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PPK GROUP LIMITED Annual Report 2005

Sep 26, 2005

65603_rns_2005-09-26_628e613c-bc1d-4338-8360-07d0174726bf.pdf

Annual Report

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Shaping a StrongerTomorrow

PLASPAK GROUP LIMITED ANNUAL ALPORT 2005

Tough trading conditions shaped our 2005 results:

Notice of Annual General Meeting

The 2005 Annual General Meeting of Plaspak Group Limited will be held at:

3.00pm on Tuesday, 22 November 2005 at the Sofitel Wentworth Sydney Hotel, 61-101 Phillip Street, Sydney

The business of the meeting is outlined in the Notice of Meeting and Proxy Form accompanying this Report.

ASX look-up code PPK

Website www.plaspak.com.au

Share Registry www.registriesltd.com.au ...................................

Plaspak Group Limited ABN 65 003 964 181 ABN 65

Contents

4
8
9
10
20
21
36
46
Inside Back Cover

Impact from raw materials and transport cost increases

The emergence of significant, unexpected and sustained plastic raw material price increases during the year laid the foundation for the tough trading conditions experienced by Plaspak in financial year 2005.

The combined effect of:

  • ę. plastic raw materials being the biggest single input cost;
  • an inability to recover the full impact of raw ś. material price increases from customers as quickly as they are imposed on Plaspak; and
  • ŵ increased transport costs,

led to a significant erosion of margins during the year.

Softening W in sales volumes

In the competitive retailing environment of 2005, Plaspak's customers themselves experienced reduced sales and difficulties passing on price increases to retailers. This in turn impacted on sales by Plaspak.

This has been the major contributing factor to a reduction in sales revenue by the plastics packaging business compared to the 2004 financial year.

In comparison to years prior to the 2004 year, sales were reduced by closure of the Adelaide Plaspak Food Packaging business in August 2003.

Financial summary $2005$ (Sm's) 2004 ($m's) % Change
Sales revenue 89.6 73.8 21.4
Depreciation & amortisation 5.8
Earnings before interest and tax 90 (14.4)
Interest 38.1
.Operating profit before tax & individually significant items . .30.4)
Individually significant items 10.1 (0.3) (66.6)
Pre-tax profit 6.6 (28.8)
Income tax expense 533
Net profit 69 (50.7)
Group summary 2005 2004 % Change
.Earnings per share 5.0 cents $10.3$ cents (51.5)
Total assets $129.3 m $90.7m ጋና
Shareholders equity $47.0m $46.8m ПA
Net tangible assets per share $62.6$ cents 65.8 cents (4.9).
Dividends per share 6.5 cents 6.5 cents

But we are positioning the business to be stronger and ready for the future

Rocus on building a diversified manufacturing base

Siden

To broaden both the nature and extent of the company's manufacturing operations.

BUSINESS Objectives

Initiate further rationalisation programs aimed at: achieving consolidation of the plastics packaging manufacturing operations within individual companies and across the group.

loently strategic acquisition opportunities in manufacturing both within and outside the plastics packaging inclusity......

2005 Accomplishments

Acquisitoriou

  • A Remoted Immedia Minimedia Automents
  • o Advanced Power Pty Limited (Rower Generators) and
  • o York Precision Plastics (Industrial Plastic) Sheeting and Lighting Products)

following the take over of publicly listed York. Giornalminica

Divestment of non-manufacturing business, En Products

Further integration of manufacturing processes at each site (including the successful commissioning of PET equipment at Plaspak QP).

OMMORAGE ZUIGZOZ

  • Il investment in new technology, machinery and equipment, where appropriate, will provide the basis for pursuit of potential growth opportunities and expansion of existing manufacturing capabilities
  • 2 Continued implementation of rationalisation. initiatives is expected to yield production. efficiencies, lower costs and streamline the focus of the company's manufacturing operations.

Continue to seek out and invest in And strategic growth opportunities

Sidder

A TO A SERVE A CONTRACTO DE LA PRODUCTIVA EN 1979 ojotalanionis idmoltan algoluistilons and Investment related activities

BIBINESS ODIEMIVES

To identify and oursue suitably priced. strated o accursition opportunities in mantiaciunno ether inside or outside the plastics packaging industry with an emphasis on maximising returns TO SAEKS NOTORS

2005 AGGOINDIShmanG

  • A Successful on market take over and compulsory acquisition of publicly listed York Group Limited completed in February 2005
  • Acquisition of 12.5% interest in Vene lech Solutions Holdings Piv Ltd las detailed on page 15 of this Allual Record
  • 4 Investment in Ezi Automation Pty Ltd onor to the intended implementation of significant growth initiatives and market expansion activities by Ezi Automation1M (as obtailed on oage 15 of this Annual Report

Omlook to Z005/07

1 Plaspak will continue to examine potential investment and growth opportunities which are strategically aligned with its corporate objectives.

Commue to invest in Hanoxalitye products

SIACLOV

To create a competitive advantage for Plasosk through the introduction of iniovalive products to the market.

Ensuissa on aanvas

Identification of opportunities to actively participate in the creation, development and commercial realisation of novel products and innovative design processes in collaboration with Plaspak stakeholders A MARIJA NA MARIJA U MARIJA U UTAKOVU U UTAKOVU U UTAKOVU U UTAKOVU U UTAKOVU U UTAKOVU U UTAKOVU U UTAKOVU U HACABACKSHI

Zuba AGGampitshnems

  • Stroccessitt Congrades for the original formula the new no-run on nozzle (as detailed on pace Mol this Annual Report
  • · Design and production of new Tube-Boille (teler to eage 1/ of this Anitoline com
  • Successful light weighting of components, and introduction to market, on alle visition at into on took of original limits.

Onion Conzultivity

  • 1 Research and development will continue across the group, and on an on-going basis in consultation and colaboration with customers, with the objective of Introducing innovative products tomaarker
  • 2 Rambor is expected to introduce an innovative new product to the market during the 2006 financial year.

Leveraging strengths to grow a diversified manufacturing base

Chairman and Managing Director's Review

Com Ryan Chainnen (Lett) and David Hoft Managing Oxector

Plaspak Group Limited (Tlaspak") achieved revenue of $90.9 million for the year ended 30 June 2005 an increase of 21% over the corresponding prior period.

The increase in revenue was principally due to the indusion of five months sales by York Group Limited ("York") which was acquired by Plaspak in January 2005 at a cost of $12.1 million.

Sales in Plaspak's traditional packaging operations remained static though profitability was adversely affected by:

  • * declining margins due to escalating raw material prices;
  • * intense competition within the packaging industry; and
  • * a slowing of consumer spending affecting our major customers.

Consequently, operating profit before tax fell by 29% from $6.65 million to $4.69 million. However on a positive note, operating profit before tax increased to $2.76 million in the second half as compared to $1.93 million for the first half of 2005.

The after tax profit of $6.91 million reported in 2004 was after a one-off tax consolidation credit which resulted in a reported $257,000 tax credit. On a like for like basis (that is excluding the tax consolidation benefit in the 2004 year) the comparison is an after tax profit of $5.11 million for the 2004 year as compared to an after tax profit of $3.44 million for the 2005 year, a decrease of 33%.

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There were encouraging signs of improvement in sales and profits in the traditional Plaspak packaging businesses in the final quarter of 2005 as compared to the final quarter in 2004. This improvement has continued in the first two months of the current year.

During the 2005 year Plaspak's debt levels increased as a result of;

  • * borrowings for the York Acquisition and the existing borrowings of York;
  • * the inclusion of $7.6 million in borrowings by Landmark Property Syndicate (which owns the Plaspak Contaplas Arndell Park site) as a result of Plaspak moving from 43.7% to 85.2% ownership of the Syndicate; and
  • * delays in the sale of Plaspak's surplus property at Yalgar Road, Kirrawee.

The directors are cognisant of the debt level and are addressing strategies which will achieve a reduction during the course of the current year.

Continued Rationalisation Initiatives

York Group Limited

On completion of the acquisition of York, Plaspak management initiated a thorough review of the York businesses which compromised:

  • * York Precision Plastics Pty Ltd, a manufacturer and distributor of acrylic diffusers for the lighting industry and thermoplastic sheet for the building and signage industries;
  • * Rambor Pty Ltd, a manufacturer of proprietary handheld equipment for the mining industry;
  • ® Advanced Power Pty Ltd, a manufacturer of portable and project built generators; and
  • * ERT Products Pty Ltd, an importer and distributor of tarpaulins and wire products.

As a result of this review, Plaspak initiated the divestment of ERT Products Pty Ltd and Advanced Power Pty Ltd.

The ERT Products Pty Ltd business was sold on 3 June 2005 at a profit of $160,000.

Chairman and Managing Director's Review (continued)

Plaspak will continue to look for similar investment opportunities which can add value to the Group and our shareholders.

Advanced Power Pty Ltd was sold effective 1 July 2005 at a profit of $500,000.

The remaining two businesses are performing to expectations. Plaspak is continuing to assess the businesses and proceeding to implement improvements to enhance the value of Rambor and York Precision Plastics as ongoing businesses within the Plaspak Group.

Plaspak Plastics Packaging Operations

As previously reported, a major customer supplied out of Townsville by Plaspak Tecno experienced financial difficulties during the 2004 calendar year. The customer's business was ultimately closed and the company placed into liquidation in November 2004. These events in conjunction with the earlier closure of the Berri juice plant in Townsville meant that the operations of Plaspak Tecno were unsustainable. The Plaspak Tecno manufacturing operations were closed with equipment relocated to Plaspak QP in Brisbane, which now services the remaining far north Queensland customers.

During the 2004 year, Plaspak Tecno contributed sales of $1.5 million and operating profit before tax of $209,000 as compared to a total of $462,000 in losses and one off write-downs in the 2005 year.

The former Plaspak Closures site at Yalgar Road, Kirrawee which is currently leased and was the

subject of a conditional contract for sale, has not been sold and continues to be owned by Plaspak. Regulatory issues associated with the nature of the tenant's usage of the property are being addressed and it is anticipated they will be resolved to enable the sale of the property during the current year

On a positive note, the consolidation of all injection moulding operations into Plaspak Closures, which was relocated to the new Waratah Street, Kirrawee site in mid 2004, has started to realise the expected benefits.

Management continues to review the operations of all the plastics packaging businesses and plans are in progress for further rationalisation and consolidation which will achieve productivity and efficiency gains. These are expected to flow through to earnings in the 2007 year.

Future Direction

The recent involvement of Plaspak in the manufacturing operations of Rambor and York Precision Plastics will ensure that these businesses receive the support required to enable them to pursue potential growth opportunities which will create enhanced investment returns.

The traditional plastic packaging businesses are expected to regain growth in both sales and margin during the 2006 year through a combination of

strategies aimed at reducing costs and gaining new business.

During 2005, Plaspak made strategic investments in two small companies manufacturing patented proprietary products, further details of which investments are set out on page 15 of this Report.

Plaspak will continue to look for similar investment opportunities which can add value to the Group and our shareholders.

Corporate Governance

Plaspak continues its adherence to a Corporate Governance Framework consistent with the ASX Principles of Good Corporate Governance and Best Practice Recommendations. Copies of the documents comprising this framework are publicly accessible on the company's website at www.plaspak.com.au.

Our People

Our people continue to provide Plaspak with the competitive advantage required to satisfy the needs of our customers and other stakeholders.

The Board would like to record its appreciation of the way in which our employees have continued to meet their challenges during the past year.

The Business Outlook

The Australian economy has slowed over the past twelve months. Oil products continue to hit ever higher record prices and the high demand and short supply of both plastic feedstocks and plastic resins places pressure on margins.

Whilst plastic resin prices have shown some signs of stability, there is still volatility in world markets. If prices of raw materials escalate again, the timelag in recovery of these costs will place pressure on margins.

Plaspak is mitigating the consequences of this volatility by adopting a number of strategies. These include having over 50% of its plastics packaging business tied to rise and fall contracts with customers enabling quicker adjustment of selling prices if raw materials rise or fall by more than 5%. An additional strategy is, the acquisition of and investment in other manufacturing businesses which provide diversification in earnings and access to new and growing markets.

Colin Ryan Chairman

David Hoff Managing Director

Review of Operations

Review of Operations

Plastics Packaging Operations

Plaspak operates six manufacturing facilities in Australia and a joint venture distribution business in New Zealand.

It provides a wide range of plastic bottles, closures and sprays servicing the food, beverage, household chemicals, personal care, industrial chemicals and agricultural industries in Australia.

It manufactures products from a wide range of plastic resins including Polyethylene, Polypropylene, Polystyrene, PVC and PET utilising technologies such as blow moulding, injection blow moulding, stretch injection blow moulding and injection moulding.

The 2005 year saw Plaspak enter its most difficult trading period for some years. Instability in plastic resin pricing which continually escalated during the year, combined with the effect of the continuing drought in NSW, water restrictions along the Eastern seaboard and slowing consumer sales by our customers, affected sales and profitability.

However the Plaspak plastics packaging businesses achieved growth in both sales and profit in the final quarter of 2005 as compared to the prior corresponding period and this has continued for the first two months of the current year.

The consolidation of all injection moulding work into Plaspak Closures at the new site at Waratah Street, Kirrawee was completed in the first quarter of the year. However, the expected synergies did not begin to flow through until the second half of the reporting period.

Several plants were adversely affected during the year by the announced closure by Colgate Palmolive of its personal care business in Australia and transfer to Asia. This represented $4 million in sales to Plaspak, a substantial part of which were lost during the reporting period. This will eventually be offset by the gaining of an additional $5 million in business from Colgate Palmolive with supply due to commence in October 2005.

Plaspak also gained additional business in the second half from two small blow moulding companies which experienced financial difficulties and ultimately closure.

Plaspak Management continues to review current operations with a view to further rationalisation and consolidation from which benefits will be realised in the 2007 year.

Plaspak anticipates further modest growth in operating earnings from its plastics packaging operations in the 2006 year with prospects for more substantial increases in subsequent vear with prospects for more substantial increases in subsequent years.

Other Operations

Following the on-market takeover of York Group Limited, Plaspak has retained the former York subsidiaries, Rambor Pty Ltd and York Precision Plastics Pty Ltd.

These companies and their respective businesses have and will continue to benefit from the additional support and management expertise provided by Plaspak.

They provide diversification in earnings and the opportunity for Plaspak to grow into new and expanding markets.

Five year financial sunnary

Consolidated 2005 2004 2502 2002 2001
Statement of financial performance
Sales revenue SOOG 89,572 tsan 84.XX 19,522 63.453
Profit from ordinary activities cefore
interest, tax, depredation, amortisation,and significant riems (EBITDA) 5000 137783 VA JOR 14,740 36.924 32. SAS
Profit from ordinary activities before
interest, tax and significant items (EBIT) 3000 7.709 9.819 S. A. S M - 106
Profit from ordinary activities
before tax and significant items.Net profit attributable to members 3000 846 S 6,956 8,335 6220 S. ESC
of Plaspak Group Limited 5000 37424 6/909 2.081 4,356 3,272
Statement of financial position
total assets 000 129,293 90700 93. NO 84.700 78. RS
Net debt Slad 53,961 29.525 22.737 23.733 29.609
Equity attributable to membersof Plaspak Group Limited FOO 46.906 46.694 42.078 44,992 3) OSS
ictal equity $000 46,959 46,845 43.223 44,833 31.246
Share information
Dividends on ordinary shares SPOU 4.420 A GA 2,951 3. VIA 2028
Dividends per ordinary share cents 846 S. 60 SA W.
Dwdend payout ratioNumber of ordinary shares issued H) 129.1 BW 169 8 W.
at year end $000 68.003 87,508 66.499 64.970 55.348
Market capitalisation SOO 61,203 SA RIO 63,839 81.38 38. ISO
Ratios and statistics
Return on equity attributable tomembers of Plaspak Group Ltd H. 7A ta 1 48 XX S 10 S
Basic earnings per share cents 540 10) A N S. S.
Net debiteduity H. 125.6 STA 13.1 JS A Na L
Debt/IEquity - Intangibles) H 138.5 S. IV. S.A 104.8
Interest cover (turnes) 2.62 $\Lambda$ $P$ 3 GS an l a Ka
Net Tangible Assets per Share cents SZO. 65 R 68. R 83. J 499

Shaping a stronger tomorrow

Focus: Manufacturing

Plaspak Moulding the future of packagingna

Plastic Packaging

Plaspak continues to focus on its traditional core business as a leading Australian specialist manufacturer and distributor of rigid plastic packaging and components which are supplied to domestic and overseas markets.

The Company operates from strategically located manufacturing and distribution sites enabling it to service its broad base of customers and packaging markets.

Diversity in its product range and production processes has been a key element in the success of Plaspak as a leading supplier of plastics packaging to major companies operating within a variety of industries.

Products produced by the company include:

  • a large variety of bottles, jars and containers;
  • dangerous goods approved containers for the chemical and agricultural industries;
  • containers approved for the pharmaceutical, veterinary and personal care industries;
  • closures, caps, dispensers, trigger sprayers and purnps; and
  • * food approved packaging

Further information on Plaspak, its products and services may be obtained from its website at www.plaspak.com.au.

Light Fittings & Thermoplastic Sheeting

York Precision Plastics Pty Limited ("York Precision Plastics") was acquired by Plaspak as part of the on-market take over and compulsory acquisition of publicly listed York Group Limited early in 2005.

York Precision Plastics commenced operations as K-Lite in Australia in 1969 and has since emerged as one of the leading manufacturers and distributors of acrylic and thermoplastic sheeting in the southern hemisphere.

The Company conducts its manufacturing operations from a owned premises at Riverwood, Sydney, New South Wales. It also has branch offices and distribution centres located in: [111111111111111111111111111111111111

  • Brendale, Queensland;
  • * Sunshine West, Victoria, and
  • * Croydon Park, South Australia,

and a subsidiary company which operates from East Tamaki, Auckland in New Zealand.

The business has two integrated commercial divisions:

Lighting

York Precision Plastics is the largest extruder of acrylic prismatic diffuser panels in Australia and leading supplier of acrylic wrap-around diffusers to major lighting manufacturers.

The company also supplies a wide range of imported lighting products to supplement its locally manufactured lines, including:

  • acrylic prismatic diffuser panels; manuscript
  • acrylic wrap around diffusers,
  • weatherproof case kits;
  • lenses;
  • prismatic reflectors;
  • injection moulded lenses;
  • vacuum metalised louvres, and lampholders.

The YPP K4 Cylindrical Profile

Focus: Manufacturing

(continued)

Industrial

The York Precision Plastics Industrial Division manufactures a variety of smooth and embossed thermoplastic materials for a diverse range of end. use applications by customers in the following. industries.

  • signage,
  • point-of-sale;
  • building and construction;
  • gaming.
  • automotive; and
  • glazing.

Further information on York Precision Plastics, its products and services may be obtained from its website at www.ypp.com.au.

YPP Thermoplastic Sheet(PMMA, ABS, ASA)

Mining Equipment

Rambor Limited ("Rambor"), also acquired by Plaspak as part of the York Group Limited. take over Rambor, is a leading designer and manufacturer of products for the underground coal mining industry where its equipment is used for the installation of roof and wall retention. chemical anchor bolts.

  • The core products manufactured by Rambor include.
  • Prieumatic Roof Bolters:
  • Hydraulic Roof Bolters,
  • $Rib$ Drills,
  • Remote Drilling Rigs;
  • Grout Mixers and Pumps; and with an annual community of
  • Water Seperators.

The specialised equipment manufactured by Rambor is made from composite fibre, plastic, ferrous and non-ferrous materials and is sold throughout the world. Approximately 80% of Rambor sales are exported to the USA, Japan, Vietnam, China, India, U.K. Germany and Russia.

Recent and on-going growth initiatives for this business have included.

  • Adaptation of company owned technology to other non-mining related activities, such as tunnel construction, highlighting the versatility of end use applications for Rambor's products. and the potential for future growth of the company's product lines.
  • Commencement of marketing to customers involved in hard rock mines with a view to entering this market segment and expanding upon its existing solid market base.
  • Sustained, extensive and continuous research and development efforts to meet the constant demand in the market for more efficient machines with improved operator comfort and safety features.

Further information on Rambor, its products and services may be obtained from its website at www.rambor.com.au

Shaping a stronger tomorrow

Growth: Strategic acquisitions & investments

Eleste ales localitza livos de legio investment coportunities in pusinesses Which alteroased on contemporary issues of environmental and social importance and have manotental to provide significant Tone incluent follows:

Mwikonnanzi Packaging Business

Pasoak nas investad in autAustralian aases, private company which has developed a vending machine dispensing system specifically designed for feusable "green" shopping pags. Patents are pending in various counties around the World in respection the vending mechine dispensing system.

The vending machine technology is owned. by Vand Teen Solutions Holdings Pry Ltd. ("Vend Tech") and laditates the dispensation of bags through a coin operated selection. device similar to a drink vending machine.

