THORNEY OPPORTUNITIES LTD ACN 080 167 264

ASX Announcement: 24 October 2014

ASX Code: TOP

THORNEY OPPORTUNITIES LTD NOTICE OF 2014 ANNUAL GENERAL MEETING

Pursuant to ASX Listing Rule 3.17 please find following a copy of documents which have been mailed to shareholders today:

Notice of Annual General Meeting Tuesday, 25 November 2014, to be held: at 4:00pm AEDT at the offices of Arnold Bloch Leibler Level 21, 333 Collins Street Melbourne Vic 3000

Copy of Proxy form

Copy of Annual Report (for those shareholders who have elected to receive a hard copy).

Please direct enquiries to: Craig Smith Company Secretary

Level 39, 55 Collins Street, Melbourne Vic 3000 Telephone + 61 3 9921 7116 Facsimile + 61 3 9921 7100

THORNEY OPPORTUNITIES LTD

ACN 080 167 264

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2014 Annual General Meeting of Thorney Opportunities Ltd (TOP) will be held at:

Venue: Arnold Bloch Leibler, Level 21, 333 Collins Street Melbourne Vic 3000 Date: Tuesday, 25 November 2014 Time 4:00 pm AEDT

Items of business:

1. Financial Statements and Reports

To consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2014.

2. Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non‐binding ordinary resolution:

“ To adopt the 2014 Remuneration Report for the year ended 30 June 2014. ”

3. Re‐election of Director – Alex Waislitz

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “ That, Alex Waislitz who retires by rotation in accordance with rule 7.1(g) of Thorney Opportunities Ltd’s Constitution, being eligible, be re‐elected as a Director of TOP. ”

By Order of the Board

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CRAIG SMITH ACIS, CPA

Company Secretary 24 October 2014

Level 39, 55 Collins Street, Melbourne Vic 3000 Telephone + 61 3 9921 7116 Facsimile + 61 3 9921 7100

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VOTING RESTRICTIONS

Resolution 1

A vote must not be cast (in any capacity) on resolution 1 by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report (“ KMP ”) or their closely related parties.

However, a vote may be cast on resolution 1 by such a person as proxy for a person entitled to vote on resolution 2 and:

� the proxy appointment is in writing and specifies how the proxy is to vote on resolution 1; or

� the proxy is the Chairman of the meeting; and

� the appointment does not specify the way the proxy is to vote on resolution 1; and

� the appointment expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the KMP.

If you appoint the Chairman of the meeting as your proxy on resolution 1 or the Chairman is appointed your proxy by default, and you do not direct your proxy on how to vote on that resolution, you will be expressly authorising the Chairman of the meeting to exercise your proxy even if that resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman of the meeting intends to vote undirected proxies in favour of resolution 1.

INFORMATION FOR SHAREHOLDERS ATTENDING AND VOTING AT THE AGM

A shareholder is eligible to vote at the AGM if they are registered as a holder of shares in TOP at 7.00pm AEDT on Sunday 23 November 2014.

A personalised proxy form accompanies this Notice of Annual General Meeting.

If you attend the AGM, please bring your personalised proxy form with you. The proxy form will help you to register at the AGM. If you do not bring your proxy form with you, you will still be able to attend and vote at the AGM but representatives from Boardroom Pty Limited (the “ Share Registry ”) will need to verify your identity.

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Thorney Opportunities Ltd Notice of Annual General Meeting

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Shareholder questions

If you are entitled to vote at the AGM, you may submit written questions for Thorney Opportunities Ltd or the Auditor. Please ensure that your written questions are received by the Share Registry by Tuesday 18 November 2014.

Appointing proxies and powers of attorney

If you are entitled to vote at the AGM, you can appoint a proxy or attorney to attend and to vote on your behalf. A proxy or attorney does not need to be a shareholder in TOP and may be an individual or a body corporate.

If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each proxy or attorney is appointed to exercise. If no proportion or number is specified, each proxy or attorney may exercise half of your votes. If you wish to appoint two proxies, please contact the Share Registry on 1300 737 760 (within Australia) or + 61 2 9290 9600 (outside Australia) to request a second proxy form.

Voting by proxies

Under the Corporations Act, if the proxy form directs the proxy how to vote on a particular resolution:

� the proxy does not need to vote on a show of hands but if the proxy does vote on a show of hands, the proxy must vote as directed (subject to any voting exclusions);

� if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

� a proxy who is not the Chairman of the meeting does not need to vote on a poll but if the proxy does vote on a poll, the proxy must vote as directed (subject to any applicable voting restrictions); and

� if the proxy is the Chairman of the meeting, the proxy must vote on a poll and must vote as directed.

Default to the Chairman of the meeting

If:

� a poll has been called on a resolution; and

� a shareholder has appointed a proxy other than the Chairman of the meeting and the appointment of the proxy directs the proxy how to vote on the resolution; and

the shareholder’s proxy either:
does not attend the AGM; or
attends the AGM but does not vote on the resolution,

then the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for that shareholder for the purposes of voting on that resolution. In these circumstances, the Chairman of the meeting must vote in accordance with the written direction of that shareholder.

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Thorney Opportunities Ltd Notice of Annual General Meeting

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Lodging your proxy form

Your completed proxy form must be received by the Share Registry no later than 4.00pm AEDT on Sunday 23 November 2014. You can lodge your completed proxy form with the Share Registry in person, by post or by fax:

In person: Boardroom Pty Limited Level 7 207 Kent Street Sydney, NSW 2000 Australia

By post: Boardroom Pty Limited GPO Box 3993 Sydney, NSW 2001 Australia

By fax: Boardroom Pty Limited +61 2 9290 9655

Online

www.votingonline.com.au/thorneyagm2014

Powers of attorney

If you have appointed an attorney to attend and vote at the AGM, or if your proxy form is signed by an attorney, you must provide the power of attorney (or a certified copy of the power of attorney) to the Share Registry before 4.00pm AEDT on Sunday 23 November 2014, unless this document has previously been lodged with the Share Registry.

You may deliver the power of attorney to the Share Registry by mail (Boardroom Pty Limited, GPO Box 3993, Sydney, NSW, 2001) or in person (Level 7, 207 Kent Street, Sydney, NSW 2000).

Corporate representatives

A corporate shareholder may appoint a person to act as its representative. The representative must bring a properly executed letter or other document, such as an “Appointment of Corporate Representative” confirming that they are authorised to act as the corporate shareholder’s representative at the AGM.

Shareholders can obtain an “Appointment of Corporate Representative” by calling 1300 737 760 within Australia or +61 2 9290 9600 outside Australia between 9.00am and 5.00pm (AEDT).

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Thorney Opportunities Ltd Notice of Annual General Meeting

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Explanatory Notes

Item 1 – Financial Statements and Reports

The Corporations Act requires that the Financial Report, the Directors’ Report and Auditor’s Report be considered at the AGM. Shareholders are not required to vote on these reports.

The Chairman of the meeting will give shareholders a reasonable opportunity to ask questions and make comments on the reports. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the content of the Auditor’s Report.

Item 2 – Remuneration Report

The 2014 Remuneration Report outlines the Key Management Personnel remuneration arrangements of the Company in accordance with the requirements of the Corporations Act 2001 and its Regulations for the financial year ended 30 June 2014.

The 2014 Remuneration Report is included in TOP’s 2014 Annual Report. It is also available on TOP’s website at www.thorneyopportunities.com.au.

The Chairman of the meeting will give shareholders a reasonable opportunity to ask questions about or make comments on the 2014 Remuneration Report.

The vote on the 2014 Remuneration Report is advisory and will not bind TOP or its Directors. However, the Board will take the outcome of the vote into consideration when reviewing the future remuneration practices and policies of TOP.

The Board recommends that shareholders vote in favour of this resolution.

Subject to the voting restrictions set out on page 2, the Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

Item 3 – Re‐election of Alex Waislitz

Alex Waislitz is being put forward for re‐election because, under the ASX Listing Rules, there must be an election of directors each year.

Given that all directors were appointed on the same day last year, Alex Waislitz has volunteered to retire by rotation in accordance with rule 7.1(g) of the TOP Constitution and, being eligible, offers himself for re‐election.

Alex Waislitz is a non‐independent non‐executive director of Thorney Opportunities Ltd. He was appointed to the Board in November 2013 and is the chairman of TOP.

Mr Waislitz is the founder and Chairman of the private Thorney Investment Group. He has extensive business and capital markets experience and has been a member of several public company boards.

Mr Waislitz is the current Vice President of the Collingwood Football Club Limited where he has been a director since 1998.

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Thorney Opportunities Ltd Notice of Annual General Meeting

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He served on the boards of Zoos Victoria Foundation Board and the Victorian State Government Zoological Parks and Gardens between 2010 and 2012. He joined the Board of Maccabi World Union in 2012 and is a former member of the International Advisory Board for the MBA program at Ben Gurion University School of Management.

In 2013, Mr Waislitz established the Waislitz Foundation, a registered charity with focus on community projects, education, health, indigenous programs and the Arts.

Mr Waislitz is a graduate of Monash University in Law and Commerce and a Graduate of the Harvard Business School OPM Program.

The Board (other than Alex Waislitz) recommends that shareholders vote in favour of Alex Waislitz’s re‐election.

The Chairman for this Resolution intends to vote undirected proxies in favour of this resolution.

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Thorney Opportunities Ltd Notice of Annual General Meeting

THORNEY OPPORTUNITIES LTD

All Correspondence to:

� By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia � By Fax: +61 2 9290 9655

� Online: www.boardroomlimited.com.au � By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 4:00pm AEDT on Sunday 23 November 2014.

� TO VOTE ONLINE STEP 1: VISIT www.votingonline.com.au/thorneyagm2014 STEP 2: Enter your holding/investment type: STEP 3: Enter your Reference Number: STEP 4: Enter your VAC: PLEASE NOTE: For security reasons it is important you keep the above information confidential.

BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 4:00pm AEDT on Sunday, 23 November 2014. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Online www.votingonline.com.au/thorneyagm2014
� By Fax + 61 2 9290 9655 � By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
� In Person Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

Thorney Opportunities Ltd ACN 080 167 264

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Thorney Opportunities Ltd (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne VIC 3000 on Tuesday, 25 November, 2014 at 4:00pm AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for Thorney Opportunities Ltd.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS

If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

Resolution 1 Remuneration Report

Resolution 2 Re-election of Director – Alex Waislitz

For Against Abstain*

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STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2014

Thorney Opportunities Ltd (formerly Wentworth Holdings Limited) ABN 41 080 167 264

Annual Report 2014

Company particulars

Thorney Opportunities Ltd is a disclosing entity under the Corporations Act 2001 and currently considered an investment entity pursuant to ASX Listing Rules. The Company is primarily an investor in listed equities on the Australian securities market.

