FIRST AU LIMITED — Annual Report 2015

Mar 30, 2016

Public Holdings (Australia) Limited A.B.N. 65 000 332 918

Annual Report For the Year Ended 31 December 2015

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Company Particulars

Directors:

Bryan Frost - Chairman and Managing Director Oreste Biziak - Deputy Chairman Peter Chapman Clayton Dodd

Company Secretary:

David McBain Level 1, 123 Whitehorse Road, Balwyn, Victoria, 3103 Email: dmcbain@mcbainmccartin.com.au

Auditors:

McLean Delmo Bentleys Audit Pty Ltd Level 3, 302 Burwood Road, Hawthorn, Victoria, 3122

External Accountants:

McBain McCartin & Co Business Services Pty Ltd Level 1, 123 Whitehorse Road, Balwyn, Victoria, 3103 Telephone: (03) 9817 0700 Fax: (03) 9817 0799

Share Registry:

Link Market Services Limited Level 1, 333 Collins Street, Melbourne, Victoria, 3000 Telephone: (03) 9615 9800 Fax: (03) 8614 2903 Free call: 1300 554 474

Stock Exchange:

Listed on the Australian Securities Exchange

Registered Office:

At the offices of McBain McCartin & Co Business Services Pty Ltd Level 1, 123 Whitehorse Road, Balwyn, Victoria, 3103 Telephone: (03) 9817 0700 Fax: (03) 9817 0799 Email: dmcbain@mcbainmccartin.com.au

Principal Place of Business:

At the offices of McBain McCartin & Co Business Services Pty Ltd Level 1, 123 Whitehorse Road, Balwyn, Victoria, 3103

1

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Directors’ Report

The Directors hereby present their report of Public Holdings (Australia) Limited together with the financial statements of the Company for the year ended 31 December 2015.

Directors

The names of the Directors in office at any time during or since the end of the year are: Bryan J Frost - Chairman and Managing Director Oreste A Biziak - Deputy Chairman Peter F Chapman Clayton J Dodd

Principal Activities

The principal activity of the Company is the investment of funds. There were no other significant changes in the nature of the activities of the Company.

Operating Results

The net loss for the year ended 31 December 2015 was $260,012 (2014: Net Profit of $23,462).

Dividends

No dividend has been recommended in respect of the year ended 31 December 2015 (2014: Nil).

Review of Operations

In order to raise working capital, the Company undertook a non-renounceable pro-rata Rights Issue of 1 new share for every 1 share held at an issue price of 2 cents ($0.02) each. This Rights Issue raised $299,580 before costs. The Prospectus for the Rights Issue lodged with ASX on 15 January 2015 set out how the funds were to be used. This included capital to fund the anticipated costs associated with identifying and assessing new business opportunities and funding costs associated with the acquisition of a new business opportunity.

The Company announced to the ASX on 29 July 2015 the proposed acquisition of Your Dash Pty Ltd as a new business opportunity. Funding of $100,000 was applied towards the development of that business. On 10 September 2015, the Company announced to the ASX that it had elected to withdraw from the Agreement with Your Dash Pty Ltd. As a result of the Company's withdrawal from and termination of the Agreement, a receivable represented by the loan ($100,000) and interest at 7.5% per annum ($2,301 at 31 December 2015) was repayable to the Company. The receivable has been provided for in full at the reporting date. The receivable was not repaid by the due date.

The Board is continuing to investigate new business opportunities for the Company

Financial Position

The net assets of the Company have increased from $151,522 at 31 December 2014 to $167,834 at 31 December 2015.

Significant Changes in State of Affairs

There has not been any matter or circumstances that has arisen that significantly changed the Company's state of affairs, with the exception of the matters raised in this Directors Report.

Events after the Reporting Period

There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect, the operations of the Company in financial years subsequent to this financial year except for the following. Prior to reporting date, the capacity of Your Dash Pty Ltd to meet its repayment obligations was uncertain. As a result of this uncertainty a provision for impairment at 31 December 2015 has been included. Subsequent to the reporting date the loan has become due and remains outstanding which supports the impairment at 31 December 2015. The Company will continue to pursue the repayment of this loan.

Future Developments, Prospects and Business Strategies

Likely developments, future prospects and business strategies of the operations of the Company and expected results of those operations are currently being reviewed by the Directors. The Board is actively investigating new business opportunities for the Company.

Environmental Issues

The Company's operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory.

2

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Directors’ Report

Information Relating to Directors and Company Secretary

Bryan J Frost

Qualifications: Stockbroker Experience: Over 50 years involvement in the securities industry including stockbroking, structuring investment and raising finance. Bryan has been involved in the securities industry for over 50 years including stockbroking, structuring investment and raising finance for a myriad of companies in Australia, UK and Canada specialising in resource based industries.

Interest in shares and options: 6,800,000 ordinary shares in PHA at 31 December 2015. Special responsibilities: Chairman and Managing Director Directorships held in other Not applicable listed entities during the three years prior to the current year: Length of service: Appointed to the Board 19 September 2014 Other information: He is currently Chairman of a Private Investment Bank, Peregrine Corporate Limited.

Oreste A Biziak

Qualifications: Bachelor of Applied Science (Canberra University) Experience: Oreste has been employed in various positions in a number of Australian Government Departments including Department of Immigration and Multicultural and Indigenous Affairs. He is currently a Director, Secretary and Public Officer of an unlisted company, Florens Container Services (Australia) Pty Ltd. After leaving Government employment during 2001, he established a consultancy company in Canberra with interests in Hong Kong and China.