Several world wide initiatives exist for the phasing out of plastic bags ranging from the imposition of Diastic cad textes to a complete camon neindset Bags dispensed by the Vend Tech machines are intended to be a substitute, and ultimately, a replacement for these plastic bags.

The concept is currently being marketed to, and trialled by several major shopping centres and retailers. It is expected to be a successful venture in the years to come, particularly with the onset of anticipated environmental bans on the use of plastic bags in Australia and overseas.

Plaspakinas invested in the future of this environmental packaging cusiness acquiring a 12.5% interest in the business (with the ability to increase the interest through the exercise of existing options granted to it by Vend-Tech). A Plaspak representative has been appointed. to and a first part of the state of the first

Security Banners

Ezi Automation Pty Ltd ("Ezi Automation1M") is an Australian owned company which specialises in the manufacture, sales, installation and servicing of most security related equipment.

These products are designed by Ezi Automation1M specifically for pedestrian and vehicle control in low anchinen seouthy any longians

The recent development of an innovative highlevel security barrier mechanism - known as the Ez Automation M Truck Stopper M = has led to heightened demand for the company's products. and created an investment opportunity for Plaspak prior to the intended implementation of significant growth initiatives and market expansion activities $\mathbb{E} \mathsf{V}$ – zi Aulomation $\mathbb{M}$ .

The developed Truck Stoppertw technology is designed to combat the growing incidence of modern threats to high security environments such as embassies, government buildings and official residences and is deing marketed and implemented in Australia and overseas.

Shaping a stronger tonorrow

Competitive advantage: Capability

Pipeline of new product

Plaspak's innovative design capabilities are derived from the depth of its in-house technical skill, knowledge and experience together with an organisation-wide commitment to continually:

  • meeting the needs of its customers; and
  • developing new or improved products so as to build a sustainable competitive advantage in the market for its customers and the company.

Here are just two examples of the ways in which. Plaspak has assisted its customers during the year in meeting the challenge of introducing innovative products to market.

Tube Bottle

During the year, Plaspak was invited by major customer Alberto Culver to consider the development of a superior packaging solution for its popular 375ml VO5 line of hair conditioner products.

The focus of this development effort was on assisting the customer in the conversion from its existing packaging to a tube style having regard to several key factors considered by the customer. to be integral to the change process, namely:

  • · customer filling line capabilities;
  • product volume requirements (as most standard tubes were considered too small for the 375ml volume required);
  • the ability of the new packaging to incorporate the existing VO5 cap to enable the customer to otherwise maintain its existing packaging configuration and reduce the overall costs of change by eliminating the need to source an alternative cap, and
  • to ensure that the new packaging was consistent with the requirement that the customer label and fill the product on its own lines.

The presentation of an innovative tube bottle design by Plaspak ultimately proved successful in not only meeting the customer's specified packaging requirements but also delivered cost savings for the customer.

Alberto report widespread consumer satisfaction with the innovative and functional packaging solution provided for its product by Plaspak. following its introduction to market.

Plaspak continues to work with Alberto to further enhance the functionality of this innovative packaging so as to create a sustainable competitive advantage in respect of these products.

No Run-On Nozzle

Recently, Plaspak was approached by an inventor of a patented concept which sought to introduce a new cartridge nozzle intended for end use by trade and retail consumers in the building and home projects markets.

The conceptualised cartridge nozzle aimed to prevent the universal problem of 'run-on' of sealant and other cartridge dispensed products.

Drawing extensively on its in-house technical and design capabilities and, following a lengthy period of collaboration with the inventors, Plaspak was able to build in functional improvements to the original concept, as well as, design and create the unique tooling required to enable the commercialisation of the innovative product by its customer.

The new product will be marketed and distributed by Plaspak's customer to major suppliers of cartridge dispensed sealants and products in Australia and overseas.

Plaspak expects to commence supply of the nozzle to its customer later this year under the terms of a world wide exclusive supply and licence agreement.

Shaping a stronger tomorrow

Commitment: Our People

Responsibility: Environment & Privacy

Loval People

Our neople continue to provide Plaspak With the competitive advantage required to satisfy the nccios oficiunqus iomicis and states nobicist

The evolution of the Plastak sushess over the past 26 vears has seen many valued confidentions from dedicated long term employees committed. to ensuring the success of the company. This year has seen a continuation of this commitment from allourpeople

The Board promotes the fostering of a supportive, family oriented and co-operative work place. within a performance based environment where innovation, initiative and productivity ale encourance and rewarded

Human resource policies, practices and procedures are designed to attract engage and retain the highest calibre of employees

Environmental management

Plaspak remains dedicated to minimising the effect of its operations on the environment.

The company operates a waste minimisation program to ensure that the amount of plastic entering the waste stream is minimised. Minimisation of product weight and recycling of scrap is optimised wherever possible.

independently assessed quality control systems are in place within the group which ensure that the company's operations are conducted efficiently and with a minimum of resources and environmental impact.

In December 1999, Plaspak Group became a signatory to 'The National Packaging Covenant' - a co-operative self-regulatory approach between industry and all sections of government to the lifecycle management of packaging and paper including its recovery, utilisation and ultimate disposal.

Tiealth and safety

During this year, the Plaspak Group continued its strone commitment to the preventor of intries. ETHERRICH METAL ANGELER ANG SERVA PARA ANG PARAMETERS PARA ANG PARAMETERS PARAMETERS PARAMETERS PARAMETERS PAR achieved through the success of its comprehensive workplace health and safety systems and policies.

The year in review saw continuing focus and commitment to health and salety through a group wide commitment to maintaining the highest occupational health and safety standards for the benefit of its employees, contractors and visitors.

Information relating to occupational health and safety issues is requirity considered by the Board which makes recommendations, where necessary, tor the improvement in workplace systems and practices.

Pasiel discher Francische in deutscher Stadten und der Einsteht der Einsteht und der Einsteht und der Einsteht practices manual which continus minimum standards of behaviour of employees, contractors, directors and officers while reinforcing the importance of compliance with applicable laws and requisitons including those relating to occupational Incelling indisafaty abiligations

During the reporting period, the fifth 'Plaspak' Group Limited Action Plan' was developed and approved for registration by the National Packaging Covenant Secretariat.

A committee has been established to monitor the performance of the company against measured environmental outcornes detailed within the planand to ensure the longevity of the Plaspak Action. Plan through a process of continual improvement.

Plaspak was one of the first rigid plastic packaging manufacturers to have achieved registration of its plan and remains dedicated to ensuring the relevancy of its Action Plan to its contemporary business and manufacturing practices.

The 'Plaspak Group Limited Action Plan' is publicly available at www.packcoun.com.au/covt.html or on the Company's website at www.plaspak.com.au.

Privacy

Plaspak has developed a Privacy Disclosure Statement consistent with the National Privacy Principles incorporated in prevailing privacy laws dealing with the collection, use, disclosure, security, access and accuracy of information available to it during the course of its business operations. The Company has appointed a designated Privacy Officer to deal with queries regarding the application of the policy.

Board of Directors & Company Secretary

1. Colin Ryan (68)

Chairman & Independent Director B.Com., Dip Ed., CA

Securities held: 500,000(1), 300,000(2) Member of the Board since November 1995 and Chairman since March 1999. Member of the Audit Committee.

Background: Colin Ryan is an independent director of Plaspak Group Limited and has no business relationship with the company or its related bodies other than his directorship. Colin manages an investment and professional consultancy business providing a variety of professional management, financial and marketing services to various businesses. This follows experience as a Chartered Accountant and extensive service as an executive and non-executive director of various public companies. Colin has a Bachelor of Commerce degree from the University of New South Wales, a Diplomal of Education from Sydney University and is an Associate Member of the Institute of Chartered Accountants.

Other Listed Public Company Directorships1: York Group Limited, Non-Executive Director " Appointed: 25 January 2005 Ceased:" Appointed: 25 January 2005 Ceased:

2. David Hoff (56)

Managing Director C.PA

Securities held: 856,960(1), 400,000(2) Member of the Board since

November 2000.

Background: David Hoff joined the Company as Chief Executive Officer in 1997 andwas appointed its Managing Director inNovember 2000. David has over 25 years experience in the plastics industry gained with multinational corporations based in the United States of America, Europe, and with a global packaging company in theAsia region. He is a Certified Practicing Accountant.

Other Listed Public Company Directorshipst: York Group Limited, Managing Director " Appointed: 25 January 2005 Ceased:" Appointed: 25 January 2005 Ceased:

3. Glenn Molloy (50) Executive Director

Securities held: 7,572,893(1)

Member of the Plaspak Group Limited Board since listing on 21 December 1994. Founder of Plaspak Pty Limited in 1979.

Background: Glenn Molloy founded Plaspak Pty Ltd in 1979 and has acted as a director of the consolidated entity since that time.

He has extensive experience in, and knowledge of, the plastics industry and the packaging marketplace gained through

Board of Directors

building the consolidated entity to its current position. Glenn is also a development committee member of the "learning for life" programme conducted by the Smith Family Charity.

Relevant Associated Directorships: Corso Investments Pty Limited* Corso Management Services Pty Limited* Spa-Finders Pty Limited*

Other Listed Public Company Directorships* Home Leisure Limited, Non-Executive Director - Appointed: 22 January 2000 Hudson Timber Products Limited, Non-Executive Director - Appointed: 2 December 2003 Ceased: 2 November 2004 Qven Limited, Non-Executive Director

  • Appointed: 14 January 2000 Ceased: 15 March 2005

York Group Limited, Executive Director - Appointed: 25 January 2005 Ceased: 28 February 2005***

4. Jury Wowk (54)

Non-Executive, Independent Director BA., LLB

Securities held: 87,302(1), 300,000(2) Member of the Plaspak Group Limited Board since listing on 21 December 1994.

Background: Jury Wowk is a Partner ofDoherty Partners, Barristers and Solicitors and has provided legal services to the Plaspak Group since its establishment in 1979

From 1987 to 1989, Jury performed the role of Operations Manager at Plaspak Pty Ltd gaining valuable hands on practical experience in the management of the company's operations.

Jury has a Bachelor of Arts Degree and a Bachelor of Laws Degree from the University of Sydney. He is also a Law Society of New South Wales Accredited Specialist in Business Law and an Associate Member of the Australian Institute of Company Directors

Other Listed Public Company Directorships* HomeLeisure Limited, Non-Executive Director - Appointed: 29 July 2002 York Group Limited, Non-Executive Director - Appointed: 1 February 2005 Ceased: 28 February 2005* **

5. Raymond Beath (55)

Non-Executive, Independent Director B.Com, F.C.A

Securities held: 42,821(1), 300,000(2) Member of the Plaspak Group Limited Board since listing on 21 December 1994. Member of the Audit Committee.

Background: Ray Beath is a Director of Holden & Bolster Avenir Pty Limited, Chartered Accountants. He has a Bachelor

of Commerce (Accounting) degree from the University of N.S.W and is a Fellow of the Institute of Chartered Accountants. Ray has advised the consolidated entity on taxation. corporate and financial management since 1984 and he has been non-executive director of Plaspak Australia Pty Limited since 1986

Relevant Associated Directorships: Holden & Bolster Services Pty Ltd * Other Listed Public Company Directorships†: York Group Limited, Non-Executive Director - Appointed: 1 February 2005 Ceased:-- Appointed: 1 February 2005 Ceased:28 February 2005***

Company Secretary

Robert Nicholls (36)

Group General Counsel & Company Secretary LL.B (Hons), Grad Dip Leg Prac, Grad Dip CSP, Grad Dip Bus Admin, FCIS Securities held: 70,625 (1) Audit Committee Secretary.

Background: Robert is a practising solicitor and chartered company secretary.

He performs the dual role of Group General Counsel & Company Secretary providing in-house fegal and company secretarial services for the Plaspak Group of Companies

Prior to joining Plaspak in April 2000, Robert performed roles as a solicitor in private practice and with a Commonwealth requlatory body.

Robert has a Bachelor of Laws (Honours) Degree from the University of Technology, Sydney, a Graduate Diploma in Legal Practice, Graduate Diploma in Company Secretarial Practice and a Graduate Diplomal in Business Administration. He is a Fellow of the Institute of Chartered Secretaries and Administrators and Chartered Secretaries Australia.

Relevant Associated Directorships: Vend-Tech Solutions Holdings

Pty Limited**

Vend-Tech Solutions (Australia & NewZealand) Pty Limited**

  • (1) Fully paid ordinary shares held directly or indirectly as at September 2005.
  • (2) Beneficially held options over unissued ordinary shares as at September 2005.
  • Refer to page 36 of the Directors Report for a description of the involvement of each of these related entities.
  • These are entities in which Plaspak holds an interest from 1 July 2005.
  • Cessation date refers to the date in which the entity ceased to be a listed public company.
  • Heid in the 3 years immediately before the end of the financial year ended 30 June 2005.

Statement of Corporate Governance Practices (2005)

Plaspak's Approach to Corporate Governance and Responsibility

The Plaspak Board of Directors is committed to the principles underpinning best practice in corporate governance, applied in a manner which is most suited to Plaspak, and to best addressing the directors' accountability to shareholders and other stakeholders. This is supported by an overriding organisation-wide commitment to the highest standards of legislative compliance and financial and ethical behaviour.

The Company continues to address directors' accountability to stakeholders in a manner consistent with the Company's individual circumstances enhanced through the introduction of publicly available policies and procedures which are designed to foster a culture of transparency in the way Plaspak is directed and managed.

As a measure of its stated commitment to the principles of best practice corporate governance, the Board will continue to:

  • * review and continually improve its governance practices; and,
  • * monitor developments in best practice corporate governance.

Report on Compliance with the ASX Best Practice Recommendations

The ASX Listing Rules require listed companies to include in their Annual Report a statement disclosing the extent to which they have followed the 28 ASX Best Practice Recommendations in the reporting period.

Listed companies must identify the recommendations that have not been followed and provide reasons for the company's decision. Where a recommendation has been followed for only part of the period the company must state the period during which it had been followed.

As detailed within this Statement of Corporate Governance Practices, Plaspak considers its governance practices comply with each of the ten core Corporate Governance Principles and 25 of the ASX Best Practice Recommendations.

A table summarising the level of compliance with each of the recommendations is found on pages 32 to 34 of this Statement of Corporate Governance.

For the reasons expressed within this Statement, Plaspak has elected not to adopt ASX Best Practice Recommendations 2.4, 4.3 and 9.2.

Plaspak has posted copies of its relevant corporate governance policies and practices to its website consistent with the ASX Best Practice Recommendations.

Plaspak's Statement of Corporate Governance Practices, and copies of its policies, is available in the designated corporate governance area of its website at www.plaspak.com.au.

Date of this Statement

This statement outlines the:

  • * ten core Principles, and 28 Recommendations identified by the ASX as underlying good corporate governance;
  • * main corporate governance practices of Plaspak during the year to 30 June 2005, except where stated ofherwise.

ASX Principle 1: Lay solid foundations for management and oversight

ASX Recommendation 1.1: Formalise and disclose the functions reserved to the board and those delegated to management.

Plaspak: The Board has formalised its roles and responsibilities into a Charter. The Board Charter clearly defines the matters that are reserved for the Board and those that the Board has delegated to management.

In summary, the responsibilities of the Plaspak Board include:

  • * oversight of the company, including its control and accountability systems;
  • * setting the company's major goals including the strategies and financial objectives to be implemented by management;
  • * appointing, removing and controlling the Managing Director;
  • * ratifying the appointment and, where appropriate, the removal of the chief financial officer and/or company secretary;
  • * input into and final approval of management's development of corporate strategy and performance objectives;

Statement of Corporate Governance Practices (2005)

  • * reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
  • * monitoring senior management's performance and implementation of strategy, and ensuring that appropriate resources are available:
  • * approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;
  • * approving and monitoring financial and other reporting;
  • * corporate governance.

The Board has delegated responsibility to the Managing Director for:

  • * developing and implementing corporate strategies and making recommendations on significant corporate strategic initiatives;
  • * maintaining an effective risk management framework and keeping the Board and market fully informed about material risks;
  • * developing Plaspak's annual budget, recommending it to the Board for approval and managing day-to-day operations within the budget;
  • * managing day-to-day operations in accordance with standards for social and ethical practices which have been set by the Board;
  • * making recommendations for the appointment of senior management, determining terms of appointment, evaluating performance, and developing and maintaining succession plans for senior management roles; and,
  • * approval of capital expenditure and business transactions within predetermined limits set by the Board.

Plaspak's Board Charter is available in the corporate governance section of its website at www.plaspak.com.au

ASX Principle 2: Structure the board to add value.

ASX Recommendation 2.1: A majority of the board should be independent directors.

Plaspak: Independence.

A Plaspak director will be considered independent where he or she is:

  • * independent of management, that is, a non-executive director; and,
  • * free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of his or her unfettered and independent judgement.

Materiality is assessed on a case by case basis by reference to the director's individual circumstances rather than general materiality thresholds.

The Plaspak Board has made its own assessment to determine the independence of each director on the Board. It is the Board's view that each of the non-executive directors is independent.

The Board have established criteria for assessing independence of its directors and these can be found in the corporate governance section of the Plaspak website at www.plaspak.com.au.

Composition of the Board

The Plaspak Board comprises three non-executive directors and two executive directors.

The composition of the Board is set based on the following factors:

  • * the Company's Constitution provides for the number of directors to be not less than three and not more than ten as determined by the directors from time to time;
  • * the Board has adopted a policy that the position of Chairman will continue to be held by a non-executive director:
  • * consistent with the Company's objective that the Board should encompass a broad range of relevant expertise, the present Board consists of two directors with extensive successful plastics packaging industry experience, a practising Chartered Accountant, a practising Solicitor, and

a Director who consults in financial and general management and who has wide experience as a member of other listed company boards.

Plaspak's Constitution is available in the corporate governance area of its website at www.plaspak.com.au.

There is no shareholding requirement imposed upon directors under the Company's constitution. All of the Plaspak Board do, however, hold shares in the Company.

Details of all holdings by directors in the Company are detailed within the report of the directors.

ASX Recommendation 2.2: The chairperson should be an independent director.

The Chairman is selected by the Board from the non-executive directors.

The current chairman, Mr C Ryan, is a nonexecutive, independent director appointed by the Board. He has been a director of Plaspak since November 1995 and Chairman since March 1999.

ASX Recommendation 2.3: The roles of chairperson and chief executive officer should not be exercised by the same individual.

Plaspak: Plaspak's Chairman, Mr C Ryan, and its Managing Director, Mr D Hoff, have separate roles. The roles and responsibilities of the Chairman and the Managing Director are set out in the Board Charter which is available within the designated corporate governance area of the company website at www.plaspak.com.au.

ASX Recommendation 2.4: The board should establish a nomination committee.

Plaspak: Plaspak has elected not to adopt this recommendation because it considers that its existing selection and appointment practices, detailed within this Statement, are an efficient means of meeting the needs of the company, particularly having regard to the fact that Plaspak is a relatively small publicly listed company by comparison to other listed entities which is reflected by the size of its operations, board structure and composition.

The Plaspak Board consists of only five members. It is considered that further division of the Board for the purposes of establishing a formal committee structure would not achieve enhanced efficiency or enable the Board to add greater value to this process.

The small size of the Plaspak Board, and the nature of its business, means that Plaspak has the present capacity to consider director competencies, selection and nomination practices in the context of duly constituted meetings of the Board and as a part of its selfevaluation processes.

ASX Recommendation 2.5: Provide the information included in the Guide to reporting on Principle 2

  • * Skills, experience and expertise of each director.
  • * Term of Office

The qualifications, experience and expertise of the directors, and the respective terms in the office held by individual directors, are set out on page 20 of this Annual Report.

Names of Independent Directors

It is the Board's view that each of the following non-executive directors is independent:

  • Mr C Ryan
  • Mr J Wowk

Mr R Beath

Independent Professional Advice

Plaspak has in place a procedure whereby, after appropriate consultation, directors are entitled to seek independent professional advice, at the expense of Plaspak, to assist them to carry out their duties as directors. The policy of Plaspak provides that any such advice is made available to all directors.

Procedure for Selection and Appointment of New Directors

The process for appointing a director within Plaspak is that, when a vacancy exists, the Board identifies candidates with the appropriate expertise and experience, using external consultants as appropriate. The most suitable candidate is appointed but must stand for election at the next annual general meeting following the appointment.

Statement of Corporate Governance Practices (2005)

Consistent with the current law there is no retirement age for directors fixed by the Company's Constitution.

The process for re-election of a director is in accordance with the Company's Constitution. which requires that each year, at least one-third of the non-executive directors retire from office at the Annual General Meeting. The retiring directors may be eligible for re-election.

ASX Principle 3: Promote ethical and responsible decision-making.

