OLDFIELDS HOLDINGS LIMITED — Annual Report 2008

Sep 29, 2008

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES

ABN : 92 000 307 988

Annual Financial Report For The Year Ended 30[th] June 2008

OLFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES

30 June 2008

ABN: 92 000 307 988

CONTENTS	PAGE
Directors Report	1
Auditor's Independence Declaration	9
Income Statement	10
Balance Sheet	11
Statement of Changes in Equity	12
Cash Flow Statement	13
Notes to the Financial Statements	14
Directors' Declaration	38
Independent Audit Report	39
Corporate Governance Statement	41
Additional Information Top 20 Shareholders	48
Additional Information for Listed Public Companies	49

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT

Your directors present their report on the company and its controlled entities for the financial year ended 30 June 2008.

Directors

The names of directors in office at any time during or since the end of the year are:

John R Westwood

Anthony Mankarios Thomas D J Love

Christopher C Hext

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Company Secretary

The following person held the position of company secretary at the end of the financial year: Gary J. Guild.

Mr. Guild is a Member of the Australian Institute of Management, Professional Fellow National Institute of Accountants, Fellow of the Taxation Institute of Australia and Certified Finance and Treasury Professional.

Mr. Guild held a Senior Accounting and Management position with a top tier Chartered Accountant firm for 18 years and has extensive experience with various public companies as senior executive.

Principal Activities

The principal activities of the consolidated group during the financial year were:

• manufacturing, importing and marketing of paint brushes, paint rollers, painter's tools and spray guns,

• manufacture, marketing and exporting of Treco Garden Sheds, outdoor storage systems, avaries and pet homes,

• manufacture and marketing of scaffolding and related equipment, and

• operation of a hire division, hiring scaffolding and related products to the building and construction industry.

There were no other significant changes in the nature of the consolidated group’s principal activities during the financial year.

Operating Results

The consolidated profit of the consolidated group after providing for income tax and eliminating minority equity interests amounted to $1,718,487.

Dividends Paid or Recommended

Dividends paid or declared for payment are as follows:

A partially franked Final Dividend of 4.5 cents, franked to 30% is declared and will be paid on the 15th December 2008, the record date being the 15th November 2008. This is up 12.5% on the previous Final Dividend and up 15.38% in total.

The Company's total assets as reported to 30 June are $43.0M. The total number of ordinary shares on issue in the Company rose to 12,835,957 shares as at 30 June 2008.

Review of Operations

Summary

Revenue up 29.48% EBITDA up 27.41% EBIT up 28.52% NPAT up 9.94%

Total dividends (6.5 cents in 2007, 7.5 cents in 2008) up 15.38%

The Directors are pleased to announce that for the year ending 30 June 2008, the Company made a net profit after tax (NPAT) attributable to members after minority holdings of $1,718,487. This compares to NPAT in the prior year 2007 of $1,563,790 up 9.9% and up against 2006 $1,150,296 for the same period.

Total Company's consolidated revenues are $47,316,921 to 30 June 2008 compared to $36,542,641 in previous year to 30 June 2007, up 29.48% and up on 2006 of $31,103,369 for the same period.

EBITDA is $6.10M for the year ending 30 June 2008 compared with $4.79M to previous year, up 27.41% for the year.

Earnings before interest and tax (EBIT) also increasing to $4.43M from $3.45M, up 28.52% for this period.

The Australian operations contributed a strong growth result. The impact of the overseas associate company contributed unfavourably to the overall group profit result during this period, otherwise the group result would have been stronger. The overseas associates were affected by non-cash one-off effects with foreign exchange, depreciation and amortisation charges. This situation is improving slightly, but the comparative result was affected adversely by nearly $332,915 in comparative terms to last year's contribution from the overseas associates. The Company will shortly undergo a review of its overseas assets in order to maximise shareholder returns in the following year.

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT

Paint Application Products

The Australian segment experienced continued strong demand for its products. The Company was able to secure and improve its market presence with certain mainline customers with new product lines filtering into our major accounts and this is expected to improve marginally during the following year. General market conditions associated with the housing market in NSW and most of Australia for the second half of this period was soft.

Increased fuel charges and raw material costs along with fluctuating foreign USD exchange rates against the Chinese RMB have placed additional pressure on our costs in this period.

The Company has purchased the Wyco business, a wholesaler of sheepskin paint rollers and associated tools. This business was integrated into our Paint Application division in March 2008. The Company plans to settle the final tranche payment on 31 December 2008.

The Putty business acquired late in 2006, has been operating for over a full twelve months now and has assisted in increasing the division's revenue and net contribution to the Group. Product extension releases have been put back until Spring 2008. This will assist our Group's revenue growth momentum.

PT Ace Indonesia

This is an associate company located in Jakarta, Indonesia, that manufactures brushes and rollers. The division suffered reductions in profit as a result of currency fluctuations, softer sales and increased raw material costs.

The Directors are confident that the business is intrinsically strong. The quality and consistency of product manufactured in Indonesia remains relatively high to that of our competitors as is evident from interest received to date from customers in other developed nations.

We anticipate steady trading with no major changes forecast for six months or so. Management anticipates steady activity during the early portion of the new financial year.

Tangshan Hengfeng Painting Accessories, China

This business, located in China, is an associate with major real estate assets and fixed assets contributing to an increase in depreciable items, thereby impacting on the overall result. The division's activity is expected to remain steady for the later half of the year,

The Company, as previously announced, has increased its stake in this associate from 37.0% to 47.5%.

The factory started production in April 2007 and is gaining additional order enquiries. The international market is softening with fluctuations in currency rates and raw materials having an impact on costs during this period. The situation is expected to settle in the next 6 months.

Aluminium Scaffold Division

The Company is a Market Leader in Aluminium Scaffold in Australia. It operates under the following registered trading names including Oldfields Access, Advance Scaffolds, Direct Scaffolds, Aluminium Scaffold Services, Adelaide Scaffold Solutions and Scaffold The World.

This business unit's total revenue has increased considerably over last year for the same period. The Group recently acquired the business of Advance Scaffolds through its Advance Scaffold Solutions Pty Limited 100% subsidiary. This is a profitable business which is increasing its market share. The Group now also manufacture in China through its Foshan Advcorp Scaffold Limited. The Vendors of the Advance Scaffold business are now executives of our company. Mr Maurie Abbott is the Divisional Managing Director and Mr Braden Murrin is its Marketing Director.

Although the building industry remains soft, our expansion and revenue has shown solid gains on last year. The division is expected to continue to increase revenue over the next 12 month period. Oldfields Access has grown with additional branches and this also has affected the Group's results with one-off non-recurring charges along with infrastructural costs associated with our set-up of the new facility in Foshan, China.

The overall result has contributed towards the Group's results and moving forward management is dealing with a number of potential synergy and cost saving strategies.

The division's Australian manufacturing operations are mainly at 8 Farrow Road, Campbelltown, NSW.

The Group also manufactures its aluminium and fibreglass scaffold related products in Foshan, China. It is growing rapidly and the division has good prospects for additional orders from overseas markets. Our plant operates under world's best practice and there is planned expansion.

Treco Garden Sheds

The Garden Sheds division performed well. This business is a solid contributor to the Group. This was assisted by the division's management focus on better manufacturing efficiency. The Company congratulates the Management for their Group contribution.

The Company has branched out into storage solution products, securing exclusive international agencies resulting in significant local interest.

The international demand for steel has resulted in increased raw material prices. The Company is looking at possible strategies to limit this in the coming year. We anticipate a steady year moving forward with an increase in local demand.

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT

The Company's Real Estate Assets

The Company's real estate assets continue to grow through the group's 100% owned subsidiary Shed Holdings Pty Ltd.

In May 2008, we acquired a property at 210 Beatty Road, Archerfield, in Queensland. This is an ideal location that is partially leased to an associate as well as serving our scaffold division. The Director's are confident the quality location will add value into the future.

After revaluation of the St Mary's property by an independent registered valuer, the Board elected to take up the valuation gain on this investment, consistent with AFRIS accounting standards and last year's treatment. This contributed $339,280 to the Group's EBITDA result.

The Company aims to utilise most of these sites in its current operations, with the exception of the St Marys site that is mostly currently leased to tenants and possibly the Prestons site, which will be reviewed this year in line with our branch rationalisation plan.

As announced, the Company's total debt has increased to approximately $15.9M in June 2008, as a result of increased investment activity in prime Real Estate and business acquisitions. We anticipate that due to tranche payments to vendors of businesses, the Company will issue additional shares and increase its borrowings in 2009. The Company anticipates strong growth as a result of these acquisitions. It has a solid track record of delivering continued improving results under this management.

The Company raised equity during this period to improve the future liquity of its traded shares on the ASX. It plans to continue to raise equity, especially by issue to vendors of businesses that it acquires where possible and through DRP (Dividend Reinvestment Plan) funding into the near future. This will ensure we will remain at comfortable gearing ratios. The Company's profile is significantly improved and will continue to do so with it's prime real estate assets and quality maintainable Australian businesses.

Significant Changes in State of Affairs

During the financial year, there were no significant changes in the state of affairs of the consolidated group other that referred to in the financial statement or notes thereto.

After Balance Sheet Events

The Company, through a newly incorporated subsidiary, known as H&O Products Pty Limited, purchased the business assets of H&O Pharmaceuticals Pty Limited. This company is 75% owned by NOST Investments Pty Limited which is 100% owned by Oldfields Holdings Limited. As previously announced the vendors will receive a mix of shares in Oldfields Holdings Limited and cash and retain 25% of the H&O Products Pty Limited equity. On 1 August 2008 the vendors received 280,900 shares in Oldfields Holdings Limited. There was also a second issue of 493,827 shares on 14 August 2008 as a secondary payment for consideration of Inventory.

Future Developments, Prospects and Business Strategies

The Company strives to improve overall performance year on year. It elected to take measures this period to improve the company's long term prospects.

The Group is budgeted to grow and Management forecasts further growth for this coming year. As previously announced, with the additional revenue provided from its newest acquisition of the business operations of H and O Pharmaceuticals Pty Limited on the 1 August 2008, we anticipate Group revenue in excess of $50M in 2009.

The Group, on an overall basis, is performing to expectations early in this new financial year and the newly acquired business trading as H&O Products Pty Limited has booked considerable revenue from August and into early September 2008.

The Directors are keen to improve shareholder value and undertake to maintain good Corporate Governance. We will keep the market regularly informed. Whilst the results signal a continual overall improvement, the Board recognises that ultimately this Company needs to grow from being a small listed public company. The biggest challenges will be to manage our growth and investment commitments whilst maintaining steady dividend growth.

We have resolved to continue to explore any opportunity to gain synergistic possibilities through mergers or acquisitions of suitable entities, both private or public, into the future with companies operating similar or diverse businesses in order to add critical mass to the organisation, and add shareholder value and improve the liquidity of our traded shares.

The Directors feel that whilst every care has been taken in improving shareholders an accurate insight into our future prospects, as stated in the report, circumstances may change and results may vary depending on uncontrollable economic and unforeseen circumstances.

The Company's focus is now mainly on integration of the existing new business activities and their organic growth with a short consideration period expected for the next few months.

The Board will also undergo a formal review of the Company's assets and determine the appropriate strategy to maximise profit in the coming year.

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Environmental Issues

The economic entity's manufacturing operations are not subject to significant environmental regulations under the law of the Commonwealth and State. The economic entity has established a process whereby compliance with existing environmental regulations and new regulations is monitored continually. This process includes procedures to be followed should an incident which adversely impacts the environment. The Directors are not aware of any significant breaches during the period covered by this report.

