ensure an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information as well as non financial considerations such as benchmarking of operational key performance indicators.

Executive Certification

Historically the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are required to and have provided assurance to the Board stating that the financial statements and reports of the Company:

Present a true and fair view, in all material respects, of the operating results and financial condition in accordance with the Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001;
Are founded on a system of risk management and internal compliance and control, and these are operating efficiently and effectively in all material aspects.

However, the principles previously adopted by the Company were not adhered to during the period from October 2005 to August 2012 - including the requirement to obtain assurance from the CEO and the CFO that the financial statements present a true and fair view, in accordance with the Australian Accounting Standards and are founded on a system of risk management and internal compliance and control. It is the Boards intention to apply all principles previously adopted on the resumption of quotation on the ASX - including the requirement to obtain assurances from the CEO and the CFO in relation to the financial statements, systems of risk management and internal controls - in stages as the Company grows and its circumstances change over time.

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Audit & Risk IVIanagement Committee - audit responsibilities

The Company currently does not have an audit committee. Historically the board believes a separate audit committee in a company of this size with the absence of independent Directors would be of little value. The small size of the company and the hands on approach of the Board enable it to handle particular issues relevant to verifying and safeguarding the integrity of the Company's financial reporting with the same efficiency as an audit committee.

The board is committed to following the Best Practice Recommendation 4.3, and will establish an independent Audit & Risk Management Committee once independent Directors are appointed and the Company increases in size.

Principle 5: Make timely and balanced disclosure

Historically, the Company's market disclosure policy is to ensure that shareholders and the market are fully informed of the Company's strategy, performance and details of any information or events that could be material to the value of the Company's securities. The Company is committed to ensuring that all information that may have a material impact on the Company's share value is disclosed to the market in a timely and balanced manner.

The Chief Executive Officer and the Company Secretary, in consultation with the Board, are responsible, for the review, authorisation and disclosure of information to the ASX and for overseeing and coordinating information disclosures to the ASX, shareholders, brokers, analysts, the media and the public.

The Company ensures that it also complies with the requirements of the Listing Rules of the Australian Stock Exchange ("ASX") and the Corporations Act in providing information to shareholders through:

The half-yearly report to the ASX;
The annual Report which is distributed to the ASX and to shareholders prior to the AGM;
The AGM and other meetings called to obtain approval from shareholders where appropriate;
Ad-hoc releases to the ASX as required under the ASX Listing Rules.

However, for the period October 2005 to August 2012, the Company did not comply with this principal in a timely manner. Half yearly reports of the periods December 2005, December 2006, December 2007, December 2008, December 2009, December 2010, December 2011 and December 2012 remain outstanding. The annual reports for the years ending June 2006, June 2007, June 2008, June 2009, June 2010, June 2011 and June 2012 remain outstanding. The AGM for years June 2008, June 2009, June 2010, June 2011 and June 2012 are anticipated to be held in December 2013 with the June 2013 AGM to be held by 30 November 2013.

It is the Board's intention to apply all principles previously adopted in a timely manner on the resumption of quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the Company grows and its circumstances change over time.

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Principle 6: Respect the riglits of sliarefiolders

Communication to sliareliolders

The Company recognises the rights of its shareholders and other interested stakeholders to have easy access to balanced, understandable and timely information concerning the operations of the Group. The Chief Executive Officer and the Company Secretary are primarily responsible of ensuring communications with shareholders are delivered in accordance with this strategy and with our policy of continuous disclosure.

The Company strives to communicate with shareholders and other stakeholders in a regular manner as outlined in Principle 5 of this statement. However as stated above, in the period from February 2008 to June 2012 the Company did not communicate with shareholders and other stakeholders in a timely manner.

The Board encourages participation of shareholders at the Annual General Meeting or any other shareholder meetings to ensure a high level of accountability and identification with the Company's strategy and goals. Shareholders are requested to vote on the appointment and aggregate remuneration of Directors, the granting of options and shares to Directors, issue of shares and changes to the constitution.

Annual General Meeting

Historically, the Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company's strategy and goals.

The Board has also requested representatives from Colin Bloomfield & Associates, the Company's external auditor, to be present at the Annual General Meeting to answer questions that shareholders might have about the scope and conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company and the independence of the auditor.

It is the Boards intention to apply all principles previously adopted on the resumption of quotation on the ASX and implement all of the Best Practice Recommendations in stages as the Company grows and its circumstances change.

Principle 7: Recognise and manage risk

Risk management responsibilities

The Company's risk management framework is designed to identify, assess, monitor and manage material business risks, both financial and non financial, to minimise their impact on the achievement of organisational goals.

As no member has been appointed to the Audit & Risk Management Committee, the Board is responsible for reviewing and ratifying the system of risk management, internal compliance and control, codes of conduct and legal compliance.

Historically, the Board delegates to the Chief Executive Officer and the Chief Financial Officer the responsibilities for the establishment, implementation and maintenance of the system of risk management including measures of its effectiveness.

AUV Enterprises Limited Annual Report 2013

^ AUV

In the period October 2005 to August 2012, the Board did not receive a report from management as required under section 295A of the Corporations Act that the Company's risk management framework is effective for the Company's purpose.

As disclosed previously, the principles previously adopted by the Company were not always adhered to during the period from October 2005 to August 2012. It is the Boards intention to apply all principles previously adopted on the resumption of quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the Company grows and its circumstances change over time.

Principle 8: Encourage enhanced performance

As stated above, principles previously adopted by the Company were not always adhered to during the period from October 2005 to August 2012.