ASX Recommendation 3.1: Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any key executives as to:

3.1.1 the practices necessary to maintain confidence in the company's integrity;

3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

Plaspak: Plaspak has developed a Code of Conduct for Directors and Executives which is designed to ensure that:

  • * high standards of corporate and individual behaviour are observed by all Plaspak directors and executives in the context of their respective roles and the performance of their duties with Plaspak; and,
  • * directors and executives are aware of their responsibilities to Plaspak under the terms of their appointment or contract of employment; and,
  • * all of the stakeholders of the Company can be guided by the stated values and policies of Plaspak.

In summary, the Code provides that directors, officers and executives must:

  • * act honestly, in good faith and in the best interests of the company;

  • * use due care, skill and diligence in the fulfilling their duties;

  • * use the powers of their position for a proper purpose, in the interests of the company;

  • * not make improper use of information acquired their position;

  • * not allow personal interests, or those of associates, conflict with the interests of the company;

  • * exercise independent judgement and actions;

  • * maintain the confidentiality of company information acquired by virtue of their position;

  • * not engage in conduct likely to bring discredit to the company;

  • * comply at all times with both the spirit and the letter of the law, as well as, policies of the company.

Directors of the company may act in a professional capacity for the Company or its controlled entities, other than as auditor of the Company. These arrangements are subject to the restrictions of the Corporations Act 2001 (Cth).

Disclosure of related party transactions is set out in the notes in the financial report.

Under the Constitution of the Company, and the Corporations Act 2001 (Cth), where the possibility of a conflict of interest exists and involves a director, directly or indirectly, the director must declare the fact, nature, character and extent of the conflict at the first meeting of Directors held after the relevant facts come to the directors' knowledge.

The director concerned does not receive copies of the relevant Board papers, if any, and withdraws from the Board meeting while such matters are considered by the remainder of the Board. Accordingly, the interested director takes no part in discussions nor exercises any influence over other members of the Board if a potential conflict of interest exists.

In addition, Plaspak has developed a series of policies designed to promote ethical and responsible decision making by directors. executives, employees and contractors of the Company, including:

  • * Trading Policy;
  • * Market Disclosure Policy;
  • * Privacy Policy;
  • * Occupational Health & Safety Policy;
  • * Code of Conduct and Ethics (General);
  • * Code of Conduct for Directors & Executives.

Employees are actively encouraged to report

activities or behaviour to senior management, the Company Secretary or the Board, which are a breach of the Code of Conduct and Ethics, other Plaspak policies or requlatory requirements or laws.

ASX Recommendation 3.2: Disclose the policy concerning trading in company securities by directors, officers and employees.

Plaspak: Directors, officers and employees are subject to the Corporations Act 2001 (Cth) relative to restrictions applying for, acquiring and disposing of securities in, or other relevant products of, the Company (or procuring another person to do so), if they are in possession of inside information.

Inside information is that information which is not generally available, and which if generally available, a reasonable person would expect it to have a material effect on the price or value of the securities in the Company.

Under the Plaspak Trading Policy, directors, officers and employees of the Company are restricted from trading in the Company's securities during the period of one month preceding the making of an announcement to the market by the Company relating to:

  • * the Company's Annual results;
  • * the Company's Half Year results;
  • * the Chairman's Address;
  • * any other matter for which disclosure is required to be made by Plaspak under the Listing Rules or Corporations Act.

In addition, all of the existing directors have entered into an agreement with the Company which requires on-going disclosure to the Company of any change in the directors' interests in securities, and in contracts relevant to securities, within three business days of the change occurring.

New directors are required to enter into this form of agreement making initial disclosure of the interests. A director who ceases to hold office must provide a final form of disclosure of their interests at the date of ceasing to be a director.

The Company notifies the ASX of the changes on behalf of the director as required by the Listing Rules.

ASX Recommendation 3.3: Provide the information indicated in Guide to reporting on Principle 3.

Copies of the Plaspak Code of Conduct for Directors and Executives and Trading Policy are available at www.plaspak.com.au/corporate\_governance.

ASX Principle 4: Safeguard integrity of financial reporting.

ASX Recommendation 4.1: Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing to the board that the company's financial reports present a true and fair view, in all material respects, of the company's financial condition and operational results and are in accordance with relevant accounting standards.

Plaspak: The Plaspak Board receive regular reports about the financial condition and operational results of Plaspak and its controlled entities.

The Managing Director and Group Financial Controller of Plaspak report in writing to the Board that the consolidated financial statements of Plaspak Group Limited and its controlled entities for each subsequent half year and full financial year present a true and fair view, in all material respects, of the Group's financial condition and operational results and are in accordance with accounting standards.

ASX Recommendation 4.2: The Board should establish an audit committee.

Plaspak: The Plaspak Board established an Audit Committee in 1994 and continues to provide assistance to the Board in accordance with its established Terms of Reference.

ASX Recommendation 4.3: Structure the audit committee so that it consists of:

  • * only non-executive directors:

  • * a majority of independent directors;

  • * an independent chairperson, who is not chairperson of the board;

  • * at least three members.

  • * have a mutual or conflicting interest with the company;

  • * be in a position where they audit their own work:

  • * function as management of the Company; or,

  • » have their independence impaired or perceived to be impaired in any way.

Specifically, the external auditor will not normally provide the following types of services to the Company:

  • * bookkeeping or other services relating to the accounting records or financial statements of the Group;
  • * financial information or information technology systems design and implementation;
  • * appraisal and valuation services, fairness opinions or contributions-in-kind reports;
  • * actuarial services;
  • * internal audit outsourcing services;
  • * management functions, including temporary staff assignments or human resource services, including recruitment of senior management;
  • » broker or dealer services, investment advisor, corporate finance or investment banking services; and
  • * legal and litigation support services.

Procedures are in place governing approval of any non-audit work before the commencement of any engagement.

BDO (formerly BDO Nelson Parkhill) have been the appointed independent external auditors of Plaspak Group Limited since listing in 1994 and continue to act in this role for the consolidated entity.

Subject to transitional rules, the Board has elected to adopt a policy which is consistent with the primary and secondary rotation obligations regarding auditors introduced by CLERP 9 such that:

  • * the lead or review audit partner's responsibilities may not be performed by the same person for longer than five successive years ("primary rotation obligation"); and
  • * the lead or review audit partner's responsibilities may not be performed by the same person for more than five out of seven successive years ("secondary rotation obligation").

In addition, the Board requires a minimum of two consecutive years "cooling off" period before an auditor undergoing rotation can return to playing a significant role in the audit of the Company.

The present lead audit partner for Plaspak is Mr Kevin Reid,

Mr Reid will be replaced, by rotation, as lead audit partner for the Company for the financial year commencing 1 July 2006.

ASX Principle 5: Make timely and balanced disclosure.

ASX Recommendation 5.1: Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance.

Plaspak: The Plaspak Board is committed to keeping its shareholders, and the market, fully informed of major developments having an impact on the Company.

Comprehensive procedures are in place to identify matters that are likely to have a material affect on the price, or value, of the Plaspak securities and to ensure those matters are notified to the ASX in accordance with the Listing Rule disclosure requirements.

Senior management and the Board are responsible for scrutinising events and information to determine whether the disclosure of the information is required in order to maintain the market integrity of the Company's shares listed on the ASX.

The Company Secretary is responsible for all communications with the ASX.

ASX Recommendation 5.2: Provide the information indicated in Guide to reporting on Principle 5.

Compliance with Listing Rule Disclosure Requirements.

The procedures relating to the notification of price sensitive information to the ASX and the subsequent posting of announcements on the Plaspak website are detailed within the Plaspak Market Disclosure Policy available at www.plaspak.com.au/corporate\_governance

Statement of Corporate Governance Practices (2005)

ASX Principle 6: Respect the rights of shareholders.

ASX Recommendation 6.1: Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.

Plaspak: Plaspak recognises the right of shareholders to be informed of matters, in addition to those prescribed by law, which affect their investments in the Company.

The Plaspak Shareholder Communication Policy, available at www.plaspak.com.au/ corporate governance, demonstrates Plaspak's commitment to:

  • * dealing fairly, transparently and openly with both current and prospective shareholders;
  • * the use of available channels and cost effective technologies to reach shareholders who may be geographically dispersed and in order to communicate promptly with all shareholders; and,
  • * facilitating participation in shareholders meetings and dealing promptly with shareholder enquiries.

Plaspak communicates information to shareholders through:

  • * the annual report;
  • * disclosures to the ASX and ASIC;
  • » notices and explanatory memoranda of annual general meetings and general meetings;
  • * occasional letters from the Managing Director and Chairman to inform shareholders of key matters of interest; and,
  • * the Company's website on the internet at: www.plaspak.com.au

The Board encourages active participation by shareholders at the Annual General Meetings, or other General Meetings, to ensure a high level of accountability and understanding of Plaspak's strategy, performance and goals.

Consistent with best practice, important issues are presented to shareholders as single resolutions expressed in plain, unambiguous language. Proceedings are held in a locality, and at a readily accessible venue, conducive to maximising the number of shareholders present, and able to participate, at the meeting. Shareholders are provided with opportunities of asking the Board questions regarding the management of the Company.

ASX Recommendation 6.2: Request 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.

Plaspak: Plaspak ensures that the lead external audit partner, or representative, attends the Annual General Meeting, or other general meetings, of the Company and that shareholders are afforded the opportunity of asking the auditor questions regarding the conduct of the audit, the content of the audit report or any issues arising from the audit or preparation of the report.

ASX Principle 7: Recognise and manage risk

ASX Recommendation 7.1: The board or appropriate board committee should establish policies on risk oversight and management.

Plaspak: The Board of Plaspak Group Limited ("Plaspak") recognise that effective management of risk is an integral part of good management and vital to the continued growth and success of the Plaspak Group of Companies.

The Plaspak Board is responsible for the oversight of the group's risk management and control framework.

The Board has implemented a policy framework designed to ensure that the group's risks are identified, analysed, evaluated, monitored, and communicated within the organisation on an on-going basis, and that adequate controls are inplace and functioning effectively.

This risk management and control policy framework incorporates the maintenance of appropriate policies, procedures and quidelines which address Plaspak's unique operating environment and is utilised by the Board as a means of identifying opportunities and avoiding or mitigating losses in the context of Plaspak's businesses.

The Board oversees management's risk management and control processes including the development of risk profiles as a part of the overall business and strategic planning process.

The Managing Director has ultimate responsibility for control and management of operational risk and the implementation of avoidance or mitigation measures within the group and may delegate control of these risks to the appropriate level of management at each site.

The Board regularly monitors the operational and financial performance of the Company and the economic entity against budget and other key performance measures. The Board also receives and reviews advice on areas of operational and financial risk and develops strategies, in conjunction with management, to mitigate those risks.

Each month, a report is presented to the Board by the Managing Director. The reports encompass matters including actual sales, costs and profitability against budgetted forecasts, work place safety, compliance with tax and superannuation legislation and environmental conformance. Reports are prepared and submitted on a monthly basis by the Group Financial Controller in relation to the overall financial position of the Group. The Board is regularly briefed by the Managing Director and senior management on market and operational factors which may impact on the performance of the Group.

ASX Recommendation 7.2:

The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to the board in writing that:

7.2.1 the statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board;

7.2.2 the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

Plaspak: The Managing Director and Group Financial Controller of Plaspak report in writing to the Board that:

* the statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound

system of risk management and internal compliance and control which implements the policies adopted by the board;

* the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

ASX Recommendation 7.3: Provide the information indicated in Guide to reporting on Principle 7.

Plaspak: Plaspak has made a description of its risk management policy and internal compliance and control system publicly available and posted it to its website in the designated corporate governance area at www.plaspak.com.au.

ASX Principle 8 Encourage Enhanced Performance

ASX Recommendation 8.1: Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives.

Plaspak: The Board has adopted an on-going. self-evaluation process to measure its own performance and the performance of its committee during the reporting period.

The Chairman meets periodically with individual directors to discuss the performance of the Board and the director. In addition, an evaluation is undertaken by the Chairman of the contribution of directors retiring by rotation prior to the Board endorsing their candidature.

The review process involves consideration of all of the Board's key areas of responsibility and accountability and is based on an amalgamation. of factors including capability, skill levels, understanding of industry complexities, risks and challenges, and value adding contribution to the overall management of the business.

The outcomes of the self-assessment program are used to enhance the effectiveness of individual directors and the Board collectively.

The performance of key executives is monitored by means of scrutiny by the Board of regular monthly reports provided by management regarding the group financial performance and forecasted results, presentations and operational reports, and the achievement of predetermined performance objectives.

Statement of Corporate Governance Practices (2005)

Enhanced effectiveness of the Board and management is also addressed through:

Board Meetings

The frequency of Board meetings and directors' attendance at those meetings is detailed within the report of the directors. Directors are expected to prepare for meetings in a manner which will enable them to attend and participate at the meeting.

Directors are also required to make on-site visits and attend workshops as required.

Board Papers & Agendas

Board agendas are structured throughout the year in order to ensure that each of the significant responsibilities of the Board is addressed.

Directors receive board packs prior to each meeting which detail financial, operational and strategy reports from senior management who are available to discuss reports with the Board.

Access to information

All directors have access to company records and information, and receive regular detailed financial and operational reports from senior management.

The Company Secretary is available to all Directors and may be consulted on on-going issues of corporate governance, the Plaspak Constitution and the law. In addition, the Chairman and other independent non-executive directors regularly consult with the Managing Director and Financial Controller, and may conferand request additional information from any Plaspak employee. Management are available to discuss reports, and any issue arising, with the Board as required.

The Board collectively, each Board Committee and each individual Director has the right, following appropriate consultation, to seek independent professional advice at Plaspak's expense to help them carry out their responsibilities.

A copy of the process for performance evaluation of the board, its committees and individual directors, and key executives is available in the designated area for corporate governance on the Company website at www.plaspak.com.au.

ASX Principle 9: Remunerate fairly and responsibly

ASX Recommendation 9.1: Provide disclosure in relation to the company's remuneration policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance.

Plaspak: The broad remuneration policy objective of Plaspak is to ensure that the emoluments provided properly reflect the person's duties and responsibilities and is designed to attract, retain and motivate executives of the highest quality and standard to enable the organisation to succeed.

Plaspak is committed to making timely disclosure of all relevant information relating to its remuneration practices and policies in the context of its reporting obligations in the corporate governance statement, in its annual report, and pursuant to continuous disclosure requirements.

The Company's policies relating to the remuneration of Directors, Officers and Senior Executives and the level of their remuneration are set out in the Directors' Report on page 40 of the Annual Report and Note 5 to the Financial Report.

ASX Recommendation 9.2: The board should establish a remuneration committee.

Plaspak: Plaspak has elected not to adopt this recommendation because it considers that its existing remuneration practices, detailed within this Statement, are an efficient means of meeting the needs of the company, particularly having regard to the fact that Plaspak is a relatively small publicly listed company by comparison to other listed entities which is reflected by the size of its operations, board and management structure and composition.

The Plaspak Board consists of only 5 members. It is considered that further division of the Board for the purposes of establishing a formal remuneration committee structure would not achieve enhanced efficiency or enable the Board to add greater value to this process.

The small size of the Plaspak Board, the nature of its business and its management structure,

means that Plaspak has the present capacity to giving due consideration to the overall remuneration policies and strategies of the company during the conduct of its regular board meetings and by appropriate recourse to relevant market data and, where applicable, to external executive remuneration consultants.

ASX Recommendation 9.3: Clearly distinguish the structure of non-executive directors' remuneration from that of executives.

Plaspak:

The aggregate remuneration of non executive directors is approved by shareholders.

Individual directors' remuneration is determined by the board within the approved aggregate total (currently up to a maximum of $275,000 per year as determined at the 2003 Annual General Meeting).

In determining the appropriate level of directors' fees, data from surveys undertaken of other public companies similar in size or market section to Plaspak is taken into account.

Non-executive directors are not entitled to participate in performance based remuneration practices unless approved by shareholders.

Non-executive directors of Plaspak are remunerated by means of the payment of cash benefits. Plaspak does not currently have in place a retirement benefit scheme or allowance for its non-executive directors.

Executive directors do not receive directors' fees.

A review of the compensation arrangements for the Managing Director and Senior Executives is conducted by the full Board at a duly constituted Directors' Meeting. The review is performed annually and is based on criteria which include the individual's performance, market rates paid for similar positions and the results of the Company during the relevant period.

Recommendation 9.4: Ensure the payment of equity based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.

Plaspak: The Plaspak Executive Incentive Scheme (PEIS) has been approved by shareholders and provides the Board with the discretion to grant options and provide loans to Eligible Executives for the purpose of acquiring Scheme Shares.

The Board ensures that the payment of equitybased executive remuneration is made in accordance with thresholds established by the PEIS and exercises its discretion under the Scheme in a manner consistent with the broad remuneration policy objectives of the Company.

ASX Recommendation 9.5: Provide the information indicated in Guide to reporting on Principle 9.

Plaspak: A copy of the Plaspak Remuneration Policy, and a summary of the PEIS, has been made publicly available in the designated corporate governance area of its website at www.plaspak.com.au.

ASX Principle 10: Recognise the legitimate interests of stakeholders.

ASX Recommendation 10.1: Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.

Plaspak is committed to the operation of its business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of the company and the industry in which it operates.

The Board has approved a Code of Conduct and Ethics ("Code") which applies to all directors, executives, management and employees without exception.

In addition, the conduct of directors and executives is also governed by Code of Conduct for Directors and Executives formulated in response to ASX Recommendation 3.1.

Copies of the Code and Code of Conduct for Directors and Executives are available within the designated corporate governance area of the company website at www.plaspak.com.au

ASX Corporate Governance Council Best Practice Recommendations

ASX Principle Reference ® Compliance
Principie 1 Lay sofid foundations for management and oversight
1.1 Formalise and disclose the functions reserved to the boardand those delegated to management. 21-22 Comply
Principle 2 Structure the board to add value
2.1 A majority of the board should be independent directors. 22-23 Comply
2.2 The chairperson should be an independent director. 23. Comply
2.3 The roles of chairperson and chief executive officer shouldnot be exercised by the same individual. 23 Comply
2.4 The board should establish a nomination committee. 23 Do not Comply
2.5 Provide the information indicated in Guide to reporting onPrinciple 2. 23-24 Comply
Principie 3 Promote ethical and responsible decision-making
3.1 Establish a code of conduct to guide the directors, the chiefexecutive officer (or equivalent), the chief financial officer (orequivalent) and any other key executives as to: 24-25 Comply
3.1.1 the practices necessary to maintain confidence in thecompany's integrity;
3.1.2 the responsibility and accountability of individuals forreporting and investigating reports of unethical practices.
3.2 Disclose the policy concerning trading in company securitiesby directors, officers and employees. 25 Comply
3.3 Provide the information indicated in Guide to reporting onPrinciple 3. 25 Comply
Principie 4 Safeguard Integrity of financial reporting
4.1 Require the chief executive officer (or equivalent) and thechief financial officer (or equivalent) to state in writing to theboard that the company's financial reports present a true andfair view, in all material respects, of the company's financialcondition and operational results and are in accordance withrelevant accounting standards. 25 Comply
4.2 The board should establish an audit committee. 25 Comply
4.3 Structure the audit committee so that it consists of: 25-26 Do not Comply
* only non-executive directors
* a majority of independent directors
* an independent chairperson, who is not chairpersonof the board
* at least three members.
4.4 The audit committee should have a formal charter. 26 Comply
ASX Principle Reference ® Compliance
4.5 Provide the information indicated in Guide to reporting onPrinciple 4. 26-27 Comply
Principie 5 Make timely and balance disclosure
5.1 Establish written policies and procedures designed to ensurecompliance with ASX Listing Rule disclosure requirementsand to ensure accountability at a senior management levelfor that compliance. 27 Comply
5.2 Provide the information indicated in Guide to reporting onPrinciple 5. 27 Comply
Principie 6 Respect the rights of shareholders
6.1 Design and disclose a communications strategy to promoteeffective communication with shareholders and encourageeffective participation at general meetings. 28 Comply
6.2 Request the external auditor to attend the annual generalmeeting and be available to answer shareholder questionsabout the conduct of the audit and the preparation andcontent of the auditor's report. 28 Comply
Principie 7 Recognise and manage risk
7.1 The board or appropriate board committee should establishpolicies on risk oversight and management. 28-29 Comply
7.2 The chief executive officer (or equivalent) and the chieffinancial officer (or equivalent) should state to the board inwriting that: 29 Comply
7.2.1 the statement given in accordance with best practicerecommendation 4.1 (the integrity of financial statements) isfounded on a sound system of risk management and internalcompliance and control which implements the policiesadopted by the board
7.2.2 the company's risk management and internalcompliance and control system is operating efficiently andeffectively in all material respects.
7.3 Provide the information indicated in Guide to reporting onPrinciple 7. 29 Comply

ASX Corporate Governance Council Best Practice Recommendations

ASX Principle Reference ® Compliance
Principle 8 Encourage enhanced performance
8.1 Disclose the process for performance evaluation of theboard, its committees and individual directors, and keyexecutives. 29-30 Comply
Principle 9 Remunerate fairly and responsibly
9.1 Provide disclosure in relation to the company's remunerationpolicies to enable investors to understand (i) the costsand benefits of those policies and (ii) the link betweenremuneration paid to directors and key executives andcorporate performance. 30 Comply
9.2 The board should establish a remuneration committee. 30-31 Do not comply
9.3 Clearly distinguish the structure of non-executive directors'remuneration from that of executives. 31 Comply
94 Ensure that payment of equity-based executiveremuneration is made in accordance with thresholds setin plans approved by shareholders. 31 Comply
9.5 Provide the information indicated in Guide to reporting onPrinciple 9. 31 Comply
Principle 10 Recognise the legitimate interests of stakeholders
10.1 Establish and disclose a code of conduct to guidecompliance with legal and other obligations tolegitimate stakeholders. 31 Comply

1 Reference refers to the relevant page(s) of this Corporate Governance Statement.

Mandal andala

Comana

Directors Report Statements of Financial Performance Statements of Financial Position Statements of Cash Flows Notes to and forming part of the Accounts Directors' Declaration Independent Audit Heport Auditor's Independence Declaration Additional Information for Listed Public Companies

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Directors' Report

Your directors present their report on the parent entity and its controlled entities for the financial year ended 30 June, 2005.