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT

Information on Directors

John R Westwood	—	Chairman (Non Executive), Age 57.
Qualifications	—	Accountant.
Experience	—	Appointed Chairman 12 August 2002. Board member since 2001. Mr. Westwood has 27
		years experience in the Building Materials Industry holding many senior accounting
		positions and is an experienced administrator of both small and medium sized
		companies.
Interest in Shares and Options	—	3,410,000 Ordinary Shares in Oldfields Holdings Limited and options to acquire a further
		150,000 ordinary shares.
Special Responsibilities	—	Mr. Westwood is a member of the Remuneration Committee.
Directorships held in other listed entities	—	Nil.
Anthony Mankarios	—	Chief Executive Officer. Age 41.
Qualifications	—	Fellow of the Australian Institute of Company Directors, Master of Business
		Administration (SGSM), Certified Finance and Treasury Professional.
Experience	—	Appointed Chief Executive Officer 10 October 2002. Board member since 2001. Mr.
		Mankarios was previously involved for 13 years in all aspects of the running and
		administration of a group of companies in the paint industry and has extensive
		experience in manufacturing and retail business.
Interest in Shares and Options	—	2,074,497 Ordinary Shares in Oldfields Holdings Limited and options to acquire a further
		500,000 ordinary shares.
Special Responsibilities	—	Mr. Mankarios is a member of the Remuneration Committee.
Directorships held in other listed entities	—	Joyce Corporation Limited.
Thomas D J Love	—	Director (Non Executive). Age 77.
Qualifications	—	Fellow of the Institute of Chartered Accountants.
Experience	—	Mr. Love was a partner in firms of Chartered Accountants for 40 years and has been a
		director since 1964. Mr. Love has also been a director of a number of Australian and
		overseas public listed and private companies.
Interest in Shares and Options	—	94,800 Ordinary Shares in Oldfields Holdings Limited and options to acquire a further
		50,000 ordinary shares.
Special Responsibilities	—	Mr. Love is a member of the Audit Committee.
Directorships held in other listed entities	—	Nil.
Christopher C Hext	—	Director (Non Executive). Age 56.
Qualifications	—	Bachelor of Business (Accounting), Registered Tax Agent, Justice of Peace.
Experience	—	Board member since 2001. Mr. Hext was a Certified Practicing Accountant and has held
		senior accounting and management positions in companies of all sizes.
Interest in Shares and Options	—	60,000 Ordinary Shares in Oldfields Holdings Limited and options to acquire a further
		50,000 ordinary shares.
Special Responsibilities	—	Mr. Hext is Chairman of the Audit Committee.
Directorships held in other listed entities	—	Nil.

REMUNERATION REPORT

This report details the nature and amount of remuneration for each key management person of Oldfields Holdings Limited, and for the executives receiving the highest remuneration.

Remuneration policy

The remuneration policy of Oldfields Holdings Limited has been designed to align key management personnel objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the consolidated group’s financial results. The board of Oldfields Holdings Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best key management personnel to run and manage the consolidated group, as well as create goal congruence between directors, executives and shareholders.

The board’s policy for determining the nature and amount of remuneration for key management personnel of the consolidated group is as follows:

• The remuneration policy, setting the terms and conditions for key management personnel, was developed by the remuneration committee and approved by the board after seeking professional advice from independent external consultants.

• All key management personnel receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options and performance incentives.

• The remuneration committee reviews key management personnel packages annually by reference to the consolidated group’s performance, executive performance and comparable information from industry sectors.

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT

The performance of key management personnel is measured against criteria agreed annually with each executive and is based predominantly on the forecast growth of the consolidated group’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.

Key management personnel are also entitled to participate in the employee share and option arrangements.

The key management personnel receive a superannuation guarantee contribution required by the government, which is currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.

All remuneration paid to key management personnel is valued at the cost to the company and expensed. Shares given to key management personnel are valued as the difference between the market price of those shares and the amount paid by key management personnel. Options are valued using the Black-Scholes methodology.

The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to nonexecutive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the consolidated group. However, to align directors interests with shareholder interests, the directors are encouraged to hold shares in the company and are able to participate in the employee option plan.

Company performance, shareholder wealth and director and executive remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. The issue of options to the majority of directors and executives to encourage the alignment of personal and shareholder interests. The company believes this policy to have been effective in increasing shareholder wealth over the past four years.

The following table shows the gross revenue, profits and dividends for the last five years for the listed entity, as well as the share price at the end of the respective financial years. Analysis of the actual figures shows an increase in profits each year as well as an increase or maintenance of dividends paid to shareholders. The improvement in the company’s performance over the last five years has been reflected in the company’s share price with an increase each year, with the exception of 2005 and 2008, when the share price fell slightly. The board is of the opinion that these results can be attributed in part to the previously described remuneration policy and is satisfied that this continued improvement has lead to increased shareholder wealth over the past four years.

	2004	2005	2006	2007	2008
Revenue	24,409,410	28,364,084	31,103,369	36,542,641	47,316,921
Net Profit	900,067	1,189,631	1,150,296	1,563,790	1,718,487
Share Price at
Year-end	1.00	0.90	1.00	1.10	0.80
Dividends Paid	564,344	515,234	702,431	704,184	879,009

Key Management Personnel Remuneration Policy

The renumeration for key management person of the consolidated entity receiving the highest renumeration during the year was as follows:

Key Management Personnel Remuneration

2008 Key Management Personnel John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext Maurie W Abbott Kenneth E Holloway Raymond J Titman Gary J Guild	Short-term benefits Total $ 45,687 23,084 4,112 6,133 79,016 206,856 34,423 18,617 20,442 280,338 29,362 - - 2,044 31,406 39,540 - 3,559 2,044 45,143 121,301 4,263 10,917 - 136,481 60,108 14,611 - 2,044 76,763 80,999 21,130 7,290 6,133 115,552 86,619 5,757 7,687 2,044 102,107 Post Employment Benefits Share - based Payment Cash, salary & commissions $ Non-cash benefit $ Superannuation $ Options $
	670,472 103,268 52,182 40,884 866,806

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT

2007 Key Management Personnel John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext James W Toland Douglas H Oldfield Kenneth E Holloway Raymond J Titman Gary J Guild	Short-term benefits Total $ 44,800 18,301 4,032 - 67,133 198,999 30,652 17,910 - 247,561 28,415 - - - 28,415 34,482 - 3,103 - 37,585 17,733 - 1,596 - 19,329 17,831 - 1,605 - 19,436 46,727 21,105 - - 67,832 81,000 29,607 7,290 - 117,897 103,773 4,840 9,339 - 117,952 Post Employment Benefits Share - based Payment Cash, salary & commissions $ Non-cash benefit $ Superannuation $ Options $
	573,760 104,505 44,875 - 723,140

Options issued as part of remuneration for the year ended 30 June 2008

Options are issued to directors and executives as part of their remuneration. The options are not issued based on performance criteria, but are issued to the majority of directors and executives of Oldfields Holdings Limited and its subsidiaries to increase goal congruence between executives, directors and shareholders.

Options Granted As Remuneration

Key Management Personnel John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext Kenneth E Holloway Raymond J Titman Gary J Guild

Exercise Price $ $ 150,000 30-Jun-07 0.14 1.20 30-Jun-07 30-Jun-10 500,000 30-Jun-07 0.14 1.20 30-Jun-07 30-Jun-10 50,000 30-Jun-07 0.14 1.20 30-Jun-07 30-Jun-10 50,000 30-Jun-07 0.14 1.20 30-Jun-07 30-Jun-10 50,000 30-Jun-07 0.14 1.20 30-Jun-07 30-Jun-10 150,000 30-Jun-07 0.14 1.20 30-Jun-07 30-Jun-10 50,000 30-Jun-07 0.14 1.20 30-Jun-07 30-Jun-10 1,000,000 Granted No. Grant Date Value per Option at Grant Date First Exercise Date Last Exercise Date

All options vest within 1 year of grant date and expire within 3 years of vesting.

The service and performance criteria set to determine remuneration are included in this remuneration report.

All options were granted for nil consideration.

Employment contracts of directors and senior executives

The employment conditions of the Chief Executive Officer and specified executives are fomalised in contracts of employment. Other than the Chief Executive Officer, all executives are permanent employees of the Oldfields Group.

The employment contracts stipulate a range of one to three months resignation periods. The Company may terminate an employment contract without cause by providing a 12 months written notice or making payment in lieu based on the individual's annual salary component, together with a redundancy payment of between 5% and 10% of the individual's fixed salary cimponent. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct, the Company can terminate at any time. Any options not excercised before that date will lapse.

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT

Meetings of Directors

During the financial year, 9 meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows:

Directors’ Names John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext	Directors'	Directors'	Committee Meetings	Committee Meetings	Committee Meetings	Committee Meetings
			Audit		Remuneration
	Number eligible to attend	Number attended	Number eligible to attend	Number attended	Number eligible to attend	Number attended
	6 6 6 6	6 6 6 6	- 2 2 2	- 2 1 2	1 1 - -	1 1 - -

Indemnifying Officers or Auditor

During or since the end of the financial year the company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

The company has paid premiums to insure each of the following directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the company. The Insurance Policy prohibits disclosure of the amount of the premium.

John R Westwood

Anthony Mankarios Thomas D J Love Christopher C Hext

Options

At the date of this report, the unissued ordinary shares of Oldfields Holdings Limited under option are as follows

Exercise price 30-Jun-07 30-Jun-10 $1.20 Grant Date Date of expiry	1,425,000 Number under option
	1,425,000

No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

Proceedings on Behalf of Company

No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

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

Non-audit Services

The board of directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

• all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and

• the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

The following fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2008:

Accounting advisory services Taxation services Due diligence investigations	$ 4,450 11,500 17,000
	32,950

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2008

Note Sales Revenue 2 Cost of Sales Gross Profit Other income 2 Distribution expenses Marketing expenses Occupancy expenses Administrative expenses Finance costs Share of net profits of associates Profit before income tax 3 Income tax expense 4 Profit for the year Profit attributable to minority equity interest Profit attributable to members of the parent entity Continuing Operations Basic earnings per share (cents per share) 8 Diluted earnings per share (cents per share) 8 Dividends per share (cents)	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 30,115,792 23,667,690 - - (23,995,548) (18,740,853) - -
	6,120,244 4,926,837 - - 17,201,129 12,874,951 1,390,000 970,000 (13,778,910) (9,684,257) - - (1,242,473) (1,084,360) - - (1,038,232) (922,480) - - (2,633,290) (2,781,241) (58,261) - (1,795,725) (1,137,467) - - (197,199) 118,602 - -
	2,635,544 2,310,585 1,331,739 970,000 (817,102) (657,022) - -
	1,818,442 1,653,563 1,331,739 970,000 (99,955) (89,773) - -
	1,718,487 1,563,790 1,331,739 970,000
	13.64 13.34 13.64 13.34 6.97 6.01

The accompanying notes form part of these financial statements.

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OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES BALANCE SHEET AS AT 30 JUNE 2008

Note ASSETS CURRENT ASSETS Cash and cash equivalents 9 Trade and other receivables 10 Inventories 11 Other current assets 20 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables 10 Investments accounted for using the equity method 12 Financial assets 15 Property, plant and equipment 17 Investment property 18 Deferred tax assets 23 Intangible assets 19 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 21 Financial liabilities 22 Current tax liabilities 23 Short-term provisions 24 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Financial liabilities 22 Deferred tax liabilities 23 Other long-term provisions 24 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 25 Reserves Retained earnings Parent interest Minority equity interest TOTAL EQUITY	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 295,567 196,812 34,315 33,246 5,402,495 4,538,473 5,264,483 3,759,124 8,306,548 5,472,252 - - 1,613,231 984,857 - -
	15,617,841 11,192,394 5,298,798 3,792,370
	- 1,090 - - 1,885,803 2,096,561 - - 83,115 118,675 7,209,176 7,209,076 17,213,887 13,573,317 - - 2,694,336 2,369,573 - - 501,531 864,041 4,924 354,531 5,025,254 1,634,715 - -
	27,403,926 20,657,972 7,214,100 7,563,607
	43,021,767 31,850,366 12,512,898 11,355,977
	8,847,013 6,208,602 432,441 941,966 4,244,136 2,373,573 - - 474,037 110,425 166,809 5,015 2,014,758 1,082,099 - -
	15,579,944 9,774,699 599,250 946,981
	11,697,385 7,888,442 - - 524,163 419,486 - - 154,866 115,535 - -
	12,376,414 8,423,463 - -
	27,956,358 18,198,162 599,250 946,981
	15,065,409 13,652,204 11,913,648 10,408,996
	10,921,391 9,927,730 10,921,391 9,927,730 (917,090) (505,951) 59,580 1,319 4,979,880 4,140,402 932,677 479,947
	14,984,181 13,562,181 11,913,648 10,408,996 81,228 90,023 - -
	15,065,409 13,652,204 11,913,648 10,408,996

The accompanying notes form part of these financial statements.

