MONADELPHOUS GROUP LIMITED

A.B.N. 28 008 988 547

FINANCIAL REPORT

30 JUNE 2012

MONADELPHOUS GROUP LIMITED A.B.N. 28 008 988 547

CORPORATE DIRECTORY

Directors

Calogero Giovanni Battista Rubino Chairman

Robert Velletri Managing Director

Irwin Tollman Non-Executive Director

Peter John Dempsey Lead Independent Non-Executive Director

Christopher Percival Michelmore Independent Non-Executive Director

Company Secretaries Zoran Bebic Philip Trueman

Principal Registered Office in Australia

59 Albany Highway Victoria Park Western Australia 6100 Telephone: +61 8 9316 1255 Facsimile: +61 8 9316 1950 Website: www.monadelphous.com.au

Postal Address

PO Box 600 Victoria Park Western Australia 6979

Share Registry Computershare Investor Services Pty Ltd Level 2, 45 St George’s Terrace Perth Western Australia 6000 Telephone: 1300 364 961 Facsimile: +61 8 9323 2033

ASX Code MND – Fully Paid Ordinary Shares

Bankers National Australia Bank Limited

Bankers (cont’d) HSBC 188-190 St George’s Terrace Perth Western Australia 6000

Auditors Ernst & Young

The Ernst & Young Building 11 Mounts Bay Road Perth Western Australia 6000

Solicitors Clifford Chance 190 St George’s Terrace Perth Western Australia 6000

King and Wood Mallesons 152 St George’s Terrace Perth Western Australia 6000

Controlled Entities

Monadelphous Engineering Associates Pty Ltd Monadelphous Engineering Pty Ltd Skystar Airport Services Pty Ltd Monadelphous Properties Pty Ltd Monadelphous Workforce Pty Ltd Genco Pty Ltd MBF Workforce Pty Ltd (de-registered 5 June 2012) MI & E Holdings Pty Ltd Monadelphous PNG Ltd Skystar Airport Services Holdings Pty Ltd Skystar Airport Services NZ Pty Ltd Ellavale Engineering Pty Ltd (de-registered 5 June 2012) Moway International Limited SinoStruct Pty Ltd Moway AustAsia Steel Structures Trading (Beijing) Company Limited Monadelphous Group Limited Employee Share Trust KT Pty Ltd Monadelphous Energy Services Pty Ltd (acquired 1 July 2011)

50 St George’s Terrace Perth Western Australia 6000

Westpac Banking Corporation 109 St George’s Terrace Perth Western Australia 6000

MONADELPHOUS GROUP LIMITED A.B.N. 28 008 988 547

Contents	Page
Chairman’s Report	1
Company Performance	9
Directors’ Report	10
Independent Audit Report	26
Directors’ Declaration	28
Income Statement	29
Statement of Comprehensive Income	30
Statement of Financial Position	31
Statement of Changes in Equity	32
Statement of Cash Flows	33
Notes to the Financial Statements	34
Corporate Governance Statement	90

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT

I am pleased to report Monadelphous Group Limited has delivered another record sales and earnings result for the year ended 30 June 2012.

FINANCIAL OVERVIEW

Revenue

Sales revenue for the year was $1,897 million, up 31.4 per cent. Growth continued across all three operating divisions, with the biggest percentage increases in the Maintenance and Industrial Services and Infrastructure divisions. Significant scope growth on several major projects and strong conditions in all markets contributed to the result.

Earnings

Net profit after tax was a record $137.3 million, up 44.5 per cent. This included a one-off after tax gain of $11.4 million from the sale of Norfolk Group Limited shares. Net profit after tax excluding the one-off after tax gain on the sale of Norfolk Group Limited shares (underlying^ net profit after tax) was $126.0 million, up 32.5 per cent, marking the Company’s eleventh consecutive year of earnings growth.

Earnings before interest, tax, depreciation, amortisation and the one-off before tax gain on the sale of Norfolk Group Limited shares (underlying EBITDA^) was $196.5 million, an increase of 28.2 per cent. Underlying EBITDA^ margin remained healthy at 10.4 per cent.

Earnings per share excluding the one-off after-tax gain of $11.4 million from the sale of Norfolk Group Limited shares (underlying^ earnings per share) increased 30.8 per cent to 142.4 cents.

Dividend

The Board of Directors has declared a final dividend of 75 cents per share fully franked, up 36.4 per cent on the previous year. This takes the full-year dividend to 125 cents per share fully franked, a 31.6 per cent increase on the previous year.

Positioned for Growth

Monadelphous secured new contracts and contract extensions valued at approximately $2 billion during the year. New LNG construction and maintenance contracts have consolidated the Company’s position in the energy market. Services have expanded into the marine sector through the Company’s involvement in its first marine construction contract, while the acquisition of PearlStreet Energy Services Pty Ltd (PearlStreet) extended infrastructure services into the power sector.

The role of the Infrastructure division in the achievement of the Company’s market growth strategy was reviewed during the year. The result of this review was to transfer the transmission pipeline construction business, KT Pty Ltd (KT), from the Infrastructure division’s portfolio to the Engineering Construction division. This transition started on 1 July 2012. The move reflects the more clearly defined purpose of the Infrastructure division, which is to concentrate on the development and growth of new business in the provision of construction, operations and maintenance services in public sector infrastructure markets. KT’s synergies with the Engineering Construction division include a common resources and energy customer base, a construction focus and similar delivery model.

Future growth opportunities will be supported by the Company’s balance sheet, which remained strong with a net cash position of $152.9 million at year-end, and bond facilities which were increased by $226.2 million during the period.

^ Refer to page 9 for definition of “underlying” and reconciliation of underlying EBITDA.

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT (continued)

Capital Expenditure

The Company continued to invest in new property, plant and equipment to support high levels of secured work and the strong pipeline of opportunities. Capital expenditure for the year totalled $74.2 million, with a further $19.6 million committed at 30 June 2012. This included the purchase of industrial land in Karratha, Western Australia (WA) for a new workshop facility that will support the growth of ongoing construction and maintenance activities in the Pilbara region. Other additions included new mobile cranes and specialised pipe-laying equipment to support the growth of KT. The fleet of heavy lift equipment was expanded to increase capacity and enhance onsite productivity.

CORPORATE

Norfolk Divestment

In February 2012, Monadelphous sold its 13.98 per cent interest in Norfolk Group Limited (Norfolk) in an on-market transaction for a cash consideration of $24.4 million, resulting in a one-off after-tax profit of $11.4 million.

The majority of Monadelphous’s strategic interest in Norfolk was acquired in 2009 in line with the Company’s diversification strategy to broaden exposure to non-resources markets. Following the successful establishment of Monadelphous’s Infrastructure division in 2010, the Company’s holding in Norfolk was no longer considered strategic.

Market Index Rating

In November 2011, Monadelphous achieved a major milestone when its shares were included in the S&P/ASX 100 index.

AnaeCo Shareholding

Subsequent to the reporting period, Monadelphous announced the acquisition of a 10 per cent interest in alternative waste technology company and joint venture partner AnaeCo Limited (AnaeCo). AnaeCo issued 44 million shares to Monadelphous as payment for approximately $2 million of costs associated with the Western Metropolitan Regional Council (WMRC) DiCom Expansion Project. This opportunity will support Monadelphous’s longer term strategy of diversification outside the resources sector.

OPERATIONAL OVERVIEW

Our Strategy

Monadelphous continued to deliver strong operational performance and maintained a leadership position in its core markets. The Company also expanded into new markets by securing its first marine contract and continued to develop its operations in the infrastructure sector.

The Company retained its focus on the attraction, development and retention of the right people with further development of safety management and performance.

Monadelphous continued to improve service delivery and support processes to realise cost efficiency and margin improvement.

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT (continued)

Health and Safety

Monadelphous’s core value of safety and wellbeing continued to drive improvements in health and safety performance with a 31.6 per cent reduction in the total case injury frequency rate to 6.0 per million hours worked, the Company’s lowest annual result. A particular highlight was the first time achievement of 12 consecutive months free of lost time injuries, which was recorded in January 2012.

The Company continued to develop its people, processes and systems in its ongoing safety management improvement program. In particular, implementation of the company’s Safety Leadership program continued during the period. Following the initial roll-out of the comprehensive training and coaching program in the previous year, a further 140 managers and supervisors underwent training.

People

The Company’s total workforce at 30 June 2012 was 6,105, an increase of 8.1 per cent on 12 months earlier. The attraction and retention of people to meet the requirements of the extraordinarily high level of contract activity remains the Company’s most significant challenge.

The implementation of a range of initiatives aimed at attraction and retention enabled the Company to successfully execute a number of major contracts. During the year the human resources function was restructured to help ensure the right people are available and supporting systems are adequate for the expanding operations. Other initiatives included a 32.3 per cent increase, to 41, in the graduate intake and ongoing selective international recruitment to fill domestic staff shortfalls.

A new issue of employee options was made during the year to recognise and reward approximately 230 employees at various levels throughout the Company, and to assist in attracting, retaining and rewarding employees in a manner which supports the creation of shareholder wealth. Since its inception, the longterm incentive program has significantly contributed to the high level of retention of key people across Monadelphous.

Monadelphous’s commitment to workplace diversity was formalised in a Diversity Policy and the Company developed objectives for increasing female participation. In addition, Monadelphous employed a senior Indigenous program advisor to oversee the Indigenous engagement strategy, to promote cultural awareness within the business, support Indigenous training and develop employment pathways. The Company also made a public commitment to the implementation of this strategy through a Reconciliation Action Plan lodged with Reconciliation Australia.

Risk Management

The internal group assurance function, formally established in 2011, was further strengthened by the completion of the annual group-wide review program. The program is focused on ensuring the adequacy of and compliance with internal controls for key projects and contracts. The Company also completed a review of its tender risk assessment process and is implementing changes to support the growth and diversity of its operations.

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT (continued)

OPERATIONAL ACTIVITY

Monadelphous provides extensive services to the resources, energy and infrastructure markets through its three operating divisions.

Engineering Construction

The Engineering Construction division, which provides large-scale multidisciplinary project management and construction services, delivered record sales of $1,058 million, an increase of 13.8 per cent on the previous year.

Sales growth was underpinned by a healthy workload entering the year and scope growth on existing major contracts. The approximately $1.3 billion in new contracts secured during the year was a major highlight. They included a number of large-scale construction contracts with blue-chip customers in the iron ore, coal and LNG sectors, as well as the Company’s first marine contract through the Monadelphous Muhibbah Marine (MMM) joint venture.

MMM will construct the approach jetty and ship berth for the Wiggins Island Coal Export Terminal Project (WICET) in Gladstone, Queensland. This contract is valued at approximately $330 million. MMM has secured a further contract to construct and commission a shiploader for WICET.

The division entered into two significant five-year framework agreements with Rio Tinto for its major program of iron ore construction works in the Pilbara region of WA. The first agreement is to provide structural, mechanical and piping packages, and the second is for electrical and instrumentation packages of work. These non-exclusive agreements give Monadelphous preferred contractor status with the key characteristic of early contractor involvement to enable the two parties to optimise project delivery outcomes.

New investment continued in the mobile crane fleet, with additions including a 600-tonne crane and numerous other large capacity cranes and self-propelled modular trailers. These investments further enhance the Company’s capability to undertake projects that involve large-scale pre-assembly and facility modularisation.

Major project involvement during the year included:

Engineering construction services at Woodside’s Pluto LNG Project at Karratha in WA;
Structural, mechanical, electrical and piping work for BHP Billiton’s Worsley Alumina Efficiency and Growth Project at Collie in WA; and
Structural, mechanical and piping work for Newcrest Mining’s Cadia East Project at Orange in New South Wales (NSW).

New contracts secured by the Engineering Construction division during the year included:

Three contracts for structural, mechanical, piping, electrical and instrumentation work as part of the Rio Tinto Coal Australia-managed Kestrel Mine, near Emerald in Queensland;
Two contracts for BHP Billiton Mitsubishi Alliance’s (BMA) Project Delivery Group for ongoing construction work on various sites in the northern region of the Bowen Basin in Queensland;
Mechanical commissioning support for Woodside’s Pluto LNG Plant at Karratha in WA;

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT (continued)

Structural, mechanical and piping work for the greenfield mine processing plant the Rio Tinto’s and Hancock Prospecting’s Hope Downs 4 Iron Ore Project in WA;
Construction and commissioning of coal conveyors at Xstrata Coal’s Ulan West Project in the central west of NSW;
Two contracts with Rio Tinto for structural and mechanical work associated with coarse iron ore stockpiles, installation of a screenhouse and a contract variation for installation of a new car dumper at Cape Lambert in WA;
A construction general services contract for Bechtel (Western Australia) at the Chevron Australiaoperated Wheatstone Project near Onslow in WA;
Structural, mechanical and piping work associated with materials handling and processing facilities at the port operations for BHP Billiton Iron Ore’s Port Hedland Inner Harbour Project at Finucane Island and Nelson Point in WA;
Supply of fabricated steelwork and mechanical components for stacker bridges and runway support gantries for WICET’s coal stockyard at Gladstone Port in Queensland; and
Structural, mechanical and piping installation works for BHP Billiton Petroleum associated with the construction of the onshore gas plant at the Macedon Gas Project near Onslow in WA.

Maintenance and Industrial Services

The Maintenance and Industrial Services division, which specialises in the planning, management and execution of multidisciplinary maintenance services, shutdowns and sustaining capital works, delivered record sales revenue of $634.5 million, representing 58.1 per cent growth on the previous year.

This outstanding growth was driven predominantly by high levels of activity on existing contracts, the contribution from new contracts and an increase in workload from the division’s strengthened presence in the major coal producing region of the Bowen Basin in Queensland and oil and gas activities in WA and the Northern Territory (NT).

Major contract activity included:

Facilities management services at the Chevron Australia-operated Gorgon Project at Barrow Island in WA;
Maintenance and shutdown services for Rio Tinto’s coastal and inland West Pilbara operations in WA;
Major shutdown, minor capital and maintenance services for BHP Billiton’s Nickel West operations in WA;
Minor capital project services for BHP Billiton’s Worsley Alumina refinery at Collie in WA;
Field construction services for Oil Search Ltd at its oil and gas production support facilities in Papua New Guinea (PNG);
Maintenance and shutdown services for ConocoPhillips Australia at its Darwin LNG Plant in the NT;
Maintenance, minor capital work and shutdown support for BHP Billiton’s Olympic Dam Services at Roxby Downs in South Australia; and

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT (continued)

General maintenance services and projects for Chevron Australia at its Barrow Island and Thevenard Island operations in WA.

The division was awarded approximately $285 million in new contracts and contract extensions during the year.

The establishment of the workshop facility in Mackay facilitated an increased presence in the Bowen Basin and revenue growth from coal customers. This included the Company’s first long-term dragline shovel shutdown contract with BMA for work across its operations in the Bowen Basin.

A major highlight was securing a three-year maintenance services contract with Woodside on the Pluto LNG Project at Karratha in WA. The contract includes work associated with the onshore and offshore facilities. It follows the Engineering Construction division’s delivery of major construction services and commissioning support at Pluto over the past three years. The new maintenance services contract will be supported by the planned new Karratha workshop.

In addition, the following contract extensions were secured during the year:

A three-year contract extension to provide minor capital project services for BHP Billiton’s Worsley Alumina refinery at Collie in WA;
A two-year extension to an onshore maintenance and shutdown services contract with ConocoPhillips Australia at its Darwin LNG facility in the NT; and
A 12-month extension to the general maintenance services and projects contract with Chevron Australia at its LNG facilities on Barrow Island and Thevenard Island in WA.

Consolidation of the east and west businesses within the Maintenance and Industrial Services division is underway following the Company’s annual strategic review. The purpose of the consolidation is to create one business with a common purpose that drives growth, synergies and economies of scale to assist the Company achieve its long-term vision and strategic objectives. A number of process and people changes have occurred, including an appointment to the newly created position of Executive General Manager, Maintenance and Industrial Services division. The Executive General Manager will focus on the further consolidation and restructuring of the division for long-term growth.

Following a review of the division’s operations late in the year, a decision was made to close the relatively small and less strategic operations in Mount Isa and Townsville in Queensland. The division remains focused on successfully delivering the many ongoing and recently secured maintenance contracts for new and existing long-term customers.

Infrastructure

The Infrastructure division, formed in July 2010 as part of Monadelphous’s diversification strategy to support long-term growth, delivered sales revenue of $219.8 million, an increase of 39.3 per cent on the previous year.

This solid performance was the result of continued strong growth of the transmission pipeline and water businesses. The solid waste management, aviation support services (Skystar Airport Services) and power asset management businesses also contributed to the performance.

Monadelphous acquired onshore transmission pipeline constructor KT in July 2010. Since then it has experienced rapid growth, securing several contracts and making significant investment in plant and equipment.

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT (continued)

The division’s major project was the installation of onshore pipelines, cables and tubes for the Chevron Australia-operated Gorgon Project at Barrow Island in WA. Work commenced in July 2010 and Monadelphous had a workforce of approximately 150 people on the project at the end of the year.

The water business, which provides innovative construct, operate and maintain service solutions on essential service assets, delivered a solid performance as it completed a number of existing contracts and secured new contracts. Its most significant project was the successful completion of the supply and construction of a new waste water treatment facility for the Water Corporation at Picton, near Bunbury in WA.

Construction of the DiCOM Waste Processing Facility in Shenton Park, WA, for the Western Metropolitan Regional Council is scheduled to be completed in the first half of the 2013 financial year. The solid waste management project, funded by Palisade Regional Infrastructure Fund, is being undertaken in joint venture with AnaeCo. Under the joint venture agreement, AnaeCo is providing the technology and design and Monadelphous is providing construction services.

Aviation support services business Skystar Airport Services, which offers complete ground handling services to the aviation industry in Australia and New Zealand, recorded another year of strong growth. Skystar has operated for 11 years and its customers include Qantas, Jetstar, AirAsia, Tiger Airways and Cobham Aviation.

On 1 July 2011, Monadelphous concluded the purchase agreement for asset management company PearlStreet, subsequently renamed Monadelphous Energy Services. Following the integration of the business, Monadelphous has strengthened its operations and maintenance capabilities and expanded services into the power sector.

The division was awarded approximately $330 million in new contracts during the year. These included:

Construction of the onshore DomGas pipeline for Clough Sea Trucks Joint Venture associated with the Chevron Australia-operated Gorgon Project on Barrow Island in WA;
Pipeline remediation work for Ok Tedi Mining in Tabubil, Western Province in PNG;
Construction of the Toowoomba Wastewater Infrastructure Projects program in joint venture with Transfield Services for the Toowoomba Regional Council in Queensland;
Construction work for Unitywater’s Cooroy and Woodford Sewage Treatment Plant Augmentation projects in Queensland;
Construction of a potable water supply system with Rio Tinto’s Coastal Waters Project at Bungaroo Valley in the Pilbara region of WA;
The preparation and construction of a CO2 injection pipeline for the Chevron Australia-operated Gorgon project on Barrow Island in WA; and
Design and construction, in joint venture with OSD Projects Pty Ltd, of a transmission pipeline and associated facilities for Hamersley Iron at West Angelas, near Newman in WA.

MONADELPHOUS GROUP LIMITED CHAIRMAN’S REPORT (continued)

Outlook

The high volume of secured work and ongoing opportunities from historically high levels of resources and energy projects in the execution phase provide strong construction revenue visibility for the new financial year and beyond. Subject to project timing risks, further growth in sales revenue is expected for the new financial year.

