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We are pleased to present Wilson HTM Investment Group Ltd’s first annual report as a listed company and to highlight our performance for the 2007 financial year. ANNUAL REPORT 2007 1 For personal use only

For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

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Page 1: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

We are pleased to present Wilson HTM

Investment Group Ltd’s first annual report

as a listed company and to highlight our

performance for the 2007 financial year.

ANNUAL REPORT 2007

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Page 2: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

…and Client AlphaWilson HTM Investment Group LtdFund Performance as at 30 June 2007

1 year 2 year 3 year 5 year 7 year

Pinnacle Hyperion Australian Equities Composite Return 32.6% 32.0% 31.9% 20.8% 17.2%

Alpha 1 +3.4% +5.5% +5.5% +1.5% +3.1%

Plato Australian Shares Core Fund (since inception)Return 22.3% n/a n/a n/a n/a

Alpha 1 +2.5% n/a n/a n/a n/a

Wilson HTM Authorised Investment Manager Australian Equities CompositeReturn 50.4% 35.7% 36.3% 25.2% 21.3%

Alpha 2 +20.2% +8.5% +9.9% +5.7% +7.0%

Wilson HTM First Choice FundReturn 86.5% 75.3% n/a n/a n/a

Alpha 3 +42.1% +40.7% n/a n/a n/a

Peer Group Intech Median ManagerReturn 29.4% 27.2% 27.4% 20.3% n/a

Alpha 4 +0.2% +0.6% +1.0% +1.0% n/a

Benchmark (1) = S&P/ASX 300 Accumulation Index; Benchmark (2) = S&P/ASX All Ordinaries Accumulation Index; Benchmark (3) = S&P/ASX Small Ordinaries Accumulation Index,

(4) = Intech Median Manager returns are sourced from Intech Investment Consultants. Alpha is calculated against the S&P/ASX 300 Accumulation Index.

Highlights for FY2007

Underpinned by growth in FUM Wilson HTM Investment Group LtdFunds Under Management

30 Jun 200630 Jun 200530 Jun 2004 30 June 2007

Pinnacle

$ b

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Wilson HTM Investment Group

3.0

2.0

1.0

0.0

0.5

0.7

0.6

0.9

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• FUM grew by $1.4 billion or 62% to $3.7 billion

• Compound annual growth rate of 46% since 2004

• Launch of Pinnacle Investment Management; Plato Investment Management and Palisade Investment Partners

• 86.5% return generated by the Flagship First Choice Fund

• Introduction of the First Choice Healthcare Fund

Other achievements• Successful Initial Public Off ering, WIG shares up 81% on issue price as at 31 August 2007

• Asset Management’s Innovation Award for Staff Management in 2007

• Research ranking by StarMine in top three for profi tability of recommendations

• Awarded Bioshares Stock Broker of the Year two consecutive years (2006 & 2007)

• Revenues up 40% to $131.7 million in FY2007• Net profi t after tax up 55% to $16.9 million in FY2007

• NPAT compound annual growth rate of 47% since 2004

• EPS of 17.5 cents per share, 20% above prospectus• Annual average return on equity of 58.2% since 2004

Another year of solid fi nancial performance

1 FY2004 and FY2005 are on an adjusted basis. Refer to Managing Director’s Report

(page 8) for an explanation of the adjustment.

Wilson HTM Investment Group LtdRevenue and Profit Growth FY2004-FY2007

Adjusted NPAT ($m)Revenue ($m)

120

100

80

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40

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0.0 0

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FY20041 FY20051 FY2006 FY2007

Corporate Directory

Wilson HTM Investment Group LtdIncorporated in Queensland on 23 April 2002

ABN22 100 325 184

Directors Steven Wilson, Executive Chairman

Garry Lowrey, Managing Director

Chum Darvall, Non-executive Director

Ian Fraser, Non-executive Director

Paul Harris, Non-executive Director

Steven Skala, Non-executive Director

Warren McLeland, Non-executive Director

Company SecretaryIan Harrison

Registered and other Offi cesQueensland (Registered and Head Offi ce)