11

Note Total Consolidated Group $ $ $ $ $ $ Balance at 1 July 2006 - Profit attributable to members of parent entity 9,714,143 3,280,796 (362,415) 1,319 353,460 12,987,303 Shares issued during the year 213,587 - - - - 213,587 Profit attributable to members of parent entity - 1,563,790 - - 89,773 1,653,563 Revaluation increment - - (144,854) - - (144,854) Sub-total 9,927,730 4,844,586 (507,269) 1,319 443,233 14,709,599 Dividends paid or provided for 7 (704,184) (353,210) (1,057,394) Balance at 30 June 2007 9,927,730 4,140,402 (507,269) 1,319 90,023 13,652,205 Shares issued during the year 993,661 - - - - 993,661 Profit attributable to members of parent entity - 1,718,487 - - - 1,718,487 Profit attributable to minority shareholders - - - - 99,955 99,955 Revaluation increment - - (469,401) 58,261 - (411,140) Sub-total 10,921,391 5,858,889 (976,670) 59,580 189,978 16,053,168 Dividends paid or provided for 7 - (879,009) - - (108,750) (987,759) Balance at 30 June 2008 10,921,391 4,979,880 (976,670) 59,580 81,228 15,065,409 The accompanying notes form part of these financial statements. Note Total Parent Entity $ $ $ $ Balance at 1 July 2006 9,714,143 214,131 1,319 9,929,593 Shares issued during the year 213,587 - - 213,587 Profit attributable to members of parent entity - 970,000 - 970,000 Sub-total 9,927,730 1,184,131 1,319 11,113,180 Dividends paid or provided for 7 - (704,184) - (704,184) Balance at 30 June 2007 9,927,730 479,947 1,319 10,408,996 Shares issued during the year 993,661 - - 993,661 Profit attributable to members of parent entity - 1,331,739 - 1,331,739 Revaluation increment - - 58,261 58,261 Sub-total 10,921,391 1,811,686 59,580 12,792,657 Dividends paid or provided for 7 - (879,009) - (879,009) Balance at 30 June 2008 10,921,391 932,677 59,580 11,913,648 Ordinary Share Capital Retained Earnings Foreign Currency Translation Reserve Option Reserve Minority Equity Interests Ordinary Share Capital Retained Earnings Option Reserve	$ $ - 353,460 12,987,303 - 213,587 89,773 1,653,563 - (144,854)	443,233 14,709,599 (353,210) (1,057,394)	90,023 13,652,205	- 993,661 - 1,718,487 99,955 99,955 - (411,140)	189,978 16,053,168 (108,750) (987,759)	81,228 15,065,409
	$ 1,319 - - -	1,319	1,319	- - - 58,261	59,580 -	59,580	Total	$ 9,929,593 213,587 970,000	11,113,180 (704,184)	10,408,996	993,661 1,331,739 58,261	12,792,657 (879,009)	11,913,648
	$ (362,415) - - (144,854)	(507,269)	(507,269)	- - - (469,401)	(976,670) -	(976,670)	Option Reserve	$ 1,319 - -	1,319 -	1,319	- - 58,261	59,580 -	59,580
	$ 3,280,796 - 1,563,790 -	4,844,586 (704,184)	4,140,402	- 1,718,487 - -	5,858,889 (879,009)	4,979,880	Retained Earnings	$ 214,131 - 970,000	1,184,131 (704,184)	479,947	- 1,331,739 -	1,811,686 (879,009)	932,677
	$ 9,714,143 213,587 - - 9,927,730 7 9,927,730 993,661 - - - 10,921,391 7 - 10,921,391 Note Ordinary Share Capital	9,927,730	9,927,730	993,661 - - -	10,921,391 -	10,921,391	Ordinary Share Capital	$ 9,714,143 213,587 -	9,927,730 -	9,927,730	993,661 - -	10,921,391 -	10,921,391

12

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2008

Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Interest received Payments to suppliers and employees Finance costs Income tax paid Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Purchase of investments Net cash (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Advances from controlled entities Repayment of borrowings Dividends paid by parent entity Net cash provided by financing activities Net increase in cash held Cash at beginning of financial year Cash at end of financial year 9 29a Proceeds from sale of property, plant and equipment	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 49,736,481 38,638,070 - - 2,344 18,937 656 - (46,996,499) (34,871,553) (1,009) - (1,731,493) (953,723) - - (193,712) - - -
	817,121 2,831,731 (353) -
	83,433 377,165 - - (5,231,562) (5,940,431) - - - (35,510) - -
	(5,148,129) (5,598,776) - -
	4,225,000 4,100,484 - - - - 797,743 590,197 (681,044) (919,169) - - (796,321) (581,906) (796,321) (581,906)
	2,747,635 2,599,409 1,422 8,291
	(1,583,373) (167,636) 1,069 8,291 (998,076) (830,440) 33,246 24,955
	(2,581,449) (998,076) 34,315 33,246

The accompanying notes form part of these financial statements.

13

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 1 Statement of Significant Accounting Policies

This financial report includes the consolidated financial statements and notes of Oldfields Holdings Limited and controlled entities (‘Consolidated Group’’), and the separate financial statements and notes of Oldfields Holdings Limited as an individual parent entity (‘Parent Entity’).

Basis of Preparation

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

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

(a) Principles of Consolidation A controlled entity is any entity over which Oldfields Holdings Limited has the power to govern the financial and operating policies so as to obtain benefits from its activities. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are considered.

A list of controlled entities is contained in Note 16 to the financial statements.

As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements as well as their results for the year then ended. Where controlled entities have entered or left the consolidated group during the year, their operating results have been included / excluded from the date control was obtained or the date control ceased.

All inter-group balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

Minority interest, being that portion of the profit or loss and net assets of subsidiaries attributable to equity interests held by persons outside the group, are shown seperately within the Equity section of the consolidated Balance Sheet and in the consolidated Income Statement.

Business Combinations

Business combinations occur where control over another business is obtained and results in the consolidation of its assets and liabilities. All business combinations, including those involving entities under common control, are accounted for by applying the purchase method. .

The purchase method requires an acquirer of the business to be identified and for the cost of the acquisition and fair values of identifiable assets, liabilities and contingent liabilities to be determined as at acquisition date, being the date that control is obtained. Cost is determined as the aggregate of fair values of assets given, equity issued and liabilities assumed in exchange for control together with costs directly attributable to the business combination. Any deferred consideration payable is discounted to present value using the entity’s incremental borrowing rate.

Goodwill is recognised initially at the excess of cost over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If the fair value of the acquirer’s interest is greater than cost, the surplus is immediately recognised in profit or loss.

(b) Income Tax

The income tax expense / revenue for the year comprises current income tax expense / income and deferred tax expense / income.

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities / assets are therefore measured at the amounts expected to be paid to / recovered from the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense / income is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

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

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

14

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Tax Consolidation

Oldfields Holdings Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. Each entity in the group recognises its own current and deferred tax assets and liabilities. Such taxes are measured using the 'stand-alone taxpayer' approach to allocation. Current tax liabilities / assets and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity. The group notified the Australian Tax Office that it had formed an income tax consolidated group to apply from 1 July 2003. The tax consolidated group has entered a tax funding arrangement whereby each company in the group contributes to the income tax payable by the group in proportion to their contribution to the group's taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised pursuant to the funding arrangement are recognised as either a contribution by, or distribution to the head entity.

(c) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

(d) Property, Plant and Equipment Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

Property

Freehold land and buildings are shown at their fair value (being the amount for which an asset could be exchanged between knowledgeable willing parties in an arms length transaction), based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings.

Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation reserve in equity. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to the income statement and depreciation based on the assets original cost is transferred from the revaluation reserve to retained earnings.

Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

Plant and equipment

Plant and equipment are measured on the cost basis. \

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over the asset's useful life to the consolidated group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

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

Class of Fixed Asset	Depreciation Rate
Buildings	1%
Leasehold improvements	4 - 5%
Plant and equipment	5 - 50%
Leased plant and equipment	18 - 20%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

(e) Investment Property Investment property, comprising freehold office complexes, is held to generate long-term rental yields. All tenant leases are on an arm's length basis. Investment property is carried at fair value, determined annually by independent valuers. Changes to fair value are recorded in the income statement as other income.

15

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

(f) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the consolidated group, are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

(g) Financial Instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Classification and Subsequent Measurement

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

Financial assets are classified at fair value through profit or loss when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Realised and unrealised gains and losses arising from changes in fair value are included in profit or loss in the period in which they arise. (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 and are subsequently measured at amortised cost using the effective interest rate method.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method. (iv) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. (v) Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement.

Financial Guarantees

Where material, financial guarantees issued, which requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due, are recognised as a financial liability at fair value on initial recognition.

The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity gives guarantees in exchange for a fee, revenue is recognised under AASB 118.

The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The probability has been based on:

• the likelihood of the guaranteed party defaulting in a year period;

• the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and

• the maximum loss exposed if the guaranteed party were to default.

16

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

(h) Impairment of Assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(i) Investments in Associates

Investments in associate companies are recognised in the financial statements by applying the equity method of accounting. The equity method of accounting recognised the group’s share of post acquisition reserves of its associates.

(j) Interests in Joint Ventures

The consolidated group’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated financial statements. Details of the consolidated group's interests are shown in Note 14.

The consolidated group’s interests in joint venture entities are brought to account using the equity method of accounting in the consolidated financial statements. The parent entity’s interests in joint venture entities are brought to account using the cost method.

• (k) Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business combination exceeds the fair value attributed to the interest in the net fair value of identifiable assets, liabilities and contingent liabilities at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Patents and trademarks

Patents and trademarks are recognised at cost of acquisition. Patents and trademarks have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Patents and trademarks are amortised over their useful life ranging from 5 to 10 years.

Research and development

Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably.

Development costs have a finite life and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project.

(l) Foreign Currency Transactions and Balances Functional and presentation currency

The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.

Group companies

The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows:

— assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;

• income and expenses are translated at average exchange rates for the period; and

• retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the groups foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.

(m) Employee Benefits

Provision is made for the company's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Those cashflows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cashflows.

17

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Equity-settled compensation

The group operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

(n) Provisions

Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

(o) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(p) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement in those goods.

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

Dividend received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at reporting date and where outcome of the contract can be estimated reliably. Stage of completion is determined with reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.

Investment property revenue is recognised on a straight-line basis over the period of lease term so as to reflect a constant periodic rate of return on the net investment.

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

(q) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

(r) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables in the balance sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(s) Comparative Figures

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

(t) Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best avaliable current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

Key Estimates - Impairment

The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

No impairment has been recognised in respect of goodwill for the year ended 30 June 2008. Should the cash flow anticipated from the cash generated unit to which the goodwill relates to be different from those figures incorporated in value-in-use calculations, an impairment loss would be recognised up to the maximum carrying value of goodwill at 30 June 2008 amounting to $4,828,234.

18

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 2 Revenue

Note Sales Revenue — sale of goods Total Sales Revenue Other Revenue — dividends received — interest received — rental revenue of equipment — rental revenue of investment property — Commission — Advertising Rebate Total Other Revenue Total Sales Revenue and Other Revenue Other Income — gain on revaluation of investment property — gain on disposal of property, plant and equipment — other income Total Other Income (a) Dividend revenue from: — wholly-owned subsidiaries Total dividend revenue (b) Interest revenue from: — wholly-owned controlled entities — other persons Total interest revenue Note 3 Profit for the Year (a) Expenses Cost of sales Amortisation Depreciation Employee benefits Finance costs: — Wholly-owned subsidiaries — Partly owned subsidiaries — Other persons Total finance costs Note 4 Income Tax Expense Note (a) The components of tax expense comprise: Current tax Deferred tax 23 Under provision for income tax in prior years 2(a) 2(b) Utilisation of losses by subsidiary members of the consolidated group	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 30,115,792 23,667,690 - -
	30,115,792 23,667,690 - -
	- - 1,390,000 970,000 163,846 180,937 - - 16,359,587 11,606,371 - - 187,459 93,789 - - 829 1,210 - - 18,175 - - -
	16,729,896 11,882,307 1,390,000 970,000
	46,845,688 35,549,997 1,390,000 970,000
	339,280 595,034 - - 83,433 387,665 - - 48,520 9,945 - -
	471,233 992,644 - -
	- - 1,390,000 970,000
	- - 1,390,000 970,000
	162,000 162,000 - - 1,846 18,937 - -
	163,846 180,937 - -
	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 23,995,548 18,740,853 - - 87,014 190,721 - - 1,599,987 1,337,877 - - 12,213,566 9,970,233 - - - - - - 162,598 162,000 - - 1,633,127 975,467 - -
	1,795,725 1,137,467 - -
	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 672,435 359,184 - 249,269 121,522 297,838 3,941 3,941 - - - (253,210) 23,145 - (3,941) -
	817,102 657,022 - -

19

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

(b) The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax as follows:

— consolidated group Add: Tax effect of: — other non-allowable items — under provision for income tax in prior year Less: Tax effect of: — rebateable fully franked dividends Income tax attributable to entity The applicable weighted average effective tax rates are as follows: Prima facie tax payable on profit from ordinary activities before income tax at 30% (2007: 30%)	790,663 693,176 101,168 11,960 - - 23,145 - - -
	914,976 705,136 - - 97,874 48,114 - -
	817,102 657,022 - - 31.0% 28.4% 0.0% 0.0%

Note 5 Key Management Personnel Compensation

(a) Names and positions held of consolidated and parent entity key management personnel in office at any time during the financial year are: Key Management Personnel Position John R Westwood Chairman - Non-Executive Anthony Mankarios Chief Executive Officer Thomas D J Love Director - Non-Executive Christopher C Hext Director - Non-Executive Maurie W Abbott Divisional Managing Director - Advance Scaffold Kenneth E Holloway Marketing Director - Oldfields Paint Application Raymond J Titman General Manager Gary J Guild Company Secretary

Key management personnel remuneration has been included in the Remuneration Report section of the Directors' Report.