Australian securities market.
ASX Code:	TOP
Security:	Thorney Opportunities Ltd fully paid ordinary shares
Directors:	Alex Waislitz, Chairman
	Ashok Jacob
	Henry Lanzer
	Dr Gary Weiss
Secretary:	Craig Smith
Country of incorporation	Australia
Registered office:	Level 39, 55 Collins Street
	Melbourne Vic 3000
Contact details:	Level 39, 55 Collins Street
	Melbourne Vic 3000
	T: + 613 9921 7116
	F: + 613 9921 7100
	E: [email protected]
	W:www.thorneyopportunities.com.au
Investment Manager:	Thorney Management Services Pty Ltd
	Level 39, 55 Collins Street
	Melbourne Vic 3000
	AFSL: 444369
Auditor:	Ernst & Young, Melbourne
	8 Exhibition Street
	Melbourne Vic 3000
Share Registry:	Boardroom Pty Limited
	Level 7, 207 Kent Street
	Sydney NSW 2000
	T: + 612 9247 6755
	F: + 612 9279 0664
	W:www.boardroomlimited.com.au
	For all shareholder related enquiries please contact the share registry.
Annual	When: Tuesday 25 November 2014 at 4:00 pm Melbourne time
General	Where: Arnold Bloch Leibler
Meeting:	Level 21, 333 Collins Street
	Melbourne Vic 3000

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Thorney Opportunities Ltd 2014 Annual Report

Chairman’s letter ................................................................................................................................................ 4
Directors’ report ................................................................................................................................................. 6
1. Directors .................................................................................................................................................... 6
2. Secretaries ................................................................................................................................................. 7
3. Principal activities ...................................................................................................................................... 8
4. Result ......................................................................................................................................................... 8
5. Dividends ................................................................................................................................................... 8
6. Review of operations ................................................................................................................................. 8
7. Financial position ....................................................................................................................................... 9
8. Prospects ................................................................................................................................................... 9
9. Material business risks ............................................................................................................................... 9
10. Significant changes in the state of affairs .................................................................................................. 9
11. Options ...................................................................................................................................................... 9
12. Events subsequent to balance date ......................................................................................................... 10
13. 2014 Remuneration report (Audited) ...................................................................................................... 10
14. Directors’ relevant interests .................................................................................................................... 13
15. Board and committee meetings .............................................................................................................. 13
16. Environment regulation ........................................................................................................................... 14
17. Indemnification and insurance of officers and auditor ............................................................................ 14
18. Auditor’s independence declaration ........................................................................................................ 14
19. Non‐audit services ................................................................................................................................... 14
Auditor’s independence declaration ................................................................................................................. 15
Corporate governance statement .................................................................................................................... 16
Statement of comprehensive income ............................................................................................................... 21
Statement of financial position ......................................................................................................................... 22
Statement of changes in equity ......................................................................................................................... 23
Statement of cash flows .................................................................................................................................... 24
Notes to the financial statements ..................................................................................................................... 25
Directors’ declaration ........................................................................................................................................ 41
Independent audit report .................................................................................................................................. 42
Shareholder information ................................................................................................................................... 44

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Thorney Opportunities Ltd 2014 Annual Report

Chairman’s letter

Dear fellow shareholders

Welcome to the 2014 Thorney Opportunities Ltd (TOP) Annual Report.

The period under review is one which saw significant transformation of the former Wentworth Holdings Limited. The Company has been restructured, recapitalised and repurposed to become Thorney Opportunities Ltd, a unique listed investment vehicle of which you are now a part owner. We have put in considerable effort into establishing proper accounting, tax, legal, investment and governance policies and practices.

As I wrote to you in June, in the first of our investment updates to shareholders, TOP aims to be a somewhat different style of Investment Company. We will concentrate on producing absolute returns for shareholders over the medium to long term. Our philosophy is not to do frequent and many deals but to be much more strategic, thoughtful, growth focused and value accretive through the careful selection of investments. In particular we seek opportunities which enable us to be a constructive catalyst to help unlock the value in companies over time.

We are very comfortable to hold cash until the right opportunities arise through the constant and ongoing research and due diligence activities of our investment team. This takes time, patience and discipline. It is the same approach from the investment team which has delivered outstanding capital growth for the private Thorney Investment Group over the past 20 years.

To date TOP has taken positions in Service Stream Limited, Money3 Corporation Limited and AMA Group Limited. We also inherited a shareholding in Australian Renewable Fuels Limited purchased by the former Wentworth Holdings board. I provided detail on the rationale for each of these positions in the June newsletter to shareholders referred to above.

We retain a considerable cash position of around $53 million of the approximately $80 million of gross assets within the Company. This puts us in a powerful position to take advantage of the current economic uncertainty and volatility of markets which I am certain will provide some excellent opportunities for TOP. We will continue to be very disciplined in identifying and investing only in those companies and situations which we believe will be value accretive for shareholders over time.

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Thorney Opportunities Ltd 2014 Annual Report

Chairman’s letter continued

I am very confident that the considerable resources and management bandwidth we have put in place, together with the Thorney investment team's proven analytical, value driven approach and constructive catalyst strategies will deliver positive results for all TOP shareholders.

On behalf of my fellow board members and the entire investment team I want to thank you for your continued support and I look forward to an eventful and successful year ahead.

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Alex Waislitz Chairman

25 August 2014

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Thorney Opportunities Ltd 2014 Annual Report

Directors’ report

The directors present their report, together with the financial statements of Thorney Opportunities Ltd (TOP or Company), for the year ended 30 June 2014 (FY14) and the auditor’s report thereon. The financial statements have been reviewed and approved by directors on the recommendation of the Audit and Risk Committee.

1. Directors

The directors of TOP in office during the financial year and at the date of this report (unless otherwise stated) were as follows:

Current Board: Alex Waislitz (Chairman) Appointed 21 November 2013 Ashok Jacob Appointed 21 November 2013 Henry Lanzer Appointed 21 November 2013 Dr Gary Weiss Appointed 21 November 2013 Former Wentworth Holdings Limited Board: Vaughan Webber (Chairman) Resigned 21 November 2013 Colin Cowden Resigned 21 November 2013 Hugh Robertson Resigned 3 September 2013 Nigel Sharp Resigned 21 November 2013

Information on directors

Alex Waislitz BEc, LLB, Non‐executive Chairman

Alex Waislitz was appointed Chairman of the Company on 21 November 2013. Mr Waislitz is the founder and Chairman of the private Thorney Investment Group, one of Australia’s most successful private investment group. He has extensive business and capital markets experience and has been a member of several public company boards.

Mr Waislitz is the current Vice President of the Collingwood Football Club Limited where he has been a director since 1998.

In 2013, Mr Waislitz established the Waislitz Foundation, a registered charity with focus on community projects, education, health, indigenous programs and the Arts.

Mr Waislitz is a graduate of Monash University in Law and Commerce and a Graduate of the Harvard Business School OPM Program.

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Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

1. Directors continued

Information on directors continued

Ashok Jacob BSc, MBA, Non‐executive Director

Ashok Jacob was appointed a director of the Company on 21 November 2013. Mr Jacob was a former executive of the private Thorney Investment Group and is currently the Chairman of Ellerston Capital.

Mr Jacob also holds directorships with Crown Limited, Visy Board Australia, Consolidated Press Holdings Limited and MRF Limited. He was recently appointed Chairman of the Australia‐India Council

He holds a Master of Business Administration from the Wharton School, University of Pennsylvania and a Bachelor of Science from the University of Bangalore.

Henry D. Lanzer B.Com., LLB (Melb), Non‐executive Director

Henry Lanzer LLB, was appointed a director of the Company on 21 November 2013. Mr. Lanzer is Managing Partner of Arnold Bloch Leibler ‐ a leading Australian commercial law firm ‐ and has over 30 years’ experience in providing legal and strategic advice to some of Australia’s leading companies.

He is Chairman of the Audit & Risk Committee for Thorney Opportunities Ltd.

Mr Lanzer is also a Director of Premier Investments Ltd, a Director of Just Group Limited and a director of the TarraWarra Museum of Art. He is a Life Governor of the Mount Scopus College Council.

Dr Gary Weiss LLB(Hons), LLM, J.S.D., Non‐executive Director, Lead independent Director

Dr Gary Weiss was appointed a director of the Company on 21 November 2013. Dr Weiss has considerable expertise in financial services businesses and extensive international business experience.

He holds several other directorships including as director of Ariadne Australia Limited since November 1989 and as Chairman of ClearView Wealth Limited and Secure Parking Pty Ltd.

Other current directorships include Premier Investments Limited, Ridley Corporation Limited, Mercantile Investment Company Limited, Pro‐Pac Packaging Limited and Tag Pacific Limited and was recently appointed as a director of The Straits Trading Company Limited.

Dr Weiss’ previous directorships include Guinness Peat Group plc, Westfield Group, Coats plc (Chairman), Tower Australia Limited, Australian Wealth Management Limited, Tyndall Australia Limited (Deputy Chairman), Joe White Maltings Limited (Chairman), CIC Limited, Whitlam Turnbull & Co Limited and Industrial Equity Limited.

2. Company Secretaries

Craig Smith CPA, ACIS Appointed 21 November 2013

Mr Smith is the Company Secretary of TOP and has been the Chief Financial Officer of the private Thorney Investment Group since 2008. Prior to joining Thorney, Mr Smith held CFO / Company Secretarial roles with ASX listed companies Baxter Group Limited and Tolhurst Noall Limited. Ron Hollands ACA Resigned 21 November 2013

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Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

3. Principal activities

Thorney Opportunities Ltd is a listed investment company with a flexible investment mandate which focuses primarily on public listed companies and where opportunity exists for latent value to be unlocked over the medium to long term.

In addition, Thorney Opportunities Ltd will consider short term opportunities by taking advantage of event‐ driven situations and utilising alternate investment methodologies including derivatives.

4. Result

The 2014 financial year operating loss was $2,669,210 (2013: $258,150).