Performance evaluation

The Board has responsibility with respect to the following functions:

develop policies and procedures to identify, assess and enhance the skills, expertise and competencies of the Directors individually and the Board as a whole; and
develop a process and establish the criteria for evaluating the performance of the Directors and the Board as a whole.

Monthly financial results

Historically, the Chief Financial Officer distributes the monthly financial results of the Company to members of the Board before each monthly Board meeting. This ensures the Board is kept up to date with all the necessary information to effectively discharge their duties in its discussions and deliberations. The Board is also free to meet and question individual members of management to clarify issues on any matter pertaining to the Company.

However, as previously stated the principles, previously adopted by the Company were not always adhered to during the period from October 2005 to August 2012 - including the provision of monthly reports. It is the Boards intention to apply all principles previously adopted - including distribution of monthly results before each board meeting - on the resumption of quotation on the ASX and implement all of the Best Practice Recommendations in stages as the Company grows and its circumstances change.

Director induction and training

New Directors will be provided with an induction program to introduce them to the Company structure, culture and business operations.

Directors are also encouraged to undertake continuous professional development, at the Company's expense, to keep their skills up to date.

^ AUV r ^ ^ W

AUV Enterprises Limited Anr)ual Report 2013

Principle 9: Remunerate fairly and responsibly

Remuneration responsibilities

The Company's remuneration policy is disclosed in the Directors' Report. The policy has been set out to ensure that the performance of Directors, key executives and staff reflect each person's accountabilities, duties and their level of performance, and to ensure that remuneration is competitive in attracting, motivating and retaining staff of the highest quality. A program of regular performance appraisals and objective setting for key executives and staff is in place. These annual reviews take into account individual and company performance, market movements and expert advice.

The Board determines any changes to the remuneration of key executives on an annual basis.

The Board determines and reviews compensation arrangements for the Directors and the executive team.

AUV Enterprises Limited Annual Report 2013

^ AUV

Financial Report 30 June 2013

^ A U V

.U....r...U...

Annual Report 2013

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2013

		Consolidated	Entity
		2013	2012
	Note	$000	$000
Revenue	2
Changes in inventories of finished goods
Materials and consumables used
Depreciation and amortisation expense	3
Employee benefits expense
Finance costs	3
Other expenses		(11,143)
Loss before income tax		(11,143)
Income tax expense	5
Loss for the year		(11,143)
Other comprehensive income		.
Overall Operations:
Basic earnings per share (cents per share) Diluted earnings per share (cents per share)	8 8	.02 .02	0 0

The accompanying notes form part of these financial statements

- ^

-^m-

AUV Enterprises Limited Annual Report 2013

^ AUV

STATEMENT OF FINANCIAL POSITION As at 30 June 2013

		Consolidated Entity	Consolidated Entity
		2013	2012
	Note	$000	$000
CURRENT ASSETS
Cash assets	9	35	7
Receivables	10	-	476
Inventories	11	-	-
TOTAL CURRENT ASSETS		35	483
NON CURRENT ASSETS
Receivables	10
Other financial assets	12	-	-
Property, plant and equipment	14	-	4,666
Exploration and development	15	-	13,307
TOTAL NON CURRENT ASSETS		-	17,973
TOTAL ASSETS		35	18,456
CURRENT LIABILITIES
Trade and other payables	16	25	3,461
Short-term borrowings	17	-	948
Short-term provision	18	-	40
TOTAL CURRENT LIABILITIES		-	4,049
NON CURRENT LIABILITIES
Long-term borrowings	17		3,229
Long-term provision	18	-	550
TOTAL NON CURRENT LIABILITIES		-	3,779
TOTAL LIABILITIES		25	8,228
NET ASSETS		10	10,228
EQUITY
Issued capital	19	16,404	15,479
Accumulated losses		(16,394)	(5,251)
TOTAL EQUITY		10	10,228

The accompanying notes form part of these financial statements

AUV Enterprises Limited Annual Report 2013

^ AUV

STATEMENT OF CASH FLOWS For the year ended 30 June 2013

		Consolidated	Entity
		2013	2012
	Note	$000	$000
CASH FLOWS FROIVI OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees		(915)
Interest received
Finance costs
Net cash provided by (used in) operating activities	25a	(915)
CASH FLOWS FROIW INVESTING ACTIVITIES
Purchase of property, plant and equipment
Development expenditure
Exploration expenditure
Proceeds from sale of property, plant and equipment
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Advances of related party loans
Repayment of related party loans
Payments for performance bond
Repayment of borrowings
Advances to controlled entities
Proceeds from issue of shares (net of costs)		925
Net cash provided by (used in) financing activities		925
Net increase/(decrease) in cash held		10
Cash at1July
Cash at 30 June		10

The accompanying notes form part of these financial statements

AUy Enterprises Limited Annual Report 2013

^- AU¥

STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2013

	Sliare	Accumulated	Total
	Capital	Losses
	$000	$000	$000
Consolidated Entity
Balance at1July 2011	15,479	(5,251)	10,228
Loss attributable to members of parent entity
Balance 30 June 2012	15,479	(5,251)	10,228
Loss attributable to members of parent entity	(10,218)-	(11,143)
Share issues, net of transaction costs	925		925
Balance 30 June 2013	16,404	(16,394)	10

The accompanying notes form part of these financial statements

AUV Enterprises Limited Annual Report 2013

^ AUV

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

1 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers AUV Enterprises Limited and controlled entities (the Consolidated Entity), and AUV Enterprises Limited as an individual parent entity (the Company or Parent Entity). The Company is a listed public company, incorporated and domiciled in Australia.

