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PACIFIC CURRENT GROUP LIMITED Annual Report 2007

Aug 27, 2007

65526_rns_2007-08-27_0a64207d-0a5f-4a8b-9727-4393b5f9894d.pdf

Annual Report

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TREASURY GROUP LTD ABN 39 006 708 792

AND CONTROLLED ENTITIES

FINANCIAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2007 PROVIDED TO THE ASX UNDER LISTING RULE 4.3A

Rule 4.3A

Appendix 4E Preliminary Final Report

Name of entity Treasury Group Limited ABN : 39 006 708 792

1. Reporting period

Report for the financial year ended 30 June 2007 Previous corresponding period is the financial year ended 30 June 2006

2. Results for announcement to the market

Revenues from ordinary activities_(item 2.1)
up
13%
to
Profit (loss) from ordinary activities after tax
attributable to members (_item 2.2
)
up
25%
to
Net profit (loss) for the period attributable to
members_(item 2.3)_
up
25%
to
A$’000s
58,249
18,004
18,004
Dividends(item 2.4) Amount per
security
Franked amount per
security
Interim dividend
Final dividend
25 cents
35 cents
100%
100%
Record date for determining entitlements to the
dividend_(item 2.5)_
14 September 2007
Brief explanation of any of the figures reported above necessary to enable the figures to be
understood_(item 2.6)_:

Results Commentary

A copy of the financial report for the year ended 30 June 2007 is attached. Treasury Group Limited and its subsidiaries and associates (Group) reflect the consolidation of results of the following entities:

Treasury Group Limited (head company) Treasury Group Investment Services Limited (100%) Investors Mutual Limited (50%) Global Value Investors Limited (67%) Treasury Asia Asset Management Limited (41%) Armytage private Limited (sold 11 July 2006) (50%)

The results reflect the recognition of the share of profits of the following associate entities:

Orion Asset Management Limited (42%)
Confluence Asset Management (35%)

Revenues and expenses reflect the consolidation of the head company and its subsidiaries. Revenues were up 13% on the comparative year primarily due to the increase in average funds under management (FUM) and the performance of the Group. Net profit after tax was up by 25% from $14.399 million to $18.004 million.

The Group result reflects the revaluation of the convertible notes in RARE Infrastructure Limited. This contributed $1.15 million ($805,000 after tax) to other income and was based on an independent valuation. The 2006/07 result also reflects the profit on sale of the 50 percent interest in Armytage private Limited of $1.25 million (after tax).

The important feature of the 2006/07 result was the growth of the new asset management businesses, Global Value Investors (GVI), Treasury Asia Asset Management (TAAM) and RARE Infrastructure. Both GVI and TAAM reached profitability in 2007/08 and are receiving continued strong interest from retail and institutional clients.

Salaries and employment benefits increased from $11.562 million to $13.706 million reflecting additional resources, revised compensation schemes for investment managers as well as full year expense of executive roles appointed during 2006.

Share of profits from associates was up by $471,000 or 11.3%. This was due to the continued strong growth of Orion Asset Management Limited.

This increased profit and solid development of the business has led your directors to approve an increase in the dividend from 50 cents to 60 cents for the year ended 30 June 2007.

3. Income Statement (item 3)

Refer to the attached statement

4. Balance Sheet (item 4)

Refer to the attached statement

5. Statement of Cash Flows (item 5)

Refer to the attached statement

6. Dividends (item 6)

Interim dividend – year ended 30 June 2007
Final dividend – year ended 30 June 2007
Date of payment
Total amount of
dividend
Date of payment
Total amount of
dividend
27 March 2007 $5,645,648
28 September 2007 $7,903,907

Amount per security

Amount per security
Amount per
security
Franked amount
per security at
30% tax
Amount per security of
foreign sourced
dividend
Total dividend:Current year
Previous year
60 cents 100% n/a
50 cents 100% n/a
Total dividend on all securities
Ordinary securities
(each class separately)
Preference securities
(each class separately)
Other equity instruments
(each class separately)
Total
Current period
$A'000
Previous corresponding
Period-$A'000
13,550
n/a
n/a
11,051
n/a
n/a
13,550 11,051

7. Details of dividend or distribution reinvestment plans in operation are described below (item 7) :

Not applicable The last date(s) for receipt of election notices for Not applicable participation in the dividend or distribution reinvestment plan

8. Statement of retained earnings (item 8)

Consolidated Entity
Parent Entity


2007
2006
2007
2006
$’000
$’000
$’000
$’000
Balance at the beginning of year 13,406
8,937
5,289
6,772

Net profit attributable to members of the
parententity 18,004
14,399
17,938
8,447
Total available for appropriation 31,410
23,336
23,227
15,219
Dividends paid (12,723)
(9,930)
(12,723)
(9,930)
Balance at end of year 18,687
13,406
10,504
5,289

9. Net tangible assets per security (item 9)

Net tangible asset backing per ordinary
security
Current period Previous corresponding
period
$2.31 $2.02

10. Details of associates and joint venture entities

Name of associate or joint venture entity % Securities held
Orion Asset Management Limited 41.90
Confluence Funds Management Limited 35.00

Aggregate share of profits of associates and joint venture entities

Group’s share of associates and joint venture
entities:
Profit from ordinary activities before tax
Income tax on ordinary activities
Net profit from ordinary activities after tax
Adjustments
Share of net profit of associates and joint venture
entities
2007
$’000
2006
$’000
6,573
(1,927)
5,972
(1,797)
4,646
-
4,175
-
4,646 4,175

12. Significant information relating to the entity’s financial performance and financial position.

Refer note on results commentary at item 2.6 of this appendix.

13. The financial information provided in the Appendix 4E is based on the annual financial report (attached), which has been prepared in accordance with Australian accounting standards (item 13) .

14. Commentary on the results for the period.

Refer note on results commentary at item 2.6 of this appendix.

15. Audit of the financial report

  • The financial report has been audited and an unqualified opinion has been issued

……………………………….

Leah Watson Company Secretary

28 August, 2007

15. Audit of the financial report

  • The financial report has been audited and an unqualified opinion has been issued

……………………………….

Leah Watson Company Secretary

28 August, 2007

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Annual Report 2007

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Corporate Information

ABN 39 006 708 792

Directors

M. Fitzpatrick (Chairman) D. Cooper R. Green P. Kennedy R. Hayes

Chief Financial Officer

Joseph Ferragina

Company Secretary

Leah Watson

Registered Office

Level 9 470 Collins Street Melbourne, Victoria, 3000 Phone (03) 9671 - 3667 Facsimile (03) 9661 - 8499

Sydney Office – Head Office

Level 5 50 Margaret Street Sydney, NSW, 2000 Phone (02) 8243 - 0400 Facsimile (02) 8243 - 0410

Bankers

Westpac Banking Corporation

Share Register

Computershare Investor Services Pty Ltd 452 Johnston Street Abbotsford, Victoria, 3067 Phone (03) 9415 - 5000

Auditors

Ernst & Young

Internet Address

www.treasurygroup.com

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Contents

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|||
|---|---|
|Directors’ Report..........................................................................................................................................................4|
|Auditor Independence Declaration...........................................................................................................................16|
|Corporate Governance Statement.............................................................................................................................17|
|Income Statement.......................................................................................................................................................21|
|Balance Sheet..............................................................................................................................................................22|
|Statement of Changes in Equity ................................................................................................................................23|
|Cash Flow Statement..................................................................................................................................................26|
|Notes to the Financial Statements .............................................................................................................................27|
|Note 1 -|Corporate Information......................................................................................................................27|
|Note 2 -|Summary of Significant Accounting Policies...................................................................................27|
|Note 3 -|Financial Risk Management Objectives and Policies.......................................................................37|
|Note 4 -|Significant Accounting Judgments, Estimates and Assumptions .....................................................37|
|Note 5 -|Revenue and Expenses .....................................................................................................................39|
|Note 6 -|Discontinued Operations ..................................................................................................................42|
|Note 7 -|Income Tax.......................................................................................................................................44|
|Note 8 -|Dividends Paid and Proposed...........................................................................................................47|
|Note 9 -|Cash and Cash Equivalents ..............................................................................................................48|
|Note 10 - Trade and other Receivables ...........................................................................................................49|
|Note 11 - Available-for-Sale Investments ........................................................................................................49|
|Note 12 - Investments at Fair Value through Profit and Loss ..........................................................................50|
|Note 13 - Loans and Other Receivables (Non-Current) ...................................................................................50|
|Note 14 - Investments in Associates.................................................................................................................51|
|Note 15 - Plant and Equipment ........................................................................................................................52|
|Note 16 - Intangibles........................................................................................................................................53|
|Note 17 - Goodwill and Impairment Testing....................................................................................................53|
|Note 18 - Other Financial Assets......................................................................................................................54|
|Note 19 - Trade and other Payables (Current)..................................................................................................54|
|Note 20 - Provisions.........................................................................................................................................54|
|Note 21 - Contributed Equity and Reserves .....................................................................................................55|
|Note 22 - Commitments and Contingencies.....................................................................................................57|
|Note 23 - Employee Benefits and Superannuation Commitments....................................................................58|
|Note 24 - Subsequent Events............................................................................................................................60|
|Note 25 - Earnings per Share............................................................................................................................60|
|Note 26 - Key Management Personnel Disclosures .........................................................................................61|
|Note 27 - Auditors’ Remuneration ...................................................................................................................68|
|Note 28 - Related Party Disclosure ..................................................................................................................68|
|Note 29 - Segment Information........................................................................................................................70|
|Note 30 - Financial Instruments .......................................................................................................................71|
|Directors’ Declaration................................................................................................................................................74|
|Independent Audit Report.........................................................................................................................................75|
|ASX Additional Information .....................................................................................................................................77|

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Directors’ Report

Your Directors submit their report for the year ended 30 June 2007.

DIRECTORS

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

Names, qualifications, experience and special responsibilities

Michael Fitzpatrick, (Chairman) B. Eng, B (Oxon) Honours

Mr Fitzpatrick joined the Board on 5 October 2004. He was the founder and Managing Director of Hastings Funds Management Limited. Prior to establishing Hastings in 1994, he was a Director of Credit Suisse First Boston. He is also a Director of Rio Tinto Ltd, Rio Tinto plc, Chairman of Victorian Funds Management Corporation, Chairman of the Australian Football League and former Chairman of the Australian Sports Commission. Mr Fitzpatrick is also a member of the Audit Committee, Remuneration Committee and Nominations Committee.

  • During the past three years Mr M. Fitzpatrick has also served as a Director of :

  • Hastings High Yield Fund (current),

  • Hastings Diversified Utilities Fund (current),

  • Pacific Hydro Limited, and

  • Australian Infrastructure Fund Ltd.

David Cooper, (Managing Director) B. Ec. /Fin.

Mr Cooper joined the Board on 8 August 2005, having been the Chief Executive Officer (CEO) of the company since July 2004. Mr Cooper joined Treasury Group Limited in July 2002 as Strategic Investments Manager. Prior to joining the Company, he was the Head of the Institutional Division at Perpetual Investments Ltd.

Rodney Green, (Non-Executive Director) CA, ASIA

Mr Green joined the Board on 14 November 2001 and has over 30 years experience in the financial services industry. Prior to joining Treasury Group Limited Mr Green was the Chief Investment Officer and then Chief Executive Officer of Perpetual Investments Ltd with total funds under management then of $15 billion. Mr Green is also a member of the Remuneration Committee.

Mr Green was also a director of Premium Investors Limited (a listed investment company) until his resignation on 24 April 2006.

Peter Kennedy, (Non-Executive Director) B.Ec. L.L.M.

Mr Kennedy joined the Board on 4 June 2003 and is a senior partner with Madgwick lawyers and has over 30 years experience in commercial law. He is the Chairman of the Audit Committee and also sits on the Remuneration Committee.

During the past three years Mr Kennedy has also served as a Chairman of the following other listed companies:

  • Australian Value Funds Management Limited (now called Prime Financial Group Ltd)

Reubert Hayes, (Non-Executive Director) SF Fin, FAICD

Mr Hayes jointed the Board on 22 February 2007 having over 41 years of experience in investment management and stockbroking research. He was also a founder and CEO of Ausbil Dexia Limited a specialist wholesale boutique asset management operation. Mr Hayes was also a joint founder of Barclays Bank investment operations in Australia in 1984, and was CEO of that business for 12 years until 1996.

Donald Sharp (Non-Executive Director), B. Bus (Accounting), CPA, CFP, ICD (resigned 16 May 2007)

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Directors’ Report continued

COMPANY SECRETARY

Leah Watson B.Bus (Acc/Info Systems), Grad Dip (App Corp Gov), CA, ACIS

Mrs Watson is a Chartered Accountant, and commenced with Treasury Group Limited in November 2003. Mrs Watson has ten years commercial and professional experience, and prior to joining Treasury Group, worked with the Middle Market Advisory services of KPMG, and Corporate Services at Hall Chadwick Chartered Accountants & Business Advisors. Mrs Watson is also a member of Chartered Secretaries Australia.

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

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

Ordinary Shares Options over
Ordinary Shares
D. Cooper
633,000
M. Fitzpatrick
2,651,500
R. Green
1,465,000
R. Hayes
-
P. Kennedy
60,000
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
DIVIDENDS
Cents
Final dividend recommended:

on ordinary shares (fully franked)
35.0
Dividend paid in the year:
Interim for the year

on ordinary shares (fully franked)
25.0
Final for 2006 shown as recommended in the 2006 report

on ordinary shares (fully franked)
32.0
400,000
-
-
-
-
Cents
80.79
79.44
$
7,903,907
5,645,648
7,077,309
  • on ordinary shares (fully franked)

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Directors’ Report continued

CORPORATE INFORMATION

Corporate structure

Treasury Group Limited (Group) is a company limited by shares that is incorporated and domiciled in Australia. Treasury Group Limited has prepared a consolidated financial report incorporating the entities that it controlled during the financial year. The Group’s corporate structure as at the date of this report is as follows:

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Treasury Group Limited
Treasury Group Treasury Asia Asset Orion Asset Confluence Asset
Investors Mutual Investment Services Management Limited Management (Aust) Management Ltd
Limited (50%) Limited (41.2%) Pty Ltd (35%)
(100%) (41.9%)
Global Value
Investors Ltd RARE Infrastructure Cannae Capital
(33.3% Treasury Ltd Partners Ltd
Group Limited,
66.7% Investors (See page 7) (See page 7)
Mutual Ltd)
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  • (i) Orion Asset Management (Aust) Pty Ltd (“Orion”) is not a controlled entity, and is treated as an associate accordingly. Its financial result is included on an equity accounting basis during the financial year.

  • (ii) Global Value Investors Ltd (“GVI”) is effectively owned 66.67%, which will be diluted to an effective 50% after shares have been allocated to key staff members of the business. GVI is therefore a controlled entity. Its financial results are included within the consolidated figures.

  • (iii) Treasury Asia Asset Management Ltd (“TAAM”) is a controlled entity that commenced operations on 12 July 2005. TAAM is effectively owned 41.2%, which will be diluted to an effective 40% after shares have been allocated to key staff members of the business post 30 June 2007.

Nature of operations and principal activities

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

Provision of funds management services to:

  • Institutions;

  • Master funds and wraps;

  • Retail investors; and

  • Private clients.

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

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Directors’ Report continued

Employees

The consolidated entity employed 62 full time equivalent employees as at 30 June 2007 (2006: 59 employees excluding NonExecutive Directors). The consolidated group includes Treasury Group Limited, Treasury Group Investment Services Limited, Investors Mutual Limited, Treasury Asia Asset Management Limited and Global Value Investors Limited.

OPERATIONS AND FINANCIAL REVIEW

Group Overview

Funds Management

Investors Mutual Limited provides a funds management capability to both institutional and retail investors. The consolidated entity holds 50% of the issued capital of the Company.

Orion Asset Management Ltd, a wholly-owned controlled entity of Orion Asset Management (Aust) Pty Ltd, provides funds management services to a range of institutions.

Confluence Asset Management Ltd is a specialist fund manager investing in companies with smaller capitalisations. Treasury Group Limited holds 35% of the issued capital of Confluence Asset Management Ltd.

Global Value Investors Ltd commenced operation as a fund manager from February 2005. Global Value Investors Ltd invests in global industrial companies that exhibit recurring earnings, and a strong, stable and competitive business. Treasury Group Limited holds 33.3% of the issued share capital with the remainder being held by Investors Mutual Limited.

Treasury Asia Asset Management Ltd commenced operation as a fund manager on 12 July 2005. Treasury Asia Asset Management Ltd is a boutique asset manager specialising in the Asia Pacific Region.

Treasury Group Limited owns convertible notes that entitle it to convert the notes into a 40% holding of RARE Infrastructure Ltd (RARE). RARE is a boutique asset manager specialising in listed global infrastructure assets which was launched in July 2006. As Treasury Group Limited has not converted the notes at this stage the results of the company are not included in the consolidated financial statements.

Treasury Group Limited owns a convertible note that entitles it to convert the notes into a 35% holding in Cannae Capital Partners Ltd (Cannae) and an option which entitles Treasury Group Limited to purchase a further 5%. Cannae was launched in July 2007 and is a boutique asset manager specialising in Australian and New Zealand Equity.

