VERIS LIMITED — Annual Report 2013

Sep 26, 2013

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OTOC LIMITED

3 0 JUNE 2 0 1 3 A N N U A L F I N A N C I A L RE P O R T

ACN 122 958 178 www.otoclimited.com.au

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Your Directors present their report together with the consolidated financial statements of OTOC Limited ABN 80 122 958 178 (“the Company” or “OTOC”) and the entities it controlled (together referred to as ‘’the Group’’) at the end of, or during, the year ended 30 June 2013.

1. INFORMATION ON DIRECTORS

Directors of the Company during the whole of the financial year ended 30 June 2013 and up to the date of this report are as follows:

• Derek La Ferla (Non-Executive Chairman)

• Adam Lamond (Chief Executive Officer)

• Tom Lawrence (Non-Executive Director)

Dario Amara was a Non-Executive Director from 29 January 2008 until his resignation on 30 November 2012.

Derek La Ferla Non-Executive Chairman

Appointed 28 October 2011

Mr La Ferla is a partner with the Perth office of international law firm Norton Rose. He is Non-Executive Chairman of ASX listed Sandfire Resources Limited and of unlisted public company Cashmere Iron Ltd.

He has been a director of a number of public and private companies over the years (including ASX listed Katana Capital Limited) and has served on the board of the predecessor firm to Norton Rose Fullbright in Australia (Deacons).

As a senior corporate solicitor over the past 26 years, Mr La Ferla has worked closely with the boards and management of many public, private and statutory corporations, with particular emphasis over the past eight years on corporate governance, director responsibilities and balancing commercial, risk and management considerations.

Mr La Ferla holds Bachelor of Arts and Bachelor of Laws degrees and is a Fellow of the Australian Institute of Company Directors.

Special Responsibilities

Mr La Ferla is the Chairman of the Nomination and Remuneration Committee and a member of the Audit Committee.

Former directorships in last 3 years Sandfire Resources Limited (May 2010 – Current)

Interests in Shares

562,500 fully paid ordinary shares

Adam Lamond Chief Executive Officer

Appointed 13 October 2011

Mr Lamond is a qualified electrician and electrical contractor with over 19 years of experience in the mining industry. Mr Lamond has particular expertise in the electrical trade and camp installations in remote Western Australia.

Mr Lamond began his career in the mining industry in 1995, working for a private electrical contractor and subsequently as a sub-contractor. He founded his own electrical contracting business in 2003 before merging it with several other private contracting businesses to form Ocean to Outback Contracting Pty Ltd (OTOC), and held the position of Chief Executive Officer.

OTOC LIMITED 1

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1. INFORMATION ON DIRECTORS (continued)

Special Responsibilities Managing Director.

Former directorships in last 3 years None.

Interests in Shares 57,915,500 fully paid ordinary shares

Tom Lawrence

Non-Executive Director Appointed 13 October 2011

Mr Lawrence is a qualified accountant and taxation law expert with a Masters Degree in taxation. Mr Lawrence has been the principal of Lawrence Business Management for over 15 years, providing tax and management advice to a diverse range of businesses. Mr Lawrence has been an advisor to OTOC from its inception.

Special Responsibilities

Mr Lawrence is the Chairman of the Audit committee and a member of the Nomination and Remuneration Committee.

Former directorships in last 3 years None.

Interests in Shares 2,089,998 fully paid ordinary shares

Dario Amara

Non-Executive Director

Appointed 29 January 2008 – Resigned 30 November 2012

Mr Amara is a civil engineer and executive with extensive business experience and networks gained over 30 plus years in the Australian and international markets and spanning the property, infrastructure and industrial sectors. Prior to founding Emerson Stewart Group Limited (now OTOC Limited) in 2005 and for over 16 years, he occupied senior executive roles with major construction and engineering groups. He is currently a non-executive director of Austal Limited (ASX listed), non-executive chairman of Mission NewEnergy (ASX, NASDAQ listed) and a board member of the Murdoch University Art Collection.

Mr Amara has served as Chairman of the West Australian Opera Company, the Art Gallery of Western Australia and Heritage Perth and as a director of the Perth International Arts Festival. He is a graduate from the Curtin University of Technology, a Fellow of the Institution of Engineers Australia, a chartered professional engineer and a Registered Builder.

Former directorships in last 3 years Austal Limited (December 2011 – Current) Mission Newenergy Limited (March 2006 – Current)

Interests in Shares (at time of resignation) 10,442,858 fully paid ordinary shares

OTOC LIMITED 2

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2. INFORMATION ON COMPANY SECRETARY

Lisa Wynne was appointed as Company Secretary on 6 July 2012. Ms Wynne is a Chartered Accountant with significant experience in the administration of ASX and TSX listed companies, corporate governance and financial accounting. Ms Wynne is the Company Secretary of a number of ASX listed resources companies and an owner of corporate advisory firm Blue Horse Corporate Pty Ltd, specialising in the provision of corporate services to public companies.

3. DIRECTORS MEETINGS

The number of directors meetings and number of meetings attended by each of the directors of the Group during the financial year are:

Director Derek La Ferla Adam Lamond Tom Lawrence Dario Amara	Board Meetings Audit Committee Remuneration & Nomination Committee**
	A B A B A B 12 12 3 3 1 1 10 11 4 12 12 4 3 3 3 3 1 N/A 1 N/A

• A = Number of Meetings attended

• B = Number of meetings held during the time the director held office during the year

• = Not a member of the relevant committee

• ** = Matters considered were passed via a circular resolution

4. DIVIDENDS

Dividends paid to members during the year were as follows:

	2013	2012
	$000’s	$000’s
Fully franked dividend	-	950

5. PRINCIPAL ACTIVITIES

OTOC through its wholly owned subsidiaries OTOC Australia Pty Ltd and Whelans Australia Pty Ltd (“Whelans”) provides construction and turnkey camp/village installations, environmental, surveying, mapping, town planning, engineering, project delivery and specialist consulting services across the infrastructure, resources and energy sectors. The Group has six offices located at strategic locations within Western Australia and in excess of three hundred and fifty staff. The following significant changes in the nature of the activities of the Group occurred during the year:

• (i) The Company was awarded a formal contract for Stage 1 of the Nauru processing centre, a 900-person facility. The contract is for an initial amount of $28.7 million and provides the Company with a platform to target further Government–sponsored construction work at Nauru and elsewhere. The entry into the Government sector with the Nauru contract compliments the resources construction expertise and provides the Company with a diversified revenue base to help shelter earnings from any prolonged downturn in the resources sector.

• (ii) The Company expanded its Facilities division via the acquisition of full ownership of a 700 person commercial kitchen/diner facility. The acquisition is consistent with the Company’s strategy of growing its Facilities division and associated recurring revenue base.

OTOC LIMITED 3

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6. REVIEW OF OPERATIONS

For the year ended 30 June 2013 the Group achieved net profit after tax of $5.2 million, $4.6 million after discontinued operations (2012: $5.5 million) and profit from operating activities (EBIT) of $7.7 million (2012: $7.2 million).

This record result was achieved despite a general slowdown in the mining infrastructure market and demonstrates OTOC’s success in two strategic focus areas: business diversification and improved financial management.

A key focus for the Group has been the introduction of improved internal processes and management systems to better monitor costs and create a best practice environment for our workforce. These improvements have had a positive impact on OTOC’s earnings, as shown by an increase in the EBIT margin from 4.8% in FY2012 to 6.7% in FY2013. The Company is confident these improvements will continue to have a positive impact on the Group’s profits going forward.

Diversifying group revenue and order book has been a strategic priority for OTOC, in order to combat a structural shift in demand in the mining infrastructure market. Significant changes to the earnings mix of OTOC during FY2013 include:

• Entry into the Government construction sector via the award of the Nauru processing centre contract. This contract will have a material impact on OTOC earnings in FY2014 and positions OTOC for further Government-sponsored construction work as well as other offshore engagements;

• Creation of two new divisions within the Company; Facilities and Remote Communications, providing additional high-margin, recurring income streams; and

• Expansion of Whelans through continued investment in regional service offerings and aerial mapping projects. Whelans recorded FY2013 revenue of $29.2 million (up 47%) and EBIT of $2.9 million (up 73%).

The Group reported a significant improvement in operating cash flow in FY2013 (FY2013: $7.9 million, FY2012: $0.9 million), enabling the Group to reduce its debt position and provide an improved working capital position going forward.

The Company’s other wholly owned subsidiary Emerson Stewart Pty Ltd contributed a loss after tax of $636,000 (2012: $678,000). OTOC sold the Emerson Stewart business during the financial year.

6.1 Operations

6.1.1 Overview

OTOC was listed on the ASX (code OTC) in 2011 through the reverse acquisition of Emerson Stewart Group Limited. Whelans Australia (Surveying, Aerial Mapping and Town Planning) was acquired as part of this transaction. The engineering business of Emerson Stewart was sold shortly afterwards.

OTOC Group is focussed on remote area solutions in the following key areas:

• Resources infrastructure

• Government infrastructure

• Communications infrastructure

• Facilities rental

• Surveying

• Town Planning

• Aerial Mapping

OTOC LIMITED 4

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• OTOC Limited is the Group’s holding company that is listed on the ASX under the code OTC.

• OTOC Australia provides infrastructure solutions in remote areas to Government, mining and oil and gas sectors, including construction, communication and facilities services. OTOC Australia has a history of delivering quality projects on time and on budget. Projects range in size from $2.0 million through to $50.0 million. The level of experience within the Company and the close collaboration with its customers ensures OTOC Australia has a clear understanding of its customers’ requirements as well as the ultimate end user, the customer’s employees.

• Whelans Australia specialises in surveying, town planning and aerial mapping and provides services to mining and infrastructure projects, construction, land subdivision and all aspects of development. Whelans Australia has an outstanding reputation with its customers, from developers and resource companies, through to Government departments. With forty years’ experience, Whelans is an established part of the Western Australian professional landscape. Whelans Australia’s skilled staff are well-informed on current Government policy and trained in the latest technologies, ensuring customers receive professional advice and service on every Whelans project.

6.1.2 Business Model

OTOC group generates most of its income from the provision of remote area infrastructure solutions. Revenue is generated from Government, resources and communications infrastructure, surveying, town planning and aerial mapping. OTOC employs in excess of three hundred and fifty workers in a dozen locations. This combination of annuity stream income plus large infrastructure projects offers a balanced portfolio. The Group’s earnings are currently driven by its two wholly-owned businesses, OTOC Australia and Whelans Australia.

6.1.3 Review of Operations

Key points to assist in understanding OTOC’s results are as below:

Key Item	FY2013 $000	FY2012 $000	Comments
Revenue	113,934	152,177	During FY13 systems and management were put in place to consolidate the revenue base and derive increased earnings from that revenue. The tendering selection process was refined to meet group objectives of improved margin ahead of revenue.
Expenses	106,237	144,934	Reductions in overheads and costs associated with infrastructureprojects.
Earnings before interest and tax (EBIT) from continuing operations	7,697	7,243	EBIT/EBITDA growth is a result of a concerted strategy to grow earnings ahead of Revenue.

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6.2 Financial Position, Performance and Cashflow

6.2.1 Dividends

No dividends were declared and paid by the Company during the financial period.

6.3 Business Strategy, Outlook and Risks

6.3.1 Business Strategy

The Group’s strategy is to grow and expand its existing resources, Government and surveying operations and create new opportunities, to maximize and increase stakeholder value and returns. The Company has received Government contractor certification, this area of the business has developed into a significant revenue stream. OTOC Australia now has the capability to contract directly with the Federal Government, which could lead to opportunities to tender for defense infrastructure projects. Whelans currently contracts to numerous WA State Government departments and local councils.

6.3.2 Outlook

A highly experienced Board of Directors and management team have refocussed the team from rapid growth to sustainable organic growth. With existing contracts in Government, mining, oil and gas sectors, and new projects in the pipeline, the OTOC group foresees opportunities for further expansion and diversification, which will provide the Group with increased earnings and long-term sustainability.

In particular OTOC Australia was recently awarded a $28.7m contract for Stage 1 of the Nauru Processing Centre (‘RPC 1”), part of the Commonwealth Government’s regional processing arrangements, and are currently awaiting a decision on the award of RPC 2.

OTOC Australia is also currently completing the $32m installation of accommodation units at Rio Tinto’s Brockman 4 Operations Village (Nammuldi). This contract is expected to be completed in late 2013 and has resulted in additional variations works.

Whelans Australia was also recently awarded contracts totalling $4.3m for Survey Services and Aerial Acquisition works which will form part of FY14. The company continues to generate consistent revenue and earnings and expect to continue to benefit from investment in its regional office network.