Interest in shares and options: 510,116 ordinary shares in PHA at 31 December 2015. Special responsibilities: Directorships held in other Not applicable listed entities during the three years prior to the current year: Length of service: Appointed to the Board 20 July 2005

Deputy Chairman, Chairman of the Audit Committee and Non-Executive Director Not applicable

Peter F Chapman Qualifications: Securities Institute of Australia - Master Stockbroker Fellow - Australian Institute of Company Directors (FAICD) Experience: Over 40 years involvement in the securities industry including stockbroking, structuring investment and raising finance. Experience in Directorship roles in various companies including the Australian Stock Exchange (Melbourne) Ltd Following retirement during 2008, his current business interests are in resources in South Africa, oil and gas in the Middle East and a small private bank in Geneva. Interest in shares and options: 1,001,208 ordinary shares in PHA at 31 December 2015. Special responsibilities: Executive Director Directorships held in other Not applicable listed entities during the three years prior to the current year: Length of service: Appointed to the Board 19 September 2014

3

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Directors’ Report

Information Relating to Directors and Company Secretary

Clayton J Dodd

Qualifications: Experience:

Interest in shares and options: Special responsibilities: Directorships held in other listed entities during the three years prior to the current year: Length of service:

David W McBain

Qualifications:

Experience:

Member of Chartered Accountants Australia and New Zealand

Over 30 years' experience in finance and resources and has held directorships with public listed companies on the Johannesburg Stock Exchange (JSE), Alternative Investment Market - London Stock Exchange (AIM) and Australian Stock Exchange (ASX). Clayton is currently a Director of Weld Range Metals Limited, an unlisted public company.

4,000,000 ordinary shares in PHA at 31 December 2015. Non-Executive Director

Not applicable

Appointed to the Board 19 September 2014

Company Secretary

Fellow - Chartered Accountants Australia and New Zealand (FCA), member of Chartered Secretaries Australia (ACIS) now known as Governance Institute of Australia, and Fellow - Australian Institute of Company Directors (FAICD), Business Studies (RMIT)

David has held the position of Company Secretary of Public Holdings (Australia) Limited since September 2006. He has over 40 years of professional experience in the areas of company secretarial, business assurance and statutory audits, taxation and business advisory services.

Directors’ Meetings

The following table sets out the number of meetings of the Company’s Directors held during the year ended 31 December 2015 and the number of meetings attended by each Director.

Bryan Frost - Chairman and Managing Director Oreste A Biziak Peter F Chapman Clayton J Dodd	Directors' meetings Audit Committee meetings	Directors' meetings Audit Committee meetings	Directors' meetings Audit Committee meetings	Directors' meetings Audit Committee meetings
	Number eligible to attend	Number attended	Number eligible to attend	Number attended
	7 7 7 7	7 7 6 7	2 2 2 2	2 2 2 2

Indemnifying Officers or Auditor

The Company has not provided any indemnification or insurance of the present or former officers and auditor of the Company, or related body corporate.

Options

There were no options granted over unissued shares or interest during or since the financial year by the Company to Directors.

Proceedings on behalf of the Company

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.

The Company was not a party to any such proceedings during the year.

Non-audit Services

There are no non-audit services provided to the Company by the audit firm.

Auditor’s Independence Declaration

The Auditor’s independence declaration for the year ended 31 December 2015 has been received and can be found on page 6.

4

5

6

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2015

Note 2 15 Provision for impairment of loan 5 & 15 2 3 7 Other comprehensive loss for the year Total comprehensive loss for the year attributable to members of the Company The basic and diluted earnings per share represent the earnings per share from continuing operations. Net Profit (Loss) before income tax Income tax expense Administration expenses Revenue Net Profit (Loss) for the year Other Comprehensive Income Item that have been reclassified subsequently to profit or loss Realisation of financial assets revaluation reserve Net Gain (Net Loss) on revaluation of available-for-sale financial The earnings per ordinary share: Basic earnings (loss) per share Diluted earnings (loss) per share	31 Dec 2015 $ 6,282 (163,993) (102,301) (260,012) - (260,012) - - - (260,012) 2015 Cents (0.99) (0.99)	31 Dec 2014 $ 327,400 (303,938) -
		23,462 -
		23,462
		(290,796) (17,113)
		(307,909)
		(284,447)
		2014 Cents 0.16 0.16

The accompanying notes form part of these financial statements.

7

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Statement of Financial Position As at 31 December 2015

Note ASSETS CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 & 15 TOTAL CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 6 TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 7 & 15 Accumulated losses 15 TOTAL EQUITY	31 Dec 2015 $ 176,997 1,336 178,333 178,333 10,499 10,499 167,834 1,153,136 (985,302) 167,834	31 Dec 2014 $ 158,080 5,858
		163,938
		163,938
		12,416
		12,416
		151,522
		876,812 (725,290)
		151,522

The accompanying notes form part of these financial statements.

8

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Statement of Changes in Equity For the Year Ended 31 December 2015

Total comprehensive loss for the year Total comprehensive loss for the year Balance at 1 January 2014 Net profit attributable to the members of the Company Financial assets revaluation reserve realised Revaluation of available-for-sale financial assets Capital raising expenses of non-renounceable rights issue Issue of shares as consideration for services rendered - also refer Note 7 & Note 15 Return of share capital to shareholders Balance at 31 December 2014 Issue of shares on 17 February 2015 pursuant to non- renounceable rights issue of 1 new share for every share held Net loss attributable to the members of the Company - also refer Note 15 Balance at 31 December 2015	Share Capital Financial Assets Revaluation Reserve Accumulated Losses Total $ $ $ $ 1,872,375 307,909 (748,752) 1,431,532 - - 23,462 23,462 - (290,796) - (290,796) - (17,113) - (17,113) (995,563) - - (995,563)
	- (307,909) 23,462 (284,447)
	876,812 - (725,290) 151,522 - - (260,012) (260,012) 299,580 - - 299,580 (35,006) - - (35,006) 11,750 - - 11,750
	- - (260,012) (260,012)
	1,153,136 - (985,302) 167,834

The accompanying notes form part of these financial statements.