Funds Management, Administration & Compliance Services

Treasury Group Investment Services Ltd, a wholly-owned controlled entity of Treasury Group Limited, is the manager of a listed investment company, Premium Investors Limited. This entity was listed on the Australian Stock Exchange on the 27 November 2003.

Operating Results for the Year

The consolidated net profit attributable to members of Treasury Group Limited amounted to $18,003,774 (2006: $14,399,337).

Earnings Per Share

The Group is pleased to report that the earnings is reflecting the many initiatives put in place by the Board and management. This is reflected in the significant growth experienced over the past twelve months.

2007 2006 2005 2004 2003
Basic earnings per share (cents) 80.8 65.4 60.4 37.2 8.0
Diluted earnings per share (cents) 79.4 63.7 58.1 31.8 6.0

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Directors’ Report continued

REVIEW OF FINANCIAL CONDITIONS

Capital Structure

The Group has a sound capital structure. This is evident from the Company’s cash flow position and that no borrowing facility is required to fund the growth activities of the Group.

In addition, new capital by way of the exercise of options on ordinary shares provided an additional $3,401,866 in new capital to the Company.

The Group has established a treasury function which is managed by the finance team and operates within the policies set by the Board. Cash surpluses held by the Group are invested in high yielding commercial bills arranged with the Group’s bankers. Details pertaining to these investments are included in Note 30.

Cash Flow from Operations

Net cash flow from operating activities increased by $3.83m to $27.32m or by 16% over the year. This positive result was largely due to the increase in receipts derived from the growth in funds under management by the Group.

The exercise of options resulted in shareholder funds increasing by $3.4 m. During the year, Treasury Group Ltd paid $12.72 m in dividends. Consolidated cash as at 30 June 2007 stood at $24.62 m.

Risk Management

The Group takes a proactive approach to risk management. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the Group’s objectives and activities are aligned with the risks and opportunities identified by the Board.

The Group believes that it is crucial for all Board members to be a part of this process, and as such the Board has not established a separate risk management committee. Instead all Board members are involved in the risk management process.

The Board has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with the risks identified by the Board. These include the following:

  • Implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets, including the monitoring of key performance indicators of both a financial and non-financial nature; and

  • The establishment of an investment review panel with the express purpose of examining new asset management opportunities for the Group.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There have been no other significant changes in the state of affairs of the Company during the financial year.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

  • On 13 July 2007 Treasury Group Limited issued 150,000 options to a key employee. The options vest on 1 July 2010 and have an exercise price of $20.

  • On 13 July 2007 Treasury Group Limited announced a proposal to issue the Managing Director, David Cooper, 500,000 options with an exercise price of $20. This will require the approval of shareholders at the Annual General Meeting.

  • On 16 July 2007 Treasury Group Limited provided a convertible loan, converting into 35% of Cannae Capital Partners Ltd’s ordinary share capital. Treasury Group Limited also has an option entitling it to purchase an additional 5% of the share capital at a multiple of NPAT in five years time. Cannae Capital Partners Ltd is a boutique asset manager specialising in Australian and New Zealand equities which was launched in July 2007.

  • On 27 July 2007 the Board of Directors of Confluence Asset Management Limited passed a resolution to close the company’s activities. The expected loss on the investment is $130,000.

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Directors’ Report continued

SIGNIFICANT EVENTS AFTER THE BALANCE DATE (Cont.)

  • On 28 August 2007, the Directors of Treasury Group Limited declared a final dividend on ordinary shares in respect of the 2007 financial year. The total amount of the dividend is $7,903,907, which represents a fully franked dividend of 35 cents per share. The dividend has not been provided for in the 30 June 2007 financial statements.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

In the opinion of the Directors, disclosure of information regarding likely developments in the operations of the consolidated entity and the expected results of those operations other than matters referred in the Chairman’s address would prejudice the consolidated entity’s interests. Accordingly no further information is included in this report.

SHARE OPTIONS

Unissued shares

As at the date of this report, there were 1,954,001 unissued ordinary shares under options (1,994,001 at reporting date). Further details of the options outstanding to employees are included in Note 23 to the financial report.

Shares issued as a result of the exercise of options

During the financial year, employees and Directors have exercised their options to acquire 400,000 fully paid ordinary shares of Treasury Group Limited at a weighted average exercise price of $7.50. Since the end of the financial year, 190,000 further options have been exercised.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The Group has entered into an agreement for the purpose of indemnifying Directors and officers of the Company against all losses and liabilities incurred by the Directors or officers on behalf of the Company.

The following liabilities, except for a liability for legal costs, are excluded from the above indemnity:

  • (a) A liability owed to the Company or related body corporate;

  • (b) A liability for pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act 2001;

  • (c) A liability owed to someone other than the Company or a related body corporate and did not arise out of conduct in good faith;

  • (d) Any other liability against which the Company is precluded by law from indemnifying the Director.

The insurance contract prohibits the disclosure of the insurance premium for insuring officers of the company against a liability which may be incurred in that person’s capacity as an officer of the Company.

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Directors’ Report continued

DIRECTORS’ AND OTHER OFFICERS’ EMOLUMENTS

Remuneration Report

This report outlines the remuneration arrangements for Directors and Executives of Treasury Group Limited.

Remuneration Philosophy

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

To this end, the Company embodies the following principles in its remuneration framework:

  • Provide competitive rewards to attract high calibre executives;

  • Link executive rewards to shareholder value; and

  • Significant portion of Executive remuneration ‘at risk’, dependent upon meeting pre-determined performance benchmarks.

Remuneration Committee

The Remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Directors, the Managing Director and the Executive Team. The Remuneration Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team.

Remuneration Structure

In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive remuneration is separate and distinct.

Non-Executive Director Remuneration

Objective

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

Structure

In accordance with the ASX Listing Rules the aggregate remuneration of Non-Executive Directors is determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the Directors as agreed. The latest determination was at the Annual General Meeting held on 15 November 2006 when shareholders approved an aggregate remuneration of $650,000 per year for services of Directors as directors of the Company and its subsidiaries.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually. Non-Executive Directors do not receive performance based bonuses from Treasury Group Limited.

Executive Remuneration

Objective

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

  • Reward executives for company, business unit and individual performance targets set by reference to appropriate benchmarks;

  • Align the interests of executives with those of shareholders;

  • Link reward with the strategic goals and performance of the Company; and

  • Ensure total remuneration is competitive by market standards.

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Directors’ Report continued

DIRECTORS’ AND OTHER OFFICERS’ EMOLUMENTS (Cont.)

Executive Remuneration (Cont.)

Structure

Remuneration consists of the following key elements:

  • Fixed Remuneration

  • Variable Remuneration

  • Short Term Incentive (STI); and

  • Long Term Incentive (LTI)

The proportion of fixed remuneration and variable remuneration is established by the Remuneration Committee.

Fixed Remuneration

Objective

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

Fixed remuneration is reviewed annually by the Remuneration Committee and the process consists of a review of performance, relevant comparative remuneration in the market and advice on policies and practices.

Variable Remuneration – Short Term Incentive (STI)

Objective

The objective of the STI plan is to link the achievement of the Company’s operational targets with the remuneration received by the Executives charged with meeting those targets. The STI is fully discretionary in the hands of the Remuneration Committee. The Remuneration Committee receives a recommendation from the Managing Director on executive performance. The Managing Director bases his report on a number of tailored KPIs for each Executive. The total potential STI available is set at a level so as to provide sufficient incentive to the Executive to achieve the operational targets such that the cost to the Company is reasonable.

Structure

Actual STI payments granted to each Executive depend on the achievement of annual corporate profitability measures and each Executive exceeding expectations on their KPIs. Secondary consideration is given to their general value add to the business.

The aggregate of annual STI payments available for Executives across the Company is subject to the approval of the Remuneration Committee. Payments are usually delivered as a cash bonus.

Variable Remuneration – Long Term Incentive (LTI)

Objective

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

Structure

LTI grants are delivered in the form of options.

The Company uses the share price as the performance hurdle for the long term incentive plan to ensure alignment between shareholder return and reward for Executives.

Details of the nature and amount of each element of the emolument of each Director of the Company and each of the Key Management Personnel of the Company and the consolidated entity for the financial year are as follows:

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Directors’ Report continued

DIRECTORS’ AND OTHER OFFICERS’ EMOLUMENTS (Cont.)

Emoluments[*] of Directors of Treasury Group Limited

Emoluments* of Directors of Treasury Group Limited
Directors Annual Emoluments
Salary and
fees
Bonus
$
$
Long Term Emoluments
Super-
annuation
Share based
payments
$
$
Total
$
M Fitzpatrick
Chairman
D Cooper
Managing Director
P. Kennedy
Non-Executive Director
R. Green
Non-Executive Director
R. Hayes
Non-Executive Director
D. Sharp
Non-Executive Director (resigned 16 May 2007)
97,248
-
389,908
212,500
83,500
-
60,550
-
22,361
-
139,518
-
8,752
-
35,092
193,945
-
-
5,450
-
2,013
-
-
-
106,000
831,445
83,500
66,000
24,374
139,518

Emoluments* of the Key Management Personnel of the Company and the Consolidated Entity

Executives – Name and Position Annual Emoluments Long term Emoluments (in
accordance with LTI)
Total
$
Base
Fee
Bonus
Other
$
$
$
Granted@
Amortised
Cost
Super-
annuation
Number
$
$
J. Ferragina
Treasury Group Ltd
C.F.O
T. Hyett
Investors Mutual Ltd
C.E.O.
C. Byrne
Investors Mutual Ltd
C.O.O.
E. Jurgeleit
Treasury Group Ltd
Group Manager –
Risk and New
Developments
C. Feldmanis
Treasury Group
Investment Services Ltd
ManagingDirector
217,314
80,500
-
277,091
295,976
-
232,314
192,755
-
203,327
64,804
-
227,314
84,000
-
150,000
93,911
12,686
-
-
41,886
-
-
12,686
90,000
56,167
12,686
90,000
56,167
12,686
404,111
614,953
437,755
336,984
380,167

Notes

* The elements of emoluments have been determined on the basis of the cost to the Company and the Consolidated Entity, except for options issued.

  • @ Options granted as part of remuneration have been valued using a Binomial option pricing model, which takes account of factors such as the option exercise price, volatility of the underlying share price and the time to maturity of the option.

12

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Directors’ Report continued

DIRECTORS’ AND OTHER OFFICERS’ EMOLUMENT (Cont.)

The Company uses the fair value measurement provisions of AASB 124 “Related Party Disclosures” and the AASB 2 “Sharebased Payment” prospectively for all options granted to Directors and relevant Executives which have not vested as at 1 July 2004. The fair value of such grants is being amortised and disclosed as part of Director and Executive emoluments on a straight-line basis over the vesting period.

From 1 July 2003, options granted as part of Director and Executive emoluments have been valued using a Binomial option pricing model, which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share and the expected life of the option. Further details in relation to the issuance and value of options are contained in Note 23 to the financial report.

EMPLOYMENT CONTRACTS

The Managing Director, Mr Cooper, is employed under contract. The current employment contract commenced on 15 July 2006 and terminated on 14 July 2007. The Company has entered into a new employment contract with Mr Cooper. The current contract commenced on 15 July 2007 and has no predetermined termination date. Under the terms of the present contract, a base salary of $500,000 (gross) will be paid effective from 1 July 2007.

As long term incentive, Mr Cooper will be awarded 500,000 $20 options on terms to be approved at the AGM.

Mr Cooper is also eligible for a bonus based on a number of clearly defined KPI’s. Any bonus payment is at the sole discretion of the Remuneration Committee.

Additional terms in the contract include:

  • The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs Mr Cooper is only entitled to that portion of remuneration which is fixed, and only up to the date of termination. On termination with cause any unvested options will immediately be forfeited.

  • The Company may terminate the contract without notice if Mr Cooper becomes incapacitated by accident or an illness such that he is unable to perform his duties for 90 consecutive days or for an aggregate period of 90 days in any period of 12 months.

Where employment is terminated no further payments will be paid by the company except unpaid salary accrued to the date of termination and accrued annual leave.

Where the employment is terminated due to a decision by the Company to make the position redundant, the Company will pay Mr Cooper an amount the equivalent to 1 year’s salary in addition to any payment to which Mr Cooper is entitled in relation to a notice period.

The Chief Financial Officer, Mr Ferragina, is employed under contract. The current employment contract commenced on 4 October 2005 and has no predetermined termination date. Under the terms of the contract Mr Ferragina may terminate the contract by giving three months written notice.

The Managing Director of Treasury Group Investment Services Ltd, Ms Feldmanis is employed under contract. Ms Feldmanis’ current contract commenced on 17 October 2005 and has no predetermined termination date. Under the terms of the contract Ms Feldmanis may terminate the contract by giving three months written notice.

The General Manager of Risk and New Developments, Ms Jurgeleit is employed under contract and has no predetermined termination date. Under the terms of the contract Ms Jurgeleit may terminate the contract by giving one month written notice.

The Head of Distribution, Rob Sullivan, is employed under contract. The current employment commenced on 1 May 2006 and has no predetermined termination date. Under the terms of the contract Mr Sullivan may terminate the contract by giving one month written notice.

Mr Tagliaferro’s current contract has no predetermined termination date. Under the terms of the contract Mr Tagliaferro and the company concerned may terminate the contract by giving a nine month notice period.

13

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Directors’ Report continued

DIRECTORS’ MEETINGS

The number of meetings of Directors (including meetings of Committees of Directors) held during the year and the number of meetings attended by each Director were as follows:

Directors
Meetings
Audit Committee
Meetings
Remuneration
Committee Meetings
Nomination
Committee Meetings
Meetings
eligible to
attend
Meetings
Attended
Meetings
eligible to
attend
Meetings
Attended
Meetings
eligible to
attend
Meetings
Attended
Meetings
eligible to
attend
Meetings
Attended
D. Cooper
M. Fitzpatrick
R. Green
P. Kennedy
R. Hayes
D. Sharp
13
12
-
-
-
-
-
-
13
13
4
3
2
2
2
2
13
10
-
-
2
1
-
-
13
13
4
4
2
2
-
-
4
4
1
1
-
-
-
-
12
11
3
3
-
-
2
2

Committee membership

As at the date of this report, the Company had an Audit Committee, a Remuneration Committee and a Nomination Committee of the Board of Directors.

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

Audit Remuneration Nomination
P. Kennedy (c) P. Kennedy (c) R Hayes (c) (appointed 26 June 2007)
M. Fitzpatrick R. Green M. Fitzpatrick
R. Hayes (appointed 6 March 2007) M. Fitzpatrick D. Sharp (resigned 16 May 2007)
D. Sharp (resigned 16 May 2007)
Notes

(c) Designates the Chairman of the Committee.

TAX CONSOLIDATION

Effective 1 July 2003, for the purposes of income taxation, Treasury Group Limited and its 100% owned controlled entities have formed a tax consolidated group.

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Treasury Group Limited support the Principles of Corporate Governance. The Company’s Corporate Governance Statement is contained in the following section of this annual report.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Consolidated Entity’s operations are not presently subject to significant environmental regulation under the law of the Commonwealth and State.

NON-AUDIT SERVICES

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

Ernst & Young received $59,077 in respect of tax compliance services during the year.

14

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Directors’ Report continued

AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES

The Directors received the independence declaration from the auditors of Treasury Group Limited. A copy of the declaration is set out on page 16.

Signed in accordance with a resolution of the Directors.

==> picture [123 x 38] intentionally omitted <==

M Fitzpatrick Chairman

Melbourne, 28 August 2007

15

==> picture [560 x 52] intentionally omitted <==

==> picture [560 x 52] intentionally omitted <==

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

In relation to our audit of the financial report of Treasury Group Limited for the financial year ended 30 June 2007, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

==> picture [169 x 59] intentionally omitted <==

Ernst & Young

==> picture [127 x 47] intentionally omitted <==

Sean Balding Partner 28 August 2007

Liability limited by a scheme approved under Professional Standards Legislation.

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Corporate Governance Statement

The Company is committed to maintaining the highest standards of Corporate Governance. In determining what those high standards should involve the Company has turned to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations (“ASX Principles”). The Company is pleased to advise that the Company’s practices are largely consistent with those ASX guidelines.

As at 30 June 2007, the position of Treasury Group Ltd is as follows:

Principle 1: Lay solid foundations for management and oversight

The Board’s role is to govern the Company rather than to manage it. The Board recognises the importance of clearly delineating between its roles and the roles of management, and has adopted a formal statement matters reserved to itself and a list of delegations to management. It is the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board is accountable to shareholders for the successful operations of the Company.

Full details of the Board’s role and responsibilities are contained in the Board Charter, a copy of which is contained in the Corporate Governance section on the Company’s website.

Principle 2: Structure the Board to add value

The Board considers independent decision-making as critical to effective governance, and the Company recognises the importance of independent directors and the external perspective and advice that they can offer. The names of the Directors and their qualifications and experience are included in the profiles in the Directors Report, along with the term of office held by each of the Directors.

The Company does not have a majority of independent Directors as recommended by the ASX Principles but rather a balance of executive and non-executive. The Board size is considered appropriate for the size of the Company’s operations.

Mr Kennedy and Mr Hayes are Non-Executive Directors, and also meet the ASX Principles criteria for independence adopted by the Company.