(b) Options and Rights Holdings

Number of Options Held by Key Management Personnel

John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext Kenneth E Holloway Raymond J Titman Gary J Guild Total	Balance Net Change Other* Balance 30-June-2007 30-June-2008 150,000 - 150,000 500,000 - 500,000 50,000 - 50,000 50,000 - 50,000 50,000 - 50,000 150,000 - 150,000 50,000 - 50,000
	1,000,000 - 1,000,000

The Net Change Other column above includes those options that have been forfeited by holders as well as options issued during the year under review.

(c) Shareholdings

Number of Shares held by Key Management Personnel

Shareholdings Number of Shares held by Key Management Personnel
Key Management Personnel John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext Maurie W Abbott Kenneth E Holloway Raymond J Titman Total	Balance Balance 30-June-2007 30-June-2008 - 2,930,000 480,000 3,410,000 1,946,497 128,000 2,074,497 94,800 - 94,800 60,000 - 60,000 - 385,544 385,544 10,901 759 11,660 6,864 478 7,342 Net Change Other*
	5,049,062 994,781 6,043,843

• Net Change Other refers to shares purchased or sold during the financial year.

20

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 6 Auditors’ Remuneration

Remuneration of the auditor of the parent entity for: — auditing or reviewing the financial report — taxation services — due diligence services — Accounting advisory services Remuneration of the auditor of subsidiaries for: — auditing or reviewing the financial report Note 7 Dividends Distributions paid Final unfranked ordinary dividends (a) (b) credits arising from: Note 8 Earnings per Share (a) Reconciliation of earnings to profit or loss Profit Profit attributable to minority equity interest Redeemable and converting preference share dividends Earnings used to calculate basic and dilutive EPS Interim 50% franked ordinary dividend of 4.0 cents (2007: 3.5 cents unfranked per share Proposed final ordinary dividend of $577,618: 4.5 cents per share partially franked to 30% to be paid 15 December 2008. Balance of franking account at year end adjusted for franking — dividends recognised as receivables, and franking debits arising from payment of proposed dividends, and franking credits that may be prevented from distribution in subsequent financial years Subsequent to year-end, the franking account would be reduced by the proposed dividend reflected per (a) as follows: (b) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS	Consolidated Group Parent Entity 75,000 68,500 - - 11,500 14,700 - - 17,000 25,000 - - 4,450 - 2,000 - - - Consolidated Group Parent Entity 495,040 410,141 495,040 410,141 383,969 294,043 383,969 294,043 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $	Consolidated Group Parent Entity 75,000 68,500 - - 11,500 14,700 - - 17,000 25,000 - - 4,450 - 2,000 - - - Consolidated Group Parent Entity 495,040 410,141 495,040 410,141 383,969 294,043 383,969 294,043 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $
	879,009 704,184 879,009 704,184
	97,309 109,409 102,475 68,734 (74,265) (106,080) (74,265) (106,080)
	23,044 3,329	28,210 (37,346)
		Consolidated Group 1,818,442 1,653,563 (99,955) (89,773) 2008 $ 2007 $
		1,718,487 1,563,790
		No. No. 12,602,795 11,720,849
		12,602,795 11,720,849

(c) Diluted earnings per share is not reflected for continuing operations as the result is anti-dilutive in nature. Note 9 Cash and Cash Equivalents Note Cash at bank and in hand Reconciliation of cash Cash and cash equivalents Bank overdrafts 22 Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the balance sheet as follows: 21	Consolidated Group Parent Entity 295,567 196,812 34,315 33,246 2008 $ 2007 $ 2008 $ 2007 $
	295,567 196,812 34,315 33,246
	295,567 196,812 34,315 33,246 (2,877,116) (1,194,887) - -
	(2,581,549) (998,075) 34,315 33,246

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 10 Trade and Other Receivables

Note CURRENT Trade receivables Provision for impairment of receivables 10a(i),(ii) Amounts receivable from — wholly-owned subsidiaries — associated companies NON-CURRENT — associated companies	Consolidated Group Parent Entity 5,266,688 4,337,006 - - (70,997) (19,183) - - 2008 $ 2007 $ 2008 $ 2007 $
	5,195,691 4,317,823 - -
	- - 5,264,483 3,759,124 206,804 220,650 - -
	5,402,495 4,538,473 5,264,483 3,759,124
	- 1,090 - -
	- 1,090 - -

(a) Provision For Impairment of Receivables

Current trade and term receivables are non-interest bearing loans and generally on 30 day terms. Non-current trade and term receivables are assessed for recoverability based on the underlying terms of the contract. A provision for impairment is recognised when their is an objective evidence that an individual trade or term receivable is impaired. These amounts have been included in the other expenses item. Movement in the provision for impairment of receivables is as follows:

Consolidated Group (i) Current trade receivables Consolidated Group (ii) Current trade receivables	1 July 2006 30 June 2007 $ $ $ $ 75,837 6,957 (63,611) 19,183 Opening Balance Charge for the Year Amounts Written Off Closing Balance
	75,837 6,957 (63,611) 19,183
	1 July 2007 30 June 2008 $ $ $ $ 19,183 54,828 (3,014) 70,997 Opening Balance Charge for the Year Amounts Written Off Closing Balance
	19,183 54,828 (3,014) 70,997

There are no balances within trade and other receivables that contain assets that are not impaired and are past due. It is expected these balances will be received when due. Impaired assets are provided for in full.

(b) Past due but not impaired

As at 30 June 2008, trade receivable of $2,317,771 (2007: $1,686,222) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analisis of these trade receivable is as follows:

Consolidated Group 30 - 60 days 61 - 80 days over 90 days	Consolidated Group 2008 2007 $ $ 1,513,984 1,041,021 508,295 453,209 295,492 191,992
	2,317,771 1,686,222

Note 11 Inventories

CURRENT At cost Raw materials and stores Work in progress Finished goods Less Provisions	Consolidated Group Parent Entity 1,634,037 1,109,825 - - 1,752,018 868,127 - - 4,931,258 3,523,949 - - (10,765) (29,649) - - 2008 $ 2007 $ 2008 $ 2007 $
	8,306,548 5,472,252 - -

22

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 12 Investments Accounted for Using the Equity Method

Note Associated companies Interests in joint venture entities 14a(i) Note 13 Associated Companies 13a	Consolidated Group Parent Entity 1,721,499 1,894,287 - - 164,304 202,274 - - 2008 $ 2007 $ 2008 $ 2007 $
	1,885,803 2,096,561 - -

Interests are held in the following associated companies Name Principal Activities Shares Unlisted: Tangshan Hengfeng Paint Brush Manufacturer China Ordinary PT Ace Oldfields Paint Brush Manufacturer Indonesia Ordinary Brisbane Garden Sheds Garden Shed Supplier Australia Ordinary Adelaide Garden Sheds Garden Shed Supplier Australia Ordinary (a) Note Balance at beginning of the financial year Add: New investments during the year Share of associated company’s profit after income tax Less: Foreign currency translation loss Transferred to controlled entity Balance at end of the financial year (b) Equity accounted profits of associates are broken down as follows: Share of associate’s profit before income tax expense Share of associate’s profit after income tax (c) Summarised Presentation of Aggregate Assets, Liabilities and Performance of Associates Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Revenues Profit after income tax of associates Country of Incorporation Movements during the Year in Equity Accounted Investments in Associated Companies 13b	Interests are held in the following associated companies Name Principal Activities Shares Country of Incorporation	OwnershipInterest Carrying Amount of Investment
		47.50% 37.00% 799,061 788,481 49.00% 49.00% 900,716 1,081,185 50.00% 50.00% 21,722 18,400 100.00% 50.00% - 6,221 1,721,499 1,894,287 Consolidated Group Parent Entity 1,894,287 1,305,864 - - 427,344 863,991 - - (211,838) (76,328) - - (379,895) (199,240) - - (8,399) - - - 2008 % 2007 % 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $
		1,721,499 1,894,287 - -
		(211,838) (76,328) - -
		(211,838) (76,328) - -
		2,508,521 2,783,598 - - 1,467,216 1,434,450 - -
		3,975,737 4,218,048 - -
		1,285,970 1,164,001 973,959 1,162,404
		2,259,929 2,326,405 - -
		1,715,808 1,891,643 - -
		5,035,411 5,208,507
		(211,838) (76,328)

Note 14 Joint Venture

(a) Interest in Joint Ventures

A controlled entity, Oldfields (NZ) Limited, has a 49% interest in the joint venture entity of Enduring Enterprises selling hardware products to the global market. The voting power held by Oldfields International Pty Limited is 49%.

(i) Carrying amount of investment in joint venture entity: Balance at the beginning of the financial year - share of joint venture's profit after income tax - dividends received - foreign currency translation loss Balance at the end of the financial year	Consolidated Group Parent Entity 202,274 312,388 - - 14,639 194,930 - - (34,075) (261,028) - - (18,534) (44,016) - - 2008 $ 2007 $ 2008 $ 2007 $
	164,304 202,274 - -

23

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

(ii) Share of joint venture entity’s results and financial position: Current Assets Non-current Assets Total Assets Current Liabilities Non-current Liabilities Total Liabilities Revenues Expenses Profit before income tax Income tax expense Profit after income tax Note 15 Financial Assets Note NON CURRENT Available-for-sale financial assets (a) Available-for-sale financial assets Comprise: NON CURRENT Unlisted investments, at cost — shares in controlled entities — shares in associates Total non-current available-for-sale financial assets 15a	Consolidated Group Parent Entity 1,010,087 1,160,828 - - - - - - 2008 $ 2007 $ 2008 $ 2007 $
	1,010,087 1,160,828 - -
	845,783 958,554 - - - - - -
	845,783 958,554 - -
	1,737,370 2,783,522 - - (1,722,731) (2,588,592) - -
	14,639 194,930 - - - - - -
	14,639 194,930 - -
	Consolidated Group Parent Entity
	83,115 118,675 7,209,176 7,209,076
	83,115 118,675 7,209,176 7,209,076
	- - 7,209,176 7,209,076 83,115 118,675 - -
	83,115 118,675 7,209,176 7,209,076

Available-for-sale financial assets comprise investments in the ordinary issued capital of various entities. There are no fixed returns or fixed maturity date attached to these investments.

The fair value of unlisted available-for-sale financial assets cannot be reliably measured as variability in the range of reasonable fair value estimates is significant. As a result, all unlisted investments are reflected at cost. No intention to dispose of any unlisted available-for-sale financial assets existed at 30 June 2008.

Note 16 Controlled Entities

(a) Controlled Entities Consolidated

Controlled Entities Consolidated
	Country of Incorporation	Percentage	Owned (%)*
		2008	2007
Subsidiaries of Oldfields Holdings Limited:
Oldfields Pty Limited	Australia	100%	100%
Oldfields Access Pty Limited	Australia	100%	100%
Oldfields Administration Pty Limited	Australia	100%	100%
Oldfields International Pty Limited	Australia	100%	100%
Advantage Contracting Pty Limited	Australia	100%	100%
Advantage Scaffolding Pty Limited	Australia	100%	100%
Shed Holdings Pty Limited	Australia	100%	100%
Advance Scaffold Solutions Pty Limited	Australia	100%	100%
Subsidiary of Oldfields Pty Limited
Midco Pty Limited	Australia	100%	100%
Subsidiary of Oldfields Access Pty Limited
Adelaide Scaffold Solutions Pty Limited	Australia	75%	75%
Subsidiary of Oldfields Administration Pty Limited
National Office Trust	Australia	100%	100%
Subsidiaries of Oldfields International Pty Limited
Oldfields (NZ) Limited	New Zealand	100%	100%
Oldfields Paint Application (NZ) Limited	New Zealand	100%	100%
Oldfields USA Incorporated	United States of America	100%	100%
Subsidiaries of Shed Holdings Pty Limited
Backyard Installations Pty Limited	Australia	100%	100%
Sheds Plus Pty Limited	Australia	100%	100%
Adelaide Garden Sheds Pty Limited	Australia	100%	50%

24

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Subsidiaries of Advance Scaffold Solutions Pty Limited

Scaffold The World Pty Limited	Australia	100%	100%
Foshan Advcorp Solutions Limited	China	100%	100%

• Percentage of voting power is in proportion to ownership

• (b) A deed of cross-guarantee between Oldfields Holdings Limited and its wholly owned subsidiaries was enacted during the financial year ended June 2001. An assumption deed include Advantage Scaffolding Pty Limited and Advantage Contracting Pty Limited was enacted during the financial year ended June 2004. An assumption deed to include Adelaide Scaffolding Solutions Pty Limited was enacted during the financial year June 2005. An assumption deed to include Advance Scaffold Solutions Pty Limited and Scaffold The World Pty Limited was enacted during the financial year June 2008. Relief has been obtained from preparing a financial report for Oldfields Pty Limited and Oldfields Access Pty Limited under ASIC Class Order (98/1418). Under the deed, Oldfields Holdings Limited guarantees to support the liabilities and obligations to Oldfields Pty Limited and other entities listed above being member of the closed group.