The pipeline of engineering construction opportunities is expected to continue with numerous committed large-scale LNG, iron ore and coal projects in the early phases of execution. The current volume of approved projects, particularly in the LNG sector, will drive strong demand for the next few years.

The large number of projects reaching completion and start up over the next few years will also provide new service opportunities for the continued growth of the Maintenance and Industrial Services division.

Industry-wide supply and infrastructure constraints are expected to continue to impact project timing and overall project productivity. The Company will continue to focus on managing execution risks as well as improving productivity through further developments in multidisciplinary execution, offshore procurement and modularisation capability.

Labour availability is expected to further tighten as a number of projects ramp up through the execution phase. The Company will continue to adopt a broad range of initiatives aimed at maximising labour retention as well as the attraction and recruitment of new personnel.

Robust levels of capital expenditure will continue to support core business activities and further expansion opportunities.

There has been some recent market commentary about potential delays and uncertainty of commitments to future new projects. Whilst the long term project pipeline is always less certain, the macro view on long term Australian resources demand remains strong. A deferral and flattening in new project demand may provide some welcome relief to an overheated market and result in more productive and sustainable outcomes.

The Company’s market leadership position and the continued success of its diversification strategy will support sustainable growth. Opportunities for growth in existing infrastructure markets of water and power and longer-term market diversification, including new services and overseas expansion for existing customers, will continue to be pursued.

On behalf of the Board, I thank our customers for their continued patronage, our shareholders for their support and our people for their dedication, commitment and highly valued contribution to another successful year at Monadelphous.

==> picture [102 x 39] intentionally omitted <==

John Rubino Monadelphous Chairman 20 August 2012

MONADELPHOUS GROUP LIMITED COMPANY PERFORMANCE

A review of the Company’s performance over the last six years is as follows:

	2012	2011	2010	2009	2008	2007
	$’000	$’000	$’000	$’000	$’000	$’000
Revenue	1,904,984	1,449,252	1,279,862	1,127,474	958,966	968,419
Profit before income tax expense	187,259	131,576	115,148	104,149	99,749	86,835
Income tax expense	49,924	36,509	31,931	29,908	30,206	26,417
Profit after income tax expense	137,335	95,067	83,217	74,241	69,543	60,418
Basic earnings per share	155.24c	108.84c	96.86c	87.48c	83.21c	73.56c
Interim dividends per share (fully
franked)	50.00c	40.00c	35.00c	30.00c	29.00c	22.00c
Special dividends per share (fully
franked)	-	-	-	-	-	15.00c
Final dividends per share (fully
franked)	75.00c	55.00c	48.00c	44.00c	43.00c	29.00c
Net tangible asset backing per
share	270.34c	214.54c	164.74c	139.84c	117.73c	105.87c
Total equity and reserves	245,642	193,234	144,286	122,565	101,817	90,481
Depreciation	26,541	23,341	16,789	15,066	12,718	10,390
Return on equity	55.9%	49.2%	57.7%	60.6%	68.3%	66.8%
EBITDA margin	11.2%	10.6%	10.1%	10.3%	11.5%	9.8%

^The word “underlying” used within the Chairman’s Report, refers to the statutory result for the year ended 30 June 2012 excluding the one-off gain from the sale of Norfolk Group Limited shares. This measure is important to management as an additional way to evaluate the Company’s performance. Underlying measures are unaudited.

Underlying EBITDA is a non-IFRS earnings measures which do not have any standardised meaning prescribed by IFRS and therefore may not be comparable to EBITDA presented by other companies. This measure is important to management as an additional way to evaluate the Company’s performance.

Reconciliation of profit before income tax to underlying EBITDA (unaudited)

Profit before income tax Gain from sale of Norfolk Group Limited shares Interest expense Interest revenue Depreciation expense Amortisation expense Underlying EBITDA	2012 2011 $’000 $’000 187,259 131,576 (16,262) - 3,447 2,672 (6,717) (5,356) 26,541 23,341 2,195 1,074
	196,463 153,307

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT

Your directors submit their report for the year ended 30 June 2012.

DIRECTORS

The names and details of the directors of the Company in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

Names, qualifications, experience and special responsibilities

Calogero Giovanni Battista Rubino	Chairman
	Appointed 18 January 1991
	Resigned as Managing Director on 30 May 2003 and continued as Chairman
	46 years experience in the construction and engineering services industry
Robert Velletri	Managing Director
	Appointed 26 August 1992
	Mechanical Engineer, Corporate Member of the Institution of Engineers
	Australia
	Appointed as Managing Director on 30 May 2003
	33 years experience in the construction and engineering services industry
Irwin Tollman	Non-Executive Director
	Appointed 26 August 1992
	Chartered Accountant, Member Institute of Chartered Accountants in
	Australia
	20 years experience in the construction and engineering services industry
	Retired as Executive Director on 25 July 2003 and continued as a Non-
	Executive Director
Peter John Dempsey	Lead Independent Non-Executive Director
	Appointed 30 May 2003
	Civil Engineer, Fellow of the Institution of Engineers Australia
	40 years experience in the construction and engineering services industry
	Also a non-executive director of two other publicly listed entities, Becton
	Property Group Limited (ASX: BEC) - appointed 25 July 2008 and Service
	Stream Limited (ASX: SSM) - appointed 1 November 2010.
Christopher Percival Michelmore	Independent Non-Executive Director
	Appointed 1 October 2007
	Civil Engineer, Fellow of the Institution of Engineers Australia
	Member Institution of Structural Engineers, UK
	40 years experience in the construction and engineering services industry
COMPANY SECRETARIES
Zoran Bebic	Company Secretary and Chief Financial Officer
	Appointed 24 August 2009
	Certified Practising Accountant, Member of CPA Australia
	19 years experience in the construction and engineering services
	industry
Philip Trueman	Company Secretary and General Manager, Human Resources
	Appointed 21 December 2007
	Chartered Accountant, Member Institute of Chartered Accountants in
	Australia and the South African Institute of Chartered Accountants
	12 years experience in the construction and engineering services industry

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

Interests in the shares and options of the Company and related bodies corporate

As at the date of this report, the interests of the directors in the shares and options of Monadelphous Group Limited were:

Limited were:
		Options over
	Ordinary Shares	Ordinary Shares
C. G. B. Rubino	2,004,000	Nil
R. Velletri	2,250,000	650,000
I. Tollman	667,586	Nil
P. J. Dempsey	78,000	Nil
C. P. Michelmore	18,597	Nil
EARNINGS PER SHARE
	Cents
Basic Earnings Per Share	155.24
Diluted Earnings Per Share	152.05
DIVIDENDS
	Cents	$’000
Final dividends declared
� on ordinary shares	75.00	66,506
Dividends paid during the year:
Current year interim
� on ordinary shares	50.00	44,337
Final for 2011
� on ordinary shares	55.00	48,759

CORPORATE INFORMATION

Corporate structure

Monadelphous Group Limited is a company limited by shares that is incorporated and domiciled in Australia. Monadelphous Group Limited has prepared a consolidated financial report incorporating the entities that it controlled during the financial year (refer note 26 in the financial report).

The registered office of Monadelphous Group Limited is located at:

59 Albany Highway Victoria Park Western Australia 6100

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

Nature of operations and principal activities

Engineering Services

Monadelphous is a diversified services company operating in the resources, energy and infrastructure industry sector.

Services provided include:

Fabrication, modularisation, offsite pre-assembly, procurement and installation of structural steel, tankage, mechanical and process equipment, piping, demolition and remediation works
Multi-disciplined construction services
Plant commissioning
Specialist electrical and instrumentation services
Fixed plant maintenance services
Shutdown planning, management and execution
Water and waste water asset construction and maintenance
Construction of transmission pipelines and facilities
Operation and maintenance of assets in the power sector

Skystar Airport Services

Provides aviation support services.

General

The Monadelphous Group operates from major offices in Perth and Brisbane, with regional offices in Beijing (China) and Adelaide, and a network of workshop facilities in Kalgoorlie, Karratha, Darwin, Roxby Downs, Gladstone, Hunter Valley, Mt Isa, Mackay and Townsville.

The consolidated entity’s revenue is earned predominantly from the resources, energy and infrastructure industry sector.

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

Employees

The consolidated entity employed 6,105 employees as of 30 June 2012 (2011: 5,649 employees).

OPERATING AND FINANCIAL REVIEW

Review

A review of operations of the consolidated entity during the financial year, the results of those operations, the changes in the state of affairs and the likely developments in the operations of the consolidated entity are set out in the Chairman’s Report.

Operating results for the year

Operating results for the year were:

Revenue from services Profit after income tax expense	2012 2011 $’000 $’000 1,897,490 1,443,896
	137,335 95,067

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There have been no significant changes in the state of affairs of the parent entity or the consolidated entity during the financial year.

SIGNIFICANT EVENTS AFTER REPORTING PERIOD

On 2 July 2012, Monadelphous Group Limited was issued 44,000,000 ordinary shares in AnaeCo Limited, at the market price of $0.048 per share as payment for approximately $2,000,000 of its costs associated with the Joint Venture (JV) between Monadelphous and AnaeCo. The JV is engaged on the Western Metropolitan Regional Council (WMRC) DiCOM Expansion Project which involves expanding the capacity of the DiCOM facility at WMRC’s Shenton Park, WA, waste transfer station from 20,000 tpa to 55,000 tpa.

On 20 August 2012, the directors of Monadelphous Group Limited declared a final dividend on ordinary shares in respect of the 2012 financial year. The total amount of the dividend is $66,505,745 which represents a fully franked final dividend of 75 cents per share. This dividend has not been provided for in the 30 June 2012 financial statements.

Other than the items noted above, there are no matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in subsequent financial years.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

Other than as referred to in this report, further information as to likely developments in the operations of the consolidated entity would, in the opinion of the directors, be likely to result in unreasonable prejudice to the consolidated entity.

ENVIRONMENTAL REGULATION AND PERFORMANCE

Monadelphous Group Limited is subject to a range of environmental regulations.

During the financial year, Monadelphous Group Limited met all reporting requirements under any relevant legislation. There were no incidents which required reporting.

The Company aims to continually improve its environmental performance.

SHARE OPTIONS

Unissued shares

As at the date of this report, there were 7,331,000 unissued ordinary shares under options as follows:

1,880,000 options to take up one ordinary share in Monadelphous Group Limited at an issue price of $10.00. The options expire on 30 September 2012.
330,000 options to take up one ordinary share in Monadelphous Group Limited at an issue price of $12.22. The options expire between 30 September 2012 and 30 September 2013.
521,000 options to take up one ordinary share in Monadelphous Group Limited at an issue price of $14.84. The options expire between 30 September 2012 and 30 September 2014.
4,560,000 options to take up one ordinary share in Monadelphous Group Limited at an issue price of $17.25. The options expire between 14 September 2013 and 14 September 2015.
40,000 options to take up one ordinary share in Monadelphous Group Limited at an issue price of $19.31. The options expire between 14 September 2013 and 14 September 2015.

Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate or in the interest issue of any other registered scheme.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

Shares issued as a result of the exercise of options

During the financial year, employees and directors have exercised the option to acquire 1,097,500 fully paid ordinary shares at a weighted average exercise price of $10.26. All 1,097,500 shares were issued as new fully paid ordinary shares.

No options have been exercised since the end of the financial year.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

During or since the end of the financial year, the Company has paid premiums in respect of a contract insuring all the directors of Monadelphous Group Limited against a liability incurred in their role as directors of the Company, except where:

(a) the liability arises out of conduct involving a wilful breach of duty; or
(b) there has been a contravention of Sections 182 or 183 of the Corporations Act 2001

The total amount of insurance contract premiums paid during the financial year was $nil (2011: $93,641). An amount of $89,599 was paid subsequent to the financial year end.

INTERESTS IN CONTRACTS OR PROPOSED CONTRACTS WITH THE COMPANY

During or since the end of the financial year, no director has had any interest in a contract or proposed contract with the Company being an interest the nature of which has been declared by the director in accordance with Section 300(11)(d) of the Corporations Act 2001 .

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited)

This Remuneration Report for the year ended 30 June 2012 outlines the Key Management Personnel remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent Company.

For the purposes of this report, the term ‘executive’ encompasses the Managing Director and senior General Managers of the Parent and the Group.

Details of Key Management Personnel

(i) Directors

C. G. B. Rubino Chairman R. Velletri Managing Director I. Tollman Non-Executive Director P. J. Dempsey Lead Independent Non-Executive Director C. P. Michelmore Independent Non-Executive Director

(ii) Executives

D. Foti Executive General Manager, Engineering Construction A. Erdash Executive General Manager, Maintenance & Industrial Services Z. Bebic Chief Financial Officer and Company Secretary S. Murray General Manager, Infrastructure C. Tabrett General Manager, Maintenance & Industrial Services Eastern Region (C. Tabrett ceased to meet the definition of Key Management Personnel in December 2011 following the consolidation of the Eastern and Western regions of the Maintenance & Industrial Services division and the appointment of an Executive General Manager for the consolidated Maintenance & Industrial Services division)

Remuneration Philosophy

The performance of the Company depends upon the quality of its directors and executives. To prosper, the Company must attract, motivate and retain highly skilled directors and executives.

To this end, the Company embodies the principles of providing competitive rewards to attract high calibre executives, and the linking of executive rewards to shareholder value, in its remuneration framework.

Remuneration Committee

The remuneration committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the directors and the executive management team.

The remuneration committee utilises remuneration survey data compiled by a recognised remuneration research organisation across a range of industries and geographic regions. The salary survey data is updated every 6 months and is used to assess the appropriateness of the nature and amount of remuneration of directors and the executive management team. This assessment is made with reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

In determining the levels of remuneration of directors and executives, the remuneration committee takes into consideration the performance of the Group, business unit and the individual.

Remuneration Structure

In accordance with best practice corporate governance, the structure of non-executive director and executive management remuneration is separate and distinct.

Non-executive director remuneration

Objective

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

Structure

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The most recent determination was at the Annual General Meeting held on 27 November 2007 when shareholders approved an aggregate remuneration of $400,000 in the ‘not to exceed sum’ paid to non-executive directors.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Non-executive directors have long been encouraged by the Board to hold shares in the Company (purchased by the director on-market). It is considered good governance for directors to have a stake in the Company.

The non-executive directors do not receive retirement benefits, nor do they participate in any incentive programs.

The remuneration of non-executive directors for the period ending 30 June 2012 is detailed in Table 1 on page 20 of this report.

Executive remuneration

Objective

The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company so as to:

Reward executives for Group, business unit and individual performance;
Align the interests of executives with those of shareholders; and
Ensure total remuneration is competitive by market standards.

Structure

In determining the level and make-up of executive remuneration, the remuneration committee receives external survey data from a recognised remuneration research organisation and considers market levels for comparable executive roles when making its recommendations to the Board.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

Executive remuneration (cont’d)

Remuneration consists of a fixed remuneration element and variable remuneration elements in the form of Short Term and Long Term Incentives.

The proportion of fixed remuneration and variable remuneration is established for each member of the executive management team by the remuneration committee. Tables 1 and 2 on pages 20 and 21 of this report detail the proportion of fixed and variable remuneration for each of the executive directors and the members of the executive management team of the Company.

Fixed remuneration

Objective

The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and competitive in the market.

Fixed remuneration is reviewed annually by the remuneration committee and the process consists of a review of Company-wide, business unit and individual performance and relevant comparative remuneration in the market and internally.

Monadelphous has a structured approach aimed at delivering fixed remuneration which is market competitive and rewards performance. The Company participates in a number of respected remuneration surveys from which it receives quarterly or six-monthly market and forecast data, and it’s remuneration system is designed to analyse detailed market and sector information at various levels.

Structure

Executive team members are given the opportunity to receive their fixed remuneration in a variety of forms including cash and fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company.

The fixed remuneration component of the executives of the Company is detailed in Tables 1 and 2 on pages 20 and 21 of this report.

Variable remuneration – Short term incentive (STI)

Objective

The objective of the STI program is to link the achievement of the Company’s targets with the performance of the employee charged with meeting those targets. The total STI for executives is set at a level so as to remunerate the executives for achieving the operational targets and such that the cost to the Company is reasonable in the circumstances.

Structure

On an annual basis at the end of the financial year, after consideration of performance against KPIs, an overall performance rating for the Company and each individual business unit is approved by the remuneration committee. The individual performance of each executive is also rated and all three are taken into account when determining the amount, if any, of the short-term incentive payment made to each individual.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

Executive remuneration (cont’d)

Variable remuneration – Short term incentive (STI) (cont’d)

The KPIs considered in the assessment process adopt a balanced scorecard approach to measuring performance. The following categories of performance measures are considered:

Financial Measures: including revenue, contribution and financial administration metrics,
Safety Measures: including lost time and total case injury frequency metrics,
Customer Satisfaction Measures: including customer performance feedback,
Employee Retention and Development Metrics and
Progress being made in terms of specific long-term strategic initiatives.

The KPIs have been selected to underpin the Company’s core values and ensuring performance is aligned to the strategic direction of the business.

The aggregate of annual STI payments available for executives across the Company is subject to the approval of the remuneration committee. Payments made are usually delivered as a cash bonus.

100% of the cash bonus previously accrued in the 2011 financial year vested and was paid in the 2012 financial year. The amount payable for the 2012 financial year in relation to executives is $743,634 which has been fully accrued at 30 June 2012. This amount vested and was fully paid in July 2012 on approval by the remuneration committee. No amounts were forfeited.

Variable remuneration – Long term incentive (LTI)

Objective

The objective of the LTI plan is to retain and reward key employees in a manner which aligns this element of remuneration with the creation of shareholder wealth.

Structure

LTI grants to executives are delivered at the discretion of the remuneration committee in the form of options. The individual performance rating of each executive and the annual cost to the Company, on an individual basis, of any issue is taken into account when determining the amount, if any, of options granted. During the year ended 30 June 2012, there were 4,630,000 options granted under the Monadelphous Group Limited Employee Option Prospectus and 40,000 options granted under the Monadelphous Group Limited Employee Option Plan – October 2011. During the year ended 30 June 2012 1,150,000 options were granted to Key Management Personnel as disclosed in Table 3 on page 22. All executives are eligible to participate in the Monadelphous Group Limited Employee Option Plan.

In accordance with the rules of the Monadelphous Group Limited Employee Option Prospectus and Employee Option Plan, options may only be exercised in specified window periods (or at the discretion of the directors in particular circumstances):

25% 2 years after the options were issued 25% 3 years after the options were issued 50% 4 years after the options were issued

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

Executive remuneration (cont’d)

Variable remuneration – Long term incentive (LTI) (cont’d)

In addition, the ability to exercise options during each applicable window period is subject to the financial performance of the Company during the option vesting period. The options shall only be capable of exercise during that window period where the Company’s Earnings Per Share (EPS) metric is growing at a rate of at least 10% per year on average. If, however, this hurdle is not achieved for a particular window period, rather than lapsing, the options will be re-tested during all later window periods in respect of that issue and may become exercisable at that later date.

Hedging of equity awards

The Company prohibits executives from entering into arrangements to protect the value of unvested LTI awards. The prohibition includes entering into contracts to hedge their exposure to options awarded as part of their remuneration package.

Adherence to the policy is monitored on an annual basis and involves each KMP signing an annual declaration of compliance with the hedging policy.

Employment contracts

All executives have non-fixed term employment contracts. The Company or executive may terminate the employment contract by providing 1 to 3 months written notice. The Company may terminate the contract at any time without notice if serious misconduct has occurred.