Mr Fitzpatrick is a Non-Executive Director & Chairman of the Company, but is also a major shareholder of the Company and as such he does not meet the Company’s criteria for independence, however, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board.

The Company’s Chairman and Managing Director have separate roles. The division of responsibilities between the chairman and the Managing Directors are set out in the Board charter.

Mr Green is a Non-Executive Director of the Company, and is also a major shareholder. However, as one of the founders of the Company, his experience and knowledge of the Company makes his contribution to the Board invaluable and as such it is appropriate for him to be part of the Board.

In response to the ASX Principles, the Board established a Nominations Committee on the 4[th] May 2004, to help achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times.

Whilst the ASX Principles suggest a minimum of three members, the Company believes that the present committee structure is adequate to perform its duties. The members of the Nomination Committee are Mr Hayes (Chairman) and Mr Fitzpatrick. The Nomination Committee held two meetings throughout the year and details of attendance of the members of the Committee are contained in the Directors Report.

The Nomination Committee’s charter and a description for the selection and appointment of new directors are available on the Company’s website.

The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, to assist them to carry out their responsibilities.

Principle 3: Promote ethical and responsible decision-making

To assist the Board carrying out its functions, it has developed a Directors Code of Conduct to guide the Directors, the Managing Director, the Chief Financial Officer and other key executives with respect to the practices necessary to maintain confidence in the Company’s integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. The Directors Code of Conduct can be viewed in the Corporate Governance section on the Company’s website.

17

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Corporate Governance Statement

Principle 3: Promote ethical and responsible decision-making (Cont.)

The Company has a Securities Trading Policy under which Directors and employees and their associates may only trade in the Company’s securities during specific period trading windows. This policy can be viewed in the Corporate Governance section of the Company’s website.

Principle 4: Safeguard integrity in financial reporting

In accordance with the Board’s policy, the Managing Director and the Chief Financial Officer have provided to the Board a statement that the company’s financial reports present a true and fair view, in all material aspects, of the company’s financial condition and operational results are in accordance with relevant accounting standards, prior to the Board signing this Annual Report.

The Board established an Audit Committee on 4 May 2004. The Audit Committee has adopted a formal charter, which can be found in the Corporate Governance section of the Company’s website.

During the year the Audit Committee consisted of three members and is in accordance with the minimum suggested by the ASX Principles. Members are appointed by the Board from amongst the Non-Executive Directors, which must also be independent. The members of the Audit Committee during the year were Mr Kennedy, Mr Fitzpatrick and Mr Sharp (resigned 17 May 2007) and Mr R Hayes (appointed 6 March 2007). Whilst Mr Fitzpatrick is not independent, the Company believes that the committee structure was adequate to perform its duties independently. All members can read and understand financial statements and are otherwise financially literate and Mr Kennedy the Chairman, has a commerce background with experience in financial and accounting matters. Details of members qualifications may be found in the director profiles in the Directors’ Report.

The Audit Committee held four meetings for the year and details of attendance of the members of the Audit Committee are contained in the Directors’ Report.

Information on procedures for the selection and appointment of the external auditor and for the rotation of external audit engagement partners may be found in the Corporate Governance section of the Company’s website.

Principle 5: Make timely and balanced disclosure

The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the Company immediately notifies the ASX of information:

  • 1 concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and

  • 2 that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.

Upon confirmation of receipt from the ASX, the Company posts all information disclosed in accordance with this policy on the Company’s website in an area accessible by the public. A copy of the Continuous Disclosure Policy is located in the Corporate Governance section of the Company’s website.

Principle 6: Respect the rights of shareholders

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

  1. communicating effectively with shareholders through releases to the market via ASX, the Company’s website, information mailed to shareholders and the general meetings of the Company;

  2. giving shareholders ready access to balanced and understandable information about the Company and corporate proposals;

  3. making it easy for shareholders to participate in general meetings of the Company; and

  4. requesting the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

The Company also makes available a telephone number for shareholders to make enquiries of the Company.

The communications strategy is published on the Company’s website in its corporate governance section.

18

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Corporate Governance Statement

Principle 7: Recognise and manage risk

The Board’s Charter clearly establishes that it is responsible for ensuring that there is a sound system for overseeing and managing risk. The Audit Committee is also responsible for establishing policies on risk oversight and management.

On 28 August 2007 the Managing Director and the Chief Financial Officer provided the Board a written assurance that the financial statements are founded on a sound system of risk management and internal compliance. Their statement also assured the Board that the risk management and internal compliance and control system is operating efficiently and effectively in all material aspects.

Principle 8: Encourage enhanced performance

The Board Charter provides for the undertaking of annual board and committee performance evaluation. The Board’s performance is measured against both qualitative and quantitative indicators. The objective of this evaluation is to provide best practice Corporate Governance to the Company.

The Nomination Committee oversees management succession plans including the managing director and his direct reports and evaluates the Board, Committee and Executive’s performance and makes recommendations for the appointment and removal of Directors.

In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified.

In order to provide a specific opportunity for performance matters to be discussed with each Director, each year the Board Chairman conducts a formal Director review process. Self and peer evaluations are completed and the Chairman meets with each Director individually to discuss issues including performance and discusses with the Board as a whole the effectiveness of the Board and its Committees. The last evaluation was carried out in November 2006. Given the nature of the Company’s activities, the Board believes that there is sufficient formality in the process of evaluation of the Board, individual Directors and the Chairman.

New Directors undergo an induction process in which they are given a full briefing on the Company. This includes meetings with key executives, tours of the premises, an induction package and presentations.

Principle 9: Remunerate fairly and responsibly

The Board has established a Remuneration Committee to assist the Board in making appropriate decisions about incentive schemes and superannuation arrangements.

The role of the Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees.

Mr Kennedy, Mr Fitzpatrick and Mr Green are the current members of the Remuneration Committee. Mr Kennedy, the Chairman of the Remuneration Committee is an Independent Director.

The Remuneration Committee held two meetings throughout the year and details of attendance of the members of the Committee are contained in the Directors’ Report.

The Board have endorsed the following Senior Executive Remuneration Policy and the Non-Executive Director Remuneration Policy.

Senior Executive Remuneration Policy

The Company is committed to remunerating its senior executives in a manner that is market-competitive and consistent with best practice as well as supporting the interests of shareholders. Consequently, under the Senior Executive Remuneration Policy the remuneration of senior executive may be comprised of the following:

  • fixed salary that is determined from a review of the market and reflects core performance requirements and expectations;

  • a performance bonus designed to reward actual achievement by the individual of performance objectives and for materially improved Company performance;

  • participation in the Officer and Employee Option Plan and Share Purchase Plan;

  • statutory superannuation.

19

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Corporate Governance Statement

Principle 9: Remunerate fairly and responsibly (Cont.)

By remunerating Senior Executives through performance and long-term incentive plans in addition to their fixed remuneration the Company aims to align the interests of senior executives with those of shareholders and increase Company performance. The amount of remuneration, including both monetary and non-monetary components, for each of the Key Management Personnel during the year (discounting accumulated entitlements) is detailed in the Directors’ Report.

The value of shares and options granted to Senior Executives has been calculated using the Binomial method.

The objective behind using this remuneration structure is to drive improved Company performance and thereby increase shareholder value as well as aligning the interests of executives and shareholders.

The Board may use its discretion with respect to the payment of bonuses, stock options and other incentive payments. This discretion is exercised on the following basis:

  • Retentions and motivation of key executives;

  • Attraction of quality management to the Company;

  • Performance incentives which allow executives to share the rewards of the success of Treasury Group Limited.

The Company has a Share Purchase Plan and an Officer and Employee Option Plan that have been approved by shareholders in which executives may participate. The number of shares and options issued under the plans is reasonable in relation to the existing capitalisation of the Company and all payments under the plans are made in accordance with thresholds set in plans approved by shareholders.

Non-Executive Director Remuneration Policy

Non-Executive Directors are paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. Non-Executive Directors do not receive performance based bonuses and do not participate in the option scheme of the Company. Non-Executive Directors are entitled to statutory superannuation.

The payment to Directors is based on a workload criterion. Consequently, all non-executive Directors except the Chairman receive a fixed amount plus a load for Committee Membership and Committee chairing. The Chairman received an extra loading given the duties and extra time associated with that position.

Current Director Remuneration

The aggregate amount of remuneration paid to Non-Executive Directors is approved by shareholders and is currently $650,000. The remuneration received by all of the Company’s Non Executive Directors is detailed in the Directors Report and totals $387,186 (including superannuation) paid directly by Treasury Group Limited.

Further information in relation to the remuneration of Directors can be found in the Directors’ Report.

Principle 10: Recognise the legitimate interests of stakeholders

The Company has established a Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders. A copy of this Code of Conduct is located on the Company’s website in the corporate governance section.

20

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Income Statement

FOR THE YEAR ENDED 30 JUNE 2007
Notes
CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
CONTINUING OPERATIONS
REVENUES
5 (a)
Other income
5 (b)
Salaries and employee benefits expenses
5 (c)
Fund management and administration fees
Other expenses
5 (c)
Share of net profits of associates
14 (a) (iii)
PROFIT BEFORE INCOME TAX EXPENSE
Income tax (expense) / income
7 (c)
PROFIT AFTER TAX FROM CONTINUING
OPERATIONS
DISCONTINUED OPERATIONS
Profit after tax from discontinued operations
6
Profit after tax on disposal of discontinued operations
6
TOTAL PROFIT AFTER TAX FROM DISCONTINUED
OPERATIONS
NET PROFIT FOR THE YEAR
Attributable to:
Minority interest
Members of the parent
21 (d)
Earnings per share (cents per share)

basic for profit for the year attributable to
ordinary equity holders of the parent
25

basic for profit from continuing operations
attributable to ordinary equity holders of the
parent
25

diluted for profit for the year attributable to
ordinary equity holders of the parent
25

diluted for profit from continuing operations for
the year attributable to ordinary equity holders of
the parent
25
Franked dividends paid per share (cents per share)
8
58,248,506
51,613,671
18,613,186
11,579,002
1,719,504
16,350
1,152,199
9,441
(13,705,973)
(11,561,768)
(2,422,521)
(2,414,512)
(3,952,982)
(3,431,223)
-
-
(6,948,589)
(5,955,806)
(1,496,540)
(1,273,573)

4,645,846
4,174,762
-
-
40,006,312
34,855,986
15,846,324
7,900,358
(10,850,716)
(9,239,536)
311,392
546,335
29,155,596
25,616,450
16,157,716
8,446,693
-
534,788
-
-
1,250,418
-
1,780,927
-
1,250,418
534,788
1,780,927
-
30,406,014
26,151,238
17,938,643
8,446,693
12,402,240
11,751,901
-
-
18,003,774
14,399,337
17,938,643
8,446,693
80.79
65.39
75.18
64.17
79.44
63.66
73.92
62.48
57.00
45.00

21

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Balance Sheet

Balance Sheet
AS AT 30 JUNE 2007
Notes
CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
CURRENT ASSETS
Cash and cash equivalents
9 (a)
Trade and other receivables
10
Available-for-sale investments
11
Other assets
Assets classified as held for sale
6
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
10
Available-for-sale investments
11
Investments at fair value through profit and loss
12
Loans and receivables
13
Deferred tax assets
7 (d)
Investments in associates
14
Plant and equipment
15
Intangibles
16
Goodwill
17
Other financial assets
18
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
19
Income tax payable
Liabilities directly associated with assets classified as
held for sale
6
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Other payables
Provisions
20
Deferred tax liabilities
7 (d)
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Equity attributable to equity holders of the parent
Contributed equity
21 (a)
Reserves
21 (e)
Retained profits
21 (d)
Parent interests
Minority interests
21 (f)
TOTAL EQUITY
24,622,018
19,437,188
11,036,366
9,287,866
17,441,812
14,559,245
5,287,345
2,594,209
11,245,755
8,938,324
-
-
324,354
322,648
57,041
175,073
-
2,152,419
-
299,591
53,633,939
45,409,824
16,380,752
12,356,739
1,000,000
-
1,000,000
-
1,000,424
500,284
453,125
351,535
1,200,000
50,000
1,200,000
50,000
2,693,135
-
5,505,640
1,750,227
2,327,453
2,048,238
400,249
776,279
8,686,531
7,868,862
-
-
532,044
858,948
99,586
219,016
4,722
-
4,213
-
2,271,268
2,271,268
-
-
-
-
15,422,813
15,422,813
19,715,577
13,597,600
24,085,626
18,569,870
73,349,516
59,007,424
40,466,378
30,926,609
14,233,304
8,090,348
782,873
641,208
3,563,176
3,178,033
-
-
-
561,861
-
-
17,796,480
11,830,242
782,873
641,208
-
44,582
-
44,582
214,400
-
-
-
885,036
361,290
345,000
-
1,099,436
405,872
345,000
44,582
18,895,916
12,236,114
1,127,873
685,790
54,453,600
46,771,310
39,338,505
30,240,819
26,805,890
23,404,024
26,805,890
23,404,024
3,482,993
2,412,370
2,028,508
1,548,374
18,686,710
13,405,893
10,504,107
5,288,421
48,975,593
39,222,287
39,338,505
30,240,819
5,478,007
7,549,023
-
-
54,453,600
46,771,310
39,338,505
30,240,819

22

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Statement of Changes in Equity FOR THE YEAR ENDED 30 JUNE 2007

AT 1 JULY 2006
Net gains on remeasurement available-for-sale investments
Total income and expense for the period recognised directly in equity
Profit for the period
Total income and expense for the period
Shares issued
Share-based payments
Disposal of partly owned subsidiary
Dividends paid
AT 30 JUNE 2007
CONSOLIDATED
Ordinary shares
Share options
Net unrealised
gains reserve
Retained earnings
Minority
Interest
Total
$ $ $ $ $ $ 23,404,024
1,548,374
863,996
13,405,893
7,549,023
46,771,310
-
-
396,083
-
-
396,083
-
-
396,083
-
-
396,083
-
-
-
18,003,774
12,402,240
30,406,014
-
-
396,083
18,003,774
12,402,240
30,802,097
3,401,866
-
-
-
-
3,401,866
-
674,540
-
-
-
674,540
-
-
-
-
(782,446)
(782,446)
-
-
(12,722,957)
(13,690,810)
(26,413,767)
26,805,890
2,222,914
1,260,079
18,686,710
5,478,007
54,453,600

23

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Statement of Changes in Equity

FOR THE YEAR ENDED 30 JUNE 2007

AT 1 JULY 2005
Prior year adjustment
RESTATED EQUITY BALANCE AT 1 JULY 2005
Net gains on remeasurement available-for-sale
investments
Total income and expense for the period
Profit for the period
Total income and expense for the period
Shares issued
Share-based payments
Minority Interest on acquisition of subsidiary
Dividends paid
AT 30 JUNE 2006
CONSOLIDATED
Ordinary Shares
Share options
Net unrealised
gains reserve
Retained earnings
Minority Interest
Total
$ $ $ $ $ $ 22,012,557
159,021
-
9,226,364
3,296,585
34,694,527
-
-
-
(289,452)
-
(289,452)
22,012,557
159,021
-
8,936,912
3,296,585
34,405,075
-
-
863,996
-
-
863,996
-
-
863,996
-
-
863,996
-
-
-
14,399,337
11,751,901
26,151,238
-
-
863,996
14,399,337
11,751,901
27,015,234
1,391,467
-
-
-
-
1,391,467
-
1,389,353
-
-
-
1,389,353
-
-
-
-
450
450
-
-
-
(9,930,356)
(7,499,913)
(17,430,269)
23,404,024
1,548,374
863,996
13,405,893
7,549,023
46,771,310

24

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Statement of Changes in Equity

FOR THE YEAR ENDED 30 JUNE 2007

AT 1 JULY 2006
Profit for the period
Total income and expense for the period
Shares issued
Share-based payments
Dividends paid
AT 30 JUNE 2007
TREASURY GROUP LIMITED
Ordinary Shares
Share options
Retained earnings
Total
$ $ $ $ 23,404,024
1,548,374
5,288,421
30,240,819
-
-
17,938,643
17,938,643
-
-
17,938,643
17,938,643
3,401,866
-
-
3,401,866
-
480,134
-
480,134
-
-
(12,722,957)
(12,722,957)
26,805,890
2,028,508
10,504,107
39,338,505
AT 1 JULY 2005
Profit for the period
Total income and expense for the period
Shares issued
Share-based payments
Dividends paid
AT 30 JUNE 2006
TREASURY GROUP LIMITED
Ordinary Shares
Share options
Retained earnings
Total
$ $ $ $ 22,012,557
159,021
6,772,084
28,943,662
-
-
8,446,693
8,446,693
-
-
8,446,693
8,446,693
1,391,467
-
-
1,391,467
-
1,389,353
-
1,389,353
-
-
(9,930,356)
(9,930,356)
23,404,024
1,548,374
5,288,421
30,240,819

25

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Cash Flow Statement

FOR THE YEAR ENDED 30 JUNE 2007
Notes
CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
FOR THE YEAR ENDED 30 JUNE 2007
Notes
CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Dividends received
Interest received
Income tax (paid) / received
NET CASH FLOWS FROM OPERATING ACTIVITIES
9(b)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of subsidiary, net of cash disposed
6
Purchase of plant and equipment
Purchase of intangible assets
Proceeds from disposal of plant and equipment
Proceeds from disposal of investments
Purchase of available-for-sale investments
Purchase of other investments
Payment for security deposits
Repayment of loans made
Advances to controlled entities
Advances to other entities
Payment for capital in controlled entity
Payment for investment in associated entities
NET CASH FLOWS (USED IN) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of equity
Equity dividends paid
NET CASH FLOWS (USED IN) FINANCING ACTIVITIES
NET INCREASE / (DECREASE) IN CASH AND CASH
EQUIVALENTS
Cash and cash equivalents at beginning of year
CASH AND CASH EQUIVALENTS AT END OF YEAR
9(a)
57,609,396
56,059,166
78,847
1,218,165
(26,393,777)
(25,425,533)
(3,454,467)
(3,112,313)
5,509,452
3,525,308
15,509,572
13,841,752
1,472,178
1,220,020
801,328
848,663
(10,880,117)
(11,890,276)
197,417
5,723
27,317,132
23,488,685
13,132,697
12,801,990
(26,203)
-
-
-
(85,487)
(371,960)
(34,211)
(21,336)
(6,683)
-
(6,018)
-
27,743
40,515
24,429
-
3,014,819
39,106
1,040,898
39,106
(3,895,238)
(2,000,000)
-
-
(119,337)
(137,470)
(119,337)
(202,020)
-
(154,750)
-
(154,750)
-
2,043,730
519,420
2,043,730
-
-
(965,000)
(1,313,707)
(2,596,503)
-
(2,596,503)
-
-
-
-
(4,900,393)
-
(4,200,000)
-
(4,200,000)
(3,686,889)
(4,740,829)
(2,136,322)
(8,709,370)
3,401,986
1,391,467
3,475,082
1,567,139
(22,873,602)
(21,930,137)
(12,722,957)
(9,930,356)
(19,471,616)
(20,538,670)
(9,247,875)
(8,363,217)
4,158,627
(1,790,814)
1,748,500
(4,270,597)
20,463,391
22,254,205
9,287,866
13,558,463
24,622,018
20,463,391
11,036,366
9,287,866

26

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

1. CORPORATE INFORMATION

The financial report of Treasury Group Limited (the ‘Company’ or the ‘Group’) for the year ended 30 June 2007 was authorised for issue in accordance with a resolution of the Directors on 28 August 2007.