6.3.3 Risks

There are specific risks associated with the activities of the Group and general risks which are largely beyond the control of the Company and the Directors. The most significant risks identified that may have a material impact on the future financial performance of the Company and the market price of the Group’s shares are:

OTOC LIMITED 6

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6.3.3.1 Project Delivery Risk

Execution of projects involves professional judgment regarding scheduling, development and construction. Failure to meet scheduled milestones could result in professional product liability, warranty or other claims against the Company. The Company maintains a range of insurance policies and risk mitigation programs designed to closely monitor progress or works.

6.3.3.2 Legal and Contractual Risk

Errors, omissions or incorrect rates and quantities mean OTOC may not achieve full benefits of project deliverables and may lead to a negative impact on financial performance. Additionally, failure to understand the contract terms can lead to disputes with third parties and litigation over contractual terms. The Company seeks to mitigate these risks by following a tendering process and estimation programme and using the knowledge and experience of staff to conduct pricing appropriately and contract review and screening.

6.3.3.3 Competition Risk

Competitive markets can place downward pressure on margins and can lead to a risk of decreased market share. OTOC seeks to mitigate this risk by seeking to target projects where we have expertise and competitive advantage while also effectively managing costs and margins.

6.3.3.4 Partner Risk

OTOC occasionally operates through a joint venture style partnering arrangement. The success of these arrangements depends on the satisfactory performance by our partners of their obligations. The failure of our partners to meet obligations could impose additional financial and / or performance obligations on OTOC which could have an impact on our reputation or financial results. OTOC seeks to mitigate this risk by conducting due diligence in relation to potential partners and by undertaking compliance reviews and regularly monitoring the performance of joint venture operations.

7. SIGNIFICANT CHANGES IN STATE OF AFFAIRS

On 9 October 2012, the Company announced that its wholly owned subsidiary, OTOC Group Pty Ltd, achieved earnings above that forecasted for FY2012 when it was acquired by the Company in 2011. As a result 20 million performance shares issued as part consideration under the Heads of Agreement for the acquisition of 100% of the shares of OTOC Group Pty Ltd in October 2011 converted into 40 million ordinary shares. Accordingly the Company issued 40 million shares valued at $4.6 million.

There were no other significant changes in the state of affairs of the Group other than that referred to in the financial statements or notes thereto.

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8. EVENTS SUBSEQUENT TO REPORTING DATE

On 18 July 2013, the Company announced its wholly owned subsidiary Whelans Australia had been awarded contracts totaling $4.3 million for Survey Services for RTIO’s Expansion Project at Cape Lambert Port B and Aerial Acquisition works for Landgate as part of their State Land Information Capture Program.

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

9. LIKELY DEVELOPMENTS

OTOC intends to focus on the growth of its two core businesses, OTOC Australia and Whelans, including the expansion of the Facilities division with a focus on growing its recurring revenue base to deliver strong returns to its shareholders.

10. REMUNERATION REPORT – Audited

The directors are pleased to present your Company’s 2013 remuneration report which sets out the remuneration information for OTOC Limited’s non-executive directors, executive directors and other key management personnel. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001. This Remuneration Report forms part of the Directors’ Report. For the purposes of this report ‘Key Management Personnel’ (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly.

The report contains the following sections:

• a) Directors and key management personnel disclosed in this report

• b) Remuneration Policy

• c) Use of remuneration consultants

• d) Relationship between remuneration and the Company’s performance

• e) Voting and comments made at the Company’s 2012 Annual General Meeting f) Contractual Arrangements

• g) Details of remuneration

• h) Details of share-based compensation and bonuses

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10. REMUNERATION REPORT – Audited (continued)

Director and Executive Disclosures

• a) Details of directors and key management personnel disclosed in this report

Director	Position	Appointed on	Resigned on
Derek La Ferla	Non-Executive Chairman	2 November 2011	-
Adam Lamond	Chief Executive Officer	13 October 2011	-
Tom Lawrence	Non-Executive Director	13 October 2011	-
Dario Amara	Non-Executive Director	29 January 2008	30 November 2012
Key Management	Personnel
Brian Mangano	Chief Financial Officer	9 July 2012	-
Brian Hill	Managing Director, Whelans	28 February 2010	-
David Russell	General Manager, OTOC Australia	13 August 2012	-

• b) Remuneration policy

The Group has high expectations of its people, especially its executive leadership team. The Group aligns the performance outcomes of its executives with its own corporate outcomes and as such remuneration will be based on merit, performance and responsibilities assigned and undertaken.

The Group has established a Remuneration and Nomination Committee, which is responsible for:

• Assessing appropriate remuneration policies, levels and packages for Board Members, the CEO, and (in consultation with the CEO) other senior executive officers;

• Monitoring the implementation by the Group of such remuneration policies; and

• Recommending the Group’s remuneration policy so as to:

• motivate directors and management to pursue the long-term growth and success of the Group within an appropriate control framework; and

• demonstrate a clear relationship between key executive performance and remuneration.

Non-executive director remuneration policy

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time-to-time by a general meeting. The Constitution was amended by special resolution of the members on 30 November 2011 with the aggregate remuneration increasing from $250,000 to $300,000 per annum, which is to be apportioned amongst Non-Executive Directors.

The Company has entered into service agreements with its current Non-Executive Directors; refer details of the contractual arrangements on page 12 to 14 of this remuneration report.

OTOC LIMITED 9

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10. REMUNERATION REPORT – Audited (continued)

Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations Act 2001 at the time of the Directors retirement or termination. Non-Executive Directors’ remuneration may include an incentive portion consisting of bonuses and/or options, as considered appropriate by the Board, which may be subject to shareholder approval in accordance with the ASX Listing Rules.

Executive remuneration policy

The Company’s broad remuneration policy is to ensure the remuneration package appropriately reflects the person’s duties and responsibilities and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Company aims to reward executives with a level of remuneration commensurate with their position and responsibilities within the Company so as to attract and retain executives of the highest calibre, whilst incurring a cost that is acceptable to shareholders.

Remuneration is regularly compared with the external market by participation in industry salary surveys and during recruitment activities generally. If required, the Board may engage an external consultant to provide independent advice in the form of a written report detailing market levels of remuneration for comparable executive roles.

The executive remuneration framework has three components:

• Base pay and benefits, including superannuation

• Short-term incentives

• Long-term incentives through participation in Company’s Employee Share Plan (refer to section 10(h)(iv) of this remuneration report for further information)

Base pay

Executives receive their base pay which is reviewed annually or on promotion. Base pay is benchmarked against market data for comparable roles in the market.

There are no guaranteed base pay increases included in any executive contracts.

Superannuation

Statutory superannuation is payable in addition to the base pay.

Short-term incentives

Executives have the opportunity to earn an additional annual short-term incentive (STI) if predefined targets are achieved (KPIs). The Group’s STIs are calculated as a percentage of a bonus pool, based on EBIT performance above targets set by the Remuneration and Nomination Committee from time to time, and is dependent on the executive achieving various key performance indicators for their relevant business line. The STI for each executive is capped at 100% of their salary.

The CEO had a target STI of up to $100,000 payable pro-rata on the achievement of a Group EBIT of $9 million (30%) STI payable) to $10.8 million (100% STI payable) for the financial year ended 30 June 2013. Other executives have similar target STIs linked to EBITs for their individual divisions.

The Remuneration and Nomination Committee is responsible for determining the STI to be paid based on an assessment of whether the KPIs are met.

OTOC LIMITED 10

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10. REMUNERATION REPORT – Audited (continued)

To assist in this assessment, the Committee receives detailed reports on performance from management. There were no short-term incentive payments made to executives for the year ended 30 June 2013.

Long-term incentives

The Group bases its Long Term Incentive Benefit (“LTIB”) on a combination of continued valued service of the particular executive and overall corporate performance of the Group as a whole so as to align each of the executive’s incentives with the total performance of the Group.

In previous financial years, the LTIB was payable in the form of executive options. A portion of the options were subject to attainment of designated special key performance indicators at the scheduled time of their vesting being 30 June 2011. These KPIs involved comparing the Group’s Total Shareholder Return to the ASX Small Industrials Index at 30 June 2011 and the three years leading up to that time, thereby aligning the Group performance with that of the executives. The designated key performance indicators were not met and therefore the portion of executive options that were performance based lapsed as at 30 June 2011. Refer to Section (h) of this Remuneration Report for further information.

Additionally, on 20 July 2009 shareholders approved the implementation of the ESW Employee share plan (‘the Plan’). The purpose of the Plan is to attract, motivate and retain key employees. Persons eligible to participate in the Plan are all employees of the Company and its subsidiaries specifically excluding directors (‘Participants’). Shares are provided to Participants through a trust arrangement, either by issuing new Shares, acquiring existing Shares on market or off-market. Refer to section 10(h)(iv) of this remuneration report for further information on the Plan.

c) Use of Remuneration Consultants

In January 2013, the Company’s Remuneration and Nomination Committee engaged Brian Briscoe from Briscoe Search and Consulting to conduct research and submit information regarding executive salary packages in the Perth market place. Briscoe Search and Consulting provided remuneration recommendations as defined in section 9B of the Corporations Act 2011 and was paid $6,060 for these services.

Briscoe has confirmed that the recommendations were made free from undue influence by members of the Group’s key management personnel. The following arrangements were made to ensure that the remuneration recommendations were free from undue influence:

• Briscoe was engaged by, and reported directly to, the chair of the Remuneration and Nomination Committee.

• The report containing the recommendations was provided by Briscoe directly to the chair of the Remuneration and Nomination Committee.

As a consequence, the Board is satisfied that the recommendations were made free from undue influence from any members of the key management personnel.

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10. REMUNERATION REPORT – Audited (continued)

d) Performance Linked Compensation

The following table shows key performance indicators for the Group over the last five years.

	Financial Year Ended 30 June	2013	2012	2011	2010	2009
LTI	ClosingShare Price ($)	0.12	0.12	0.17	0.34	0.31
STI	Profit/(Loss) from Continuing Operations	5,208	6,213	(796)	(1,706)	878
	($’000)
	Average % of Maximum STI awarded to	-	-	-	-	-
	Executives (%)
	Dividendspaid ($’000)	-	950	1,170	369	-

• e) Voting and comments made at the Company’s 2012 Annual General Meeting

The adoption of the Remuneration Report for the financial year ended 30 June 2012 was put to the shareholders of the Company at the Annual General Meeting held 30 November 2012. The Company received more than 85% of votes, of those shareholders who exercised their right to vote, in favour of the remuneration report for the 2012 financial year. The resolution was passed without amendment on a show of hands. The Company did not receive any specific feedback at the AGM on its remuneration practices.

As part of key management Executive Services Agreements, Brian Hill has been granted shares, which vest at varying periods. Refer to Section (h) of this Remuneration Report.

f) Contractual Arrangements

On appointment to the board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director.

Remuneration and other terms of employment for the managing director, chief financial officer and other key management personnel are also formalised in service agreements. Major provisions of the agreements relating to remuneration are set out below.

Name	Term of agreement	Base salary including superannuation	Termination
Derek La Ferla	Mr La Ferla will hold office until the next annual general meeting of the Company where he may be subject to retirement by rotation under the company’s constitution.	$80,000	Note(A)
Adam Lamond	Until validly terminated in accordance with the terms of the Agreement.	$486,162	Termination by Company with reason – 1 months’ notice Termination by Company without reason – 3 months’ notice (or payment of the equivalent of 5 months’ salary to dispense of the noticeperiod)

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10. REMUNERATION REPORT – Audited (continued)

Name	Term of agreement	Base salary including superannuation	Termination
Tom Lawrence	Mr Lawrence will hold office until the next annual general meeting of the Company where he may be subject to retirement by rotation under the company’s constitution.	$50,000	Note(A)
Dario Amara	Non-Executive Director letter - Mr Amara held office until the annual general meeting of the Company on 30 November 2012 where he resigned.	$50,000	Note(A)
Brian Mangano	Until validly terminated in accordance with the terms of the Agreement.	$316,825	Termination by Company with reason – 1 months’ notice Termination by Company without reason – 3 months’ notice (or payment of the equivalent of 5 months’ salary to dispense of the noticeperiod)
Brian Hill(B)	Until validly terminated in accordance with the terms of the Agreement.	$228,021	6 months’ notice
David Russell	Until validly terminated in accordance with the terms of the Agreement.	$349,600	Termination by Company with reason – 1 months’ notice Termination by Company without reason – 3 months’ notice (or payment of the equivalent of 5 months’ salary to dispense of the noticeperiod)

(A) The key management personnel are also entitled to receive on termination of employment their statutory entitlements of accrued annual and long service leave, together with any superannuation benefits.