Company performance

The profit after income tax expense and basic earnings per share for the Group for the last six years is as follows:

	2012	2011	2010	2009	2008	2007
	$‘000	$‘000	$’000	$’000	$’000	$’000
Profit after income tax expense	137,335	95,067	83,217	74,241	69,543	60,418
Basic earnings per share	155.24c	108.84c	96.86c	87.48c	83.21c	73.56c

A review of the Company’s performance and returns to shareholders over the last six years has been provided on page 9 of this report.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

Remuneration of Key Management Personnel

Table 1: Remuneration for the year ended 30 June 2012

	Short Term Benefits	Short Term Benefits	Short Term Benefits	Post Employment	Post Employment	Long Term Benefits	Share- Based Payments	Total $	Total Perform- ance Related %	Total Options Related %
	Salary & Fees $	Non Monetary $	Cash STI $	Super- annuation $	Retirement Benefits $	Long Service Leave $	Options LTI $
Non- Executive Directors
I. Tollman	66,000	830	-	-	-	-	-	66,830	-	-
P. J. Dempsey	109,951	1,383	-	9,908	-	-	-	121,242	-	-
C. P. Michelmore	100,000	1,258	-	-	-	-	-	101,258	-	-
Subtotal Non- Executive Directors	275,951	3,471	-	9,908	-	-	-	289,330	-	-
Executive Directors
C. G. B. Rubino	409,260	4,521	-	15,775	-	13,618	-	443,174	-	-
R. Velletri	837,978	17,801	300,000	15,775	-	48,460	466,892	1,686,906	45.46	27.68
Subtotal Executive Directors	1,247,238	22,322	300,000	31,550	-	62,078	466,892	2,130,080	36.00	21.92
Other Key Management Personnel
D. Foti	643,863	12,130	200,000	15,775	-	39,927	253,247	1,164,942	38.91	21.74
A. Erdash	506,924	11,818	100,000	15,775	-	19,031	147,274	800,822	30.88	18.39
C. Tabrett #	160,627	4,058	8,634	6,674	-	5,685	21,443	207,121	14.52	10.35
Z. Bebic	454,756	8,593	100,000	15,775	-	22,957	147,274	749,355	33.00	19.65
S. Murray	343,450	6,689	35,000	15,775	-	9,310	94,288	504,512	25.63	18.69
Subtotal Other Key Management Personnel	2,109,620	43,288	443,634	69,774	-	96,910	663,526	3,426,752	32.31	19.36
Total	3,632,809	69,081	743,634	111,232	-	158,988	1,130,418	5,846,162	32.06	19.34

C. Tabrett ceased to meet the definition of Key Management Personnel in December 2011 following the consolidation of the Eastern and Western regions of the Maintenance & Industrial Services division and the appointment of an Executive General Manager for the consolidated Maintenance & Industrial Services division. Remuneration receivable for the period up to the date of consolidation is disclosed in Table 1.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

Remuneration of Key Management Personnel (cont’d)

Table 2: Remuneration for the year ended 30 June 2011

	Short Term Benefits	Short Term Benefits	Short Term Benefits	Post Employment	Post Employment	Long Term Benefits	Share- Based Payments	Total $	Total Perform- ance Related %	Total Options Related %
	Salary & Fees $	Non Monetary $	Cash STI $	Super- annuation $	Retirement Benefits $	Long Service Leave $	Options LTI $
Non- Executive Directors
I. Tollman	60,000	768	-	-	-	-	-	60,768	-	-
P. J. Dempsey	100,917	1,292	-	9,083	-	-	-	111,292	-	-
C. P. Michelmore	90,000	1,152	-	-	-	-	-	91,152	-	-
Subtotal Non- Executive Directors	250,917	3,212	-	9,083	-	-	-	263,212	-	-
Executive Directors
C. G. B. Rubino	366,270	4,094	-	14,030	-	8,853	-	393,247	-	-
R. Velletri	747,356	17,205	220,000	15,199	-	43,733	138,966	1,182,459	30.36	11.75
Subtotal Executive Directors	1,113,626	21,299	220,000	29,229	-	52,586	138,966	1,575,706	22.78	8.82
Other Key Management Personnel
D. Foti	567,941	11,704	140,000	15,199	-	20,797	77,821	833,462	26.13	9.34
A. Erdash	395,145	11,236	70,000	15,199	-	10,195	38,910	540,685	20.14	7.20
M. Jansen *	-	-	-	-	-	-	-	-	-	-
C. Tabrett #	305,500	8,637	35,000	15,199	-	8,479	38,910	411,725	17.95	9.45
Z. Bebic	378,316	8,219	75,000	15,199	-	14,958	38,910	530,602	21.47	7.33
S. Murray	301,922	6,268	50,000	15,199	-	9,085	26,349	408,823	18.68	6.45
Subtotal Other Key Management Personnel	1,948,824	46,064	370,000	75,995	-	63,514	220,900	2,725,297	21.68	8.11
Total	3,313,367	70,575	590,000	114,307	-	116,100	359,866	4,564,215	20.81	7.88

C. Tabrett met the definition of Key Management Personnel from the date of his appointment as General Manager, Maintenance & Industrial Services Eastern Region on 1 July 2010. Remuneration received from the date of appointment is disclosed in Table 1.

M. Jansen resigned as General Manager, Maintenance & Industrial Services Eastern Region, effective from 1 July 2010.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

Remuneration of Key Management Personnel (cont’d)

Table 3: Compensation options: Granted during the year ended 30 June 2012

During and since the end of the financial year, an aggregate 1,150,000 options were granted to the following Key Management Personnel of the Company and its controlled entities as part of their remuneration.

			Terms and conditions for each Grant	Terms and conditions for each Grant	Terms and conditions for each Grant
	Granted Number	Grant Date	Weighted Average Fair Value per Option at Grant Date	Exercise Price per Option	Expiry Date	First Exercise Date	Last Exercise Date
Executive Directors
R. Velletri	400,000	23/11/2011	$4.05	$17.25	14/09/2015	1/09/2013	14/09/2015
Other Key Management Personnel
D. Foti	250,000	3/11/2011	$3.49	$17.25	14/09/2015	1/09/2013	14/09/2015
A. Erdash	150,000	3/11/2011	$3.49	$17.25	14/09/2015	1/09/2013	14/09/2015
C. Tabrett	100,000	3/11/2011	$3.49	$17.25	14/09/2015	1/09/2013	14/09/2015
Z. Bebic	150,000	3/11/2011	$3.49	$17.25	14/09/2015	1/09/2013	14/09/2015
S. Murray	100,000	3/11/2011	$3.49	$17.25	14/09/2015	1/09/2013	14/09/2015
Total	1,150,000

During the financial year ended 30 June 2011, no options were granted as equity compensation benefits to Key Management Personnel.

Table 4: Shares issued on exercise of compensation options during the year ended 30 June 2012

30 June 2012 Directors R. Velletri ^ Executives D. Foti ^ A. Erdash ^ C. Tabrett ^ Z. Bebic ^ S. Murray ^ Total	Options Vested Number Options Exercised Number Shares Issued Number Paid $ per Share 125,000 125,000 125,000 10.00 70,000 70,000 70,000 10.00 35,000 35,000 35,000 10.00 35,000 35,000 35,000 10.00 35,000 35,000 35,000 10.00 17,500 17,500 17,500 10.00 317,500 317,500 317,500

^ On 7 September 2011, the date of exercise of the above options, the closing share price was $19.49.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (Audited) (cont’d)

Remuneration of Key Management Personnel (cont’d)

*Table 5: Shares issued on exercise of compensation options during the year ended 30 June 2011*	*Table 5: Shares issued on exercise of compensation options during the year ended 30 June 2011*
30 June 2011 Directors R. Velletri ^ Executives D. Foti ^ A. Erdash ^ C. Tabrett ^ Z. Bebic ^ S. Murray S. Murray ^ Total*	Options Vested Number Options Exercised Number Shares Issued Number Paid $ per Share 125,000 125,000 125,000 10.00 70,000 70,000 70,000 10.00 35,000 35,000 35,000 10.00 35,000 35,000 35,000 10.00 35,000 35,000 35,000 10.00 25,000 25,000 25,000 9.06 17,500 17,500 17,500 10.00 342,500 342,500 342,500

^ On 8 September 2010, the date of exercise of the above options, the closing share price was $14.70.

On 6 January 2011, the date of exercise of the above options, the closing share price was $18.15.

END OF REMUNERATION REPORT

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

DIRECTORS’ MEETINGS

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director was as follows:

			Meetings of Committees	Meetings of Committees
	Directors’	Audit	Remuneration	Nomination
	Meetings
Number of meetings held:	18	4	4	1
Number of meetings attended:
C. G. B. Rubino	17	-	-	1
R. Velletri	18	-	-	-
I. Tollman	18	4	4	-
P. J. Dempsey	18	4	4	1
C. P. Michelmore	18	4	4	1

COMMITTEE MEMBERSHIP

As at the date of this report, the Company had an audit committee, a remuneration committee and a nomination committee.

Members acting on the committees of the Board during the year were:


Audit	Remuneration	Nomination
P. J.Dempsey (c)	C.P.Michelmore(c)	C. G.B.Rubino(c)
I.Tollman	P. J.Dempsey	C.P.Michelmore
C.P.Michelmore	I.Tollman	P. J.Dempsey

Note: (c) Designates the chair of the committee.

ROUNDING

The amounts contained in this report and in the financial report have been rounded to the nearest thousand dollars ($’000) (where rounding is applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies.

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Monadelphous Group Limited support and have adhered to the principles of Corporate Governance.

The Company’s Corporate Governance Statement is detailed on page 90 of this report.

MONADELPHOUS GROUP LIMITED DIRECTORS’ REPORT (continued)

AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES

The directors received the following declaration from the auditor of Monadelphous Group Limited.

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Auditor’s Independence Declaration to the Directors of Monadelphous Group Limited

In relation to our audit of the financial report of Monadelphous Group Limited for the financial year ended 30 June 2012, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

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Ernst & Young

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G H Meyerowitz Partner 20 August 2012

Liability limited by a scheme approved under Professional Standards Legislation

Non-Audit Services

The following non-audit services were provided by the entity’s auditor, Ernst & Young. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The nature and scope of each type of non-audit service provided means that auditor independence was not compromised.

Ernst & Young received or are due to receive the following amounts for the provision of non-audit services:

services:
Tax compliance services Assurance related	$ 35,918 5,665
	41,583

Signed in accordance with a resolution of the directors.

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C. G. B. Rubino Chairman Perth, 20 August 2012

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MONADELPHOUS GROUP LIMITED DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of Monadelphous Group Limited, I state that:

1) In the opinion of the directors:
(a) the financial statements, notes and the additional disclosures included in the Directors’ Report designated as audited, of the consolidated entity are in accordance with the Corporations Act 2001 including:
- (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and
- (ii) complying with Accounting Standards and Corporations Regulations 2001 ; and
(b) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable; and
(c) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2.
2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2012.
3) In the opinion of the directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 26 will be able to meet any obligations or liabilities to which they are or may become subject to, by virtue of the Deed of Cross Guarantee.

On behalf of the Board

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C. G. B. Rubino Chairman Perth, 20 August 2012

MONADELPHOUS GROUP LIMITED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2012

Notes Continuing Operations REVENUE 3(a) Cost of services rendered GROSS PROFIT Other income 3(b) Profit on sale of available-for-sale financial assets 9 Business development and tender expenses Occupancy expenses Administrative expenses Finance costs 3(c) Other expenses 3(d) PROFIT BEFORE INCOME TAX Income tax expense 4 PROFIT AFTER INCOME TAX PROFIT ATTRIBUTABLE TO MEMBERS OF MONADELPHOUS GROUP LIMITED 17(a) Basic earnings per share (cents per share) 22 Diluted earnings per share (cents per share) 22	Consolidated 2012 $’000 2011 $’000 1,904,984 1,449,252 (1,675,069) (1,268,048)
	229,915 181,204 2,837 1,855 16,262 - (18,262) (15,278) (3,035) (2,362) (35,650) (28,633) (3,447) (2,672) (1,361) (2,538)
	187,259 131,576 (49,924) (36,509)
	137,335 95,067
	137,335 95,067
	155.24 108.84 152.05 106.87

MONADELPHOUS GROUP LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012

NET PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME Net fair value (loss)/gain on available-for-sale financial assets Reclassification adjustment for gains included in the income statement Foreign currency translation Income tax on items of other comprehensive income OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO MEMBERS OF MONADELPHOUS GROUP LIMITED	Consolidated 2012 $’000 2011 $’000 137,335 95,067 (1,444) 8,995 (16,262) - 69 38 5,311 (2,698)
	(12,326) 6,335
	125,009 101,402

NET PROFIT FOR THE PERIOD
OTHER COMPREHENSIVE INCOME
Net fair value (loss)/gain on available-for-sale financial assets
Reclassification adjustment for gains included in the income
statement
Foreign currency translation
Income tax on items of other comprehensive income
OTHER COMPREHENSIVE INCOME FOR THE PERIOD,
NET OF TAX
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
ATTRIBUTABLE TO MEMBERS OF MONADELPHOUS
GROUP LIMITED

Consolidated
2012
$’000
2011
$’000
137,335
95,067
(1,444)
8,995
(16,262)
-
69
38
5,311
(2,698)

(12,326)
6,335

125,009
101,402

MONADELPHOUS GROUP LIMITED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012

Notes ASSETS Current assets Cash and cash equivalents 18(b) Trade and other receivables 6 Inventories 7 Derivative financial instruments 8 Total current assets Non-current assets Available-for-sale financial assets 9 Property, plant and equipment 10 Deferred tax assets 4 Intangible assets and goodwill 11 Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables 13 Interest bearing loans and borrowings 14 Income tax payable 4 Provisions 15 Total current liabilities Non-current liabilities Interest bearing loans and borrowings 14 Provisions 15 Deferred tax liabilities 4 Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 16 Reserves 17 Retained earnings 17 TOTAL EQUITY	Consolidated 2012 $’000 2011 $’000 203,556 172,479 239,595 168,028 72,090 26,134 433 -
	515,674 366,641
	- 25,875 141,102 113,442 29,215 24,933 5,918 5,349
	176,235 169,599
	691,909 536,240
	280,686 183,264 18,783 13,654 15,678 17,920 93,578 93,637
	408,725 308,475
	31,838 29,302 5,427 5,106 277 123
	37,542 34,531
	446,267 343,006
	245,642 193,234
	57,876 46,612 26,231 29,326 161,535 117,296
	245,642 193,234

MONADELPHOUS GROUP LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2012

Consolidated At 1 July 2011 Other comprehensive income Profit for the period Total comprehensive income for the period Transactions with owners in their capacity as owners Share-based payments Exercise of employee options Deferred tax asset recognised on Employee Share Trust Dividends paid At 30 June 2012	Attributable to equity holders
	Issued Capital Net Unrealised Gains Reserve Share- Based Payment Reserve Foreign Currency Translation Reserve Retained Earnings Total $’000 $’000 $’000 $’000 $’000 $’000 46,612 12,395 17,210 (279) 117,296 193,234 - (12,395) - 69 - (12,326) - - - - 137,335 137,335
	- (12,395) - 69 137,335 125,009
	- - 4,678 - - 4,678 11,264 - - - - 11,264 - - 4,553 - - 4,553 - - - - (93,096) (93,096)
	57,876 - 26,441 (210) 161,535 245,642

Consolidated At 1 July 2010 Other comprehensive income Profit for the period Total comprehensive income for the period Transactions with owners in their capacity as owners Share-based payments Exercise of employee options Shares issued on acquisition of subsidiary Deferred tax asset recognised on Employee Share Trust Dividends paid At 30 June 2011	Attributable to equity holders
	Issued Capital Net Unrealised Gains Reserve Share- Based Payment Reserve Foreign Currency Translation Reserve Retained Earnings Total $’000 $’000 $’000 $’000 $’000 $’000 30,083 6,098 9,152 (317) 99,270 144,286 - 6,297 - 38 - 6,335 - - - - 95,067 95,067
	- 6,297 - 38 95,067 101,402
	- - 2,726 - - 2,726 11,123 - - - - 11,123 5,406 - - - - 5,406 - - 5,332 - - 5,332 - - - - (77,041) (77,041)
	46,612 12,395 17,210 (279) 117,296 193,234

MONADELPHOUS GROUP LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012

Notes CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Borrowing costs Other income Income tax paid NET CASH FLOWS FROM OPERATING ACTIVITIES 18(a) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment 10(c) Purchase of property, plant and equipment Proceeds from disposal of available-for-sale financial assets Dividends received Acquisition of subsidiary 28 NET CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Dividend paid Proceeds from issue of shares Proceeds from borrowings Repayment of borrowings Payment of finance leases NET CASH FLOWS USED IN FINANCING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS Net foreign exchange differences Cash and cash equivalents at beginning of period CASH AND CASH EQUIVALENTS AT END OF PERIOD 18(b)	Consolidated 2012 $’000 2011 $’000 2,029,173 1,560,124 (1,849,459) (1,403,578) 6,667 5,164 (3,447) (2,672) 1,954 1,855 (46,244) (35,694)
	138,644 125,199
	20,880 17,018 (54,564) (31,129) 24,431 - 777 - (4,434) (7,218)
	(12,910) (21,329)
	(93,096) (77,041) 11,264 11,123 5,207 - (716) (71) (16,421) (12,975)
	(93,762) (78,964)
	31,972 24,906 (895) (1,619) 172,479 149,192
	203,556 172,479

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. CORPORATE INFORMATION

The financial report of Monadelphous Group Limited (the Company) for the year ended 30 June 2012 was authorised for issue in accordance with a resolution of directors on 20 August 2012.

Monadelphous Group Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange.

The nature of the operations and principal activities of the Group are described in the Directors’ Report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 , Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board as applicable to a for-profit entity. The financial report has also been prepared on a historical cost basis, except for derivative financial instruments and available-for-sale investments, which have been measured at fair value.

The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Company under ASIC Class Order 98/100. The Company is an entity to which the class order applies.

a) Compliance with IFRS

The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

b) Changes in accounting policies

Australian Accounting Standards and Interpretations that have recently been issued or amended and are effective 1 July 2011 have resulted in no material changes in accounting policies and therefore no material impact on Monadelphous Group Limited’s financial performance or position for the year ended 30 June 2012.