9

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Statement of Cash Flows For the Year Ended 31 December 2015

Note 10 4 Advance/payments made from related parties Return of capital to shareholders Net cash provided by/(used in) financing activities CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Dividends received Interest received GST received from ATO Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial instruments Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Net increase/(decrease) in cash and cash equivalents held Non-renounceable pro-rata Rights Issue of 1 new share for every 1 share held at an issue price of 2 cents ($0.02) each Capital raising expenses of non-renounceable rights issue Loan to Your Dash Pty Ltd	31 Dec 2015 $ (172,494) - 3,981 22,856 (145,657) - - 299,580 (35,006) (100,000) - - 164,574 18,917 158,080 176,997	31 Dec 2014 $ (355,573) 27,449 9,155 19,466
		(299,503)
		818,331
		818,331
		- - - 38,411 (995,563)
		(957,152)
		(438,324) 596,404
		158,080

The accompanying notes form part of these financial statements.

10

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

1. Summary of significant accounting policies

Corporate Information

Public Holdings (Australia) Limited is a listed public company, incorporated and domiciled in Australia.

Basis of Preparation

These general purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.

Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

The financial report was authorised for issue on 31 March 2016 by the Board of Directors.

a) Income Tax

The income tax expense for the year comprises current income tax expense. Current income tax expense charged to profit or loss is the tax payable on taxable income calculated using applicable statutory tax rate. Current tax liabilities are measured at the amounts expected to be paid to the relevant taxation authority.

Current and deferred income tax expense is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses have not been recognised as it uncertain when future taxable profits will be available against which the benefits of the deferred tax asset can be utilised. Unused tax losses also need to pass certain tests established by the Australian Taxation Office to be available in future periods to offset future taxable profits.

b) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable.

Interest revenue is recognised using the effective interest method.

All revenue is stated net of the amount of goods and services tax (GST).

c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments.

d) Trade and Other Payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 12 months of recognition of the liability.

e) Financial Instruments

Initial recognition and measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset.

Financial instruments are initially measured at fair value plus transaction costs.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Financial liabilities

Financial liabilities are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

11

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

1. Summary of significant accounting policies (Continued)

f) 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 Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

g) Going Concern

Notwithstanding the operating loss for the last two financial years which indicates the existence of a material uncertainty, the financial statement have been prepared on a going concern basis having regard to the following: The Company issued an additional 14,979,000 ordinary shares on 17 February 2015 based on a non-renounceable pro-rata Rights Issue of 1 new share for every 1 share held at an issue price of 2 cents ($0.02) each. This Rights Issue raised $264,574 after costs. The Prospectus for the Rights Issue lodged with ASX on 15 January 2015 set out how the funds were to be used. This included capital to fund the anticipated costs associated with identifying and assessing new business opportunities and funding costs associated with the acquisition of a new business opportunity.

The Board continues to assess opportunities for the acquisition of new businesses and recognises that the implementation of any such transaction will involve costs. If the company were to pursue a transaction for the acquisition of a new business it is likely that the company would seek to raise additional capital to cover the costs associated with its implementation. The company has the capacity under Listing Rule 7.1 (15% placement rule) to issue up to 15% of its issued capital without shareholder approval. Subject to shareholder approval at the company’s annual general meeting, the company would also have the capacity under ASX Listing Rule 7.1A to issue up to a further 10% of its issued capital (i.e. a total placement capacity of 25% of its issued capital) without shareholder approval. The Board considers that ASX Listing Rule 7.1 (and, if approved, ASX Listing Rule 7.1A) give it the capacity to raise capital sufficient to fund the costs associated with implementation of any transaction for the acquisition of a new business.

h) Critical Accounting Estimates and Judgements

Key Estimates:

The Company assesses impairment at the end of each reporting period by evaluation of conditions and events specific to the Company that my be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed based on judgement and assumptions by the Directors.

Key Judgements:

Prior to reporting date, the capacity of Your Dash Pty Ltd to meet its repayment obligations was uncertain. As a result of this uncertainty a provision for impairment at 31 December 2015 has been included. Subsequent to the reporting date the loan has become due and remains outstanding which supports the impairment at 31 December 2015.

i) Adoption of New and Revised Accounting Standards

During the current year the Company adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory.

There was no material impact on the financial statements as a result of the adoption of the revised Australian Accounting Standards and Interpretations applicable to its operations.

j) New Accounting Standards for Application in Future Periods

At the date of authorisation of the financial report, there were a number of Standards on issue but not yet effective. Many are not relevant to the Company

12

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

2.Revenue and Expenses Net profit on disposal of financial instruments Interest received from bank accounts Dividends received - other corporations Interest receivable from Your Dash Pty Ltd Total Revenue Employee benefits expenses Amounts received or due and receivable by the auditors: Auditing the financial statements Employee benefits expense: Defined contribution superannuation expense 3.Income Tax Expense Tax effect of: Non-allowable items Rebatable dividends Income tax attributable to entity Director's fees: 250,000 shares with an aggregate value of $6,250 were issued to a Director during the year in lieu of a cash payment. The following revenue and expense items are relevant in explaining the financial performance for the year: Recoupment of prior year losses not previously brought to account Prima facie income tax on loss at 30%: The prima facie tax on net profit (loss) for year is reconciled to income tax as follows:	31 Dec 2015 $ - 3,981 - 2,301	31 Dec 2014 $ 290,796 9,155 27,449 -
	6,282	327,400
	- (9,050) - (6,250) (78,004) 78,004 - -	(15,166) (13,550) (27,545) - 7,038 16,805 (8,234) (15,609)
	-	-

A deferred tax asset has not been recognised in respect of the carry forward of unused tax losses as at this stage it is not probable that future taxable profits will be made.