(B) Each of these agreements provide for the provision of long-term incentives through the issue of shares under the Company’s Employee Share Plan (refer to section (h)(iv) of this remuneration report for further information).

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10. REMUNERATION REPORT – Audited (continued)

• g) Remuneration of directors and key management personnel of the group for the current and previous financial year

		Short-term employee benefits		Post-employment benefits
		Salary & fees $ Non- monetary $		Superannuation $	Total $
Managing Director
Adam Lamond (appointed	2013	416,792	-	35,217	452,009
13 October 2011)	2012	316,514	-	28,486	345,000
Non-Executive Chairman
Derek La Ferla (appointed	2013	73,395	-	6,605	80,000
2 November 2011)	2012	53,333	-	-	53,333
Non-Executive Directors
Dario Amara	2013 2012	19,113 80,045	- -	1,720 -	20,833 80,045
Tom Lawrence (appointed	2013	52,545	-	-	52,545
13 October 2011)	2012	48,339	-	-	48,339
Other Key Management
Brian Hill	2013 2012	201,381 108,568	- -	17,025 26,099	218,406 134,667
Brian Mangano (appointed	2013	267,017	-	7,009	274,026
9 July 2012)	2012	-	-	-	-
David Russell (appointed	2013	295,975	-	25,478	321,453
13 August 2012)	2012	-	-	-	-
Gene Lilly (resigned	2013	-	-	-	-
6 July 2012)	2012	172,018	-	15,482	187,500
Total	2013 2012	1,326,218 778,817	- -	93,054 70,067	1,419,272 848,884

The remuneration included in the above table is not performance related.

• h) Details of share-based compensation and bonuses

• (i) Options issued, held and transacted by directors and key management There were no options over ordinary shares granted to directors and key management person during or since the end of the reporting period. 457,144 options granted as LTIBs in previous financial years, lapsed or expired unexercised during the period.

• (ii) Shares provided on exercise of remuneration options No options were exercised during or since the end of the reporting period. 457,144 unlisted options expired or lapsed, unexercised during the reporting period.

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10. REMUNERATION REPORT – Audited (continued)

• (iii) Analysis of shares granted as compensation

On 20 July 2009 shareholders approved the implementation of the ESW Employee share plan (‘the Plan’). The purpose of the plan is to attract, motivate and retain key employees. Persons eligible to participate in the Plan are all employees of the Company and its subsidiaries specifically excluding directors (‘Participants’). Shares are provided to Participants through a trust arrangement, either by issuing new Shares, acquiring existing Shares on market or off-market. OTC ESP Pty Ltd has been appointed as a trustee to administer the Plan (‘Trustee’). OTC ESP Pty Ltd is a company controlled by Mr Tom Lawrence, director of the Company. The Trustee does not have any discretion to act otherwise than for the benefit of the Participants of the Plan and in accordance with the directions of the Board. The Trustee will acquire Shares in accordance with the Share Purchase Agreement and in accordance with the direction of the Board from time to time will allocate those shares to units (‘Share Units’) and issue those Share Units to Participants. Participants may be allocated Share Units in recognition of successful achievement of the required performance criteria and/or as part of their total ordinary remuneration. Details of vesting profiles of the Shares granted as remuneration under the Plan to each key management person are detailed below:

(iv) Analysis of shares granted as compensation

	Shares	Granted	% vested in	% forfeited in	Date which
	Number	Date	year(A)	year	grant vests
Brian Hill	48,571	15/2/2010	100%	0%	1/1/2013

(A) The % vested in the year is due to key executive and management personnel meeting their annual continued service with the Group and level of performance.

THIS CONCLUDES THE AUDITED REMUNERATION REPORT

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11. SHARES UNDER OPTION

As at 30 June 2013 there are no shares under option.

12. INDEMNIFICATION AND INSURANCE OF OFFICERS

During the financial year the Group paid insurance premiums of $46,200 (2012: $40,570) to insure the directors, secretaries and executive officers of the Group and its subsidiary companies.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the directors and officers in their capacity as directors and officers of OTOC Limited and its subsidiary companies, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Group.

The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability and legal expenses insurance contracts, as such disclosure is prohibited under the terms of the contract.

13. NON-AUDIT SERVICES

During the year KPMG, the Group’s auditor, has performed certain other services in addition to its statutory duties. The board has considered the non-audit services provided during the year by the auditor and in accordance with advice provided by the Audit Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

All non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit Committee to ensure they do not impact the integrity and objectivity of the auditor; and the nonaudit services provided do not undermine the general principals relating to the auditor independence as set out in APES110 Code of Ethics for the Professional Accountants, as they did not involve reviewing or auditing the auditors own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.

Details for the amounts paid to KPMG, the Group’s auditor, and its related practices for audit and non-audit services to the Group provided during the year are set out below.

Audit services: Audit and review of the financial reports Services other than audit services: Other assurance services Other auditors: Audit and review of the financial reports	Consolidated 2013 $000 2012 $000 160 202 26 50 - 20
	186 272

14. ENVIRONMENTAL REGULATIONS AND PERFORMANCE

It is the Group’s policy to comply with all environmental regulations applicable to it. The Company confirms, for the purposes of section 299(1)(f) of the Corporations Act 2001 that it is not aware of any breaches by the Group of any environmental regulations under the laws of the Commonwealth of Australia, or of a State of Territory of Australia.

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In the majority of the OTOC’s business situations, OTOC is not the owner or operator of plant and equipment requiring environmental licences. OTOC typically assists its clients with the management of their environmental responsibilities, rather than holding those responsibilities directly.

The Group is not aware of any breaches by OTOC of any environmental regulations under the laws of the Commonwealth of Australia, or of a State or Territory.

15. PROCEEDINGS ON BEHALF OF THE GROUP

There are no proceedings on behalf of the Group under Section 237 of the Corporations Act 2001 in the financial year or at the date of the report.

16. LEAD AUDITORS INDEPENDENCE DECLARATION

The lead auditor’s independence declaration is set out on page 72 and forms part of the directors’ report for the year ended 30 June 2013.

17. ROUNDING

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the Financial Report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated.

18. CORPORATE GOVERNANCE STATEMENT

OTOC is committed to implementing sound standards of corporate governance. In determining what those standards should involve, the Group has had regard to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2011 amendments (2nd Edition) (“ASX Recommendations”).

This corporate governance statement outlines the key principles and practices of the Company which in the terms of the Group’s Corporate Governance Charter, define the Group’s system of governance.

A copy of the Group’s Corporate Governance Charter (“Charter”) has been placed on the Group’s website in the corporate governance section, www.otoclimited.com.au.

Board Responsibilities

The Board is responsible for the overall management and strategic direction of the Company and for delivering accountable corporate performance in accordance with the Company’s goals and objectives.

To ensure that the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of directors and for the operation of the Board as well as separate committees of the board including a Nomination and Remuneration Committee and an Audit Committee.

Composition of the Board

The skills experience and expertise relevant to the position held by each director in office at the date of this report are included in the Directors Report forming part of this Annual Report. Members of the Board are appointed in the terms of the Company’s Constitution and under the guidance of the Nomination and Remuneration Committee. Although the election of Board members is substantially the province of the Shareholders in general meeting, the Company commits to the following principles:

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18. CORPORATE GOVERNANCE STATEMENT (continued)

• The Board comprise of Directors with a blend of skills, experience and attributes appropriate for the Group and its businesses; and

• The principal criterion for the appointment of new Directors is their ability to add value to the Group and its businesses.

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

Name	Term in Office
Derek La Ferla	Appointed 2 November 2011
Adam Lamond	Appointed 13 October 2011
Tom Lawrence	Appointed 13 October 2011
Dario Amara	Appointed 29 January 2008, resigned 30 November 2012

Remuneration

The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives of the Group was as follows:

• Executives receive a base salary (based on factors such as skills, experience, value to the Group and length of service), superannuation and, as appropriate, performance incentives, including by way of longer term share options and shorter term cash bonus entitlements. The Nomination and Remuneration Committee (on reference from, and in consultation with, the CEO) reviews executive packages from time to time by reference to the Group’s performance, executive performance and comparable information from industry standards.

• The maximum remuneration of non-executive directors is the subject of Shareholder resolution in accordance with the Group’s Constitution, the Corporations Act and the ASX Listing rules, as applicable. The apportionment of nonexecutive director remuneration within that maximum is made by the Board having regard to the inputs and value to the Group of the respective contributions by each non-executive director. The Board may also award additional remuneration to non-executive directors called upon to perform extra services or make special exertions on behalf of the Group.

Greater details of the remuneration arrangements for Directors and key management personnel are contained in the Remuneration Report comprised in the Directors’ Report forming part of this Annual Report.

Performance

The performance of all directors is to be reviewed annually by the Nomination and Remuneration Committee. Directors whose performance is unsatisfactory are asked to retire. No performance evaluation for the board, its committees and directors has taken place in the reporting period, performance evaluation took place post the end of the reporting period in July 2013.

Independence

The Board has considered the guidance to Principle 2 of the ASX Recommendations and in particular the relationships affecting the independent status of directors. In its assessment of independence, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when evaluating independence are whether a Director:

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18. CORPORATE GOVERNANCE STATEMENT (continued)

• is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;

• is employed, or has previously been employed in an executive capacity by the Company or another Company member, and there has not been a period of at least three years between ceasing such employment and serving on the Board;

• has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another Company member, or an employee materially associated with the service provided;

• is a material supplier or customer of the Company or other Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or

• has a material contractual relationship with the Company or another Company member other than as a Director.

The assessment of whether a Board member is independent is a matter of judgement for the Board as a whole and includes concepts of materiality. In the context of independence, materiality is considered from both a quantitative and qualitative perspective. An item is presumed to be quantitatively immaterial if it is equal to or less than 5% of an appropriate base amount. Qualitative factors considered include the nature of the relationship or contractual arrangement and factors that could materially interfere with the independent exercise of the director’s judgement. In accordance with the definition of independence above and the materiality thresholds, the following directors of OTOC are considered to be independent:

Name	Position
Derek La Ferla	Chairman
Tom Lawrence	Non-Executive Director

The Board recognises the ASX Recommendations that the majority of the Board should be comprised of independent directors and the Company complies with this recommendation. Furthermore, the Board intends to appoint additional independent non-executive directors, as appropriate, with relevant corporate and industry experience to further strengthen its Board and guide its corporate and development strategy.

Nomination and Remuneration Committee

The Board has appointed a Nomination and Remuneration Committee comprised of the following members throughout the year, with further details of their experience and qualifications and number of meetings attended contained in the Directors Report.

Name	Position
Derek La Ferla	Chairman, appointed 2 November 2011
Tom Lawrence	Non-Executive Director, appointed 13 October 2011
Dario Amara	Non-Executive Director, appointed 29 January 2008, resigned 30 November 2012

A summary of the Group’s Nomination and Remuneration Committee charter is publicly available on the Group’s website www.otoclimited.com.au.

Audit Committee

While the Board has overall responsibility for the establishment and oversight of the risk management framework, the Board has established the Audit Committee, which is responsible for approving and monitoring risk management policies. The Committee reports regularly to the Board on its activities.

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18. CORPORATE GOVERNANCE STATEMENT (continued)

The chief executive officer and the chief financial officer have provided assurance, in writing to the board, that the financial reporting risk management and associated compliance and controls have been assessed and found to be operating effectively. The operational and other risk management compliance and controls have also been assessed and found to be operating effectively.

A summary of the Group’s Audit Committee charter is publicly available on the Group’s website www.otoclimited.com.au.

The members of the Audit Committee throughout the year were as follows. Full details of the member’s qualifications and experience are in the Directors’ Report.

Name	Position
Tom Lawrence	Chairman of Committee and Non-Executive Director	of	Company,
	appointed 13 October 2011
Derek La Ferla	Chairman of Company, appointed 2 November 2011
Dario Amara	Non-Executive Director, appointed 29 January 2008, resigned 30	November 2012

Ethical standards

All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Group. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment.

Conflict of interest

Directors must keep the board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Group. The board has developed procedures to assist directors to disclose potential conflicts of interest.

Where the board believes that a significant conflict exists for a director on a board matter, the director concerned does not receive the relevant board papers and is not present at the meeting whilst the item is considered. Each director is required by the Company to declare on an annual basis the details of any financial or other relevant interest they may have in the Company. There are procedures in place, to enable directors in furtherance of their duties to seek independent professional advice at the Company’s expense. Details of director related entity transactions with the Group are set out in note 25 to the consolidated financial statements.