Note 17 Property, Plant and Equipment

LAND AND BUILDINGS Freehold land at: at cost Total Land Buildings at: at cost Less accumulated depreciation Total Buildings Total Land and Buildings PLANT AND EQUIPMENT Plant and equipment: At cost Accumulated depreciation Leasehold improvements At cost Accumulated amortisation Total Leasehold Improvements Leased plant and equipment Capitalised leased assets Accumulated depreciation Total plant and equipment Total Property, Plant and Equipment	Consolidated Group Parent Entity 2,158,622 1,279,522 - - 2008 $ 2007 $ 2008 $ 2007 $
	2,158,622 1,279,522 - -
	2,338,951 1,188,912 - - (50,192) (21,080) - -
	2,288,759 1,167,832 - -
	4,447,381 2,447,354 - -
	15,800,738 13,517,244 - - (4,326,184) (3,605,721) - -
	11,474,554 9,911,523 - -
	300,231 241,086 - - (96,622) (61,386) - -
	203,609 179,700 - -
	2,326,884 1,920,976 - - (1,238,541) (886,236) - -
	1,088,343 1,034,740 - -
	12,766,506 11,125,963 - -
	17,213,887 13,573,317 - -

(a) Movements in Carrying Amounts

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

Consolidated Group: Balance at 1 July 2006 Additions Disposals Revaluation increments / (decrements) Depreciation expense Balance at 30 June 2007 Additions Disposals Revaluation increments / (decrements) Depreciation expense Balance at 30 June 2008	200,000 145,156 201,470 9,024,752 1,126,850 10,698,228 1,079,522 1,034,858 - 1,896,070 369,382 4,379,832 - - - (114,673) (52,193) (166,866) - - - - - - - (12,182) (21,770) (894,626) (409,299) (1,337,877) Freehold Land $ Buildings $ Leasehold Improvements $ Plant and Equipment $ Leased Plant and Equipment $ Total $
	1,279,522 1,167,832 179,700 9,911,523 1,034,740 13,573,317
	879,100 1,148,189 57,295 2,952,706 456,141 5,493,431 - - - (232,840) (20,034) (252,874) - - - - - - - (27,262) (33,386) (1,156,835) (382,504) (1,599,987)
	2,158,622 2,288,759 203,609 11,474,554 1,088,343 17,213,887

25

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 18 Investment Property

Acquisitions Fair value adjustments Balance at end of year	Consolidated Group Parent Entity 2,369,573 1,779,926 - - 324,763 589,647 - - 2008 $ 2007 $ 2008 $ 2007 $
	2,694,336 2,369,573 - -

The fair value model is applied to all investment property. Investment properties are independently revalued annually. Values are based on an active liquid market value and are performed by a registered independent valuer.

Note 19 Intangible Assets

Goodwill Cost Net carrying value Trademarks and licences Cost Accumulated amortisation and impairment Net carrying value Software Accumulated amortisation Net carrying value Total intangibles Consolidated Group: Year ended 30 June 2007 Balance at the beginning of year Additions Amortisation charge Year ended 30 June 2008 Balance at the beginning of year Additions Amortisation charge Closing value at 30 June 2008	Consolidated Group Parent Entity 4,828,234 1,367,683 - - 2008 $ 2007 $ 2008 $ 2007 $	Consolidated Group Parent Entity 4,828,234 1,367,683 - - 2008 $ 2007 $ 2008 $ 2007 $
	4,828,234 1,367,683 - -
	202,812 189,447 - - (65,890) (35,701) - -
	136,922 153,746 - -
	341,548 337,911 - - (281,450) (224,625) - -
	60,098	113,286 - -
	5,025,254	1,634,715 - -
		952,228 189,447 172,106 415,455 - 96,200 - (35,701) (155,020) Goodwill $ Trademarks & Licences $ Software $
		1,367,683 153,746 113,286
		1,367,683 153,746 113,286 3,460,551 13,365 3,637 - (30,189) (56,825)
		4,828,234 136,922 60,098

Intangible assets, other than goodwill, have finite useful lives. The current amortisation charges for intangible assets are included under depreciation and amortisation expense per the income statement. Goodwill has an infinite life.

Impairment Disclosures

Goodwill is allocated to cash-generating units which are based on the group’s reporting segments

Manufacturing segment Wholesale segment Scaffolding segment Total	210,035 - 757,170 587,871 3,861,029 779,812 2008 $ 2007 $
	4,828,234 1,367,683

The recoverable amount of each cash-generating unit above is determined based on value-in-use calculations. Value-in-use is calculated based on the present value of cash flow projections over a 5 year period using an estimated growth rate. The cash flows are discounted at a rate of 15% per annum which incorporates an appropriate risk premium.

Management has based the value-in-use calculations on budgets for each reporting segment. These budgets use historical weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the period which are consistent with inflation rates applicable to the locations in which the segments operate. Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular segment.

26

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 20 Other Assets

CURRENT Prepayments and Other Debtors Note 21 Trade and Other Payables CURRENT Unsecured liabilities Trade payables Sundry payables and accrued expenses Amounts payable to: — wholly-owned subsidiaries — other related parties Note 22 Financial Liabilities Note CURRENT Secured liabilities Bank overdrafts Bank loans Lease liability Hire Purchase liability NON-CURRENT Unsecured liabilities Other related parties Secured liabilities Bank loans Lease liability Hire Purchase liability (a) Total current and non-current secured liabilities: Bank overdraft Bank loan Lease liability Hire Purchase liability Other related party (b) The carrying amounts of non-current assets pledged as security are: First mortgage Freehold land and buildings Investment property 22a,c 22a,d 22a,d Floating charge over assets, including listed investments at market value	Consolidated Group Parent Entity 1,613,231 984,857 - - 2008 $ 2007 $ 2008 $ 2007 $
	1,613,231 984,857 - -
	Consolidated Group Parent Entity 3,429,029 3,080,325 - - 5,201,536 2,861,976 34,221 32,621 - - 398,220 909,345 216,448 266,301 - - 2008 $ 2007 $ 2008 $ 2007 $
	8,847,013 6,208,602 432,441 941,966
	Consolidated Group Parent Entity 2008 $ 2007 $ 2008 $ 2007 $
	2,877,116 1,194,887 - - 803,273 749,226 - - 66,478 22,579 - - 497,269 406,881 - -
	4,244,136 2,373,573 - -
	299,750 299,750 - -
	299,750 299,750 - -
	10,414,106 6,770,096 - - 119,287 63,011 - - 864,242 755,585 - -
	11,397,635 7,588,692 - -
	11,697,385 7,888,442 - -
	Consolidated Group Parent Entity 2,877,116 1,194,887 - - 11,217,379 7,519,322 - - 185,765 85,590 - - 1,361,511 1,162,466 - - 299,750 299,750 - - 2008 $ 2007 $ 2008 $ 2007 $
	15,941,521 10,262,015 - -
	4,447,381 2,447,354 - - 2,694,336 2,369,573 - - 35,880,050 27,033,439 - -
	43,021,767 31,850,366 - -

(c) The bank overdrafts of the parent entity and subsidiaries are secured by a floating charge over assets of the parent entity and controlled entities.

(d) The bank and mortgage loans are secured by registered first mortgages over certain freehold property of the parent entity and the subsidiaries

• (e) Lease liabilities are secured by a charge over the leased assets. Hire purchase assets are secured by a charge over the hire purchased assets.

27

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 23 Tax

Liabilities CURRENT Income Tax TOTAL NON-CURRENT Consolidated Group Deferred Tax Liability Property, Plant and Equipment - tax allowance Tangible assets revaluation Prepayment Leases Investment Foreign Exchange losses Other Balance as at 30 June 2007 Property, Plant and Equipment - tax allowance Tangible assets revaluation Prepayment Leases Investment Foreign Exchange losses Loss on sale of assets Other Balance as at 30 June 2008 Deferred Tax Assets Provisions Transaction costs on equity issue Fair value gain adjustments Property, Plant and Equipment - Impairment Other Accruals NZ Subsidiary interest expense Future income tax benefits attributable to tax losses Balance as at 30 June 2007 Provisions Transaction costs on equity issue Property, Plant and Equipment - Impairment Other Accruals NZ Subsidiary interest expense Future income tax benefits attributable to tax losses Balance as at 30 June 2008	$ 143,912 - - 24,440 - - 41,467 Opening Balance	Consolidated Group Parent Entity 474,037 110,425 166,809 5,015 2008 $ 2007 $ 2008 $ 2007 $
		474,037 110,425 166,809 5,015
		$ $ $ $ 20,314 - - 164,226 - 178,510 - 178,510 21,907 - - 21,907 2,935 - - 27,375 - - - - - - - - (13,999) - - 27,468 Charged to Income Charged directly to Equity Changes in Tax Rate Closing Balance
	209,819	31,157 178,510 - 419,486
	164,226 178,510 21,907 27,375 - - - 27,468	(24,163) - - 140,063 - 101,784 - 280,294 (9,429) - - 12,478 - - - 27,375 23,153 - - 23,153 19,533 - - 19,533 20,780 - - 20,780 (26,981) - - 487
	419,486	2,893 101,784 - 524,163
	329,831 12,808 46,501 8,962 150,285 58,160 594,934	35,214 - - 365,045 - (3,942) - 8,866 - (28,051) - - 18,450 13,557 - - 22,519 (104,949) - - 45,336 - - - 58,160 (249,269) - - 345,665
	1,201,481	(333,498) (3,942) - 864,041
	365,045 8,866 18,450 22,519 45,336 58,160 345,665	14,657 - - 379,702 - (3,943) - 4,923 (18,450) - - - (8,736) - - 13,783 (373) - - 44,963 - - - 58,160 (345,665) - - -
	864,041	(358,567) (3,943) - 501,531

Parent Entity Deferred Tax Assets Other Future income tax benefits attributable to tax losses Balance as at 30 June 2007 Other Future income tax benefits attributable to tax losses Balance as at 30 June 2008 28	$ $ $ $ $ 12,808 (3,941) - - 8,867 594,934 (249,270) - - 345,664 Opening Balance Charged to Income Charged directly to Equity Changes in Tax Rate Closing Balance
	607,742 (253,211) - - 354,531
	8,867 - (3,943) - 4,924 345,664 (345,664) - - -
	354,531 (345,664) (3,943) - 4,924

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 24 Provisions

CURRENT Employee Entitlements Opening balance at 1 July 2007 Additional provisions Amounts used Balance at 30 June 2008 Provision for purchase of business Opening balance at 1 July 2007 Additional provisions Balance at 30 June 2008 NON CURRENT Employee Entitlements Opening balance at 1 July 2007 Additional provisions Amounts used Balance at 30 June 2008 Analysis of Total Provisions Current Non-current	Consolidated Group Parent Entity 2008 2007 2008 2007 1,082,099 911,452 - - 479,745 527,361 - - (532,797) (356,714) - -
	1,029,047 1,082,099 - -
	- - - - 985,711 - - -
	985,711 - - -
	Consolidated Group Parent Entity 2008 2007 2008 2007 115,535 112,149 - - 104,184 114,525 - - (64,853) (111,139) - -
	154,866 115,535 - -
	Consolidated Group Parent Entity 2,014,758 1,082,099 - - 154,866 115,535 - - 2008 $ 2007 $ 2008 $ 2007 $
	2,169,624 1,197,634 - -

Provision for Long-term Employee Benefits

A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits has been included in Note 1 to this report.