The benefit for tax losses will only be obtained if the Company 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, continues to comply with the conditions for deductibility imposed by tax legislation and there are no changes in tax legislation that adversely affect the Company in realising the benefit from tax losses.

4.Cash and Cash Equivalents Cash at bank 5. Trade and sundry debtors Trade and Other Receivables - Current Loan due from Your Dash Pty Ltd Provision for impairment of loan
	176,997	158,080
	1,336 102,301 (102,301)	5,858 - -
	1,336	5,858

The Company announced to the ASX on 29 July 2015 the proposed acquisition of Your Dash Pty Ltd as a new business opportunity. Funding of $100,000 was applied towards the development of that business. On 10 September 2015, the Company announced to the ASX that it had elected to withdraw from the Agreement with Your Dash Pty Ltd. As a result of the Company's withdrawal from and termination of the Agreement, a receivable represented by the loan ($100,000) and interest at 7.5% per annum ($2,301 at 31 December 2015) was repayable to the Company. The receivable has been provided for in full at the reporting date. The receivable was not repaid by the due date.

13

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

31 Dec 2015 5. $ Credit risk 6.Trade and Other Payables - Current Trade and other creditors and accruals 10,499 Unsecured liabilities 7.Issued Capital 30,458,000 (2014: 14,979,000) fully paid ordinary shares 1,153,136 At beginning of reporting period 876,812 Return of capital to shareholders 299,580 (35,006) 11,750 At end of reporting period 1,153,136 No of shares Number of shares at beginning of year 14,979,000 Shares issued during the year: - 17 February 2015: non-renounceable rights issue 14,979,000 - Shares issued as consideration for services rendered 500,000 Number of shares at end of year 30,458,000 2015 Cents (0.99) (0.99) No of shares 26,205,150 30,458,000 (260,012) (260,012) These basis and diluted earnings per share represent the earnings per share from continuing operations. There were no discontinued operations during the year. The earnings per ordinary share and the nature of any dilution aspects. Diluted earnings (loss) per share Basic earnings (loss) per share Issue of shares on 17 February 2015 pursuant to non-renounceable rights issue of 1 new share for every share held Issue of shares as consideration for services rendered Capital raising expenses of non-renounceable rights issue There is a concentration of receivables with 98.7% of the receivables balance being with Your Dash Pty Ltd. This amount has been provided in full at 31 December 2015. Trade and Other Receivables - Current Net profit (loss) for the year used in the calculation of basic earnings per share Weighted average number of ordinary shares outstanding during the period used in the calculation of basic EPS and diluted EPS Net profit (loss) for the year used in the calculation of diluted earnings per share Total number of issued shares at end of financial year	31 Dec 2015 5. $ Credit risk 6.Trade and Other Payables - Current Trade and other creditors and accruals 10,499 Unsecured liabilities 7.Issued Capital 30,458,000 (2014: 14,979,000) fully paid ordinary shares 1,153,136 At beginning of reporting period 876,812 Return of capital to shareholders 299,580 (35,006) 11,750 At end of reporting period 1,153,136 No of shares Number of shares at beginning of year 14,979,000 Shares issued during the year: - 17 February 2015: non-renounceable rights issue 14,979,000 - Shares issued as consideration for services rendered 500,000 Number of shares at end of year 30,458,000 2015 Cents (0.99) (0.99) No of shares 26,205,150 30,458,000 (260,012) (260,012) These basis and diluted earnings per share represent the earnings per share from continuing operations. There were no discontinued operations during the year. The earnings per ordinary share and the nature of any dilution aspects. Diluted earnings (loss) per share Basic earnings (loss) per share Issue of shares on 17 February 2015 pursuant to non-renounceable rights issue of 1 new share for every share held Issue of shares as consideration for services rendered Capital raising expenses of non-renounceable rights issue There is a concentration of receivables with 98.7% of the receivables balance being with Your Dash Pty Ltd. This amount has been provided in full at 31 December 2015. Trade and Other Receivables - Current Net profit (loss) for the year used in the calculation of basic earnings per share Weighted average number of ordinary shares outstanding during the period used in the calculation of basic EPS and diluted EPS Net profit (loss) for the year used in the calculation of diluted earnings per share Total number of issued shares at end of financial year	31 Dec 2014 $ 12,416
	1,153,136	876,812
	876,812 299,580 (35,006) 11,750	1,872,375 (995,563) - - -
	1,153,136	876,812
	No of shares 14,979,000 14,979,000 500,000	No of shares 14,979,000 - -
	30,458,000	14,979,000
		2014 Cents 0.16 0.16 No of shares 14,979,000 14,979,000 23,462 23,462

Capital Management

The Directors control the capital to ensure that the Company can fund its operations and continue as a going concern. There are no externally imposed capital requirements.

The Directors effectively manage the Company's capital by assessing financial risks and adjusting its capital structure in response to changes in these risks and to changes in the market. The strategy adopted by the Board to manage risk and control the capital of the Company since the prior year has been to raise additional capital via a rights issue and carefully monitor expenditure.