Code of conduct

The Group has developed a code of conduct which states the Group’s and its employees’ commitment to the conduct of its business with employees, customers, funders, retailers and other external parties.

The code is directed at maintaining high ethical standards and integrity. Employees are expected to adhere to the Group’s policies, perform their duties diligently, properly use Group resources, protect confidential information and avoid conflicts of interest.

The Code is acknowledged by all employees and is publicly available on the Group’s website www.otoclimited.com.au.

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18. CORPORATE GOVERNANCE STATEMENT (continued)

Communication with shareholders

The board provides shareholders with information using a comprehensive Release of Price Sensitive Information Policy which includes identifying matters that may have a material effect on the price of the Group’s securities, notifying them to the ASX, posting them on the Group’s website, and issuing media releases. More details of the policy are available on the Group’s website www.otoclimited.com.au.

Diversity

The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. Accordingly, the Company has developed a diversity policy adopted by the current board in September 2012 which is available on the company’s website www.otoclimited.com.au. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background.

The diversity policy outlines requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives over time as director and senior management positions become vacant and appropriately qualified candidates become available.

Trading in securities by directors and employees

The Group’s Policy on Trading of Company’s Shares explains and reinforces the Corporations Act 2001 requirements relating to insider trading.

The policy applies to all directors, officers, key management personnel and employees of the Group, and their associates and closely related parties (“Relevant Persons”).

The policy is compliant with the ASX Listing Rules and expressly prohibits Relevant Persons buying or selling OTOC securities where the Relevant Person or OTOC is in possession of price sensitive or ‘inside’ information and in any event without the prior approval of the Chairman or CEO. More details of the policy are available on the Group’s website www.otoclimited.com.au.

The table below summarises the Company’s compliance with the ASX Recommendations:

	PRINCIPLES AND RECOMMENDATIONS	COMPLY	COMMENT
1.	Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	Yes	The functions and responsibilities of the Board compared with those delegated to management are reflective of the ASX Recommendations. The roles and responsibilities of the board are formalised in the Company’s Board Charter available on the Company’s website atwww.otoclimited.com.au.

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1.2	Companies should disclose the process for evaluating the performance of senior executives.	Yes	The Nomination and Remuneration Committee is charged in the terms of the Charter with periodic review of the job description and performance of the CEO according to agreed performance parameters. The Nomination and Remuneration Committee conducts periodic reviews of the performance of the CEO with oversight reviews of the senior executives reporting directly to the CEO. No performance evaluation of senior executives has takenplace duringtheperiod.
1.3	Companies should provide the information indicated in the Guide to reporting on Principle 1.	Yes	The information is included within this Corporate Governance Statement.
2.	Structure the board to add value
2.1	A majority of the board should be independent directors.	Yes	The Board respects independence of thought and decision making as critical to effective governance, and at the date of this report, the majorityof the board are independent.
2.2	The chair should be an independent director.	Yes	Chairman, Derek La Ferla, is independent.
2.3	The roles of chair and chief executive officer should not be exercised by the same individual.	Yes	The roles of the Chairperson and the Chief Executive Officer are not exercised by the same individual.
2.4	The board should establish a nomination committee which:  consists only of majority independent directors  is chaired by an independent chair  has at least three members	Partly	The Board consists of a total of three directors, one of whom is the CEO, therefore the Nomination and Remuneration Committee comprises only of two members, both of whom are independent directors and chaired byindependent director, Derek La Ferla.
2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	Yes	The Nomination and Remuneration Committee is charged in the terms of the Charter with board and board committee membership, succession planning and performance evaluation, as well as board member induction, education and development. The Group has adopted policies and procedures in the Charter concerning the evaluation and development of its directors, executives and Board committee. Procedures include an induction protocol and a performance management system for the Board and its directors. Each Board committee also formally reports to the Board annually on its operations in the context of its remit.

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2.6	Companies should provide the information indicated in the Guide to reporting on Principle 2.	Yes	The information is included within this Corporate Governance Statement.
3.	Promote ethical and responsible decision- making
3.1	Companies should establish a code of conduct and disclose the code or a summary of the code as to:  the practices necessary to maintain confidence in the company’s integrity  the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders  the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	Yes	The Company has adopted a Group Code of Conduct, which can be accessed at the Company’s website. The Board understands the obligations for ethical and responsible decision making. All Directors and Officers are expected to: a) comply with the law; b) act in the best interests of the Company; c) be responsible and accountable for their actions; and d) observe the ethical principles of honesty and fairness, including prompt disclosure ofpotential conflicts.
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measureable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achievingthem.	Yes	OTOC is an equal opportunity employer and welcomes people from different backgrounds. Full details of the Company’s Diversity Policy can be found on the Company website.
3.3	Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress in achieving them.	No	The Company is currently not of a size that justifies the establishment of measurable diversity objectives. The Board will seek to develop a reporting framework in the future to report the Company’s progress against the objectives and strategies for achieving a diverse workplace which can be used as a guide to be used by the Company to identify new directors, senior executives and employees.
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.	Yes	The proportion of women employees in the whole organisation is 16%. An executive office holding below the Board level, this being the position of Company Secretary; is held bya female.
3.5	Companies should provide the information indicated in the Guide to reporting on Principle 3.	Yes	The information is included within this Corporate Governance Statement and the Code of Conduct and Diversity Policy can be found at the Company’s website.

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4.	Safeguard integrityin financial reporting
4.1	The board should establish an audit committee.	Yes	The Board has established a combined Audit and Risk Management Committee.
4.2	The audit committee should be structured so that it:  consists only of non-executive directors  consists of a majority of independent directors  is chaired by an independent chair, who is not chair of the board  has at least three members.	Partly	The Board consists of a total of three directors, one of whom is the CEO, therefore the committee is comprised of only two non- executive directors, both of whom are independent and is chaired by independent director, Tom Lawrence who is not chair of the board.
4.3	The audit committee should have a formal charter.	Yes	The charter is available on the Company’s website.
4.4	Companies should provide the information indicated in the Guide to reporting on Principle 4.	Yes	The information is included within this Corporate Governance Statement and in the Directors’ Report contained in this Annual Report.
5.	Make timelyand balanced disclosure
5.1	Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summaryof thosepolicies.	Yes	The Group has established a Release of Price Sensitive Information Policy designed to ensure compliance with ASX listing rule disclosure requirements and to ensure accountability at senior executive level for the compliance.
5.2	Companies should provide the information indicated in Guide to Reporting on Principle 5.	Yes	The information is included within this Corporate Governance Statement.
6.	Respect the rights of shareholders
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.	Yes	Pursuant to ASX Recommendation Principle 6, the Company’s objective is to ensure effective communication with its shareholders at all times. The Company has adopted a Release of Price Sensitive Information Policy which can be accessed at the Company’s website.
6.2	Companies should provide the information indicated in the Guide to reporting on Principle 6.	Yes	The Company’s website has a dedicated ASX Announcements section which publishes all important Company information and relevant announcements made to the market. The Company has provided all further information in section 6.1 above.
7.	Recognise and manage risk
7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of thosepolicies.	Yes	Details of the Group’s policy on these matters is set out in the Risk Management Policy in the Charter which is publicly available on the Group’s website.

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7.2	The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	No	The Board has not received reports from management as to the effectiveness of the Company’s management of its material business risks.
7.3	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reportingrisks.	Yes	The Board has received assurance from the Chief Financial Officer (or equivalent) in accordance with section 295A of the Corporations Act.
7.4	Companies should provide the information indicated in Guide to Reporting on Principle 7.	Yes	The information is included within this Corporate Governance Statement.
8.	Remunerate fairlyand responsibly
8.1	The board should establish a remuneration committee.	Yes	The Board has established a Nomination and Remuneration Committee.
8.2	The remuneration committee should be structured so that it:  consists of a majority of independent directors  is chaired by an independent director  has at least three members	Partly	The Board consists of a total of three directors, one of whom is the CEO, therefore the committee consists of only two non- executive directors, both of whom are independent directors.
8.3	Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	Yes	The structure of non-executive remuneration is clearly distinguishable from that of executive directors and senior executives.
8.4	Companies should provide the information indicated in the Guide to reporting on Principle 8.	Yes	The information is included within this Corporate Governance Statement and in the Directors Report contained in this Annual Report.

THIS CONCLUDES THE CORPORATE GOVERNANCE STATEMENT

Signed in accordance with a resolution of the directors. Tom Lawrence Director Perth, 26 September 2013

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Note Revenue 9 Expenses 10 Results from operating activities Financial income 11 Finance costs 11 Net finance (costs)/income Profit before income tax Income tax expense 12 Profit from continuing operations Discontinued operation Loss from discontinued operation 8 Profit for the year Total comprehensive income for the year Earnings per share Basic earnings per share (cents per share) 23 Diluted earnings per share (cents per share) 23	2013 2012 $000’s $000’s 113,934 152,177 (106,237) (144,934)
	7,697 7,243 - 3,443 (1,120) (1,645)
	(1,120) 1,798
	6,577 9,041 (1,369) (2,828)
	5,208 6,213
	(636) (678)
	4,572 5,535
	4,572 5,535
	2.5 4.2 2.4 3.4

The accompanying notes form an integral part of these consolidated financial statements.

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Note Assets Current assets Cash and cash equivalents 13 Investments Trade and other receivables 14 Work in progress 15 Other current assets Asset held for sale Total current assets Non-current assets Plant and equipment 16 Investments Other non-current assets Intangible assets 17 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 18 Loans and borrowings 19 Employee benefits 20 Financial liability 29 Liabilities held for sale Total current liabilities Non-current liabilities Loans and borrowings 19 Deferred tax liability 12 Employee benefits 20 Total non-current liabilities Total liabilities Net assets Equity Share capital 21 Retained earnings Total equity	2013 2012 $000’s $000’s 3,926 3,962 402 - 17,808 13,429 17,091 25,226 1,382 630 - 887
	40,609 44,134
	14,604 10,418 80 80 - 116 933 1,052
	15,617 11,666
	56,226 55,800
	19,766 22,711 3,618 6,522 2,304 3,454 - 4,600 - 183
	25,688 37,470
	5,106 3,429 3,238 1,811 187 255
	8,531 5,495
	34,219 42,965
	22,007 12,835
	9,188 4,588 12,819 8,247
	22,007 12,835

The accompanying notes form an integral part of these consolidated financial statements.

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Note Balance at 1 July 2012 Total comprehensive income for the year Profit for the year Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity issued net of transaction costs 29 Total contributions by and distributions to owners Total transactions with owners Balance at 30 June 2013 Balance at 1 July 2011 Total comprehensive income for the year Profit for the year Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity issued net of transaction costs Dividends declared Adjustment on reverse acquisition Total contributions by and distributions to owners Total transactions with owners Balance at 30 June 2012	Share capital $000’s 4,588 -	Retained earnings Total equity $000’s $000’s 8,247 12,835 4,572 4,572
	-	4,572 4,572
	4,600	- 4,600
	4,600	- 4,600
	4,600	- 4,600
	9,188	12,819 22,007
	Share capital $000’s 1,975 -	Retained earnings Total equity $000’s $000’s 3,580 5,555 5,535 5,535
	-	5,535 5,535
	1,316	- 1,316
	-	(950) (950)
	1,297	82 1,379
	2,613	(868) 1,745
	2,613	(868) 1,745
	4,588	8,247 12,835

The accompanying notes form an integral part of these consolidated financial statements.

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Note Cash flow from operating activities Receipts from customers Payments to suppliers and employees Income tax (refund)/paid Interest paid 11 Interest received 11 Net cash from operating activities 13 Cash Flows from investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Proceeds from sale of Emerson Stewart business segment 8 Purchase of investment Cash acquired on acquisition of subsidiary 6(a)(ii) Acquisition of subsidiary 6(a)(ii) Net cash used in investing activities Cash flow from financing activities Loans from related parties Repayment of borrowings Proceeds from borrowings Net cash (used in)/from financing activities Net (decrease)/increase in cash held Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June 13	2013 2012 $000’s $000’s 127,952 155,014 (119,017) (148,043) 58 (4,481) (1,120) (1,645) - 43
	7,873 888
	323 499 (7,573) (5,609) 970 - (402) - - 6,808 - (5,280)
	(6,682) (3,582)
	(1,381) 2,739 (1,686) (2,226) 1,840 4,049
	(1,227) 4,562
	(36) 1,868 3,962 2,094
	3,926 3,962

The accompanying notes form an integral part of these consolidated financial statements.