Note 25 Issued Capital

[12,835,957] (2007: [11,925,407]) fully paid ordinary shares (a) Ordinary Shares At the beginning of reporting period Shares issued during year — 22-December-2006 — 25-May-2007 — 15-June-2007 — 02-July-2007 — 18-December-2007 — 16-June-2008 At reporting date	Consolidated Group Parent Entity 10,921,391 9,927,730 10,921,391 9,927,730 2008 $ 2007 $ 2008 $ 2007 $
	10,921,391 9,927,730 10,921,391 9,927,730
	Consolidated Group Parent Entity 2008 2007 2008 2007 No. No. No. No. 11,925,407 11,718,313 11,925,407 11,718,313 - 43,390 - 43,390 - 92,592 - 92,592 - 71,112 - 71,112 450,592 - 450,592 - 422,975 - 422,975 - 36,983 - 36,983 -
	12,835,957 11,925,407 12,835,957 11,925,407

On 2 July 2007 the Company issued 450,592 ordinary shares at $1.09 per share for the purchase of Advance Scaffold business. On 18 December 2007 the Company issued 36,239 ordinary shares for Dividend Re-investment Plan (DRP) at $1.169 per share and issued 386,736 shares to the public at $1.106 per share. On 16 June 2008 the Company issued 36,983 ordinary shares at $0.877 for DRP.

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

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

(b) Options

For information relating to the Oldfields Holdings Limited employee option plan, including details of options issued, exercised and lapsed during the (i) financial year and the options outstanding at year-end. Refer to Note 30: Share-based Payments.

(ii) For information relating to share options issued to key management personnel during the financial year. Refer to Note 30: Share-based Payments.

29

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

(c) Capital Management

Management control the capital of the group in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern.

The group’s debt and capital includes ordinary share capital, redeemable preference shares, convertible preference shares and financial liabilities, supported by financial assets.

There are no externally imposed capital requirements.

Management effectively manage the group’s capital by assessing the groups financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

There have been no changes in the strategy adopted by management to control the capital of the group since the prior year. This strategy is to ensure that the group’s gearing ratio remains between 50% and 75% long term. The gearing ratio’s for the year ended 30 June 2008 and 30 June 2007 are as follows:

Note Total borrowings Less cash and cash equivalents 9 Net debt Total equity Total capital Gearing ratio Note 26 Reserves 21, 22	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 24,788,534 16,470,617 432,441 941,966 (295,567) (196,812) (34,315) (33,246)
	24,492,967 16,273,805 398,126 908,720 15,065,409 13,652,204 11,913,648 10,408,996
	39,558,376 29,926,009 12,311,774 11,317,716
	62% 54% 3% 8%

(a) Foreign Currency Translation Reserve

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary

(b) Option Reserve

The option reserve records items recognised as expenses on valuation of employee share options

Note 27 Capital and Leasing Commitments

Note (a) Finance Lease Commitments Payable — minimum lease payments — not later than 12 months — between 12 months and 5 years Minimum lease payments Less future finance charges Present value of minimum lease payments 22 (b) Operating Lease Commitments Payable — minimum lease payments — not later than 12 months — between 12 months and 5 years Non-cancellable operating leases contracted for but not capitalised in the financial statements	Consolidated Group Parent Entity 661,712 513,595 - - 1,104,139 906,896 - - 2008 $ 2007 $ 2008 $ 2007 $
	1,765,851 1,420,491 - - (218,575) (172,435) - -
	1,547,276 1,248,056 - -
	Consolidated Group Parent Entity 1,009,555 821,464 - - 1,851,096 2,343,808 - - 2008 $ 2007 $ 2008 $ 2007 $
	2,860,651 3,165,272 - -

The property lease is a non-cancellable lease within five-year term, with rent payable monthly in advance. Contingent rental provisions within the lease agreement require the minimum lease payments shall be increased by the lower of CPI or 5% per annum. An option exists to renew the lease at the end of the five-year term for an additional term of five years. The lease allows for subletting of all lease areas.

30

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 28 Segment Reporting

Primary Reporting — REVENUE External Sales Other segments Total sales revenue RESULT Segment result Income tax expense Profit after income tax ASSETS Segment assets LIABILITIES Segment liabilities OTHER Share of net profits of associates and joint venture entities tax Investments accounted for using the equity method Acquisitions of non- current segment assets Depreciation and amortisation of segment assets Other non-cash segment expenses	Manufacturing Wholesaling Scaffolding Economic Entity Business Segments 2,037,163 - 20,741,383 20,543,498 23,884,292 14,824,352 46,662,838 35,367,850 - - 419,494 893,181 234,589 281,610 654,083 1,174,791 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $	Manufacturing Wholesaling Scaffolding Economic Entity Business Segments 2,037,163 - 20,741,383 20,543,498 23,884,292 14,824,352 46,662,838 35,367,850 - - 419,494 893,181 234,589 281,610 654,083 1,174,791 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $
	2,037,163 - 21,160,877 21,436,679 24,118,881 15,105,962 47,316,921 36,542,641
	304,023 - 722,681 1,279,898 1,806,039 912,085 2,832,743 2,191,983
	(197,199) 118,602 2,635,544 2,310,585 (817,102) (657,022) 1,818,442 1,653,563 1,265,475 2,547,827 16,902,668 14,403,797 24,853,624 14,898,742 43,021,767 31,850,366	(197,199) 118,602
		2,635,544 2,310,585 (817,102) (657,022)
	730,836 - 4,931,029 5,410,497 22,294,493 12,787,665 27,956,358 18,198,162 1,699,777 1,759,346 186,026 337,215 - - 1,885,803 2,096,561 156,137 - 2,391,141 4,403,430 2,948,003 1,756,328 5,495,281 6,159,758 9,280 - 528,719 530,369 1,135,180 812,895 1,673,179 1,343,264 - - 222,350 416,337 361,579 225,549 583,929 641,886

Geographical location: Australia New Zealand South East Asia Secondary Reporting — Geographical Segments	45,279,758 36,542,641 37,210,962 26,960,758 5,339,144 6,159,758 - - 2,471,214 2,817,668 - - 2,037,163 - 3,339,591 2,071,940 156,137 - Segment Revenues from External Customers Carrying Amount of Segment Assets Acquisitions of Non-current Segment Assets 2008 $ 2007 $ 2008 $ 2007 $ 2008 $ 2007 $
	47,316,921 36,542,641 43,021,767 31,850,366 5,495,281 6,159,758

Accounting Policies

Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of payables, employee benefits, accrued expenses, provisions and borrowings. Segment assets and liabilities do not include deferred income taxes.

Intersegment Transfers

Segment revenues, expenses and results include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the consolidated group at an arm's length. These transfers are eliminated on consolidation.

Business and Geographical Segments

Business segments

The consolidated group has the following five business segments:

• Manufacturing division manufactures paint application and scaffolding used in the building and general hardware business.

• Wholesale division sells paint application products, painters tools, associated products and garden sheds to the paint and hardware industry.

• Scaffolding construction and hire division manufactured scaffolding equipment for both sales and hire to the building and construction industry in NSW, Victoria, Queensland, South Australia and Western Australia.

31

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Geographical segments

The consolidated group’s business segments are located in Australia, with the manufacturing and distribution division also having operations in New Zealand and South East Asia.

Note 29 Cash Flow Information

(a) Reconciliation of Cash Flow from Operations with Profit after Income Tax Profit after income tax Non-cash flows in profit Amortisation Depreciation Write-off of capitalised expenditure Write-off of obsolete stock Share options expensed (Increase)/decrease in trade and term receivables (Increase)/decrease in prepayments (Increase)/decrease in inventories Increase/(decrease) in trade payables and accruals Increase/(decrease) in deferred tax assets (Increase)/decrease in deferred taxes payable Increase/(decrease) in provisions Cash flow from operations (b) Acquisition of Entities Purchase consideration Cash consideration Shares issued Amounts due under contract of sale Cash outflow Assets and liabilities held at acquisition date: Cash deposit Receivables Inventories Property, plant and equipment Goodwill on consolidation Net gain/(loss) on disposal of property, plant and equipment Share of joint venture entity net profit after income tax and dividends Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries During the year 100% of the controlled entity Advance Scaffold Solutions Pty Ltd was acquired. Details of this transaction are:	Consolidated Group Parent Entity 1,718,487 1,653,563 1,331,739 970,000 30,663 20,560 - - 1,652,619 1,343,264 - - 46,120 105,095 - - 58,261 - 58,261 197,199 (118,602) - - (864,022) (86,486) (1,390,000) (970,000) 39,237 (45,035) - - (2,834,296) (1,143,343) - - (920,244) 381,575 (353) - 362,510 337,440 - - 358,597 209,667 - - 971,990 174,033 - - 2008 $ 2007 $ 2008 $ 2007 $
	817,121 2,831,731 (353) -
	5,397,654 - 5,397,654 -
	5,397,654 - 5,397,654 - (491,145) - (491,145) - (2,897,026) - (2,897,026) -
	2,009,483 - 2,009,483 -
	119,998 - 119,998 - 8,197 - 8,197 - 1,697,313 - 1,697,313 - 490,929 - 490,929 -
	2,316,437 - 2,316,437 -
	3,081,217 - 3,081,217 -
	5,397,654 - 5,397,654 -

The goodwill is attributable to the high profitability of the acquired business and the significant synergies expected to arise after the group’s acquisition of Advance Scaffold Solutions Pty Limited.

The assets and liabilities arising from the acquisition are recognised at fair value which is equal to its carrying value.

Profit of Advance Scaffold Solutions Pty Limited included in consolidated profit of the group since the acquisition date on 1 July 2007 amounted to $881,433.

Subsequent to year-end, but prior to the approval of these financial statements, H&O Pharmaceuticals Pty Ltd was acquired. See Note 31 for details.

32

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 30 Share-based Payments

The following share-based payment arrangements existed at 30 June 2008.

All options granted to key management personnel are ordinary shares in Oldfields Holdings Limited which confer a right of one ordinary share for every option held.

option held.
Granted Forfeited Outstanding at the beginning of the year Outstanding at year- end Exercisable at year- end	Consolidated Group Parent Entity 2008 2007 2008 2007 1,545,000 $1.20 437,500 $1.20 1,545,000 $1.20 437,500 $1.20 - $1.20 1,545,000 $1.20 - $1.20 1,545,000 $1.20 (120,000) $1.20 (437,500) $1.20 (120,000) $1.20 (437,500) $1.20 1,425,000 $1.20 1,545,000 $1.20 1,425,000 $1.20 1,545,000 $1.20 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $
	1,425,000 $1.20 1,545,000 $1.20 1,425,000 $1.20 1,545,000 $1.20

The options oustanding at 30 June 2008 had a weighted average exercise price of $1.20 and a weighted average remaining contractual life of 2 years.

This price was calculated by using a Black Scholes option pricing model applying the following inputs:

Weighted average exercise price	$1.20
Weighted average life of the option	2 years
Underlying share price	$0.80
Expected share price volatility	10.00%
Risk free interest rate	6.40%

Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of future tender, which may not eventuate.

The life of the options is based on the historical exercise patterns, which may not eventuate in the future.

Note 31 Events After the Balance Sheet Date

The Company, through a newly incorporated subsidiary, known as H&O Products Pty Limited, purchased the business assets of H&O Pharmaceuticals Pty Limited. This company is 75% owned by NOST Investments Pty Limited which is 100% owned by Oldfields Holdings Limited. As previously announced the vendors will receive a mix of shares in Oldfields Holdings Limited and cash and retain 25% of the H&O Products Pty Limited equity. On 1 August 2008 the vendors received 280,900 shares in Oldfields Holdings Limited. There was also a second issue of 493,827 shares on 14 August 2008 as a secondary payment for consideration of Inventory.

The increase in assets on our balance sheet in the following 2009 period resulting from this acquisition is approximately $3.4M. The Company has agreements in place to settle a portion of the asset purchased on a delayed basis to November 2008.

The Company is due to pay a tranche 2 payment of approximately $1.9M to the vendors of Advance Scaffolds. This is due partly in cash and partly in shares in Oldfields Holdings Limited. A share issue of 580,000 shares already occurred as part of this tranche 2 payment on the 1 July 2008. A third tranche is also due to be paid in September 2009 subject to performance criteria and additional shares are due to be issued to a maximum number of 580,000 shares in Oldfields Holdings Limited as part of this third tranche.

The Company purchased the Paint Roller and Tool Business of Wyco Industries. The second tranche delayed settlement is due on 31 December 2008.

The property at 6 Enterprise Circuit, Prestons, NSW is expected to become surplus to our operational requirements as we seek to consolidate the branch into our nearby Revesby, NSW site. The Board will evaluate and review recent proposals and decide whether it wishes to sell or lease the property out in the short term, We wll inform the market of any sale.

The Company's total shares on issue rose to 14,190,684 as at 30 August 2008.