Treasury Group Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange (ASX).

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Table of Contents

  • (a) Basis of preparation

  • (b) Statement of compliance

  • (c) Revenue recognition

  • (d) Basis of consolidation

  • (e) Cash and cash equivalents

(f) Trade and other receivables

(g) Derecognition of financial assets and financial liabilities

(h) Impairment of available-for-sale financial assets

(i) Investments in associates

  • (j) Plant and equipment

(k) Goodwill

(l) Investments and other financial assets

  • (m) Income tax

(n) Other taxes

(o) Impairment of non-financial assets other than goodwill

(p) Trade and other payables

(q) Employee leave benefits

(r) Contributed equity

(s) Leases

(t) Earnings per share

(u) Share-based payments

  • (v) Segment reporting

  • (w) Comparatives

(a) Basis of preparation

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards. The financial report has also been prepared on a historical cost basis, except for available-for-sale investments, which have been measured at fair value.

The financial report is presented in Australian dollars.

27

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(b) Statement of compliance

The financial report complies with Australian Accounting standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). The financial report also complies with International Financial Reporting Standards (IFRS).

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2007.

These are outlined in the table below:

AASB
Amendment
Affected Standard(s) Nature of change to accounting
policy
Application date of
standard*
Application date
for Group
New Standard AASB 7:Financial Instruments:
Disclosures
AASB 7 is a disclosure
standard and will have no
direct impact on the amounts
included in the Group’s
financial statements.
However, the amendments will
result in changes to the
financial instrument
disclosures included in the
Group’s financial report.
1 January 2007 1 July 2007
2005-10 AASB 132:Financial
Instruments Disclosure and
Presentation,_AASB 101:
_Presentation of Financial

Statements, AASB 114:Segment
Reporting,_AASB 117:_Leases,
AASB 133:Earnings per Share,
AASB 139:Financial
Instruments: Recognition and
Measurement,_AASB 1:_First-
time adoption of AIFRS,_AASB 4:
_Insurance Contracts,_AASB
1023:_General Insurance

Contracts,_and AASB 1038:_Life
Insurance Contracts
Refer to AASB 2007 above. 1 January 2007 1 July 2007
2007-1 Amendments to Australian
Accounting Standards arising
from AASB Interpretation 11
[AASB 2]
The impact of the standard on
the accounting policies has not
been assessed at reporting date.
1 March 2007 1 July 2007
2007-2 Amendments to Australian
Accounting Standards arising
from AASB Interpretation 12
[AASB 1, AASB 117, AASB
118, AASB 120, AASB 121,
AASB 127, AASB 131 & AASB
139]
The Group currently has no
service concession
arrangements or public-
private-partnerships (PPP), so
the amendments are not
expected to have any impact
on the Group'sfinancial report.
1 January 2008 1 July 2008

28

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(b) Statement of compliance (Cont.) (b) Statement of compliance (Cont.)
AASB
Amendment
Affected Standard(s) Nature of change to accounting
policy
Application date of
standard*
Application date
for Group
2007-3 Amendments to Australian
Accounting Standards arising
from AASB 8 [AASB 5, AASB
6, AASB 102, AASB 107, AASB
119, AASB 127, AASB 134,
AASB 136, AASB 1023 &
AASB 1038]
The impact of the standard on
the accounting policies has not
been assessed at reporting date.
1 January 2009 1 July 2009
2007-4 Amendments to Australian
Accounting Standards arising
from ED 151 and Other
Amendments [AASB 1, 2, 3, 4, 5,
6, 7, 102, 107, 108, 110, 112,
114, 116, 117, 118, 119, 120,
121, 127, 128, 129, 130, 131,
132, 133, 134, 136, 137, 138,
139,141,1023 & 1038]
These amendments are
expected to reduce the extent
of some disclosures in the
Group's financial report.
1 July 2007 1 July 2007
2007-5 Amendments to Australian
Accounting Standard –
Inventories Held for Distribution
by Not-for-Profit Entities
[AASB 102]
This amendment only relates
to Not-for-Profit Entities and
as such is not expected to have
any impact on the Group's
financial report.
1 July 2007 1 July 2007
2007-6 Amendments to Australian
Accounting Standards arising
from AASB 123 [AASB 1,
AASB 101, AASB 107,
AASB 111, AASB 116 &
AASB 138 and Interpretations 1
& 12]
The amendments to AASB 123
require that all borrowing costs
associated with a qualifying
asset be capitalised. The Group
has no borrowing costs
associated with qualifying
assets and as such the
amendments are not expected
to have any impact on the
Group's financial report.
1 January 2009 1 July 2009
2007-7 Amendments to Australian
Accounting Standards [AASB 1,
AASB 2, AASB 4, AASB 5,
AASB 107 & AASB 128]
The amendments are minor
and do not affect the
recognition, measurement or
disclosure requirements of the
standards. Therefore the
amendments are not expected
to have any impact on the
Group's financial report
1 July 2007 1 July 2007
New Standard AASB 8:Operating Segments Refer to AASB 2007-3 above 1 January2009 1 July2009
AASB 123
(amended)
Borrowing Costs Refer to AASB 2007-6 above 1 January 2009 1 July 2009

29

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(b) Statement of compliance (Cont.)

(b) Statement of compliance (Cont.)
AASB
Amendment
Affected Standard(s) Nature of change to accounting
policy
Application date of
standard*
Application date
for Group
AASB
Interpretation
10
Interim Financial Reporting and
Impairment
The prohibitions on reversing
impairment losses in AASB
136 and AASB 139, which are
to take precedence over the
more general statement in
AASB 134, are not expected to
have any impact on the
Group’s financial report as the
Group does not have any
impairment losses.
1 November 2006 1 July 2007
AASB
Interpretation
11
Group and Treasury Share
Transactions
Refer to AASB 2007-1 above. 1 March 2007 1 July 2007
AASB
Interpretation
12
Service Concession
Arrangements
Refer to AASB 2007-2 above. 1 January 2008 1 July 2008
IFRIC
Interpretation
13
Customer Loyalty Programmes The Group does not have any
customer loyalty programmes
and as such this interpretation
is not expected to have any
impact on the Group's financial
report
1 July 2008 1 July 2008
IFRIC
Interpretation
14
IAS 19 - The Asset Ceiling:
Availability of Economic Benefits
and Minimum Funding
Requirements
The Group does not have a
defined benefit pension plan
and as such this interpretation
is not expected to have an
impact on the Group's financial
report.
1 January 2008 1 July 2008
  • Application date is for the annual reporting periods beginning on or after the date shown in the above table.

(c) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Service fees

Fees charged for providing administrative services to related companies are recognised as revenue as the services are provided.

Management fees

Fees charged for managing investments are recognised as revenue as the services are provided.

Interest income

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

Dividends and distributions

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

30

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(d) Basis of consolidation

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

Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a group controls another entity.

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

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

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

Minority interests not held by the Group are allocated their share of net profit after tax in the Income Statement and are presented within equity in the Consolidated Balance Sheet, separately from parent shareholders’ equity.

Subsidiaries are carried at cost in the parent company’s separate financial statements.

(e) Cash and cash equivalents

Cash and short-term deposits in the Balance Sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above.

(f) Trade and other receivables

Trade receivables, which are generally 30 day terms, are recognised and at fair value and subsequently valued at amortised cost using the effective interest method, less any allowance for uncollectible amounts.

Collectibility of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. An allowance for doubtful debts is raised when there is objective evidence that the Group will not be able to collect the debt.

(g) Derecognition of financial assets and financial liabilities

(i) Financial assets

A financial asset (or, where applicable, a part of the financial asset or part of a group of similar financial assets) is derecognised when:

  • the rights to receive cash flows from the asset have expired; or

  • the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in the asset.

(ii) Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

31

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(h) Impairment of available-for-sale financial assets

The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.

If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference between its cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in the Income Statement, is transferred from equity to the Income Statement. Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit. Reversals of impairment losses for debt instruments are reversed through the Income Statement if the increase in an instrument’s fair value can be objectively related to an event occurring after the impairment loss was recognised in the Income Statement.

(i) Investments in associates

The Group’s investments in its associates are accounted for using the equity method of accounting in the consolidated financial statements. The associates are entities in which the Group has significant influence and which are neither a subsidiary nor a joint venture.

Under the equity method, the investments in the associates are carried in the Consolidated Balance Sheet at cost plus postacquisition changes in the Group’s share of net assets of the associates. Goodwill relating to the associates is included in the carrying amount of the investments and is not amortised. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associates.

The Group’s share of its associates’ post-acquisition profits or losses is recognised in the Income Statement, and its share of postacquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised in the parent entity’s Income Statement, while in the consolidated financial statements they reduce the carrying amount of the investment.

Investments in associates are carried at cost in the parent company’s separate financial statements.

(j) Plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Major depreciation methods and periods are:

Furniture & fittings:
Office equipment:
Leasehold improvements:
2007 & 2006
8 – 13 years
diminishing value
4 – 10 years
diminishing value
1 – 6 years
Straight line

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

Disposal

An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

The reporting dates of the associates and the Group are identical and the associates’ accounting policies conform with those used by the Group for like transactions and events in similar circumstances.

32

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(k) Goodwill and intangibles

Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.

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

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

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes.

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units), to which the goodwill relates. When the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. When goodwill forms part of a cash-generating unit (group of cashgenerating units) and an operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cashgenerating unit retained.

Impairment losses recognised for goodwill are not subsequently reversed.

Intangible assets acquired separately are initially measured at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is recognised in profit or loss in the year in which the expenditure is incurred.

Intangible assets with finite lives are amortised over the useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year end.

(l) Investments and other financial assets

Financial assets in the scope of AASB 139: Financial Instruments: Recognition and Measurement, are classified as either financial assets at fair value through profit and loss, loans and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each year-end.

All regular way purchases and sales of financial assets are recognised on the trade date that is, the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the market place.

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

The Group has designated its investment in convertible notes as at fair value through profit and loss.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains or losses are recognised in profit or loss when the loan and receivables are derecognised or impaired, as well as through the amortisation process.

(iii) Available-for-sale investments

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

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on that balance sheet date. For investments with no active market, fair value is determined using valuation techniques. Such techniques include recent arm’s length transactions; references to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models.

33

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(m) Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

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

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

  • when the deferred income tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • when the taxable temporary difference is associated with investments in subsidiaries or associates, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the future.

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

  • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit or taxable profit or loss; or

  • when the deductible temporary difference is associated with investments in subsidiaries or associates, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

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

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

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

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

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

(n) Other taxes

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

  • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable; and

  • receivables and payables, which are stated with the amount of GST included.

  • The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Balance Sheet.

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

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

34

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(o) Impairment of non-financial assets other than goodwill

Amortising intangible assets and property, plant and equipment are tested for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed.

(p) Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

(q) Employee leave benefits

(i) Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for nonaccumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments, including on-costs, to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

(r) Contributed equity

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

(s) Leases

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

Operating leases

Operating lease payments are recognised as an expense in the Income Statement on a straight-line basis over the lease term. Lease incentives are recognised in the Income Statement as an integral part of the total lease expense.

(t) Earnings per share

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

  • costs of servicing equity (other than dividends), if any;

  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

  • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

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

35

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(u) Share-based payments

Equity-settled transactions:

The Group provides benefits to employees (including Senior Executives and Directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

There are currently three plans in place to provide these benefits:

  • (i) The Employee Share Option Plan, which provides benefits to Directors, Senior Executives and employees.

  • (ii) The Employee Share Plan, which provides the opportunity to the employees (including Directors) of the Group to purchase shares in the parent company at a discount.

(iii) Converting Preference Share Plan issued by a Group company, which provides benefits to senior employees of that company.

The cost of the equity-settled employee share option plan is measured by reference to the fair value at the date at which they are granted. The fair value is determined using a Binomial model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Treasury Group Ltd (market conditions), if applicable.

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

The cumulative expense recognised for equity-based transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

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

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

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

Converting Preference Shares (CPS) issued in conjunction with non recourse loans are accounted for in accordance with AASB 2 Share Based Payments and has been treated as the equivalent of a grant of options. As a result, the amounts receivable from employees in relation to these loans and the share capital issued under the scheme is not recognised. The CPS are non-voting securities that receive a fixed coupon. The CPS convert to non-voting B-Class shares in the subsidiary on 1 January 2009. Participants in that plan can deal with 50% of the shares on this date and may deal with the remaining 50% on or after 1 January 2011. The non-recourse loans have been issued for a term of 10 years. An increase in share capital is only recognised as the employees repay the loans.

(v) Segment reporting

A business segment is a distinguishable component of the entity that is engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is a distinguishable component of the entity that is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different than those of segments operating in other economic environments.

36

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(w) Comparatives

Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures.

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial instruments comprise of cash and short-term deposits. The main purpose of these financial instruments is to finance the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

Speculative trading in derivatives is not undertaken.

Details of significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument is disclosed in Note 2 to the financial statements.

Credit risk

The Group trades only with recognised, creditworthy third parties. Receivables are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.

With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents and available-for-sale financial assets, the Group’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.

The Group does not require collateral.

Liquidity risk

The Group’s objective is to maintain financial flexibility and only invests surplus funds in cash and short-term deposits.

4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

In applying the Group’s accounting policies management continually evaluates judgments, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgments, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgments, estimates and assumptions. Significant judgments, estimates and assumptions made by management in the preparation of these financial statements are outlined below:

(i) Significant accounting judgments

Recovery of deferred tax assets

Deferred tax assets are recognised for taxable losses and deductible temporary differences as management considers that it is probable that future taxable profits will be available to utilise those temporary differences.

Classification of and valuation of investments

The Group has decided to classify investments in unit trusts as ‘available-for-sale’ investments and movements in fair value are recognised directly in equity. The fair value of the investments has been determined by reference to the published unit price in an active market.

The Group has classified an investment in a convertible note as ‘at fair value through profit and loss’. The fair value has been determined based on an independent valuation report prepared by RSM Bird Cameron.

Impairment of non-financial assets other than goodwill

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. These include performance, technological, economic and political environments and future product expectations. If an impairment trigger exists the recoverable amount of the asset is determined. This involves value in use calculations, which incorporate a number of key estimates and assumptions.

37

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (Cont.)

(ii) Significant accounting estimates and assumptions

Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash generating units to which the goodwill is allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill are discussed in Note 17.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using either a Binomial model or a Black-Scholes model, with the assumptions detailed in Note 23. The accounting estimates and assumptions relating to equity-settled sharebased payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

Long service leave provision

The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at balance date. In determining the present value of the liability, attrition rates and pay increases through promotion and inflation have been taken into account.