The 2014 result was adversely impacted by one‐off costs incurred in completing the Company’s recapitalisation proposals ($719,038) and from the diminution of investments that had been acquired by the previous Wentworth board ($2,738,946).

5. Dividends

No dividend was paid or declared during the financial year (2013: $nil).

6. Review of operations

The Company completed a significant transformation during the 2014 financial year.

In July 2013, the Company, then known as Wentworth Holdings Limited, received a proposal from Thorney Holdings Pty Ltd, an entity controlled by Alex Waislitz, to recapitalise the Company and appoint an investment manager. The principal component of the recapitalisation was for the Company to complete an exempt placement to sophisticated investors and a retail offer to existing shareholders. Initially, a $50,000,000 recapitalisation plan was announced; however, due to high demand this amount was increased.

The Thorney proposals included Thorney Holdings committing to increase its holding in the Company to 30%, entering an investment management agreement with Thorney Investment Group and the appointment of Alex Waislitz as Chairman of the Board.

An Implementation Deed was signed by the Company with Thorney Holdings and announced to the Australian Securities Exchange (ASX) in September 2013.

At the Annual General Meeting in November 2013, shareholders approved all the Thorney proposals, including electing a new board and appointing Thorney Management Services Pty Ltd as the Investment Manager. Other resolutions included changing the Company’s name from Wentworth Holdings Limited to Thorney Opportunities Ltd and appointing Ernst & Young as the Company’s auditor.

On 2 December 2013 the Company completed a 1 for 7 share consolidation.

By mid‐January 2014 TOP had completed the various capital raising components which in aggregate reached $68,200,000. This amount included Thorney Holdings fulfilling its commitment by subscribing $21,100,000.

On 15 April 2014 all eligible shareholders[1] were granted 1 free option for every 2 shares held.

1 Eligible shareholders being a shareholder with a registered address in either Australia or New Zealand

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Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

7. Financial position

Since assuming investment management responsibility and by 30 June 2014, the Investment Manager had completed the following significant transactions which were separately announced to ASX:

Company	ASX Code	Capital invested $
Service Stream Limited Money3 Corporation Limited (equity, bond, option) AMA GroupLimited	SSM MNY AMA	6,892,563 11,743,510 5,217,741
		23,853,814

Net tangible asset backing per share	2014	2013
Net tangible assets ($) Shares on issue	78,410,766 168,363,261	14,440,886 31,907,718
Net tangible asset backing centsper share	46.6	45.3

At 30 June 2014 the Company had cash assets of $53,387,315.

8. Prospects

Whilst the Company retains a substantial cash position as at 30 June 2014, the Company remains committed to maintaining its disciplined approach to investing.

The Board is cautiously optimistic that, in this economic environment, opportunities will emerge over the coming months which may be attractive to Thorney Opportunities Ltd.

9. Material business risks

The Company’s risk management and compliance framework operated effectively throughout the financial year ensuring that the 2 main areas of risk that have been identified (investment risk and operational risk) were appropriately monitored and managed.

With an investment mandate with exposures to small to medium size capitalisation companies, TOP will always bear market risk as it invests its capital in assets that are not risk free.

10. Significant changes in the state of affairs

Total equity increased to $78,410,766 from $14,440,886, an increase of $63,969,880. The movement was the result of an exempt placement, a retail offer and options exercised which raised a total of $68,229,438 less the costs of issue of $1,590,348 and less the net loss for the year of $2,669,210.

11. Options

On 15 April 2014, the Company issued 84,143,198 options to shareholders. Each option entitles the holder to purchase 1 ordinary share in TOP at an exercise price of 53 cents. The options expire 22 April 2015.

During the financial year option holders paid $29,438 to exercise options to acquire 55,543 ordinary shares in TOP.

As at the date of this report there were 84,086,788 unissued ordinary shares under options (84,087,655 at the reporting date).

Thorney Opportunities Ltd 2014 Annual Report

Page | 9

continued Directors’ report

12. Events subsequent to balance date

On 21 July 2014 the Company received 5 million options in Money3 Corporation Limited [ASX:MNY]. The options have an exercise price of $1.30, an expiry date of 16 May 2018 and are tradeable [ASX:MNYO].

13. 2014 Remuneration report (Audited)

This report outlines the Key Management Personnel remuneration arrangements of the Company in accordance with the requirements of the Corporations Act 2001 and its Regulations.

For the purposes of the report, Key Management Personnel are defined as those persons and corporate entities having authority and responsibility for planning, directing and controlling activities of the Company.

For Thorney Opportunities Ltd the Key Management Personnel are the Non‐executive Directors and the Investment Manager.

(a) Remuneration of Directors

The Non‐executive Directors are remunerated by the Company. It is the policy of the Board to remunerate Directors at market rates commensurate with the responsibilities undertaken by Non‐executive Directors. The remuneration of the Independent Non‐executive Directors is not linked to the performance of the Company.

The Non‐executive Chairman is not remunerated by the Company.

Non‐executive Directors’ fees

The Non‐executive Directors’ base remuneration is reviewed annually. Fees paid to each Director have remained unchanged from the time of their appointment. The amount of base remuneration is not dependant on the satisfaction of a performance condition, or on the performance of the Company, the Company’s share price, or dividends paid by the Company.

Non‐executive Chairman’s fees

The Non‐executive Chairman, Alex Waislitz, receives zero directors’ fees for his role as Chairman and director of TOP.

Retirement benefits for Directors

The Company does not provide retirement benefits (other than superannuation) to the Non‐executive Directors.

The Investment Manager does not provide retirement benefits (other than superannuation) to the Non‐ executive Chairman.

Other benefits (including termination) and incentives

The Company does not pay other benefits and incentives to the Non‐executive Directors. The Company and the Investment Manager do not pay other benefits and incentives to the Non‐executive Chairman.

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Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

13. 2014 Remuneration report (Audited) continued

(b) Remuneration of the Investment Manager

The Investment Manager is a corporate entity controlled by Mr Waislitz that has specified authority and responsibility in regard to the management of the Company’s investment portfolio and is remunerated by the Company in accordance with the Investment Management Agreement (IMA) between the Company and the Investment Manager. In respect of the year ended 30 June 2014, the Investment Manager was entitled to:

a Base Fee of $722,926 (GST exclusive), being a Base Fee equal to 0.75% per half year of the gross asset value of the Company, payable half‐yearly in arrears, calculated as at the last business day of the relevant half‐year; and
a Performance Fee, in respect of each financial year, equal to a fee the greater of zero and the amount calculated as 20% of the Increase Amount. The Increase Amount is the adjusted Net Asset Value for the current period less the Net Asset Value from the previous period and less a hurdle, equivalent to the value of any Base Fee paid or accrued. Performance fee entitlements are calculated on an annual basis, commencing on 1 July of each financial year.

No Performance Fee was paid or payable in respect of the year ended 30 June 2014 as there was no Increase Amount. If there is no Increase Amount for a financial year, the shortfall is not carried forward and not deducted from any increase in future financial year(s) for the purposes of calculating future Performance Fees.

(c) Details of Remuneration

Key Management Personnel received the following remuneration amounts:

2014	Short term benefits	Short term benefits	Post‐employment benefits	Total
	Fees $	Other⁴ $	Superannuation $	$
Current Directors¹ Alex Waislitz Ashok Jacob Henry Lanzer² Gary Weiss	0 29,166 32,083 29,166	0 0 0 0	0 2,699 0 2,699	0 31,865 32,083 31,865
Sub‐total	90,415	0	5,398	95,813
Former Directors³ Vaughan Webber Colin Cowdon Hugh Robertson Nigel Sharp	11,750 5,875 2,500 5,875	97,460 27,460 27,460 27,460	3,627 3,083 2,771 3,083	112,837 36,418 32,731 36,418
Sub‐total	26,000	179,840	12,564	218,404
Total Directors’ Fees	116,415	179,840	17,962	314,217
Other Ron Hollands	124,098	0	0	124,098
Total Key Management Personnel remuneration	240,513	179,840	17,962	438,315

¹ Remuneration from 21 November 2013 until 30 June 2014

² Mr Lanzer’s fees are paid or payable to Arnold Bloch Leibler

³ Remuneration from 1 July 2013 until 21 November 2013

⁴ Extra directors’/consulting fees for additional workload on transitional issues

Page | 11

Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

13. 2014 Remuneration report (Audited) continued

(c) Details of Remuneration continued

Key Management Personnel received the following remuneration amounts:

2013	Short term benefits	Short term benefits	Post‐employment benefits	Total
	Fees $	Other⁶ $	Superannuation $	$
Former Directors Vaughan Webber Colin Cowdon Hugh Robertson Nigel Sharp	30,000 15,000 15,000 15,000	35,000 25,000 25,000 25,000	4,950 3,600 3,600 3,600	69,950 43,600 43,600 43,600
Total Directors’ Fees	75,000	110,000	15,750	200,750
Other KMP Ron Hollands	153,725	0	0	153,725
Total Key Management Personnel remuneration	228,725	110,000	15,750	354,475

⁶ One off directors’/consulting fees

(d) Service Arrangements

The following service arrangements have been agreed between the Company and the Independent Non‐ executive Directors with respect to remuneration and other terms of employment.

Ashok Jacob

Commenced 21 November 2013
No term has been set unless the Director is not re‐elected by shareholders of the Company
Base annual fee of $50,000 plus superannuation

Henry Lanzer

Commenced 21 November 2013
No term has been set unless the Director is not re‐elected by shareholders of the Company
Base annual fee of $50,000 (GST exclusive)

Gary Weiss

Commenced 21 November 2013
No term has been set unless the Director is not re‐elected by shareholders of the Company
Base annual fee of $50,000 plus superannuation

(e) Employment agreement

The Non‐executive Chairman has an employment agreement with Tiga Trading Pty Ltd, a related body corporate of the Investment Manager, not the Company.