Level 38, Riparian Plaza

71 Eagle Street

Brisbane QLD 4000

Telephone 07 3212 1333

New South Wales

Level 26, Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Telephone 02 8247 6600

Victoria

Level 11, 8 Exhibition Street

Melbourne VIC 3001

Telephone 03 9640 3888

Share RegistryComputershare Investor Services Pty Limited

Level 19, 307 Queen Street

Brisbane QLD 4000

Telephone 1300 552 270

ASX Code WIG

Wilson HTM Investment Group Ltd

Shares are listed on the Australian Securities Exchange

BankerCommonwealth Bank of Australia

AuditorPricewaterhouseCoopers

Website Addresswww.wilsonhtm.com.au

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Page 3: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Contents

01 Executive Chairman’s Letter 6

02 Managing Director’s Report 7

03 Directors’ Profi les 12

04 Executive Management 16

05 Directors’ Report 20

06 Auditor’s Independence Declaration 33

07 Corporate Governance 34

08 Financial Statements 38

09 Directors’ Declaration 92

10 Independent Audit Report 93

11 Shareholder Information 95

12 Corporate Directory IBC

page

Wilson HTM Investment Group Ltd

ABN: 22 100 325 184

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Page 4: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

“Create prosperity for our clients, people and community”

Mission2

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Steven Wilson, Executive Chairman of Wilson HTM

Investment Group presents a cheque to Th e George

Gregan Foundation. July 26, 2007.

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Values

IntegrityMy word is my bond

CreativityWe are prepared to swim against the tide

Competitive SpiritWe plan to win

Client AlphaMaking money for clients and loving it

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Page 8: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Executive Chairman’s Letter

Dear Shareholder

On behalf of the Board I am delighted to present Wilson HTM Investment Group Ltd’s fi rst annual report as a listed company. This follows the Company’s successful debut on the Australian Securities Exchange in June. I would also like to take this opportunity to welcome the large number of new shareholders in the Company including many clients and employees.

Our listing is an important milestone in the fi rm’s 112 year history. It follows a signifi cant change in the business from a broking model to one centered around the investment management philosophy of client outperformance, or Alpha. This transformation has occurred in conjunction with considerable and ongoing investment in our people and the infrastructure that supports our business. This has enabled us to deliver:

a strong fi nancial performance, with revenues up 40% to $131.7 million and net profi t after tax up 55% to $16.9 million in the 2007 fi nancial year. This performance has in part been driven by the successful integration of investment management processes across our business which has introduced a recurring component to the Group’s revenue stream thereby delivering fi nancial stability;

solid growth in Funds Under Management (FUM), up 62% to $3.7 billion over the fi nancial year. Growth in FUM was underpinned by impressive performance, itself a product of the robust investment processes implemented by the many talented people we have managing funds and servicing our clients; and

client Alpha, in the year to 30 June 2007, the Company’s fl agship specialty fund, the Wilson HTM First Choice Fund returned 86.5% and outperformed the S&P / ASX Small Ordinaries Accumulation Index by 42.1%. The Authorised Investment Manager Composite has outperformed the S&P / ASX All Ordinaries Accumulation Index over the last one, two, three, fi ve and seven years to 30 June 2007.

Similarly, in the Pinnacle business, Hyperion’s Composite has outperformed the S&P / ASX 300 Accumulation Index over the last one, two, three, fi ve and seven years and the Plato Australian Shares Core Fund has generated Alpha of 3% since its inception in November 2006.

These solid performances across both Investment Management and Capital Markets have now positioned the Company to benefi t from growth in the funds management and fi nancial sectors.

Our experienced Board has been a major driver of our transformation strategy and I would particularly like to thank my colleagues for their contribution during the IPO.

Thanks must also go to our executive management team which is very capably led by Garry Lowrey, who has now held the position of Managing Director for 18 months, having been with the Company for eight years.

One of the major objectives of our IPO was to enhance the Company’s owner / driver model through equity participation by employees. We continue to view this as a key means of attracting, retaining and rewarding outstanding people. Our people are the primary drivers of performance and my thanks go to all who have once again risen to the challenges of the year.