33

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 32 Related Party Transactions

		Consolidated	Group	Parent Entity	Parent Entity
		2008	2007	2008	2007
		$	$	$	$
Transactions between related parties are on normal commercial terms and
conditions no more favourable than those available to other parties unless
otherwise stated.
Transactions with related parties:
(a)	Controlled Entities
	Purchases from Enduring Enterprises comprising of Paint Brushes and
	Rollers	1,474,321	1,815,110		-	-
(b)	Associated Companies
	Sales to Backyard Installations Pty Limited comprising of Garden Sheds
	and Sheds Components	958,309	724,172		-	-
	Sales to Sheds Plus Pty Limited comprising of Garden Sheds and Sheds
	Components	401,130	392,671		-	-
	Sales to Brisbane Garden Sheds Pty Limited comprising of Garden Sheds
	and Sheds Components	688,973	649,529		-	-
	Sales to Adelaide Garden Sheds Pty Limited comprising of Garden Sheds
	and Sheds Components	107,247	34,133		-	-
	Sales to Adelaide Scaffolding Solutions Pty Limited comprising of Scaffold
	Equipment	1,008,983	716,671		-	-
	Sales to Oldfields Access Pty Limited comprising of Scaffold Equipment	478,439		-	-	-
	Sales to Advance Scaffold Solutions Pty Limited comprising of Scaffold
	Equipment	2,110,907		-	-	-
	Loans outstanding under normal commercial terms and conditions by
	Concrete Pumping Systems Pty Limited	15,895	15,895		-	-
(c)	Other Related Parties
	Rent paid to 8 Farrow Road Pty Limited owned by John R Westwood	494,347	445,470			-
Note	33 Financial Risk Management
(a)	Financial Risk Management Policies
	The group’s financial instruments consist mainly of deposits with banks, local money	market instruments, short-term investments, accounts receivable
	and payable, loans to and from subsidiaries and financial leases.

The main purpose of non-derivative financial instruments is to raise finance for group operations.

(i) Treasury Risk Management A finance committee consisting of senior executives of the group meet on a regular basis to analyse financial risk exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

The committees overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, whilst minimising potential adverse effects on financial performance.

The finance committee operates under policies approved by the board of directors. Risk management policies are approved and reviewed by the Board on a regular basis. These include the use credit risk policies and future cash flow requirements.

(ii) Financial Risk Exposures and Management The main risks the group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk, credit risk and price risk.

Interest rate risk

Interest rate risk is reviewed by executives on a regular basis to determine whether the Company has a material exposure. Under the current economic conditions, the executives view that there is no immediate need to establish a mixture of fixed and floating debt rate. The executives are committed to minimising any interest rate risk through continual assessment of market volatility. For further details on interest rate risk refer to Note 33 (b) (i).

Foreign currency risk

The group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the group's measurement currency.

Liquidity risk

The group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised borrowing facilities are maintained.

34

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Credit risk

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

The Consolidated Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered by the Consolidated Group.

In respect of the parent entity, credit risk also incorporates the exposure of Oldfields Holdings Limited to the liabilities of all members of the closed group under the deed of cross-guarantee. Refer to Note 16 for further information.

Credit risk is managed on a group basis and reviewed regularly by the finance committee. It arises from exposures to customers as well as through certain derivative financial instruments and deposits with financial institutions.

The finance committee monitors credit risk by actively assessing the rating quality and liquidity of counter parties: – only banks and financial institutions with an ‘A’ rating are utilised;

– all potential customers are rated for credit worthiness taking into account their size, market position and financial standing;

– customers that do not meet the group’s strict credit policies may only purchase in cash or using recognised credit cards.

The credit risk included in trade and other receivables at 30 June 2008 is detailed below:

Trade and other receivables Wholesale Wholesale - Export Scaffold Total	Consolidated Group Parent Entity 1,403,561 1,479,816 - - 533,912 949,683 - - 3,329,215 1,907,507 - - 2008 $ 2007 $ 2008 $ 2007 $
	5,266,688 4,337,006 - -

• (b) Financial Instruments

• (i) Interest rate risk

The Consolidated Group's exposure to interest rate risk, which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates and the effective weighted average rates on classes of financial assets and financial liabilities, is as follows:

Fixed Interest Rate

Consolidated Group Receivables Investments Total Financial Assets Parent Entity Receivables Investments Total Financial Assets Consolidated Group 2008 2007 Financial Liabilities: Bank Overdrafts 10.64% 8.44% Bank Loans 8.85% 8.34% Hire Purchase 9.44% 8.55% 18.00% 18.00% Lease liabilities 9.44% 8.55% Total Financial Liabilities Cash and cash equivalents Cash and cash equivalents Weighted Average Effective Interest Rate % Trade and sundry payables Amounts payable related parties	2008 2007 2008 2007 2008 2007 - - 295,567 196,812 295,567 196,812 - - 5,402,495 4,539,563 5,402,495 4,539,563 - - 1,968,918 2,215,236 1,968,918 2,215,236 Maturing Over 5 Years $ Non-interest Bearing $ Total $
	- - 7,666,980 6,951,611 7,666,980 6,951,611
	2008 2007 2008 2007 2008 2007 - - 34,315 33,246 34,315 33,246 - - 5,264,483 3,759,124 5,264,483 3,759,124 - - 7,209,176 7,209,076 7,209,176 7,209,076 Fixed Interest Rate Maturing Over 5 Years $ Non-interest Bearing $ Total $
	- - 12,507,974 11,001,446 12,507,974 11,001,446
	Fixed Interest Rate Maturing 2008 2007 2008 2007 2008 2007 2,877,116 1,194,887 - - - - - 803,273 749,226 10,414,106 6,770,096 - - 497,269 406,881 864,242 755,585 - - - - - - - - - - 299,750 299,750 - 66,478 22,579 119,287 63,011 Floating Interest Rate $ Within 1 Year $ 1 to 5 years $
	2,877,116 1,194,887 1,367,020 1,178,686 11,697,385 7,888,442

35

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Financial Liabilities: Bank Overdrafts 10.64% 8.44% Bank Loans 8.85% 8.34% Hire Purchase 9.44% 8.55% 18.00% 18.00% Lease liabilities 9.44% 8.55% Total Financial Liabilities Trade and sundry payables are expected to be paid as follows: Less than 6 months Trade and sundry payables Amounts payable related parties	2008 2007 2008 2007 2008 2007 - - - - 2,877,116 1,194,887 - - - - 11,217,379 7,519,322 - - - - 1,361,511 1,162,466 - - 8,630,565 5,942,301 8,630,565 5,942,301 - - 216,448 266,301 516,198 566,051 - - - - 185,765 85,590 Fixed Interest Rate Maturing Over 5 Years $ Non-interest Bearing $ Total $
	- - 8,847,013 6,208,602 24,788,534 16,470,617
	Consolidated Group Parent Entity 2008 2007 2008 2007 $ $ $ $ 8,630,565 5,942,301 34,221 32,621 8,630,565 5,942,301 34,221 32,621

(ii) Net fair values of financial assets and liabilities

Aggregate net fair values and carrying amounts of financial assets and financial liabilities at balance date approximately their carrying values.

(iii) Sensitivity analysis

Interest Rate Risk and Foreign Currency Risk

The group has performed sensitivity analysis relating to its exposure to interest rate risk and foreign currency risk and price risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks.

Interest Rate Sensitivity Analysis

As at 30 June 2008, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:

as follows:
	Consolidated Group		Parent Entity
	2008	2007	2008	2007
	$	$	$	$
Change in profit
– Increase in interest rate by 2%	(312,835)	(199,245)	-	-
– Decrease in interest rate by 2%	312,835	199,245	-	-
Change in equity
– Increase in interest rate by 2%	(312,835)	(199,245)	-	-
– Decrease in interest rate by 2%	312,835	199,245	-	-
Foreign Currency Risk and Sensitivity Analysis
As at 30 June 2008, the effect on profit and equity as a result of changes in the value of the Australian Dollar to the US Dollar, with a
variables remaining constant is as follows:
	Consolidated Group		Parent Entity
	2008	2007	2008	2007
	$	$	$	$
Change in profit
– Improvement in AUD to USD by 5%	271,547	183,035	-	-
– Decline in AUD to USD by 5%	(300,130)	(202,302)	-	-
Change in equity
– Improvement in AUD to USD by 5%	271,547	183,035	-	-
– Decline in AUD to USD by 5%	(300,130)	(202,302)	-	-

As at 30 June 2008, the effect on profit and equity as a result of changes in the value of the Australian Dollar to the US Dollar, with all other variables remaining constant is as follows:

The above interest rate and foreign exchange rate sensitivity analysis has been performed on the assumption that all other variables remain unchanged.

36

OLDFIELDS HOLDINGS LIMITED ABN: 92 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 34 Change In Accounting Policy

The following Australian Accounting Standards have been issued or amended and are applicable to the parent and consolidated group but are not yet effective. They have not been adopted in preparation of the financial statements at reporting date.

AASB Amendment	Standards Affected	Outline of Amendment	Application date of the standard	Application date for Group
AASB 2007-3 Amendments to Australian Accounting Standards	AASB 102: Inventories AASB 107: Cash Flow Statements AASB 119: Employee Benefits AASB 134: Interim Financial Reporting AASB 136: Impairment of Assets AASB 1023: General Insurance Contracts AASB 1038: Life Insurance Contracts AASB 5: Non-current Assets Held for Sale and Discontinued Operations AASB 6: Exploration for and Evaluation of Mineral AASB 127: Consolidated and Separate Financial Statements	The disclosure requirements of AASB 114: Segment Reporting have been replaced due to the issuing of AASB 8: Segment Reporting in February 2007. These amendments will involve changes to segment reporting disclosures within the financial report. However, it is anticipated there will be no direct impact on recognition and measurement criteria amounts included in the financial report.	1 Jan 2009	1 July 2009
AASB 8 Operating Segments	AASB 114: Segment Reporting	As above.	1 Jan 2009	1 July 2009
AASB 2007-6 Amendments to Australian Accounting Standards	AASB 1: First time adoption of AIFRS AASB 107: Cash Flow Statements AASB 111: Construction Contracts AASB 116: Property, Plant and Equipment AASB 138: Intangible Assets AASB 101: Presentation of Financial Statements	The revised AASB 123: Borrowing Costs issued in June 2007 has removed the option to expense all borrowing costs. This amendment will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. However, there will be no direct impact to the amounts included in the financial group as they already capitalise borrowing costs related to qualifying assets.	1 Jan 2009	1 July 2009
AASB 123 Borrowing Costs	AASB 123: Borrowing Costs	As above.	1 Jan 2009	1 July 2009
AASB 2007-8 Amendments to Australian Accounting Standards	AASB 101: Presentation of Financial Statements	The revised AASB 101: Presentation of Financial Statements issued in September 2007 requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity.	1 Jan 2009	1 July 2009
AASB 101	AASB 101: Presentation of Financial Statements	As above.	1 Jan 2009	1 July 2009

Note 35 Company Details

The registered office of the company is: Oldfields Holdings Limited 8 Farrow Road CAMPBELLTOWN NSW 2560

The principal places of business are:

Oldfields Pty Limited 8 Farrow Road CAMPBELLTOWN NSW 2560

Oldfields Access Pty Limited 27 - 29 Fitzpatrick Street REVESBY NSW 2212

Adelaide Scaffolding Solutions Pty Limited 12 OG Road KELMZIG SA 5087

Advance Scaffold Solutions Pty Limited 27 - 29 Fitzpatrick Street REVESBY NSW 2212

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 02 000 307 988

CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Oldfields Holdings Limited is committed to the highest achievable standards of corporate governance and supports the principles of good corporate governance and best practice recommendations as published by the ASX Corporate Governance Council in March 2003.

Given the size and specific circumstances of Oldfields Holdings Limited, the Board recognises that some best practice recommendations are more relevant to larger companies.

Unless disclosed below, all relevant best practice recommendations of the ASX Corporate Governance Council have been applied for the financial year ended 30 June 2008.

The company’s website contains a clearly marked corporate governance section.

1. THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT & OVERSIGHT

The Board of Directors is accountable to the shareholders for the performance of the company. The Board sets the company’s strategic direction and delegates responsibility for the management of the company to the Managing Director.

A copy of the Board Charter, which promotes a culture within the company of accountability, integrity and transparency, is available from the company’s website.

Each Board member must at all times act honestly, fairly and diligently in all respects in accordance with the Corporations Law as it applies to our company.

Key matters reserved to the Board include the following:

• Oversight of the company, including its control, accountability and compliance systems;

• Appointment, monitoring, managing the performance of and if necessary removal of the Chief Executive Officer, Chief Financial Officer and Company Secretary;

• Input into and assessment, appraisal and final approval of management’s development of corporate strategy and performance objectives;

• Monitoring risk management;

• Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;

• Approval and monitoring financial and other reporting;

• Ensuring the market and shareholders are fully informed of material developments; and

• Recognising the legitimate interests of all stakeholders.

The Board holds a minimum of six formal meetings a year. Additional meetings are held as required.