Commenced as Director on 21 November 2013
No term of agreement has been set unless the Director is not re‐elected by shareholders of the Company
No base salary or other compensation was received from the Company
The Director is employed under an employment agreement with Tiga Trading Pty Ltd which will continue indefinitely until terminated

Page | 12

Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

14. Directors’ relevant interests

Directors’ relevant interests in shares and options as notified by Directors to the Australian Securities Exchange in accordance with the Corporations Act 2001, at the date of this report are as follows:

	Ordinary shares	Options
Alex Waislitz Ashok Jacob Henry Lanzer Gary Weiss	50,566,855 1,034,934 100,000 9,971	25,283,428 517,467 50,000 4,986

15. Board and committee meetings

The number of Board meetings, including meetings of Board Committees, held during the year ended 30 June 2014 and the number of those meetings attended by each Director is set out below:

	Board Meetings	Audit & Risk Committee
	No. of meetings held while a Director No. of meetings attended	No. of meetings held while a Director No. of meetings attended
Current board: Alex Waislitz Ashok Jacob Henry Lanzer Gary Weiss Former board: Vaughan Webber Colin Cowden Hugh Robertson Nigel Sharp	5 5 5 5 5 5 5 4 10 9 10 10 4 3 10 10	2 2 2 1 2 2 2 1 2 2 2 2 2 2 2 2

The former Board maintained a Remuneration Committee but no meetings were held during the financial year. The current Board has not established a Remuneration Committee and issues that would otherwise be considered by a Remuneration Committee will be considered by the Board instead.

The former Board also maintained an Investment Committee which generally sat as part of Board meetings. With the appointment of the Investment Manager, the formal Board Investment Committee has been disbanded and the current Board now has a standing Board meeting item Investment Update in which all significant current and prospective investment matters are reviewed.

Page | 13

Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

16. Environmental regulation

The operations of TOP are not subject to any particular or significant environmental regulations under a Commonwealth, State or Territory law.

17. Indemnification and insurance of officers and auditor

TOP has paid insurance premiums in respect of directors’ and officers’ liability for current and former directors and officers of the Company.

The insurance policies prohibit disclosure of the nature of the liabilities insured against and the amount of the premiums.

To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from any non‐audit services (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year.

18. Auditor’s independence declaration

The Auditor’s independence declaration, as required under section 307C of the Corporations Act 2001, is set out on page 15.

19. Non‐audit services

Details of the amounts paid or payable to Ernst & Young for audit services provided during the year are set out in note 15 to the financial statements on page 37 of this report.

There were no non‐audit services performed by the Company’s auditor, Ernst & Young, during the 2014 financial year.

This report is made in accordance with a resolution of the Board of Directors.

On behalf of the Board

==> picture [156 x 58] intentionally omitted <==

Alex Waislitz Chairman

Melbourne, 25 August 2014

Page | 14

Thorney Opportunities Ltd 2014 Annual Report

Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001

Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au

==> picture [71 x 81] intentionally omitted <==

Auditor’s Independence Declaration to the Directors of Thorney Opportunities Ltd

In relation to our audit of the financial report of Thorney Opportunities Ltd for the financial year ended 30 June 2014, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

==> picture [120 x 53] intentionally omitted <==

Ernst & Young

==> picture [120 x 60] intentionally omitted <==

Kester Brown Partner

Melbourne 25 August 2014

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Corporate governance statement

For the 2014 financial year the Company reports against the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2010 Amendments (ASX Recommendations).

A new edition, the Third Edition, was released by ASX on 27 March 2014 and takes effect on 1 July 2014.

2014 Corporate governance statement

Thorney Opportunities Ltd (Thorney Opportunities, TOP or Company) is committed to developing and maintaining an effective system of corporate governance which is commensurate with the size and nature of the Company, its Board and the scope of its operations.

In the following statements we detail how the Company adheres to the 8 core principles and where there is non‐adherence we disclose why it is necessary to take a different approach.

Principle 1: Lay solid foundations for management and oversight

The primary role of the Board is to ensure the long‐term prosperity of Thorney Opportunities.

The Board is responsible for a broad range of matters and will act in the best interests of the Company to ensure that the business of the Company is properly managed. The Company has no employees and its day‐to‐ day functions and investment activities are managed by Thorney Management Services Pty Ltd (Investment Manager) pursuant to an investment Management Agreement (IMA) approved by shareholders.

The Board is also responsible for:

monitoring and assessing the performance of the Investment Manager
approving the objectives, goals and strategic plans proposed by the Investment Manager with a view to maximising shareholder value
ratifying significant investment portfolio transactions and monitoring portfolio performance
undertaking Director nomination matters which includes succession planning and ensuring that an appropriate mix of skills, expertise and diversity is maintained
maintaining and approving risk management and internal control systems
oversight of the Company’s process of communications and disclosures
approving capital management, capital expenditure and acquisitions
developing and approving Company policies, procedures and code of conduct

The Board may delegate any of the above matters to individual Directors, Board Committees or the Investment Manager but any such delegation shall be in accordance with the law and the Company’s Constitution .

The Board meets at least quarterly. At these meetings senior managers of the Investment Manager report on the Company’s operations. The Board has adopted a Board Charter that stipulates which operational activities and what levels of authority have been delegated to the Investment Manager.

The independent directors meet at least once a year to review and evaluate the performance of the Investment Manager.

The Investment Manager has an established induction process for all its employees with responsibilities under the IMA. As part of this induction process, new senior executives will receive briefings on the business of the Company and the Investment Manager and their policies and procedures. These briefings will focus on the key operational, regulatory, risk and compliance issues that are of relevance to the Company and the Investment Manager.

Page | 16

Thorney Opportunities Ltd 2014 Annual Report

continued Corporate governance statement

Principle 2: Structure the board to add value

Board Composition

The Board must comprise Directors with an appropriate range of skills, experience and expertise. Background information on Directors in office at the date of this Annual Report are set out in the Directors’ Report.

The Company’s Constitution provides that there must be a minimum of 3 and a maximum of 10 directors.

Having regard to the size and the nature of its business, the Company has determined that a 4 member board is appropriate and sufficient to enable it to effectively discharge its responsibilities to the Company.

Director independence

The Board currently comprises 2 independent, non‐executive directors (Ashok Jacob and Gary Weiss) and 2 non‐independent non‐executive directors (Alex Waislitz and Henry Lanzer). The Board regularly assesses the independence of each non‐executive director.

Thorney Opportunities notes that the current Board does not comply with ASX Recommendation 2.1 with respect to a majority of independent directors. The Board considers that all Directors of TOP bring significant expertise and investment experience to the Company and the current structure is considered appropriate for the Company at this time.

Directors are elected by shareholders and in accordance with the provisions of the Constitution, no director holds office for a period longer than 3 years without standing for re‐election by the shareholders.

The Board has not set limits on the maximum tenure of office that any non‐executive director may serve but reserves its right to do so at some point in the future.

Chairman and independence

Thorney Opportunities notes that ASX Recommendation 2.2 states that the chair should be independent and that ASX Recommendation 2.3 states that the roles of the chair and the CEO should not be exercised by the same person.

The Board takes the view that it is in the best interests of shareholders that Mr Waislitz be the Chairman of Thorney Opportunities and we make the following observations:

Mr Waislitz, as the long‐term chairman and CEO of the private Thorney Investment Group, has a demonstrated track record of successful investment performance over 2 decades.
In November 2013, shareholders voted in favour of all Thorney Investment Group proposals, including the appointment of Mr Waislitz as a director, on the basis he be appointed Chairman of the Company.
There are well‐credentialed independent directors serving on the Board.
Delegation of certain responsibilities to Board committees.
The appointment of Dr Gary Weiss as Lead independent director.

Nomination and appointment of new Directors

ASX Recommendation 2.4 states that a board should establish a nomination committee. Given the size and nature of the Company, the Board has determined that a Nomination Committee is not warranted.

The Board considers the issues that would otherwise be considered by a Nominations Committee.

Page | 17

Thorney Opportunities Ltd 2014 Annual Report

continued Corporate governance statement

Principle 2: Structure the board to add value continued

Board performance

Each year a formal process to review director performance is conducted both of the individual director as well as the Board as a whole. In some years where appropriate the Board may engage external consultants in the process. In other years the Chairman conducts one‐on‐one discussions with directors to review their performance and gives each director the opportunity to raise any particular concerns or issues. The process should address all aspects of the Board’s operations with the findings reported to the Board. The Chairman oversees development and implementation of any changes that have been recommended in the review.

Each director may obtain independent professional advice at the expense of the Company on matters arising in the course of their Board duties. The payment for the cost of the advice by the Company is subject to the approval of the Chairman, which will not be unreasonably withheld.

Principle 3: Promote ethical and responsible decision making

Code of Conduct and Conflicts of Interest

The Company has established a Code of Conduct that provides guidance to Directors and employees of the Investment Manager. Under these principles Directors will:

conduct business in good faith and in a manner that will maintain confidence in the Company’s integrity;
perform their duties to high standards of honest, ethical and law‐abiding behaviour;
treat others with dignity and respect; and
not engage in conduct likely to adversely affect the reputation of Thorney Opportunities.

The Code of Conduct also sets out details of how conflicts of interest should be avoided. Directors must disclose to the Company any material personal interest they or their associates may have in a matter that relates to the affairs of the Company, and inform the Board, via the Company Secretary, of any changes.

Where conflicts of interest arise, the Code sets out appropriate arrangements that must be followed.

A copy of the Code of Conduct is available on the Company’s website.

Trading Policy

The Company has a policy which sets out the circumstances in which a Director may trade the Company’s securities. The Policy sets out restrictions including black‐out periods, trading windows and the requirement to obtain pre‐trade approval.

A revised Trading Policy was approved by directors and released to the Australian Securities Exchange on 18 June 2014 and a copy is available on the Company’s website.

The Investment Manager has established a Personal Trading Policy . This Policy sets out the circumstances in which employees of the Investment Manager may trade in the Company’s securities and securities generally. The Policy also sets out restrictions including black‐out periods, trading windows and the requirement to obtain pre‐trade approval.

Diversity

The Company has not promulgated a Diversity Policy nor has it set any measurable objectives for gender diversity in compliance with ASX Recommendations 3.2, 3.3 and 3.4. As TOP has no employees the board has determined that a Diversity Policy and the setting of measurable objectives to achieve gender diversity are not warranted at this time. However, the composition of the board is periodically reviewed.

Page | 18

Thorney Opportunities Ltd 2014 Annual Report

continued Corporate governance statement

Principle 4: Safeguard integrity in financial reporting

Audit Committee

Thorney Opportunities has established an Audit and Risk Committee and adopted an Audit and Risk Committee Charter . Henry Lanzer (as Committee Chairman) and Alex Waislitz have been formally appointed to the Committee but all directors are invited and encouraged to attend each meeting. The Board notes the committee structure guidelines set out in ASX Recommendation 4.2 but believes that given the size and nature of the Company and the Board, the committee structure is sufficiently appropriate to independently verify and safeguard the integrity of the financial reporting.