14

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

31 Dec 2015 8. $ Beginning of the year - Loan repayment by Atlas Securities Pty Ltd - End of the year - 9. - - 6,250 6,250 10. (260,012) - - Shares issued in lieu of services rendered 11,750 Interest receivable from Your Dash Pty Ltd (2,301) Provision for diminution in value of loan 102,301 4,522 (1,917) (145,657) Related Party Transactions Post-employment benefits: represents superannuation contributions Short-term employee benefits: represents salary and paid leave Atlas Securities Pty Ltd was the previous parent entity of the Company. This inter company loan was repaid prior to Atlas Securities Pty Ltd disposing of all shares held in the Company in accordance with a resolution passed at a General Meeting held on 8 September 2014. Key Management Personnel (KMP) Remuneration Director's fees 250,000 shares with an aggregate value of $6,250 were issued to a Director during the year in lieu of a cash payment. Cash Flow Information Depreciation & amortisation Net profit on disposal of financial instruments Changes in assets and liabilities: Decrease/(increase) in trade and other receivables Reconciliation of cash flows from operations with net profit (loss) for the year Net profit (loss) for the year Non-cash flows from ordinary activities: Increase/(decrease) in trade and other payables Net cash used in operating activities	31 Dec 2015 $ - -	31 Dec 2014 $ 38,411 (38,411)
	-	-
		13,871 27,545 -
	6,250	41,416
		23,462 100 (290,795) - - (5,858) (26,412)
	(145,657)	(299,503)

11. Contingent Liabilities

The Company has no material contingent liabilities.

12. Operating Segments

The Company operates in one reporting segment in Australia which is investments. This involves the holding of cash reserves to fund the anticipated costs associated with identifying and assessing new business opportunities and funding costs associated with the acquisition of a new business opportunity.

13. Financial Risk Management

In the previous year, there were available for sale assets and these were sold in the comparative year.

Financial instruments consist mainly of deposits with banks, trade and other receivables and trade and other payables..

Financial Risk Management Policies

The use of financial instruments is governed by policies approved by the Board of Directors. The Directors are responsible for managing treasury requirements.

Financial Risk Exposures

The main risks the Company is exposed to through its financial instruments are interest rate risks and liquidity risk.

15

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Notes to the Financial Statements

For the Year Ended 31 December 2015

13. Financial Risk Management (continued)

a. Interest rate risk

Interest rate risk is managed with a mixture of cash at bank, short term deposits and financial assets. The interest receivable on bank deposits can vary depending upon interest rates from time to time. The Company has not used interest rate swaps to hedge its exposure to interest rate risk.

The effective interest rates of cash and cash equivalents of the Company at the reporting date are set out below.

	31 Dec	31 Dec
	2015	2014
Average interest rate	2.38%	2.42%

b. Liquidity risk

The Board manages liquidity risk by monitoring cash flows and maintaining sufficient cash to meet operational requirements and the costs associated with identifying and assessing new business opportunities.

c. Financial liability maturity analysis

• All liabilities of the current year and comparative year are due to be paid with in six months. No liabilities extend beyond this period.

d. Credit risk

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

No collateral has been given in the form of a guarantee by the Company.

The Board monitors credit risk by actively assessing the rating quality and liquidity of counterparties. The Company's cash at bank and bank deposits are placed with reputable banks with good credit ratings.

The Company has a material credit risk exposure to a single receivable under financial instruments entered into by the Company in relation to Your Dash Pty Ltd. Refer Note 5.

e. Sensitivity Analysis

• The Directors do not believe that any reasonably possible movement in the interest rate would cause a material impact on the reported result for the year.

14. Events after the reporting date

There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect, the operations of the Company in financial years subsequent to this financial year except for the following. Prior to reporting date, the capacity of Your Dash Pty Ltd to meet its repayment obligations was uncertain. As a result of this uncertainty a provision for impairment at 31 December 2015 has been included. Subsequent to the reporting date the loan has become due and remains outstanding which supports the impairment at 31 December 2015. The Company will continue to pursue the repayment of this loan.

15. Adjustments between Appendix 4E and Annual Report at 31 December 2015

Subsequent to Appendix 4E (Preliminary Final Report) being lodged on 22 February 2016, adjustments have been made to the reported figures in the Annual Report at 31 December 2015 as follows:

• a. 250,000 shares were issued to a Director as an incentive for his ongoing support to the Company and 250,000 shares were issued to the Company Secretary for services rendered. Appendix 4E disclosed these shares at deemed value by the Directors at 2 cents per share or $5,000 each or $10,000 in total.

• The value attributed to these shares has been adjusted to record the market value at the grant date of the shares. The adjustment resulted in an increase in the value of the shares from a deemed value of $10,000 to a market value at grant date of $11,750.

• b. Prior to reporting date, the capacity of Your Dash Pty Ltd to meet its repayment obligations was uncertain. As a result of this uncertainty a provision for impairment at 31 December 2015 has been included. Subsequent to the reporting date the loan has become due and remains outstanding which supports the impairment at 31 December 2015.

16

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Notes to the Financial Statements

For the Year Ended 31 December 2015

15. Adjustments between Appendix 4E and Annual Report at 31 December 2015 (continued)

• c. The following table records the adjustments made after Appendix 4E was issued:

Note 15 a. Provision for impairment of loan 15 b. 15 b. 15 a. 15 a./b. ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables 15 b. TOTAL CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 15 a. Accumulated losses 15 a./b. TOTAL EQUITY Revenue Administration expenses Balance at 31 December 2015- Accumulated Losses Net loss attributable to members of the Company Balance at 31 December 2014 - Accumulated Losses STATEMENT OF PROFIT OR LOSS OR OTHER COMPREHENSIVE INCOME Balance at 31 December 2014 - Share Capital STATEMENT OF CHANGES IN EQUITY Issue of shares on 17 February 2015 pursuant to non- renounceable rights issue of 1 new share for every share held STATEMENT OF FINANCIAL POSITION Balance at 31 December 2015 - Total Capital raising expenses of non-renounceable rights Issue of shares as consideration for services rendered Balance at 31 December 2015 - Share Capital Balance at 31 December 2014 - Total Total comprehensive loss for the year attributable to Net Profit (Loss) for the year Net Profit (Loss) before income tax Income tax expense	Appendix 4E 31 Dec 2015 $ 6,282 (162,243) - (155,961) - (155,961) (155,961) 876,812 (725,290) 151,522 (155,961) 299,580 (35,006) 10,000 1,151,386 (881,251) 270,135 176,997 103,637 280,634 280,634 10,499 10,499 270,135 1,151,386 (881,251) 270,135	Adjustments Subsequent to Appendix 4E $ - (1,750) (102,301)	Annual Report
			31 Dec 2015 $ 6,282 (163,993) (102,301)
		(104,051) -	(260,012) -
		(104,051)	(260,012)
		(104,051)	(260,012)
		-	876,812
		-	(725,290)
		-	151,522
		(104,051) - - 1,750	(260,012) 299,580 (35,006) 11,750
		1,750	1,153,136
		(104,051)	(985,302)
		(102,301)	167,834
		- (102,301)	176,997 1,336
		(102,301)	178,333
		(102,301)	178,333
		-	10,499
		-	10,499
		(102,301)	167,834
		1,750 (104,051)	1,153,136 (985,302)
		(102,301)	167,834