Monadelphous Group Limited and its subsidiaries (‘the Group’) has adopted all new and amended Australian Standards and Interpretations mandatory for reporting periods beginning on or after 1 July 2011, including:

AASB 124 (Revised) Related Party Disclosures
AASB 2009-12 Amendments to Australian Accounting Standards
AASB 2010-4 Amendments to Australian Accounting Standards arising from the Annual Improvements Project
AASB 2010-5 Amendments to Australian Accounting Standards
AASB 1054 Australian Additional Disclosures
AASB 2010-6 Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

c) New accounting standards and interpretations

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2012. Relevant standards and interpretations are outlined below:

Reference	Title	Application date of standard	Application date for Group	Impact on the Group financial report
AASB 2010-8	Amendments to Australian Accounting Standards – Deferred Tax: Recovery of UnderlyingAssets	1 January 2012	1 July 2012	No material impact on the Group expected based on analysis to date.
AASB 2011-9	Amendments to Australian Accounting Standards – Presentation of Other Comprehensive Income	1 July 2012	1 July 2012	This standard amends disclosure requirements only. No material impact on the Group expected based on analysis to date.
AASB 10	Consolidated Financial Statements	1 January 2013	1 July 2013	The Group has not yet determined the extent of the impact of the amendments,if any,.
AASB 11	Joint Arrangements	1 January 2013	1 July 2013	The Group has not yet determined the extent of the impact of the amendments,if any.
AASB 12	Disclosure of Interests in Other Entities	1 January 2013	1 July 2013	This standard amends disclosure requirements only. The Group has not yet determined the extent of the impact of the amendments, if any.
AASB 13	Fair Value Measurement	1 January 2013	1 July 2013	No material impact on the Group expected based on analysis to date.
AASB 119	Employee Benefits	1 January 2013	1 July 2013	The revised standard changes the definition of short-term employee benefits. The distinction between short-term and other long-term employee benefits is now based on whether the benefits are expected to be settled wholly within 12 months after the reporting date. This may affect the measurement of some employee benefit provisions in the statement of financialposition.
AASB 1053	Application of Tiers of Australian Accounting Standards	1 July 2013	1 July 2013	No material impact on the Group expected based on analysis to date.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

c) New accounting standards and interpretations (cont’d)

Reference	Title	Application date of standard	Applicatio n date for Group	Impact on the Group financial report
AASB 2012-2	Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial Assets and Financial Liabilities	1 January 2013	1 July 2013	The Group has not yet determined the extent of the impact of the amendments, if any, as the application date is not yet in effect.
AASB 9	Financial Instruments	1 January 2013 *	1 July 2013	The Group has not yet determined the extent of the impact of the amendments.
AASB 2012-5	Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle	1 January 2013	1 July 2013	The Group has not yet determined the extent of the impact of the amendments.
AASB 2012-3	Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities	1 January 2014	1 July 2014	The Group has not yet determined the extent of the impact of the amendments, if any, as the application date is not yet in effect.

AASB ED 215 Mandatory effective date of IFRS 9 proposes to defer the mandatory effective date of AASB 9 from annual periods beginning 1 January 2013 to annual periods beginning on or after 1 January 2015, with early adoption permitted. At the time of preparation, finalisation of the standard is still pending by the AASB. However the IASB has deferred the mandatory effective date of IFRS 9 to annual periods beginning on or after 1 January 2015, with early application permitted.

d) Basis of consolidation

The consolidated financial statements comprise the financial statements of Monadelphous Group Limited and its subsidiaries as at 30 June each year (‘the Group’).

The financial statements of subsidiaries are prepared for the same reporting period as the parent Company, using consistent accounting policies.

In preparing the consolidated financial statements, all inter-company balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired and the liabilities assumed. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values (see note 2(e)).

The difference between the above items and the fair value of the consideration (including the fair value of any pre-existing investment in the acquiree) is goodwill or a discount on acquisition.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

e) Business combinations

Subsequent to 1 July 2009

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer. Acquisition-related costs are expensed as incurred.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be a financial asset or liability will be recognised in accordance with AASB 139 whether in the income statement or in other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured.

Prior to 1 July 2009

The purchase method of accounting was used to account for all business combinations. Cost was measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the combination at the date of exchange.

Except for non-current assets or disposal groups classified as held for sale (which were measured at fair value less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination were measured initially at their fair values at the acquisition date.

f) Foreign currency translation

Functional and presentation currency

Each entity in the Group determines its own functional currency.

Both the functional and presentation currencies of Monadelphous Group Limited, its Australian subsidiaries and its Papua New Guinea subsidiary (Monadelphous PNG Ltd) are Australian dollars (A$).

The functional currency of the New Zealand subsidiary (Skystar Airport Services NZ Pty Ltd) is New Zealand dollars (NZ$), the Hong Kong subsidiary (Moway International Limited) is United States dollars (US$) and the Chinese subsidiary (Moway AustAsia Steel Structures Trading (Beijing) Company Limited) is Chinese Renminbi (RMB).

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

f) Foreign currency translation (cont’d)

Transactions and balances

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Translation of Group companies’ functional currency to presentation currency

As at the reporting date the assets and liabilities of the New Zealand, Hong Kong and Chinese subsidiaries are translated into the presentation currency of Monadelphous Group Limited at the rate of exchange ruling at the reporting date and the income statements are translated at the weighted average exchange rates for the year.

Exchange variations arising from the translation are recognised in the foreign currency translation reserve in equity.

g) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand and short term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

h) Trade and other receivables

Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. An allowance for impairment loss is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

Collectability of trade receivables is reviewed on an ongoing basis at a Company and business unit level. Individual debts that are known to be uncollectable are written off when identified. An impairment provision is recognised where there is objective evidence that the Group will not be able to collect the receivables. Financial difficulties of the debtor, default payments, historical bad debt performance or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate.

i)

Inventories

Construction work-in-progress is stated at the aggregate of contract costs incurred to date plus profits recognised to date less recognised losses and progress billings. Costs include all costs directly related to specific contracts.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

j) Derivative financial instruments

The Group uses derivative financial instruments (including forward currency contracts) to manage its risks associated with foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered and are subsequently remeasured to fair value. These derivatives do not qualify for hedge accounting and changes in fair value are recognised immediately in the income statement.

Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the income statement for the year.

The fair values of forward currency contracts are calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

k) Investments and other financial assets

Investments and financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are categorised as either financial assets at fair value through the profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. The group determines the classification of its financial assets at initial recognition.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of assets not at fair value through the profit or loss, directly attributable transaction costs.

Recognition and Derecognition

All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the market place. Financial assets are derecognised when the right to receive cash flows from the financial assets has expired or been transferred.

(i) Financial assets at fair value through the profit or loss

Financial assets classified as held for trading are included in the category ‘financial assets at fair value through the profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term with the intention of making a profit. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on financial assets held for trading are recognised in the income statement and the related assets are classified as current assets in the statement of financial position.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired. These are included in current assets, except for those with maturities greater than 12 months after balance date, which are classified as non-current.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

k) Investments and other financial assets (cont’d)

(iii) Available-for-sale securities

Available-for-sale securities are those non-derivative financial assets, principally equity securities that are designated as available-for-sale, or are not classified in any of the two preceding categories or held to maturity. After initial recognition, available-for-sale securities are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in the income statement.

The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the reporting date. For investments with no active market, fair values are determined using valuation techniques. Such techniques include: using recent arm's length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible and keeping judgemental inputs to a minimum.

l) Property, plant and equipment

All classes of property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the income statement as incurred.

Depreciation is calculated on a diminishing balance method on all plant and equipment acquired before 1 July 1996 and a straight line basis for all acquisitions on or after 1 July 1996, and a straight line basis on all property other than freehold land.

Major depreciation periods are:

		2012	2011
�	Buildings	40 years	40 years
�	Plant and equipment	3 to 15 years	3 to 15 years

The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.

Derecognition

An item of property, plant and equipment is de-recognised upon disposal or when no further future economic benefits are expected from its use or disposal.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

m) Impairment of non-financial assets other than goodwill

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists or when annual impairment testing for an asset is required, the Group makes a formal estimate of the recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value.

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement.

n) Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Finance leases

Leases which effectively transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item are classified as finance leases. The financed asset is stated at the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. An interest bearing liability of equal value is also recognised at inception. Minimum lease payments are apportioned between the finance charge and the reduction of the lease liability.

The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in the income statement.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating leases

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. The minimum lease payments of operating leases are recognised as an expense on a straight line basis over the lease term.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

o) Interest in jointly controlled operations

The group has interests in joint ventures that are jointly controlled operations. A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. A jointly controlled operation involves use of assets and other resources of the venturers rather than the establishment of a separate entity. The Group recognises its interest in the jointly controlled operation by recognising the assets it controls and the liabilities it incurs in respect of the joint venture. The Group also recognises the expenses that it incurs and its share of the income that it earns from the sale of goods and services by the jointly controlled operation.

p) Interest in jointly controlled assets

The Group recognises it share of assets, liabilities, expenses and income from the use and output of jointly controlled assets.

q) Goodwill and intangibles

Goodwill

Goodwill acquired in a business combination is initially measured at cost being the excess of the consideration over the fair value of the Group’s identifiable assets acquired and liabilities assumed.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

For the purpose of impairment testing, goodwill acquired in a business combination, is, from the acquisition date, allocated to each of the Group’s cash-generating units or groups of cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cashgenerating units), to which the goodwill relates. When the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised.

The recoverable amount of each cash-generating unit is determined based on a value in use calculation using cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are not used in the calculation.

When goodwill forms part of a cash-generating unit (group of cash-generating units) and an operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

Impairment losses recognised for goodwill are not subsequently reversed.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

q) Goodwill and intangibles (cont’d)

Intangibles

Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.

The useful lives of intangible assets are assessed to be finite. The intangible assets are amortised over their useful life. They are tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for the intangible assets is reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets is recognised in the income statement in the expense category consistent with the function of the intangible asset.

r) Trade and other payables

Trade and other payables are carried at amortised cost and are not discounted due to their short term nature. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 to 45 days of recognition.

Monadelphous Group Limited and the controlled entities subject to Class Order 98/1418 (refer to Note 26 for further details), entered into a deed of indemnity on 9 June 2011 and 1 June 2012. The effect of the deed is that Monadelphous Group Limited has guaranteed to pay any deficiency in the event of winding up of these controlled entities. The controlled entities have also given a similar guarantee in the event that Monadelphous Group Limited is wound up.

s) Interest bearing loans and borrowings

Interest bearing loans and borrowings are initially recognised at fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Gains or losses are recognised in the income statement when the liabilities are derecognised.

The Group does not currently hold qualifying assets but, if it did, the borrowing costs directly associated with the asset would be capitalised (including any other associated costs directly attributable to the borrowing and temporary investment income earned on the borrowing). All other borrowing costs are expensed as incurred.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

t) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

Provisions are measured at the present value of management’s best estimate of the expenditure to settle the present obligation at the reporting date using a discounted cash flow methodology. The risks specific to the provision are factored into the cash flows and as such a risk-free government bond rate relevant to the expected life of the provision is used as a discount rate. The increase in the provision resulting from the passage of time is recognised as a finance cost.

A provision for dividends is not recognised as a liability unless the dividends are declared on or before the reporting date.

u) Employee benefits

(i) Wages, salaries, annual leave, rostered days off, sick leave, project incentives and project redundancies Liabilities for wages and salaries, annual leave, rostered days off, vesting sick leave, project incentives and project redundancies due to be settled within twelve months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liability is settled. Expenses for non-vesting sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised and measured as the present value of the expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds, which have terms to maturity approximating the estimated future cash outflows.

(iii) Defined contribution superannuation plans

Obligations for contributions to defined contribution plans are recognised as an expense in the income statement as incurred.

(iv) Workers compensation

It is customary for all entities within the Engineering and Construction industry to be covered by workers’ compensation insurance. Payments under these policies are calculated differently depending on which state of Australia the entity is operating in. Premiums are generally calculated based on actual wages paid and claims experience. Wages are estimated at the beginning of each reporting period. Final payments are made when each policy is closed out based on the difference between actual wages and the original estimated amount. The amount of each payment varies depending on the number of incidents recorded during each period and the severity thereof. The policies are closed out within a five year period through negotiation with the relevant insurance company. The provision has been created to cover the expected costs associated with closing out each insurance policy and is adjusted accordingly based on the actual payroll incurred and the severity of incidents that have occurred during each period.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

v) Share-based payment transactions

The Group provides benefits to employees (including Key Management Personnel) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

Monadelphous Group Limited provides benefits to employees through the Monadelphous Group Limited Employee Option Plan and the Monadelphous Group Limited Employee Option Prospectus.

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date on which they are granted. The fair value is determined by an external valuer using a binomial model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Monadelphous Group Limited (market conditions), if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date).

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to market condition is considered to vest irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of an original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Shares in the Group reacquired on-market and held by Monadelphous Group Limited Employee Share Trust are classified and disclosed as reserved shares and deducted from equity.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

w) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognised directly in equity as a deduction, net of tax, from the proceeds.

Reserved shares

The Group’s own equity instruments, which are reacquired for later use in employee share-based payment arrangements (reserved shares) are deducted from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group’s own equity instruments.

x) Revenue recognition

Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Rendering of Services

Where the contract outcome can be reliably measured:

revenue is recognised after services have been rendered to the customer for maintenance contracts or for construction contracts refer to the accounting policy for construction contracts, for method of revenue recognition.

Where the contract outcome cannot be reliably measured:

contract costs are recognised as an expense as incurred, and where it is probable that the costs will be recovered, revenue is recognised only to the extent that costs have been incurred.

Dividends

Revenue is recognised when the Group’s right to receive the dividend payment is established.

Interest income

Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

y) Construction contracts

When accounting for construction contracts, the contracts are either combined or segmented if this is deemed necessary to reflect the substance of the agreement.

Revenue arising from fixed price contracts is recognised in accordance with the percentage of completion method. Stage of completion is agreed with the customer on a work certified to date basis, as a percentage of the overall contract.

Revenue from cost plus contracts is recognised by reference to the recoverable costs incurred plus a percentage of fees earned during the financial year. The percentage of fee earned during the financial year is based on the stage of completion of the contract.

Where a loss is expected to occur from a construction contract the excess of the total expected contract costs over expected contract revenue is recognised as an expense immediately.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

z) Taxation

Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates and interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

z) Taxation (cont’d)

Tax consolidation legislation

Monadelphous Group Limited and its wholly-owned Australian controlled entities formed a tax consolidated group on 1 July 2003. The head entity, Monadelphous Group Limited and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the separate taxpayer within group method in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group.

In addition to its own current and deferred tax amounts, Monadelphous Group Limited also recognised the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details of the tax funding agreement are disclosed in note 4.

Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.

Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

aa) Earnings per share

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted EPS is calculated as net profit attributable to members of the parent, adjusted for:

costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

ab) Significant accounting judgements, estimates and assumptions

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods.

Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements.

Impairment of non-financial assets other than goodwill

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined.

Impairment of goodwill and intangibles with indefinite useful lives

The group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill and intangibles with indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill and intangibles with indefinite useful lives are discussed in note 11.

Impairment of available-for-sale assets

After initial recognition available-for-sale securities are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in the income statement.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instrument at the date on which they are granted. The fair value is determined by an external valuer using a binomial model, using the assumptions detailed in note 23. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amount of assets and liabilities within the next annual reporting period but may impact expenses and equity.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

ab) Significant accounting judgements, estimates and assumptions (cont’d)

Taxation

Judgement is required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependent on the generation of sufficient future taxable profits.

Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognised on the statement of financial position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustments, resulting in a corresponding credit or charge to the income statement.

Construction contracts

When accounting for construction contracts, the contracts are either combined or segmented if this is deemed necessary to reflect the substance of the agreement. Revenue arising from fixed price contracts is recognised in accordance with the percentage of completion method. Stage of completion is agreed with the customer on a work certified to date basis, as a percentage of the overall contract. Revenue from cost plus contracts is recognised by reference to the recoverable costs incurred plus a percentage of fees earned during the financial year. The percentage of fee earned during the financial year is based on the stage of completion of the contract. Where a loss is expected to occur from a construction contract the excess of the total expected contract costs over expected contract revenue is recognised as an expense immediately.

Workers compensation

ac) Comparatives

Comparative amounts have been reclassified for consistency with current year disclosures.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 3. REVENUES AND EXPENSES (a) Revenue Rendering of services Finance revenue Dividends received (b) Other income Net gains on disposal of property, plant and equipment Other income (c) Finance costs Bank loans and overdrafts Finance charges payable under finance leases and hire purchase contracts (d) Other expenses Net foreign exchange losses Adjustment to contingent consideration of acquisition 28 Other (e) Depreciation and amortisation Depreciation expense Amortisation of intangible assets (f) Employee benefits expense Employee benefits expense Defined contribution superannuation expense Share based payment expense (g) Lease payments and other expenses included in the income statement Minimum lease payments – operating lease Impairment allowance for bad and doubtful debts Net gain on held for trading foreign currency derivatives	Consolidated 2012 $’000 2011 $’000 1,897,490 1,443,896 6,717 5,356 777 -
	1,904,984 1,449,252
	883 - 1,954 1,855
	2,837 1,855
	128 56 3,319 2,616
	3,447 2,672
	965 1,654 - 694 396 190
	1,361 2,538
	26,541 23,341 2,195 1,074
	28,736 24,415
	897,048 757,626 46,028 42,011 4,678 2,726
	947,754 802,363
	16,127 14,582 1,111 601 (433) -

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 4. INCOME TAX (a) Income tax expense The major components of income tax expense are: Income statement Current income tax Current income tax charge Adjustments in respect of current income tax of previous years Deferred income tax Relating to origination and reversal of temporary differences Adjustments in respect of deferred income tax of previous years Income tax expense reported in the income statement (b) Amounts charged or credited directly to equity Deferred income tax related to items charged (credited) directly to equity – see note 17 Net unrealised gains reserve Share-based payment reserve Income tax benefit reported in equity (c) Numerical reconciliation between aggregate tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit before income tax At the Parent Entity’s statutory income tax rate of 30% (2011: 30%) - Adjustments in respect of current and deferred income tax of previous years - General business tax break - Share based payment expense - Other Aggregate income tax expense	Consolidated 2012 $’000 2011 $’000 55,939 48,445 (8,767) (3,606) 1,745 (7,952) 1,007 (378)
	49,924 36,509
	(5,312) 2,698 (4,553) (5,332)
	(9,865) (2,634)
	187,259 131,576
	56,178 39,473 (7,760) (3,984) - (36) (221) 221 1,727 835
	49,924 36,509

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

4. INCOME TAX (cont’d)

(d) Recognised deferred tax assets and liabilities

2012 $’000 Current Income Tax (17,920) - (47,172) 3,170 46,244	Consolidated 2012 $’000 Deferred Income Tax 2011 $’000 Current Income Tax 24,810 (8,906) 185 (1,649) (2,752) (44,839) 6,695 1,777 - 35,697	Consolidated 2012 $’000 Deferred Income Tax 2011 $’000 Current Income Tax 24,810 (8,906) 185 (1,649) (2,752) (44,839) 6,695 1,777 - 35,697	2011 $’000 Deferred Income Tax 15,882 (257) 8,330 857 (2)
(15,678)	28,938	(17,920)	24,810
	29,215 (277)	24,933 (123) 24,810 Consolidated 2012 $’000 2011 $’000 4,528 4,531 - 5,312 972 -	24,933 (123)
	28,938		24,810

		5,500 9,843
		5,223 9,720
		277 123
		25,031 28,203 9,305 6,298 102 152
		34,438 34,653
		5,223 9,720
		29,215 24,933

(e) Unrecognised temporary differences

At 30 June 2012, there are no unrecognised temporary differences associated with the Group’s investments in subsidiaries, as the Group has no liability for additional taxation should unremitted earnings be remitted (2011: $nil).

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

4. INCOME TAX (cont’d)

(f) Tax consolidation

(i) Members of the tax consolidated group and the tax sharing agreement

Monadelphous Group Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 1 July 2003. Monadelphous Group Limited is the head entity of the tax consolidated group. Members of the Group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote.

(ii) Tax effect accounting by members of the tax consolidated group

The head entity and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the separate taxpayer within group approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. The current and deferred tax amounts are measured in a systematic manner that is consistent with the broad principles in AASB 112 Income Taxes .

Nature of the tax funding agreement

Members of the tax consolidated group have entered into a tax funding agreement. Under the funding agreement the funding of tax within the Group is based on the separate taxpayer within group method of allocation. The tax funding agreement requires payments to/from the head entity to be recognised via an inter-company loan account.