Directors’ qualifications and attendance at committee meetings is included in the directors’ report.

The Charter includes information on the procedures for selection and appointment of the external auditor of Thorney Opportunities and for the rotation of the external audit engagement partner. This year shareholders appointed Ernst & Young as the company’s auditor and this marks Year 1 under the rotation policy.

Principle 5: Make timely and balanced disclosures

Thorney Opportunities has adopted a Continuous Disclosure Policy which has procedures designed to ensure compliance with ASX Listing Rule and Corporations Act disclosure requirements and to ensure accountability of Directors and senior management of the Investment Manager for that compliance.

The policy, which is available on the Company’s website, has procedures designed to ensure that material information is communicated to the Chairman and Company Secretary and for the assessment of information for the disclosure of material information to the market.

The Board acknowledges the importance of promoting timely and balanced disclosure of all material matters concerning Thorney Opportunities and believes it is fully compliant with Principle 5 and its recommendations.

Principle 6: Respect the rights of shareholders

Thorney Opportunities has a Communications Policy which seeks to promote effective communication with our shareholders. The Company communicates in several ways including via its Annual Report and Half‐yearly accounts, monthly net tangible asset backing announcements, shareholder updates from the Chairman and other ASX announcements regarding material investments and other developments.

The Company is currently undertaking a process to revamp the Thorney Opportunities Ltd website www.thorneyopportunities.com.au and fully expects to complete this important project in the coming months.

Annual General Meeting

TOP’s AGM will be held on Tuesday 25 November 2014 at 4:00 pm Melbourne time in the boardroom of Arnold Bloch Leibler, Level 21, 333 Collins Street Melbourne.

Principle 7: Recognise and manage risk

The Board, through the Audit and Risk Committee, is responsible for setting policies for oversight of risk and identification and management of material business risks. Thorney Opportunities has an approved Audit and Risk Committee Charter (see Principle 4 above) and in conjunction with the Investment Manager has adopted a Risk Management Policy .

Page | 19

Thorney Opportunities Ltd 2014 Annual Report

continued Corporate governance statement

Principle 7: Recognise and manage risk continued

The Investment Manager has implemented a risk management and compliance framework which enables the identification of risks, the execution of appropriate responses, the monitoring of risks and the controls applied to mitigate risks.

The main areas of risk that have been identified are market risk and operational risk. As a listed investment company Thorney Opportunities will always bear market risk as it must invest its capital in assets that are not risk free. Operational risks can include legal, regulatory, disaster recovery, systems, process and human resource risks. Our risk management framework has been designed to monitor, review and continually improve risk management throughout the Company.

Assurance

Thorney Opportunities does not employ its own CEO or CFO. However for the purposes of section 295A of the Corporations Act and ASX Recommendation 7.3, the Chairman and Company Secretary provide the required assurances and declarations each half‐year.

The Thorney Opportunities Board has received assurance from the Chairman and Company Secretary that, in their opinion:

the financial records of the Company have been properly maintained;
the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company; and
the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Principle 8: Remunerate fairly and responsibly

Remuneration Committee

ASX Recommendation 8.1 states that a board should establish a remuneration committee. Given the size and nature of the Company and the fact the company does not employ executives, the Board has determined that a Remuneration Committee is not warranted, nor does it have a Remuneration Policy to disclose.

Non‐executive Directors are remunerated by a fixed director’s fee including superannuation, as permitted by the Company’s Constitution. The Non‐executive Chairman is employed by the private Thorney Investment Group and does not receive any salary, benefits or incentives for his role as a Director of TOP.

The maximum remuneration of Non‐executive Directors is determined by Shareholders at a General Meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. At present the maximum aggregate remuneration of Non‐executive Directors is $400,000 per annum. The apportionment of non‐executive Director Remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non‐executive Director. The Board may award additional remuneration to Non‐executive Directors called upon to perform extra duties or services on behalf of the Company. The amount of remuneration for all directors, including all monetary and non‐ monetary components, are detailed in the directors’ report under 2014 Remuneration Report (audited) .

Investment Manager

The Investment Manager has specified authority and responsibility in regard to management of the Thorney Opportunities investment portfolio. The Investment Manager is entitled to a base fee and a performance fee in accordance with the IMA. Persons involved in investment management are employees of the private Thorney Investment Group and are not remunerated by the Company. Further details on the fees paid to the Investment Manager are included in the financial statements.

Page | 20

Thorney Opportunities Ltd 2014 Annual Report

Statement of comprehensive income

For the year ended 30 June 2014

Statement of comprehensive income For the year ended 30 June 2014
	Note	2014	2013 $
		$
Income Net changes in fair value of trading investments Interest received Other income	3 3 3		299,790 495,462 70,694
		(2,592,925)
		1,586,501
		156,176
Total investment income/(loss)	3	(850,248)	865,946
Expenses Management fees Directors' fees Fund administration and operational costs Legal and professional fees Other administrative expenses	20 20		‐ (190,750) ‐ (482,159) (146,026)
		(740,999)
		(124,491)
		(53,386)
		(110,965)
		(70,083)
Total expenses before significant items		(1,099,924)	(818,935)
Significant items Restructuring costs Bad debt		(719,038)	‐ (305,161)
		‐
Loss before income tax		(2,669,210)	(258,150)
Income tax (expense)/benefit	4	‐	‐
Total comprehensive loss for theyear		(2,669,210)	(258,150)

		2014	2013 cents
		cents
Basic and diluted(loss)/earnings per share	13	(2.47)	(0.81)

The Statement of comprehensive income should be read in conjunction with the notes to the financial statements.

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Thorney Opportunities Ltd 2014 Annual Report

Statement of financial position

As at 30 June 2014

Statement of financial position As at 30 June 2014
	Note	2014	2013 $
		$
ASSETS Current assets Cash and short‐term deposits Financial assets Receivables Other assets	5 6 7 8		11,115,579 3,359,992 19,825 16,802

		53,387,315
		17,064,268
		272,907
		112,897
Total current assets		70,837,387	14,512,198
Non‐current assets Financial assets	6		‐
		10,000,000
Total non‐current assets		10,000,000	‐
TOTAL ASSETS		80,837,387	14,512,198

LIABILITIES Current liabilities Payables Borrowings	9 10		71,312 ‐

		811,247
		1,615,374
Total current liabilities		2,426,621	71,312
TOTAL LIABILITIES		2,426,621	71,312
NET ASSETS		78,410,766	14,440,886

EQUITY Issued capital Accumulated losses	11 12		79,109,240 (64,668,354)
		81,033,330
		(2,622,564)
TOTAL EQUITY		78,410,766	14,440,886

The Statement of financial position should be read in conjunction with the notes to the financial statements.

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Thorney Opportunities Ltd 2014 Annual Report

Statement of changes in equity

For the year ended 30 June 2014

	Issued Reserves Accumulated Total
	capital losses equity
	$ $ $ $
Balance at 1 July 2013
	79,109,240 ‐ (64,668,354) 14,440,886
Loss for the year
	‐ ‐ (2,669,210) (2,669,210)
Total comprehensive income for the year	‐ ‐ (2,669,210) (2,669,210)
Transactions with shareholders: Shares issued – Exempt Placement Shares issued – Retail Offer Shares issued – options exercised Cost of shares issued S258F capital reduction

	56,200,000 ‐ ‐ 56,200,000
	12,000,000 ‐ ‐ 12,000,000
	29,438 ‐ ‐ 29,438
	(1,590,348) ‐ (1,590,348)
	(64,715,000) ‐ 64,715,000 ‐
Total transactions with shareholders	1,924,090 ‐ 64,715,000 66,639,090
Balance as at 30 June 2014	81,033,330 ‐ (2,622,564) 78,410,766
For the year ended 30 June 2013
	Issued capital $ Reserves $ Accumulated losses $ Total equity $
Balance at 1 July 2012	78,601,558 531,000 (64,410,204) 14,722,354
Loss for the year	‐ ‐ (258,150) (258,150)
Total comprehensive income for the year	‐ ‐ (258,150) (258,150)
Transactions with shareholders: Share buy‐back Cost of share buy‐back Transfer of reserves to capital	(23,003) ‐ ‐ (23,003) (315) ‐ ‐ (315) 531,000 (531,000) ‐ ‐
Total transactions with shareholders	507,682 (531,000) ‐ (23,318)
Balance as at 30 June 2013	79,109,240 ‐ (64,668,354) 14,440,886

The Statement of changes in equity should be read in conjunction with the notes to the financial statements.

Page | 23

Thorney Opportunities Ltd 2014 Annual Report

Statement of cash flows

For the year ended 30 June 2014

Statement of cash flows For the year ended 30 June 2014
	2014 $ 2013 $
Cash from operating activities: Interest received Dividends received Proceeds from sale of trading investments Payments for trading investments Payments to suppliers and employees Other inflows from operating activities	1,333,419 608,402 150 ‐ 1,161,618 ‐ (15,843,445) (3,060,203) (1,175,122) (744,263) 156,026 70,694
Net cash(used in)/provided by operating activities 5(a)	(14,367,354) (3,125,370)

Cash flows from investing activities: Loan repayment received Payments for long‐term investments	‐ 328,200 (10,000,000) ‐
Net cashprovided by investing activities	(10,000,000) 328,200

Cash flows from financing activities: Proceeds from issue of shares Payment for transaction costs Payment for buy‐back of shares Dividend paid to members	68,229,438 ‐ (1,590,348) ‐ ‐ (23,317) ‐ (839)
Net cashprovided by/(used in) financing activities	66,639,090 (24,156)

Net (decrease)/increase in cash held Cash at the beginning of the year	42,271,736 (2,821,326) 11,115,579 13,936,905
Cash at the end of theyear 5	53,387,315 11,115,579

The Statement of cash flows should be read in conjunction with the notes to the financial statements.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements

1. Corporate information

TOP is a company limited by shares, incorporated and domiciled in Australia. The nature of the operations and principal activities of the company are described in the director’s report.

The Company’s investment activities are managed by Thorney Management Services Pty Ltd (Investment Manager) pursuant to an Investment Management Agreement approved by Shareholders.

The financial statements of Thorney Opportunities Ltd for the year ended 30 June 2014 were authorised for issue in accordance with a resolution of the Board of Directors on 25 August 2014.