The financial report of the Consolidated Entity and the Parent Entity comply with all Australian equivalents to International Financial Reporting Standards (AIFRS) in their entirety.

The following is a summary of the material accounting policies adopted by the Consolidated Entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

Basis of Preparation

Reporting Basis and Conventions

The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of noncurrent assets. Cost is based on the fair values of the consideration given in exchange for assets.

Accounting Policies

(a) Going Concern Basis of Accounting

The financial statements have been prepared on a going concern basis notwithstanding that the company incurred an operating loss after income tax of $11,143,000 and net assets of $10,000 as at 30 June 2013 and that the company incurred significant losses and generated negative cash flows from operations and subsequent over a number of years.

The company has executed a deed of arrangement and creditors trust with its creditors, which extinguished all its liabilities as at August 2012 and removed itself from administration.

The company is currently in the final process of recapitalizing its operations. Accordingly, the Directors' are of the opinion that the company will be able to meets its current trade and other payables, as well as repay its debts as and when they fall due. Therefore, the Directors are of the opinion that the financial statements be prepared on a going concern basis.

The company has re-entered the Sapphire industry and is currently reviewing a number of further opportunities in such industry.

AUV Enterprises Limited Annual Report 2013

^ AUV

In the event that the company is unable to realize its object of obtaining profitable opportunities or complete any further capital raisings, it will be required to realize its assets and extinguish its liabilities in a manner other than in the normal course of business such as voluntary administration. The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts or classification of liabilities that might be necessary should the company not be able to continue as a going concern.

(b) Principles of consolidation

A controlled entity is any entity controlled by the Company. Control exists where the Company has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with the Company to achieve the objectives of the Company. Details of the controlled entities are contained in Note 13.

All inter-company balances and transactions between entities in the Consolidated Entity, including any unrealised profits or losses, have been eliminated on consolidation.

Where a controlled entity has entered (or left) the Consolidated Entity during the year its operating results have been included (or excluded) from the date control was obtained or until the date control ceased.

(c) income tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.

Deferred tax is accounted for using the balance sheet method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax Is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation, and the anticipation that the Consolidated Entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

AUV Enterprises Limited and its wholly owned subsidiary, Australis Mining Operations Qld Pty Limited, have been consolidated for tax purposes under the Tax Consolidation System from 6 April 2004. AUV Enterprises Limited is responsible for recognising the current and deferred tax assets and liabilities for the consolidated group. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the taxable profit of the tax consolidated group.

...„...„. Annual Report 2013

^ AUV

(d) Inventories

Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity.

(e) Property, plant and equipment

Each class of property, plant and (equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

Property

Freehold land and buildings are shown at their fair value, being the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction, it is the policy of the Consolidated Entity to have an independent valuation every three years, with annual appraisals being made by the directors.

Plant and equipment

Plant and equipment are measured on a fair value basis, except for office equipment, which is measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows, which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to present values in determining the recoverable amount. An annual appraisal of the fair value is made by the directors.

The cost of plant constructed by the consolidated entity includes the cost of all materials used in construction, direct labour on the project and an appropriate proportion of variable and fixed overhead expenditure. Output produced during commissioning of plant has been valued at cost and deducted from the costs of construction.

Depreciation

The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, are depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. Properties held for investment purposes are not subject to a depreciation charge. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable asset are:

Class of fixed asset Depreciation rate Buildings 25% Plant and equipment 10% - 25%

AUy Enterprises Limited

^ AUV

Annual Report 2013 (f) Leases

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to the entities within the Consolidated Entity, are classified as finance leases. Finance leases are capitalised, recording an asset and a liability equal to the present value of the minimum lease payments, including any guaranteed residual values. Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely that the Consolidated Entity will obtain ownership of the asset or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives received under operating leases are recognised as a liability.

(g) Investments

Non-current investments are recognised at cost. The carrying amount of investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the undedying net assets for nonlisted companies. The expected net cash flows from investments have been discounted to their present value in determining the recoverable amounts.

(h) Mine Development & Exploration

Exploration Expenditure

Exploration and evaluation expenditure is accumulated in respect of each identifiable area of interest. The expenditure is carried forward in the financial statements, in respect of areas of interest for which the rights of tenure are current and where:

such costs are expected to be recouped through the successful development of the area or, alternatively, its sale; or
where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

Mine Development Expenditure

Mine development expenditure represents the acquisition costs and/or accumulation of exploration, evaluation and development expenditure in respect of areas of interest in which mining has commenced. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

When further development expenditure is incurred in respect of a mine property after the commencement of production, such expenditure is carried forward as part of Development Expenditure only when substantial future economic benefits are thereby established, otherwise such expenditure is classified as part of the cost of production.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

. . v . . . . . . . . .

^ A U V

Annual Report 2013

Provision for retiabilitation

Rehabilitation, restoration and decommissioning obligations associated with the retirement or disposal of mine site assets to be recognised when the disturbance and obligation occurs.

The provision is measured at the present value of the future expenditure and a corresponding asset is also recognised. The capitalised cost is amortised over the life of the project and a provision is increased as further disturbance occurs which creates a further obligation to rehabilitate. Associated discounting of the liability unwinds throughout the life of the provision; with this unwind being recognised as an interest expense.

In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(i) Foreign currency transactions and balances

Foreign currency transactions during the year are converted to Australian currency at the rates of exchange applicable at the dates of the transactions. Amounts receivable and payable in foreign currencies at balance date are converted at the rates of exchange ruling at that date.