5. DIVIDENDS PAID AND PROPOSED (a) Recognised amounts Declared and paid during the year (i) Current year interim Interim franked dividend for 2012 (50 cents per share) (2011: 40 cents per share) (ii) Previous year final Final franked dividend for 2011 (55 cents per share) (2010: 48 cents per share final) (b) Unrecognised amounts Current year final Final franked dividend for 2012 (75 cents per share) (2011: 55 cents per share)	Consolidated 2012 $’000 2011 $’000 44,337 35,031
	48,759 42,010
	66,506 48,167

5.
DIVIDENDS PAID AND PROPOSED
(a)
Recognised amounts
Declared and paid during the year
(i)
Current year interim
Interim franked dividend for 2012 (50 cents per
share) (2011: 40 cents per share)
(ii)
Previous year final
Final franked dividend for 2011 (55 cents per
share) (2010: 48 cents per share final)
(b)
Unrecognised amounts
Current year final
Final franked dividend for 2012 (75 cents per
share) (2011: 55 cents per share)

Consolidated
2012
$’000
2011
$’000
44,337
35,031

48,759
42,010

66,506
48,167

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

		Consolidated	Consolidated
		2012	2011
		$’000	$’000
5.	DIVIDENDS PAID AND PROPOSED (cont’d)
(c)	Franking credit balance
	The amount of franking credits
	available for the subsequent financial
	year are:
	- franking account balance as at the
	end of the financial year	56,448	50,252
	- franking credits that will arise
	from the payment of income tax
	payable as at the end of the
	financial year	12,252	17,410
		68,700	67,662
	The amount of franking credits
	available for future reporting periods:
	- impact on the franking account of
	dividends proposed or declared
	before the financial report was
	authorised for issue but not
	recognised as a distribution to equity
	holders during the period	(28,502)	(20,643)
		40,198	47,019
(d)	Tax rates
The	tax rate at which paid dividends have been franked is 30%	(2011: 30%). Dividends	payable will be
franked at the rate of 30% (2011: 30%).

Notes 6. TRADE AND OTHER RECEIVABLES CURRENT Trade receivables Less allowance for impairment loss 6(a) Other debtors 6(b)	Consolidated 2012 $’000 2011 $’000 218,197 143,458 (4,246) (3,135)
	213,951 140,323 25,644 27,705
	239,595 168,028

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

6. TRADE AND OTHER RECEIVABLES (cont’d)

a) Allowance for impairment loss

Trade receivables are generally on 30 day terms from end of month. An allowance for impairment loss is recognised when there is objective evidence that trade receivables may be impaired. An impairment loss of $1,111,000 (2011: $601,000) has been recognised by the Group in the current year. These amounts have been included in the administrative expenses item in the income statement.

Movements in the allowance for impairment loss were as follows: Balance at the beginning of the year Charge for the year Balance at the end of the year	Consolidated 2012 $’000 2011 $’000 3,135 2,534 1,111 601
	4,246 3,135

Impaired trade receivables:

At 30 June 2012, the current trade receivables of the Group were $218,197,000 (2011: $143,458,000). The amount of the allowance for impairment loss was $4,246,000 (2011: $3,135,000). An impairment provision is recognised where there is objective evidence that the Group will not be able to collect the receivables. Financial difficulties of the debtor, default payments, historical bad debt performance or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate.

Past due not impaired:

At 30 June 2012, the ageing of receivables past due but not considered impaired is as follows:

31 – 60 Days 61 – 90 Days 91+ Days TOTAL	Consolidated 2012 $’000 2011 $’000 57,647 30,449 6,781 5,085 4,052 1,235
	68,480 36,769

Payment terms on these amounts have not been re-negotiated however credit has been stopped where the credit limit has been exceeded. In this case, payment terms will not be extended. Each business unit has been in direct contact with the relevant debtor and is satisfied that payment will be received.

Receivables not impaired or past due:

Other balances within trade and other receivables do not contain impaired assets and are not past due. It is expected that these other balances will be received when due.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

6. TRADE AND OTHER RECEIVABLES (cont’d)

a) Allowance for impairment loss (cont’d)

The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Publicly available credit information from recognised providers is utilised for this purpose where available. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.

(b) Other debtors

Other debtors, which includes accrued sales, are non-interest bearing and have repayment terms between 30 to 60 days.

(c) Fair value, credit risk, foreign exchange risk and interest rate risk

Details regarding fair value and credit, foreign exchange and interest rate risk are disclosed in note 29.

Notes 7. INVENTORIES Construction work in progress Cost incurred to date plus profit recognised Consideration received and receivable as progress billings Amounts due to customers 7(a),13 Amounts due from customers	Consolidated 2012 $’000 2011 $’000 2,481,387 1,714,594 (2,567,499) (1,832,927)
	(86,112) (118,333) 158,202 144,467
	72,090 26,134

(a) Advances received for construction work not yet commenced or for committed subcontractor work not yet received are recognised as a current liability in trade and other payables. Refer note 13.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

8. DERIVATIVE FINANCIAL INSTRUMENTS

CURRENT Forward currency contracts – held for trading	Consolidated 2012 $’000 2011 $’000 433 -

Derivative financial instruments are used by the Group in the normal course of business in order to manage exposure to fluctuations in foreign exchange rates.

(i) Forward currency contracts – held for trading

The Group has entered into forward exchange contracts which are economic hedges but do not satisfy the requirements for hedge accounting.

	Notional Amounts	Notional Amounts	Average	Exchange Rate
		$AUD
	2012	2011	2012	2011
	$’000	$’000	$	$
Buy US$ Maturity 0-12 months
Consolidated	26,947	-	1.0124	-

These contracts are fair valued by comparing the contracted rate to the market rates for contracts with the same maturity date. All movements in fair value are recognised in the income statement in the period they occur. The net fair value gain on foreign currency derivatives during the year was $433,000 for the Group (2011: $nil).

Notes 9. AVAILABLE-FOR-SALE FINANCIAL ASSETS (NON-CURRENT) At fair value Shares – Australian listed 9(a)	Consolidated 2012 $’000 2011 $’000 - 25,875

At 30 June 2011, the available-for-sale investments consist of investments in ordinary shares at fair value in Norfolk Group Limited (ASX: NFK).

The investment in Norfolk Group Limited was sold on 6 February 2012, realising a profit before tax of $16,262,189, in the income statement.

(a) Listed shares

The fair value of listed available-for-sale investments has been determined directly by reference to published price quotations in an active market.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

10. PROPERTY, PLANT AND EQUIPMENT

(a) Reconciliation of carrying amounts at the beginning and end of the period

Consolidated

	Consolidated
Year ended 30 June 2012 At 1 July 2011 net of accumulated depreciation Additions Additions through business combinations (note 28) Assets transferred Disposals (note 10(c)) Depreciation charge At 30 June 2012 net of accumulated depreciation At 30 June 2012 Cost Accumulated depreciation Net carrying amount	Freehold land $’000 Buildings on freehold land $’000 Lease- hold improve- ments $’000 Plant and equip- ment $’000 Plant and equip- ment under hire purchase $’000 Total $’000
	4,924 13,195 639 47,493 47,191 113,442 9,241 3,028 715 42,295 18,881 74,160 - - - 38 - 38 - - - 2,288 (2,288) - - (127) - (19,870) - (19,997) - (676) (111) (16,380) (9,374) (26,541)
	14,165 15,420 1,243 55,864 54,410 141,102
	14,165 19,837 1,630 138,991 70,551 245,174 - (4,417) (387) (83,127) (16,141) (104,072)
	14,165 15,420 1,243 55,864 54,410 141,102

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

10. PROPERTY, PLANT AND EQUIPMENT (cont’d)

(a) Reconciliation of carrying amounts at the beginning and end of the period (cont’d)

Consolidated

Year ended 30 June 2011 At 1 July 2010 net of accumulated depreciation Additions Additions through business combinations (note 28) Assets transferred Disposals (note 10(c)) Depreciation charge At 30 June 2011 net of accumulated depreciation At 30 June 2011 Cost Accumulated depreciation Net carrying amount	Freehold land $’000 Buildings on freehold land $’000 Lease- hold improve- ments $’000 Plant and equip- ment $’000 Plant and equip- ment under hire purchase $’000 Total $’000
	4,924 5,859 692 43,147 36,529 91,151 - 7,759 29 23,370 23,372 54,530 - 110 - 8,409 - 8,519 - - - 5,173 (5,173) - - (4) - (17,413) - (17,417) - (529) (82) (15,193) (7,537) (23,341)
	4,924 13,195 639 47,493 47,191 113,442
	4,924 17,100 915 118,636 59,264 200,839 - (3,905) (276) (71,143) (12,073) (87,397)
	4,924 13,195 639 47,493 47,191 113,442

(b) Property, plant and equipment pledged as security

Assets under hire purchase are pledged as security for the associated hire purchase liabilities.

Assets pledged as security	Consolidated 2012 $’000 2011 $’000 55,653 47,830

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

10. PROPERTY, PLANT AND EQUIPMENT (cont’d)

(c) Disposals

Disposal of property, plant and equipment for the year ended 30 June 2012 totalled $19,997,000 (2012: $17,417,000). Included within plant and equipment disposals for the year ended 30 June 2012 is an amount of $19,278,000 (2011: $15,306,000) relating to cranes sold and immediately leased back under operating leases.

Notes 11. INTANGIBLE ASSETS AND GOODWILL Year ended 30 June 2012 At 1 July 2011 Acquisition of subsidiary 28(a) Amortisation Impairment loss At 30 June 2012 Year ended 30 June 2011 At 1 July 2010 Acquisition of subsidiary 28(b) Amortisation At 30 June 2011	Consolidated Intangible Assets $’000 Goodwill $’000 Total $’000 2,416 2,933 5,349 4,092 14 4,106 (2,195) - (2,195) (1,342) - (1,342)
	2,971 2,947 5,918
	- 2,551 2,551 3,490 382 3,872 (1,074) - (1,074)
	2,416 2,933 5,349

(a) Description of the Group’s intangible assets and goodwill

(i) Intangible assets

Intangible assets have been acquired through business combinations and are carried at cost less accumulated amortisation and impairment losses. Intangible assets have been assessed as having a finite life and are amortised using the straight line method over a period of between 3 and 4 years. The amortisation and impairment loss has been recognised in the income statement in the cost of services rendered classification. Intangible assets include the fair value of contracts acquired on acquisition of PearlStreet Energy Services Pty Ltd (subsequently re-named Monadelphous Energy Services Pty Ltd) (note 28 (a)) and KT Pty Ltd (note 28 (b)).

(ii) Goodwill

After initial recognition, goodwill acquired in a business combination is measured at cost less any accumulated impairment losses. Goodwill is not amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment (refer to section (b) of this note).

(b) Impairment testing of the Group’s intangible assets and goodwill

(i) Intangible assets

At 30 June 2012, an impairment loss relating to intangible assets acquired through business combinations has been recognised in the income statement within the cost of services rendered classification, totalling $1,342,000.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

11. INTANGIBLE ASSETS AND GOODWILL (cont’d)

(b) Impairment testing of the Group’s intangible assets and goodwill (cont’d)

(ii) Goodwill

Goodwill acquired through a business combination has been allocated to cash generating units for impairment testing purposes. The cash generating units are the entity MI & E Holdings Pty Ltd (goodwill of $2,311,000), the Hunter Valley business unit (goodwill of $240,000), the entity KT Pty Ltd (goodwill of $382,000) and the entity Monadelphous Energy Services Pty Ltd (goodwill of $14,000). The recoverable amount of each cash generating unit has been determined based on a value in use calculation using cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period have not been used in the calculation.

The discount rate applied to the cash flow projections is 15% for the entity MI & E Holdings Pty Ltd (2011: 15%), the Hunter Valley business unit (2011: 15%), the entity KT Pty Ltd (2011: 15%) and the entity Monadelphous Energy Services Pty Ltd (2011: not applicable). The cash flows are based on the entities’ and business unit’s budgeted cash flows. No reasonable possible changes in key assumptions would result in the carrying amount exceeding the recoverable amount.

12. INTEREST IN JOINT VENTURES

A joint venture agreement establishing the Anaeco Monadelphous joint venture was executed on 29 March 2010. The principal activity of the joint venture is to deliver design-and-construct waste management systems for the WMRC DiCOM facility at Shenton Park in Western Australia.

Monadelphous Muhibbah Marine joint venture was established on 1 July 2011. The principal activity of the joint venture is to construct the approach jetty and ship berth associated with the Wiggins Island Coal Export Terminal project at Gladstone in Queensland.

A joint venture agreement between Skystar Airport Services Pty Ltd and Menzies Aviation (Australia) Pty Ltd was executed on 28 July 2011. The principal activity of the joint venture is to provide aviation support services at Perth International Airport.

A joint venture agreement between Monadelphous Engineering Pty Ltd and Transfield Services (Australia) Pty Ltd was executed on 5 September 2011. The principal activity of the joint venture is to undertake construction of the Toowoomba Wastewater Infrastructure Projects program for the Toowoomba Regional Council in Queensland.

A joint venture agreement between KT Pty Ltd and OSD Projects Pty Ltd was established on 10 November 2011. The principal activity of the joint venture is design and construction of a transmission pipeline and associated facilities for Hamersley Iron at West Angelas, near Newman in WA.

(a) Commitments relating to jointly controlled operations

The were no capital commitments relating to the jointly controlled operations at 30 June 2012 (2011: nil).

(b) Contingent liabilities relating to jointly controlled operations

The were no contingent liabilities relating to the jointly controlled operations at 30 June 2012 (2011: nil).

(c) Impairment

No assets employed in the jointly controlled operations were impaired during the year ended 30 June 2012 (2011: nil).

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 13. TRADE AND OTHER PAYABLES CURRENT Trade payables 13(a) Advances on construction work in progress – Amounts due to customers 7 Sundry creditors and accruals 13(a)	Consolidated 2012 $’000 2011 $’000 93,696 24,293 158,202 144,467 28,788 14,504
	280,686 183,264

(a) Terms and conditions

Terms and conditions relating to the above financial instruments:

(i) Trade payables are non-interest bearing and are normally settled on 30 day terms.
(ii) Sundry creditors and accruals are non-interest bearing and have an average term of 45 days.

(b) Fair value, foreign exchange risk, interest rate risk and liquidity risk

Details regarding fair value and foreign exchange, interest rate and liquidity risk are disclosed in note 29.

Notes 14. INTEREST BEARING LOANS AND BORROWINGS CURRENT Hire purchase liability – secured 14(a),20 Bank loan – secured 14(a) NON-CURRENT Hire purchase liability – secured 14(a),20 Bank loan – secured 14(a)	Consolidated 2012 $’000 2011 $’000 18,128 13,581 655 73
	18,783 13,654
	30,322 29,273 1,516 29
	31,838 29,302

(a) Terms and conditions

(i) Bank loans are repayable monthly. Interest is charged at the bank’s fixed rate. Bank loans are secured by way of registered first mortgages over land and buildings of a controlled entity, with an interlocking debenture from the parent entity and controlled entities. The average discount rate implicit in the bank loans is 7.12% (2011: 7.00%).

(ii) Hire purchase agreements have an average term of three years. The average discount rate implicit in the hire purchase liability is 7.30% (2011: 7.68%). The hire purchase liability is secured by a charge over the hire purchase assets.

(b) Fair value and interest rate and liquidity risk

Details regarding fair value and interest rate and liquidity risk are disclosed in note 29.

(c) Defaults and breaches

During the current and prior year, there were no defaults or breaches on any of the loans.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 15. PROVISIONS CURRENT Employee benefits 15(a) Workers’ compensation 15(b) NON-CURRENT Employee benefits – long service leave	Consolidated 2012 $’000 2011 $’000 66,067 75,117 27,511 18,520
	93,578 93,637
	5,427 5,106

(a) Employee benefits

Employee benefits includes liabilities for wages and salaries, annual leave, rostered days off, vesting sick leave, project incentives and project redundancies. It is customary within the Engineering and Construction industry for incentive payments and redundancies to be paid to employees at the completion of a project. The provision has been created to cover the expected costs associated with these statutory and project employee benefits.

(b) Workers’ compensation

(c) Movements in provisions Workers compensation Carrying amount at the beginning of the year Additional provision Amounts utilised during the year Carrying amount at the end of the financial year	Consolidated 2012 $’000 18,520 15,467 (6,476)
	27,511

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

16. CONTRIBUTED EQUITY Notes Ordinary shares – Issued and fully paid 16(a)	Consolidated 2012 2011 $’000 $’000 57,876 46,612

(a) Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

Notes Beginning of the financial year Exercise of employee options Acquisition consideration 28 (b) End of the financial year	2012 2011 Number of Shares $’000 Number of Shares $’000 87,576,827 46,612 86,036,700 30,083 1,097,500 11,264 1,117,500 11,123 - - 422,627 5,406
	88,674,327 57,876 87,576,827 46,612

During the year ended 30 June 2012, under the Monadelphous Group Limited Employee Option Plan, employees and directors have exercised the option to acquire 1,097,500 fully paid ordinary shares at a weighted average exercise price of $10.26. All 1,097,500 shares were issued as new fully paid ordinary shares.

(b) Share options

Options over ordinary shares

During the financial year, there were 4,670,000 options issued over ordinary shares.

At the end of the year there were 7,331,000 (2011: 3,928,500) unissued ordinary shares in respect of which options were outstanding (note 23).

(c) Capital management

Capital is managed by the Group’s Chief Financial Officer in conjunction with the Group’s Finance & Accounting department. Management continually monitor the Group’s net cash/debt position and the gearing levels to ensure efficiency and compliance with the Group’s banking facility covenants, including the current ratio, gearing ratio, operating leverage ratio and fixed charge coverage ratio. At 30 June 2012, the Group is in a net cash position of $152,935,000 (2011: $129,523,000) and has a debt to equity ratio of 20.6% (2011: 22.2%) which is within the Group’s net cash and debt to equity target levels.

During the year ended 30 June 2012, management paid dividends of $93,095,668. The policy is to payout dividends of 80% to 100% of net profit, subject to ongoing strong trading conditions and the need for significant cash requirements for investment opportunities.

The capital of the Company is considered to be contributed equity.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 17. RESERVES AND RETAINED EARNINGS Foreign currency translation reserve 17(b) Share-based payment reserve 17(b) Net unrealised gains reserve 17(b) Retained earnings 17(a) (a) Movements in retained earnings Balance at the beginning of the year Net profit attributable to members of Monadelphous Group Limited Total available for appropriation Dividends paid Balance at the end of the year	Consolidated 2012 $’000 2011 $’000 (210) (279) 26,441 17,210 - 12,395
	26,231 29,326
	161,535 117,296
	117,296 99,270 137,335 95,067
	254,631 194,337 (93,096) (77,041)
	161,535 117,296

(b) Movements in reserves

(b) Movements in reserves
At 1 July 2010 Foreign currency translation Share-based payment Net fair value gains on available-for-sale financial assets Deferred tax asset recognised on Employee Share Trust At 30 June 2011 Foreign currency translation Share-based payment Net fair value loss on available-for-sale financial assets Reclassification adjustment for gains included in the income statement (net of tax effect) Deferred tax asset recognised on Employee Share Trust At 30 June 2012	Consolidated Net unrealised gains reserve $’000 Foreign currency translation reserve $’000 Share- based payment reserve $’000 Total $’000
	6,098 (317) 9,152 14,933 - 38 - 38 - - 2,726 2,726 6,297 - - 6,297 - - 5,332 5,332
	12,395 (279) 17,210 29,326 - 69 - 69 - - 4,678 4,678 (1,012) - - (1,012) (11,383) - - (11,383) - - 4,553 4,553
	- (210) 26,441 26,231

(c) Nature and purpose of reserves

Net unrealised gains reserve

This reserve records movements in the fair value of available-for-sale financial assets.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from translation of the financial statements of foreign subsidiaries.