Directors

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

Colin Francis Ryan - Chairman David Alfred Hoff - Managing Director Glenn Robert Molloy Raymond Michael Beath Jury Ivan Wowk

Details of the directors' qualifications, experience, responsibilities and interests in shares and options of the company, together with details of other directorships of other listed public companies in the preceding three years, are included on page 20 of the Annual Report.

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

Company Secretary

The Company Secretary in office at the end of the financial year was Mr Robert Nicholls.

Details of the qualifications and experience of the Company Secretary are included on page 20 of the Annual Report.

Principal activities

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

  • * the manufacture and marketing of plastic products including bottles, jars, containers and closures; and
  • * the import and wholesale of trigger sprays products.

In January 2005, the consolidated entity acquired York Group Limited (York).

At the time of acquisition by Plaspak, the activities of York were as follows:

* the importation and distribution of hardware, lighting and industrial products;

  • » manufacture and distribution of plastic products;
  • » manufacture, assembly and distribution of power generators; and
  • * the design, manufacture and distribution of portable underground mining equipment.

The consolidated entity ceased to be involved in the importation and distribution of hardware products as a result of the sale of this division in June 2005.

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

Operating Results

The consolidated profit of the consolidated entity after providing for income tax and eliminating outside equity interests amounted to $3,424,000.

Dividends Paid or Recommended

Dividends paid or recommended for payment are as follows:

Dividend of $0.0375 per share paid in November, 2004 as recommended in last year's report. $2,550,000

Interim dividend of $0.0275 per
share paid in April, 2005. $1,870,000
_______________________________________

Final ordinary dividend of $0.0375 per share as resolved by the Directors to be paid on 11 November 2005. $2,550,000

Review of Operations

Information on the entity's operations, financial position, business strategies and prospects for the future is contained within the Chairman and Managing Director's Overview and the Review of Operations included in the Annual Report accompanying these accounts.

Financial Position

The net assets of the consolidated entity have increased by $114,000 from 30 June 2004.

The main changes in the financial position have resulted from the following:

  • * the acquisition of York Group Limited and its consolidation into the consolidated entity:
  • * increase in interest in Landmark Property Syndicate from 43.7% to 85.2% and its subsequent consolidation into the consolidated entity;
  • * increase in borrowings of $29.4 million as a result of the York acquisition and Landmark Property Syndicate, coupled with delays in the sale of the Yalgar Road, Kirrawee property.

Directors are cognisant of the debt level and are addressing strategies which will achieve a reduction during the course of the current year.

Significant Changes in the State of Affairs

In January 2005 Plaspak gained a controlling interest in York Group Limited after a successful on market takeover bid. The remaining shares in York were subsequently compulsorily acquired.

The cost of this acquisition to Plaspak was $12,056,000 plus the assumption of approximately $9 million in debt.

On completion of the take-over, Plaspak initiated a thorough review of the businesses owned by the four York subsidiaries.

As a result of this review, Plaspak proceeded with a trade sale of the business and assets of ERT Products Pty Ltd. The trade sale was completed on 3 June 2005 and realised cash of approximately $2,500,000.

Subsequent to the 30 June 2005, Plaspak completed the sale of its shareholding in Advanced Power Pty Ltd at a sale price of $3,500,000 which is to paid by the purchaser in three tranches. $1,100,000 was paid on completion and the balance of $2,400,000 will be paid between 14 September 2006 and 14 March 2007.

Each of the sale transactions yielded a small profit and the sale proceeds from both transactions have/will be applied to debt reduction.

The remaining two York subsidiaries will continue as part of the Plaspak Group.

In February 2005, the Landmark Property Syndicate No 4 initiated a redemption of units in the syndicate which resulted in an increase in Plaspak's equity in the syndicate from 43.7% to 85.2%. This resulted in this entity being consolidated rather than treated as an equity investment. Plaspak is in the process of acquiring the remaining units in the syndicate.

After Balance Date Events

On 14 September 2005, a contract for the sale of Advanced Power Pty Ltd for $3.5 million was entered into and completed. This company formed the whole of the Generator Operations segment of the Consolidated Entity. The effective date of the sale was 1 July 2005.

No other matter or circumstance has arisen since the end of the financial vear which is not otherwise dealt with in this report or in the Consolidated Financial Statements that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

Future Developments

The likely developments in the operations of the consolidated entity and the expected results of those operations in financial years subsequent to the year ended 30 June 2005 are included in detail in the Chairman and Managing Directors' Overview section of the Annual Report.

Efforts are being concentrated on improving the traditional packaging businesses and proceeding with the integration and rationalisation of the York subsidiaries.

A matter of importance being addressed in the current year is a reduction in debt levels.

Environmental Issues

Plaspak maintains a waste minimisation program to ensure the amount of plastic entering the waste stream is minimised. Minimisation of product weight and recycling of scrap is optimised wherever possible.

Plaspak remains dedicated to minimising the effect of its operation on the environment.

Directors' Report

In December 1999 Plaspak Group became a signatory to 'The National Packaging Covenant' a co-operative self-regulatory approach between industry and all sections of government to the lifecycle management of packaging and paper including its recovery, utilisation and ultimate disposal.

During the reporting period, the fifth 'Plaspak Group Limited Action plan' was registered by the National Packaging Covenant Secretariat. The 12 month Plaspak Action Plan was renewed during the reporting period. A committee has been established to monitor the performance of the company against measured environmental outcomes detailed within the plan and to ensure the longevity of the Plaspak Action plan through a process of continual improvement.

Plaspak has otherwise complied with all government legislation and regulations with respect to disposal of waste plastic and other materials and has not received any notices of breach of environmental regulations.

Proceedings on Behalf of Company

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

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

Remuneration Report

This report details the nature and amount of remuneration of directors and the secretary of the company and for each of the 5 named group executives of the consolidated entity receiving the highest remuneration for the year ended 30 June 2005.

Remuneration Policy

The remuneration policy of Plaspak has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific short-term incentives based on key performance areas affecting the consolidated entity's financial results.

The Board of Plaspak believes the remuneration policy to be appropriate and effective in its ability to attract, retain and motivate directors and executives of the highest quality and standard to manage the affairs of the consolidated entity, as well as, create goal congruence between directors, executives and shareholders.

The remuneration policy, setting the terms and conditions for directors, executives and management was developed by the Board. The policy for determining the nature and amount of remuneration for board members and senior executives of the consolidated entity is as follows:

Remuneration of non-executive directors is determined by the Board from the maximum amount available for distribution to the nonexecutive directors as approved by shareholders. Currently this amount is set at $275,000 per annum in aggregate as approved by shareholders at the 2003 Annual General Meeting.

In determining the appropriate level of directors' fees, data from surveys undertaken of other public companies similar in size or market section to Plaspak is taken into account.

Non-executive directors are remunerated by means of cash benefits. They are not entitled to participate in performance based remuneration practices unless approved by shareholders. The Company will not generally use options as a means of remuneration for non-executive directors and will continue to remunerate those directors by means of cash benefits.

Plaspak does not provide retirement benefits for it's non-executive directors.

Executive directors do not receive directors' fees.

The Board of Directors is responsible for approving remuneration policies and packages applicable to senior executives of the company. The broad remuneration policy is to ensure that the remuneration package properly reflects the person's duties and responsibilities and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality and standard.

A review of the compensation arrangements for executive directors and senior executives is conducted by the full Board at a duly constituted Directors meeting.

The Board conducts its review annually based on established criteria which includes:

  • * the individual's performance;
  • * reference to market data for broadly comparable positions or skill sets in similar organisations or industry;
  • * the Company's performance during the relevant period; and
  • * the broad remuneration policy of the consolidated entity.

Senior executives and executive directors may receive bonuses based on the achievement of specific goals of the consolidated entity.

An executive incentive scheme approved by shareholders is in place, which provides the board with the discretion to grant options and provide loans to Eligible Executives for the purpose of acquiring Scheme Shares. A summary of the terms and conditions of the scheme may be found in the designated area for corporate governance on the Company website at www.plaspak.com.au.

The Board exercises its discretion under the Plaspak Executive Incentive Scheme in a manner consistent with the broad remuneration policy objectives of the consolidated entity. The grant of options to executives is linked to significant performance hurdles including the exercise price of the options being subject to material improvement in company performance (measured by its share price) during a restricted exercise period.

Company Performance, Shareholder Wealth and Directors and Executives Remuneration

The Remuneration Policy has been designed to achieve the goal congruence between shareholders, directors and executives. The two methods employed in achieving this aim are:

  • (1) a performance based bonus for executives based on key performance indicators; and
  • (2) the issue of options to executives to encourage the alignment of personal and shareholder interests.

The company believes this policy to have been effective in increasing shareholder wealth and in retaining quality employees committed to the long term objectives of the company.

A significant proportion of eligible bonus pavments to Group Executives is linked to the earnings of either the:

  • (a) consolidated entity; or
  • (b) individual company in which the relevant executive performs his or her primary duties and responsibilities.

The Managing Director is obliged to meet key performance measures based on pre-determined EPS targets before becoming eligible for a bonus payment.

No bonus payments have been made to the Managing Director or Group Executives of the company in respect of earnings objectives during the year or in respect of the preceding four years.

Directors' Report

Details of Remuneration for the year ended 30 June 2006

G.R.Molloy C.F.Ryan J.I.Wowk R.M.Beath D.A.Hoff
Directors of Company
Directors Fees 72,000 48,000 48,000
Management Services 124,000
Salary 208,000
Superannuation 83,584
Allowances 18,000
Options
Non-cash Benefits 36,639
Total 142,000 72,000 48,000 48,000 328,223
Company Secretary of Company
R.J.Nicholls
Base Pay 120,000
Bonus 9,540
Superannuation 10,800
Non-Cash Benefits 18,309
Total 158,649
P.L.Crocker M.T.Fryer A.Csillag A.M.Connell C.J.Salmon
Relevant Group Executives of Consolidated Entity
Base Pay 183,826 118,000 150,571 157,500 172,285
Bonus 5,340 3,450 16,131 13,500
Superannuation 17,758 10,598 22,948 14,175 21,174
Non-Cash Benefits 20,615 47,905 27,600 21,076 25,321
Total 227,539 179,953 217,250 192,751 232,280

A.M.Connell, A.Csillag and C.J.Salmon were Relevant Group Executives (as defined by the Corporations Act) of the Consolidated Entity from 25 January 2005.

The remuneration detailed for each of these executives reflects the amount paid for the full financial year ended 30 June 2005.

Performance Income as a Proportion of Total Remuneration

Performance based bonuses are based on set monetary figures and not on proportions of salary. This has resulted in the proportions of remuneration related to performance varying between individuals. The Board has set these bonuses to encourage achievement of specific goals that have been given a high level of importance in relation to growth and profitability of the consolidated entity.

Options issued as Part of Remuneration for the year ended 30 June 2005

Options are issued to executives as part of their remuneration. The options are issued to encourage goal alignment between executives, directors and shareholders.

No options were issued to directors or specified executives during the year.

During the year, Mr D Hoff exercised 100,000 options each for 1 share in the company that were granted to him at 76 cents and were fully paid. The remuneration benefit was previously recognised at the time of issue of the options.

No other options previously issued to directors or the specified executives were exercised during the year.

100,000 options previously issued to D Hoff and exercisable at $0.90 cents per option lapsed during the year.

Employment Contracts

The remuneration and other terms of employment of the Managing Director, David Hoff are formalised in a Service Agreement. The major provisions of the Service Agreement are as follows:

  • * Term of agreement four years commencing 1 July 2004.
  • * Base salary inclusive of superannuation to be reviewed annually by the Board of Directors.
  • * Provision of a fully maintained motor vehicle.
  • » Payment of a termination benefit equal to 12 months of the current base salary and benefits in the event that either party does not renew the Service Agreement on expiry of the four year term.
  • * Payment of a termination benefit on early termination by the employer, other than in specified circumstances based on misconduct or non-performance, equal to the current base salary and benefits for 12 months or the remaining term of the agreement whichever is the greater.
  • * A notice period of six months in respect of early termination of the agreement.
  • * The payment of a performance related cash bonus based on the Consolidated Entity achieving specified earnings per share targets.

The remuneration and other terms of engagement of Glenn Molloy, an executive director and consultant, are formalised by agreement in the Minutes of a Meeting of the Directors, which:

  • » provide for an agreed daily rate for attendances at Board meetings ($4,000) and when undertaking consultancy services on behalf of the consolidated entity ($3,000);
  • * do not include any performance related bonus payments, termination or other benefits.

There are no formalised written contracts in place with any other Group Executives.

Any termination payment entitlements would be as determined by general employment law.

Directors' Report

Options

There were 1,775,000 options outstanding as at the date of this report.

These consisted of:

  • 575,000 executive share options with exercise prices ranging from 73 cents to $1.21;
  • 900,000 non-executive director options granted during the 2003 financial year at an exercise price of $1.65; Mr J. Wowk, Mr C. Ryan and Mr R. Beath were each issued with 300,000 of these options.
  • $-300,000$ executive director options granted to the Managing Director, David Hoff, in prior years with exercise prices ranging from 90 cents to $1.86.

445,000 executive options were exercised during the financial year at an average exercise price of $0.67.

At the date of this report, the unissued ordinary shares of Plaspak Group Limited under option are as follows:

Grant Date Expiry Date Exercise Number of
Price Options
11 Oct 00 11 Oct 05 $0.73 75,000
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
10 May 01 10 May 06 $0.73 75,000
1 Jul 01 1 Jul 06 $0.83 25,000
30 Jul 01 30 Jul 06 $0.83 125,000
31 May 02 31 May 06 $1.86 100.000
12 Aug 02 12 Aug 07 $1.65 900.000
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,22 Mar 02 22 Mar 07 $1.21 125.000
31 May 03 31 May 07 $1.40 200,000
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,17 Nov 03 17 Nov 08 $1.12 75,000
24 May 04 24 May 09 $1.13 75,000
Total 1,775,000

Directors Interests

Particulars of Directors' interests in shares as at the date of this report are as follows:

Ordinary Shares Datiaas
114944444444444444444444444444444444444
Colin Francis Ryan 500,000 300,000
David Alfred Hoff 856.960 300.000
Glenn Robert Molloy 7.572.893
Jury Ivan Wowk 87.302 300,000
Raymond Michael Beath 42.821 300.000

Meetings of Directors

During the financial year, meetings of directors (including committee meetings) were held.

Attendances were:VISIONAS TERRITORIA (STATISTICA E PARA INTERNATIONALITATIONI NumberEligibleEligible to attend Directors' MeetingsNumberAttended Committee MeetingsNumberEligibleto attend NumberAttended
Colin Francis Ryan
Glenn Robert Molloy
Jury Ivan Wowk
Raymond Michael Beath
David Alfred Hoff

Directors' Report

Risk & Control Compliance Statement

Under ASX Listing Rules and the ASX Corporate Government Council's Principle of Good Corporate Governance and Best Practice Recommendations ("the Principles"), the company is required to disclose in its Annual Report the extent of its compliance with the Principles.

The directors have implemented internal control processes for identifying, evaluating, and managing significant risks to the achievement of the company's objectives. These internal control processes cover financial, operational and compliance risks. The company's corporate governance practices are outlined in the Statement of Corporate Governance within the Annual Report.

The directors have received and considered the annual control certification from the Managing Director and the Group Financial Controller in accordance with the Principles relating to financial risks.

Material associates and joints ventures, which the company does not control, are not dealt with for the purposes of this statement.

Throughout the reporting period, and as the date of signing of this annual report, the company was in compliance with 25 out of the 28 Principles in all material respects.

Audit Committee

The consolidated entity has an audit committee, comprised of two non-executive directors Mr R. Beath and Mr C. Ryan. External auditors are invited to attend from time to time.

Directors' and Auditors' Indemnification

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

The company has paid premiums to insure all Directors of the parent entity and officers of the consolidated entity against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director or officer of the company, other than conduct involving a wilful breach of duty in relation to the company. The amount of the premium was $20,073.

Directors' Benefits

Since 30 June 2004, no director has received or become entitled to receive a benefit because of a contract made by the consolidated entity, or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest except $for$

(a) Mr Glenn Molloy has an interest in Corso Investments Pty Ltd and Corso Management Services Pty Limited, which provide management services to the consolidated entity.

Mr Glenn Molloy had an interest in Spa Finders Pty Ltd, which provided rental accommodation to the consolidated entity.

Mr Glenn Molloy has an interest in and is a director of HomeLeisure Limited which purchases products from the consolidated entity in the ordinary course of business.

  • (b) Mr Raymond Beath who is a director of Holden & Bolster Avenir Pty Ltd which provides tax services to the consolidated entity in the ordinary course of business.
  • (b) Mr Jury Wowk who is a partner in Doherty Partners which provides legal services to the consolidated entity in the ordinary course of business.

Mr Jury Wowk who is a director of HomeLeisure Limited which purchases products from the consolidated entity in the ordinary course of business.

This statement excludes a benefit included in the aggregate amount of remuneration received or due and receivable by directors and shown in the company's accounts, or the fixed salary of a fulltime employee of the parent entity, controlled entity, or related body corporate.

Non-audit Services

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

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

The following fees for non-audit services were paid to the external auditors during the year ended 30 June 2005:

General business services, including consulting on international accounting standards $$10,000$

Audit Independence

The lead auditor's independence declaration for the year ended 30 June 2005 has been received and can be found on page 93 of the Annual Report.

Rounding of Accounts

The parent entity has applied the relief available to it in ASIC Class Order 98/100 and, accordingly, amounts in the financial statements and directors' report have been rounded to the nearest thousand dollars.

Signed in accordance with a resolution of the Board of Directors.

Eft.