Details of current members of the Board are disclosed in the Directors’ Report.

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 02 000 307 988

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

2. STRUCTURE OF THE BOARD TO ADD VALUE

The Board currently has four directors, comprising the Chief Executive Officer/Managing Director and three nonexecutive directors, including the chairperson.

The Board has adopted the following principles:

• The same individual should not exercise the roles of chairperson and chief executive officer;

• The Board should not comprise a majority of executive directors;

• The Board should comprise persons with a broad range of skills and experience appropriate to the needs of the Oldfields Group.

Under recommendation 2.1 of the ASX Corporate Governance Council Best Practice Recommendations, the majority of the Board should be independent directors. Independent directors are those who are independent of management and free of 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 judgment.

In assessing the independence of directors, an independent director is a non-executive director and:

• Is not a substantial shareholder, as defined in section 9 of the Corporations Act, of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company;

• Has not within the last three years been employed in an executive capacity by the company or another group member;

• Has not within the last three years been a principal of a material professional advisor or a material consultant to the company or another group member;

• Is not a material supplier or customer of the company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;

• Has no material contractual relationship with the company or another group member;

• Has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company; and

• Is free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company.

In applying the best practice recommendations for independence, the independent directors of the company at the date of this report are:

• Thomas Daniel John Love

appointed 1964

In accordance with Listing Rule14.4 Mr. Love stands for re-election each year.

The Board has recognised that the following non-executive directors do not comply with all of the independence criteria listed above.

• John Roy Westwood appointed 2001

• would be considered a substantial shareholder;

• has a material contractual relationship with the company as disclosed in note 32(c) of the financial statements.

• Christopher Charles Hext appointed 2001

• would be considered a substantial shareholder;

The Board has recognised that the following executive director/chief executive officer does not comply with all of the independence criteria listed above.

• Anthony Mankarios

• appointed 2001

• would be considered a substantial shareholder;

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 02 000 307 988

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

However, the Board considers that the current composition of the Board is structured in both size and commitment to adequately discharge its responsibilities and duties, and in addition:

1. Has a proper understanding of, and competence to deal with, the current and emerging issues of the business.

2. Can effectively review and challenge the performance of management and exercise independent judgment.

The Board has considered the following;

1. The size of the company and spread of shares amongst the substantial shareholders.

2. The appointment of additional independent directors would cause undue financial pressure.

3. The experience and personal qualities of the non-executive directors.

4. The skills of the non-executive directors are complimentary to other Board members.

5. The non-executive directors are independent of management and other relationships that could materially interfere with the exercise of their unfettered and independent judgment.

6. The Board continues to review its governance structures, including the level of independent directors, as the company develops and changes to ensure that it continues to meet effective governance given the size and specific circumstances of the company.

Given the size and requirements of the company, the Board has decided that a nomination committee is not required at this point in time. At present all members of the Board consider the composition of the Board and appointment of new directors.

The company acknowledges directors require high quality information and advice on which to base their decisions and considerations. All directors have the right to seek advice and clarification from the company auditors, financial and legal advisors on any matter relating to the company or Board performance.

Directors additionally have the right to seek independent professional advice to help them carry out their responsibilities. Expenses will need to be approved in advance by the chairperson. If the chairperson is unable or unwilling to give approval, then board approval will be sufficient. Any costs incurred will be borne by the company.

3. PROMOTION OF ETHICAL AND RESPONSIBLE DECISION–MAKING

Code of Conduct

The Board has developed a code of conduct for directors and company officers. The key elements of the code are:

• Conflicts of interest;

• Corporate opportunities;

• Confidentiality;

• Fair dealing;

• Protection of assets;

• Compliance with laws and regulations; and

• Promotion of ethical and lawful behaviour.

A copy of the Oldfields Code of Conduct can be obtained from the Corporate Governance section of the Oldfields website.

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 02 000 307 988

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

Share Trading Policy

The Board has developed and adopted a policy concerning trading in company securities by directors, officers and employees. The company and the Board encourage directors, officers and employees to own shares in the company thereby fostering a further link between their interests and the interests of all shareholders.

The key elements of the policy are:

• Insider trading;

• Continuous disclosure;

• When a designated officer must not deal in securities;

• When a designated officer may deal;

• Exceptional circumstances – permission to deal;

• When employees (other than designated officers) may deal;

• When employees (other than designated officers) must not deal;

• Notification of directors’ dealing in securities;

• Breach of policy; and

• Speculative dealing.

A copy of the share trading policy can be obtained from the Corporate Governance section of the Oldfields website.

4. THE BOARD SAFEGUARDS THE INTEGRITY OF FINANCIAL REPORTING

The Chief Executive Officer and the Chief Financial Officer state in writing to the Board that the company’s financial reports present a true and fair view, in all material respects, of the company’s financial condition and operational results and are in accordance with relevant accounting standards.

Audit Committee

The Board has an Audit Committee which:

• Has two members who are non-executive directors;

• Details of the members of the Audit Committee can be obtained from the Annual Report;

• Has a written charter which can be obtained from the Corporate Governance section of the Oldfields website;

• Includes members who are all financially literate; and

• Details of the members are disclosed in the Director’s Report.

The key elements of the Audit Committee Charter are:

• Role of the Committee;

• Membership;

• Meetings;

• Responsibilities;

• Authority;

• Independence and

• Non-audit work.

The Board and Audit Committee closely monitor the independence of the external auditor. The Audit Committee meets a minimum of twice a year in private, with management without the external auditor and with the external auditor without management.

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 02 000 307 988

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

5. THE BOARD MAKES TIMELY AND BALANCED DISCLOSURE

The company has established procedures to ensure compliance with ASX Listing Rules 3.1 which requires that when en entity becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell the ASX that information.

A Continuous Disclosure Policy and Procedure has been prepared and is available from the Corporate Governance section of the Company’s website.

6. THE BOARD RESPECTS THE RIGHTS OF SHAREHOLDERS

The company has an effective shareholder communication procedure. The company promotes effective communication with shareholders and encourages effective participation at the company’s general meetings.

Shareholders and other parties will be able to access the following information from the company’s website:

• Copies of all announcements given to the ASX;

• Press releases and copies of letters to shareholders;

• Copies of annual and half year financial reports;

• Details of notices of shareholders meetings including information on general meetings.

The requirements of continuous disclosure ensure that the company discloses relevant information to the shareholders and the market in a timely and full manner.

7. THE BOARD RECOGNISES AND MANAGES RISK

The Board is responsible for overseeing the Group’s risk management and control framework.

Identification of Risk

Responsibility for control and risk management is delegated to the appropriate level of management within the Group with the Chief Executive Officer having ultimate responsibility to the Board for our risk management and control framework.

Procedures set in place by the Board to monitor risk management are :

• monthly reporting to the Board in respect of operations and the financial position of the company;

• budgetary expenditure controls;

• immediate reporting to the Board of any pending material legal issues;

• regular reporting by our Occupational Health and Safety Committee on adherence to the company’s health and safety policies and guidelines, and immediate implementation of any necessary corrective action.

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 02 000 307 988

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

Integrity of Financial Reporting

The Chief Executive Officer and Group Financial Controller report to the Board that :

• the Financial Statements of the Group for each half and full year present a true and fair view, in all material aspects, of the group’s financial position and operational results and are in accordance with current accounting standards;

• this statement is founded on a sound system of risk management and internal control procedures compliance which implement the risk management policy as adopted and implemented by the Board, and

• the Group’s risk management and internal compliance and control framework is operating efficiently and effectively in all material respects.

The Group is in the process of developing a risk management compliance and control policy and procedure document which will be posted on the Group’s Web Site when completed.

The Role of the Auditor

The Group invites the External Auditor to attend its Annual General Meeting and be available to answer shareholder questions concerning the conduct of the Audit and the preparation and content of the Auditor’s Report.

8. THE BOARD ENCOURAGES ENHANCED PERFORMANCE

Given the size of the company, the Board believes that the shareholders of the company ultimately assess the performance of the Board. The Board continually monitors performance of key executives by measuring performance against key performance indicators.

The Chairman discusses performance with individual directors during the year.

The directors have open access to all relevant information and may meet independently with management at any time to discuss any matters of concern.

The Board will be considering proposed performance evaluation techniques in the coming year.

9. THE BOARD REMUNERATES FAIRLY AND RESPONSIBLY

The Board has a Remuneration Committee which has a documented charter. The members and qualification of the Remuneration Committee Members are disclosed in the Directors’ Report.

The Remuneration Committee is responsible for developing and recommending to the Board:

• Remuneration policies for Non-Executive Directors;

• Remuneration policies for the Chief Executive Officer and Chief Financial Officer;

• Remuneration policies for executive management;

• All aspects of any executive share option or acquisition scheme;

• Superannuation policies;

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OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 02 000 307 988

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

A copy of the Remuneration Committee Charter can be obtained from the company’s web site under the Corporate Governance section.

Not withstanding the Remuneration Committee Charter, the Board and Members resolved at the Extra Ordinary General Meeting held on the 26[th] June, 2007, to issue share options to Non-Executive Directors. Details of these Share Options issued during the year are contained in the 2008 Annual Report at Note 5(b).

10. THE BOARD RECOGNISES THE LEGITIMATE INTERESTS OF STAKEHOLDERS

A code of conduct for company stakeholders has been established. The key items of the code are:

• Commitment by the Board and management to the code of conduct;

• Responsibilities to shareholders and the financial community;

• Responsibilities to clients, customers and consumers;

• Employment practices;

• How the company complies with legislation affecting its operations; and

• How the company monitors and ensures compliance with its code.

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HOLDING TOP 20 SHAREHOLDERS of FULLY PAID ORDINARY SHARES RANK SUBSTANTIAL ORDINARY SHARES % Held RANGE SHAREHOLDER FULLY PAID BALANCE HELD 01-September-2008

100,000 or Starball Pty Limited # 1,848,633 MORE UFBA Pty Limited #(1) 1,340,000 Divpass Pty Limited #(1) 1,290,000 Wingroad Pty Limited #(2) 1,005,494 Maurice Wayne Abbott (Maurie's Supa Dupa Super Fund) # 949,544 Carryoak Pty Limited # 900,000 Marilyn Anne Hext/Christopher Charles Hext/Lymgrange Pty Limited # 830,000 John Roy Westwood #(1) 780,000 Kon Holdings Pty Limited # 774,727 Milton Corporation Pty Limited 363,900 MFM Properties/Harris Timber & Hardware & Associated Companies 361,981 Coogarah Investments Pty Ltd 4 357,188 Brian Benger/Benger Super (Shandora One) 193,545 Braden Kirwan Murrin 192,386 James William Toland #(2) 148,882 D.G. & G.E MacKenzie 125,000 Hylec Controls/Hylec Investments 120,000 The Genuine Snake Oil Company 117,298 Falcon Fire Protection Pty Limited 112,616 Luton Pty Ltd 100,000 TOTAL TOP 20 11,911,194 83.466 TOTAL ISSUED CAPITAL : ORDINARY SHARES FULLY PAID 14,270,684 100.00 # Substantial Shareholder as defined by Section 671B of the Corporations Act (x) indicates common shareholding

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Additional information required by the Australian Stock Exchange Limited and not shown elsewhere in this Report is as follows :	This information is made up to 1st September, 2008.	NUMBER OF HOLDERS OF EQUITY SECURITIES	Ordinary Share Capital	14,270,684 fully paid Shares are held by Ordinary Shareholders as at 1st September, 2008. (All Ordinary Shares of the Company carry	one vote per share.	OPTIONS	1,425,000 Options were held by 18 Key Management Personnel as set out in Note 5(b) at 30th June, 2008. No voting rights attach	to these options. These Options are exercisable at $1.20 when the Company's Share price exceeds $1.40.	DISTRIBUTION OF HOLDERS OF QUOTED EQUITY SECURITIES (ORDINARY SHARES FULLY PAID)	Range Number	1 - 1,000 80	1,001 - 5,000 103	5,001 - 10,000 42	10,001 - 100,000 66	100,001 - and over 19	310	SUBSTANTIAL SHAREHOLDERS	Substantial Shareholders in the Company are set out below	Ordinary Shares ORDINARY SHARES % Held	FULLY PAID	BALANCE HELD	01-September-2008	Divpass Pty Limited and its related bodies corporate and associates 3,410,000 23.90	Starball Pty Limited and associates 2,088,030 14.63	Wingroad Pty Limited and associates 1,154,376 8.09	Maurice Wayne Abbott (Murie's Supa Dupa Supa Fund) 949,544 6.65	Carryoak Pty Limited 900,000 6.31	Marilyn Anne Hext and related bodies corporate and associates 830,000 5.82	Kon Holdings Pty Limited 774,727 5.43	10,106,677 70.82

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