2.1 Summary of accounting policies

(a) Basis of preparation

The financial statements are general purpose financial statements that have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Accounting Standards Board. The financial statements are presented in Australian Dollars and the company is a for‐profit entity for the purpose of preparing financial statements.

The annual report has also been prepared on a historical cost basis, except for financial assets and financial liabilities held at fair value through profit or loss, that have been measured at fair value.

Statement of compliance

The financial statements have been prepared in accordance with the Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board.

Changes in Accounting Standards

The Company has adopted new and amended Australian Accounting Standards and AASB Interpretations as of financial year 2014. The nature and impact of each of the relevant new standards and amendments is described below:

AASB 13 Fair Value Measurement

AASB 13 establishes a single source of guidance for all fair value measurements. AASB 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under Australian Accounting Standards. AASB 13 defines fair value as an exit price. As a result of the guidance in AASB 13, the Company reassessed its policies for measuring fair values, in particular, its valuation inputs such as non‐performance risk for fair value measurement of liabilities. AASB 13 also requires additional disclosures.

Application of AASB 13 has not impacted the Company’s financial position or performance. However, the disclosure requirements are more comprehensive than previous disclosure requirements. Additional disclosures where required, are provided in the individual notes related to the assets and liabilities whose fair values were determined. The fair value hierarchy is provided in Note 6.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

2.1 Summary of accounting policies continued
(a) Basis of preparation continued

AASB 9 Financial Instruments

The early adoption of this accounting standard affected the classification of financial assets. In the prior period, all financial assets were designated as available for sale, which is no longer an available designation under AASB 9. The company now has two discrete investment profiles, trading and long term investing. At the date of application of AASB 9 (1 July 2013), the Company redesignated $3,359,992 in financial assets that are held for trading as fair value through profit or loss. These amounts have been reclassified in the Statement of financial position for comparative purposes.

The effect of this change on the prior period comparatives is as follows:

2013	Reserves $	Accumulated losses $
Per 2013 Annual Report Fair value adjustment – available for sale assets	299,790 (299,790)	(64,968,144) 299,790
Prioryear comparatives restated	‐	(64,668,354)

The following new and amended Australian Accounting Standards and AASB Interpretations adopted had no impact on the Company:

AASB 10 Consolidated Financial Statements;
AASB 11 Joint Arrangements;
AASB 12 Disclosure of Interests in Other Entities; and
AASB 7 Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities – Amendments to AASB 7

Standards issued that might have an impact but not yet effective

Standards issued that might have an impact but are not yet effective up to the date of issuance of the Company’s financial statements are listed below. The Company intends to adopt applicable standards when they become effective.

Offsetting Financial Assets and Financial Liabilities — Amendments to AASB 132 (effective from 1 January 2014)

These amendments clarify the meaning of ‘currently has a legally enforceable right to set off’. The amendments also clarify the application of the AASB 132 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments are not expected to impact the Company’s financial position or performance. However, it may impact the presentation and disclosures in the financial statements.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

2.2 Accounting judgements and estimates

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the amounts recognised in the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

The significant accounting policies have been consistently applied in the current financial year and the comparative period, unless otherwise stated. Where necessary, comparative information has been re‐presented to be consistent with current period disclosures.

Fair value of financial instruments

When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

2.3 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below.

a) Financial instruments

(i) Classification

The Company classifies its financial assets and financial liabilities into the categories below in accordance with AASB 9.

Financial assets and liabilities at fair value through profit or loss

The Company has two discrete portfolios of securities, the long‐term portfolio and the trading portfolio.

The long‐term portfolio relates to holdings of securities which the Directors intend to retain on a long term basis. The long‐term portfolio is recognised as a non‐current asset in the statement of financial position.

The trading portfolio comprises securities acquired principally for the purpose of generating a profit from short‐term fluctuation in price. The trading portfolio is recognised as a current asset in the statement of financial position. All derivatives are classified as held for trading.

Other financial liabilities

This category includes all financial liabilities, other than those classified as at fair value through profit or loss. Other financial liabilities are measured at their nominal amounts. Amounts are generally settled within 30 days of being recognised as other financial liabilities. Given the short‐term nature of other financial liabilities, the nominal amount approximates fair value.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

2.3 Summary of significant accounting policies continued

a) Financial instruments continued

(ii) Recognition

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the marketplace are recognised on the trade date, i.e. the date that the Company commits to purchase or sell the asset.

(iii) De‐recognition

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

i. The rights to receive cash flows from the asset have expired; or
ii. The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass‐ through’ arrangement; and
iii. Either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

The Company derecognises a financial liability when the obligation under the liability is discharged, cancelled or expires.

(iv) Initial measurement

Both the long‐term and trading portfolios are classified at initial recognition as financial assets at fair value through profit or loss. All transaction costs for such instruments are recognised directly in profit or loss.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented in the statement of profit or loss.

Dividend income earned on investments held at fair value through profit or loss is recognised in the statement of profit or loss.

Loans and receivables and financial liabilities (other than those classified as at fair value through profit or loss) are measured initially at their fair value plus any directly attributable incremental costs of acquisition or issue.

For financial assets and liabilities where the fair value at initial recognition does not equal the transaction price, the Company recognises the difference in the statement of comprehensive income, unless specified otherwise.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

2.3 Summary of significant accounting policies continued

a) Financial instruments continued

(v) Subsequent measurement

After initial measurement, the Company measures financial instruments which are classified as at fair value through profit or loss at fair value (see Note 6 below). Subsequent changes in the fair value of those financial instruments are recorded in ‘Change in fair value of financial assets and liabilities at fair value through profit or loss’. Interest earned is recorded in ‘Interest revenue’ according to the terms of the contract. Dividend revenue is recorded in ‘Dividend revenue’.

b) Fair value measurement

The Company measures financial assets and liabilities at fair value through profit or loss, such as equity securities and debt instruments, at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

2.3 Summary of significant accounting policies continued

b) Fair value measurement continued

This item includes changes in the fair value of financial assets and liabilities held for trading or designated upon initial recognition as ‘held at fair value through profit or loss’ and excludes interest and dividend income and expenses. Amounts are calculated as the difference between the fair value at sale or at year end, and the fair value at the previous valuation point. This includes both realised and unrealised gains and losses.

When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using a discounted cash flow model. The inputs to this model are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as the discount rate including counterparty credit risk. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 6 for further disclosures.

c) Functional and presentation currency

The Company’s functional and presentation currency is the Australian Dollar, which is the currency of the primary economic environment in which it operates. The Company’s performance is evaluated and its liquidity is managed in Australian Dollars. Therefore, the Australian Dollar is considered as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions.

d) Interest revenue and expense

Interest earned on financial assets classified as ‘at fair value through the profit or loss’ is recorded in ‘Interest revenue’ according to the terms of the contract.

e) Dividend revenue

Dividend revenue is recognised when the Company’s right to receive the payment is established. Dividend revenue is presented gross of any non‐recoverable withholding taxes, which are disclosed separately as tax expense in the Statement of profit and loss.

f) Fees, commissions and other expenses

Except where included in the effective interest calculation (for financial instruments carried at amortised cost), fees and commissions are recognised on an accrual basis. Legal and audit fees are included within ‘Legal and professional fees’, and are recorded on an accrual basis.

g) Cash, and cash equivalents

Cash and cash equivalents in the Statement of financial position comprise cash on hand, demand deposits, short term deposits in banks with original maturities of three months or less and short‐term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

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

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

2.3 Summary of significant accounting policies continued

h) Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date where the Company operates and generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

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

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

i) Due to and due from brokers

Amounts due to brokers (refer to note 9) are payables for securities purchased (in a regular way transaction) that have been contracted for but not yet delivered on the reporting date. Refer to the accounting policy for ‘other financial liabilities’ for recognition and measurement of these amounts.

Amounts due from brokers include margin accounts and receivables for securities sold (in a regular way transaction) that have been contracted for but not yet delivered on the reporting date. Refer to accounting policy for ‘loans and receivables’ for recognition and measurement of these amounts.

j) Goods and services tax (GST)

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

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

Reduced input tax credits (RITC) recoverable by the Company from the ATO are recognised as a receivable in the Statement of financial position.

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

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

3. Total investment income

The major components of investment income in the Statement of comprehensive income are:

	Investment decisions	Investment decisions	2014 2013 $ $
	Thorney Management Services¹ $	Wentworth Investment Committee² $
Realised gains (losses) Unrealised gains (losses) Interest income Underwriting fees Dividend income	135,868	(4,734)	131,134 ‐ (2,724,059) 299,790 1,586,501 495,462 156,026 70,694 150 ‐
	14,886	(2,738,945)
	1,441,450	145,051
	156,026	‐
	150	‐
Gross investment income	1,748,380	(2,598,628)	(850,248) 865,946

¹ Thorney Management Services Pty Ltd (Investment Manager) assumed investment management responsibilities from 21 November 2013 pursuant to an Investment Management Agreement approved by shareholders at the 2013 Annual General Meeting.

² The Wentworth Holdings Limited Board Investment Committee was disbanded on 21 November 2013.

4. Income tax

The major components of income tax expense in the Statement of comprehensive income are:

	2014 $ 2013 $
Loss before income tax expense Prima facie tax expense on profit from ordinary activities before income tax expense at 30% (2013: 30%) Tax benefit not recognised	2,669,210 258,150 (800,763) (77,445) 800,763 77,445
Income tax expense recognised in the Statement ofprofit or loss	‐ ‐

At 30 June 2014, the Company has estimated unused gross capital tax losses of $30,714,116 (2013: $30,714,116) and gross revenue tax losses of $24,735,036 (2013: $20,681,966) that are available to offset against future taxable capital and revenue profits, subject to continuing to meet relevant statutory tests.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

5. Cash and short‐term deposits

5. Cash and short‐term deposits
	2014 $ 2013 $
Cash at bank Short‐term deposits	987,315 5,253 52,400,000 11,110,326
Total cash and short‐term deposits	53,387,315 11,115,579

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short‐term deposits are made for varying periods of between 1 day and 90 days, depending on the immediate cash requirements of the Company, and earn interest at the respective short‐term deposit rates.

a) Reconciliation of net loss after tax to net cash provided by operating activities:

	2014 $ 2013 $
Loss for the year *Adjustments for non‐cash items:* Net gain on disposal of investments Unrealised component of change in fair value of investments Impairment of receivables *Changes in Assets & Liabilities:* (Increase)/decrease in receivables Increase/(decrease) in creditors & accrued expenses (Increase) in financial assets (Increase)/decrease in other assets (Decrease)inprovisions	(2,669,210) (258,150) (131,134) ‐ 2,724,059 (299,790) ‐ 305,161 (253,082) 125,239 740,387 (95,251) (14,681,827) (3,060,203) (96,095) 157,624 (452) ‐
Net cashprovided by operating activities	(14,367,354) (3,125,370)

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

6. Financial assets

6. Financial assets
	2014 $ 2013 $
Financial assets at fair value through profit or loss Listed equities¹ Longterm financial assets²	17,064,268 3,359,992 10,000,000 ‐
Total financial assets	27,064,268 3,359,992
Total current Total non‐current	17,064,268 3,359,992 10,000,000 ‐

¹ Measured at fair value using quoted market prices which are deemed a Level 1 input under the Fair Value hierarchy as prescribed in AASB 13 and disclosed in note 2.3 (b).
² Measured at fair value using a discounted cash flow model, calculated with inputs deemed to be Level 3 under the Fair Value hierarchy as prescribed in AASB 13 and disclosed in note 2.3 (b). This model involves the projection of a series of cash flows on an unlisted interest bearing security, and includes the right to 5 million bonus equity options. Key inputs to the discounted cash flow model include the principal value of unlisted interest bearing securities of $10m, a coupon rate of 9% and a discount rate of 9.32%. Movements in the discount rate would be expected to impact the fair value of the investment.