Colin Francis Ryan Director

Sydney 27th September 2005

Statements of Financial Performance

Consolidated entity Parent entity 2005 2004 2005 2004 Note $000s $000s $000s $000s maman Sales Revenue 89,572 73.817 $2(a)$ Cost of sales $(66,744)$ $(54, 550)$ L. 19,267 Gross profit 22,828 Dividends received from related corporations L. 5,000 8,000 $\overline{\phantom{a}}$ Distribution received from controlled trust 183 647 u, $\equiv$ Interest Received 113 100 99 89 Profit/(Loss) on sale of assets 158 692 $\overline{\phantom{0}}$ $\overline{a}$ 9 8 Foreign exchange gains $\overline{a}$ $\overline{\phantom{a}}$ Other revenues from ordinary activities 1,042 476 6 Warehouse and Distribution expenses $(5,910)$ $(4, 316)$ $\overline{a}$ $\overline{a}$ Selling Expenses $(2,455)$ $(1,710)$ $\overline{\phantom{0}}$ $\overline{\phantom{0}}$ Administrative expenses $(111)$ $(8, 149)$ $(5,803)$ $(127)$ $(2,946)$ Borrowing costs $(2,063)$ $(1,037)$ $(662)$ Profit from ordinary activities before income tax expense 4.689 6.652 4,140 7.947 $\overline{2}$ Income tax (expense)/credit attributable to profit $(1, 248)$ 257 $(1,306)$ 3 $(474)$ Profit after income tax 3,441 6,909 3,666 6.641 Outside equity interests in profit after income tax 26 $(17)$ $\ddot{ }$ Net profit after income tax attributable to members of the parent entity 25 3,424 6.909 3.666 6,641 Net exchange differences on translation of financial report of foreign controlled entity 24 10 7 $\overline{a}$ Total revenues, expenses and valuation adjustments attributable to members of parent entity recognised $\overline{7}$ 10 directly in equity Total changes in equity other than those resulting from transactions with owners as owners 3,434 6,916 3,666 6,641 Cents Cents Basic earnings per share (cents per share) $\overline{7}$ $5.0$ $10.3$ Diluted earnings per share (cents per share) $\bar{7}$ $5.0$ $10.3$

The accompanying notes form part of these financial statements

Statements of Financial Position

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005$000s 2004$000s
Current assets
Cash 8 346 123 105 534
Receivables 9 23,183 14,440 7 165
Inventories 10 18,621 11,094 ÷.
Property, plant and equipment held for resale 13 2,438 2,226
Other 11 1,343 753 246 49
Totai current assets 45,931 28,636 358 748
0269068168806212128066816890681818181906680696900101101101101101101101101101101Non-current assets
Investments 12 266 4,932 45,062 33,006
Property, plant and equipment 13 76,192 52,389 40
Deferred tax assets 14 1,510 979 1,510 979
Intangibles 15 4,383 2,412 89 63
Other 16 1,011 1,341 58,686 53,539
Total non-current assets 83,362 62,053 105,387 87,587
Total assets 129,293 90,689 105,745 88,335
Current Babilities
Payables 17 17,862 10,621 25 18
Interest Bearing Liabilities 18 8,099 6,287 200 536
Current tax liabilities 82 302
Provisions 19 1,875 1,233 ىت
Other 20 19 30
Total current habilities 27,937 18,171 527 554
Non-current liabilities
Interest Bearing Liabilities 21 51,208 23,361 63,636 46,053
Deferred tax liabilities 1,057 747 1,057 747
Provisions 19 2,003 1.319
Other 22 129 246
Total non-current liabilities 54,397 25,673 64,693 46,800
Total liabilities105600560205050500506000000 82,334 43,844 65,220 47,354
Net assets 46,959 46,845 40,525 40,981
Shareholders' equity
Contributed equity 23 38,773 38,475 38,773 38,475
Reserves 24 57 47
Retained profits 25 7,176 8,172 1,752 2,506
Total parent entity interest 46,006 46,694 40,525 40,981
Outside equity interest in controlled entities 26 953 151
Total shareholders' equity 46,959 46,845 40,525 40,981

The accompanying notes form part of these financial statements

Statements of Cash Flows

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005$000s 2004$000s
Cash flows from operating activities
Cash receipts from customers 97,004 82,643
Cash payments to suppliers and employees (82,097) (66, 708) 47 (90)
Other revenue 1,015 457 6
Dividends and distributions received 5,183 8,647
Interest received 113 100 99 89
Income tax paid (544) (1, 303) (393) (1,429)
Other taxes paid (1,729) (1,582)
Net cash provided by operating activities34 (a) 13,762 13,607 4,942 7,217
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 207 7,077
Purchase of property, plant and equipment (3,623) (7, 436) (40)
Payment for purchase of controlled entities,net of cash acquired (12, 995) (12,056) 21
Payment for purchase of other investments (266)
Payment for intangibles (33) (160) (55) (97)
Net cash (used in) investing activities (16,710) (519) (12, 151) (76)
Cash flows from financing activities
Proceeds from shares issued 155 233 155 233
Loans to related companies (5, 401) (1, 477)
Borrowings from related companies 3,633 6,161
Proceeds from borrowings 14,124 7,000 14,100
Costs of borrowings (63) (5) (31) 17
Repayment of borrowings (4, 408) (14, 619) (219) (7,446)
Dividends paid by Parent entity (4, 420) (3,614) (4, 420) (3,614)
Dividends paid by controlled entities tooutside equity interests (17)
Interest paid (2,946) (2,063) (1,037) (662)
Net cash provided by/(used in) financing activities 2,425 (13,068) 6,780 (6,788)
Net (decrease)/increase in cash held (523) 20 (429) 353
Cash at the beginning of the financial year (785) (805) 534 181
Cash at the end of the financial year34 (b) (1,308) (785) 105 534

The accompanying notes form part of these financial statements

Note 7 Statement of Significant Accounting Policies

The significant policies which have been adopted in the preparation of these accounts are:

(a) Basis of Preparation

These are general purpose accounts, which have been drawn up in accordance with applicable Accounting Standards, the Corporations Act 2001, other authorative pronouncements of the Australian Accounting Standards Board, Urgent Issues Consensus Views and other professional reporting requirements.

The financial statements cover the consolidated entity of Plaspak Group Limited and its controlled entities and Plaspak Group Limited as an individual parent entity. Plaspak Group Limited is a listed public company, incorporated and domiciled in Australia.

The financial statements have been prepared on an accruals basis and are based on historical costs and do not take into account changing money values or, except where stated, current valuations of non-current assets.

The accounting policies have been consistently applied to the entities of the consolidated entity and, except where there is a note of a change in accounting policy, are consistent with those of the previous year.

(b) Principles of Consolidation

The consolidated accounts of the consolidated entity include the accounts of the Company, being the parent entity, and its controlled entities.

A list of all controlled entities is contained in Note 12 to the accounts.

All intercompany balances and unrealised profits from transactions between controlled entities have been eliminated. Where a controlled entity has been acquired or disposed of during the year, its operating results have been included from the date of acquisition or until the date control ceased. Outside interests in the equity and results of entities controlled by the Company are shown as a separate item in the consolidated accounts.

(c) Goodwill on Consolidation/Discount on Acquisition

Goodwill on consolidation, recorded initially at the amount by which the purchase price for a business or an ownership interest in a controlled entity exceeds the fair value of identifiable net assets acquired, is amortised on a straight line basis. The period of amortisation is the lesser of the period of time during which benefits are expected to arise and 20 years. The carrying value of goodwill is reviewed on an annual basis by Directors. Where the balance exceeds the value of expected future benefits, the difference is charged to the statement of financial performance.

Where the fair values of the identifiable net assets acquired by the company exceed the cost of acquisition incurred by the company, the difference represents a discount on acquisition. This discount is accounted for by reducing proportionately the fair values of the nonmonetary assets acquired until the discount is eliminated. If a discount balance still remains after reducing to zero the recorded amounts of the non-monetary assets acquired, then the balance is brought to account as a gain in the statement of financial performance.

(d) Revenue and Revenue Recognition Sales revenue

Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the provision of products to entities outside the consolidated entity. Sales revenue is recognised when the goods are provided, or when the fee in respect of the services provided is receivable.

Interest income

Interest income is recognised as it accrues.

Asset sales

The gross proceeds of asset sales are included as revenue. The profit or loss on disposal of assets is brought to account at the date an unconditional contract of sale is signed.

(e) Inventories

Inventories are valued at the lower of cost and net realisable value. The cost of work in progress and finished goods is derived on an absorption basis which includes an appropriate proportion of manufacturing overheads.

Notes to and forming part of the Accounts

Note 1

Statement of Significant Accounting Policies (continued)

(f) Trade Debtors

Trade debtors are recognised when the risks and rewards of ownership of the underlining sales transactions have passed to customers. This event usually occurs on delivery of inventories to customers. Trade debtors are recorded at nominal amounts. Credit terms are usually 30 days. Collectability of overdue accounts is assessed on an ongoing basis. A provision is made for doubtful debts based on the likelihood of recovery of outstanding debtor balances.

(g) income Tax

The consolidated entity adopts the liability method of tax effect accounting whereby the income tax expense shown in the statement of financial performance is based on the profit from ordinary activities before income tax adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of profit from ordinary activities and taxable income are brought to account either as provision for deferred income tax or an asset described as future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable. Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are brought to account when there is virtual certainty of realisation of the benefit.

The future income tax benefit of capital losses for income tax purposes is not brought to account as the benefit will only be realised if future capital profits arise.

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

The consolidated entity and its wholly owned Australian controlled entities implemented the tax consolidation legislation as at 1 July 2003.

As a consequence the consolidated entity, as the head entity in the tax consolidated group. recognises current and deferred tax amounts relating to transactions, events and balances of the wholly owned Australian controlled entities in this group as if those transactions, events and balances were its own, in addition to the current and deferred tax amounts arising in relation to its own transactions, events and balances.

(h) Investments

Investments are carried in the financial statements at the lower of cost and recoverable amount.

(i) Property, Plant and Equipment

Property, plant and equipment are brought to account at cost less, where applicable, any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure that it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets' employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are amortised over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The gain or loss on disposal of all fixed assets is determined as the difference between the carrying amount of the asset at the time of disposal and the proceeds of disposal, and is included in profit from ordinary activities before income tax of the consolidated entity in the year of disposal.

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

Class of Fixed AssetTIINMISTELLISENTETTIIVITTETETTYMINEN KUUNNINEN KUUNNINEN KUUNNINEN KUUNNINEN KUUNNINEN KUUNNINEN KUUNNINEN KUU Depreciation Rate
Buildings 2%
Leasehold Improvements over the termof the lease
Plant and Equipment 3-33%
Leased Plant and Equipment $3 - 33%$

(i) Leased Assets

For leases, a distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of the leased property, and operating leases under which the lessor effectively retains all such risks and benefits. Where fixed assets are acquired by means of finance leases, the present value of minimum lease payments is established as an asset at the beginning of the lease term and amortised on a straight line basis over its expected economic life. A corresponding liability is also established and each lease payment is allocated between such liability and interest expense.

Operating lease payments are charged to expense in the period in which they are incurred.

Profits arising from sale and leaseback transactions are recorded as deferred income. Deferred income is amortised to the profit and loss account in proportion to the amortisation of the leased asset.

(k) Foreign Currency Transactions and Balances

Foreign currency transactions during the period are converted to Australian currency at the rates of exchange applicable at the dates of the transactions. Amounts receivable and payable in foreign currency at balance date are converted at the rates of exchange ruling at year end. Where a forward currency contract has been taken out the balances are converted at the forward rate. The gains and losses from conversion of short term balances, whether realised or unrealised, are included in operating results.

(I) Trade and Other Creditors

These amounts represent unpaid liabilities for goods received and services provided to the company and consolidated entity prior to the end of the financial year. The amounts are unsecured and are normally settled within 30 to 60 days, except for imported items for which 90 or 120 day payment terms are normally available.

(m) Bank Loans

Bank loans are carried at their principal amount subject to set-off arrangements. Interest is accrued over the period of the loan and is included as part of the loans.

(n) Employee Benefits

Provision is made for the liability for employee benefits arising from services rendered by employees to balance date. Employee benefits expected to be settled within one year together with entitlements arising from wages and salaries, annual leave and sick leave which will be settled after one year, have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Other employee benefits payable later than one year have been measured at the present value of the future cash outflows to be made for those benefits. Contributions are made by the consolidated entity to employee superannuation funds and are charged as expenses when incurred.

(o) Cash

For the purposes of the statement of cashflows, cash includes cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts.

(p) Intangible assets

Brand names are recorded at cost and amortised on a straight line basis over the number of years of their expected benefit which is 40 years.

Other Intangible assets are recorded at cost and amortised on a straight line basis over the number of years of their expected benefit which ranges from three to ten years.

Notes to and forming part of the Accounts

Note 1

Statement of Significant Accounting Policies (continued)

(q) Recoverable amount of non-current assets

The recoverable amount of an asset is the net amount expected to be recovered through the cash inflows and outflows arising from its continued use and subsequent disposal. Where the carrying amount of a non-current asset is greater than its recoverable amount, the asset is written down to its recoverable amount. Where net cash inflows are derived from a group of assets working together, recoverable amount is determined on the basis of the relevant group of assets. The decrement in the carrying amount is recognised as an expense in net profit or loss in the reporting period in which the recoverable amount write-down occurs.

(r) Derivative financial instruments

The consolidated entity is exposed to changes in interest rates, foreign exchange rates and raw materials prices from its activities. The consolidated entity uses the following derivative financial instruments to hedge these risks: interest rate swaps and forward foreign exchange contracts. Derivative financial instruments are not held for speculative purposes.

Hedges

Where hedge transactions are designated as a hedge of the anticipated purchase or sale of goods, purchase of qualifying assets, or an anticipated interest transaction, gains or losses on the hedge arising up to the date of the anticipated transaction, together with any costs or gains arising at the time of entering into the hedge, are deferred and included in the measurement of the anticipated transaction when the transaction has occurred as designated. Any gains or losses on the hedge transaction after that date are included in the Statement of Financial Performance.

(s) Comparative Figures

Where required by Accounting standards comparative figures have been adjusted to conform with changes in presentation for the current financial year.

(t) Rounding of Amounts

The parent entity has applied the relief available under ASIC Class Order 98/100 and accordingly, amounts in the financial statements and directors' report have been rounded to the nearest thousand dollars, or in certain cases, to the nearest dollar.

(u) Australian Equivalents to International Financial Reporting Standards (IFRS)

For years ending on or after 30 June 2006, all general purpose financial reports prepared in accordance with the requirements of Chapter 2M of the Corporations Act will be required to comply with Australian equivalents to International Financial Reporting Standards (IFRSs) instead of Australian Accounting Standards presently on issue.

Comparative financial statements must also be presented in accordance with Australian equivalents to IFRSs for the year ending 30 June 2005.

Plaspak's management has assessed the significance of these changes and is preparing for their implementation. An IFRS committee has been established to oversee and manage Plaspak's transition to IFRS. This committee reports to the audit committee. The impact of the alternative treatments and elections under AASB 1: First Time Adoption of Australian Equivalents to International Financial Reporting Standards have been considered where applicable.

Figures disclosed are best estimates at this point - actual effects may differ from these estimates due to:

  • * ongoing work of the IFRS committee,
  • * potential amendments to AIFRS and interpretation thereof by the AASB, and
  • * emerging accepted practice.

The directors are of the opinion that the key differences in Plaspak's accounting policies which will arise from the adoption of IFRS are:

1. Impairment of Assets

The group currently assesses the amount of impairment of assets by determining the recoverable amount on the basis of undiscounted cash flows. Under Australian equivalents to IFRSs, the group will be required to determine the recoverable amount as the higher of fair value less costs to sell and value in use (which is determined using discounted cash flows). It is likely that this change in policy and basis for calculation will not lead to significant impairment losses being recognised. It is also likely that when discounting is initially applied on transition at 1 July 2004, that no significant impairment losses will need to be recognised.

2. Hedging

The group does not currently recognise derivative financial instruments in the financial statements. Under AIFRS, all derivatives contracts, predominantly hedging instruments, will be carried at fair value in the Statements of Financial Position. The group has currently elected not to hedge account these instruments.

3. Share-Based Payments

The group does not currently recognise an expense for options issued to staff, under the Plaspak Executive Incentive Scheme. On adoption of Australian equivalents to IFRSs, the group will recognise an expense for all sharebased remuneration, including deferred shares and options, and will amortise those expenses over the relevant vesting periods. This will result in additional expenses being recorded and therefore lower earnings. There will be an initial negative impact on opening balances of retained earnings at 1 July 2004 when retrospective adjustments are made for options that did not vest by 1 January 2005. However as relatively few options have been granted in recent years this should have an immaterial effect.

4. Revenue on disposal of property, plant and equipment

Currently the group includes gross revenue received on disposal of property, plant and equipment as revenue. Under Australian

equivalents to IFRS, gains and losses on sale of assets will be recognised on a net basis in revenue, resulting in lower revenue being recorded by the group. However this will have no impact on earnings.

5. Non-Current Investments Investments in controlled entities

Currently the parent entity measures non-current investments at cost, with an annual review by directors to ensure that their carrying amounts are not in excess of their recoverable amount. Under Australian equivalents to IFRSs, these investments will be measured by the parent entity at cost with impairment tests performed when indicators of impairment are identified in accordance with AASB 136 Impairment of Assets, Initial impairment adjustments may arise because of the requirement to discount cash flows but it is unlikely these will have a negative impact on opening balances of retained earnings at 1 July 2004.

Available-For-Sale Financial Assets

Available-For-Sale financial assets will be measured at fair value under Australian equivalents to IFRSs, with changes in fair value being recognised directly in equity until the asset is sold, at which time the cumulative gain/loss is taken to profit. It is unlikely that initially this will have any impact.

6. Taxation

A "balance sheet" approach will be adopted under Australian equivalents to IFRS's, replacing the "statement of financial performance" approach currently used by Australian companies. The "balance sheet" method recognises deferred tax balances when there is a difference between the carrying value of an asset or liability, and its tax base. Any initial adjustments to calculate deferred tax assets and liability balances on transition using the new basis will be made through opening balances of retained earnings at 1 July 2004. As Deferred Tax balances were restated under Tax consolidation there should be no impact on the opening statement of financial position and little or no impact on the statement of financial performance.

Notes to and forming part of the Accounts

Note 1

Statement of Significant Accounting Policies (continued)

7. Goodwill

AASB 3 Business Combinations prohibits goodwill from being amortised and instead requires an annual impairment test to be carried out. This will result in a change to the group's current accounting policy, which currently amortises goodwill over its useful life of less than 20 years.

The goodwill balance on transition at 1 July 2004 has not been restated restrospectively because the group is applying the exemption available in AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards.

Initial accounting for the acquisition of York Group Limited is based on a provisional determination of the fair value of assets acquired. This determination and the resulting accounting may be revised up to 12 months after the acquisition date, as permitted by AASB 3 Business Combinations.

8. Intangible Assets

Existing group accounting policy for intangible assets other than goodwill is to carry them at cost less accumulated amortistation.

Under AASB 138 Intangible Assets, it will be necessary to determine whether an intangible asset has a finite useful life and will therefore be amortised over that useful life or an indefinite useful life and will therefore not be amortised. Such indefinite useful life intangible assets will be subject to an annual impairment review.

Brand names currently carried at amortised cost in the Statements of Financial Position will be classified as indefinite useful life intangible assets under AASB 138 Intangible Assets. This will have the effect of reducing annual amortisation charges.

On transition to AIFRS the estimated cumulative financial effect of the reliably known differences on the reported net profit and equity as at 30 June 2005 is summarised below. These represent management's best estimates, and could differ from actuals.