Yours sincerely

Steven WilsonEXECUTIVE CHAIRMANWILSON HTM INVESTMENT GROUP LTD

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Page 9: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Managing Director’s Report

Dear Shareholder

I am pleased to present Wilson HTM Investment Group Ltd’s fi rst annual report as a listed company and to draw to your attention the highlights of our performance for FY2007.

A strong end to FY2007 enabled us to exceed the prospectus forecast of profi t after tax of $13.9 million by 21.6% to $16.9 million. Although this refl ects solid operating performances delivered by all of our businesses, for the fi rst time in our history the profi t contribution from the Investment Management business exceeded that of the Capital Markets business.

In addition to lifting our fi nancial performance, the successful strategy to grow our Investment Management business has introduced an attractive, recurring component to the Company’s revenue. This complements the Company’s Capital Markets business which is a leader in Mid-market corporate fi nance, stockbroking and research, and a key deliverer of the many outperforming investment ideas promoted to our clients and captured by our Speciality Funds Management business.

Other milestones achieved by the Company this year include:

Successful Initial Public Off eringOn 19 June 2007, the Company began its journey as a listed company on the Australian Securities Exchange. The listing was part of a strategy to expand the capital base of the Company, provide the platform for growth and enhance the ’owner / driver’ business model that enables us to continue to attract and retain excellent staff . As at 30 June 2007, employees held approximately 60% of the Company’s shares. Since listing, the Company’s shares have risen 81% to $3.62 as at 31 August 2007.

The launch of Pinnacle Investment ManagementIn September 2006, the Company launched Pinnacle Investment Management (Pinnacle). The Company holds an 85.5% interest in Pinnacle, with the remainder held by Pinnacle Managing Director Ian Macoun who is considered by many to be one of the leaders of the “boutique movement” of fund managers in Australia. Pinnacle now houses Hyperion Asset Management, Plato Investment Management and Palisade Investment Partners.

Pinnacle will be central to driving the growth of our boutique funds management business and helping to acquire interests in and seed new boutique funds in the coming fi nancial year.

Continued, strong growth in FUMOver FY2007, FUM rose by 62% to $3.7 billion. FUM has now grown by an average of 46% per annum since 2004. Consistent and continued growth in FUM remains a key objective underpinning our strategy to secure the Company’s future fi nancial stability and performance by participating in the anticipated strong growth in Australia’s fi nancial services sector.

Wilson HTM Investment Group LtdFunds Under Management

$ b

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30 Jun 2004

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30 Jun 2005 30 Jun 2006 30 Jun 2007

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Wilson HTM Investment Group Pinnacle

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Managing Director’s Report- Continued

Continued growth in the Private Wealth Management businessThe Company’s philosophy of building long term partnerships has enabled it to accumulate a large and loyal client base. Over the 2007 fi nancial year the Company grew its client base to over 17,000 active clients. As at 30 June 2007 the average Individually Managed Account was $1.2 million.

This extensive network of clients is serviced by the Company’s Private Wealth Management business which has 104 professional advisers including 16 Authorised Investment Managers, in ten offi ces (including six franchised offi ces) covering the eastern seaboard.

The competitive returns generated for our clients by our Authorised Investment Managers refl ects the Company’s strategy to attract and retain talented advisers.

A leader in Mid-market investmentsDuring the 2007 fi nancial year the Company’s Capital Markets business lead managed, co lead managed, co managed or underwrote eight IPOs raising over $1 billion for its Corporate Finance clients and a total of $1.1 billion in secondary equity capital market raisings. It has also established itself as a leader in the niche Life Sciences segment, winning Bioshare’s Stockbroker of the Year in 2006 and 2007.

The Corporate Finance team also advised on, and executed, over $440 million in mergers and acquisitions transactions during the same period.

The Company’s Research team has grown to become one of the largest teams in Australia dedicated to Mid-market research with more than 22 research analysts providing research on 133 stocks.