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Note 1: Reporting entity

OTOC Limited (the “Company”) is a for-profit company domiciled in Australia. The consolidated financial report of the Company as at and for the year ended 30 June 2013 comprises the Company and its subsidiaries (together referred to as the “Group”). The consolidated annual financial report of the Group as at and for the year ended 30 June 2013 is available upon request from the Company’s registered office at Level 12, 3 Hasler Road WA 6017. The Group primarily is involved in providing resources and infrastructure services.

Note 2: Basis of preparation

(a) Statement of compliance

The consolidated financial statements are general purpose financial statements and have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB).

This consolidated annual financial report was approved by the Board of Directors on 26 September 2013.

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated.

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

• financial instruments at fair value through profit or loss are measured at fair value; and

• liabilities for cash-settled share-based payment arrangements are measured at fair value.

(c) Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRSs require management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

Critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements relate to contract revenue and contract work in progress.

Revenue from construction contracts is recognised using the percentage of completion method. Judgement is exercised in determining the stage of completion of the contract and in reliably estimating the total contract revenue and contract costs to completion. The stage of contract completion is generally measured by reference to physical completion. An assessment of total labour hours and other costs incurred to date as a percentage of estimated total costs for each contract is used if it is an appropriate proxy for physical completion. Task lists and milestones are also used to calculate or confirm the percentage of completion if appropriate.

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Note 2: Basis of preparation (continued)

• (c) Use of estimates and judgements (continued)

The key judgement in determining revenue from construction contracts is estimating the unapproved variations and claims to be included in project forecast revenue. The Company uses its best estimate and its expertise to determine the value included supported by qualified external experts where necessary. The outcome of the events which are the subject of these judgements are by nature uncertain such that final positions resolved with clients can differ materially from original estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period which the estimates are revised and in any future periods affected.

Note 3: Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

(a) Reverse acquisition accounting

On 13 October 2011, Emerson Stewart Group Limited, subsequently renamed OTOC Limited (“OTOC”) completed an acquisition of OTOC Group Pty Ltd (OGPL). In accordance with the accounting standards, this acquisition has been treated as a reverse acquisition business combination for accounting purposes. In applying the requirements of AASB 3 Business Combinations to the Group:

• a) OTOC Limited remains the legal parent of the Group; and

• b) OGPL is deemed to be the accounting acquirer.

The consolidated financial information incorporated the assets and liabilities of all the entities deemed to be acquired by OGPL, and the results from those entities from the date those entities are deemed to be acquired by OGPL. The assets and liabilities of OTOC were recorded at fair value while the assets and liabilities of OGPL were maintained at book value.

As the transaction occurred mid-month the results of OTOC have been consolidated effective 1 October 2011. The impacts of all transactions between the entities in the Group were eliminated in full. The impact on equity of treating the formation of the Group as a reverse acquisition is discussed in more detail in note 6.

AASB 3 Business Combinations requires that consolidated financial statements prepared following a reverse acquisition be issued under the name of the legal parent (OTOC), but be a continuation of the financial statements of the legal subsidiary (OGPL – the acquirer for accounting purposes). The impact of applying AASB 3 on each of the primary financial statements comparatives is as follows:

(i) Statement of financial position

The consolidated financial position as at 30 June 2012 and 2013 represents the combined position of all entities comprised within the Group.

OTOC LIMITED 31

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Note 3: Significant accounting policies (continued)

(a) Reverse acquisition accounting (continued)

(ii) Statement of comprehensive income

The consolidated statement of comprehensive income for the year ending 30 June 2013 represents all entities comprised within the Group. The consolidated statement of comprehensive income for the year ending 30 June 2012 includes the results of OGPL for the full year and OTOC from the date of acquisition (1 October 2011) to 30 June 2012.

(iii) Statement of changes in equity

The consolidated statement of changes in equity for the period ending 30 June 2013 represents all entities comprised within the Group.

The 2012 opening retained earnings balances and other equity balances recognised are those of OGPL before the business combination.

The comprehensive income for the year ended 30 June 2013 represents the Combined position for the Group and for the period ended 30 June 2012 includes the results of OGPL for the year to 30 June 2012, and the results of OTOC from the date of acquisition (1 October 2011) to 30 June 2012.

(b) Basis of consolidation

(i) Statement of cash flows

The statement of cash flows for the period to 30 June 2013 comprises the cash flows of the Group. Cash flows for the period to 30 June 2012 includes those of OGPL for the year to 30 June 2012, and those of OTOC from the date of acquisition (1 October 2011) to 30 June 2012.

(ii) Business combinations

The Group has adopted revised AASB 3 Business Combinations (2008) and amended AASB 127 Consolidated and Separate Financial Statements (2008) for business combinations occurring in the financial year starting 1 July 2009. All business combinations occurring on or after 1 July 2009 are accounted for by applying the acquisition method.

For every business combination, the Group identifies the acquirer, which is the combining entity that obtains control of the other combining entities or businesses.

Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are exposed as incurred.

The Group measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.

OTOC LIMITED 32

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Note 3: Significant accounting policies (continued)

(b) Basis of consolidation (continued)

(ii) Business combinations (continued)

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payments awards of the acquiree that are replaced mandatorily in the business combination. If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration transferred and recognised in other expenses.

(iii) Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

(iv) Transactions eliminated on consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

(c) Financial instruments

(i) Non-derivative financial assets

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets: loans and receivables.

OTOC LIMITED 33

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Note 3: Significant accounting policies (continued)

(c) Financial instruments (continued)

(i) Non-derivative financial assets (continued)

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise trade and other receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(ii) Non-derivative financial liabilities

The Group initially recognises financial liabilities (including liabilities designated at fair value through profit or loss) on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial liabilities: loans and borrowings, bank overdrafts, performance shares and trade and other payables. Performance shares are classified at fair value through profit or loss.

Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at fair value for performance shares, and amortised cost using the effective interest rate method for all others.

(iii) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. Dividends on ordinary shares are recognised as a liability in the period in which they are declared.

OTOC LIMITED 34

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Note 3: Significant accounting policies (continued)

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised in profit or loss.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is recognised in profit or loss on either a straight-line or diminishing value basis over the estimated useful lives of each part of an item of property, plant and equipment. Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use.

The depreciation rates for the current and comparative periods are as follows:

 Plant and equipment 2% - 80%  Motor vehicles 10% - 25%

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

(e) Intangible assets and goodwill

(i) Goodwill

Goodwill (negative goodwill) arises on the acquisition of subsidiaries, associates and jointly controlled entities.

Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative (negative goodwill), it is recognised immediately in profit or loss.

OTOC LIMITED 35

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Note 3: Significant accounting policies (continued)

• (e) Intangible assets and goodwill (continued)

(i) Goodwill (continued)

Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses (see note 3(f)(ii)). In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity-accounted investee as a whole.

(ii) Other intangible assets

Other intangible assets including customer relationships that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.

(iii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

• (iv) Amortisation

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:

 Customer relationships 5 years

(f) Impairment

(i) Non-derivative financial assets (including receivables)

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a security.

The Group considers evidence of impairment for receivables and are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics.

In assessing collective impairment the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

OTOC LIMITED 36

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Note 3: Significant accounting policies (continued)

(f) Impairment (continued)

(i) Non-derivative financial assets (including receivables) (continued)

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in profit or loss.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

OTOC LIMITED 37

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Note 3: Significant accounting policies (continued)

(g) Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter, generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and employee benefit assets, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale and subsequent gains of losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated.

(h) Employee benefits

(i) Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on-costs.

(ii) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(iii) Share-based payment transactions

The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share options for which the related service and non-market vesting conditions are met.

(i) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

OTOC LIMITED 38

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Note 3: Significant accounting policies (continued)

(j) Revenue

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers. Construction contract revenue is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.

Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue is recognised in profit or loss in proportion to the stage of completion of the contract. Contract expenses are recognised as incurred unless they create an asset related to future contract activity.

(k) Work in progress

Work in progress represents the gross unbilled amount expected from customers for contract work performed to date. It is measured at cost plus profit recognised to date less progress billings and recognised losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group's contract activities based on normal operating capacity.

(l) Leased assets

(i) Lease payments

Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

(ii) Lease classification

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases and the leased assets are not recognised in the Group's statement of financial position. Investment property held under an operating lease is recognised on the Group's statement of financial position at its fair value.

OTOC LIMITED 39

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Note 3: Significant accounting policies (continued)

(m) Finance income and expense

Finance income comprises interest income on funds invested and fair value gains on remeasurement to fair value of financial liabilities. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Finance expenses comprise interest expense on borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit and loss using the effective interest method.

(n) Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(i) Tax consolidation

The Group and its wholly-owned entities are part of a tax-consolidated group. As a consequence, all members of the tax-consolidated group are taxed as a single entity from that date. The head entity within the tax-consolidated group is OTOC Limited.

The Group recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised.

Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only.

OTOC LIMITED 40

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Note 3: Significant accounting policies (continued)

(n) Income tax (continued)

(ii) Nature of tax funding arrangements and tax sharing arrangements

The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. The head entity in conjunction with other members of the tax-consolidated group has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.

(o) Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(p) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

Following the reverse acquisition, earnings per share have been calculated in accordance with the specific guidance provided in AASB 3 Business Combination.

(q) Segment reporting

Determination and presentation of operating segments

The Group determines and presents operating segments based on the information that internally is provided to the CEO, who is the Group's chief operating decision maker. Comparative segment information has been re-presented in conformity with the transitional requirements of such standard. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are regularly reviewed by the Group's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

OTOC LIMITED 41

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Note 3: Significant accounting policies (continued)

(q) Segment reporting (continued)

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Group's headquarters), head office expenses, and income tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets other than goodwill.

(r) Prior year comparatives

Comparative information has been re-presented so it also is in conformity with the current year classification.

Note 4: New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations were effective for annual periods beginning after 1 July 2013, and have not been applied in preparing these consolidated financial statements. None of these are expected to have a significant effect on the consolidated financial statements of the Group.

Note 5: Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(i) Property, plant and equipment

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items.

(ii) Intangible assets

The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.

(iii) Trade and other receivables

The fair value of trade and other receivables, excluding construction work in progress, but including service concession receivables, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

OTOC LIMITED 42

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Note 5: Determination of fair values (continued)

(iv) Share-based payment transactions

The fair value of employee stock options is measured using a binomial lattice model. The fair value of share appreciation rights is measured using the Black-Scholes and Monte Carlo formula.

Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

Note 6: Business combination

a) Acquisition of OGPL by OTOC

On 23 September 2011 the acquisition of OGPL by OTOC was approved by shareholders at an Extraordinary General Meeting, with the acquisition taking place on 13 October 2011 (effective date 1 October 2011).

(i) Accounting and disclosure implication of the acquisition

Under the accounting standards, the acquisition of OGPL by OTOC was accounted for as a business combination. Given the Board and Management composition, equity holding of the respective parties as well as other factors, the transaction was deemed to be a reverse acquisition for accounting purposes. As such, OGPL is deemed to be the accounting acquirer, while OTOC remains the legal parent. Refer to note 3(a) for the implications of this reverse acquisition.

Under the accounting guidance, the consideration that OGPL is deemed to have paid for OTOC is the fair value of OTOC’s equity at the date of acquisition, which was $14.5 million. This value was allocated to the fair value of the assets and liabilities acquired. Under the terms of the acquisition, an additional 20 million performance shares were to be issued to the existing OGPL vendors should the earnings before interest and tax (“EBIT”) of OGPL be greater than $5.5 million for the year to 30 June 2012, with an additional 5 shares issued for every dollar of EBIT over this (capped to a maximum of 40 million shares). At the time of this acquisition, the board had determined that OGPL is likely to meet the full $6.5 million target. As such, these shares were included in the calculation of the consideration paid, and recorded as a financial liability on the date of acquisition (see note 29). These shares were subsequently issued on 28 September 2012

(ii) Summary of acquisition

The details of consideration and the fair value of the identifiable assets acquired at 1 October 2011 were as follows:

Consideration Less: Fair value of identifiable net assets acquired Goodwill	$000’s 14,577 (14,577)
	-

The fair value of the ordinary shares acquired was based on the listed share price of OTOC at 13 October 2011 of $0.20 per share plus $7,180,000 in cash raised through a share placement. Payments to OTOC Group Pty Ltd shareholders on acquisition were $5,280,000.

OTOC LIMITED 43

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Note 6: Business combination (continued)

(a) Acquisition of OGPL by OTOC (continued)

(ii) Summary of acquisition (continued)

The fair values of the net assets acquired by OGPL at 1 October 2011 were as follows:

Cash (a) Receivables/work in progress Other current assets Property plant and equipment Intangible assets Other non-current assets Trade & other payables Employee benefits Loans and borrowings Net fair value of identifiable net assets acquired	$000’s 6,808 9,881 769 4,080 1,380 636 (4,108) (2,148) (2,721)
	14,577

• (a) Cash includes Emerson Stewart Group cash balance of $308,000 plus $7,180,000 share placement receipts less $680,000 non-cash share transaction costs.