Share-based payment reserve

The share-based payment reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration. Refer to note 23 for further details of these plans.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

18. CASH AND CASH EQUIVALENTS (a) Reconciliation of net profit after tax to the net cash flows from operating activities Net profit Adjustments for Depreciation of non-current assets Amortisation and impairment of intangible assets Net (profit)/loss on sale of property, plant and equipment Profit on sale of available-for-sale financial assets Dividend income classified as an investing activity Share-based payment expense Unrealised foreign exchange (gain)/loss Other Changes in assets and liabilities (Increase)/decrease in receivables (Increase)/decrease in inventories (Increase)/decrease in deferred tax assets (Increase)/decrease in derivative instruments Increase/(decrease) in payables Increase/(decrease) in provisions Increase/(decrease) in income tax payable Increase/(decrease) in deferred tax liabilities Net cash flows from operating activities (b) For the purposes of the statement of cash flows, cash and cash equivalents comprise the following at 30 June: Cash balances comprise: - Cash at bank - Short term deposits	Consolidated 2012 $’000 2011 $’000 137,335 95,067 26,541 23,341 3,537 1,074 (883) 399 (16,262) - (777) - 4,678 2,726 964 1,659 (2) (2) (70,112) (42,594) (45,956) (2,587) 2,598 (3,401) (433) - 96,705 14,125 (371) 31,177 928 7,365 154 (3,150)
	138,644 125,199
	143,556 92,479 60,000 80,000
	203,556 172,479

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 18. CASH AND CASH EQUIVALENTS (cont’d) (c) Financing facilities available At balance date the following financing facilities had been negotiated and were available Total facilities: - Bank guarantee and performance bonds (i) - Revolving credit (ii) Facilities used at balance date: - Bank guarantee and performance bonds - Revolving credit Facilities unused at balance date: - Bank guarantee and performance bonds - Revolving credit	Consolidated 2012 $’000 2011 $’000 421,179 195,000 116,166 78,236
	537,345 273,236
	331,349 129,180 50,621 42,956
	381,970 172,136
	89,830 65,820 65,545 35,280
	155,375 101,100

(i) Bank guarantees and performance bonds

The contractual term of the bank guarantees and performance bonds match the underlying obligation to which it relates.

(ii) Revolving credit

The revolving credit includes bank loans and hire purchase/leasing facilities. Refer to note 14(a) for terms and conditions.

(d) Non-cash financing and investing activities

Hire purchase transactions:

During the year the consolidated entity acquired plant and equipment by means of hire purchase agreements with an aggregate fair market value of $19,596,302 (2011: $23,372,201).

19. CHANGE IN COMPOSITION OF ENTITY

On 1 July 2011, Monadelphous Group Limited acquired 100% of the voting shares of PearlStreet Energy Services Pty Ltd, a private company based in Australia. Details of the acquisition are contained in note 28 (a).

On 1 July 2010, Monadelphous Group Limited acquired 100% of the voting shares of KT Pty Ltd, a private company based in Australia. Details of the acquisition are contained in note 28 (b).

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 20. COMMITMENTS AND CONTINGENCIES (a) Hire purchase commitments Payable: - Within one year - Later than one year but not later than five years Minimum lease payments Less future finance charges Present value of minimum lease payments Current liability 14 Non-current liability 14 Hire purchase agreements have an average term of three years. (b) Operating lease commitments 2012 Properties 2012 Other $’000 $’000 Minimum lease payments - Within one year 13,244 8,418 - Later than one year but not later than five years 37,324 21,407 - Later than five years 29,712 - - Aggregate lease expenditure contracted for at balance date but not provided for 80,280 29,825	Notes 20. COMMITMENTS AND CONTINGENCIES (a) Hire purchase commitments Payable: - Within one year - Later than one year but not later than five years Minimum lease payments Less future finance charges Present value of minimum lease payments Current liability 14 Non-current liability 14 Hire purchase agreements have an average term of three years. (b) Operating lease commitments 2012 Properties 2012 Other $’000 $’000 Minimum lease payments - Within one year 13,244 8,418 - Later than one year but not later than five years 37,324 21,407 - Later than five years 29,712 - - Aggregate lease expenditure contracted for at balance date but not provided for 80,280 29,825	Consolidated 2012 $’000 2011 $’000 21,024 16,350 32,722 32,170
		53,746 48,520 (5,296) (5,666)
		48,450 42,854
		18,128 13,581 30,322 29,273
		48,450 42,854
		2012 Total 2011 Total $’000 $’000 21,662 16,278 58,731 47,913 29,712 37,727
	80,280 29,825	110,105 101,918

Other operating leases includes motor vehicles and cranes. Properties include the Victoria Park office lease, the Brisbane office lease and other rental properties. Other operating leases have an average lease term remaining of two years. Properties under operating leases have an average lease term remaining of one year.

(c) Capital commitments

The consolidated group has capital commitments of $19,618,754 at 30 June 2012 (2011: $10,953,443).

(d) Guarantees Guarantees given to various clients for satisfactory contract performance	Consolidated 2012 $’000 2011 $’000 331,349 129,180

Monadelphous Group Limited and all controlled entities marked * in note 26 have entered into a deed of cross guarantee pursuant to the ASIC Class Order made on 9 June 2011 and 1 June 2012 whereby they covenant with a trustee for the benefit of each creditor, that they guarantee to each creditor payment in full of any debt in the event of any entity, including Monadelphous Group Limited, being wound up.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

21. OPERATING SEGMENTS

Revenue is derived by the consolidated entity from the provision of engineering services to the resources, energy and infrastructure industry sector. For the year ended 30 June 2012, the Engineering Construction division contributed revenue of $1,058.0 million (2011: $929.8 million), the Maintenance and Industrial Services division contributed revenue of $634.5 million (2011: $401.3 million), and the Infrastructure division contributed revenue of $219.8 million (2011: $157.8 million). Included in these amounts is $14.8 million (2011: $45.0 million) of inter-entity revenue, which is eliminated on consolidation. The operating divisions are exposed to similar risks and rewards from operations, and are only segmented to facilitate appropriate management structures.

The directors believe that the aggregation of the operating divisions is appropriate for segment reporting purposes as they:

have similar economic characteristics;
perform similar services for the same industry sector;
have similar operational business processes;
provide a diversified range of similar engineering services to a large number of common clients;
utilise a centralised pool of engineering assets and shared services in their service delivery models, and the services provided to customers allow for the effective migration of employees between divisions; and
operate predominately in one geographical area, namely Australia.

Skystar Airport Services is not considered material for segment reporting purposes.

Accordingly all services divisions have been aggregated to form one segment.

The Group has a number of customers to which it provides services. The largest customer represented 22% of the Group’s revenue. The other customers contributing over 10% of revenue represented 21% and 13% respectively. There are multiple contracts with these customers, across a number of their subsidiaries, divisions within those subsidiaries and locations.

22. EARNINGS PER SHARE The following reflects the income and share data used in the calculation of basic and diluted earnings per share: Net profit attributable to ordinary equity holders of the parent Earnings used in calculation of basic and diluted earnings per share Number of shares Weighted average number of ordinary shares on issue used in the calculation of basic earnings per share Effect of dilutive securities Share options Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share	2012 $’000 2011 $’000 137,335 95,067
	137,335 95,067
	2012 Number 2011 Number 88,468,526 87,343,032 1,852,452 1,611,257
	90,320,978 88,954,289

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

22. EARNINGS PER SHARE (cont’d)

Conversions, calls, subscriptions or issues after 30 June 2012:

Since the end of the financial year, no holders of employee options have exercised the rights of conversion to acquire ordinary shares.

23. EMPLOYEE BENEFITS AND SUPERANNUATION COMMITMENTS

(a) Share-based payment plan

The Monadelphous Group Limited Employee Option Plan and Employee Option Prospectus have been established where eligible directors and employees of the consolidated entity are issued with options over the ordinary shares of Monadelphous Group Limited. The options, issued for nil consideration, are issued in accordance with the guidelines established by the remuneration committee of Monadelphous Group Limited. The options issued carry various terms and exercising conditions. There is currently 1 director and 259 employees participating in these schemes.

In accordance with the rules of the Monadelphous Group Limited Employee Option Plan and Employee Option Prospectus, options may only be exercised in specified window periods (or at the discretion of the directors in particular circumstances):

25% 2 years after the options were issued 25% 3 years after the options were issued 50% 4 years after the options were issued

The ability to exercise options during each applicable window period is subject to the financial performance of the Company during the option vesting period. The options shall only be capable of exercise during that window period where the Company’s Earnings Per Share (EPS) metric is growing at a rate of at least 10% per year on average. If, however, this hurdle is not achieved for a particular window period, rather than lapsing, the options will be re-tested during all later window periods in respect of that issue and may become exercisable at that later date.

The following table illustrates the number and weighted average exercise prices of and movements in options granted, exercised and forfeited during the year.

Balance at the beginning of the year Granted during the year - Employee Option Plan – October 2010 - Employee Option Plan – October 2011 - Employee Option Prospectus Forfeited during the year Exercised during the year Balance at the end of the year Exercisable during the next year	2012 2011 Number of options Weighted average exercise price Number of options Weighted average exercise price 3,928,500 $11.01 4,860,000 $10.24 - - 631,000 $14.84 40,000 19.31 - - 4,630,000 17.25 - - (170,000) 15.55 (445,000) $10.67 (1,097,500) 10.26 (1,117,500) $9.95
	7,331,000 15.00 3,928,500 $11.01
	2,120,250 10.41 1,092,500 $10.26

The weighted average share price at the date of exercise during the year was $19.21 (2011: $14.90).

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

23. EMPLOYEE BENEFITS AND SUPERANNUATION COMMITMENTS (cont’d)

(a) Share-based payment plan (cont’d)

Options granted during the reporting period

In November 2011, a total of 4,630,000 options were granted by Monadelphous Group Limited under the Employee Option Prospectus at an exercise price of $17.25 and a further 40,000 options were issued under the Employee Option Plan – October 2011 at an exercise price of $19.31. The exercise price of the options granted under the Employee Option Prospectus was calculated as the average closing market price of the shares for the five trading days prior to 10 October 2011. The exercise price of the options granted under the Employee Option Plan – October 2011 was calculated as the average closing market price of the shares for the five trading days prior to the invitation date to apply for the options of 31 October 2011. The fair value of each option issued during the year was estimated on the date of grant using a Binomial optionpricing model.

The following weighted average assumptions were used for grants during the year:

Dividend yield	5.4% - 5.5%
Expected volatility	30.0% - 40.0%
Historical volatility	30.0% - 40.0%
Risk-free interest rate	3.06% - 3.79%
Expected life of option	25% - 2 years
	25% - 3 years
	50% - 4 years

The dividend yield reflects an analysis of past dividends and future dividend expectations. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which also may not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.

The resulting weighted average fair values for options outstanding at 30 June 2012 are:

Number	Grant Date	Final Vesting Date	Fair Value Per Option
			at Grant Date
1,880,000	31/10/2008	30/09/2012	$1.15
330,000	28/09/2009	30/09/2013	$3.53
521,000	25/10/2010	30/09/2014	$3.74
4,160,000	3/11/2011	14/09/2015	$3.49
40,000	17/11/2011	14/09/2015	$3.39
400,000	23/11/2011	14/09/2015	$4.05

The share-based payment expense for the year ended 30 June 2012 was $4,677,715 (2011: $2,726,332) for the consolidated entity.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

23. EMPLOYEE BENEFITS AND SUPERANNUATION COMMITMENTS (cont’d)

(a) Share-based payment plan (cont’d)

Options held as at the end of the reporting period

The following table summarises information about options held by the employees as at 30 June 2012:

Number of	Grant date	Vesting date	Expiry date	Exercise price
options
1,880,000	31/10/2008	01/09/2012	30/09/2012	$10.00
110,000	28/09/2009	01/09/2012	30/09/2013	$12.22
220,000	28/09/2009	01/09/2013	30/09/2013	$12.22
130,250	25/10/2010	01/09/2012	30/09/2014	$14.84
130,250	25/10/2010	01/09/2013	30/09/2014	$14.84
260,500	25/10/2010	01/09/2014	30/09/2014	$14.84
1,040,000	3/11/2011	01/09/2013	14/09/2015	$17.25
1,040,000	3/11/2011	01/09/2014	14/09/2015	$17.25
2,080,000	3/11/2011	01/09/2015	14/09/2015	$17.25
10,000	17/11/2011	01/09/2013	14/09/2015	$19.31
10,000	17/11/2011	01/09/2014	14/09/2015	$19.31
20,000	17/11/2011	01/09/2015	14/09/2015	$19.31
100,000	23/11/2011	01/09/2013	14/09/2015	$17.25
100,000	23/11/2011	01/09/2014	14/09/2015	$17.25
200,000	23/11/2011	01/09/2015	14/09/2015	$17.25

(b) Superannuation Commitments

Employees and the employer contribute to a number of complying accumulation funds at varying percentages of salaries and wages. The consolidated entity’s contributions are not legally enforceable other than those payable in terms of ratified award obligations required by the Occupational Superannuation Act.

24. KEY MANAGEMENT PERSONNEL

(a) Compensation for Key Management Personnel

Short Term Benefits Post Employment Long Term Benefits Share-Based Payments Total Compensation	Consolidated 2012 2011 $ $
	4,445,524 3,973,942 111,232 114,307 158,988 116,100 1,130,418 359,866
	5,846,162 4,564,215

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

24. KEY MANAGEMENT PERSONNEL (cont’d)

(b) Option holdings of Key Management Personnel

Options held in	Balance at	Granted as	Options Exercised	Net Change Other	Balance at End of
Monadelphous	Beginning of Period	Remuneration			Period
Group Limited	1 July 2011				30 June 2012
Directors
C. G. B. Rubino	-	-	-	-	-
R. Velletri	375,000	400,000	(125,000)	-	650,000
I. Tollman	-	-	-	-	-
P. J. Dempsey	-	-	-	-	-
C. P. Michelmore	-	-	-	-	-
Executives
D. Foti	210,000	250,000	(70,000)	-	390,000
A. Erdash	105,000	150,000	(35,000)	-	220,000
C. Tabrett ^	105,000	100,000	(35,000)	(170,000)	-
Z. Bebic	105,000	150,000	(35,000)	-	220,000
S. Murray	52,500	100,000	(17,500)	-	135,000
Total	952,500	1,150,000	(317,500)	(170,000)	1,615,000

^ C. Tabrett ceased to meet the definition of Key Management Personnel in December 2011 following the consolidation of the Eastern and Western regions of the Maintenance & Industrial Services division and the appointment of an Executive General Manager for the consolidated Maintenance & Industrial Services division. Net change other represents options held on the date of ceasing to meet the definition of Key Management Personnel.

Options held in	Balance at	Granted as	Options Exercised	Net Change Other	Balance at End of
Monadelphous	Beginning of Period	Remuneration			Period
Group Limited	1 July 2010				30 June 2011
Directors
C. G. B. Rubino	-	-	-	-	-
R. Velletri	500,000	-	(125,000)	-	375,000
I. Tollman	-	-	-	-	-
P. J. Dempsey	-	-	-	-	-
C. P. Michelmore	-	-	-	-	-
Executives
D. Foti	280,000	-	(70,000)	-	210,000
A. Erdash	140,000	-	(35,000)	-	105,000
M. Jansen *	140,000	-	-	(140,000)	-
C. Tabrett #	-	-	(35,000)	140,000	105,000
Z. Bebic	140,000	-	(35,000)	-	105,000
S. Murray	95,000	-	(42,500)	-	52,500
Total	1,295,000	-	(342,500)	-	952,500

C. Tabrett met the definition of Key Management Personnel from the date of his appointment as General Manager, Maintenance & Industrial Services Eastern Region on 1 July 2010. Net change other represents options held at the date of his appointment.

M. Jansen resigned as General Manager, Maintenance & Industrial Services Eastern Region, effective from 1 July 2010. Net change other represents options forfeited on resignation.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

24. KEY MANAGEMENT PERSONNEL (cont’d)

(c) Shareholdings of Key Management Personnel

Shares held in	Balance at	Granted as	On Exercise of	Net Change	Balance at End of
Monadelphous Group Limited	Beginning of Period	Remuneration	Options	Other	Period 30 June 2012
	1July 2011
Directors
C. G. B. Rubino	2,004,000	-	-	-	2,004,000
R. Velletri	2,125,000	-	125,000	-	2,250,000
I. Tollman	667,586	-	-	-	667,586
P. J. Dempsey	78,000		-	-	78,000
C. P. Michelmore	18,597	-	-	-	18,597
Executives
D. Foti	716,816	-	70,000	(230,000)	556,816
A. Erdash	370,000	-	35,000	-	405,000
C. Tabrett ^	10,000	-	35,000	(45,000)	-
Z. Bebic	80,000	-	35,000	(5,000)	110,000
S. Murray	-	-	17,500	(13,650)	3,850
Total	6,069,999	-	317,500	(293,650)	6,093,849

^ C. Tabrett ceased to meet the definition of Key Management Personnel in December 2011 following the consolidation of the Eastern and Western regions of the Maintenance & Industrial Services division and the appointment of an Executive General Manager for the consolidated Maintenance & Industrial Services division. Net change other represents shares held on the date of ceasing to meet the definition of Key Management Personnel.

Shares held in	Balance at	Granted as	On Exercise of	Net Change	Balance at End of
Monadelphous Group Limited	Beginning of Period	Remuneration	Options	Other	Period 30 June 2011
	1July 2010
Directors
C. G. B. Rubino	3,004,000	-	-	(1,000,000)	2,004,000
R. Velletri	2,000,000	-	125,000	-	2,125,000
I. Tollman	667,586	-	-	-	667,586
P. J. Dempsey	78,000	-	-	-	78,000
C. P. Michelmore	17,597	-	-	1,000	18,597
Executives
D. Foti	646,816	-	70,000	-	716,816
A. Erdash	340,000	-	35,000	(5,000)	370,000
M. Jansen*	320,244	-	-	(320,244)	-
C Tabrett #	-	-	35,000	(25,000)	10,000
Z. Bebic	50,000	-	35,000	(5,000)	80,000
S. Murray	12,500	-	42,500	(55,000)	-
Total	7,136,743	-	342,500	(1,409,244)	6,069,999

C. Tabrett met the definition of Key Management Personnel from the date of his appointment as General Manager, Maintenance & Industrial Services Eastern Region on 1 July 2010. Net change other represents shares held at the date of his appointment.

M. Jansen resigned as General Manager, Maintenance & Industrial Services Eastern Region, effective from 1 July 2010. Net change other represents the shares held on resignation.

All other net changes represent the purchase and sale of shares on-market.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

24. KEY MANAGEMENT PERSONNEL (cont’d)

(d) Loans to Key Management Personnel

(i) Details of aggregates of loans to Key Management Personnel are as follows:

No directors or executives had any loans during the reporting period.

(e) Other transactions and balances with Key Management Personnel

There were no other transactions and balances with Key Management Personnel.