17

18

19

20

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Shareholder Information

The shareholder information set out below was applicable as at 29 March 2016.

(a) Distribution of Equity Securities

ribution of Equity Securities
(i) The number of ordinary shareholders in different categories are as follows:
100,001 and Over	26
10,001 to 100,000	11
5,001 to 10,000	12
1,001 to 5,000	166
1 to 1,000	1,180
Total	1,395
(ii) Holders of less than a marketable parcel	1,357

(b) Substantial Shareholders

Names of substantial shareholders: Shareholder Shares held BRYAN FROST 7,025,000 CHIFLEY PORTFOLIOS PTY LTD 5,000,000 CLAYTON DODD 4,000,000 PENLEIGH BANNER PTY LTD 3,997,580 This list of substantial shareholders includes shares that are held directly, indirectly or beneficially.

(c) Voting rights

On a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall have one vote.

1 1 2 3 4 5 6 6 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Twenty Largest Fully Paid Shareholders PINK PUMPKIN PTY LTD SUSAN HELEN MCBAIN ACTIONETTE PTY LTD KASTIN PTY LTD GRACE CHAN SAI WAH CHU WINPAR HOLDINGS LIMITED SHARED OFFICE SERVICES PTY LTD GLENFARE INVESTMENTS PTY LTD CANTORI PTY LTD MR ORESTE ANTHONY BIZIAK MRS MILLY ELKINGTON DR GORDON BRADLEY ELKINGTON CHIFLEY PORTFOLIOS PTY LTD CLAYTON DODD PENLEIGH BANNER PTY LTD QUEENSLAND MM PTY LTD ACTIONETTE PTY LTD MR ALEXANDER FLEMING WYLIE MR PETER FREDERICK CHAPMAN & MRS DIANNE MARGARET CHAPMAN CHIFLEY PORTFOLIOS PTY LTD QUEENSLAND MM PTY LTD LSAF HOLDINGS PTY LTD BRIDUN PTY LTD	Number of Shares 4,000,000 4,000,000 3,997,580 3,000,000 2,800,000 1,300,000 1,000,000 1,000,000 1,000,000 950,000 819,857 800,000 655,512 614,880 584,315 510,116 400,000 350,000 327,357 250,000 225,000 222,033 202,000 29,008,650	Percentage of shares 13.13 13.13 13.12 9.85 9.19 4.27 3.28 3.28 3.28 3.12 2.69 2.63 2.15 2.02 1.92 1.67 1.31 1.15 1.07 0.82 0.74 0.73 0.66
		95.24

Register of securities are held at Link Market Services Limited Level 1, 333 Collins Street, Melbourne, Victoria, 3000 Telephone: (03) 9615 9800 Fax: (03) 8614 2903 Free call: 1300 554 474

21

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Corporate Governance Statement

The Corporate Governance Statement is current at 31 March 2016 and was approved by the Board.

There are some limitations in the application of these Corporate Governance Principles due to the small size of the Company. The Company does not employ staff at the date of this report.

Principle 1: Lay solid foundations for management and oversight

• 1.1 A listed entity should disclose:

• (a) the respective roles and responsibilities of its Board and management, and

• (b) those matters expressly reserved to the Board and those delegated to management. The Board of Directors is responsible for the overall Corporate Governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

At this stage in the Company's cycle, the Company has no employees other than Directors. The primary responsibilities of the Board include responsibilities for:

• oversight of the Company, including its control and accountability systems;

• appointing and removing the Chief Executive Officer (or equivalent);

• ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer (or equivalent) and the Company Secretary;

• input into and final approval of management’s development of corporate strategy and performance objectives;

• reviewing and overseeing systems of risk management and internal compliance and control, codes of conduct, and legal compliance;

• monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available. (note due to size, the Company does not have senior management);

• approving and monitoring the progress of major capital expenditure, capital management, and

• • approving and monitoring financial and other reporting.

1.2 A listed entity should:

• (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a Director; and

• (b) provide security holders with all material in its possession relevant to a decision on whether or not to elect or re-elect a Director.

The current Directors have been elected to take the Company though a transition phrase culminating in the acquisition of a new business opportunity.

New Directors are expected to participate fully and actively in management decision-making at the earliest possible opportunity to ensure appropriate understanding about the Company’s financial position, strategies, operations, risks management policies and the respective responsibilities and duties of the Board.

The Notice of Meeting of the Company sets out the Directors standing for re-election each year at the AGM. This notice provides security holders with all material in its possession relevant to a decision on whether or not to elect or re-elect a Director.

• 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.

The Company does not have a written agreement with each Director setting out the terms of their appointment. The Directors do not consider this is necessary as their role is to investigate business opportunities leading to the introduction of a new business venture.

The Company is not compliant with Principle 1.3.