Note 7: Operating segments

The Group has three reportable segments being managed separately by the service provided. Internal management reports on the performance of these reportable segments are reviewed monthly by the Chief Executive Officer who is the Chief Operating Decision maker (CODM) of the Group. The following summary describes the operations in each of the Group’s reportable segments:

• OTOC Operations (“OTOC”) – provides turnkey camp/village installations to the Western Australian resources and infrastructure sector.

• Whelans Consulting Operations (“Whelans”) – provides surveying, mapping and town planning services throughout Western Australian.

• Emerson Stewart Consulting Operations - provides environmental, engineering, project delivery and specialist consulting services to blue chip clients across the resources, infrastructure and energy sectors. On 5 September 2012 the Directors sold this business unit and disclosed it as a discontinued operation.

Information regarding the results of each reportable segment is detailed below. Comparative segment information has been presented in conformity with the requirement of IFRS 8 Operating Segments.

OTOC LIMITED 44

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Note 7: Operating segments (continued)

Information about reportable segments

	OTOC Operations	OTOC Operations	Whelans	Whelans	Corporate	Corporate	Discontinued Operations	Discontinued Operations	Total
	2013	2012	2013	2012	2013	2012	2013	2012	2013	2012
	$000’s	$000’s	$000’s	$000’s	$000’s	$000’s	$000’s	$000’s	$000’s	$000’s
External	84,755	133,460	30,001	19,841	-	-	1,070	5,317	115,826	158,618
revenues
Inter-segment	-	-	822	1,124	-	-	-	-	822	1,124
revenues
Depreciation	1,913	1,346	1,336	836	-	-	-	202	3,249	2,384
and
amortisation
Reportable	6,519	6,751	2,894	1,669	(1,716)	(1,177)	(578)	(548)	7,119	6,695
segment profit
before finance
costs and
income taxes
Reportable	38,368	38,359	17,589	14,876	269	230	-	2,335	56,226	55,800
segment
assets
Reportable	23,529	28,706	9,678	5,407	1,012	7,969	-	883	34,219	42,965
segment
liabilities

Revenue from three major customers of the Group, individually representing more than 10% of total Group revenue, represented approximately $76 million during year ending 30 June 2013 (2012: $89 million).

Reconciliations of reportable segment revenues, profit or loss, assets and liabilities

Revenues Total revenue for reportable segments Elimination of discontinued operations Elimination of inter-segment revenue Consolidated revenue Profit or loss Total profit or loss for reportable segments before finance costs and taxes Loss from discontinued operations (before finance costs and taxes) Net finance (expense)/ income Consolidated profit before income taxes	2013 $000’s 2012 $000’s 115,826 158,618 (1,070) (5,317) (822) (1,124)
	113,934 152,177
	7,119 6,695 578 548 (1,120) 1,798
	6,577 9,041

OTOC LIMITED 45

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Note 8: Discontinued operation

In September 2012 the Group sold the Emerson Stewart Business segment. The segment was classified as held for sale and its results are presented as loss from discontinued operations as at 30 June 2013 and 30 June 2012.

Results of discontinued operations Revenue Expenses Results from operating activities Income tax benefit Results from operating activities, net of tax Gain on sale of discontinued operation Income tax on gain on sale of discontinued operation (Loss) for the year Basic earnings (loss) per share Diluted earnings (loss) per share	2013 $000’s 2012 $000’s 1,070 5,317 (1,948) (5,865)
	(878) (548) 32 (130)
	(846) (678) 300 - (90) -
	(636) (678)
	(0.3) (0.5)
	(0.3) (0.5)

On 3 July 2012, OTOC Limited announced that it had entered into an Asset Sale and Purchase Deed for sale of Emerson Stewart Operations. In the Directors’ opinion the division was considered to be non-core to the strategic future of the Group. Proceeds from the transaction were $970,000 which have been used as working capital to support the growth of the Group’s core businesses. The sale was completed on 5 September 2012.

Note 9: Revenue

Note 10: Expenses Whelans rendering of services OTOC rendering of services Labour Materials Depreciation and amortisation Administration expenses and other overheads Other	2013 $000’s 2012 $000’s 29,179 18,717 84,755 133,460
	113,934 152,177
	2013 $000’s 2012 $000’s 58,903 82,739 20,158 27,835 3,249 2,384 14,616 12,777 9,311 19,199
	106,237 144,934

Contributions to defined contribution funds amounted to $1,720,610 during the year ended 30 June 2013 (2012: $2,047,375).

OTOC LIMITED 46

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Note 11: Finance income and expense

2013 $000’s 2012 $000’s Bank interest - 43 Fair value gain on contingent consideration (note 29) - 3,400 Finance income - 3,443 Interest expense (1,120) (1,645) Finance expense (1,120) (1,645) Net financial ((expense)/income recognised in profit or loss (1,120) 1,798 Note 12: Income tax expenses Current tax expense Tax recognised in profit or loss 2013 $000’s 2012 $000’s Current tax - - Deferred tax 1,427 2,698 Adjustment for prior periods (26) - Income tax (benefit)/expense relating to discontinued operation (32) 130 Income tax expense reported in the income statement 1,369 2,828 The prima facie tax on the result from ordinary activities before income tax is reconciled to the income tax as follows: Reconciliation of effective tax rate Profit before income tax 6,577 9,041 Income tax at 30% (2012: 30%) 1,973 2,712 Add (less) tax effect of: Other non-allowable/ assessable items (175) 116 Research and development benefit (429) - Income tax expense attributable to the Group 1,369 2,828		2013 $000’s 2012 $000’s - 43 - 3,400
		- 3,443 (1,120) (1,645)
		(1,120) (1,645)
		(1,120) 1,798
		2013 $000’s 2012 $000’s - - 1,427 2,698 (26) - (32) 130
		1,369 2,828
	1,369 2,828

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Note 12: Income tax expenses (continued)

Deferred Tax Assets/Liabilities

Deferred Tax Assets/Liabilities
(a) Deferred tax liability	Assets		Liabilities		Net
	2013	2012	2013	2012	2013	2012
	$000’s	$000’s	$000’s	$000’s	$000’s	$000’s
Work in Progress	-	-	(5,127)	(7,454)	(5,127)	(7,454)
Plant & Equipment	-	-	(84)	(211)	(84)	(211)
Employee Benefits	846	1,125	-	-	846	1,125
Provisions	138	64	-	-	138	64
Carried forward unused tax losses*	809	4,324	-	-	809	4,324
Other	180	341	-	-	180	341
Tax assets/ (liabilities)	1,973	5,854	(5,211)	(7,665)	(3,238)	(1,811)
(b) Movement in deferred tax balances					2013	2012
					$000’s	$000’s
Opening Balance					(1,811)	109
Subsidiaries opening balances					-	634
Not brought to account					-	122
Charge to profit or loss					(1,427)	(2,676)
Closing deferred tax asset/(liability)					(3,238)	(1,811)

*Carried forward tax losses of $809,000 (at 30% tax rate) have been recognized as a deferred tax asset as management believe it is probable that future taxable profits will be available to utilize the benefits there from.

Note 13: Cash and cash equivalents

Cash at bank and in hand Cash and cash equivalents in the statement of cash flows	2013 $000’s 2012 $000’s 3,926 3,962
	3,926 3,962

The Group’s exposure to interest rate risk and a sensitivity analysis for the financial assets and liabilities disclosed in note 28.

OTOC LIMITED 48

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Note 13: Cash and cash equivalents (continued)

Reconciliation of cash flow from operations with profit after income tax

Reconciliation of cash flow from operations with profit after income tax
Cash flows from operating activities Profit after income tax Non-cash flows in profit Gain on revaluation of finance liability (Note 29) Gain on sale of Emerson Stewart business segment Depreciation (Note 16) Amortisation on intangible assets (Note 17) Other Income tax expense (Note 12) Change in trade and other debtors Change in other assets Change in work in progress Change in assets held for sale Change in intangible assets Change in trade creditors Change in provisions and employee benefits Change in tax movement Net cash provided by operating activities	2013 $000’s 2012 $000’s 4,572 5,535 - (3,400) (266) - 3,130 2,384 119 - (66) 82 1,369 2,828
	8,858 7,429 (4,379) 9,303 (636) 1,222 8,135 (21,684) - (887) - 328 (2,945) 9,905 (1,218) (247) 58 (4,481)
	7,873 888

OTOC LIMITED 49

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Note 14: Trade and other receivables

Trade receivables Other receivables	2013 $000’s 2012 $000’s 17,683 12,701 125 728
	17,808 13,429

At 30 June 2013 trade receivables include retentions of $911,000 (2012: $53,000) related to construction contracts in progress. The Group’s exposure to credit and currency risk is disclosed in note 28.

Note 15: Work in progress

Work in progress Note 16: Plant and equipment Land and buildings Less: accumulated depreciation Plant and equipment Less: accumulated depreciation Motor vehicles, at cost Less: accumulated depreciation Leased motor vehicles Less: accumulated depreciation Total written down value	2013 $000’s 2012 $000’s 17,091 25,226
	17,091 25,226
	2013 $000’s 2012 $000’s 627 - (76) -
	551 -
	17,011 11,512 (6,360) (4,310)
	10,651 7,202
	5,459 4,481 (2,102) (1,342)
	3,357 3,139
	116 149 (71) (72)
	45 77
	14,604 10,418

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Note 16: Plant and equipment (continued)

Reconciliations of the carrying amounts of each class of plant and equipment at the beginning and end of the current financial year are set out below.

2013 Carrying amount at 1 July 2012 Additions at cost Disposals at carrying value Depreciation / amortisation Carrying amount at 30 June 2013	Land & Buildings $000’s Leased Plant & Equipment $000’s Motor Vehicles $000’s Leased Motor Vehicles $000’s Total $000’s - 7,202 3,139 77 10,418 627 5,565 1,381 - 7,573 - (10) (231) (16) (257) (76) (2,106) (932) (16) (3,130)
	551 10,651 3,357 45 14,604

Reconciliations of the carrying amounts of each class of plant and equipment at the beginning and end of the comparative financial year are set out below.

2012 Carrying amount at 1 July 2011 Additions through business acquisition Additions at cost Disposals at carrying value Transfers between classes at carrying value Depreciation / amortisation Carrying amount at 30 June 2012	Leased Plant & Equipment $000’s Plant & Equipment $000’s Leased Motor Vehicles $000’s Motor Vehicles $000’s Total $000’s 3,106 - 506 - 3,612 3,144 936 4,080 2,993 86 2,314 216 5,609 (379) - (120) - (499) 86 (86) 91 (91) - (1,748) - (588) (48) (2,384)
	7,202 - 3,139 77 10,418

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Note 17: Intangible assets

2013 Carrying value 1 July 2011 Acquisitions through business combination Amortisation Carrying value 1 July 2012 Amortisation Net carrying value at 30 June 2013	Goodwill Customer Relationships Software Total $000’s $000’s $000’s $000’s - - - - 761 379 240 1,380 - (88) (240) (328)
	761 291 - 1,052 - (119) - (119)
	761 172 - 933

The $761,000 of goodwill acquired in the prior year was allocated to the Whelans business unit.

Note 18: Trade and other payables

Trade and other payables	2013 2012 $000’s $000’s 19,766 22,711
	19,766 22,711

The Group’s exposure to liquidity risk related to trade and other payables is disclosed in note 28.

Note 19: Loans and borrowings

This note provides information about the contractual terms of the Group’s interest bearing loans and borrowings which are measured at amortised cost.

Current liabilities Bank loan Hire purchase liabilities Insurance premium funding loans Loans from related parties (note 25) Non-current liabilities Hire purchase liabilities	2013 2012 $000’s $000’s - 650 1,828 2,798 432 335 1,358 2,739
	3,618 6,522
	5,106 3,429
	5,106 3,429

OTOC LIMITED 52

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Note 19: Loans and borrowings (continued)

Terms and debt repayment schedule

Terms and conditions of outstanding loans were as follows:

Nominal interest rate % Year of maturity Bank loan 6.8 - 7.3 2012 Hire purchase liabilities 5.97 - 8.95 2012 - 2016 Insurance premium funding loans 8.3 2012 - 2013 Loans from related parties 12.0 2012 - 2013	2013 2012 $000’s $000’s Face value Carrying amount Face value Carrying amount - - 650 650 5,743 6,934 5,709 6,227 432 432 335 335 1,358 1,358 2,739 2,739
	7,533 8,724 9,433 9,951

All loans and borrowings are denominated in Australian Dollars. Refer to note 25 for details regarding loans from related parties.