(j) Employee benefits

Provisions are made for the Company's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits expected to be settled within one year together with benefits arising from wages and salaries, annual leave and sick leave which will be settled after one year, have been measured at the amounts expected to be paid when the liability is settled plus related on-costs. Other employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Contributions are made by the Consolidated Entity to an employee superannuation fund and are charged as expenses when incurred.

(k) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive a dividend has been established.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

(I) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST.

...„.o...

^ AUV

Annual Report 2013

(m) Rounding of Amounts

The parent entity has applied the relief available to it under ASIC Class Order 98/100 and, accordingly, amounts in the financial report and directors' report have been rounded off to the nearest $1,000.

(n) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

..V.....O... ^ AUV /innua/ Reporf 20-f 3

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

	Consolidated	Entity
	2013	2012
	$000	$000
2. REVENUE
Revenue from operating and non-operating activities comprises:
Operating Activities
- sale of goods	-	1,982
- interest received - other persons	-	3
		1,985
Non operating activities
- sale of equipment
Total Revenue	-	1,985
3. LOSS
(a) Expenses
Cost of goods sold	-	2,726
Finance costs:
-external	-	141
- related entities	-	61
- other related parties	-	223
Total finance costs	-	425
Depreciation of non-current assets
- buildings	-	4
- plant and equipment	-	471
- leased plant and equipment	-	100
		574
Less capitalisation of depreciation ciiarges
		574
Amortisation of non-current assets
- mine development	-	254
Less capitalisation of amortisation charges
		254
Total depreciation and amortisation	-	828

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...„..™..

"" AUV

Annual Report 2013

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

	Consolidated	Entity
	2013	2012
	$000	$000
Rental expense on operating leases
- minimum lease payments	-	129

5. INCOIVIE TAX EXPENSE

No income tax is payable by the consolidated entity and parent entity as each incurred a tax loss for the period ended 30 June 2013. The benefit of carried forward tax losses will only be obtained if:

(a) the Consolidated Entity and the parent entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
(b) the Consolidated Entity and the parent entity continues to comply with the conditions for deductibility imposed by tax legislation; and
(c) no changes in tax legislation adversely affect the Consolidated Entity and the parent entity in realising the benefit from the deductions for the losses.

^ -

AUV Enterprises Limited Annual Report 2013

AUV

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

6. KEY MANAGEMENT PERSONNEL COMPENSATION

(a) Names and positions held of the Company and Consolidated Entity key management personnel in office at any time during the financial year were (all personnel held office for the entire year unless otherwise noted):

Parent Entity Directors:

Robert Whitton Non-Executive Chairman and Director Anthony Damianos Non-Executive Director Peter Dykes Non-Exectuive Director Ted Tzovaras Non-Executive Director Resigned: 3 August 2012

(b) Key Management Personnel Compensation

2013			Post-Employment		Performance
	Short-term	benefits			Related
Name	Salary &	Non-cash	Superannuation	Total
	Fees	Benefits	Contributions	Package
	$000	$000	$000	$000
					0%
Robert Whitton					0%
Anthony Damianos					0%
Peter Dykes					0%
					0%
2012			Post-Employment		Performance
	Short-term	benefits			Related
Name	Salary &	Non-cash	Superannuation	Total
	Fees	Benefits	Contributions	Package
	$000	$000	$000	$000
Robert Whitton					0%
Anthony Damianos					0%
Peter Dykes					0%
					0%

AUV Enterprises Limited Annual Report 2013

^ AUV

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

(c) Shareholdings

The number of shares held by key management personnel as at 30 June 2013 is detailed below.

	Balance	Balance
Name	30 June 2012	30 June 2013
Robert Whitton
Anthony Damianos	6,250	6,250
Peter Dykes	-	11,142,152
	6,250	11,148,402

(d) Compensation Practices

The Company's policy for determining the nature and amount of compensation of key management personnel of the Company is as follows:

The compensation structure for key management personnel, is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the Company. The contracts for service between the Company and key management personnel are on a continuing basis the terms of which are not expected to change in the immediate future. Upon retirement key management personnel are paid employee benefit entitlements accrued to date of retirement.

The Company may terminate the contracts without cause by providing 1 month written notice or making payment in lieu of notice based on the individual's annual salary component together with any applicable redundancy payment as recommended by State-based legislation. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct the Company can terminate employment at any time.

The group seeks to emphasize payment for results through a cash bonus scheme. The scheme provides for payment of a cash bonus upon achievement of key performance indicators ("KPIs") such as return on equity. Bonuses were not paid or provided for in the 2006 financial year as the KPIs were not met. The objective of the reward schemes is to both reinforce the short and long-term goals of the Company and to provide a common interest between management and shareholders.

^ AUV

AUV Enterprises Limited
Annual Report 2013
	Consolidated Entity
	2013	2012
	$000	$000
7. AUDITORS REMUNERATION
Remuneration of the auditor of the parent entity and its related practices.
Auditing and reviewing of financial reports
Other services
Total fees
	Consolidated Entity
	2013	2012
	$000	$000
EARNINGS PER SHARE
Basic earnings per share (cents per share)	.02	0
Diluted earnings per share(cents per share)	.02	0
Net profit after tax has been used as earnings in calculation of earnings	11,143
per share
	No.	No.
Weighted average number of ordinary shares outstanding during the	64,060,733	95,686,105
year used in the calculation of basic earnings per share
Effective of dilutive securities - share options
Adjusted weighted average number of ordinary shares outstanding	64,060,733	95,686,105
during the year used in calculation of diluted earnings per share
No adjustment has been made for dilution by share options as the share
price at year end was less than the exercise price of the options.