38

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
5.
REVENUE AND EXPENSES
(a) Revenues from continuing operations
Fee income
Fund management fees
Fund performance fees
Service fees
- wholly-owned subsidiaries
- partly-owned subsidiaries
- associates
- other related entities
Total fee income
Dividends and distributions
- subsidiaries
- associates
Unit trust distribution
Total dividends and distributions
Interest
Related parties
- wholly-owned subsidiaries
- subsidiaries
- associates
- other
Other persons/corporations
Total interest
Total revenues
(b) Other income
Fair value gain on revaluation of convertible note
Net gain on disposal of available-for-sale investments
Other
Total other income
51,919,489
47,447,543
-
-
2,806,955
2,236,582
-
-
-
-
69,480
305,538
-
-
49,115
40,000
494,548
226,348
-
-
633,498
296,826
-
-
55,854,490
50,207,299
118,595
345,538
-
-
13,500,162
7,500,088
-
-
3,828,177
2,801,692
647,023
114,646
-
-
647,023
114,646
17,328,339
10,301,780
-
-
27,839
41,601
-
-
190,320
92,664
20,896
81,485
20,896
81,485
114,441
-
114,441
-
1,611,656
1,210,241
812,756
715,934
1,746,993
1,291,726
1,166,252
931,684
58,248,506
51,613,671
18,613,186
11,579,002
1,150,000
-
1,150,000
-
564,517
-
-
-
4,987
16,350
2,199
9,441
1,719,504
16,350
1,152,199
9,441

39

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements For the Year ended 30 June 2007

CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
5.
REVENUE AND EXPENSES (Cont.)
(c) Expenses from continuing operations
Salaries and employee benefits
Salaries and employee benefits
Share-based payment expense arising from equity-settled
share-based payment transactions
Depreciation and amortisation
Software
Furniture & fittings
Office equipment
Leasehold improvements
Total depreciation of non-current assets
Other expenses
Accounting & audit fees
Operating lease rental – minimum lease payments
Marketing & stationery expenses
Travel & accommodation costs
Communication costs
Payroll tax
Legal & compliance fees
Consulting fee
Insurance charges
Directors’ fees (non-executives)
IT servicing & consulting charges
Training expenses
Share registry expenses
ASX fees
Subscriptions
Loss on disposal of plant and equipment
Net loss on disposal of available-for-sale investment
Donations
Other expenses
Total other expenses
13,094,568
10,935,515
2,078,748
1,908,736
611,405
626,253
343,773
505,776
13,705,973
11,561,768
2,422,521
2,414,512
1,961
-
1,805
-
13,939
13,424
2,522
3,608
185,014
194,139
46,657
69,745
105,390
141,734
964
19,864
306,304
349,297
51,948
93,217
288,039
352,605
93,885
98,900
509,916
355,036
90,466
67,625
1,255,958
1,118,557
46,613
41,323
1,029,378
802,414
134,044
94,908
243,070
192,542
43,083
28,242
705,625
599,184
129,322
128,447
325,760
301,960
10,178
17,753
483,448
227,999
207,484
72,562
352,289
325,009
55,790
65,217
423,747
315,270
366,396
255,617
230,289
163,142
30,691
29,055
84,682
69,218
13,129
18,991
53,302
50,772
53,302
50,771
49,064
41,628
48,651
41,627
388,949
398,003
26,431
13,666
6,338
41,369
3,042
-
-
61,495
-
61,495
33,862
22,193
11,000
-
178,569
168,113
81,085
94,157
6,642,285
5,606,509
1,444,592
1,180,356
6,948,589
5,955,806
1,496,540
1,273,573

Total other expenses

40

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

Note CONSOLIDATED
2007
2006
$
$
5.
REVENUE AND EXPENSES (Cont.)
(d)Revenues from discontinued operations
Fee income
Fund management fees
Performance fees
Management fees
Total fee income
Interest
Other persons/corporations
Total interest
Other income
Realised gain on disposal of investment
Other income
Total other income
Total income
6
(e) Expenses from discontinued operations
Salaries and employee benefit expenses
Fund management and administration fees
Depreciation of non-current assets
- Furniture & fittings
- Office equipment
- Leasehold improvements
Total depreciation of non-current assets
Other expenses
Accounting & audit fees
Operating lease rental – minimum lease payments
Marketing & stationery expenses
Travel & accommodation costs
Communication costs
Payroll tax
Legal & compliance fees
Insurance charges
Subscriptions
Other expenses
Total other expenses
Total expenses
6
-
314,432
-
1,318,093
-
1,632,525
-
62,133
-
62,133
-
155,000
-
7,495
-
162,495
-
1,857,153
-
655,577
-
82,346
-
629
-
6,434
-
3,212
-
10,275
-
20,289
-
40,274
-
11,688
-
8,821
-
13,880
-
49,975
-
41,023
-
42,695
-
13,147
-
59,599
-
301,391
-
1,049,589

41

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

6. DISCONTINUED OPERATIONS

The Board of Directors entered into a sale agreement to dispose of the Company’s 50 percent interest in Armytage private Limited (Armytage), a company that predominantly focused on funds management for private clients. The disposal was completed on 11 July 2006, on which date control of the business passed to the acquirer.

As at 30 June 2006, Treasury Group Ltd carried the investment in Armytage at a cost of $299,591 as disclosed in Note 28.

The results of the discontinued operations for the year are presented below:

Notes
Revenue
5 (d)
Expenses
5 (e)
Profit before tax from discontinued operations
Income tax expense
Profit from discontinued operations
The major classes of assets and liabilities attributable to Armytage private Limited
at 30 June 2006 are as follows:
Assets
Cash and cash equivalents
Receivables and other receivables
Deferred tax asset
Available for sale investments
Plant and Equipment
Goodwill
Assets classified as held for sale
Liabilities
Trade creditors and payables
Tax liabilities
Liabilities directly associated with assets
classified for sale
Net assets attributable to discontinued
operations
The net cash flows of Armytage private
Limited are as follows:
Operating activities
Investing activities
Financing activities
Net cash inflow
CONSOLIDATED
2007
2006
$
$ -
1,857,153
-
(1,049,589)
-
807,564
-
(272,776)
-
534,788
-
1,026,203
-
656,881
-
20,957
-
282,573
-
27,834
137,971
-
2,152,419
-
488,676
-
73,185
-
561,861
-
1,590,558
-
1,032,271
-
(257,749)
-
(500,000)
-
274,522

42

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

Notes CONSOLIDATED
11 JULY 2006
$
6. DISCONTINUED OPERATIONS (Cont.)
Details of the disposal of Armytage are as follows:
The major classes of assets and liabilities attributable to Armytage are as follows:
Assets
Cash and cash equivalents
Trade and other receivables
Deferred tax asset
Available for sale investments
Plant and Equipment
Goodwill
Assets classified as held for sale
Liabilities
Trade and other payables
Tax liabilities
Liabilities directly associated with assets classified for sale
Net assets attributable to discontinued operations
Consideration received or receivable
Cash and short term deposits
Present value of deferred sales proceeds
Total disposal consideration
Net assets disposed
Less: Minority interest in net assets
Divestment costs associated with disposal
Gain on disposal before income tax
Income tax expense
Gain on disposal after income tax
The proceeds on the sale exceeded the book value of the related net assets and
accordingly no impairment losses were recognised on the reclassification of these
operations as held for sale
Net cash inflow on disposal
Cash and cash equivalents balance disposed of
9 (a)
Reflected in the cash flow statement
Earnings per share (cents per share):
- Basic from discontinued operations
- Diluted from discontinued operations
1,026,203
656,881
20,957
282,573
27,834
137,971
2,152,419
488,676
73,185
561,861
1,590,558
1,000,000
1,775,047
2,775,047
(1,590,558)
760,456
(35,452)
1,909,493
(659,075)
1,250,418
1,000,000
(1,026,203)
(26,203)
30 JUNE 2007
30 JUNE 2006
5.61
1.22
5.52
1.18

43

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

TREASURY
GROUP LIMITED
11 JULY 2006
$
6. DISCONTINUED OPERATIONS (Cont.)
Proceeds
Investment disposed
Divestment costs associated with disposal
Gain on disposal before income tax
Income tax expense
Gain on disposal after income tax
7. INCOME TAX
(a) Income tax expense
The major components of income tax expense are:
Income Statement
Current income tax
Current income tax (charge) / benefit
Adjustments in respect of current income tax charge
of previous years
Deferred income tax
Relating to origination and reversal of temporary
differences
Income tax expenses reported in the Income
Statement
(b) Amounts charged directly to equity
Deferred income tax related to income charged or
credited directly to equity
Unrealised gain on available-for-sale investments
Income tax expense reported in equity
CONSOLIDATED
2007
2006
$
$
2,775,045
(299,591)
(35,452)
2,440,002
(659,075)
1,780,927
TREASURY GROUP LIMITED
2007
2006
$
$
(9,775,759)
(9,195,266)
(107,261)
(18,144)
(1,626,771)
(26,126)
(81,935)
458,819
43,687
9,072
(309,435)
78,444
(11,509,791)
(9,239,536)
(347,683)
546,335
169,355
361,290
-
-
169,355
361,290
-
-

44

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
7. INCOME TAX (Cont.)
(c) Numerical reconciliation between aggregate tax
expense recognised in the income statement and
tax expense calculated per the statutory income
tax rate
A reconciliation between tax expense and the product
of accounting profit before income tax multiplied by
the Group’s applicable income tax rate is as follows:
Accounting profit before tax from continuing
operations
Accounting profit before tax from discontinued
operations
Accounting profit before income tax:
At the Group’s statutory income tax rate of 30%
(2006: 30%)
Share of net profit of associates
Share-based payments
Tax offset for franked distribution
Recoupment of losses not previously recognised
Expenditure not allowable for income tax purposes
Other
Aggregate income tax expense
Aggregate income tax expense is attributable to:
Continuing operations
Discontinued operations
(d) Recognised deferred tax assets and liabilities
Deferred income tax at 30 June relates to the following:
Consolidated
Deferred tax assets
Tax losses
Provisions
Other
Deferred tax liabilities
Revaluations of available-for-sale investments to fair
value
Revaluation of convertible notes to fair value
Application of AASB 132 and 139
40,006,312
34,855,986
18,286,325
7,900,358
1,909,493
807,564
-
-
41,915,805
35,663,550
18,286,325
7,900,358
12,574,741
10,699,065
5,485,898
2,370,107
(1,393,754)
(1,252,429)
-
-
161,454
151,733
103,132
151,733
(39,554)
-
(5,198,502)
(3,090,534)
(72,926)
(116,492)
(72,926)
-
24,325
8,244
4,881
4,216
255,505
22,191
25,200
18,143
11,509,791
9,512,312
347,683
(546,335)
10,850,716
9,239,536
(311,392)
(546,335)
659,075
272,776
659,075
-
11,509,791
9,512,312
347,683
(546,335)
Balance Sheet
Income Statement
587,951
1,232,593
-
-
1,499,481
645,214
(821,791)
(48,505)
240,021
170,431
(459,980)
22,379
2,327,453
2,048,238
(540,036)
-
-
-
(345,000)
-
(345,000)
-
-
(361,290)
-
-
(885,036)
(361,290)
(1,626,771)
(26,126)

45

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

BALANCE SHEET
INCOME STATEMENT
2007
2006
2007
2006
$
$ $
$
7.
(d)
(e)
INCOME TAX (Cont.)
Recognised deferred tax assets and liabilities (Cont.)
Parent
Deferred tax assets
Tax losses
Provisions
Other
Deferred tax liabilities
Revaluation of convertible notes to fair value
Tax losses
Unused tax losses for which no deferred tax asset has been
recognised
Potential tax benefit at 30%
All unused tax losses were incurred by Australian entities.
362,951
721,195
23,568
12,762
10,806
59,421
13,730
42,322
24,759
19,023
400,249
776,279
(345,000)
-
(345,000)
-
(345,000)
-
(309,435)
78,444
-
388,307
-
-
-
116,492
-
-

The Group has tax losses arising in Australia of $1,959,837 (2006: $2,176,122) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose.

(f) Unrecognised temporary differences

At 30 June 2007, the Group has unrecognised deferred income tax liability of $999,019 (2006: $1,944,728) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries or associates should the companies remit all of their retained earnings at that date.

(g) Tax consolidation

Effective 1 July 2003, for the purposes of income taxation, Treasury Group Limited and its 100% owned controlled entities have formed a tax consolidated group. Treasury Group Limited is the head entity of the tax consolidated group. Members of the tax consolidated group have entered into a tax sharing arrangement in order to allocate income tax expense to the wholly-owned controlled entities on a pro-rata basis. Under a tax funding agreement, each member of the tax consolidated group is responsible for funding their share of any tax liability. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote.

Tax effect accounting by members of the tax consolidated group

Members of the tax consolidated group allocate current taxes to members of the tax consolidated group in accordance with their accounting profit for the period, while deferred taxes are allocated to members of the tax consolidated group in accordance with the principles of AASB 112 Income Taxes. Allocations are made at the end of each half year.

The allocation of taxes is recognised as an increase / decrease in the subsidiaries’ inter-company accounts with the tax consolidated group head company, Treasury Group Limited. The Group has applied the group allocation approach in determining the appropriate amount of current taxes to allocate to members of the tax consolidated group.

46

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

7. INCOME TAX (Cont.)

In preparing the accounts for Treasury Group Limited for the current year, the following amounts have been recognised as tax-consolidation contribution adjustments:

Total decrease to tax expense of Treasury Group Limited

Total increase to inter-company assets of Treasury Group Limited

TREASURY GROUP LIMITED
2007 2006
$ $
(380,760) (546,335)
380,760 546,335

8. DIVIDENDS PAID AND PROPOSED

  • (a) Dividends proposed and not recognised as a liability * Final fully franked dividend 35 cents per share (2006: 32 cents per share)
7,903,907 7,077,309
5,645,648 3,973,546
7,077,309 5,956,810
12,722,957 9,930,356

(b) Dividends paid during the year Current year interim

Fully franked dividend (25 cents per share) (2006: 18 cents per share) Previous year final

7,903,907
7,077,309
7,903,907
7,077,309
5,645,648
3,973,546
Fully franked dividend (32 cents per share) (2006: 27 cents per share)
Total paid during the year (57 cents per share) (2006: 45 cents per share)
Calculation based on the ordinary shares on issue as at 30 June 2007
(c) Franking credit balance*
The amount of franking credits available for the subsequent financial year are:
- franking account balance as at the end of the financial year at 30% (2006: 30%)
- franking credits that will arise from the receipt of dividends recognised as receivables
at the reporting date
The amounts of franking credits available for future reporting periods:
- impact on the franking account of dividends proposed or declared before the
financial report was authorised for issue but not recognised as a distribution to equity
holders during the year
Franking credits carried forward after payment of final dividend
The tax rate at which paid dividends have been franked is 30% (2006: 30%).
7,077,309
5,956,810
12,722,957
9,930,356
5,722,007
5,045,069
(3,387,389)
(3,033,132)
2,334,618
2,011,937

Dividends proposed will be franked at the rate of 30% (2006: 30%).

47

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
9.
CASH AND CASH EQUIVALENTS
(a) Reconciliation of cash and cash equivalents
Cash balance comprises:
– cash at bank and in hand
– commercial bills
Closing cash balance for Balance Sheet
Cash at bank and in hand attributable to discontinued
operations
6 (a)
Closing cash balance for Cash Flow Statement
(b) Reconciliation
Net profit
Adjustments for
Depreciation and amortisation of non-current assets
Amortisation of lease incentive
Amortisation of deferred interest
Net loss on disposal of plant and equipment
Share of associates’ net profits
Dividend received from associates
Non-cash distribution on investment
Gain on investments
Write off of plant and equipment
Foreign exchange loss
Non-cash interest from related companies
Share-based payments
Gain on disposal of subsidiary
Fair value gain on convertible note
Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in dividends receivable
(Increase)/decrease in deferred tax assets
(Increase)/decrease in prepayments and other current assets
(Decrease)/increase in trade creditors
(Decrease)/increase in other creditors and accruals
(Decrease)/increase in tax provision
(Decrease)/increase in deferred tax liability
(Decrease)/increase in employee benefits
(Decrease)/increase in long service leave
Net cash flow from operating activities
6,189,634
2,482,009
1,079,338
1,022,619
18,432,384
16,955,179
9,957,028
8,265,247
24,622,018
19,437,188
11,036,366
9,287,866
-
1,026,203
-
-
24,622,018
20,463,391
11,036,366
9,287,866
30,406,014
26,151,238
17,938,643
8,446,693
306,304
359,572
51,948
93,217
-
16,490
-
16,490
(146,626)
-
(146,625)
-
6,338
61,495
3,042
61,494
(4,645,846)
(4,174,762)
-
-
3,828,177
2,801,693
-
-
(647,023)
(116,392)
-
-
(564,517)
-
-
-
-
43,413
-
2,755
27,992
-
5,021
-
(117,528)
(19,193)
(209,163)
(94,672)
611,405
626,253
343,773
505,776
(1,909,493)
-
(2,440,002)
-
(1,150,000)
-
(1,150,000)
-
(3,564,744)
(1,151,947)
(364,050)
633,081
1,681,275
721,116
(1,818,767)
3,539,972
(279,215)
(1,639,451)
376,030
(459,833)
(1,706)
(358,586)
118,032
18,928
1,326,620
(51,490)
42,682
(45,765)
1,172,102
723,046
-
65,424
385,143
(738,513)
-
-
345,000
-
345,000
-
33,060
234,703
37,133
18,430
214,400
-
-
-
27,317,132
23,488,685
13,132,697
12,801,990

(c) Financing facilities available

At reporting date, Treasury Group Limited did not have any financing facilities available.