There were no transfers between levels.

7. Receivables

7. Receivables
	2014 $ 2013 $
Accrued interest GST	272,907 18,762 ‐ 1,063 272,907 19,825
Total receivables

The carrying value of Receivables approximates Fair Value.

8. Other assets

8. Other assets
	2014 $ 2013 $
Prepayments	112,897 16,802 112,897 16,802
Total other assets

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

9. Payables (current)

9. Payables (current)
	2014 $ 2013 $
Management fee payable Sundry creditors and accruals Trade creditors Outstanding settlements GST	611,305 ‐ 92,170 10,202 75,700 61,110 30,229 ‐ 1,843 ‐
Totalpayables	811,247 71,312

Payables are non‐interest bearing and unsecured. Outstanding settlements include amounts due to brokers for settlement of security purchases and are settled within 3 days of the transaction. Trade and Sundry creditors are generally paid in accordance with the terms negotiated with each individual creditor. The Management Fee is paid within 60 days of receiving an invoice from the Investment Manager.

The carrying value of Payables approximates Fair Value.

10. Borrowings

10. Borrowings
Prime broker	2014 $ 2013 $
	1,615,374 ‐
Total borrowings	1,615,374 ‐

On 17 December 2013 the Company executed a Prime Broker Agreement with UBS AG, Australia Branch to provide services including borrowing and lending of securities, settlement of third party transactions and, cash loans. The agreement allows UBS to take a custodial charge over assets lodged with UBS, as security for payments and performance obligations of the Company under the Prime Brokerage Agreement. Interest accrues daily on all cash advances at a rate equivalent to a benchmark rate of interest plus an agreed margin. Amounts drawn are repayable on demand.

The carrying amount of the borrowing has been measured at fair value through profit or loss which is deemed to be a Level 2 input under the Fair Value hierarchy as prescribed in AASB 13 and disclosed in note 2.3 (b).

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

11. Issued capital

11. Issued capital
	2014 Number of shares 2013 Number of shares 2014 $ 2013 $
(a) Ordinary shares Balance at 1 July 1:7 Share Consolidation Ordinary shares issued Share Buy‐Back Costs of share issues and buy‐back Transfer of reserves to share capital S258F reduction¹	223,351,239 223,802,639 79,109,240 78,601,558 (191,443,521) ‐ ‐ ‐ 136,455,543 ‐ 68,229,438 ‐ ‐ (451,400) ‐ (23,003) ‐ ‐ (1,560,910) (315) ‐ ‐ ‐ 531,000 ‐ ‐ (64,715,000) ‐
Total ordinaryshares	168,363,261 223,351,239 81,062,768 79,109,240
(b) Options Balance at 1 July Options issued Exercise of options Transaction costs	‐ ‐ ‐ ‐ 84,143,198 ‐ ‐ ‐ (55,543) ‐ ‐ ‐ ‐ ‐ (29,438) ‐
Total options	84,087,655 ‐ (29,438) ‐
Total issued and authorised capital	252,450,916 223,351,239 81,033,330 79,109,240

(c) Terms and conditions:

(i) Ordinary shares

Ordinary shares entitle the holder to receive dividends as declared and the proceeds on winding up the Company in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person, or by proxy, at a meeting of the Company.

(ii) Options

Each eligible shareholder received one option for every 2 ordinary shares held on the Record Date of 15 April 2014. A total of 84,143,198 options were issued by the Company on 22 April 2014. The options are listed on ASX (ASX: TOPO). Options entitle the holder to the right to acquire 1 ordinary share in the Company at a price of 53 cents and are exercisable at any time on or prior to 11:59 pm on 22 April 2015, at which time they will lapse. The options are not entitled to dividends and ordinary shares issued on exercise of the options rank equally with all other ordinary shares from the date of exercise and entitle the holder to receive dividends on or prior to the applicable record date.

¹ The Company reduced its accumulated losses and contributed equity by an equal amount via a S258F Corporations Act 2001 reduction. Refer note 12.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

12. Accumulated losses

The balance of accumulated losses at 30 June 2014 included paid up issued capital that had been lost or was not represented by available assets. In accordance with Section 258F of the Corporations Act 2001, the Company reduced its paid up issued capital balance by $64,715,000 with an equal reduction of the accumulated losses balance.

There is no impact on shareholders from the capital reduction as no shares have been cancelled or rights varied. Similarly, creditors are not affected as there has been no change in available assets. There is also no impact on the availability of the Company’s tax losses from this capital reduction.

13. Earnings per share

	2014 2013
Basic and diluted earnings per share(cents)	(2.47) (0.81)

Earnings used in calculating basic and diluted earnings per share($)	(2,669,210) (258,150)

	2014 Number of Shares 2013 Number of shares
Weighted average number of ordinary shares used in calculating basic and diluted earnings per share ¹	108,104,687 31,908,908

¹ The weighted average number of ordinary shares used in calculating earnings per share has been adjusted for the 1:7 Share Consolidation that occurred on 2 December 2013.

At 30 June 2014 there were 84,087,655 unexercised options. The unexercised options have been excluded from the diluted earnings per share calculation as they are anti‐dilutive.

14. Financial reporting by segments

The Company is managed as a whole and is considered to have a single operating segment. There is no further division of the Company or internal segment reporting used by the Directors when making strategic, investment or resource allocation decisions.

The Company’s assets are located entirely in Australia or are listed on the Australian Securities Exchange.

15. Auditor’s remuneration

	2014 $ 2013 $
Remuneration of the auditor for: Audit and review of financial reports	49,500 50,000

The 2013 auditor was Deloitte who resigned as auditor in November 2013. The appointment of Ernst & Young was approved by shareholders on 21 November 2013.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

16. Financial risk management

The Company’s objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Company’s activities but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Company’s continuing profitability. The Company is exposed to credit risk, liquidity risk and market risk (which includes interest rate risk and equity price risk) arising from the financial instruments it holds.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge an obligation.

The Company is exposed to the risk of credit‐related losses that can occur as a result of a counterparty or issuer being unable or unwilling to honour its contractual obligations. These credit exposures exist within financing relationships, derivatives and other transactions.

The Company has counterparty exposure to Money3 Corporation Limited through its investment in bonds. The bond issuer has undertaken to seek a second‐ranking security position for bondholders and is working with the bondholder’s trustee, to complete a general security deed and other documentation for the benefit of bondholders. The Investment Manager monitors the counterparty in order to assess its ability to meet its interest and principal obligations.

It is the Company’s policy to enter into financial instruments with reputable counterparties. The Investment Manager closely monitors the creditworthiness of the Company’s counterparties (e.g. brokers, custodian, banks etc.) by reviewing their credit ratings, financial statements and press releases on a regular basis.

Liquidity risk

Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk arises because of the possibility that the Company could be required to pay its liabilities earlier than expected.

The Company invests primarily in marketable securities and other financial instruments, which under normal market conditions are readily convertible to cash. In addition, the Company has no borrowings and has a daily policy to monitor and maintain sufficient cash and cash equivalents to meet normal operating requirements.

Market risk

Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates and equity prices. As the Company is a listed investment company with a flexible investment mandate, the Company will always be subject to market risks as the prices of its investment fluctuates with the market.

The Company’s listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investments. The Company manages the equity price risk through adherence to its investment policy and objectives.

At the reporting date, the exposure to listed equity securities at fair value was $17,564,628. A decrease of 10% in share value of securities held could have an impact of approximately $1,756,463 on the income or equity attributable to the Company, depending on whether the decline is significant or prolonged. An increase in 10% in share value of securities held would have a similar favourable impact on income and equity.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

16. Financial risk management continued

Interest risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows. The company is not materially exposed to interest rate risk as the majority of its cash is in short‐term deposits with fixed interest rates. The Company’s exposure to interest rate relates primarily to cash at bank and borrowings with Prime Broker. Interest rate sensitivities have not been performed as the Company’s exposure to interest rate risk is not significant.

17. Dividends

No dividends were paid or declared in the year ended 30 June 2014.

18. Contingent liabilities

The Company has no contingent liabilities as at 30 June 2014.

19. Events subsequent to balance date

20. Related party transactions

Transactions relating to matters that occurred prior to the appointment of the Investment Manager

During the year the Company paid consulting fees of $70,000 (2013:$10,000) to Eastern Podiatry Clinic Pty. Limited, a company controlled by Vaughan Webber.

During the year the Company paid amounts to Wilson HTM Investment Group, a company in which Hugh Robertson and Vaughan Webber are senior executives, being corporate fees of $1,162,500, brokerage fees of $18,689 and a travel expense reimbursement of $2,656.

Wentworth Holdings Limited Key Management Personnel received the following remuneration amounts:

	2014 $ 2013 $
Short‐term benefits	340,938 328,725
Post‐employment benefits	12,564 15,750
Total remuneration	353,502 344,475

Transactions relating to matters that occurred post the appointment of the Investment Manager

During the year the Company entered into an investment management agreement with Thorney Management Services Pty Ltd (TMS), for a period of 10 years and expiring 21 November 2023.