AUV Enterprises Limited Annual Report 2013

^- AU¥

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

		Consolidated	Entity
		2013	2012
		$000	$000
9. CASH ASSETS
Cash at bank		35	7
Reconciliation of Cash
Cash at the end of the financial year as shown in the statement of
cash flows is reconciled to the Statement of Financial Position as
follows:
Cash		35
10. RECEIVABLES
Current
Amounts receivable from ultimate parent entity & subsidiaries		-	403
Sundry receivables		-	73
			476
Non-current
Amount receivable from controlled entity
11. INVENTORY
Current
Finished goods - at cost
12. OTHER FINANCIAL ASSETS
Shares in controlled entities - at cost
13. CONTROLLED ENTITIES	Country of Incorporation	Percentage	owned
		2013	2012
		%	%
Parent Entity:
AUV Enterprises Limited	Australia
Subsidiaries:
Australis Mining Operations Qld Pty Ltd	Australia		100
Queensland Sapphires Mining Pty Ltd	Australia		51

^ ' A U ¥

AUV Enterprises Limits, Annual Report 2013

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S For the Year Ended 30 June 2013

	Consolidated	Entity
	2013	2012
	$000	$000
14. PROPERTY, PLANT AND EQUIPMENT
LAND AND BUILDINGS
Freehold Land
Directors' valuation 2004	-	227
Cost	-	3
Total Land	-	230
Buildings
Cost	-	16
Accumulated depreciation	-	(12)
Total Buildings	-	4
Total Land and Buildings	-	234
PLANT AND EQUIPMENT
Plant and equipment:
At cost	-	1,298
Directors' valuation 2004	-	3,250
Accumulated depreciation	-	(700)
Total plant and equipment	-	3,847
Leased plant and equipment:
At cost	-	735
Accumulated depreciation	-	(150)
Total leased plant and equipment	-	585
Total Plant and Equipment	-	4,432
Total Property, Plant and Equipment	-	4,666

Total Property, Plant and Equipment

In adopting the valuation that is disclosed above, the Directors have had regard to an independent market appraisal of the plant and equipment prepared in 2004.

AUV Enterprises Limited

^ AUV

Annual Report 2013

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

(a) Movements in carrying amounts

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year:

	Freehold	Buildings	Plant and	Leased	Total
	Land		Equipment	Plant and
				Equipment
	$000	$000	$000	$000	$000
Consolidated Entity
Balance at the beginning of
the period	230	4	3,847	585	4,666
Additions
Disposals
Depreciation expense	(230)	(4)	(3,847)	(585)	4,666
Carrying amount at the end
of the period	-	-	-	-	-

...„...,.

^ AUV

Annual Report 2013

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

	Consolidated Entity	Consolidated Entity
	2013	2012
	$000	$000
15. EXPLORATION AND DEVELOPMENT
DEVELOPMENT COSTS - PRODUCTION PHASE
Directors'valuation 2004	-	12,669
Expenditure incurred during the year	-	766
Amortisation	-	(252)
Total Mine Development	-	13,183
EXPLORATION EXPENDITURE
Cost brought forward	-	83
Expenditure incurred during the year	-	41
Amortisation
Total Exploration Expenditure	-	124
Total Exploration and Development	-	13,307
16. TRADE AND OTHER PAYABLES
Current, unsecured liabilities
Trade payables	-	1,935
Sundry creditors and accrued expenses	25	1,523
Amounts payable to
- key management personnel	-	671
	25	3,458
The amounts payable to key management personnel comprises:
Fees payable to Tzovaras Legal, of which Mr Ted Tzovaras is a principal	.	QQQ
Amounts owed to Mr Anthony Damianos	-	71
		671

. . . . „ . . . . . . , , .

^ A U V

Annual Report 2013

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

			Consolidated Entity	Consolidated Entity
			2013	2012
			$000	$000
17.	BORROWINGS
Current
Loan from ultimate parent entity '^'		22	-	806
Lease liability - secured		20	-	142
				948
Non Current
Loan from director *^'			.	2,902
Lease liability - secured		20	-	327
				2,998
(1)	The loan from the ultimate parent entity has been made
	pursuant to a standby loan facility agreement renewed on 1
	July 2006.
(a)	Total current and non-current secured liabilities
	Lease liability	20	-	469
				469
(b)	The carrying amounts of non-current assets pledged as
	security
	Assets subject to lease		.	535
	First Mortgage:
	Receivables		.	73
	Freehold land and buildings		.	233
	Plant and equipment		.	4,083
	Exploration and development		.	13,307
	Total assets pledged as security		.	18 281

- # - -^ - < ^ -

AUV Enterprises Limited Annual Report 2013

^- AU¥

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

		Consolidated Entity	Consolidated Entity
		2013	2012
		$000	$000
18.	PROVISIONS
Current
Employee Entitlements			40
19.	CONTRIBUTED EQUITY
55,710,733 ordinary shares		16,404	15,479
(a)	Ordinary Shares issued
	Movements in ordinary shares by value
	At the beginning of the financial year	15,479	15,479
	Shares issued	925	-
	At the end of the financial year	16,404	15,479
	Movements in ordinary shares by number	No,	No.
	At the beginning of the financial year	95,686,105	95,686,105
	Shares issued	350,000,000	-
	Shares consolidated (8:1)	(389,975,372)	-
	At the end of the financial year	55,710,733	95,686,105

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held.