A bank guarantee of $67,500 was provided to the Landlord of 133 Scarborough Beach Road, Mt Hawthorn as per the renewal terms of the Lease in July 2009.

A bank guarantee of $47,500 was also provided to the Landlord of Unit 3/16 Crane Circle, Karratha per the terms of the Lease in November 2011. The bank guarantees may be withdrawn by the bank without notice.

A bank guarantee of $160,929 was provided to the landlord of Level 12, 3 Hasler Road, Osborne Park.

A bank guarantee of $240,792 was provided to the landlord of Suite 4, First Floor, 40 Hasler Road, Osborne Park WA 6017.

Lease liabilities are effectively secured as the rights to leased assets revert to the lessor in the event of default.

The carrying value of leased assets is set out in note 16.

The insurance premium funding loans are repayable in monthly installments.

OTOC LIMITED 53

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Note 19: Loans and borrowings (continued)

Hire Purchase Liabilities

Hire purchase liabilities of the Group are payable as follows:

Less than 1 year Between 1 & 5 years	Future minimum lease + HP payments 2013 Interest 2013 Present value of minimum lease + HP payments 2013 Future minimum lease +HP payments 2012 Interest 2012 Present value of minimum lease +HP payments 2012 $000’s $000’s $000’s $000’s $000’s $000’s 1,828 (383) 1,445 2,798 (358) 2,440 5,106 (808) 4,298 3,429 (160) 3,269
	6,934 (1,191) 5,743 6,227 (518) 5,709

Note 20: Employee benefits

Current Annual leave Long service leave Other employee provisions Non-current Long service leave	2013 $000’s 2012 $000’s 1,409 1,958 534 798 361 698
	2,304 3,454
	187 255
	187 255

OTOC LIMITED 54

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Note 21: Capital and reserves

Share capital

Balance at the beginning of the year 1 October 2011 Opening Emerson Stewart Group Ltd shares acquired 3 November 2011 Rights issue 28 September 2012 performance shares Balance at the end of the year	2013 2012 $000’s $000’s 4,588 1,975 - 2,613 - - 4,600 -	2013 2012 No. Of Shares No. Of Shares 153,062,512 73,600,000 - 72,884,311 - 6,578,201 40,000,000 -
	9,188 4,588	193,062,512 153,062,512

The Group does not have authorised capital or par value in respect of its issued shares.

The 73,600,000 prior year opening balance shares were those issued to OTOC Australia Pty Ltd (formerly OTOC Group Pty Ltd) shareholders on the legal acquisition by Emerson Stewart Group Limited. The accounting was a reverse acquisition (refer to note 6).

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Group. All shares rank equally with regard to the Group’s residual assets.

Details of performance shares issued during the year are disclosed in note 25.

Note 22: Dividends

No dividends were declared or paid by the Company for the year ended 30 June 2013.

2013	2012
$000’s	$000’s
-	950
-	950

OTOC LIMITED 55

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Note 22: Dividends (continued)

Franking Credit Balance

The amount of franking credits available for the subsequent financial year are:	2013	2012
Franking account balance as at the end of financial year at 30% (2012:30%)	$3,978,895	$3,978,895

The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends.

The above available amounts are based on the balance of the dividend franking account at year-end adjusted for:

• franking credits that will arise from the payment of the current tax liabilities;

• franking debits that will arise from the payment of dividends recognised as a liability at the year end;

• franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year end; and

• franking credits that the entity may be prevented from distributing in subsequent years.

Note 23: Earnings per share (EPS)

	2013	2012
Earnings used to calculate basic EPS ($000’s)	4,572	5,535
Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS (number of shares)	183,199,498	132,221,158
Basic earnings per share (cents per share)	2.5	4.2
Weighted average number of ordinary shares
	2013	2012
	000’s	000’s
Issued ordinary shares at 1 July	153,062	73,600
Effect of shares issued in September 2012	30,137	-
Effect of shares issued related to business combination and share placement	-	54,314
Effect of shares issued in November 2011	-	4,307
Weighted average number of ordinary shares 30 June	183,199	132,221

OTOC LIMITED 56

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Note 23: Earnings per share (continued)

Diluted earnings per share

The calculation of diluted earnings per share at 30 June 2013 was based on profit attributable to shareholders of $4,572,000 and a weighted average number of ordinary shares after adjustment for the effects of all dilutive performance shares of 40 million which were outstanding at the beginning of the year and converted into ordinary shares in September 2012.

Earnings used to calculate diluted EPS ($000’s) Weighted average number of ordinary shares outstanding during the year used in calculating diluted EPS Diluted earnings per share (cents per share) Diluted weighted average number of ordinary shares Issued ordinary shares at 1 July Effect of shares issued related to business combination and share placement Effect of performance shares issued Effect of shares issued in September 2012 Effect of shares issued in November 2011 Weighted average number of ordinary shares 30 June	2013 2012 4,572 5,535 193,062,512 162,029,377
	2.4 3.4
	2013 000’s 2012 000’s 153,062 73,600 - 54,314 9,863 29,808 30,137 - - 4,307
	193,062 162,029

OTOC LIMITED 57

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Note 24: Share-based payments

a) Employee Option Plan

On 31 March 2008 the Group established a share option programme that entitles key management personnel and senior employees to purchase shares in the Group. During July 2008 an initial grant was offered to these employee groups. The terms and conditions of the grants are as follows. Upon exercise, all options are to be settled by physical delivery of shares.

Grant date /	Balance at	Terms	Granted	Consolidation	Forfeited or	Balance		Vesting
employees	start of		during		lapsed during	at end of		conditions
entitled	period(A)		period		period	period
Option grant to key management on 1 July 2008	428,572	$0.70 expiring 30/6/2013	-	-	(428,572)		-	3 years service
Option grant to senior employees on 25 July 2008	28,572	$0.84 expiring 30/6/2013	-		(28,572)		-	2 years service
Total share options	457,144		-	-	(457,144)		-

The number and weighted average exercise prices of share options are as follows:

	Weighted avg. exercise price Number of options Weighted avg. exercise price Number of options on issue(A)
	2013 2013 2012 2012
Outstanding at start of period	0.71 457,144 $0.24 3,600,000
Consolidation of share capital – September 2011	- - - (2,571,426)
lapsed during the period	- (457,144) $0.71 (571,430)
Outstanding at end of period	- - $0.71 457,144
Exercisable at end of period	- 457,144

(A) Pre-consolidation of share capital of OTOC in September 2011.

185,715 (2012: No) shares were issued during the period under the Employee share plan (‘the Plan’). At the end of the period, 439,998 (2012: 625,713) shares were on issue and held in trust for Participants of the Plan.

OTOC LIMITED 58

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Note 25: Related parties

a) Key management personnel compensation

The key management personnel compensation included in ‘employee benefits’ is as follows:

	2013 $ 2012 $
Short-term employee benefits	1,326,218 778,817 93,054 70,067
Post-employment benefits
	1,419,272 848,884

b) Equity Instrument Disclosure Relating to Key Management Personnel

(i) Shares issued, held and transacted by directors and key management personnel

The number of ordinary shares in the Company held during the reporting period by each director and other key management personnel of the Group, including their personally related parties are set out below. There were no shares granted as compensation during the reporting period.

Directors Derek La Ferla Adam Lamond Tom Lawrence Dario Amara KMP’s Brian Mangano David Russell Brian Hill Total	Balance at 30/06/2012 Movement Balance at 30/06/2013
	250,000 312,500 562,500 37,732,000 20,183,500(A) 57,915,500 1,275,713(B) 814,285 2,089,998(B) 10,442,858 - 10,442,858(C) - 100,000 100,000 - 367,754 367,754 867,143 48,571 915,714
	50,567,714 21,826,610 72,394,324

(A) Includes the conversion of 10,200,000 performance shares into ordinary shares on the achievement of EBIT milestones for the period ended 30 June 2012 (refer to note 25(b) (ii) for further information)

(B) Includes 439,998 shares held by OTC ESP Pty Ltd as trustee of the OTOC Employee Share Plan of which Tom Lawrence is a Director but in which shares Tom Lawrence has no beneficial interest.

(C) Held at the date of his resignation of 30 November 2012.

OTOC LIMITED 59

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Note 25: Related parties (continued)

• b) Equity Instrument Disclosure Relating to Key Management Personnel (continued)

(ii) Performance Shares issued, held and transacted by directors and key management personnel

On 13 October 2011, the Group issued 20 million performance shares as part of the consideration for the purchase of OTOC Group Pty Ltd under the terms of the purchase agreement entered into in June 2011. The purchase agreement allowed for the Performance shares to be converted into ordinary shares on the achievement of certain earnings milestones for the period ended 30 June 2012 (EBIT between $5.5m and $6.5m). These earnings milestones were achieved during the reporting period and subsequently, at a meeting of Directors of OTOC Limited held on 28 September 2012, the Board resolved to convert 20,000,000 performance shares into 40,000,000 ordinary shares as a result of OTOC Group Pty Ltd achieving prescribed earnings before interest and taxation in excess of $6,500,000.

Performance Shares Adam Lamond	Balance at 30/06/2012 Movement Balance at 30/06/2013
	10,200,000 (10,200,000) -

Individual directors and executives compensation disclosures

Information regarding individual directors and executive’s compensation and some equity instruments disclosures as required by Corporations Regulations 2M.3.03 is provided in the remuneration report section of the directors’ report on pages 8 to 15.

Apart from the details disclosed in this note, no director has entered into a material contract with the Group since the end of the previous financial year and there were no material contracts involving directors’ interests existing at yearend.

Other related party transactions

During the period, certain related parties made loans to the Company under normal commercial terms. The details of these loans are as follows:

Interest rate % Adam Lamond (Director) Shareholders 12 12	Amount $000’s 1,050 308
	1,358

• Loans outstanding to related parties are made under normal commercial terms, and are repayable on demand. Interest is accrued monthly and paid upon maturity.

• The Group entered into a lease with Red Earth Logistic, a company controlled by Adam Lamond to provide storage facilities in Newman, Western Australia. Amount of $158,000 were billed based on normal market rates and were due and payable under normal terms

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Note 26: Auditor’s remuneration

Audit and review services

KPMG Audit and review of financial reports Other assurance services Other auditors Audit and review of financial reports	2013 2012 $ $ 160,000 201,619 25,960 50,000
	185,960 251,619
	- 20,000
	- 20,000

Note 27: Commitments

(a) Commitments in relation to future minimum lease payments under non-cancellable operating leases:

Not later than one year Later than one year but not later than five years Later than five years Total commitments not recognised in financial statements	2013 2012 $000’s $000’s 2,543 2,260 4,353 804 - -
	6,896 3,064

The non-cancellable operating leases are for the lease of office and staff accommodation. The leases are generally for a term of between 1 to 5 years.

Note 28: Financial instruments

Overview

The Group has exposure to the following risks from their use of financial instruments:

• credit risk

• liquidity risk

• market risk

This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board has established an Audit Committee, which is responsible for overseeing how management monitors risk and reviewing the adequacy of the risk management framework in relation to the risks faced by the Group. The Committee reports regularly to the Board of Directors on its activities.

OTOC LIMITED 61

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Note 28: Financial instruments (continued)

Overview (continued)

Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through their training and management standards and procedures, aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The fair values and carrying amounts of various financial instruments recognised at reporting date are noted below:

Note Cash and cash equivalents 13 Trade and other receivables 14 Trade and other payables 18 Bank loan 19 Hire purchase liabilities 19 Insurance premium funding loans 19 Loans from related parties 25(b)(ii)	2013 2012 Carrying Amount Fair values Carrying Amount Fair values $000’s $000’s $000’s $000’s 3,926 3,926 3,962 3,962 17,808 17,808 13,429 13,429 (19,766) (19,766) (22,711) (22,711) - - (650) (650) (6,934) (6,934) (6,227) (6,227) (432) (432) (335) (335) (1,358) (1,358) (2,739) (2,739)
	(6,756) (6,756) (15,271) (15,271)

The carrying amounts of the financial instruments are a reasonable approximation of their fair values, on account of their short maturity cycle.

Risk management strategies

The Group is primarily exposed to (i) credit risks; (ii) liquidity risks; and (iii) interest rate risks. The nature and extent of risk exposure, and the Group's risk management strategies are noted below.

Credit risks

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers.