25. AUDITORS’ REMUNERATION The auditor of Monadelphous Group Limited is Ernst & Young. Amounts received or due and receivable by Ernst & Young Australia for: - An audit or review of the financial report of the entity and any other entity in the consolidated entity - Other services in relation to the entity and any other entity in the consolidated entity - tax compliance - assurance related Amounts received or due and receivable by other accounting firms for: - tax compliance * - other services	Consolidated 2012 2011 $ $ 168,550 150,500 35,918 21,546 5,665 6,074
	210,133 178,120
	875,352 631,653 74,770 41,108
	950,122 672,761

The other services provided by Ernst & Young, as disclosed above, were performed and managed by personnel who were neither directly, nor indirectly, involved in the audit or review of the financial report of the Company and consolidated entity. Ernst & Young has provided an auditor’s independence declaration to the Directors of Monadelphous Group Limited confirming that the provision of the other services has not impaired their independence as auditors.

Tax compliance fees paid to other accounting firms during the financial year ended 30 June 2012 relate predominantly to the application for Research and Development Tax Concessions.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

26. RELATED PARTY DISCLOSURES

The consolidated financial statements include the financial statements of Monadelphous Group Limited and subsidiaries:

Name
Country of
Incorporation
Percentage Held by
Consolidated Entity
2012
2011
%
%
Parent:
Monadelphous Group Limited
Controlled entities of Monadelphous Group Limited:
Monadelphous Engineering
Associates Pty Ltd
Australia
100
100
Skystar Airport Services Pty Ltd
Australia
100
100
Monadelphous Properties Pty Ltd
Australia
100
100
Monadelphous Engineering Pty Ltd
Australia
100
100
Genco Pty Ltd
Australia
100
100
Monadelphous Workforce Pty Ltd
Australia
100
100
MI & E Holdings Pty Ltd
Australia
100
100
KT Pty Ltd
Australia
100
100
Monadelphous Energy Services Pty Ltd
Australia
100
-
SinoStruct Pty Ltd
Australia
100
100
Monadelphous Group Limited Employee Share
Trust
Australia
100
100
Skystar Airport Services Holdings Pty Ltd
Australia
100
100
#MBF Workforce Pty Ltd
Australia
-
100
#Ellavale Engineering Pty Ltd
Australia
-
100
Monadelphous PNG Ltd
Papua New Guinea
100
100
Skystar Airport Services NZ Pty Ltd
New Zealand
100
100
Moway International Limited
Hong Kong
100
100
Moway AustAsia Steel Structures Trading
(Beijing) Company Limited
China
100
100

Parent Entity
Investment
2012
2011
$’000
$’000
22,850
19,127
451
437
1,941
1,941
3,875
2,364
342
342
370
370
4,970
4,738
15,951
16,629
4,434
-
116
-
-
-
-
-
-
215
-
9,844
-
-
-
-
443
443
-
-

55,743
56,450

* Controlled entities subject to the Class Order

Pursuant to Class Order 98/1418, relief has been granted to these controlled entities of Monadelphous Group Limited from the Corporations Act 2001 requirements for preparation, audit and publication of accounts.

As a condition of the Class Order, Monadelphous Group Limited and the controlled entities subject to the Class Order, entered into a deed of indemnity on 9 June 2011 and 1 June 2012. The effect of the deed is that Monadelphous Group Limited has guaranteed to pay any deficiency in the event of winding up of these controlled entities. The controlled entities have also given a similar guarantee in the event that Monadelphous Group Limited is wound up.

On 1 June 2012, Ellavale Engineering Pty Ltd and MBF Workforce Pty Ltd were removed from the deed of indemnity and de-registered on 5 June 2012, as the legal entities were no longer operating.

The consolidated income statement and statement of financial position of the entities that are members of the ‘Closed Group’ are as follows:

Consolidated Income Statement Profit before income tax Income tax expense Net profit after tax for the period Retained earnings at the beginning of the period Dividends paid Retained earnings at the end of the period	CLOSED GROUP 2012 2011 $’000 $’000 160,836 123,510 (40,763) (33,814)
	120,073 89,696
	103,413 90,758 (93,096) (77,041)
	130,390 103,413

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

26. RELATED PARTY DISCLOSURES (cont’d)

26. RELATED PARTY DISCLOSURES (cont’d)
Consolidated Statement of Financial Position ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Derivative financial instruments Total current assets Non-current assets Investments in subsidiaries Available-for-sale financial assets Property, plant and equipment Deferred tax assets Intangible assets and goodwill Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Interest bearing loans and borrowings Income tax payable Provisions Total current liabilities Non-current liabilities Interest bearing loans and borrowings Provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings TOTAL EQUITY	CLOSED GROUP 2012 2011 $’000 $’000 193,690 167,567 185,701 151,915 63,774 21,369 433 -
	443,598 340,851
	1,010 880 - 25,875 125,816 104,797 27,387 24,000 5,918 5,349
	160,131 160,901
	603,729 501,752
	232,520 166,008 18,783 13,654 12,249 17,412 88,826 90,917
	352,378 287,991
	31,838 29,302 4,806 4,829
	36,644 34,131
	389,022 322,122
	214,707 179,630
	57,876 46,612 26,441 29,605 130,390 103,413
	214,707 179,630

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

26. RELATED PARTY DISCLOSURES (cont’d)

Ultimate parent

Monadelphous Group Limited is the ultimate holding company.

27. EVENTS AFTER THE REPORTING PERIOD

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

28. BUSINESS COMBINATION

(a) Acquisition of PearlStreet Energy Services Pty Ltd

On 1 July 2011, Monadelphous Group Limited acquired 100% of the voting shares of asset management company, PearlStreet Energy Services Pty Ltd (‘PearlStreet’). PearlStreet manages two long term operations and maintenance contracts in the power sector in Western Australia. The acquisition forms part of Monadelphous’ market growth strategy.

The consideration comprised an initial cash payment of $4,130,000 and a subsequent cash adjustment to the purchase price of $303,814 on finalisation of the completion accounts at the date of acquisition.

Subsequent to the acquisition, PearlStreet Energy Services Pty Ltd was renamed Monadelphous Energy Services Pty Ltd.

The fair values of the identifiable assets and liabilities of PearlStreet Energy Services Pty Ltd as of the date of acquisition were:

Trade and other receivables Plant and equipment Intangible assets Deferred tax assets Trade and other payables Provisions Fair value of identifiable net assets Goodwill arising on acquisition Acquisition-date fair-value of consideration transferred: Cash paid The cash outflow on acquisition is as follows: Net cash acquired with the subsidiary Cash paid Net consolidated cash outflow	Consolidated Fair Value at Acquisition Date $’000 1,455 38 4,092 185
	5,770
	717 633
	1,350
	4,420 14
	4,434

	4,434
	- 4,434
	4,434

The consolidated income statement includes sales revenue for the period ended 30 June 2012 of $14,032,000. Net profit for the period was not material.

Key factors contributing to the $14,000 of goodwill are the synergies existing within the acquired business, and synergies expected to be achieved as a result of combining PearlStreet Energy Services Pty Ltd with the rest of the Group.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

28. BUSINESS COMBINATION (cont’d)

(b) Acquisition of KT Pty Ltd

On 1 July 2010, Monadelphous Group Limited acquired 100% of the voting shares of KT Pty Ltd, a private company based in Australia specialising in pipeline and facilities construction throughout Australia and overseas.

The upfront consideration comprised a cash payment of $10,000,000 and 422,627 ordinary shares. The ordinary shares were issued at a fair value of $12.79 each, based on the quoted price of the shares of Monadelphous Group Limited at the date of acquisition. A further contingent component was payable subject to KT Pty Ltd achieving certain financial targets over the period to 31 December 2011. The total consideration payable was not to exceed $30,000,000.

The fair values of the identifiable assets and liabilities of KT Pty Ltd as of the date of acquisition were:

Cash Trade and other receivables Plant and equipment Intangible assets Deferred tax assets Trade and other payables Income tax payable Provisions Deferred tax liabilities Fair value of identifiable net assets Goodwill arising on acquisition Acquisition-date fair-value of consideration transferred Shares issued, at fair value Cash paid Contingent consideration liability Consideration transferred The cash outflow on acquisition was as follows: Net cash acquired with the subsidiary Cash paid Net consolidated cash outflow	Consolidated Fair Value at Acquisition Date $’000 2,782 4,034 8,519 3,490 219
	19,044
	689 1,649 719 476
	3,533
	15,511 382
	15,893
	5,406 10,000 487
	15,893
	2,782 (10,000)
	7,218

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

28. BUSINESS COMBINATION (cont’d)

At 30 June 2012, the contingent consideration has been recalculated to a total payment of $nil (2011: $1,181,000). The change to the estimate has been credited to the income statement.

The consolidated income statement includes sales revenue for the period ended 30 June 2011 of $52,004,000. Net profit for the period was not material.

Key factors contributing to the $382,000 of goodwill are the synergies existing within the acquired business, and synergies expected to be achieved as a result of combining KT Pty Ltd with the rest of the Group.

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial instruments comprise receivables, payables, bank loans, finance leases and hire purchase contracts, available-for-sale investments, cash, short-term deposits and derivatives.

The Group is exposed to financial risks which arise directly from its operations. The Group has policies and measures in place to manage financial risks encountered by the business.

Primary responsibility for the identification of financial risks rests with the Board. The Board determines policies for the management of financial risks. It is the responsibility of the Chief Financial Officer and senior management to implement the policies set by the Board and for the constant day to day management of the Group’s financial risks. The Board reviews these policies on a regular basis to ensure that they continue to address the risks faced by the Group.

The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, price risk, credit risk and liquidity risk. The Group’s policy to minimise risk from fluctuations in interest rates is to utilise fixed interest rates in its bank loans, finance leases and hire purchase contracts. Cash and short term deposits are exposed to floating interest rate risks. The Group manages its foreign currency risk arising from significant supplier contracts in foreign currencies by holding foreign currency or taking out forward exchange contracts. Analysis is performed on a customer’s credit rating prior to signing contracts and analysis is performed regularly of credit exposures and aged debt to manage credit and liquidity risk.

The policies in place for managing the financial risks encountered by the Group are summarised below.

(a) Risk exposures and responses

Interest rate risk

The Group’s exposure to Australian variable interest rates is as follows:

Notes Financial assets Cash and cash equivalents 18(b)	Consolidated 2012 $’000 2011 $’000 203,556 172,479

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(a) Risk exposures and responses (cont’d)

The Group’s policy is to manage its exposure to movements in interest rates by fixing the interest rate on financial instruments, including bank loans, finance leases and hire purchase liabilities, where possible. In addition, the Group utilises a number of financial institutions to obtain the best interest rate possible and to manage its risk. The Group does not enter into interest rate hedges.

The following sensitivity analysis is based on the variable interest rate risk exposures in existence at the reporting date:

At 30 June 2012, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and other comprehensive income would have been affected as follows:

Judgements of reasonably possible movements relating to financial assets and liabilities at floating rates: Consolidated +0.5% (2011: +0.5%) -0.5% (2011: -0.5%)	Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 2011 $’000 2012 $’000 2011 $’000
	712 604 - - (712) (604) - -

The reasonably possible movements have been based on review of historical movements and forward rate curves for forward rates.

The periodic effects are determined by relating the hypothetical changes in the floating interest rates to the balance of financial instruments at reporting date. It is assumed that the balance at the reporting date is representative for the year as a whole.

Foreign currency risk

As a result of operations in New Zealand, Papua New Guinea and China, the Group’s statement of financial position can be affected by movements in the US$/A$, NZ$/A$, PNGK/A$, EUR/A$ and RMB/A$ exchange rates.

The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency. The Group’s policy is to hedge foreign exchange exposure by purchasing foreign currency or taking out forward contracts for the amount of foreign currency required. Where possible, Monadelphous does not take on foreign exchange risk. At 30 June 2012, the Group had forward contracts to purchase US$27,280,000 over the next 12 months. Refer to note 8 for further information.

The Group also mitigates its exposure to foreign currency risk by minimising excess foreign currency balances in overseas jurisdictions not required for working capital.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(a) Risk exposures and responses (cont’d)

At 30 June 2012, the Group had the following exposure to US$ foreign currency:

Financial assets Cash and cash equivalents Trade and other receivables Derivative financial instruments Net exposure	Consolidated 2012 $’000 2011 $’000 14,451 15,162 7,220 - 433 -
	22,104 15,162

At 30 June 2012, if the US$ foreign exchange rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:

Judgements of reasonably possible movements relating to financial assets and liabilities denominated in US$: Consolidated +5% (2011: +5%) -5% (2011: -5%)	Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 2011 $’000 2012 $’000 2011 $’000
	(774) (531) - - 774 531 - -

The reasonably possible movements have been based on review of historical movements.

At 30 June 2012, the Group had the following exposure to Euro foreign currency:

Financial assets Cash and cash equivalents Net exposure	Consolidated 2012 $’000 2011 $’000 17,048 2,614
	17,048 2,614

At 30 June 2012, if the Euro foreign exchange rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:

Judgements of reasonably possible movements relating to financial assets and liabilities denominated in Euro: Consolidated +5% (2011: +5%) -5% (2011: -5%)	Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 2011 $’000 2012 $’000 2011 $’000
	(597) (91) - - 597 91 - -

The reasonably possible movements have been based on review of historical movements.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(a) Risk exposures and responses (cont’d)

At 30 June 2012, the Group had the following exposure to PGK foreign currency:

Financial assets Cash and cash equivalents Trade and other receivables Net exposure	Consolidated 2012 $’000 2011 $’000 8,384 1,915 11,045 5,425
	19,429 7,340

At 30 June 2012, if the PGK foreign exchange rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:

Judgements of reasonably possible movements relating to financial assets and liabilities denominated in PGK: Consolidated +5% (2011: +5%) -5% (2011: -5%)	Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 2011 $’000 2012 $’000 2011 $’000
	(680) (257) - - 680 257 - -

The reasonably possible movements have been based on review of historical movements.

Price risk

Equity securities price risk arises from investments in equity securities. At 30 June 2012 the Group did not have any investments in equity securities. At 30 June 2011 the Group had a single equity investment which was publicly traded on the ASX.

At 30 June 2012, if the share price of the single equity investment had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:

Judgements of reasonably possible movements relating to share price of equity investment: Consolidated +15% (2011: +15%) -15% (2011: -15%)	Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 2011 $’000 2012 $’000 2011 $’000
	- - - 2,717 - - - (2,717)

The reasonably possible movements have been based on review of historical movements.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(a) Risk exposures and responses (cont’d)

Credit risk

The Group trades only with recognised, creditworthy third parties.

It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Publicly available credit information from recognised providers is utilised for this purpose where available.

In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.

There are no significant concentrations of credit risk within the Group. The Group minimises concentrations of credit risk in relation to accounts receivable by undertaking transactions with a number of customers within the resources, energy and infrastructure industry sector. There are multiple contracts with our significant customers, across a number of their subsidiaries, divisions within those subsidiaries and locations.

For transactions that are not denominated in the functional currency of the relevant operating unit, the Group does not offer credit terms without the specific approval of the Chairman, Managing Director or Chief Financial Officer.

With respect to credit risk arising from the other financial assets of the Group, which comprises cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The Group’s maximum exposure to credit risk is its trade receivables which have a balance at 30 June 2012 of $213,951,000 (2011: $140,323,000).

Since the Group only trades with recognised third parties, there is no requirement for collateral.

Liquidity risk

The Group’s objective is to manage the liquidity of the business by monitoring project cash flows and through the use of financing facilities. The Group currently utilises financing facilities in the form of bank loans and hire purchase liabilities. The liquidity of the group is managed by the Group’s Finance & Accounting department.

The table below reflects all contractually fixed pay-offs, repayments and interest resulting from financial liabilities as of 30 June 2012.

The remaining contractual maturities of the Group’s derivative financial instruments and financial liabilities are:

Derivative financial instruments 6 months or less 6 – 12 months Financial liabilities 6 months or less 6 – 12 months 1 – 5 years	Consolidated 2012 $’000 2011 $’000 143 - 290 -
	433 -
	291,508 192,378 11,047 7,323 34,330 32,210
	336,885 231,911

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(a) Risk exposures and responses (cont’d)

Maturity analysis of derivative financial instruments and financial liabilities:

Year ended 30 June 2012 Consolidated Derivative financial instruments US$ inflows A$ outflows Net maturity Financial liabilities Trade and other payables Bank loan Hire purchase liability Net maturity Year ended 30 June 2011 Consolidated Financial liabilities Trade and other payables Bank loan Hire purchase liability Net maturity	6 months or less $’000 6 months to 1 year $’000 1 year to 5 years $’000 Total Contractual Cash Flows $’000 Total Carrying Amount $’000 7,221 20,159 - 27,380 433 (7,078) (19,869) - (26,947) -
	143 290 - 433 433
	280,686 - - 280,686 280,686 443 402 1,608 2,453 2,171 10,379 10,645 32,722 53,746 48,450
	291,508 11,047 34,330 336,885 331,307
	6 months or less $’000 6 months to 1 year $’000 1 year to 5 years $’000 Total Contractual Cash Flows $’000 Total Carrying Amount $’000 183,264 - - 183,264 183,264 44 43 40 127 102 9,070 7,280 32,170 48,520 42,854 192,378 7,323 32,210 231,911 226,220

Note, trade and other payables includes advances on construction work in progress of $158,202,000 (2011: $144,467,000). This amount is expected to be settled by the performance of work rather than via contractual cash flows.

(b) Net fair values of financial assets and liabilities

The aggregate net fair values of financial assets and financial liabilities at balance date are as follows:

Consolidated Financial assets Cash Other debtors Receivables – trade Available-for-sale assets Derivative financial instruments Total financial assets	Carrying Amount Aggregate Net Fair value 2012 $’000 2011 $’000 2012 $’000 2011 $’000 203,556 172,479 203,556 172,479 25,644 27,705 25,644 27,705 213,951 140,323 213,951 140,323 - 25,875 - 25,875 433 - 433 -
	443,584 366,382 443,584 366,382

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(b) Net fair values of financial assets and liabilities (cont’d)

Consolidated Financial liabilities Payables Bank loan Hire purchase liability Total financial liabilities	Carrying Amount Aggregate Net Fair value 2012 $’000 2011 $’000 2012 $’000 2011 $’000 280,686 183,264 280,686 183,264 2,171 102 2,183 117 48,450 42,854 48,490 41,853
	331,307 226,220 331,359 225,234

Interest bearing liabilities with fixed interest rates: The fair value includes the value of contracted cash flows, discounted at market rates.

Cash and cash equivalent: The carrying amount approximates fair value because of their short-term maturity.

Receivables and payables: The carrying amount approximates fair value due to short term maturity.

The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:

Level 1: The fair value is calculated using quoted prices in active markets. Level 2: The fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).

Level 3: The fair value is estimated using inputs for the asset or liability that are not based on observable market data.

Recognised financial instruments valuation method

Available-for-sale assets: Level 1 - Calculated using quoted prices in active markets.

Derivative financial instruments Level 2 – Net present value calculated using forward exchange rates at the valuation date.

MONADELPHOUS GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2012

Notes 30. PARENT ENTITY INFORMATION Information relating to Monadelphous Group Limited parent entity Current assets Total assets Current liabilities Total liabilities Net assets Contributed equity Share-based payment reserve Net unrealised gains reserve Retained earnings Total equity Profit after tax Total comprehensive income of the parent entity Contingent liabilities Guarantees 20(d)	2012 $’000 2011 $’000 194,589 177,365 741,321 672,469 (551,929) (508,016) (582,382) (542,602)
	158,939 129,867
	57,876 46,612 26,441 17,210 - 12,395 74,622 53,650
	158,939 129,867
	114,068 84,912
	101,673 91,209
	330,170 129,180

Guarantees entered into by the Group are via the parent entity. Details are contained in note 20(d).