At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

,UVEntu„;s.sUn,n,6 ^ ^ A U V Annual Report 2013

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S For the Year Ended 30 June 2013

		Consolidated	Entity
		2013	2012
		$000	$000
20.	LEASING COMMITMENTS
(a)	Operating lease commitments
	Non-cancellable operating leases contracted for but not
	capitalised in the financial statements:
	Payable:
	Not later than1year	.	-
	Later than1year but less than 5 years	.	335
		-	515_
	The property lease is a non-cancellable lease with a 5-year
	term,with rent payable monthly in advance. Rent is reviewed to
	market rates annually. An option exists to renew the lease at
	the end of the 5-year term for an additional term of 5 years.
	Refer Note 23.
(b)	Finance Lease Commitments
	Payable:
	Not later than 1 year	.	134
	Later than 1 year but less than 5 years	.	345
			529
	Less future finance charges	.	60
			469
21.	CONTINGENT LIABILITIES
a)	Bank guarantees issued by a bank secured over assets of Australis
	Mining Operations Qld Pty Limited. The guarantees were issued to
	the Queensland Department of Mines to secure rectification work		.„
	required on leases held by the Consolidated Entity.
	The carrying amount of assets provided as security is $-
	(2012:$227,000)

. . . . . . . . .

^ AUV

Annual Report 2013

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

		Consolidated	Entity
		2013	2012
		$000	$000
22.	RELATED PARTY DISCOVERIES
(I)	Transactions between related parties are on normal
	commercial terms and conditions no more favourable than
	those available to other parties unless otherwise stated.
Transactions with directors or director-related entities
(a)	Fees incurred during the financial year for legal services by	-	131
	Tzovaras Legal, of which Mr. Ted Tzovaras is a principal.	[
(b)	Fees and commissions paid to Axis Financial Group (Australia)
	Limited for advisory fees and stock broking commissions. Mr.
	Keith Taylor is a senior executive with Axis Financial Group
	(Australia) Limited.
(c )	Loan provided by Mr. Ellas Christianos
	Advances	.	55
	Repayments	.	QQ
	Interest capitalised	.	224
(d )	Amount owed to Mr. Anthony Damianos
	Repayments
(ii)	The directors during the financial year were Robert Whitton,
	Anthony Damianos, Peter Dykes and Ted Tzovaras

23. EVENTS SUBSEQUENT TO REPORTING DATE

On 3 July 2013 the company issued 8,350,000 shares [under the 15% rule (7.1 of the ASX Listing Rules)] to raise $167,000 to provide working capital.

24. SEGMENT REPORTING

The Company operates in one geographic location, Australia, and undertakes the mining of sapphires.

............

^ AUV

Annual Report 2013

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

		Consolidated Entity	Consolidated Entity
		2013	2012
		$000	$000
25	CASH FLOW INFORMATION
(a)	Reconciliation of Cash Flow from Operations with Loss after Income
	Tax
	Loss after income tax	(11_143)
	Cash flows excluded from profit attributable to operating activities:
	Depreciation
	Asset writedowns	17,973
	Expenses offset
	Interest capitalized
	Changes in assets and liabilities, net of the effects of purchase and
	disposal of subsidiaries:
	Decrease in receivables	476
	Decrease in inventories
	Decrease in payables	(8,221)
	Cash flow from operations	(915)
26.	PARENT ENTITY DISCLOSURE
	Result of the parent entity loss for the year	(11,143)	-
	Financial position of the parent entity
	Total assets	35	15,107
	Total liabilities	25	2,303
	Share Capital	16,404	15,479
	Accumulated Losses	(16,394)	(2,675)
	Total Equity	10	12,804

27. FINANCIAL INSTRUMENTS

(a) Interest Rate Risk

The Consolidated Entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is detailed in the table below;

AUV Enterprises Limited Annual Report 2013

^ AUV

(b) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the statement of financial position and notes to the financial statements

The Consolidated Entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Consolidated Entity.

(c) Net Fair Values

Net fair values of financial assets and liabilities are equal to their carrying amounts at balance date.

AUV Enterprises Limited Annual Report 2013

^- AU¥

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2013

	Effective	Interest rate	Floating	interest rate		Fixed Interest rate maturing	Fixed Interest rate maturing	Fixed Interest rate maturing	Non-interest	Non-interest		Total
									bearing
					Within 1 Year		1 to 5	years
	2013	2012	2013	2012	2013	2012	2013	2012	2013	2012	2013	2012
	%	%	$000	$000	$000	$000	$000	$000	$000	$000	$000	$000
Financial Assets
Cash		5.0	10	7		-	-	-	-	-	-	7
Receivables				476								476
Total Financial Assets			10	484		-	-	-	-	-	-	484
Financial Liabilities
Loans
Lease Liabilities		7.0				142		327				431
Overdraft
Trade and sundry creditors										3,458		3,458
Amounts payable to		8.9		2,902						806		3,708
related parties
Total Financial Liabilities				2,902		142		327		2,176		7,597

..V......O...