Consolidated
Entity
2005
$000s

234

47,181

Reconciliation of Net Profit
Net profit after tax reportedunder Australian Accounting Standards 3,441
Key transitional adjustments:
Recognition of impairment loss (10)
Reversal of amortisation of goodwill 196
Reversal of amortisation of brand names 11
- Expensing of the value of optionsgranted in prior years which hadnot vested at 1 July 2004. (4)
Effect of not electing to hedge account.Liabilities at balance date taken up atspot rates and value of forward coverhedge taken to Net Profitmanomuunnannon essaarinen muunassuuu ,,,,,,,,,,,,,,
Total transitional adiustments*************************************** 234
Net profit after tax reportedunder AIFRS,,,,,,,,,,,,,,,,,,,,,,,, 3.675
Reconciliation of Équity
Total equity reported underAustralian Accounting Standards 46,959
Retrospective adjustments toequity at 1 July 2004
Recognition of impairment loss (10)
Expensing of the value of options
granted in prior years which hadvested at 1 July 2004. (2)
(12)
Increase in current year profit resulting

from transition to AIFRS

Total equity under AIFRS

Consolidated entity Parent entity
2005$000s 2004$000s 2005$000s 2004$000s
Note 2
(a) Revenue
Operating activities
Sale of goods 89,572 73,817
Other Revenue:
Dividends received and receivable 5,000 8,000
Distribution received from controlled trust 183 647
Interest received - other parties 113 100 99 89
Foreign currency translation gains 8 9
Deferred income 27 19
Property Trust income 588 327
Sundry income 427 130 6
90,735 74,402 5,288 8,736
Non-operating activities
Proceeds from disposal of plant and equipment 207 7,077
207 7,077
(b) Profit from ordinary activities
Profit from ordinary activities before income tax
has been determined after:
(i) Charging as expenses:
Amortisation - leased assets 1,123 1,153
- intangibles 84 61
– goodwill 196 171
Total Amortisation 1,403 1,385
Depreciation - buildings 392 276
- plant and equipment 4,279 4,110
4,671 4,386
Interest paid - other 2,513 1,542 1,037 662
– finance lease charges 433 521
- employee entitlementsrovisions 1,361 994
- doubtful debts (trade) 85 133
oss on sale of non-current assets. 13
Rental expense on operating leases 1,928 1,438
(ii) Crediting as income:
Profit on sale of non-current assets 11 692

an ang

Notes to and forming part of the Accounts

Consolidated entity Parent entity
2005$000s 2004$000s 2005$000s 2004$000s
Note 2 (continued)(c) Individually significant items
Sale of import and distribution business 160
Closure of Townsville manufacturing facility (234)
Writedown of assets and provision for redundancieson sale of Adelaide thermoforming business (170)
Profit on sale of Mordialloc building after plantclosure in previous year ÷ 608
Anti-dumping duty on PVC material imports u. (352)
Relocation and Restructuring costs (414)
(74) (328) 588
Note 3hicome tax expense
The prima facie tax payable on the profit from ordinaryactivities differs from the income tax provided in theaccounts and is reconciled as follows:
Profit before tax 4,689 6,652 4,140 7,947
Prima facie tax payable at 30% 1,407 1,996 1,242 2,384
Tax effect of permanent differences:
Intergroup distributions not assessable under taxconsolidation regime (1, 555) (2,594)
Non-allowable depreciation and amortisation 66 136 47 136
Research and Development concession (63) (30) (53) (30)
Building allowance (145) (145) (145) (145)
Benefit of asset cost base uplifts on entering the taxconsolidation regime (23) (1,799) (1,799)
Net deferred tax balances assumed on taxconsolidation of group entities (693) 1,491
Tax expense related to subsidiaries' income 1,614 2,056
Capital profit on sale of assets (48) (190) (48) (190)
Sundry expenses (5) (3) 6 (3)
Under/(Over) provision relating to prior year 59 (222) 59
Income tax (credit)/expense 1,248 (257) 474 1,306
Consolidated entity Parent entity
2005 2004 2005 2004
Alerto &Auditors' remuneration
Remuneration of the auditor of the parent entity for:
- auditing or reviewing the financial report 130.727 135.000 10,000 10.000
- other audit services 10,000 8.000
Remuneration of the auditors of subsidiaries for:
- auditing or reviewing the financial report of subsidiariesby Parent entity auditor 56.000 24,000
- auditing or reviewing the financial report of subsidiariesby other auditors 6.716 2,000
203,443 169.000 10.000 10.000

Note 5

Directors' and executives' remuneration

(a) Names and positions held of parent entity directors and specified executives in office at any time during the financial year are:

Parent Entity Directors

Mr C.E. Ryan Chairman - Non-Executive

Mr G.R. Molloy Director - Executive

Mr R.M. Beath Director - Non Executive

Mr J.I. Wowk Director - Non Executive

Mr D.A. Hoff Managing Director

Specified Executives

Mr F.J. Hardiman Chief Financial Officer
Mr R.J. Nicholls General Counsel and Company Secretary
Mr P.L. Crocker - Group General Manager

Notes to and forming part of the Accounts

e de la componentación de la componentación de la componentación de la componentación de la componentación de
Primary Post Employment
Salary,Fees andCommissions Non-CashBenefits SuperannuationContributions EquityCompensation Other Total
$ $ $ $ £
Note 5Directors' and executives' remuneration (continued)
(b) Parent Entity Directors' Remuneration
2005
Mr C.F. Ryan 72,000 72,000
Mr G.R. Molloy 124,000 18.000 142,000
Mr R.M. Beath 48.000 48,000
Mr J.I. Wowk 48,000 48,000
Mr D.A. Hoff 208,000 36,639 83,584 328,223
Total 500,000 36,639 83,584 18.000 638,223
2004
Mr C.F. Ryan 61.000 61,000
Mr G.R. Molloy 86,500 1.600 88,100
Mr R.M. Beath 34,500 34,500
Mr J.I. Wowk 34,500 34,500
Mr D.A. Hoff 184,897 39.977 47.585 6.000 278,459
Total 401,397 39,977 47,585 6.000 1.600 496,559

The service and performance criteria set to determine remuneration are included in Note 5 (i).

(c) Specified Executives' Remuneration

Primary Post Employment
Salary,Fees andCommissionss CashBonus$ Non-CashBenefits$ SuperannuationContributions$ EquityCompensationS OtherS Total£
2005
Mr E.J. Hardiman 118,000 5.439 16,412 10,642 150,493
Mr R.J. Nicholls 120.000 9,540 18,309 10,800 158,649
Mr P.L. Crocker 183.826 5,340 20,615 17.758 227,539
Total 421.826 20,319 55.336 39.200 536.681
2004
Mr F.J. Hardiman 120,887 7.597 14,314 10.880 153,678
Mr R.J. Nicholls 108,500 9.764 13,632 9.764 141,660
Mr P.L. Crocker 171,826 2.550 32,000 17,175 223,551
Total 401,213 19,911 59,946 37,819 518,889

The service and performance criteria set to determine remuneration are included in Note 5 (i).

Remuneration of three "specified executives" is disclosed above. There are no other employees with sufficient authority over the strategic direction and management of the entity to be properly regarded as "specified executives" as defined by Accounting Standards.

Note 5 Directors' and executives' remuneration (continued)

(d) Remuneration Options

No options were granted to Directors in the current or prior year.

No options were granted to Specified Executives in the current or prior year.

(e) Shares Issued on Exercise of Remuneration Options

Options Granted as Remuneration

,,,, ,,,,,,,,,, ,,,,,,,,,,,,,,,,
No. of
Ordinary Amount Amount
Shares Paid Unpaid
issued Per Share per Share
77132071322071322213731333221373131313131322211112322331313131
Parent Entity Directors
Mr D. Hoff 100,000 $0.76 ነበ በበ
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,Specified Executives
No shares issued from options granted as remuneration.

(f) Options and Rights Holdings

Number of Options held by Specified Directors and Executives

Total Total Total
Balance Granted as Options Balance Vested Exercisable Unexercisable
1.7.04 Remuneration Exercised Lapsed 30.6.05 30.6.05 30.6.05 30.6.05
Parent Entity Directors
Mr C.E. Ryan 300,000 300,000 300,000 300,000
Mr R.M.Beath 300.000 300.000 300.000 300.000
Mr J.L Wowk 300,000 300,000 300,000 300,000
Mr D.A. Hoff 500,000 100.000 100.000 300.000 300,000 300,000
Specified Executives
Mr.E.J. Hardiman
Mr R.Nicholls
Mr P. Crocker 25,000 25,000 25.000 25.000
Total 1,425,000 100.000. 100.000 1.225.000 1.225.000 1.225.000

Note 5

Directors' and executives' remuneration (continued)

(g) Shareholdings

Number of Shares held by Parent Entity Directors and Specified Executives

Balance Received as Options Net Change Balance
1.7.04 Remuneration Exercised Other 30.6.05
Parent Entity Directors
Mr C.F. Ryan 350,000 150.000 500,000
Mr G.R. Molloy 7.162.975 409.918 7,572,893
Mr R.M.Beath 42,821 42.821
Mr J.I. Wowk 67,302 20,000 87,302
Mr D.A. Hoff 831,960 100.000 (75,000) 856.960
Specified Executives
Mr.E.J. Hardiman 428.172 (10,000) 418,172
Mr R.Nicholls 57.700 12.925 70,625
Mr P. Crocker 70.000 70.000
Total 9.010.930 100.000 507,843 9,618,773

(h) Loans

Loans advanced to Parent Entity Directors and Specified Executives

Balance1.7.04 Net ChangeOther Balance30.6.05 InterestPaid orPayable HighestIndebtednessDuringthe Year
Parent Entity Directors
Mr D.A. Hoff 437.500 437.500 -37.553 437.500
Specified Executives
Mr.E.J. Hardiman 83.375 83.375 7.157 83.375
Mr R.Nicholls 16.905 16.905 922 16.905
Mr P. Crocker 45,500 45.500 3.905 45.500
Total 583,280 583.280

Note 5

Directors' and executives' remuneration (continued)

Loans to Specified Executives are made pursuant to the Plaspak Executive Incentive Scheme to assist in the exercise of options to acquire shares in the Parent Entity. Loans are limited to 70% of the current market value of the shares at the time of the loan. Loans are for a term of 5 years or immediately repayable on termination of employment, interest only is payable monthly in arrears at a rate which is 3.25% above the current Reserve Bank of Australia Cash Rate. Security for the loans is by way of a holding lock over the shares acquired with the loans. The loans are limited recourse, limited to the realisable value of the shares. The lender has the right to sell or buy back the shares in the event that the value of the shares held as security falls below the purchase price of the shares or the amount lent to acquire the shares. The loan to the Managing Director, as approved by shareholders, is on identical terms.

(i) Remuneration Practices

Non-Executive Directors

The remuneration of non-executive directors is determined by the Board from the maximum amount available for distribution to the nonexecutive directors as approved by the shareholders. In determining the appropriate level of directors fees, data from surveys undertaken of other public companies similar in size or market section to Plaspak is taken into account.

Non-executives do not receive performance related remuneration.

Executive Directors and Senior Executives

Executive directors do not receive directors fees.

The Board of Directors is responsible for approving remuneration policies and packages applicable to senior executives of the Company. The broad remuneration policy is to ensure the remuneration package properly reflects the person's duties and responsibilities, and that remuneration is competitive in attracting, retaining and motivating people of the highest quality and standard to enable the organisation to succeed.

A review of the compensation arrangements for executive directors and Senior Executives is conducted by the full Board at a duly constituted Directors Meeting.

The Plaspak Board conducts its review annually and is based on established criteria which includes:

  • * the individual's performance;
  • * reference to market data for broadly comparable positions or skill sets in similar organisations or industry;
  • * the Company's performance during the relevant period; and,
  • * the broad remuneration policy objective of the Company.

Notes to and forming part of the Accounts

Note 5

Directors' and executives' remuneration (commund)

Senior executives and executive directors may receive bonuses based on the achievement of specific goals related to the performance of the consolidated entity.

An executive incentive scheme approved by shareholders is in place, which provides the Board with the discretion to grant options and provide loans to Eligible Executives for the purpose of acquiring Scheme Shares. A summary of the terms and conditions of the scheme may be found in the designated area for corporate governance on the Company website at www.plaspak.com.au.

The Board exercises its discretion under the Plaspak Executive Incentive Scheme in a manner consistent with the broad remuneration policy objectives of the Company. The grant of options to executives is linked to significant performance hurdles including the exercise price of the options being subject to material improvement in company performance (measured by its share price) during a restricted exercise period.

Directors are not entitled to participate in the Plaspak Employee Incentive Scheme.

The grant of options to the Managing Director was determined by reference to the terms of his prevailing Service Agreement with the Company, the Listing Rules and the law.

Plaspak will not generally use options as a means of remuneration for non-executive directors and will continue to remunerate these directors by means of the payment of cash benefits.

The remuneration and other terms of employment for the Managing Director, David Hoff are formalised in a Service Agreement.

The major provisions of the Service Agreement include the following:

  • * Term of Agreement four years commencing 1 July 2004
  • * Base salary inclusive of superannuation for the year ended 30 June 2005 of $291,584 to be reviewed annually by the Board of Directors
  • * Provision of a fully maintained motor vehicle
  • * Payment of a termination benefit equal to 12 months of the current base salary and benefits in the event that either party does not renew the Service Agreement on expiry of the four year term.
  • * Payment of a termination benefit on early termination by the employer, other than in specified circumstances based on misconduct or non-performance, equal to the current base salary and benefits for 12 months or the remaining term of the agreement whichever is the greater.
  • * The payment of performance related cash bonus based on the Consolidated Entity achieving specified earnings per share targets.

The remuneration and other terms of engagement of Glenn Molloy, an executive director and consultant, are formalised by recording in the Minutes of the Directors meeting approving same and:

  • * Provide for an agreed daily rate for attendances at monthly Board meetings ($4,000) and when undertaking consultancy services on behalf of the Consolidated Entity ($3,000)
  • * Do not include any performance related bonus payments, termination or other benefits

There are no written agreements in place with any other specified executives. Any termination payment entitlements would be as determined by general employment law.

(j) Other transactions with directors

Refer to Note 33 for further details of transactions with directors and director related entities.

Consolidated entity Parent entity
2005$000s 2004$000s 2005SOOOs 2004$000s
Nate 6Bishtemik
(a) Dividends paid
Interim ordinary dividend of 2.75c per share– 100% franked (2004 2.75c per share – 100% franked) 1.870 1.851 1,870 1,851
Final ordinary dividend of 3.75c per share - 100% franked(2004 3.0c per share - 100% franked) 2.550 2.343 2.550 2,343
4.420 4,194 4.420 4,194
(b) Dividends declared after balance date
Final ordinary dividend of 3.75c per share - 100% frankedand amounting to $2,550,000 not included as declaredafter balance date.
(c) Franked dividends
The franked portions of the final dividends recommendedafter 30th June 2005 will be franked out of existingfranking credits or out of franking credits arising fromthe payment of income tax in the year ending30th June 2006.
Franking credits available for subsequent financialyears based on a tax rate of $30%$ (2004 - $30%$ ) 6.305 4.427 6.305 4.427

a shekarar wasan ƙwallon ƙafa ta ƙasar ƙafa ta ƙasar Ingila.

The above amounts represent the balance of the franking account as at the end of the financial year, adiusted for:

(a) franking credits that will arise from the payment of the current tax liability

(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date

(c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date, and

(d) franking credits that may be prevented from being distributed in subsequent financial years.

The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of controlled entities were paid as dividends.

Under legislation that took effect on 1st July 2002, the amount recorded in the franking account is the amount of Australian income tax paid, rather than franking credits based on after tax profits, and amounts debited to that account in respect of dividends paid after 30 June 2002 are the franking credits attaching to those dividends rather than the gross amount of the dividends.

Notes to and forming part of the Accounts

Consolidated entity Parent entity
2005 2004 2005SO00s 2004$000s
Note 7
Earnings per share
Basic earnings per share (cents per share) 5.0 10.3
Diluted earnings per share (cents per share) 5.0 10.3
(a) Reconciliation of Earnings to Net Profit S000s $000s
Earnings used in calculating Basic EPS 3,424 6,909
Earnings used in calculating Diluted EPS 3,424 6,909
(b) Weighted average number of ordinary sharesoutstanding during the year used in calculation No. No.
of basic EPS 67,925,420 67,135,293
Potential ordinary shares assumed to have beenissued for no consideration 60,021 166,467
Weighted average number of ordinary sharesoutstanding during the year used in calculationof diluted FPS 67,985,441 67,301,760
(c) Classification of Securities
The only securities that have been classified as potentialordinary shares and included in calculation of diluted EPSare options outstanding.
(d) 1,475,000 non dilutive potential ordinary shareswere on issue at 30 June 2005.
current assetts $000s $000s $000s $000s
Note 8Cash
Cash
Cash at bank and on hand 346 123 105 534
Cash at bank consists of temporary surplus fundswhich are non interest bearing
Note 9
Receivables
Trade debtors 21,876 13,330
Provision for doubtful debts (266) (171)
21,610 13,159
Other debtors 1,573 1,281 7 165
23,183 14,440 7 165
Consolidated entity Parent entity
2005$000s 2004$000s 2005$000s 2004$000s
Note 10inventories
On hand:
Finished goods at cost 12,404 8,281
Provision for stock obsolescence (537) (50)
11,867 8,231
Work in Progress 778
Raw materials 5,945 2,465
In transit 31 398
18,621 11,094
Note ??Other current assets
Prepayments 1,213 753 116 49
oans receivable – secured 130 130
1,343 753 246 49

Notes to and forming part of the Accounts

Country ofIncorporation Beneficial percentageowned byconsolidated entity Parent entity
2005% 2004% 2005$000s 2004$000s
NON-CURRENT ASSETS
Note 12investments
(a) investments (at cost) in controlled
entities comprise:
Rutuba Pty Limited Australia 100% 100%
Plaspak JWS Pty Ltd Australia 100% 100% 8,051 8,051
JWS Manufacturing Pty Ltd Australia 100% 100%
JWS Management Services Pty Ltd Australia 100% 100%
Plaspak Property Trust Australia 100% 100% 6,339 6,339
Plaspak OP Pty Limited Australia 100% 100% 1,500 1,500
Plaspak Tecno Pty Limited Australia 100% 100% 487 487
U.S. Masters Pty. Limited Australia 100% 100%
Reckas Pty. Limited Australia 100% 100%
GV Engineering Pty Ltd Australia 100% 100% 1,702 1,702
Plaspak Steri-Plas Pty Ltd Australia 100% 100%
Plaspak Peteron Pty Ltd
(formerly Peteron Plastics Pty Ltd) Australia 100% 100% 9,430 9,430
Plaspak Australia Pty Limited Australia 100% 100% 5,497 5,497
Plaspak Pty Ltd Australia 100% 100%
Plaspak Mistlon Pty Ltd Australia 100% 100%
Plaspak Investments Pty Ltd Australia 100% 100%
Spraypac Products (NZ) Limited * New Zealand 50% 50%
Plaspak (P.E.T) Pty Ltd Australia 100% 100%
Plaspak Contaplas Pty Limited Australia 100% 100%
Plaspak Food Packaging Pty Limited Australia 100% 100%
Plaspak Properties Pty Ltd Australia 100% 100%
Neta Brymac Pty Ltd Australia 100% 100%
Plaspak Food Packaging (Vic) Pty Ltd Australia 100% 100%
Plaspak Closures Pty Ltd Australia 100% 100%
Landmark Property Syndicate No 4 * Australia 85% 44%
Country ofIncorporation Beneficial percentageowned byconsolidated entity Parent entity
2005% 2004% 2005$000s 2004$000s
Note 12
Non-current assets (continued)
York Group Limited Australia 100% 12,056
York Precision Plastics Pty Ltd Australia 100%
York Precision Plastics NZ Ltd New Zealand 100%
Advanced Power Pty Ltd Australia 100%
Advanced Power Southern Pty Ltd Australia 100%
Advanced Power Products Pty Ltd Australia 100%
ACN 081 798 334 Pty Ltd(formerly ERT Products Pty Ltd) Australia 100%
Rambor Pty Ltd Australia 100%
King Cobra Mining Equipment Pty Ltd Australia 100%
45,062 33,006

*These entities were audited by a firm other than the auditor of the Parent entity.

The above investments in subsidiaries are all in ordinary class shares.

On 25 January 2005, the consolidated entity acquired a controlling interest in York Group Limited and 100% ownership was achieved through compulsory acquisition on 12 May 2005.

The operating results of this newly controlled entity have been included in the consolidated Statement of Financial Performance since the date control was acquired. The acquired entity is involved in diverse activities as outlined in Note 32(d).

Financial details of the acquisition are set out in Note 34(c).