Guarantees entered into by joint ventures are via those entities directly.

Capital commitments

The parent entity has capital commitments of $nil at 30 June 2012 (2011: $nil).

MONADELPHOUS GROUP LIMITED CORPORATE GOVERNANCE STATEMENT 30 JUNE 2012

The Board of Directors of Monadelphous Group Limited (Monadelphous) is responsible for establishing the corporate governance framework of the consolidated entity having regard to the ASX Corporate Governance Council published guidelines as well as its corporate governance principles and relevant recommendations. The Board guides and monitors the business and affairs of Monadelphous on behalf of the shareholders by whom they are elected and to whom they are accountable.

The table below summarises the Group’s compliance with the Corporate Governance Council’s Recommendations.

	Recommendation	Comply	Reference /
		Yes / No	Explanation
Principle 1 – Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the Board and	Yes	Page 92
	those delegated to senior executives and disclose those functions.
1.2	Companies should disclose the process for evaluating the	Yes	Page 96
	performance of senior executives.
1.3	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 1.
Principle 2 – Structure the Board to add value
2.1	A majority of the Board should be independent directors.	No	Page 93
2.2	The chair should be an independent director.	No	Page 93
2.3	The roles of chair and chief executive officer should not be	Yes	Page 93
	exercised by the same individual.
2.4	The Board should establish a nomination committee.	Yes	Page 94
2.5	Companies should disclose the process for evaluating the	Yes	Page 96
	performance of the Board, its committees and individual directors.
2.6	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 2.
Principle 3 – Promote ethical and responsible decision-making
3.1	Companies should establish a code of conduct and disclose the	Yes	Website
	code or a summary of the code as to:
	• the practices necessary to maintain confidence in the
	Company’s integrity;
	• the practices necessary to take into account their legal
	obligations and the reasonable expectations of their
	stakeholders;
	• the responsibility and accountability of individuals for
	reporting and investigating reports of unethical practices.
3.2	Companies should establish a policy concerning diversity and	Yes	Page 97
	disclose the policy or a summary of that policy. The policy should
	include requirements for the Board to establish measurable
	objectives for achieving gender diversity and for the Board to
	assess annually both the objectives and progress in achieving them.
3.3	Companies should disclose in each annual report the measurable	Yes	Page 97
	objectives for achieving gender diversity set by the Board in
	accordance with the diversity policy and progress towards
	achieving them.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

	Recommendation (Continued)	Comply	Reference /
		Yes / No	Explanation
3.4	Companies should disclose in each annual report the proportion of	Yes	Page 98
	women employees in the whole organisation, women in senior
	executive positions and women on the Board.
3.5	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 3.
Principle 4 – Safeguard integrity in financial reporting
4.1	The Board should establish an audit committee.	Yes	Page 95
4.2	The audit committee should be structured so that it:	Yes	Page 95
	• consists only of non-executive directors;
	• consists of a majority of independent directors;
	• is chaired by an independent chair, who is not chair of the
	Board;
	• has at least three members.
4.3	The audit committee should have a formal charter.	Yes	Website
4.4	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 4.
Principle 5 – Make timely and balanced disclosure
5.1	Companies should establish written policies designed to ensure	Yes	Website
	compliance with ASX Listing Rule disclosure requirements and to
	ensure accountability at a senior executive level for that compliance
	and disclose those policies or a summary of those policies.
5.2	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 5.
Principle 6 – Respect the rights of shareholders
6.1	Companies should design a communication policy for promoting	Yes	Website
	effective communication with shareholders and encouraging their
	participation at general meetings and disclose their policy or a
	summary of that policy.
6.2	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 6.
Principle 7 – Recognise and manage risk
7.1	Companies should establish policies for the oversight and	Yes	Page 95
	management of material business risks and disclose a summary of
	those policies.
7.2	The Board should require management to design and implement the	Yes	Page 95
	risk management and internal control system to manage the
	Company’s material business risks and report to it on whether those
	risks are being managed effectively. The Board should disclose that
	management has reported to it as to the effectiveness of the
	Company’s management of its material business risks.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

	Recommendation (Continued)	Comply	Reference /
		Yes / No	Explanation
7.3	The Board should disclose whether it has received assurance from	Yes	Page 95
	the chief executive officer (or equivalent) and the chief financial
	officer (or equivalent) that the declaration provided in accordance
	with section 295A of the_Corporations Act 2001_is founded on a
	sound system of risk management and internal control and that the
	system is operating effectively in all material respects in relation to
	financial reporting risks.
7.4	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 7.
Principle 8 – Remunerate fairly and responsibly
8.1	The Board should establish a remuneration committee.	Yes	Page 96
8.2	The remuneration committee should be structured so that it:	Yes	Page 96
	• consists of a majority of independent directors;
	• is chaired by an independent chair;
	• has at least three members
8.3	Companies should clearly distinguish the structure of non-executive	Yes	Page 96
	directors’ remuneration from that of executive directors and senior
	executives.
8.4	Companies should provide the information indicated in the guide to	Yes
	reporting on Principle 8.

Monadelphous Group Limited’s corporate governance practices were in place throughout the year ended 30 June 2012, unless otherwise stated. Monadelphous Group Limited complies in all material respects with the Council’s best practice recommendations.

Various corporate governance practices are discussed within this statement. For further information on corporate governance policies adopted by Monadelphous Group Limited refer to our website:

www.monadelphous.com.au

Board Functions

The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.

To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board.

The responsibility for the operation and administration of the Company is delegated, by the Board, to the Managing Director and the executive management team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director and the executive management team.

Whilst at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its stewardship it makes use of sub-committees. Specialist committees are able to focus on a particular responsibility and provide informed feedback to the Board.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

To this end the Board has established the following committees:

Audit
Nomination
• Remuneration

The roles and responsibilities of these committees are discussed throughout this Corporate Governance Statement.

The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risk identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:

Board approval of a strategic plan designed to meet stakeholders’ needs and manage business risk;
ongoing development of the strategic plan and approving initiatives and strategies designed to ensure continued growth and success of the entity; and
implementation of budgets by management and monitoring progress against budgets – via the establishment and reporting of both financial and non-financial key performance indicators.

Other functions reserved to the Board include:

approval of the annual and half-yearly financial reports;
approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;
ensuring that any significant risks that arise are identified, assessed, appropriately managed and monitored;
reporting to shareholders.

Structure of the Board

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors’ Report on page 10. The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required. Directors of Monadelphous are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with – the exercise of their unfettered and independent judgement.

In the context of director independence, ‘materiality’ is considered from both the Company and individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal or less than 5% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount.

Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual ability of the director in question to shape the direction of the Company’s loyalty.

In accordance with the definition of independence, and the materiality thresholds set, Mr P. J. Dempsey and Mr C. P. Michelmore are considered to be independent directors.

The Board believes that while the Chairman is not independent, the current composition of the Board with its combined skills and capability, best serve the interests of the shareholders.

The role of Chairman and Chief Executive Officer are not exercised by the same individual.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

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.

The term in office held by each director in office at the date of this report is as follows:

C. G. B. Rubino 21 years Executive Director R. Velletri 20 years Executive Director I. Tollman 20 years Non-Executive Director P. J. Dempsey 9 years Lead Independent Non-Executive Director C. P. Michelmore 5 years Independent Non-Executive Director

Trading Policy

Under the Company’s Share Trading Policy, Key Management Personnel and other employees may only trade in securities of the Company during specific periods, and then only if they do not possess any unpublished, price-sensitive information in relation to those securities.

The trading periods in which buying and selling of the Company’s securities, either directly or indirectly, by a Key Management Personnel or other employee is allowed, spans the periods between 24 hours and 30 working days after each of the following events:

release of the annual and half-yearly results to the ASX;
the close of the Annual General Meeting; or
any other time as the Board of Directors of Monadelphous permits.

All other periods are “closed periods” during which Key Management Personnel and other employees are prohibited from dealing in Monadelphous securities. From time to time, the Board of Directors of Monadelphous may also declare that Key Management Personnel and other employees are prohibited from dealing in Monadelphous securities during trading periods even though those trading periods are not closed periods.

Before commencing to trade, a Key Management Personnel or other employee must first notify the Company Secretary of their intention to do so. The notification must state that the proposed purchase or sale is not as a result of access to, or being in possession of, price sensitive information that is not currently in the public domain.

As required by the ASX Listing Rules, the Company notifies the ASX of any transaction conducted by the Directors in the securities of the Company.

For a copy of the Share Trading Policy, please refer to our website.

Nomination Committee

The Board has a nomination committee which operates under a charter and meets at least annually. The nomination committee is responsible for ensuring that the Board continues to operate within the established guidelines, including when necessary, selecting candidates for the position of director. The nomination committee comprises of two independent non-executive directors and one executive director. Members of the nomination committee throughout the year were:

C. G. B. Rubino (Chairman) C. P. Michelmore P. J. Dempsey

For details of directors’ attendance at meetings of the nomination committee, refer to page 24 of the Directors’ Report.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

Audit Committee

The Board has an audit committee which operates under a charter approved by the Board. It is the Board’s responsibility to ensure that 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 the benchmarking of operational key performance indicators. The Board has delegated responsibility for establishing and maintaining a framework of internal control and ethical standards to the audit committee.

The committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. All members of the audit committee are non-executive directors. The members of the audit committee during the year were:

P. J. Dempsey (Chairman) I. Tollman C. P. Michelmore

Qualifications of audit committee members

P. J. Dempsey has over 40 years experience in the management of risks associated with the industry in which Monadelphous operates.

I. Tollman has significant experience in the management of Monadelphous having served as the finance director of Monadelphous for 11 years and as a non-executive director for 9 years.

C. P. Michelmore has over 40 years experience in the management of risks associated with the construction industry.

For details on the number of meetings of the audit committee held during the year and the attendees at those meetings, refer to page 24 of the Directors’ Report.

Risk

In conducting its business, the Group takes commercial and business risks to achieve its objectives. The Group’s exposure to risks covers areas such as tendering, execution and delivery, safety, reputation, contracts, human resources, liquidity and finance.

The Board is responsible for setting the strategic direction of the Group and for creating and maintaining the environment and structures within which risk management practices can operate effectively.

The audit committee assists the Board and is responsible for the assessment of the effectiveness of risk management procedures, internal controls, policies and procedures in identifying business and financial risks and controlling their financial impact by considering any significant matters identified by management.

The Managing Director and Chief Financial Officer have ultimate accountability to the Board for the risk management and internal control system. The Group Risk and Business Process Management function is responsible for the risk management framework. Group Assurance is responsible for providing an appraisal of the adequacy of and compliance with, the risk management and internal control system.

The Board regularly receives updates from management as to the effectiveness of the Company’s management of its material business risks.

For further information on the Company’s risk management plan, refer to our website.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

Managing Director and CFO Certification

In accordance with section 295A of the Corporations Act 2001 , the Managing Director and Chief Financial Officer have provided a written statement to the Board that:

their views provided on the consolidated entity’s financial reports are founded on a sound system of risk management and internal compliance and control which implements the financial policies adopted by the Board; and
that the consolidated entity’s risk management and internal compliance and control systems are operating effectively in all material respects.

Performance

The performance of the Board and key executives is reviewed regularly against both measurable and qualitative indicators. During the reporting period, the nomination committee conducted performance evaluations which involved an assessment of the Board’s and Senior Executives’ performance against qualitative and quantitative performance criteria. The performance criteria against which the Board and executives are assessed are aligned with the financial and non-financial objectives of Monadelphous.

Remuneration Committee

It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions. To assist in achieving this objective, the remuneration committee links the nature and amount of executive directors’ and officers’ remuneration to the Company’s financial and operational performance. The expected outcomes of the remuneration structure are:

retention and motivation of key executives
attraction of quality management to the Company
performance incentives which allow executives to share in the rewards of the success of Monadelphous.

For full discussion of the Company’s remuneration philosophy and framework and the remuneration received by directors and executives in the current period, please refer to the Remuneration Report, which is contained within the Directors’ Report.

In relation to the issuing of options, discretion is exercised by the Board, having regard to the overall performance of Monadelphous and the performance of the individual during the period. The Monadelphous Group Limited Employee Option Plan rules have been approved by shareholders.

There is no scheme to provide retirement benefits, other than statutory superannuation, to directors. There is no scheme to provide retirement benefits to non-executive directors.

The Board is responsible for determining and reviewing compensation arrangements for the directors themselves and the executive team. The Board has established a remuneration committee, comprising three non-executive directors. Members of the remuneration committee throughout the year were:

C. P. Michelmore (Chairman) I. Tollman P.J. Dempsey

For details on the number of meetings of the remuneration committee held during the year and the attendees at those meetings, refer to page 24 of the Directors’ Report.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

Diversity

At Monadelphous, we recognise that the source of our competitive advantage is our people, and our success is a reflection of their quality and skills. We focus on attracting, developing and retaining the right people who are highly competent, live our values and actively contribute to the long term success of our business. Our workforce consists of people with diverse cultures, backgrounds and skills, and this diversity enriches our breadth of knowledge, capability and experience.

On 30 June 2010, The Australian Securities Exchange Corporate Governance Council introduced a number of new recommendations in respect of diversity reporting. The changes applied to listed entities for the financial year commencing on or after 1 January 2011.

Monadelphous is committed to diversity, and we manage and recruit based on competence and performance. We believe in the principle of equal opportunity in employment for all people, regardless of any personal attributes such as gender, sexual preference, marital status, pregnancy, family responsibilities, race, political or religious belief, disability and age.

This commitment to diversity is evidenced through, among other things:

Promoting the awareness of, and commitment to, workplace diversity principles
Recruitment strategies that ensure we attract employees from a diverse pool of qualified candidates
Actions and policies which ensure all employees are valued, encouraged and provided with opportunities to develop to their full potential
Integration of workplace diversity principles into business and human resources processes and systems
Establishing and assessing measurable objectives for achieving greater diversity

Monadelphous has established the following measurable objectives across the organisation to enhance gender diversity:

Action	Progress
Ensuring all female employees in senior management positions receive formal performance feedback with identified development opportunities, and are encouraged to enter into formal career mentoringrelationships.	Formal performance feedback for employees is communicated at least once annually.
An annual executive review of development plans for female senior executives is performed by the General Manager Human Resources to ensure their appropriateness in developing and retaining Monadelphous’ key female talent.	The General Manager Human Resources completes the review at least once annually.
The provision of suitable working arrangements for employees returning from maternity leave and the ongoing engagementwith these employees duringthisperiod.	Currently in place.
Continued promotion of career opportunities in the resources sector including presentations at career exhibitions, universities, professional institutions and other suitable forums to amongst other things, engage females to consider engineering as a career choice.	Monadelphous continued to promote career opportunities in the resource sector during the year with attendance at career exhibitions, universities and continued involvement in the Monadelphous Integrated Learning Centre at UWA. The Group aims to attend at least three events annually.

MONADELPHOUS GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT (continued) 30 JUNE 2012

Action	Progress
A review of the number of candidates from diverse backgrounds identified as key talent for the purposes of successionplanning.	A process is in place to complete the review annually.
An annual pay audit across all key roles within the business to ensuregenderparityin ourpaylevels.	Annually, the first review scheduled to be completed in FY2013.
The establishment of confidential reporting avenues to allowemployees to report matters of discrimination.	Currently in place.
Prominent communication of our Equal Employment Opportunity policyacross the organisation.	Currently in place.

These objectives, and the progress towards them, will be assessed on an annual basis.

At 30 June 2012, 14% of our workforce was female. This reflects the reality of the industry within which we operate and the generally low participation rates of women in the engineering and manual trades workforce across Australia. The available pool of female candidates for engineering and manual roles is limited and consequently constrains the ability of the Company to increase female participation through internal promotion and external recruitment both across the workforce and at the senior executive level. Across the Group’s service and support functions the female participation rate increases to 53%.

At the senior level, currently 24% of our senior executives, being those who report to the Managing Director, and their direct reports, are female.

We currently have five directors on the Board of Monadelphous all of whom are male. The Board regularly reviews it composition and structure to ensure its membership is the most suitable to achieve long-term sustainable shareholder wealth. The nomination committee of the Board regularly reviews its membership and recommends the appointment of new directors based on competency, experience and knowledge whilst being cognisant of the benefit of diversity to the Board’s make-up.

Furthermore, we recognise the special place of Indigenous people, the traditional custodians of the land, and the role that they play in the success of our business, and we acknowledge the special hardship and disadvantage which they have historically experienced.

Our Reconciliation Action Plan is a commitment by Monadelphous to make Indigenous people feel welcomed, respected and valued as employees, business partners and members of the community, especially those communities in which we operate.

We are committed to offering meaningful and sustainable employment for Indigenous people, increasing the number of Indigenous people we employ and giving them genuine support to build their careers with us. Our executive team, and a number of our key site based leaders attended cultural awareness training throughout the year to facilitate improved cultural understanding. The objective of these training sessions is to enhance the experience of our Indigenous site based employees.

For further details of the Diversity Policy and Code of Conduct covering Equality of Employment (including gender) and Harassment please refer to our website.

AI assistant

MONADELPHOUS GROUP LIMITED — Annual Report 2012

65357_rns_2012-08-20_c3e7a597-c180-4e51-8978-24c0d29f2637.pdf

MONADELPHOUS GROUP LIMITED

FINANCIAL REPORT

MONADELPHOUS GROUP LIMITED A.B.N. 28 008 988 547

CORPORATE DIRECTORY

Directors

Auditors Ernst & Young

Controlled Entities

MONADELPHOUS GROUP LIMITED A.B.N. 28 008 988 547

FINANCIAL OVERVIEW

Revenue

Earnings

Dividend

Positioned for Growth

Capital Expenditure

CORPORATE

Norfolk Divestment

Market Index Rating

AnaeCo Shareholding

OPERATIONAL OVERVIEW

Our Strategy

Health and Safety

People

Risk Management

OPERATIONAL ACTIVITY

Engineering Construction

Maintenance and Industrial Services

Infrastructure

Outlook

DIRECTORS

Names, qualifications, experience and special responsibilities

Interests in the shares and options of the Company and related bodies corporate

CORPORATE INFORMATION

Corporate structure

Nature of operations and principal activities

Employees

OPERATING AND FINANCIAL REVIEW

Review

Operating results for the year

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

SIGNIFICANT EVENTS AFTER REPORTING PERIOD

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

ENVIRONMENTAL REGULATION AND PERFORMANCE

SHARE OPTIONS

Unissued shares

Shares issued as a result of the exercise of options

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

INTERESTS IN CONTRACTS OR PROPOSED CONTRACTS WITH THE COMPANY

REMUNERATION REPORT (Audited)

Details of Key Management Personnel

(i) Directors

(ii) Executives

Remuneration Philosophy

Remuneration Committee

REMUNERATION REPORT (Audited) (cont’d)

Remuneration Structure

Non-executive director remuneration

Objective

Structure

Executive remuneration

Objective

Structure

REMUNERATION REPORT (Audited) (cont’d)

Executive remuneration (cont’d)

Fixed remuneration

Objective

Structure

Variable remuneration – Short term incentive (STI)

Objective

Structure

REMUNERATION REPORT (Audited) (cont’d)

Executive remuneration (cont’d)

Variable remuneration – Short term incentive (STI) (cont’d)

Variable remuneration – Long term incentive (LTI)

Objective

Structure

REMUNERATION REPORT (Audited) (cont’d)

Executive remuneration (cont’d)

MONADELPHOUS GROUP LIMITED Annual Report 2012