^" A U V

Annual Report 2013

Directors' Declaration

The directors of the Company declare that:

the financial statements and notes, as set out on pages 21 to 46, are in accordance with the Corporations Act 2001 and:
a. comply with Accounting Standards and the Corporations Regulations 2001; and b. give a true and fair view of the financial position as at 30 June 2013 and of the performance for the year ended on that date of the Company and the Consolidated entity;
the Chief Executive Officer and Chief Financial Officer have each declared that:
a. the financial records of the Company for the financial year have been properly maintained in accordance with section 268 of the Corporations Act 2001;
b. the financial statements and notes for the financial year comply with the Accounting Standards; and
c. the financial statements and notes for the financial year give a true and fair view;
in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

..-—-J" n fl .^" Robert Whitton Peter Dykes Chairman Director

Dated the lo"" day of October 2013 at Sydney

Level 1,460 ClwchStfi Noliteraa1taNSW2151

350l(entStet Sydney NSW 2000

POBox2210 Wli Parama t aNSW 1750

K ^ maill'ni-n

»l57'i«398808

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AUV ENTERPRISES LIMITED

Report on the Financial Report

We have audited the accompanying financial report of AUV Enterprises Limited (the company) and AUV Enterprises Limited and Controlled Entities (the consolidated entity), which comprises the statement of financial position as at 30 June 2013, the statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of cash flow for the year ended on that date, a summary of significant accompanying policies, other explanatory notes and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

We have also audited the remuneration disclosures contained in the Directors' report. As permitted by the Corporations Regulations 2001, the company has disclosed information about the remuneration of Directors and executives ("remuneration disclosures"), required by Australian Accounting Standard AASB 124: Related Party Disclosures, under the heading "Remuneration Report" in the Directors' report and not in the financial report.

Director's Responsibility for the Financial Report and the Remuneration Report contained in the Directors' Report

The Directors of AUV Enterprises Limited are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or en-or; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements that the financial statements comply with International Financial Reporting Standards (IFRS). The Directors of the company are also responsible for the remuneration report contained in the Directors' Report in accordance with s300A of the Corporations Act 2001.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement and that the remuneration report in the Directors' Report is in accordance with Australian Auditing Standards.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report, The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on the effectiveness of the entity's 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 financial report and the remuneration disclosures contained in the Directors' report.

same™r Pte 02 8839 3000 Fax 02 8839 3055 ^% Chartered H COVER OF [„.,.,„.,. ]* standarts Legislation under Professional wwiA',ksblack,com,au, i , i ^\ l . ^ f t w )^ Accountaots / ! _ _ _ , , „ * „ „ * _ BtCaLENCE®

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AUV ENTERPRISES LIMITED (Cont'd)

PO Box 2210 NorttiParra(iiatlal«1750

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, provided to the directors of AUV Enterprises Limited would be in the same tenns if it had been given to the directors at the time that this auditor's report was made.

Basis for Disclaimer of Auditor's Opinion

As per ASX announcements, the last audited financials lodged by the consolidated entity were for the year ended 30 June 2005. We were unable to obtain sufficient appropriate audit evidence on the comparative numbers being for the year ended 30 June 2012.

Apart from the above, as at the date of our audit report, the following information was outstanding for the year ended 30 June 2013:

Banl( audit confirmation;
Trade and other payables listing;
Reconciliation of share capital;
Cash flow forecast for 12 months from date of this audit report; and
Financial records (profit and loss and balance sheet) subsequent to year end.

Accordingly, as at the date of this report, we express no opinion on the carrying value of cash and cash equivalents of $35,000, completeness of trade and other payables of $25,000, loss for the year of $11,143,000, accumulated loss of $16,394,000 and appropriateness of going concem assumption used in the financial report.

Disclaimer of Auditor's Opinion

In our opinion, because of the existence of the limitations on the scope of our work, as described in the preceding paragraph, and the effect of such adjustments, if any, as might have been determined to be necessary had the limitation not existed, we are unable to and do not express an opinion as to whether;

(a) the financial report of AUV Enterprises Limited and AUV Enterprises Limited and controlled entities is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2013 and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
(b) the financial report of the company and consolidated entity also comply with International Financial Reporting Standards as disclosed in note 1.

Auditor's opinion on the Remuneration Report contained In the Directors' Report In our opinion, we are unable to and do not express an opinion as to whether the remuneration report of AUV Enterprises Limited for the year ended 30 June 2013 that are contained on pages 6 to 8 of the Directors' Report comply with s300A of the Corporations Act 2001.

KS Blacl( & Co Chartered Accountants

^ z a l Ajmat Partner Sydney, /(? October 2013

Liability limited by a scheme approved under Professional H Standards Legislation

Phone 02 8839 3000 Fax 02 8839 3055

M l Charteped Accountants

www.ksblack.com.au

^ AUV # - ^ ^ W

AUV Enterprises Limited Annual Report 2013

Shareholder Information

Distribution of liolders

The number of holders and amount of holdings by a range of holding sizes of the ordinary shares and options as at 29 September 2006 are detailed below.

Holding Size	Ordinary	Shares
	No. of holders	Shares Held
1-1,000	26	15,964
1,001 -5,000	399	710,575
5,001-10,000	38	253,030
10,001-100,000	56	1,700,149
100,001 -and over	44	61,381,015
	563	64,060,733

Number of holdings less than a marketable parcel of 491.