48

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

Notes CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
10. TRADE AND OTHER RECEIVABLES
Current
Trade receivables
(i)
Sundry receivables
(ii)
Receivable from disposal of subsidiary
(iii)
Other receivables
(ii)
Related party receivables
(iv)
- Subsidiaries
- Dividend
- Other
- Associates
- Dividend
- Other
- Other related parties
Terms and conditions
11,980,183
9,498,923
-
-
338,983
235,444
21,448
20,237
1,000,000
-
1,000,000
-
43,327
19,914
-
-
-
-
3,500,042
-
-
-
459,326
639,746
-
1,681,275
-
1,681,275
753,367
625,675
274,629
252,951
3,325,952
2,498,014
31,900
-
17,441,812
14,559,245
5,287,345
2,594,209

(i) Trade receivables are non-interest bearing and generally on 30 day terms.

(ii) Sundry receivables and other receivables are non-interest bearing and have repayment terms between 30 and 90 days.

(iii) The instalment is non-interest bearing and has a payment date of 11 July 2007.

(iv) Details of the terms and conditions of related party receivables are set out in Note 28.

Non-current
Receivable from disposal of subsidiary
(i)
1,000,000
-
1,000,000
-
1,000,000
-
1,000,000
-

Terms and conditions

(i) The instalment is non-interest bearing and has a payment date of 11 July 2008.

11. AVAILABLE-FOR-SALE INVESTMENTS

Current

Current
Units in unlisted managed investment trust
- Investors Mutual Small Caps Fund
- Investors Mutual Value and Income Fund
- Global Value Investors Industrial Share Fund
- Sandhurst Professional Series
Non-current
Unlisted shares in other corporations
Security deposits
3,926,413
-
-
-
3,839,831
3,262,490
-
-
907,618
3,675,834
-
-
2,571,893
2,000,000
-
-
11,245,755
8,938,324
-
-
591,038
14,650
192,479
14,550
409,386
485,634
260,646
336,985
1,000,424
500,284
453,125
351,535

Units are readily saleable with no fixed terms. Had the investments been sold on 30 June 2007 a capital gains tax of $540,000 (2006: $361,290) would have arisen.

The fair value of the unlisted available for sale investments is based on the current unit price of the investments which is determined by the value of the underlying investments of the unit trust.

49

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

Notes CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
1,200,000
50,000
1,200,000
50,000

(a) The convertible notes convert at the option of Treasury Group Limited to 40% of the equity of RARE Infrastructure Ltd (RARE). An increment of $1,150,000 was recognised as a fair value gain. The fair value has been based on an independent valuers report from RSM Bird Cameron. The valuation was based on a percentage of FUM and assumed that a 60% chance of RARE becoming profitable, at which point the conversion right would be exercised.

13. LOANS AND OTHER RECEIVABLES (NON-
CURRENT)
Loans receivables due from:
Subsidiaries
13(a), (b), 28
Other related parties
13(a), (b), 28
-
-
2,812,505
1,750,227
2,693,135
-
2,693,135
-
2,693,135
-
5,505,640
1,750,227

(a) Other receivables are interest bearing at commercial rates with no fixed repayment dates.

(b) The majority of non-current loans to associates and a controlled entity are subordinated to Australian Securities and Investments Commission (ASIC).

50

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements For the Year ended 30 June 2007

Notes CONSOLIDATED
2007
2006
$
$
14. INVESTMENTS IN ASSOCIATES
Investment in associates
14 (a)
(a) Interests in associates
Name
Balance date
Orion Asset Management (Aust) Pty Ltd - ordinary shares
30 June
Confluence Asset Management Ltd – ordinary shares
30 June
8,686,531
7,868,862
Ownership interest held by
consolidated entity
2007
2006
%
%
41.9
41.9
35
35

(i) Principal activity

(a) Orion Asset Management (Aust) Pty Ltd is the parent company of Orion Asset Management Ltd, a wholesale fund management company in Australia.

(b) Confluence Asset Management Ltd is a funds management company which specialises in investing in companies with a small business capitalisation in Australia.

(ii) Share of associates’ balance sheets:
Current assets
Non-current assets
Current liabilities
Net assets
(iii) Share of associates’ profits
Share of associates’:
-
profits before income tax
-
income tax expense
-
profit after income tax
(iv) Carrying amount of investment in associates
Balance at the beginning of the year
-
new investment during financial year
-
share of associates’ net profits for the financial year
-
dividends received from associates
Balance at the end of the year
CONSOLIDATED
2007
2006
$
$ 6,518,699
8,011,737
67,745
53,437
(3,263,928)
(5,581,160)
3,322,516
2,484,014
6,572,784
5,971,301
(1,926,938)
(1,796,539)
4,645,846
4,174,762
7,868,862
2,295,792
-
4,200,000
4,645,846
4,174,762
(3,828,177)
(2,801,692)
8,686,531
7,868,862

There were no impairment losses relating to the investment in associates and no capital commitments or other commitments relating to the associate. The investments in associates are carried at cost on the Balance Sheet of Treasury Group Limited, as disclosed in Note 18.

51

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

Notes CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
15. PLANT AND EQUIPMENT
Furniture & fittings
At cost
Accumulated depreciation
15(a)
Office equipment
At cost
Accumulated depreciation
15(a)
Leasehold improvements
At cost
Accumulated depreciation
15(a)
Total written down amount
(a) Reconciliations
Reconciliations of the carrying amounts of plant and
equipment at the beginning and end of the current financial
year.
Furniture & fittings
Carrying amount at beginning
Relating to discontinued operations
Carrying amount relating to continuing operations
Additions
Disposals
Depreciation expense
Office equipment
Carrying amount at beginning
Relating to discontinued operations
Carrying amount relating to continuing operations
Additions
Disposals
Depreciation expense
Leasehold improvements
Carrying amount at beginning
Relating to discontinued operations
Carrying amount relating to continuing operations
Additions
Disposals
Depreciation expense
162,743
183,506
38,026
44,070
(46,529)
(39,354)
(14,094)
(14,951)
116,214
144,152
23,932
29,119
929,058
898,463
247,241
265,725
(676,489)
(524,214)
(175,442)
(152,585)
252,569
374,249
71,799
113,140
434,652
551,087
4,819
121,254
(271,391)
(210,540)
(964)
(44,497)
163,261
340,547
3,855
76,757
532,044
858,948
99,586
219,016
144,152
101,552
29,119
34,168
-
(5,590)
-
-
144,152
95,962
29,119
34,168
5,742
63,509
5,742
-
(19,741)
(1,895)
(8,406)
(1,441)
(13,939)
(13,424)
(2,523)
(3,608)
116,214
144,152
23,932
29,119
374,249
355,365
113,140
165,905
-
(11,563)
-
-
374,249
343,802
113,140
165,905
74,927
230,274
14,806
18,295
(11,593)
(5,688)
(9,310)
(1,315)
(185,014)
(194,139)
(46,657)
(69,745)
252,569
374,249
71,799
113,140
340,547
501,407
76,757
93,580
-
(15,251)
-
-
340,547
486,156
76,757
93,580
4,819
70,428
4,819
41,545
(76,715)
(74,303)
(76,757)
(38,504)
(105,390)
(141,734)
(964)
(19,864)
163,261
340,547
3,855
76,757

52

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
16. INTANGIBLES
Software
At cost
Accumulated amortisation
16(a)
(a) Reconciliations
Reconciliations of the carrying amounts of intangibles at the
beginning and end of the current financial year.
Software
Carrying amount at beginning
Additions
Amortisation expense
17. GOODWILL AND IMPAIRMENT TESTING
Carrying amount at the beginning of the financial year
Additions
Reclassified as held-for-sale
Carrying amount at the end of the financial year
6,683
-
6,018
-
(1,961)
-
(1,805)
-
4,722
-
4,213
-
-
-
-
-
6,683
-
6,018
-
(1,961)
-
(1,805)
-
4,722
-
4,213
-
2,271,268
1,646,139
-
763,100
-
(137,971)
2,271,268
2,271,268

After initial recognition, goodwill acquired in a business combination is measured at cost less any accumulated impairment losses. Goodwill is not amortised but is subject to impairment testing on an annual basis or whenever there is an indicator of impairment.

Goodwill acquired through business combinations have been allocated to the individual cash generating units, which are the individual subsidiaries, for impairment testing as follows:

  • Investors Mutual Ltd; and

  • Treasury Asia Asset Management Ltd.

Key assumptions used in value in use calculations:

Discount rates – 8.5% before tax;

Growth rate estimates – Based on current year budgets, after which a growth rate of 5% has been assumed.

Sensitive to changes in assumptions

Management believes that no reasonably possible changes in any of the above key assumptions would cause the carrying value of the cashgenerating units to materially exceed their recoverable amounts.

53

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

Notes CONSOLIDATED CONSOLIDATED TREASURY GROUP LIMITED TREASURY GROUP LIMITED
2007 2006 2007 2006
$ $ $ $
17. GOODWILL AND IMPAIRMENT TESTING (Cont.)
Carrying amount of goodwill allocated to each of the cash generating units
Investors Mutual Ltd 1,508,168 1,508,168 - -
Treasury Asia Asset Management Ltd 763,100 763,100 - -
2,271,268 2,271,268 - -
18. OTHER FINANCIAL ASSETS (NON-CURRENT)
Investment in controlled entities – unlisted 28 - - 9,633,877 9,633,877
Investment in associates – unlisted 14 - - 5,788,936 5,788,936
- - 15,422,813 15,422,813
Units are readily saleable with no fixed terms. There would be no material capital gains tax payable if these assets were sold at the reporting date.
19. TRADE AND OTHER PAYABLES (CURRENT)
Trade payables (a) 2,043,782 717,162 37,005 10,429
Employee entitlements 490,079 457,019 79,673 42,540
Other payables (a) 10,394,475 6,590,632 666,195 579,332
Related party payables:
- subsidiaries (b) - - - 8,907
- associates (b) 1,304,968 325,535 - -
14,233,304 8,090,348 782,873 641,208

Terms and conditions

Terms and conditions relating to the above financial instruments:

(a) Trade payables and other payables are non-interest bearing and are normally settled on 30 day terms.

(b) Details of the terms and conditions of related party payables are set out in Note 28.

20. PROVISIONS (NON - CURRENT)

Provision for long service leave

214,400 - - -
214,400 - - -

54

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

CONSOLIDATED TREASURY GROUP LIMITED
2007 2006 2007 2006
$ $ $ $

21. CONTRIBUTED EQUITY AND RESERVES

(a) Ordinary shares
Issued and fully paid 26,805,890 23,404,024 26,805,890 23,404,024

Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value shares. Accordingly the Company does not have authorised capital nor par value in respect of its issued shares.

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

(b) Movements in ordinary shares on issue
Balance at beginning of the financial year
Issued during the year
-
exercise of options
Balance at end of the financial year
TREASURY GROUP LIMITED
2007
2006
Number of shares
$
Number of shares
$
22,075,258
23,404,024
21,699,925
22,012,557
507,333
3,401,866
375,333
1,391,467
22,582,591
26,805,890
22,075,258
23,404,024

(c) Share Options

Options over ordinary shares:

During the financial year 150,000 options were issued over ordinary shares (2006: 930,000). The options had a weighted average exercise price of $16.00 (2006: $16.14).

At the end of the year there were 2,129,001 (2006: 2,426,334) unissued ordinary shares in respect of which 2,129,001 options (2006: 2,385,001) were outstanding (41,333 options were exercised on 30 June 2006, in respect of which shares were issued after 30 June 2006).

(d) Retained profits
Balance at the beginning of the year
Net profit for the year
Dividends
Balance at end of year
CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
13,405,893
8,936,912
5,288,421
6,772,084
18,003,774
14,399,337
17,938,643
8,446,693
(12,722,957)
(9,930,356)
(12,722,957)
(9,930,356)
18,686,710
13,405,893
10,504,107
5,288,421

55

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
21. CONTRIBUTED EQUITY AND RESERVES (Cont.)
(e) Reserves
Net unrealised gains reserve
Balance at the beginning of year
Application of AASB 132 and AASB 139
Net unrealised gains on available-for-sale investments
Tax effect of gains on available-for-sale investments
Balance at end of year
Options reserve
Balance at the beginning of year
Share-based payments
Investment
Share-based payments recharged to related parties
Balance at end of year
Total reserves
863,996
-
-
-
-
305,241
-
-
574,829
929,787
-
-
(178,746)
(371,032)
-
-
1,260,079
863,996
-
-
1,548,374
159,021
1,548,374
159,021
611,405
626,253
343,773
505,776
63,135
763,100
63,135
763,100
-
-
73,226
120,477
2,222,914
1,548,374
2,028,508
1,548,374
3,482,993
2,412,370
2,028,508
1,548,374

Nature and purpose of reserves

Net unrealised gains reserve

The reserve records after tax fair value changes on available-for-sale investments.

Options reserve

This reserve is used to record the value of equity benefits provided to employees and Directors as part of their remuneration as well as recording the value of the Company’s investments in related companies. Refer to Note 23 for further details of these plans.

(f) Minority Interests
Interest in retained earnings
CONSOLIDATED
2007
2006
$
$ 5,478,007
7,549,023
5,478,007
7,549,023

56

T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

22. COMMITMENTS AND CONTINGENCIES

Operating lease commitments

The Group has entered into commercial property leases to meet its office accommodation requirements. These non-cancellable leases have remaining terms of between 1 and 5 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions.

Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows:

Notes
Future minimum rentals:
Minimum lease payments
22(a)
- not later than one year
- later than one year and not later than five years
Aggregate lease expenditure contracted for at reporting
date
Aggregate expenditure commitments comprise:
Amounts provided for:
- lease incentive liability
- current
22(b)
- non-current
22(b)
Amounts not provided for:
- rental commitments
Total not provided for
Aggregate lease expenditure contracted for at reporting
date
CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
524,706
652,454
153,987
337,327
1,168,579
1,748,487
543,875
1,327,123
1,693,285
2,400,941
697,862
1,664,450
-
16,490
-
16,490
-
44,582
-
44,582
-
61,072
-
61,072
1,693,285
2,339,869
697,862
1,603,378
1,693,285
2,339,869
697,862
1,603,378
1,693,285
2,400,941
697,862
1,664,450

Note:

(a) Properties under non-cancellable operating leases have been sub-let to controlled entities and an associate. The total of future minimum lease payments expected to be received from controlled entities and associates at the reporting date are $0 (2006: $48,035) and $149,454 (2006: $149,454) respectively.

(b) These commitments reflect the non-cash incentive received by the consolidated entity for entering into a non-cancellable operating lease for premises occupied by Treasury Group Limited, entered into in March 2004. The lease term was six years and the incentive liability was reduced on an imputed interest basis at the rate implicit in the lease. Treasury Group Limited re-assigned the lease and vacated the premises during the year.

The consolidated entity’s share of the associates’ lease commitment at the reporting date is $0 (2006: $99,949).

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Notes to the Financial Statements For the Year ended 30 June 2007

23. EMPLOYEE BENEFITS AND SUPERANNUATION COMMITMENTS

Officer and Executive Option Plan

An Officer and Executive Option Plan has been established where Treasury Group Limited may, at the discretion of the Board of Directors, grant options over the ordinary shares of Treasury Group Limited to Directors, executives and certain members of staff of the consolidated entity. The options are granted in accordance with performance guidelines established by the Board of Directors of Treasury Group Limited, although the Board of Treasury Group Limited retains the final discretion on the issue of the options. Options are granted under the plan for no consideration and carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The options are not quoted on the ASX. There are no cash settlement alternatives. Employees have to be employed by the consolidated group during the vesting period, otherwise the options are forfeited.

The expense recognised in the Income Statement in relation to this share-based payments plan is $416,999 for the Consolidated Entities (2006: $626,253) and $343,773 (2006: $505,776) for the Parent.

No additional options were issued during the financial year. The weighted average fair value of options granted during the prior year was $1.76.

The following table illustrates the number and weighted average exercise prices of and movements in share options outstanding during the year:

Outstanding at beginning of year
-
forfeited during the year
-
granted during the year
-
exercised during the year
- reduction on termination *
Outstanding at the end of the year
Exercisable at the end of the year
2007
2006
Number of
options
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
1,362,000
$13.01
1,076,666
$7.48
(55,000)
$10.00
-
-
-
-
730,000
$16.14
(400,000)
$7.50
(191,666)
$0.65
-
-
(253,000)
$10.33
907,000
$15.68
1,362,000
$13.01
2,000
$7.16
402,000
$7.50

*Some employees left the employment of the Group during 2006, but were entitled to retain their options.

The outstanding balance as at 30 June 2007 is represented by:

  • 2,000 options over ordinary shares with an exercise price of $7.16, exercisable until 1 March 2009;

  • 175,000 options over ordinary shares with an exercise price of $10.00, exercisable between 5 July 2007 and 5 August 2007;

  • 250,000 options over ordinary shares with an exercise price of $16.00, exercisable between 30 June 2008 and 1 January 2009;

  • 220,000 options over ordinary shares with an exercise price of $16.00, exercisable between 1 July 2008 and 31 December 2008;

  • 150,000 options over ordinary shares with an exercise price of $19.00, exercisable between 30 June 2010 and 1 January 2011; and

  • 110,000 options over ordinary shares with an exercise price of $19.00, exercisable between 1 July 2010 and 31 December 2010.