Credit risk is kept continually under review and managed to reduce the incidence of material losses being incurred by the non-receipt of monies due.

Credit risk is managed through monitoring and follow-up of accounts receivable on a regular basis, and follow up on overdue customer balances.

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Note 28: Financial instruments (continued)

Credit risks (continued)

Bad debts are written off in the year in which they are identified. Specific provisions are made against identified doubtful debts. An assessment of expected losses is made based on past experience and customer payment history patterns.

There has been no change in the above policy since prior year.

The Group typically trades with counterparts that are considered blue-chip as a means of mitigating credit risk.

The Group's maximum exposure to credit risk is:

Cash and cash equivalents Trade receivables	2013 2012 $000’s $000’s 3,926 3,962 17,808 13,429
	21,734 17,391

The Group does not hold collateral against the credit risks, however, management considers the credit risks to be low on account of the risk management policy noted above. The trading terms generally offer 30 days credit from the date of invoice. As of the reporting date, none of the receivables have been subject to renegotiated terms.

The ageing analysis of past due trade receivables at reporting date are:

0 - 30 days not past due Past due 1 - 30 days Past due 31 – 60 days Past due 61 – 90 days Past due 90 days Provision for impairment Total	2013 2012 $000’s $000’s 13,562 9,218 2,133 2,226 1,153 504 178 358 829 1,455 (47) (332)
	17,808 13,429

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Note 28: Financial instruments (continued)

Credit risks (continued)

The Group does not hold collaterals in relation to past due trade receivables.

The Group is also subject to credit risks arising from the failure of financial institutions that hold entity’s cash and cash equivalents. However, the management considers this risk to be negligible.

The Group’s maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was $17,808,000 (2012: $13,429,000) for Australia. The allowance for impairment for 2013 amounted to $47,000 (2012: $322,000).

Based on historic default rates, the Group believes that, apart from the above, no impairment allowance is necessary in respect of trade receivables not past due or past due by up to 30 days.

The movement in the allowance for impairment in respect trade receivables during the year was as follows:

Balance 1 July Impairment loss provided Balance at 30 June	2013 2012 $000’s $000’s 332 - (285) 332
	47 332

Liquidity risks

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements: Liquidity risk is the risk that the Group will encounter difficulties to meet its contractual obligations arising from the financial liabilities.

Liquidity risk is constantly monitored and managed through forecasting short term operating cash requirements and the committed cash outflows on financial liabilities.

Maturity analysis of contractual undiscounted cashflows on financial liabilities at reporting date.

There has been no change in the above policy since prior year.

OTOC LIMITED 64

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Note 28: Financial instruments (continued)

Liquidity risks (continued)

The following are the contractual maturities of financial liabilities including interest:

2013 Non-derivative financial liabilities Bank loan Hire purchase liabilities Insurance premium funding Loans from related parties Trade and other payables 2012 Non-derivative financial liabilities Bank loan Hire purchase liabilities Insurance premium funding Loans from related parties Trade and other payables	Carrying Amount Contractual Cash Flows 6 months or less 6-12 months 1-2 yrs 2-5 yrs > 5 yrs $000's $000's $000's $000's $000's $000's $000's - - - - - - - 6,934 8,125 1,201 1,052 2,026 3,846 - 432 468 468 - - - - 1,358 1,358 708 650 - - - 19,766 19,766 19,766 - - - -
	28,490 29,717 22,143 1,702 2,026 3,846 -
	Carrying Amount Contractual Cash Flows 6 months or less 6-12 months 1-2 yrs 2-5 yrs > 5 yrs $000’s $000’s $000’s $000’s $000’s $000’s $000’s 650 650 650 - - - - 6,227 6,974 1,456 1,425 1,870 2,223 - 335 375 200 175 - - - 2,739 2,739 2,739 - - - - 22,71 22,711 22,711 - - - -
	32,66 33,449 27,756 1,600 1,870 2,223 -

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

OTOC LIMITED 65

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Note 28: Financial instruments (continued)

Market risk

Market risk is the risk that changes in market prices, such as interest rates and equity prices will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return

Interest rate risk

Interest rate risk is the risk that the fair values and cash-flows of the Group's financial instruments will be affected by changes in the market interest rates.

The Group's cash and cash equivalents are exposed to interest rate risks.

The Group’s loans and borrowings are exposes to interest rate risks. An average nominal interest rate of 9.3%, being the average of all current facilities in note 19, has been used to calculate sensitivity.

Consolidated Group Cash and cash equivalents Loans and borrowings	2013 2012 +1% -1% +1% -1% $000’s $000’s $000’s $000’s 39 (39) 40 (40) 87 (87) 93 (93)
	127 (127) 133 (133)

Capital Management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors has not implemented a formal capital management policy however they have implemented a dividend policy.

There were no changes in the Group’s approach to capital management during the year.

The Group is not subject to externally imposed capital requirements.

Capital comprises share capital and retained earnings.

Currency risk

The Group receivables are all denominated in Australian dollars and accordingly no currency risk exists.

OTOC LIMITED 66

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Note 29: Financial liability

Contingent consideration	2013 2012 $000’s $000’s - 4,600
	- 4,600

Contingent consideration relates to performance shares that became issuable to the existing vendors of OGPL as a result of the business achieving set earnings before interest and taxation targets for the financial year ended 30 June 2012, refer to note 6(a)(i). 20,000,000 performance shares were issued with a right for 20,000,000 ordinary shares plus an additional 20,000,000 ordinary shares as maximum performance earnings before interest and taxation target of $6.5 million was achieved.

The performance shares value at the date of issue was $8,000,000 represented by 40 million shares valued at 20 cents per share. Due to the share price of OTOC Limited decreasing from $0.20 per share at the date of acquisition to $0.115 per share as at 30 June 2012 a gain of $3.4 million has been recorded in the Consolidated Statement of Comprehensive Income.

On 28 September 2012 the Directors passed a resolution to issue 40 million shares to the vendors of OGPL as the maximum performance earnings before interest and taxation target of $6.5 million was achieved. As a result the $4,600,000 financial liability was transferred to share capital on 28 September 2012.

Note 30: Controlled entities

The following entities are consolidated:

Name of Entity Country of Incorporation	Ownership Interest
	2013 2012
Parent Entity OTOC Limited Australia
Controlled Entity OTOC Australia Pty Ltd (formerly OTOC Group Pty Ltd) Australia Xemi Pty Ltd Australia Emerson Stewart Pty Ltd Australia Whelans Australia Pty Ltd Australia Whelans International Pty Ltd Australia	100 100 - 100 100 100 100 100 100 100

Xemi Pty Ltd was deregistered in May 2013.

OTOC LIMITED 67

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Deed of cross guarantee

Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, all the wholly-owned subsidiaries (listed below) of OTOC Limited are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Directors’ report.

It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee (“the Deed”). The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up.

The subsidiaries subject to the Deed are are:

• OTOC Australia Pty Ltd (formerly OTOC Group Pty Ltd)

• Whelans International Pty Ltd

The Deed was entered into on 26 June 2012. There were no changes in the parties to the Deed during the year ended 30 June 2013.

The consolidated statement of comprehensive income and consolidated statement of financial position, comprising the Company and controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, as of and for the year ended 30 June 2013 is the same as the consolidated statement of comprehensive income and consolidated statement of financial position of the Group as of and for the year ended 30 June 2013.

OTOC LIMITED 68

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Note 31: Parent entity disclosures

As at, and throughout, the financial year ended 30 June 2013 the parent company of the Group was OTOC Limited.

Results for the Period	2013 2012
	$000’s $000’s
Loss for the year	(2,018) (886)
Other comprehensive income	- -
Total comprehensive loss for the year	(2,018) (886)
Financial position of parent entity at year end
Current assets	345 4,639
Total assets	47,146 51,655
Current liabilities	1,789 8,879 1,789 8,879
Total liabilities
Total equity of the parent entity comprising of:
Share capital	9,188 4,588
Reserves	40,650 40,670
Accumulated loss	(4,481) (2,483)
Total equity	45,357 42,775

Parent entity guarantees in respect of Debts if its Subsidiaries

The parent entity has entered into a Deed of Cross Guarantee with the effect that the Group guarantees debts in respect of its subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed, are disclosed in note 30.

Note 32: Subsequent events

On 18 July 2013, the Company announced its wholly owned subsidiary Whelans Australia had been awarded contracts totaling $4.3 million for Survey Services for RTIO’s Expansion Project at Cape Lambert Port B and Aerial Acquisition works for Landgate as part of their State Land Information Capture Program.

OTOC LIMITED 69

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1. In the opinion of the directors of OTOC limited (“the Company”):

2. (a) the consolidated financial statements and notes set out on pages 26 to 69 and the Remuneration report in section 10 in the Directors’ report, are in accordance with the Corporations Act 2001 including:

   • (i) giving a true and fair view of the Group’s financial position as at 30 June 2013 and of its performance for the financial year ended on that date; and

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

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

4. There are reasonable grounds to believe that the Company and the group entities identified in note 30 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Class Order 98/1418.

5. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and the chief financial officer for the financial year ended 30 June 2013.

6. The directors draw attention to note 2(a) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards.

Signed in accordance with a resolution of the directors:

Perth, 26 September 2013.

Tom Lawrence Director

OTOC LIMITED 73

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Additional Information per ASX Listing Rules [Unaudited]

Shareholder Information as at 13 September 2013 [Post - Consolidation]

reholder Information as at 13 September 2013 [Post - Consolidation]
Shareholder 1 OCEAN TO OUTBACK ELECTRICAL < AP & TL LAMOND FAM> 2 INSIDE-OUT CARPENTRY SVCS < MCNEILL FAM A/C > 3 CONCEPT WEST COMMUNICATIO < T YOUNG FAM A/C> 4 BERTOLI CONTRACTING PL < BERTOLI FAM A/C > 5 AMARA DARIO ANGELO 6 MONTGOMERIE C K + G < MONTGOMERIE FAM A/C> 7 NAIRN & SON PL < NAIRN FAM A/C> 8 TRUST CO AUST LTD 9 WROXBY PL 10 APPLE NOM PL < PLEDGE S/F A/C> 11 ASB NOM LTD 12 ICON HLDGS PL 13 ICON HLDGS PL 14 LAWRENCE THOMAS BRIAN 15 JOHNSTON SEO + S M 16 KEMAST INV PL 17 ICON HLDGS PL < K & A PAGANIN S/F> 18 BERTOLI CONTRACTING PL < BERTOLI S/F A/C > 19 MANGANO BRIAN FRANCIS 20 IRELAND GREGORY J + K J	Shares % of Issued Capital 57,603,000 29.84% 11,320,000 5.86% 11,320,000 5.86% 10,470,000 5.42% 10,442,858 5.41% 9,695,000 5.02% 9,142,325 4.74% 8,790,000 4.55% 3,686,049 1.91% 2,500,000 1.29% 2,200,965 1.14% 2,029,000 1.05% 1,500,000 0.78% 1,500,000 0.78% 1,500,000 0.78% 1,250,000 0.65% 1,246,929 0.65% 850,000 0.44% 839,729 0.43% 811,856 0.42%
	148,697,711 77.02%

OTOC LIMITED 74

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Substantial holders of 5% or more of fully paid ordinary shares [Post - Consolidation]

Shareholder	Number	Person's votes	Voting Power
(a) Ordinary Shares
OCEAN TO OUTBACK ELECTRICAL < AP & TL LAMOND FAM>	57,915,500	57,915,500	30.00%
INSIDE-OUT CARPENTRY SVCS < MCNEILL FAM A/C >	11,320,000	11,320,000	5.86%
CONCEPT WEST COMMUNICATIO < T YOUNG FAM A/C>	11,320,000	11,320,000	5.86%
BERTOLI CONTRACTING PL < BERTOLI FAM A/C >	10,470,000	10,470,000	5.42%
AMARA DARIO ANGELO	10,442,858	10,442,858	5.41%
MONTGOMERIE C K + G < MONTGOMERIE FAM A/C>	9,695,000	9,695,000	5.02%

Voting rights on a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Spread of Holdings 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – Total on Register	Ordinary Shares 19 38 62 268 139
	526

Shareholders holding less than a marketable parcel is 64.

Securities Exchange

The Group is listed on the Australian Securities Exchange. The Home exchange is Perth.

Corporate Information

The registered office of the Group is: OTOC Limited Level 12, 3 Hasler Road Osborne Park WA 6017

The principal place of business is: OTOC Limited Level 12, 3 Hasler Road Osborne Park WA 6017 Telephone: (08) 9317 0600

Company Secretary Lisa Wynne

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233

OTOC LIMITED 75