• 1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

22

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Corporate Governance Statement

1.5 A listed entity should:

• (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• (b) disclose that policy or a summary of it; and

• (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either:

• (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

• (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

As the current Board was appointed on 19 September 2014, the Board has not been in a position to incorporate gender diversity. This Principle will be re-considered following the acquisition of a new business venture.

The Company does not comply with Principle 1.5.

1.6 A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Due to the small size of the Board and as the Board has a specific task to locate a new business opportunity, a performance evaluation has not been undertaken

The Board has not complied with Principle 1.6(b) for the reasons noted above.

1.7 A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Due to the small size of the Company, there are no senior executives. At the date of this report, this section is not applicable.

Principle 2: Structure the board to add value

• 2.1 The board of a listed entity should:

• (a) have a nomination committee which:

  • (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose:

  • (3) the charter of the committee; (4) the members of the committee; and

  • (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

The Company does not have a formal nomination committee due to the small scale and nature of the Company’s activities. The whole Board meet to consider additional appointments to the Board.

The names and qualifications of the Directors of the Company in office at the date of this Statement are set out in the Directors’ Report. Directors are appointed based on their corporate experience and ability to add value and to re-invigorate the Company.

The Board considers it has the balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

23

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Corporate Governance Statement

• 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

The current Board considers that has the necessary skills and diversity to transition the Company from an investment entity to an operating business venture. The experience of the Directors are set out in the Directors Report.

2.3 A listed entity should disclose:

• (a) the names of the Directors considered by the board to be independent directors;

• (b) if a Director has an interest, position, association or relationship, but the board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and

• (c) the length of service of each Director. The names of the Board considered to be independent Directors are Mr Oreste Biziak and Mr Clayton Dodd. The Board has considered the following matters in their determination of Executive and Non-Executive (Independent) Directors:

• Mr Oreste Biziak has been a Director since 2005. During the term of the previous Directors, he was considered to be the only independent Director on the Board. The current Directors do not consider his term of office has impaired his ability to act as an independent Director. Oreste is not involved in the day to day operations of the Company and is considered to be a Non-Executive Director.

• Mr Bryan Frost is Chairman and Managing Director. He is responsible for the design, development and implementation of strategic plans for the Company in a cost-effective and time-efficient manner. Bryan is responsible for the day-to-day operations of the Company. Bryan also holds the positions of Chief Executive Officer (CEO) and Chief Financial Officer (CFO). He is considered to be an Executive Director.

• Mr Peter Chapman is involved in the day to day operations of the Company. Peter is considered to be an

• • Mr Clayton Dodd is not involved in the day to day operations of the Company. Although he holds a substantial parcel of shares, he is considered by the Board to be a Non- Executive Director and therefore an independent Director.

The length of service of each Director is set out in the Directors Report.

• 2.4 A majority of the board of a listed entity should be independent directors.

The current Board includes two Executive and two Non-Executive or independent Directors. The Board does not intend to appoint further Directors until a new business venture is identified. The Company does not comply with Principle 2.4.

• 2.5 The chair of the Board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

• The functions of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are carried out by the Chairman of the Board of Directors.

Due to the small size of the Company, the Company does not employ senior staff to carry out the roles of CEO or CFO. The Company does not comply with Principle 2.5 of the Principles of Good Corporate Governance.

• 2.6 A listed entity should have a program for inducting new Directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

The current Board have previous experience as Directors of Companies as explained in the Directors Report.

The Company does not have a program for inducting new Directors and therefore does not comply with Principle 2.6.

24

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Corporate Governance Statement

Principle 3: Act ethically and responsibility

3.1 A listed entity should:

• (a) have a code of conduct for its Directors, senior executives and employees; and

• (b) disclose that code or a summary of it.

The Company's commitment is to comply with its legal obligations and to act ethically and responsibly.

The Company’s expectation are that all Directors, senior executives and employees will:

• act in the best interests of the entity;

• act honestly and with high standards of personal integrity;

• comply with the laws and regulations that apply to the entity and its operations;

• not knowingly participate in any illegal or unethical activity;

• not enter into any arrangement or participate in any activity that would conflict with the entity’s best interests or that would be likely to negatively affect the entity’s reputation;

• not take advantage of the property or information of the entity or its customers for personal gain or to cause detriment to the entity or its customers; and

• not take advantage of their position or the opportunities arising therefrom for personal gain.

The Company, Directors and personnel do not accept bribes and other unlawful or unethical payments or inducements. Business courtesies and facilitation payments are brought to the attention of the Chairman prior to acceptance.

Actual or potential conflicts of interest are discussed with the Chair or at Board level.

The Company encourages the reporting of unlawful or unethical behaviour and protects “whistleblowers” who report violations in good faith. The Company adopts the Victorian Whistleblowers Protection Act 2001 .

Principle 4: Safeguard integrity in financial reporting

4.1 The Board of a listed entity should:

• (a) have an audit committee which:

• has at least three members, all of whom are Non-Executive Directors and a majority of whom are

• is chaired by an independent Director, who is not the chair of the Board,

• and disclose:

• the charter of the committee;

• the relevant qualifications and experience of the members of the committee; and

• in relation to each reporting period, the number of times the committee met throughout the period and (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently The current Board attends audit committee meetings. Two members of the Board are Executive Directors and two Directors are Non-Executive Directors. The Directors are not able to comply with this Principle that requires three members to be Non-Executive Directors due to the size and composition of the Board.

The audit committee is chaired by Mr Oreste Biziak who is an independent Director.