The fair value of options granted is estimated on the date of granting using a Binomial option-pricing model applying the following assumptions:

2007 2006
Historical volatility for the financial year N/A 28%
Risk free rate N/A 5.7%
Dividend yield N/A 4.0%
Expected life N/A 3-5 years
Other variables as contained in the notes to the financial report.

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumptions that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. No other features of options granted were incorporated the measurement of fair value.

Employee Share Plan

The Employee Share Plan has been established whereby Treasury Group Limited, at the discretion of the Board of Directors, provides the opportunity to employees and Directors to purchase shares in Treasury Group Limited at market value less a discount of 5% to 20%. These shares are purchased via a salary sacrifice arrangement. The shares are held in trust at the employee’s request for a period between 2 and 10 years. Employees have to be employed by the consolidated group while taking part in the plan. There are 62 employees eligible to participate in the plan. Shares acquired under the Employee Share Plan vest immediately. During the year 119,276 shares were purchased under the plan at a weighted average cost of $11.36.

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Notes to the Financial Statements

For the Year ended 30 June 2007

23. EMPLOYEE BENEFITS AND SUPERANNUATION COMMITMENTS (Cont.)

Converting Preference Share Plan

IML has introduced share based payment plans for certain of their staff. The board of IML has ultimate discretion over the granting of share based payments.

Converting Preference Shares (CPS) issued in conjunction with non recourse loans are accounted for in accordance with AASB 2 Share Based Payments. As a result, the amounts receivable from employees in relation to these loans and the share capital issued under the scheme is not recognised. The CPS are non-voting securities that receive a fixed coupon. The CPS convert to non-voting B-Class shares in the subsidiary on 1 January 2009. Participants in that plan can deal with 50% of the shares on this date and may deal with the remaining 50% on or after 1 January 2011. The non-recourse loans have been issued for a term of 10 years.

The plan has been valued using the Black-Scholes valuation method under the following assumptions:

Exercise price $41
After tax interest rate 5.11%
Expected life 4-5 years

The expense recognised in the Income Statement in relation to this share-based payments plan is $133,875 for the consolidated statements (2006: $0) and $0 (2006: $0) for the Parent.

Other Employee Share Based Payments

During the year Treasury Asia Asset Management Limited (TAAM), a subsidiary of Treasury Group Limited issued shares in TAAM to a number of key employees.

The shares vested immediately and were valued based on an independent valuer’s report obtained from RSM Bird Cameron at the time of issuing the shares.

The expense recognised in the Income Statement in relation to this share-based payments plan is $60,531 for the consolidated statements (2006: $0) and $0 (2006: $0) for the Parent.

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Notes to the Financial Statements For the Year ended 30 June 2007

24. SUBSEQUENT EVENTS

2007

  • On 13 July 2007 Treasury Group Limited issued 150,000 options to a key employee. The options vest on 1 July 2010 and have an exercise price of $20.

  • On 13 July 2007 Treasury Group Limited announced a proposal to issue the Managing Director, David Cooper, 500,000 options with a exercise price of $20. This will require the approval of shareholders at the Annual General Meeting.

  • On 16 July 2007 Treasury Group Limited provided a convertible loan, converting into 35% of Cannae Capital Partners Ltd’s ordinary share capital. Treasury Group Limited also has an option entitling it to purchase an additional 5% of the share capital at a multiple of NPAT after five years time. Cannae Capital Partners is a boutique asset manager specialising in Australian and New Zealand equites which was launched in July 2007.

  • On 27 July 2007 the Board of Directors of Confluence Asset Management Limited passed a resolution to close the company’s activities. The expected loss on the investment is $130,000.

  • On 28 August 2007 the Directors of Treasury Group Limited declared a final dividend on ordinary shares in respect of the 2007 financial year. The total amount of the dividend is $7,903,907, which represents a fully franked dividend of 35 cents per share.

The financial effect of each of the above events has not been recognised.

25. EARNINGS PER SHARE

EARNINGS PER SHARE
The following reflects the income and share data used in the calculations of basic and
diluted earnings per share:
Net profit attributable to ordinary equity holders of the parent from continuing operations
Profit attributable to ordinary equity holders of the parent from discontinued operations
Net profit attributable to ordinary equity holders
Weighted average number of ordinary shares used in calculating basic earnings per share:
Effect of dilutive securities:
Dilutive effect of potential ordinary shares – share options
Adjusted weighted average number of ordinary shares used in calculating diluted earnings
per share
Shares issued between reporting date and date of issue of the financial report
To calculate earnings per share amounts for the discontinued operations, the weighed
average number of ordinary shares for both basic and diluted amounts is as per the table
above. The following table provides the profit figure used as the numerator:
Net profit attributable to ordinary equity holders of the parent from discontinued
operations:
- for basic earnings per share
- for diluted earnings per share
CONSOLIDATED
2007
2006
$
$
16,753,356
14,131,943
1,250,418
267,394
18,003,774
14,399,337
Number of shares
22,285,024
22,021,995
377,664
596,564
22,662,688
22,618,559
190,000
-
1,250,418
267,394
1,250,418
267,394

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Notes to the Financial Statements

For the Year ended 30 June 2007

26. KEY MANAGEMENT PERSONNEL DISCLOSURES

26. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Details of Key Management Personnel
(i) Directors
M. Fitzpatrick Chairman (non-executive)
D. Cooper Managing Director
R. Green Director (non-executive)
P. Kennedy Director (non-executive)
D. Sharp Director (non-executive), resigned 16 May 2007
R. Hayes Director (non-executive), appointed 22 February 2007
(ii) Executives
J. Ferragina Chief Financial Officer
E. Jurgeleit Group Manager – Risk and New Business
C. Feldmanis Managing Director – Treasury Group Investment Services Ltd
R. Sullivan Head of Distribution
A. Tagliaferro Investment Director – Investment Mutual Ltd
There were no changes to key management personnel between reporting date and the date the financial report was authorised for issue.

(b) Compensation of Key Management Personnel

AASB 124 Related Party Disclosures defines Key Management Personnel as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (executive or otherwise) of that entity. In accordance with the definition, the Company believes that Key Management Personnel include all Directors and those Executives that report directly to the Managing Director.

Remuneration philosophy

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

To this end, the Company embodies the following principles in its remuneration framework:

  • Provide competitive rewards to attract high calibre executives;

  • Link executive rewards to shareholder value;

  • Significant portion of executive remuneration ‘at risk’, dependent upon meeting pre-determined performance benchmarks.

Remuneration committee

The Remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Directors, the Managing Director and the executive team. The Remuneration Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and Executive team.

Remuneration structure

In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive remuneration is separate and distinct.

Non-executive director remuneration

Objective

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

Structure

In accordance with the ASX Listing Rules the aggregate remuneration of Non-Executive Directors is determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the Directors as agreed. The latest determination was at the Annual General Meeting held on 15 November 2006 when shareholders approved an aggregate remuneration of $650,000 per year. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually. Non-Executive Directors do not receive performance based bonuses from Treasury Group Limited.

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Notes to the Financial Statements

For the Year ended 30 June 2007

26. KEY MANAGEMENT PERSONNEL DISCLOSURES (Cont.)

Executive remuneration

Objective

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

  • Reward Executives of the Company, business unit and individual performance targets set by reference to appropriate benchmarks;

  • Align the interests of Executives with those of shareholders;

  • Link reward with the strategic goals and performance of the Company; and

  • Ensure total remuneration is competitive by market standards.

Structure

Remuneration consists of the following key elements:

  • Fixed remuneration

  • Variable remuneration

  • Short Term Incentive (‘STI’); and

  • Long Term Incentive (‘LTI’)

The proportion of fixed remuneration and variable remuneration is established by the Remuneration Committee.

Fixed remuneration

Objective

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

Fixed remuneration is reviewed annually by the Remuneration Committee and the process consists of a review of performance, relevant comparative remuneration in the market and advice on policies and practices.

Variable remuneration – Short Term Incentive (STI)

Objective

The objective of the STI plan is to link the achievement of the Company’s operational targets with the remuneration received by the Executives charged with meeting those targets. The total potential STI available is set at a level so as to provide sufficient incentive to the Executive to achieve the operational targets and such that the cost to the Company is reasonable in the circumstances.

Structure

Actual STI payments granted to each Executive depend on the achievement of annual corporate profitability measures, the most important being profit before bonus and tax, as well as the achievement of individual key performance indicators and other performance criteria.

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

Variable remuneration – Long Term Incentive (LTI)

Objective

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

Structure

LTI grants are delivered in the form of options.

Details of the nature and amount of each element of the emolument of each director of the Company and each of the Key Management Personnel of the Company and the consolidated entity receiving the highest emolument for the financial year are as follows:

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

26. KEY MANAGEMENT PERSONNEL DISCLOSURES (Cont.)

Short term
Salary &
fees
Cash
bonus
$ $
Post
employment
Superan-
nuation
$
Share based payments
Other
Total
Shares
Options
Termination
benefits
$ $ $ $
Performance
related
Performance
related
Directors
M. Fitzpatrick
2007
97,248
-
8,752 106,000 -
2006
60,206
-
4,903 -
-
-
65,109
-
D. Cooper
2007
389,908
212,500
35,092 193,945
831,445
26%
2006
344,037
200,000
30,963 -
121,180
-
696,180
29%
L. IaFrate (resigned 2 June 2006)

2006
114,472
60,000
24,339 88,000^
-
-
286,811
14%
R. Green
2007
60,550
5,450 -
-
-
66,000
-
2006
144,160
-
8,340 -
-
-
152,500
-
P. Kennedy
2007
83,500
-
- -
-
-
83,500
-
2006
65,000
-
- -
-
-
65,000
-
D. Sharp (resigned 16 May 2007)
2007
139,518
-
- -
-
-
139,518
-
2006
94,731
62,504*
- -
-
-
157,235
-
R. Hayes (appointed 22 February 2007)
2007
22,361
-
Executives
J. Ferragina (appointed 4 October 2005)
2007
217,314
80,500
2,013
12,686
-
-
-
24,374
-
93,611
404,111
-
20%
2006
154,563
66,000
9,027 -
74,733
-
304,323
22%
E. Jurgeleit
2007
203,327
64,804
12,686 -
56,167
-
336,984
19%
2006
193,063
63,642
12,139 -
44,780
-
313,624
20%
C. Feldmanis (appointed 17 October 2005)
2007
227,314
84,000
12,686 -
56,167
-
380,167
22%
2006
132,466
60,000
8,560 -
44,780
-
245,806
24%
R. Sullivan (appointed 1 May 2006)
2007
162,314
99,115
12,686 -
-
-
274,115
36%
2006
27,143
-
2,023 -
-
-
29,166
-
A. Tagliaferro
2007
165,115
-
42,385 -
-
-
207,500
-
2006
204,750
-
16,900 -
-
-
221,650
-
R. Kipp (resigned 1 October 2005)

2006
59,465
-
5,352 -
34,349
331,981
431,147
-
Total remuneration: Key Management Personnel
2007
1,768,470
540,919
144,435 -
399,890
-
2,853,714
19%
2006
1,594,056
512,146
122,546 88,000
319,822
331,981
2,968,551
17%

^ This bonus was not paid in shares of Treasury Group Limited

  • Relates to 2004/05
Compensation by category: Key Management Personnel
Short-term
Post employment
Share-based payments
Termination benefits
Total remuneration
CONSOLIDATED
PARENT
2007
2006
2007
2006
$
$ $
$
2,309,389
2,106,202
1,756,785
1,708,986
144,435
122,546
89,364
97,086
399,890
407,822
343,723
363,042
-
331,981
-
331,981
2,853,714
2,968,551
2,189,872
2,501,095

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements For the Year ended 30 June 2007

26. KEY MANAGEMENT PERSONNEL DISCLOSURES (Cont.)

(c) Remuneration options: Granted and vested during the year

2007

No options were granted as equity compensation to Key Management Personnel or Directors during the year.

2006 Terms and Conditions for Each Grant
Vested
number
Granted
number
Grant
date
Value per
option at
grant date
Exercise price
per option
First
exercise
date
Last
exercise date
Directors
D. Cooper
D. Cooper
Executives
J. Ferragina
J. Ferragina
E. Jurgeleit
E. Jurgeleit
C. Feldmanis
C. Feldmanis
Total
-
250,000
14/11/2005
$1.49
$16.00
30/06/2008
01/01/2009
-
150,000
14/11/2005
$1.61
$19.00
30/06/2010
01/01/2011
-
100,000
12/09/2005
$2.04
$16.00
01/07/2008
31/12/2008
-
50,000
12/09/2005
$2.01
$19.00
01/07/2010
31/12/2010
-
60,000
12/09/2005
$2.04
$16.00
01/07/2008
31/12/2008
-
30,000
12/09/2005
$2.01
$19.00
01/07/2010
31/12/2010
-
60,000
12/09/2005
$2.04
$16.00
01/07/2008
31/12/2008
-
30,000
12/09/2005
$2.01
$19.00
01/07/2010
31/12/2010
-
730,000*

During 2006 options were granted as equity compensation benefits to certain key management personnel as disclosed above. No options were issued to the non-executive members of the Board of Directors under this scheme. The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary share in the entity at various exercise prices.

  • The fair value of options granted is estimated on the day of grant using a Binomial option-pricing model with the following assumptions used; Historical volatility for the financial year of 28% (2006: 28%), Risk Free rate of 5.5%, a dividend consistent with the current policy of the Company and other variables as contained in the Notes to the financial report.

All options have a vesting condition of continuous service between grant date and first exercise date.

(d) Shares issued on exercise of remuneration options (Consolidated)

2007
Directors
D. Cooper
D. Cooper
Total
All shares were fully paid.
Shares issued
Number
Paid $
per share
200,000
$7.00
200,000
$8.00
400,000

2006

During the financial year ended 30 June 2006 the Company did not issue any shares to Key Management Personnel on exercise of remuneration options.

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Notes to the Financial Statements For the Year ended 30 June 2007

26. KEY MANAGEMENT PERSONNEL DISCLOSURES (Cont.)

(e) Option and Share Holdings of Key Management Personnel

Option holdings of Key Management Personnel

30 June 2007 Options
transferred on
resignation
Balance at
30 June 2007
Total vested and
exercisable at
30 June 2007
Balance at
1 July 2006
Granted as
remuneration
Options
exercised*
Directors
M. Fitzpatrick
D. Cooper
R. Green
P. Kennedy
D Sharp #
R. Hayes^
Executives
J. Ferragina
E. Jurgeleit
C. Feldmanis
R. Sullivan
A. Tagliaferro
Total
-
-
-
-
-
-
800,000
-
(400,000)
-
400,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
150,000
-
-
-
150,000
-
90,000
-
-
-
90,000
-
90,000
-
-
-
90,000
-
-
-
-
-
-
-
-
-
-
-
-
-
1,130,000
-
(400,000)
-
730,000
-
  • Options are exercisable once vested

Resigned during the year

^ Appointed during the year

30 June 2006 Options
transferred on
resignation
Balance at
30 June 2006
Total vested and
exercisable at
30 June 2006
Balance at
1 July 2005
Granted as
remuneration
Options
exercised*
Directors
D. Cooper
Executives
J. Ferragina
E. Jurgeleit
C. Feldmanis
R. Sullivan
A. Tagliaferro
R. Kipp
Total
400,000
400,000
-
-
800,000
-
-
150,000
-
-
150,000
-
-
90,000
-
-
90,000
-
-
90,000
-
-
90,000
-
-
-
-
-
-
-
-
-
-
-
-
-
215,000
-
-
(215,000)
-
-
615,000
730,000
-
(215,000)
1,130,000
-

*Options are exercisable once vested.

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Notes to the Financial Statements For the Year ended 30 June 2007

26. KEY MANAGEMENT PERSONNEL DISCLOSURES (Cont.)

  • (e) Option and Share Holdings of Key Management Personnel (Cont.) Shareholdings of Key Management Personnel

30 June 2007

Ordinary shares held in
Treasury Group Ltd
(number)
Directors
M. Fitzpatrick
R. Green
D. Cooper
P. Kennedy
D Sharp
R. Hayes^
Executives
J. Ferragina
E. Jurgeleit
C. Feldmanis
R. Sullivan
A. Tagliaferro
Total*
Balance
1 July 2006
Granted as
remuneration
On exercise of
options
Net change other
Balance
30 June 2007
2,651,500
-
-
-
2,651,500
1,465,000
-
-
-
1,465,000
433,000
-
400,000
(200,000)
633,000
-
-
-
60,000
60,000
14,325
-
-
(14,325)
-
-
-
-
-
-
-
-
-
19,588
19,588
-
-
-
-
-
-
-
-
12,989
12,989
-
-
-
-
-
3,345,000
-
-
(2,000)
3,343,000
7,908,825
-
400,000
(123,748)
8,185,077
  • Resigned during the year.

^ Appointed during the year.

30 June 2006

Ordinary shares held in
Treasury Group Ltd
(number)
Directors
M. Fitzpatrick
R. Green
D. Cooper
P. Kennedy
D Sharp
L.D.P. IaFrate
Executives
J. Ferragina
E. Jurgeleit
C. Feldmanis
R. Sullivan
A. Tagliaferro
R. Kipp

Total
Balance
1 July 2005
Granted as
remuneration
On exercise of
options
Net change other
Balance
30 June 2006
2,651,500
-
-
-
2,651,500
2,665,000
-
-
(1,200,000)
1,465,000
533,000
-
-
(100,000)
433,000
-
-
-
-
-
-
-
-
14,325
14,325
1,868,000
-
-
(1,868,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,467,000
-
-
(122,000)
3,345,000
102,000
-
-
(102,000)
-
11,286,500
-
-
(3,377,675)
7,908,825
  • Resigned during the year

All equity transactions with Key Management Personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.