(b) Controlled entities with ownership interests of 50 % or less

The consolidated entity holds 50% of the shares of Spraypac Products (NZ) Limited. Under a shareholders' agreement the consolidated entity has a casting vote at board meetings if there is a deadlock.

~~~~~~~~ ~~~~~~~~~~~~~~~~ ~~~~~~ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
$000s $000s SOOOS
MAARKUUSEN KARANTAARUUTERRAA ERINTEIN KUUTANA KARANTAAN KAN KAN KAN KAN KAN KAN KAN KAN KAN
266 -932 سد
In the contract of the contract of the contract of the contract of the contract of the contract of the contract of 400000000000000000000000000000000000000- International construction of the construction of the construction of the construction of the construction of

Other Investments in the prior year consisted primarily of a 43.7 % interest in the unlisted property trust Landmark Property Syndicate No 4. This property trust's only remaining activity is ownership of the Arndell Park property in Sydney, over which the consolidated entity has a long term operating lease. On 26 February 2005 there was a buyback of units which resulted in Plaspak's equity increasing to 85.2% and hence this property trust has been consolidated from that date. The consolidated entity did not outlay any funds, however the Property Trust itself borrowed $5,775,000 in order to buyback the units.

Total income from this investment included in the 2005 results prior to consolidation was $588,000. $(2004 $327,000) - See Note 2.$

Notes to and forming part of the Accounts

Consolidated entity Parent entity
2005$000s 2004$000s 2005SOOOS 2004$000s
Note 13
Property, plant and equipment
(a) Current Assets
Freehold land and buildings
Land at cost 824 824
Buildings at cost 1,921 1,922
Less: Accumulated depreciation (559) (520)
1,362 1,402
Total Land and Buildings 2,186 2,226
Leasehold improvements - at cost 251
Less: Accumulated depreciation (79)
Total Leasehold improvements 172
Plant and equipment - at cost 110
Less: Accumulated depreciation (30)
Plant and equipment - at recoverable amount 80
Total property, plant and equipment 2,438 2,226
Current Land and Buildings includes the property at22 Yalgar Road, Kirrawee, NSW which is currently beingmarketed for sale. The directors anticipate a sale price of$3.5million which would not result in any capital gains tax.
(b) Non-Current Assets
Freehold land and buildings - at cost
Land 20,253 9,220
Buildings 23,041 13,861
Less: Accumulated depreciation (1,734) (1, 376)
21,307 12,485
Total Land and Buildings 41,560 21,705
Leasehold improvements - at cost 998 427
Less: Accumulated depreciation (264) (122)
Total leasehold improvements 734 305
721620563010585653916035815003016167620583533333333463334834343343535216333521633521Plant and equipment - at cost 75,483 67,003
Less: Accumulated depreciation (51, 677) (47, 198)
23,806 19,805
Capital works in progress $-$ at cost 2,939 2,795 40
Plant and equipment under lease 10,010 11,322 -
ess: Accumulated amortisation (2,857) (3, 543) CASS
7,153 7,779 $\overline{\phantom{a}}$
Total property, plant and equipment 76,192 52,389 40

Note 13 Property, plant and equipment (continued)

A directors' valuation of Non-Current Land and Buildings was undertaken on 30 June 2004 as part of a policy to value Land and Buildings every 3 years.

The Landmark Property Trust land and building which was consolidated in the current year was valued in February 2005 whilst the York Precision Plastics Land and building was valued on acquisition as at January 2005. The directors' aggregate valuation of Land and Buildings is $55.1 million, which includes $3.6 million for the surplus building at 22 Yalgar Rd Kirrawee included in Current Assets and $51.5million for the other Land and Buildings included in Non-Current Assets. The valuations are based on a combination of independent advice on the market valuation, formal valuations and purchase offers and comparisons to similar properties sold in the area. Capital gains tax that could be paid if the Land and Buildings were sold at balance date at this valuation is $3.4million. These valuations have not been reflected in the accounts.

Non-current assets pledged as security

Refer to Note 21(b) for information on non-current assets pledged as security by the parent entity or its controlled entities.

Reconciliations

Reconciliations of the carrying amounts of each class of property, plant and equipment are set out below.

Plant and Leased Plant Capital Works
Land$'000 Buildings$'000 improvements$'000 $'000 Equipment and Equipment$'000 In Progress$1000 Total$'000
9.220 12.485 305 19.805 7.779 2.795 52,389
11,033 9,180 455 8.473 1.947 208 31,296
(1.461) (1.461)
1.446 (1.446)
(396) (26) (4.271) (1, 127) (5,820)
38 (186) (64) (212)
20.253 21,307 734 23,806 7.153 2.939 76,192

Notes to and forming part of the Accounts

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005$000s 2004$000s
VIITIKUUSEU TUORUUNUU KUULUUSUUSEKS
Nate 14Deferred tax assets
Future Income Tax Benefits - timing differences 1,510 979 1,510 979
Note 15
httangible assets
Borrowing costs 66 27 49 22
Preliminary expenses, licences and patents - at cost 831 810 40 45
Less: Accumulated amortisation (563) (503) anna. (4)
268 307 40 41
Goodwill 4,606 3,384 -
Less: Accumulated amortisation (1,502) (1, 306) معدد
3,104 2,078 Sopher
Brand names - at cost 1,090
ess: Accumulated amortisation (145) monacon as dia
945
4,383 2,412 89 63
Note 16
Other non-current assets
Director Loans - secured *33 (d) 439 439 439 439
Employee Loans - secured 420 246 389 246
Other Loans - secured ** 122 433 a. 400
Other Loans - unsecured 223
Other Debtors 30
Amounts due from related bodies corporate 57,858 52,457
1,011 1,341 58,686 53,539

$\ast$ Further information relating to loans to directors and specified executives is set out in notes 5 and 33. These loans are secured over the shares acquired.

** These loans are secured by both property and fixed and floating charges. Repayment terms are within two years. Interest rates are floating and currently average 9.75%.

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005$000s 2004$000s
current liaseltes
Note 17Payables
Trade creditors 15,719 9.344
Other creditors and accruals 2,143 1,277 25 18
Total 17,862 10,621 25 18
Note 78Interest bearing ilabilities
Bank overdraft $18($ a} 1.654 908
Bank Loans – Secured 18(a) 1,848 926 200 536
Lease liabilities – Secured 18 (a), 28 2,167 2,468
Hire purchase liabilities - Secured 2.330 1,883
Other loans - unsecured 100 102
8,09905/05/05/05/05/05/05/05/05/05/05/05/05/0 6.287 200 536

(a) Bank overdraft and bank loans - secured

The bank overdraft, bank loans and certain lease liabilities are secured by certain charges over the consolidated entity's freehold properties, assets and undertakings.

Each bank loan has a specific purpose with various loans having repayment schedules, which extinguish the debt over periods ranging from seven to ten years.

Bank overdrafts have been reflected after taking account of legal right of set-off which was established with the bank and whereby interest is charged on the net balance.

(b) Total secured liabilities $-$ see Note 21

Consolidated entity Parent entity
2005$000s 2004$000s 2005S000s 2004$000s
(c) Foreign currency liabilities
Current liabilities not effectively hedged
Japanese Yen 31 52
US Dollars 359
31 411
Note 19Provisions
Current
Employee benefits 1,817 1,233
Warranty 40
Provision for redundancy and plant closure 18
1,875 1,233
Non Current
Employee benefits 2,003 1,319
Total Provisions 3,878 2,552

Notes to and forming part of the Accounts

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005SO00s 2004$000s
Nate 28Other current liabilities
Deferred income on sale and leaseback of assets 19 30
NON-CURRENT LIABILITIES
Next 23Interest bearing ilabilities
Bank Loans - Secured18 (a) 42,545 15,850 21,690 7,740
Loans from related bodies corporate 41,946 38,313
Other Loans - Unsecured 1,032
Lease liabilities - Secured18 (a), 28 3,787 4,063
Hire purchase liabilities - Secured 3,844 3,448
Total 51,208 23,361 63,636 46,053
(a) Secured liabilities
Total secured liabilities (current and non-current) are:
Bank overdrafts 1,654 908
Bank loans 44,393 16,776 21.890 8,276
Lease liabilities 5,954 6,531 -
Hire purchase liabilities 6,174 5,331 معد
58,175 29,546 21,890 8,276

Bank overdrafts and loans are secured as noted in Note 18 above.

Lease and Hire Purchase liabilities are effectively secured as the rights to those assets revert to the lessor or hirer in the event of default.

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005$000s 2004$000s
(b) Assets pledged as security
The carrying amounts of non-current assetspledged as security are:
First mortgage
Freehold land and buildings 13(b) 41,560 21,705
Finance Lease
Plant and equipment under finance lease 13(b) 7,153 7,779
Floating charge
Investments 12 4,932
Plant and equipment 13(b) 24,411 20,067
Total non-current assets pledged as security 73,124 54,483
The following current assets are also pledgedas security under the floating charge:
Cash assets 190 13
Receivables - current 23,064 14,113
Inventories 18,427 10,990
Other current assets 1,343 704
Total current assets pledged as security 43,024 25,820
Total assets pledged as security 116,148 80,303
Note 22
Other non-current liabilities
Creditor amounts subject to long termfinancing - secured * 122 223
Deferred income on sale and leaseback of assets 7 23
129 246

* Secured by the underlying machinery.

Notes to and forming part of the Accounts

Consolidated entity Parent entity
2005$000s 2004$000s 2005SOOOs 2004$000s
SHAREHOLDERS' EQUITY
Note 23
Contributed equity
Paid-up capital
68,003,105 ordinary shares fully paid 38,773 38,475 38,773 38,475
Movements in ordinary share capital
Balance at the beginning of the financial year 38,475 37,581 38,475 37,581
Shares issued under Dividend Re-investment Plan 580 580
Exercise of options 298 314 298 314
Total 38,773 38,475 38,773 38,475
No. No. No. No.
Movements in number of ordinary shares
Balance at the beginning of the financial year 67,558,105 66,499,254 67,558,105 66,499,254
Shares issued under Dividend Re-investment Plan
$-12$ November 2003 376,695 376,695
- 16 April 2004 237,156 237,156
Exercise of options
$-14$ July 2003 50,000 50,000
- 13 August 2003 100,000 100,000
- 22 September 2003 150,000 150,000
- 20 October 2003 27,000 27,000
– 30 October 2003 118,000 118,000
-9 July 2004 100,000 100,000
- 6 September 2004 75,000 75,000
-8 September 2004 75,000 75,000
- 28 September 2004 195,000 195,000
68,003,105 67,558,105 68,003,105 67,558,105

(a) During the financial year the company issued 445,000 ordinary shares at an average of $0.6959 each through the exercise of employee share options.

(b) Information about the Plaspak Executive Incentive Scheme , including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year are set out in Note 37.

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005$000s 2004$000s
Nate 24
Reserves
Foreign currency translation 57 47
Movement in reserve
Opening balance 47 40
Translation of 50% interest in Spraypac
Products (NZ) Ltd 10 7
Closing balance 57 47
Note 26
Retained profits
Retained profits at the beginning of the financial year 8,172 5,457 2,506 59
Net profit after income tax attributable to membersof Parent entity 3,424 6,909 3,666 6,641
Available for appropriation 11,596 12,366 6,172 6,700
Dividends paid or proposed6 (4, 420) (4, 194) (4, 420) (4, 194)
Retained profits at the end of the financial year 7,176 8,172 1,752 2,506
Note 26
Outside equity interests in controlled entities
Outside equity interest comprises:
Share capital 978 64
Reserves 150
Accumulated losses (175) 87
953 151
(a) Outside equity interests in issuedand paid-up capital of controlled entities
Units in Property Trust
Landmark Property Syndicate No 4 914
Issued ordinary shares
Spraypac Products (NZ) Limited 64 64
978 64

Nate 27 Financial instruments

(a) Forward Exchange Contracts

The consolidated entity enters into forward exchange contracts to buy and sell specified amounts of foreign currencies for the purchase of machinery and inventory, in the future, at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the consolidated entity against unfavourable exchange rate movements for both the contracted and anticipated future sales and purchase undertaken in foreign currencies.

At balance date, the details of outstanding forward exchange contracts buying foreign currency and selling Australian dollars are:

Average Exchange Rate
2005 2004 2005 2004
Buy Currency Maturity $'000 $1000
"{{AZZA}}{{{&{}}}{{&{{{}}}{{}}}{{{}}}{{{}}}{{{}}}{{{{}}}{{{}}}{{{}}}{{{}}}{{{}}}{{}}}{{{}}}{{{}}}{{{}}}}
United States Dollars $0 - 6$ months 3.198 804 D 763 -696
United States Dollars $6 - 12$ months 489 0.765
Euro Dollars $0 - 6$ months 797 N 596
Japanese Yen $0 - 6$ months 208 359 81.768 77.315

The unrecognised gain from forward exchange contracts as at 30 June 2005 was $Nil (2004: Nil). Refer to Note 27(d) for further information on the value of forward exchange contracts.

(b) Interest Rate Exposures

The consolidated entity's exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is as follows:

Weighted FloatingInterest Fixed Interest Rate MaturingWithin 1 Year1 to 5 Years
AverageInterest Rate Rate Non-interestBearing Total
1992 ASSAS SERRA ARABAN ARABAN ARAB ARAB ARAB ARAB AR % Note $000saaaaaaaaaa $000s $000saanaanaanaanaanaanaanaanaanaanaanaanaan $000s $000saaaaaaaa
2005
Financial Assets
Cash 0.0 346 346
Loans Receivable 9.8 16 981 130 1,111
Receivables 0.0 9 23,183 23,183
Total Financial Assets 981 130 23,529 24,640
Financial Liabilities
Bank Overdrafts 9.6 18 1.654 1.654
Bank Loans 6.6 21 (a) 44.393 44.393
Interest rate swaps* 5.5 (5.000) 5.000
Other Loans 0.0 18.21 1.132 1.132
Trade and
Other Creditors 0.0 17 17,862 17,862
Lease and Hire
Purchase Liabilities 7.0 18, 21 4,497 7,631 12,128
Total Financial Liabilities 41,047 9,497 7,631 18.994 77,169

* Notional principal amounts

Weighted Floating Fixed Interest Rate Maturing
AverageInterest Rate InterestRate Within 1 Year 1 to 5 Years Non-interestBearing Total
% Note $000s $000s $000s $000s $000snmmmm
2004
Financial Assets
Cash 0.0 8 123 123
Loan Receivable 9.8 16 1,118 1.118
Receivables 0.0 9 14,440 14,440
Total Financial Assets 1,118 14,563 15,681
Financial Liabilities
Bank Overdrafts 9.3 18 908 908
Bank Loans 6.6 21(a) 16,776 16,776
Interest rate swaps * 5.5 (8,000) 3,000 5,000
Other Loans 0.0 18 102 102
Trade and
Other Creditors 0.0 17 10,621 10,621
Lease and HirePurchase Liabilities 7.4 18 4,351 7,511 11,862
Total Financial Liabilities 9.684 7,351 12,511 10,723 40,269

a sa mga mga mga mga mga mga mga mga mga mg

Note 27

Financial instruments (continued)

* Notional principal amounts

In April 2001 the company entered into an interest rate swap transaction fixing the interest rate on bank borrowings of $5million to 5.53% plus bank margin over five years.

Interest rate swaps

Bank loans of the consolidated entity currently bear variable interest rates. The consolidated entity has entered into interest rate swap contracts to protect part of the loans from exposure to increasing interest rates. Under these contracts, the consolidated entity is obliged to receive interest at variable rates and to pay interest at fixed rates. The contracts are settled on a net basis and the net amount receivable or payable is included in other debtors or creditors.

At balance date, the details of interest rate swap contracts are:

Effective Average Interest
Rate Payable Notional Principal
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,2005 2004 0200000000000000000000000000000000000002005 2004
% % SOOOS $000s
nsisten alle med till andet andet alle till andet andet andet andet andet andet andet andet andet andet andet andet andet andet andet and and and and and and and and and andSettlement:
0 to 1 years,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 5.53 $4.9^{\circ}$ 5,000 3,000
1 to 2 years . 5.53 -,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 5,000

Note 27 Financial instruments (continued)

(c) Credit Risk Exposure

The credit risk exposure of the consolidated entity to financial assets, which have been recognised on the balance sheet, is generally the carrying amount, net of any provisions for doubtful debts. The consolidated entity's exposure is minimised by the fact that the majority of the trade debtors balance is with a diverse range of blue-chip Australian and Multi-national manufacturers and retailers. The balance is with a very wide range of manufacturers and resellers with no large single concentration in any area.

(d) Net fair values of financial assets and liabilities

On-balance sheet

The net fair values of financial assets and financial liabilities approximate their carrying value.

Derivative financial instruments

The net fair value of financial assets or financial liabilities arising from interest rate swap agreements has been determined as the carrying amount, which represents the amount currently receivable or payable at reporting date and the present value of the estimated future cash flows which have not been recognised as an asset or liability. For forward exchange contracts the net fair value is taken to be the unrealised gain or loss at balance date calculated by reference to the current forward rates for contracts with similar maturity profiles.

Financial Assets 2005CarryingAmount$000s 2005Net FairValueS000s 2004CarryingAmount$000s 2004Net FairValue$000s
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,Forward exchange contracts* --------------------------
Interest rate swaps,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Financial Liabilities,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 72388883222222222388888883232323388888888 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Forward exchange contracts* ĸ
Interest rate swaps

* These amounts are unrealised foreign exchange gains and losses which have been included in the carrying amount and net fair value of the on-balance sheet financial assets and liabilities disclosed above.

Consolidated entity Parent entity
2005$000s 2004$000s 2005$000s 2004$000s
Note 28
Lesse commitments
(a) Finance leases commitments payable:
- not later than 1 year 2,514 2,861
- later than 1 year but not later than 5 years 4,143 4.447
- later than 5 years ana.
Minimum lease payments 6,657 7,308
Less:
Future finance charges notprovided in the financial statements (703) (777)
Total lease liability 5,954 6,531
Provided in the financial statements as:
Current liabilities 2,167 2,468 سد
Non-current liabilities 3,787 4,063
Total 5,954 6,531
(b) Hire Purchase commitments payable:
- not later than 1 year 2,783 2,204
- later than 1 year but not later than 5 years 4,075 3,649
- later than 5 years
Minimum hire purchase payments 6,858 5,853
Less:
Future finance charges not provided in thefinancial statements (684) (522)
6,174 5,331
Total hire purchase liability
Provided in the financial statements as:
Current liabilities 2,330 1,883
Non-current liabilities 3,844 3,448
6,174 5,331
(c) Operating lease commitments
Operating lease rentals contracted for but notcapitalised in the financial statements payable:
- not later than 1 year 1,272 1,792
- later than 1 year but not later than 5 years 2,179 6,153
– later than 5 years 1,373
3,451 9,318

Notes to and forming part of the Accounts

Consolidated entity************************************ Additional Andrew Material Andrew Material Andrew Parent entity
VENNISTASIONI VAINNA KORROLLIIN KORROLLIIN KORROLLIIN KORROLLIIN KORROLLIIN 2005$000s 2004$000s 2005SOOOS 2004
Nation 28Capital expenditure commitments
Capital expenditure commitments contracted for:
Plant and equipment purchases 570
Pavable
- not later than 1 year Island shokular indulated shokular

Note 30

Superannuation commitments

The consolidated entity participated in seventeen employer sponsored superannuation plans. All funds were accumulation plans whereby the company contributed various percentages of employee gross incomes, the majority of which were as determined by the superannuation guarantee legislation. Benefits provided under the plan are based on accumulated contributions and earnings for each employee. There is no legally enforceable obligation on entities in the consolidated entity to contribute to the superannuation plans other than requirements under the superannuation guarantee legislation.

Consolidated entity Parent entity
20042005 2005 2004
Pelippine (318)Contingent liabilities $000s $000s SOOOS $000s
(a) Parent entity
Guarantees of controlled entities' banking and financefacilities totalling $81,471,000 of which $59,570,000was drawn at balance date.
Bank guarantees over borrowings by purchasersof Plaspak's former thermoforming business in Adelaide 500 1.800 500 -800
(b) Controlled entities
Bank quarantees 105 Island and and ad ad ad ad ad ad ad

Note 32 Segment information

(a) Year ended 30 June 2005

Mining
Plastics Custom Generator Equipment Importing and
Packaging Plastics Operations Manufacturing Distribution Total
Business Segments $000s $000s $000s $000s $000s $000s
Primary Segment
Sales Revenue 72,019 7,564 5,233 1,736 3.020 89,572
Other Revenue 1,111 12 25 13 160 1,321
Total Revenue*********************************** 73,130 7,576 5,258 1.749 3,180 90,893
Segment result 8,143 416 525 422 242 9,748
Unallocated corporate costs (3,799)
Unallocated interest (1,260)
Consolidated operating profit
before income tax 4,689
Income tax (expense)/benefit (1, 248)
Consolidated operating profit
from ordinary activities after
income tax 3,441
Assets
Segment Assets 96,397 16,607 6,623 3,678 1,322 124,627
Unallocated Assets 4,666
129,293
Liabilities
Segment Liabilities 40,795 3,762 3,896 1,107 415 49,975
Unallocated Liabilities 32,359
82,334
Other segment information
Depreciation 4,417 129 68 48 9 4,671
Amortisation of Leased assets 1,058 62 З 1,123
Amortisation of Goodwill 172 24 196
Amortisation of other intangibles 73 10 1 84
Acquisition of non-current
Segment assets 21,327 8,318 584 1,015 51 31,295

Tanah Kabupaten Indonesia Pandalah Pandalah Pandalah Pandalah Pandalah Pandalah Pandalah Pandalah Pandalah P

Notes to and forming part of the Accounts

Note 32

Segment information (contitued)

(b) Year ended 30 June 2004

In 2003-4 the consolidated entity operated predominantly in the plastics packaging industry in Australasia.