Substantial Shareholders

The names of substantial shareholders listed in the Company's register as at 30 September 2013 are:

	Number of
	Shares Held
AUST-SPORT FINANCIAL SERVICES PTY LTD	11,142,152
MR PETER DYKES	11,142,152
CHAPMANS LTD	6,250,000
LBT CORP PTY LTD	6,250,000
NIKITICORP LIMITED	4,487,500

Voting Rights

The voting rights attached to each class of equity security are as follows:

(a) Each ordinary share holder is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

AUV Enterprises Limited Annual Report 2013

^ AUV

Shareholder Information

Top 20 Ordinary Shareholders as at 30 September 2013

Holder Name	Shares	%
AUST-SPORT FINANCIAL SERVICES PTY LTD	11,142,152	17.393
MR PETER DYKES	11,142,152	17.393
CHAPMANS LTD	6,250,000	9.756
LBT CORP PTY LTD	6,250,000	9.756
NIKITICORP LIMITED	4,487,500	7.005
CUCHULAINN ADVISORY SERVICES	3,173,077	4.953
MS KATHY GONG	2,437,500	3.805
MR EUGENE LOY	2,437,500	3.805
SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED	1,153,846	1.801
LAND HOLDINGS PTY LTD	1,061,538	1.657
FAREED ALMOAAYED	1,000,000	1.561
MR ADAM MONAGHAN	769,230	1.201
TAN SRI KIM YEW LEE	750,000	1.171
SARUNIC & SONS PTY LTD	625,000	0.976
CBN CAPITAL P/L	600,000	0.937
ANANGU PTY LTD	565,625	0.883
PALIBRAE PTY LTD	500,000	0.781
TECHINVEST HOLDINGS PTY LTD	500,000	0.781
MR LUIS CARLOS BARRAZA	487,500	0.761
BILLIVA PTY LTD	375,000	0.585
MR DREW DAVIDSON	375,000	0.585
G & K FAMILY INVESTMENTS PTY LTD	375,000	0.585
MR MICHAEL STONE	375,000	0.585
JING HUl SUN	375,000	0.585
MS TERESA HOI YAM	375,000	0.585
Sub Total	57,582,620	89.888
Balance of register	6,478,113	10.112
Total	64,060,733	100.000

AUV Enterprises Limited /Annua/ Report 20f 3

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Shareholder Information

On-Market Buy Back

There is currently no on-market buy back.

• ^ ^ AUV r m ^ W

AUV Enterprises Limited Annual Report 2013

Corporate Directory

REGISTERED AND HEAD OFFICE

Level 29, 66 Goulburn Street Sydney NSW 2060 ABN 68108 649 421 Telephone: +612 8263 4000 Facsimile: +612 8263 4111

SHARE REGISTRY

Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 Telephone: 1300 737 760 Facsimile: 1300 653 459 Email: [email protected] Web site: www.boardroomlimited.com.au

DIRECTORS Robert Whitton Anthony Damianos Peter Dykes

COMPANY SECRETARY

Peter Dykes

AUDITORS

Colin Bloomfield & Associates Level 6, 50 Clarence Street Sydney NSW 2000 Telephone: +612 9299 9551 Facsimile: +612 9299 9501 Email: [email protected]

STOCK EXCHANGE LISTING

The shares and options of AUV Enterprises Limited are listed on the Australian Stock Exchange. ASX Codes: Ordinary Shares AUV Options AUVO Web site: www.asx.com.au

AI assistant

CODEIFAI LIMITED — Annual Report 2013

64630_rns_2013-10-09_fa5663d4-ebdd-4fc9-91fc-755422d74fb6.pdf

^^ AU¥

AUV Enterprises Limited

^ ....«e....«e. A U V Ar)nuai Report 2013

Contents

^ AUV

Directors' Report

1. Directors & Secretary

2. Principal Activities

3. Operating Results

4. Significant Changes in State of Affairs

AUV Enterprises Limited

^%Jw

Annual Report 2013

5. Review of Operations

6. Financial Position

..V.....O... ^ AUV

7. Future Developments, Prospects and Business Strategies

8. Dividends Paid

9. Events Subsequent to Balance Date

10. Directors' & Secretary Experience and Special Responsibilities

Robert Whitton Chairman and Non-Executive Director

Peter Dykes

Non-Executive Director and Company Secretary

^ AUV

Anthony M. Damianos Non-Executive Director

11 . IVIeetings of Directors

12. Directors'equity participation

13. Remuneration Report

Remuneration Policy

Performance Based Remuneration

AUV Enterprises Limited Annual Report 2013

^ AUV

Company Performance, Si)areholder Wealtti and Directors' and Executives' Remuneration

Details of Remuneration for the Year Ended 30 June 2013

Employment Contracts of Directors and Senior Executives

14. Indemnification of Directors, Officers and Auditor

AUV Enterprises Limited Annual Report 2013

^ AUV

15. Insurance Premiums

16. Non-audit Services

17. Auditor's Independence Declaration

18. Proceedings on Behalf of Company

19. Rounding of Amounts

AUDITOR'S INDEPENDENCE DECURATION

UNDER S307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS AUV ENTERPRISES LIMITED

^ AUV

CORPORATE GOVERNANCE STATEMENT

Background

Principle 1: Lay solid foundations for management and oversight

AUV Enterprises Limited Annual Report 2013

Principle 2: Structure the Board to add value

^ AUV

Board composition

Term of office

Personal interests & conflicts

Independent professional advice

Board Standing Committees

Summary

Principle 3 and 10: Promote ethical and responsible decision-making and recognise the legitimate interests of stakeholders

Code of Conduct & Ethics

Share trading policy

^ ^

AUV Enterprises Limited Annual Report 2013

^ AUV

Executive Certification

Audit & Risk IVIanagement Committee - audit responsibilities

Principle 5: Make timely and balanced disclosure

^ AUV

Principle 6: Respect the riglits of sliarefiolders

Communication to sliareliolders

Annual General Meeting

Principle 7: Recognise and manage risk

Risk management responsibilities

^ AUV

Principle 8: Encourage enhanced performance

Performance evaluation

Monthly financial results

CODEIFAI LIMITED Annual Report 2013