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Notes to the Financial Statements

For the Year ended 30 June 2007

26. KEY MANAGEMENT PERSONNEL DISCLOSURES (Cont.)

(f) Contracts for Key Management Personnel

The Managing Director, Mr Cooper, is employed under contract. The current employment contract commenced on 15 July 2006 and terminated on 14 July 2007. The Company has entered into a new employment contract with Mr Cooper. The current contract commenced on 15 July 2007 and has no predetermined termination date. Under the terms of the present contract, a base salary of $500,000 (gross) will be paid effective from 1 July 2007.

As long term incentive, Mr Cooper will be awarded 500,000 $20 options on terms to be approved at the AGM.

Mr Cooper is also eligible for a bonus based on a number of clearly defined KPI’s. Any bonus payment is at the sole discretion of the Remuneration Committee.

Additional terms in the contract include:

  • The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs Mr Cooper is only entitled to that portion of remuneration which is fixed, and only up to the date of termination. On termination with cause any unvested options will immediately be forfeited.

  • The Company may terminate the contract without notice if Mr Cooper becomes incapacitated by accident or an illness such that he is unable to perform his duties for 90 consecutive days or for an aggregate period of 90 days in any period of 12 months.

Where employment is terminated no further payments will be paid by the Company except unpaid salary accrued to the date of termination and accrued annual leave.

Where the employment is terminated due to a decision by the Company to make the position redundant, the Company will pay Mr Cooper an amount the equivalent to 1 year’s salary in addition to any payment to which Mr Cooper is entitled in relation to a notice period.

The Chief Financial Officer, Mr Ferragina, is employed under contract. The current employment contract commenced on 4 October 2005 and has no predetermined termination date. Under the terms of the contract Mr Ferragina may terminate the contract by giving three months written notice.

The Managing Director of Treasury Group Investment Services Ltd, Ms Feldmanis is employed under contract. Ms Feldmanis’ current contract commenced on 17 October 2005 and has no predetermined termination date. Under the terms of the contract Ms Feldmanis may terminate the contract by giving three months written notice.

The General Manager of Risk and New Developments, Ms Jurgeleit is employed under contract and has no predetermined termination date. Under the terms of the contract Ms Jurgeleit may terminate the contract by giving one month written notice.

The Head of Distribution, Rob Sullivan, is employed under contract. The current employment commenced on 1 May 2006 and has no predetermined termination date. Under the terms of the contract Mr Sullivan may terminate the contract by giving one month written notice.

The Investment Director of IML, Mr Tagliaferro has a contract with no predetermined termination date. Under the terms of the contract Mr Tagliaferro and the company concerned may terminate the contract by giving a nine month notice period.

(g) Transactions with director-related entity

Details of the transactions with Director-related entities are set out in Note 28. All transactions were conducted on commercial terms.

(h) Loans to Directors

No loans have been advanced to Directors at any stage during the financial year ended 30 June 2007 (2006: $Nil).

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Notes to the Financial Statements For the Year ended 30 June 2007

CONSOLIDATED
TREASURY GROUP LIMITED
2007
2006
2007
2006
$
$ $
$
27. AUDITORS’ REMUNERATION
The auditor of Treasury Group Limited is Ernst & Young.
Amounts received or due and receivable by Ernst & Young Australia in
respect of continuing operations for:
-
an audit or review of the financial report of the entity and any other
entity in the consolidated entity
-
tax compliance
Amounts received or due and receivable by Ernst & Young Australia in
respect of discontinued operations for:
-
an audit or review of the financial report of the entity and any other
entity in the consolidated entity
-
tax compliance
211,570
205,831
82,500
85,150
59,077
141,074
11,385
9,050
270,647
347,905
93,885
94,200
-
19,689
-
-
-
600
-
-
-
20,289
-
-

28. RELATED PARTY DISCLOSURES

The consolidated financial statements include the financial statements of Treasury Group Limited and the subsidiaries in the following list:

Name
Percentage of equity interest held by
the consolidated entity
2007
2006
%
%
Treasury Group Limited Investments
2007
2006
$
$
Investors Mutual Ltd
50
50
Treasury Capital Management Pty Ltd
100
100
Treasury Group Investment Services Ltd
100
100
Treasury Group Nominees Pty Ltd
100
100
Global Value Investors Ltd
67
67
Treasury Asia Asset Management Ltd
41
47
Discontinued operations
:
Armytage private Ltd
-
50
3,869,925
3,869,925
2
2
5,000,000
5,000,000
200
200
250
250
763,500
763,500
9,633,877
9,633,877
-
299,591
  • All subsidiaries are incorporated in Australia.

  • The Company sold its 50 percent interest in Armytage private Ltd on 11 July 2006, as disclosed in Note 6.

  • Treasury Asia Asset Management Ltd is classified as a subsidiary company as Treasury Group Limited is able to exercise control over the company at Board level.

  • Treasury Group Limited owns a majority of the ordinary shares capital of Investors Mutual Ltd and indirectly in Global Value Investors Ltd.

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Notes to the Financial Statements For the Year ended 30 June 2007

28. RELATED PARTY DISCLOSURES (Cont.)

Transactions with wholly-owned controlled entities

Service fees

During the year, Treasury Group Limited provided administrative services to a wholly-owned controlled entity. Dealings were on commercial terms and conditions. Details of service fees and receivables at reporting date are disclosed in Note 5 and Note 10 to the financial report respectively.

Loans

Loans advanced by Treasury Group Limited to wholly-owned controlled entities are with no fixed repayment dates. Interests on the loans are capitalised at commercial fixed rates.

No additional amount (2006: $Nil) was advanced to a wholly-owned subsidiary, and repayment of $538,415 was received (2006: $Nil) during the year, repaying the outstanding loan. Details of interest income are disclosed in Note 5 to the financial report.

Transactions with partly-owned controlled entities

Service fees

During the year, Treasury Group Limited provided administrative services to partly-owned controlled entities. Dealings were on commercial terms and conditions. Details of service fees and receivables at reporting date are disclosed in Note 5 and Note 10 to the financial report respectively.

Dividend

Any dividend received and receivable at reporting date are disclosed in Note 5 and Note 10 to the financial report respectively.

Loans

Loans advanced by Treasury Group Limited to partly owned entities are with no fixed repayment dates. Interest on the loans is capitalised at commercial rates.

During the year, $965,000 (2006: $1,313,628) was advanced to a partly owned subsidiary and no repayments were received. Details of interest income and the entire amount remained outstanding at year-end are disclosed in Note 5 and Note 13 to the financial report respectively.

Sub-let of operating lease

Property under operating lease has been sub-let to partly-owned controlled entities. Details of the sub-let transaction are disclosed in Note 22 to the financial report.

Other

Mr D. Sharp has invested in investment schemes of the Group and received rebates on management fees totalling $7,894 (2006: $2,415) during the year.

Transactions with associates

Service fees

During the year, a controlled entity provided administrative services to associates. Dealings were on commercial terms and conditions. Details of service fees and receivables at reporting date are disclosed in Note 5 and Note 10 to the financial report respectively.

Loans

During the year, Treasury Group Limited did not provide additional loans to associates (2006: $Nil). The existing loans have been in accordance with a working capital loan facility and are on a long-term basis. No repayments were received from associates during the year (2006: $2,106,022).

In accordance with the loan agreements, interest on the loans was capitalised at commercial fixed rates. Details of interest income are disclosed in Note 5 to the financial report.

Fund management and performance fees

During the year, a controlled entity entered into investment management agreements with associates to acquire fund management services. Dealings were on commercial terms and conditions. Fund management and performances fees paid amounting to $1,513,561 (2006: $1,646,577) is included in the Fund Management and Administration Fees on the Income Statement. Payables at the reporting date are disclosed in Note 19 to the financial report.

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

28. RELATED PARTY DISCLOSURES (Cont.)

Transactions with director-related entity

Dividend and dividend receivable

Any dividend received and receivable at reporting date are disclosed in Note 5 and Note 10 to the financial report respectively.

Sub-let of operating lease

Property under operating lease has been sub-let to an associate. Details of the sub-let transaction are disclosed in Note 22 to the financial report.

Service fees

During the year a controlled entity of Treasury Group Limited provided management and administrative services to a listed investment company, a company of which Mr D. Sharp was a Director. Dealings were on commercial terms and conditions. Details of management fees amounting to $394,012 (2006: $296,826) are included in Note 5 to the financial report.

Fund management and performance fees

During the year the controlled entity also provided fund management services to the listed investment company. Dealings were on commercial terms and conditions. For the financial year, the controlled entity received a fund management fee and a performance fee of $2,660,719 (2006: $2,352,584) and $2,660,719 (2006: $2,236,582) respectively. The receivable at the reporting date is disclosed in Note 10 to the financial report.

Disposal of a subsidiary

During the year Treasury Group Limited disposed of a subsidiary to Australian Value Funds Management Limited of which Mr P. Kennedy was a Director and Chairman until he resigned from their Board on 2 January 2007. The transaction was on commercial terms and conditions. Details are included in Note 6 to the financial report.

Loans

Loans advanced by Treasury Group Limited to other related parties are with no fixed repayment dates. Interest on the loans is capitalised at commercial rates. The existing loans have been in accordance with a working capital loan facility and are on a long-term basis. No repayments were received from associates during the year (2006: $0)

During the year Treasury Group Limited provided loans of $2,509,503 to a company of which Treasury Group Limited is entitled to nominate a Director (2006: $0).

Details of interest income and the entire amount remained outstanding at year-end are disclosed in Note 5 and note 13 to the financial report respectively

29 SEGMENT INFORMATION

The consolidated entity operates in one business segment, being fund management services, solely in Australia.

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Notes to the Financial Statements For the Year ended 30 June 2007

30. FINANCIAL INSTRUMENTS

(a) Interest rate risk

The consolidated entity’s exposures to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities are set out below:

Floating
Fixed interest
Fixed interest
Fixed interest
Non interest
Total carrying
Weighted
interest
maturing 1 yr
maturing 1 to
maturing in more
bearing
amount as per
average
rate
or less
5 years
than 5 years or
Balance Sheet
interest rate
without fixed
repayment terms
$ $ $ $ $ $
2007
Financial assets
Cash
Receivables
Convertible notes
Available-for-sale investments
Loans
TOTAL
Financial liabilities
Accounts payable
TOTAL
6,189,634
18,432,384
-
-
-
24,622,018
6.18%
-
-
-
256,566
18,185,246
18,441,812
8.50%
-
-
-
-
1,200,000
1,200,000
N/A
-
-
409,386
-
11,836,794
12,246,180
5.97%
-
-
-
2,693,135
-
2,693,135
8.50%
6,189,634
18,432,384
409,386
2,949,701
31,222,040
59,203,145
-
-
-
-
14,233,304
14,233,304
N/A
-
-
-
-
14,233,304
14,233,304

N/A – not applicable for non-interest bearing financial instruments.

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements For the Year ended 30 June 2007

30. FINANCIAL INSTRUMENTS (Cont.)

(a) Interest rate risk (Cont.)

Interest rate risk (Cont.)
Floating
Fixed interest
Fixed interest
Fixed interest
Non-interest
Total carrying
Weighted
interest
maturing 1 yr
maturing 1 to
maturing in more
bearing
amount as per
average
rate
or less
5 years
than 5 years or
Balance Sheet
interest rate
without fixed
repayment terms
$ $ $ $ $ $
2006
Financial assets
Cash
Receivables
Convertible notes
Available-for-sale investments
TOTAL
Financial liabilities
Accounts payable
TOTAL
2,482,009
16,955,179
-
-
-
19,437,188
5.60%
-
-
-
235,559
14,323,686
14,559,245
8.50%
-
-
-
-
50,000
50,000
N/A
-
-
485,635
-
8,952,973
9,438,608
5.70%
2,482,009
16,955,179
485,635
235,559
23,326,659
43,485,041
-
-
-
-
8,090,348
8,090,348
N/A
-
-
-
-
8,090,348
8,090,348

N/A – not applicable for non-interest bearing financial instruments.

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Notes to the Financial Statements

For the Year ended 30 June 2007

30. FINANCIAL INSTRUMENTS (Cont.)

(b) Net fair values

2007

  • Cash has been recognised at the reporting date at its historical value, which is also at its fair value.

  • Trade and other receivables, with the exception of deferred receivables in respect of the disposal of Armytage, have been recognised at the reporting date at their historical value, which is also at their fair value.

  • Deferred receivables in respect of the disposal of Armytage have been recognised at their discounted value.

  • Available for sale investments are carried at their fair value.

  • Convertible notes are carried at their fair value.

  • Payables have been recognised at the reporting date at their historical value, which is also at their fair value.

2006

  • Cash has been recognised at the reporting date at its historical value, which is also at its fair value.

  • Trade and other receivables have been recognised at the reporting date at their historical value, which is also at their fair value.

  • • Available for sale investments are carried at their fair value.

  • Payables have been recognised at the reporting date at their historical value, which is also at their fair value.

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T REASURY G ROUP L IMITED — A NNUAL R EPORT

Directors’ Declaration

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

  1. In the opinion of the Directors:

  2. (a) the financial statements and notes of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including:

    • (i) giving a true and fair view of the Company’s and Consolidated Entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and

    • (ii) complying with Accounting Standards and Corporations Regulations 2001; and

  3. (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

  4. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2007.

On behalf of the Board

==> picture [123 x 37] intentionally omitted <==

M Fitzpatrick Chairman

Melbourne, 28 August 2007

74

==> picture [560 x 52] intentionally omitted <==

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Independent auditor’s report to the members of Treasury Group Limited

We have audited the accompanying financial report of Treasury Group Limited (the Company), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2(b), the directors also state that the financial report, comprising the consolidated/parent financial statements and notes, comply with International Financial Reporting Standards.

Auditor’s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

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

Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [151 x 46] intentionally omitted <==

Independence

In conducting our audit we have met the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

Auditor’s Opinion

In our opinion:

  1. the financial report of Treasury Group Limited is in accordance with:

  2. (a) the Corporations Act 2001 , including:

  3. (i) giving a true and fair view of the financial position of Treasury Group Limited and the consolidated entity at 30 June 2007 and of their performance for the year ended on that date; and

  4. (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations); and

  5. (b) other mandatory financial reporting requirements in Australia.

  6. the consolidated/parent financial statements and notes or financial report also comply with International Financial Reporting Standards as disclosed in Note 2(b).

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Ernst & Young

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Sean Balding Partner Melbourne 28 August 2007

T REASURY G ROUP L IMITED — A NNUAL R EPORT

ASX Additional Information

Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows.

(a) Distribution of equity securities (as at 31 July 2007).

The number of shareholders by size of holding, in each class of share are:

The number of shareholders by size of holding, in each class of share are:
Ordinary shares
Number of holders
Number of shares
1

1,000
1,001

5,000
5,001

10,000
10,001

100,000
100,001
and over
The number of shareholders holding less than a marketable parcel of shares are:
(b) Twenty largest shareholders (as at 15 August 2007)
The names of the twenty largest holders of quoted shares are:
1,384
866,155
1,192
2,671,335
118
867,957
99
3,257,922
25
14,954,222
2,818
22,617,591
8
84
Listed ordinary shares
Number of shares
Percentage of
ordinary shares
1
AKAT Investments Pty Ltd
2
Squitchy Lane Holdings Pty Ltd
3
Mini Investments Pty Ltd
4
ANZ Nominees Limited
5
Aust Executor Trustees NSW Ltd
6
Mr David Cooper
7
Top Pocket Pty Ltd
8
UBS Nominees Pty Ltd
9
JP Morgan Nominees Australia Limited
10
HSBC Custody Nominees (Australia) Limited
11
Cogent Nominees Pty Limited
12
Perpetual Trustees Consolidated Limited
13
Banson Nominees Pty Ltd
14
Leyland Limited c/- Equity Trustees Limited
15
HFM Investments Pty Ltd
16
Harkosi Securities Pty Ltd
17
Queensland Investment Corporation
18
Treasury Group Nominees Pty Ltd
19
RBC Dexia Investor Services Australia Nominees Pty Limited
20
Mr Hugh Lauder Wallace
3,343,000
14.68%
2,401,500
10.55%
1,460,000
6.41%
1,396,313
6.13%
803,466
3.53%
633,000
2.78%
611,390
2.77%
583,411
2.56%
531,262
2.33%
511,370
2.25%
458,715
2.01%
383,136
1.68%
370,313
1.63%
285,000
1.25%
250,000
1.10%
210,000
0.92%
175,304
0.77%
172,889
0.76%
154,709
0.68%
150,000
0.66%
14,884,778
65.45%

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ASX Additional Information

(c) Substantial shareholders

The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

2001 are:
Number of Shares
Michael Fitzpatrick 2,651,500
Anton Tagliaferro and AKAT Investments Pty Ltd 2,500,000
Mini Investment Pty Ltd 1,465,000

(d) Voting rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction.

78