(c) The consolidated entity operates wholly within Australia and New Zealand. New Zealand is not a material additional geographic segment.

(d) The consolidated entity has the following 5 business segments

  • The Plastics packaging segment primarily manufactures bottles and closures and imports and distributes trigger sprays.

  • The Custom plastics segment manufactures extruded acrylic and imports and distributes cast acrylic for lighting and industrial applications.

  • The Generator operations segment imports, assembles and maintains power generating equipment.

  • The Mining equipment segment manufactures portable underground mining equipment.

  • The importing and distribution segment imports and sells wire and hardware products.

The last 4 segments were all acquired on purchase of York Group Limited and subsidiaries in January 2005.

The import and distribution segment was disposed of in June 2005 with only the balance of debtors and creditors remaining at balance date.

(e) Segment accounting policies are the same as the consolidated entity's policies described in Note 1.

Note 33

Related parties

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

Transactions are inclusive of GST.

Consolidated entity Parent entity
2005$000s 2004$000s 2005$000s 2004$000s
Transactions with related parties:
(a) Controlled entities:
(i) Supply of caps, bottles and triggers betweencontrolled entities for plastics manufacturing and resale.These items eliminate on consolidation.
(ii) Rental of premises - wholly-owned controlled entities.These items eliminate on consolidation.
(iii) Provision of interest free unsecured loans
- non current receivables (wholly-ownedcontrolled entities) 57.858 52,457
- non current payables (wholly-owned controlled entities) 41,946 38,313
(iv) Dividends received or receivable from wholly-ownedcontrolled entities 5,000 8,000
Trust Distribution from controlled trust 183 647
(v) Management fees paid to the Directors ofSpraypac Products (NZ) Limited. 101 99
(vi) Provision of interest free unsecured loans by theDirectors of Spraypac Products (NZ) Limited (includedin current payables) 101 99
Consolidated entity Parent entity
2005$000s 2004$000s 2005$000s 2004$000s
Note 33
Related parties (continued)
(b) Director-related entities
(i) Pumps purchased for resale fromQuality Dispensers Pty Ltd щ 114
Payable outstanding at balance date 11
(ii) Sales to HomeLeisure Ltd, a company of whichMr G. Molloy and Mr J. Wowk are directors 54 113
Receivable outstanding at balance date 48
(iii) Success fee re sale of ERT Pty Ltd businesspayable to Corso Management Services Pty Ltd, acompany of which Mr G.Molloy is a director 90
Payable outstanding at balance date 90
(iv) Provision of accounting services by Holden andBolster, a firm in which Mr R. Beath is a partner 179 150 20 3
Payable outstanding at balance date 38 78 19
(v) Provision of legal services by Doherty Partners,a firm in which Mr J. Wowk is a partner 439 180 282 89
Payable outstanding at balance date 187 68 45 28
The aggregate amounts receivable and payable todirector-related entities at balance date were as follows:
current assets 48
- current liabilities 315 157 64 28
(c) Loans to directors:
Loan to Managing Director David Hoff to enablepurchase of Plaspak Group Limited shares throughexercising of options. The loan is at commercialinterest rates and was approved at a general meetingof shareholders on 30 July 2002. The loan is over amaximum of 5 years and is secured over theshares acquired. 439 439 439 439

(d) Options granted to directors:

On 25 November 2003 shareholders approved the grant of 100,000 options to the Managing Director Mr David Hoff, which he became entitled to under his management contract (refer Note 37).

Notes to and forming part of the Accounts

Consolidated entity Parent entity
2005No. 2004No. 2005No. 2004No.
Note 33
Related parties (continued)
(e) Share transactions of directors:
Directors and director-related entities have acquiredor disposed of ordinary shares in the members of theconsolidated entity during the financial year as follows:
Plaspak Group Limited - acquired 680 234 680 234
Plaspak Group Limited - disposed (75) (75) (75) (75)
Net movement 605 159 605 159
Directors and director-related entities hold directly,indirectly or beneficially as at the reporting date thefollowing equity interests in members of theconsolidated entity:
Plaspak Group Limited - ordinary shares 9,060 8,455 9,060 8,455
Consolidated entity Parent entity
2005$000s 2004$000s 2005$000s 2004$000s
Note 34Cash flow information
(a) Reconciliation of profit after income tax to thecash provided by operating activities
Profit after income tax 3,441 6,909 3,666 6,641
Cash flows in operating result attributable tonon-operating activities:
Interest paid 2,946 2,063 1,037 662
Cash flows in operating activites but not attributableto operating result:
Payments from employee provisions (990) (1,708)
Non-cash flows in operating profit:
Amortisation 1,403 1,385
Depreciation 4,671 4,386
Deferred income (27) (19)
Deferred expenses 18
Items reducing outside equity shareholder
Transfers to/(from) provisions 1,203 582 4
Loss/(Profits) on sale of property, plant and equipment 2 (692)
Increase/(decrease) in tax payable 289 302 (10)
(Increase)/decrease in deferred tax assets 115 429 (531) (860)
Increase/(decrease) in deferred tax liabilities 300 (1,989) 310 747
Consolidated entity Parent entity
2005$000s 2004$000s 2005SOOOs 2004$000s
Nate 34
Cash flow information loontinued)
Changes in assets and liabilities, net of the effectsof purchase and disposal of controlled entities:
(increase)/decrease in trade and other debtors (1.595) 425
(Increase)/decrease in prepayments (158) 84 91 231
Decrease in inventories 1.974 1.511
Increase/(decrease) in trade creditors and accruals 170 241 63 60
Net cash provided by operating activities 13,762 13.607 4.942 7.217
(b) Reconciliation of Cash
For the purposes of this statement of cash flows,cash includes:
Cash on hand 10 10
Call deposits with financial institutions 336 113 105 534
Bank overdrafts - secured (1,654) (908)
(1,308) (785) 105 534

Acquisitions

2005 2004
$000s $000s
(c) Acquisition/Disposal of Businesses
During the year 100% of the Controlled entityYork Group Limited was acquired.
Aggregate details of this transaction is:
Purchase Price 12,061
Cash consideration 12,061
Overdraft held at acquisition date 1,037
Cash outflow 13,098
Assets and liabilities held at acquisition date:
Receivables 6,736
Prepayments 265
Inventories 9,346
Property, Plant and Equipment 9,527
Intangibles 957
Tax Assets 853
Creditors - Current (6,710)
Interest Bearing Liabilities - Current (1,272)
Provisions - Current (487)
Interest Bearing Liabilities - Non Current (6, 811)
Deferred Tax liabilities (10)
Provisions - Non Current (518)
11,876
Goodwill on consolidation 1,222
13,098

Novem 36

Cash flow information (continued)

(d) Non-cash Financing and Investing Activities

(i) During the financial year, the consolidated entity acquired Plant and Equipment with a value of $3,515,000 by means of finance leases or hire purchase agreements.

(ii) In accordance with the Company's Executive Incentive Scheme $143,000 in Ioans were provided to employees at commercial interest rates in order to exercise options under the scheme. This was a non-cash financing activity as payment for the shares was offset by funds advanced for the loans

Consolidated entity Parent entity
716293932692523233369454218963151691218161691818216916910101012222323231614141414141414141414(e) Unused credit facilities 2005$000s 2004$000s 2005SOOOs 2004$600s
(i) The consolidated entity had access to thefollowing lines of credit at balance date:
Total facilities available
Bank Overdraft 4.500 3.000
Bank Loans 49,675 21,076
Total\\\\\\\\\\\\\\\\\\\\ 54,175 24,076
Not utilised at balance date
Bank Overdraft 2,846 2.092
Bank Loans 5.450 4,300
8,296 6.392

The major facilities are summarised as follows:

Banking overdrafts

Bank overdraft facilities are arranged equally with the Commonwealth Bank of Australia Ltd, ANZ Bank and the National Australia Bank with the general terms and conditions being set from time to time. Overdraft balances are subject to set-off arrangements whereby credit balances can be netted off against debit balances with the total facility and interest being applied to the net balance.

Commercial bill facilities

$44,925,000 variable interest rate and $5,000,000 fixed interest rate facilities provided by the Commonwealth Bank of Australia Ltd, ANZ Bank, Suncorp Metway and the National Australia Bank Ltd.

All banking facilities are subject to annual review in line with normal banking practice. There is no reason to believe that facilities will not be routinely renewed at this point. Interest rates on facilities range from 6.57% to 6.93% inclusive of bank margins. Of the bank loans $5,000,000 is subject to fixed interest at 5.53% over the next 10 months.

Note 35

Events subsequent to reporting date

On 14 September 2005 a contract for the sale of Advanced Power Pty Ltd for $3.5million was entered into and completed. This company formed the whole of the Generator Operations segment of the Consolidated Entity. The effective date of the sale was 1 July 2005.

No other matters or circumstances have arisen since the end of the period which significantly affected the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in the financial year subsequent to 30 June, 2005.

Note 36 Discontinuing operations

On 14 September 2005 a contract for the sale of Advanced Power Pty Ltd for $3.5million was entered into. This company formed the whole of the Generator Operations segment of the Consolidated Entity. The effective date of the sale was 1 July 2005. This operation only formed part of the consolidated entity for five months of the 2005 financial year.

Consolidated entity Parent entity
Note 2005$000s 2004$000s 2005SOOOS 2004$000s
Note 37Employee benefits
Employee Benefit and related oncost liabilities
Included in other creditors and accruals – current17 148 208
Provision for employee entitlements $-$ current19 1.817 1.233
Provision for employee entitlements – non current19 2.003 1.319
Aggregate employee benefits and relatedoncost liabilities 3.968 2.760
No. No. No.
Number of employees at year end 421 298

Director and Employee Share Option Arrangements

(i) Plaspak eligible executive employees may be granted options under the Plaspak Executive Incentive Scheme. Options granted under the scheme are for a maximum of five years.

Options under the scheme may only be exercised after two years from the date of issue and expire 30 days after the employee ceases to be an employee.

  • (ii) Options that were granted to directors required shareholder approval and vested immediately.
  • (iii) At the Annual General Meeting on 25 November 2003, shareholders approved the grant of 200,000 options to the Managing Director Mr David Hoff, which he became entitled to under his management contract. These have an exercise price of $1.40 and can be exercised at any time up until 31 May 2007. He became entitled to these on 31 May 2003.

(iv) Options hold no voting or dividend rights and are not transferable without Board of Directors approval.

The closing price of an ordinary share of Plaspak Group Limited on the Australian Stock Exchange at 30 June 2005 was $0.90 (30 June 2004 $0.95).

Notes to and forming part of the Accounts

Consolidated entity Parent entity
20052004No.No. 2005No. 2004No.
Nate 37Employee benefits (continued)
(a) Movement in the number of share options held
by Directors are as follows:
Opening Balance 1,400,000 1,400,000 1,400,000 1,400,000
Granted during the year 200,000 200,000
Exercised during the year (100,000) (150,000) (100,000) (150,000)
Lapsed during the year (100,000) (50,000) (100,000) (50,000)
Closing Balance 1,200,000 1.400.000 1,200,000 1,400,000
(b) Movement in the number of share optionsheld by employees are as follows:
Opening Balance 920.000 1,140,000 920,000 1,140,000
Granted during the year 150,000 150,000
Exercised during the year (345,000) (295,000) (345,000) (295,000)
Lapsed during the year (75,000) (75,000)
Closing Balance 575,000 920.000 575,000 920,000
(c) Details of share options exercised during the year: S000s $000s $000s $000s
Proceeds from shares issued 300 314 300 314
Fair value as at issue date of shares issuedduring the year 440 439 440 439

The company assists employees to acquire shares through exercise of options by providing loans to employees at commercial interest rates. Shares issued to employees in this manner serve as security for the debt.

Fair value of shares issued during the reporting period at their issue date is estimated to be the market price of shares of the parent entity on the Australian Stock Exchange as at close of trading on the issue dates. The fair value of shares at date of issue was:

Fair Value Number of
Grant Date Expiry Date Issue Date at issue date shares issued
11 Jul 00 11 Jul 04 -9 Jul 04 $95,000 100.000
28 Sep 99 28 Sep 04 6 Sep 04 $75,000 75,000
28 Sep 99 28 Sep 04 8 Sep 04 $75,000 75,000
28 Sep 99 28 Sep 04 28 Sep 04 $75,000 75,000
28 Sep 99 28 Sep 04 28 Sep 04 $50,000 50.000
28 Sep 99 28 Sep 04 28 Sep 04 $20,000 20,000
28 Sep 99 28 Sep 04 28 Sep 04 $50,000 50.000
Total $440,000 445.000
Consolidated entity Parent entity
2005No. 2004No. 2005No. 2004No.
Nate 37
Employee benefits (continued)
(d) Details of share options outstanding
as at end of the year:
Grant Date Expiry Date Exercise Price
28 Sep 99 28 Sep 04 $0.65 345,000 345,000
11 Jul 00 11 Jul 04 $0.76 100.000 100,000
11 Oct 00 11 Oct 05 $0.73 75.000 75,000 75,000 75,000
10 May 01 10 May 06 $0.73 75,000 75,000 75,000 75,000
1 Jul 01 1 Jul 06 $0.83 25,000 25,000 25,000 25,000
30 Jul 01 30 Jul 06 $0.83 125,000 125,000 125,000 125,000
22 Mar 02 22 Mar 07 $1.21 125,000 125,000 125,000 125,000
12 Aug 02 12 Aug 07 $1.65 900,000 900,000 900,000 900,000
31 May 01 31 May 05 $0.90 100,000 100,000
31 May 02 31 May 06 $1.86 100,000 100,000 100,000 100,000
31 May 03 31 May 07 $1.40 200,000 200,000 200,000 200,000
17 Nov 03 17 Nov 08 $1.12 75,000 75,000 75,000 75,000
24 May 04 24 May 09 $1.13 75,000 75,000 75,000 75,000
1,775,000 2,320,000 1,775,000 2,320,000

Directors' Declaration

The directors declare that the accompanying financial statements and notes:

    1. Comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
    1. Give a true and fair view of:
  • a. The financial position of the company and consolidated entity as at 30 June 2005; and
  • b. The performance of the company and consolidated entity for the financial year ended on that date.

In the opinion of the directors:

    1. The financial statements and notes are in accordance with the Corporations Act 2001; and
    1. There are reasonable grounds to believe that the company will be able to meet its debts as and when they become due and payable.

Signed in accordance with a resolution of the board of directors.

Colin Francis Ryan Director

Sydney 27th September 2005

Independent Audit Report

Independent Audit Report

I, Independence In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. The independence declaration given in the directors in accordance with section 307C would be in the same terms if it had been given at the date of this report. Audit Opinion In our opinion, the financial report of Plaspak Group Linated is in accordance with: the Corporations Act 2001, including: ($) giving a true and fair view of the company's and consolidated entity's financial position as at30 Aare 2005 and of its performance for the year cuded on that date; and ₹ĝ≹. $\langle \tilde{z} \tilde{z} \rangle$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; ះពៅ $\langle {x}$ other mandatory financial reporting requirements in Australia. BDC BDO Chartered Accountants K R Reid Partner Sydney, 2710 day of September 2005

Auditor's Independence Declaration

Level († 3 Market Street Sydacy NSW 2000)GPC Hav 2341 Sydacy NSW 2001Tet (6) 2 V286 3333 Far (61 2 9206 3340)Candi) bibaydigdubacyd.cam.aururchda.com.au Chartered Accountants & Advisers Auditor's Independence Declaration To the directors of Plaspak Group Limited: I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 Jane 2005 there have been: ${i}$ no contraventions of the mallior independence requirements as set out in the Corporations Act 2001 in relation to the audit, and (ii) no contraventions of any applicable code of professional conduct in relation to the aufit. BDO BDO Chartered Accountants $\alpha_{\rm m}$ anca a contra $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{$ K & Reid Pariner Sydney, $27^{\rm h}$ day of September 2005 y (filmida) di che havoroniquidiCapiloresh object derDoublinesh object derAntibony der objective diAntibony dan anal ookside a sa masa sa sa sa sa sa sa sa sa sa sa sa sa

1. Shareholding

(a) Distribution of shareholders at 25 August 2005

Number of Shareholders
Category (size of holding)THE REPORT OF THE REPORT OF THE REPORT OF THE REPORT OF THE REPORT OF THE REPORT OF THE REPORT OF THE REPORT OF ***********************************2005000s201 2004ററ്റെ
$1 - 1,000$ . .
$1,001 - 5,000$,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 745 56
$5,001 - 10,000$ 625
$10,001 - 100,000$. ፍ55
100,001 and over

(b) The number of shareholdings held in less than marketable parcels is 68.

(c) The names of the substantial shareholders listed in the holding company's register at the 25th August 2005

Number of Shares***************************
MASSIKANSISSIANKIININ KASSA KANAN KANAN KANAN KANAN KANAN KANAN KANAN KANAN KANAN KANAN KANAN KANAN KANAN KANA 2005000s 2004ററാട
ANZ Nominees 8.257
Corso Investments Pty Ltd 7.129 129
Equipment Co of Australia Pty Ltd 6.543 73A
National Nominees Limited 4.275
Vitri Australia Pty Limited 3.9408.0.000.000.000.000.000.000.000.000.000

(d) Voting rights

The consolidated entity has one class of ordinary shares with equal voting rights attached to them.

(e) Twenty largest shareholders

Number ofordinary fully paid Percentageheld of listed
Name shares held000s ordinary capital
ANZ Nominees Limited 8,257 12.14
2 Corso Investments Pty Ltd 7,129 10.48
3 Equipment Co of Australia Pty Ltd 6,543 9.62
National Nominees Limited 4,275 6.29
5 Vitri Australia Pty Ltd 3,940 5.79
6 John E Gill Trading Pty Ltd 1,569 2.31
Metal Industries Pty Ltd 1,076 1.58
8 Citicorp Nominees Pty Limited 881 1.30
Mr David Hoff 857 1.26
10. MF Custodians Ltd 712 1.05
11 Mr Colin Francis Ryan and Mrs Jose Maureen Ryan 500 0.73
12 1 MLC Limited 416 0.61
13 Mr Frank Joseph Hardiman 385 0.57
14 Mr Ian MacDonald 375 0.55
15 Ms Alison Irving 342 0.50
16 Australian Investments Oriental Nominee Limited 325 0.48
17 Mr Robert Joseph Faulks and Mrs Patricia Baynton Faulks 300 0.44
18 J P Morgan Nominees Australia Limited 293 0.43
19 Chandos Nursing Home Pty Ltd 290 0.43
20. Samtyl Investments Pty Ltd 263 0.39
Total 38,728 56.95

(f) There is no on market buy back for Group shares as at 25 August 2005.

2. The name of the company secretary is

Mr Robert Nicholls.

3. The address of the principal registered office in Australia is

25-27 Waratah Street, Kirrawee, NSW 2232 Telephone (02) 9521 8444 Fax (02) 9521 4561 Email [email protected]

4. Registers of securities are held at the following addresses:

New South Wales Registries Limited Level 2 28 Margaret Street, Sydney NSW 2000 P.O. Box P67, Royal Exchange, Sydney NSW 1223

5. Stock Exchange Listing

Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Stock Exchange Ltd.

Notes

Corporate Directory

Directors

Colin F. Rvan B.Com., Dip.Ed., C.A Director and Chairman (non-executive)

Glenn R. Molloy Director (executive)

Raymond M. Beath B.Com., F.C.A Director

(non-executive)

Jury I. Wowk B.A., LL.B Director (non-executive)

David A. Hoff C.P.A Managing Director

Company Secretary

Robert J. Nicholls

LL.B (Hons), Grad Dip Leg Prac., Grad Dip CSP, Grad Dip Bus Admin., FCIS

Head Office & Registered Office

Plaspak Group Limited 25-27 Waratah Street Kirrawee NSW 2232 Telephone 02 9521 8444 Facsimile 02 9521 4561

Share Registry

Registries Limited Level 2, 28 Margaret Street Sydney NSW, 2000 Telephone 02 9290 9600 Facsimile 02 9279 0664

Auditors

BDO

Allianz Centre 2 Market Street Sydney NSW, 2000 Telephone 02 9286 5555 Facsimile 02 9286 5599

The Plaspak Group of Companies

New South Wales Plaspak Contaplas Pty Limited Plaspak (PET) Pty Limited 8 Contaplas Street Arndell Park NSW 2148 Telphone 02 9672 0909 Facsimile 02 9672 0977

Plaspak Steri-Plas Pty Limited 6-8 Helles Avenue Moorebank NSW 2170 Telephone 02 9821 2060 Facsimile 02 9821 2038

Plaspak JWS Pty Limited 13A Stanton Road Seven Hills NSW 2147 Telephone 02 9624 4488 Facsimile 02 9674 6592

Plaspak Closures Pty Limited 25-27 Waratah Street Kirrawee NSW 2232 Telephone 02 9521 8444 Facsimile 02 9521 4561

Rambor Limited 108 Albatross Road South Nowra NSW 2541 Telephone 02 4422 6323 Facsimile 02 4422 5423

York Precision Plastics Pty Limited 16 Wiggs Road Riverwood NSW 2210 Telephone 02 9584 7000 Facsimile 02 9533 3562

Victoria

Plaspak Peteron Pty Limited Plaspak Closures Pty Limited 36-42 Hydrive Close Remington Industrial Estate Dandenong South Vic 3175 (Plaspak Peteron) Telephone 03 9799 8877 Facsimile 03 9799 8866 (Plaspak Closures) Telephone 03 9791 8386 Facsimile 03 9799 8866

York Precision Plastics Pty Limited 33 Vella Drive Sunshine West VIC 3020 Telephone 03 9311 1781 Facsimile 03 9311 7791

Queensland

Plaspak QP Pty Limited 72 Pritchard Road Virginia QLD 4014 Telephone 07 3865 3833 Facsimile 07 3865 3862

York Precision Plastics Pty Limited 17 Moonbi Street Brendale QLD 4500 Telephone 07 3889 9922 Facsimile 07 3889 9933

South Australia

York Precision Plastics Pty Limited 336A South Road Croydon Park SA 5008 Telephone 08 8241 7144 Facsimile 08 8241 7272

New Zealand

Spraypac Products (NZ) Limited Peter Blackett (Managing Director) 287 Neilson Street Onehunga Auckland NZ 1006 Telephone + 64 9 634 3890 Facsimile + 64 9 634 3891

York Precision Plastics Pty Limited 60A Cryers Road East Tamaki NZ Telephone + 64 9 274 1800 Facsimile + 64 9 274 2833

1988 - Andrew Maria Barbara, marka a shekara tshkollari na matshalati na matshalati na matshalati na matshala 1986 - Andrew Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Mar