The Charter of the audit committee is to review and make recommendations to the Board in relation to:

• the adequacy of the entity’s corporate reporting processes;

• whether the entity’s financial statements reflect the understanding of the committee members of, and otherwise provide a true and fair view of, the financial position and performance of the entity;

• the appropriateness of the accounting judgements or choices exercised by management in preparing the entity’s financial statements;

• the appointment or removal of the external auditor;

• the rotation of the audit engagement partner;

• the scope and adequacy of the external audit;

• the independence and performance of the external auditor;

• any proposal for the external auditor to provide non-audit services and whether it might compromise the independence of the external auditor;

Principle 4.1 (Continued)

The Directors are all members of the audit committee. Their qualifications and experience are set out in the Directors Report.

The number of times the audit committee has met is set out in the Directors Report.

25

Public Holdings (Australia) Limited

A.B.N 65 000 332 918

Corporate Governance Statement

• 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, Section 295A of the Corporations Act 2001 requires each person who performs the CEO or CFO function in a listed entity to provide a declaration that, in their opinion, the financial records of the Company for a financial year This statement is provided to the Board as required by Section 295A.

• 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

• The external auditor has attended AGM's in previous years and will be invited to attend the Company's next AGM.

Principle 5: Make timely and balanced disclosure

• 5.1 A listed entity should:

• (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.

• The policy of the Company for complying with its continuous disclosure obligations under the Listing Rules:

• Subject to certain exceptions, the Company will disclose to ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

• The Company will ensure all investors have equal and timely access to material information concerning the Company, including its financial position, performance, ownership and governance.

• The Chair and the Board are responsible for safeguarding confidentiality of corporate information to avoid premature disclosure.

• All media contact and comment is through the Chair.

• • All external communications such as analyst briefings and responses to security holder questions are through the Chair.

• The Company will not comment on media speculation or market rumours. The Company will respond to any concerns by the ASX pursuant to Listing Rule 3.1B in relation to a false market.

Principle 6: Respect the rights of security holders

• 6.1 A listed entity should provide information about itself and its governance to investors via its website.

The Company does not have a web site. Information is communicated to shareholders as follows:

• notices of meetings of shareholders

• letters to shareholders, and

• • documents that are released publicly are made available on the ASX web site as market announcements.

• 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

Two-way communications with investors is currently undertaken by market announcements, actively engaging at the AGM and responding to enquiries from time to time.

• 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

The policies and processes to facilitate and encourage participation at meetings of security holders:

• provide an understanding of its business, governance, financial performance and prospects.

• provide an opportunity for security holders to express their views to the Board and management about areas of concern or interest.

• afford security holders who are not able to attend the general meeting the opportunity to provide questions or comments ahead of the meeting

General meetings of the Company provide an opportunity for security holders to express their views about any areas of concern or interest.

• 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

The registry does provide security holders the option to receive communications electronically. The email address of the Company Secretary is located with the Company details on the ASX web site.

26

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Corporate Governance Statement

Principle 7: Recognise and manage risk

• 7.1 The board of a listed entity should:

• (a) have a committee or committees to oversee risk, each of which:

  • (1) has at least three members, a majority of whom are independent directors; and

  • (2) is chaired by an independent director, and

    • disclose:

  • (3) the charter of the committee;

  • (4) the members of the committee; and

  • (5) as at the end of each reporting period, the number of times the committee met throughout the period

• (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

Due to the size of the Company, it does not have a risk committee.

The processes the Company employs for overseeing the entity's risk management framework are:

• The Board monitors and where appropriate receives advice on areas of operational and financial risks, and considers strategies for appropriate risk management arrangements.

• Specific areas of risk, which are identified, are regularly considered at Board meetings and include performance of segments of the entity, human resources, environment, continuous disclosure obligations and financial matters covering internal control and cash flow.

• Yearly the Board undertakes a risk review.

7.2 The Board or a committee of the Board should:

• (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

(b) disclose, in relation to each reporting period, whether such a review has taken place. A review of the risk framework including, where applicable, performance of segments of the entity, human resources, environment, continuous disclosure obligations and financial matters covering internal control and cash flow was undertaken by the current Board at its first meeting on 19 September 2014 and at a Board meetings held on 23 March 2015 and on 21 March 2016. It was considered that regular risk reviews were unnecessary unless the nature of the operations of the Company changed.

• 7.3 A listed entity should disclose:

• (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

The Company does not have an internal audit function. The Board evaluates and continually improves the effectiveness of its risk management and internal control processes by review and discussion at Board level.

• 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

The Company does not have any material exposure to economic, environmental and social sustainability risks.

Principle 8: Remunerate fairly and responsibly

8.1 The board of a listed entity should:

• (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and

• (2) is chaired by an independent director, and disclose:

• (3) the charter of the committee;

• (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period

27

Public Holdings (Australia) Limited A.B.N 65 000 332 918

Corporate Governance Statement

Principle 8.1 (Continued)

• (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Although the Board does not have a remuneration committee, the full Board takes on this function where required. The Board does not currently pay Directors fees, except for 250,000 shares issued to Mr Oreste Biziak in consideration for services rendered as noted in other parts of the financial report at 31 December 2015.

In the event that the Board was required to pay Directors and senior executives remuneration, the Board would consider market rates and may consult with executive recruitment firms to ensure the remuneration is appropriate and not excessive.

• 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

At the date of this Statement, the Directors are not paid Directors fees or salaries. In the event the Company paid remuneration:

• Non-executive Directors: the fee would be a fixed remuneration and not based on performance as such a performance based fee may lead to bias in decision making and compromise objectivity. It would also be acceptable to consider equity-based remuneration.

• Executive Directors and other senior executives may be paid a mix of fixed remuneration and performancebased remuneration. Equity based remuneration would also be considered.

• 8.3 A listed entity which has an equity-based remuneration scheme should:

• (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

• (b) disclose that policy or a summary of it.

The Company does not have an equity-based remuneration scheme at the date of this report.

In the event that the Company adopted an equity-based remuneration scheme, participants would not be allowed to hedge or otherwise limit the economic risk of participating in the scheme.

28