Under this agreement TMS is entitled to a base management fee and a performance fee. For the year ending 30 June 2014 a base fee of $722,926 (excluding GST) was paid or payable to TMS. The Company must pay TMS within 60 days of receiving an invoice from the manager. No performance fee has been accrued for the year ended 30 June 2014.

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Thorney Opportunities Ltd 2014 Annual Report

Notes to the financial statements continued

20. Related party transactions continued

During the year an expense reimbursement of $250,000 was made to Thorney Holdings Pty Ltd, a related entity of TMS, pursuant to the Implementation Deed.

Tiga Trading Pty Ltd, a related entity of TMS, employs personnel to provide company secretarial and financial accounts preparation services to Thorney Opportunities Ltd. These services are provided on commercial terms and total $38,500 inclusive of GST for the financial year 2014 (2013: $nil).

As part of the co‐investment in Service Stream Limited, Thorney International Pty Ltd, a related entity of TMS, reimbursed TOP legal fees incurred of $6,504, calculated in direct proportion to the capital invested.

TMS, Tiga Trading Pty Ltd, Thorney Holdings Pty Ltd, Thorney International Pty Ltd and Thorney Investment Group Australia Pty Ltd are related bodies corporate controlled by Alex Waislitz by virtue of 608(1) of the Corporations Act (2001).

For the purposes of AASB 101 and 124, the parent and ultimate parent of Thorney Opportunities Ltd is Thorney Investment Group Australia Pty Ltd.

During the year, the Company engaged Arnold Bloch Leibler, a legal firm of which Henry Lanzer is the managing partner, to provide legal advice totalling $53,848 (2013: $nil).

In accordance with the terms of Mr Lanzer’s appointment, a payment of $29,167 was paid or payable to Arnold Bloch Leibler as remuneration for his role as a Director of the Company.

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than those detailed above) by reason of a contract made by the Company or a related Company with the Director or with a firm of which he is a member or with a Company in which he has substantial financial interest.

The current Key Management Personnel received the following remuneration amounts:

	2014	2013
	$	$
Short‐term benefits	90,415		‐
Post‐employment benefits	5,398		‐
Total remuneration	95,813		‐

21. List of investments

Company	Code	Market Value $
AMA Group Limited Australian Renewable Fuels Limited Money3 Corporation Limited (equity, bond, option) Service Stream Limited Other listed investments	AMA ARW MNY SSM	5,981,438 833,069 11,844,126 5,962,810 2,442,825
TOTAL INVESTMENTS		27,064,268

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Thorney Opportunities Ltd 2014 Annual Report

Directors’ declaration

In accordance with a resolution of directors of Thorney Opportunities Ltd, I state that:

In the opinion of the Directors:
(a) the financial statements and notes of Thorney Opportunities Ltd for the financial year ended 30 June 2014 are in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the financial position as at 30 June 2014 and of its performance for the year ended on that date;
(ii) complying with Accounting Standards and the Corporations Regulations 2001 ;
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 2.1; and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2014.

On behalf of the Board,

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Alex Waislitz Chairman

Melbourne, 25 August 2014

Page | 41

Thorney Opportunities Ltd 2014 Annual Report

Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001

Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au

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To the members of Thorney Opportunities Ltd

Report on the financial report

We have audited the accompanying financial report of Thorney Opportunities Ltd, which comprises the statement of financial position as at 30 June 2014, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the Directors’ declaration.

Directors’ responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the Directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

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

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

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We have given to the Directors of the Company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report. We confirm that the Auditor’s Independence Declaration would be in the same terms if given to the Directors as at the time of this auditor’s report.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Opinion

In our opinion:

a. the financial report of Thorney Opportunities Ltd is in accordance with the Corporations Act 2001, including:
i giving a true and fair view of the Company's financial position as at 30 June 2014 and of its performance for the year ended on that date; and
ii complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.1.

Report on the remuneration report

We have audited the Remuneration Report included in Note 13 of the Directors' report for the year ended 30 June 2014. The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Thorney Opportunities Ltd for the year ended 30 June 2014 complies with section 300A of the Corporations Act 2001.

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Ernst & Young

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Kester Brown Partner

Melbourne 25 August 2014

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Shareholder information

As at 25 August 2014

Voting rights

All ordinary shares carry one vote per share without restriction.

Distribution of shareholders and optionholders

Distribution of shareholders and optionholders
Category 1 – 1,000 shares 1001 – 5,000 shares 5001 – 10,000 shares 10,001 – 100,000 shares 100,001 or more shares Total number of holders	Ordinary shares Options
	99,218 179,535 958,763 1,046,397 1,630,944 1,511,918 27,209,169 17,601,336 138,466,034 63,747,602 168,364,128 84,086,788
Number of shareholders holding less than a marketable parcel	247

20 largest shareholders of ordinary shares

20 largest shareholders of ordinary shares
Name	Number of Ordinary shares % of issued capital
THORNEY HOLDINGS PTY LTD RUBI HOLDINGS PTY LTD TIGA TRADING PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED RUBI HOLDINGS PTY LTD ACK PROPRIETARY LIMITED ELPHINSTONE HOLDINGS PTY LTD UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD DYNASTY PEAK PTY LTD FRANK COSTA SUPERANNUATION PTY LTD OBPF NOMINEES PTY LTD RUBENSTEIN CUSTODIAN PTY LTD TAMIT NOMINEES PTY LTD MR VICTOR JOHN PLUMMER MR MALCOLM STEINBERG & MR ADAM GREGORY STEINBERG MRS NOLA ISABEL CRIDDLE THIRTY‐FIFTH CELEBRATION PTY LTD BLACKCAT HOLDINGS PTY LTD PICTON COVE PTY LTD AUSTIN SUPERANNUATION PTY LTD	44,095,277 26.19 12,100,000 7.19 6,471,578 3.84 5,580,000 3.31 4,749,392 2.82 3,280,000 1.95 3,000,000 1.78 2,186,531 1.30 2,028,000 1.21 2,000,000 1.19 2,000,000 1.19 2,000,000 1.19 2,000,000 1.19 1,600,000 0.95 1,600,000 0.95 1,500,000 0.89 1,460,210 0.87 1,055,000 0.63 1,042,858 0.62 1,037,082 0.62

20 largest shareholders of ordinary shares

Name

Number of
Ordinary
shares
% of
issued
capital

THORNEY HOLDINGS PTY LTD
RUBI HOLDINGS PTY LTD
TIGA TRADING PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
RUBI HOLDINGS PTY LTD
ACK PROPRIETARY LIMITED
ELPHINSTONE HOLDINGS PTY LTD
UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD
DYNASTY PEAK PTY LTD
FRANK COSTA SUPERANNUATION PTY LTD
OBPF NOMINEES PTY LTD
RUBENSTEIN CUSTODIAN PTY LTD
TAMIT NOMINEES PTY LTD
MR VICTOR JOHN PLUMMER
MR MALCOLM STEINBERG & MR ADAM GREGORY STEINBERG

MRS NOLA ISABEL CRIDDLE
THIRTY‐FIFTH CELEBRATION PTY LTD
BLACKCAT HOLDINGS PTY LTD
PICTON COVE PTY LTD
AUSTIN SUPERANNUATION PTY LTD

44,095,277
26.19
12,100,000
7.19
6,471,578
3.84
5,580,000
3.31
4,749,392
2.82
3,280,000
1.95
3,000,000
1.78
2,186,531
1.30
2,028,000
1.21
2,000,000
1.19
2,000,000
1.19
2,000,000
1.19
2,000,000
1.19
1,600,000
0.95
1,600,000
0.95
1,500,000
0.89
1,460,210
0.87
1,055,000
0.63
1,042,858
0.62
1,037,082
0.62

Substantial shareholders

Name	Number of Ordinary shares Voting Power %
Thorney Holdings Pty Ltd Rubi Holdings PtyLtd	50,566,855 30.03 16,849,392 10.01

AI assistant

THORNEY OPPORTUNITIES LTD — AGM Information 2014

65940_rns_2014-10-23_54c02a8c-a749-44aa-be4e-8fe94ef916b8.pdf

THORNEY OPPORTUNITIES LTD ACN 080 167 264

THORNEY OPPORTUNITIES LTD NOTICE OF 2014 ANNUAL GENERAL MEETING

THORNEY OPPORTUNITIES LTD

ACN 080 167 264

NOTICE OF ANNUAL GENERAL MEETING

1. Financial Statements and Reports

2. Remuneration Report

3. Re‐election of Director – Alex Waislitz

CRAIG SMITH ACIS, CPA

VOTING RESTRICTIONS

Resolution 1

INFORMATION FOR SHAREHOLDERS ATTENDING AND VOTING AT THE AGM

Shareholder questions

Appointing proxies and powers of attorney

Voting by proxies

Default to the Chairman of the meeting

Lodging your proxy form

Online

www.votingonline.com.au/thorneyagm2014

Powers of attorney

Corporate representatives

Explanatory Notes

Item 1 – Financial Statements and Reports

Item 2 – Remuneration Report

The Board recommends that shareholders vote in favour of this resolution.

Item 3 – Re‐election of Alex Waislitz

All Correspondence to:

YOUR VOTE IS IMPORTANT

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

Attending the Meeting

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

STEP 2 VOTING DIRECTIONS

STEP 3 SIGNATURE OF SHAREHOLDERS

Company particulars

Contents

Chairman’s letter

Chairman’s letter continued

Directors’ report

1. Directors

Information on directors

Alex Waislitz BEc, LLB, Non‐executive Chairman

continued Directors’ report

Information on directors continued

Ashok Jacob BSc, MBA, Non‐executive Director

Henry D. Lanzer B.Com., LLB (Melb), Non‐executive Director

Dr Gary Weiss LLB(Hons), LLM, J.S.D., Non‐executive Director, Lead independent Director

2. Company Secretaries

continued Directors’ report

3. Principal activities

4. Result

5. Dividends

6. Review of operations

continued Directors’ report

7. Financial position

8. Prospects

9. Material business risks

10. Significant changes in the state of affairs

11. Options

Thorney Opportunities Ltd 2014 Annual Report

continued Directors’ report

12. Events subsequent to balance date

13. 2014 Remuneration report (Audited)

(a) Remuneration of Directors

Non‐executive Directors’ fees

Non‐executive Chairman’s fees

Retirement benefits for Directors

Other benefits (including termination) and incentives

THORNEY OPPORTUNITIES LTD AGM Information 2014