Strategic relationship with Deutsche BankOctober this year will mark the two year milestone of the Company’s strategic relationship with Deutsche Bank. Deutsche Bank provides its Australian equities research product to the Company for use as the basis for the preparation of publications or briefi ng notes for distribution solely to the Company’s Private Wealth Management Clients under the Company’s own brand. This relationship has provided our Private Wealth Management clients with access to research on a wider range of ASX listed companies, however also benefi ts our Corporate Finance business through referrals, joint initiatives and access to specialist skills.

Financial performanceThe Group earned revenues of $13.7 million for FY2007, with earnings before interest and tax up 80% to $28.8 million and net profi t after tax up 55% to $16.9 million, both of which were over the prior year. On a compound basis, the Group’s net profi t has grown by an average of 47% over the three year period to 30 June 2007.

Revenue and Profi t Growth FY2004-FY2007

FY2004 FY2005 FY2006 FY20070 0

3

6

9

12

15

120

80

60

40

20

100

18Revenue ($m) Adjusted NPAT ($m)

Note: FY2004 and FY2005 have been adjusted for a category of expenditure that is included

in FY2006 and FY2007 to ensure all periods shown are comparable. The adjustment relates to

commencement of the Corporate Finance arrangements with Deutsche Bank.

Earnings per share for FY2007 on a statutory basis was 21.7 cents per share (fully diluted). On the alternative calculation used in the prospectus, it was 17.5 cents per share (fully diluted), which exceeded the prospectus forecast by 20%. As noted in the prospectus we will not be declaring a fi nal dividend for the full year.

Investment ManagementRevenue and Profi t

FY2004 FY2005 FY2006 FY20070 0

3

6

9

12

15

60

40

30

20

10

50

18Revenue ($m) Profit before tax ($m)

The Investment Management business has achieved signifi cant and consistent growth over the past three years in line with the Company’s growth in total FUM to $3.7 billion.

HyperionAsset

Management

PlatoInvestment

Management

FundsManagementand Financial

Planning

Stockbroking

PinnacleInvestment

Management

FundsManagement

Services

PrivateWealth

Management

SpecialtyFunds

Management

InstitutionalSales

Research

CorporateFinance and

Equity CapitalMarkets

Wilson HTM Investment Group

Investment Management Capital Markets

PalisadeInvestment

Partners

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Page 11: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Revenue associated with the Investment Management business was up 121% to $49.3 million in the 2007 fi nancial year. Net profi t before tax and after minorities was also 206% higher to $15.9 million. Both exceeded prospectus forecasts as a result of stronger than anticipated conditions over the last quarter of FY2007.

The main contributors to revenue growth included:

• growth in FUM which contributed to growth in Private Wealth Management – Funds Management and Financial Planning fees and Funds Management Services fees;

• higher levels of performance fees on FUM as the performance fee products are adopted more widely across the Private Wealth Management – Funds Management client base; and

• continued strong returns on principal investments.

Profi t before tax increased due to:

• scale benefi ts from growth in FUM and an increased contribution from performance fees; and

• the increased return on principal investments which fl ow directly to profi t before tax.

Capital MarketsRevenue and Profi t

FY2004 FY2005 FY2006 FY20070 0

6

4

2

8

10

12

90

80

70

60

40

30

20

10

50

14Revenue ($m) Adjusted profit before tax ($m)

The Capital Markets business includes Corporate Finance, Equity Capital Markets, Institutional Sales, Research and Private Wealth Management - Stockbroking. These business lines have demonstrated consistent revenue growth in the four year period to 30 June 2007, with revenues of $82.4 million generated in FY2007. Whilst revenues have grown, the commitment to expansion of the business has resulted in the reported decline in net profi t before tax to $8.2 million.

The performance of the Capital Markets business is dependent upon Mid-market capital market and mergers and acquisitions deal fl ow, equity market conditions and is underpinned by the client relationships (institutional, corporate and high net worth) that exist in this business.

It is the policy of the Capital Markets business to invest in relationships for the longer term which leads to repeat business and increased deal fl ow over time.

Since FY2005, and as market conditions have improved, the Capital Markets business has invested heavily in attracting additional key personnel into the Research, Equity Capital Markets and Corporate Finance teams as well as further developing the Private Wealth Management Stockbroking team.

Since FY2005, there has been a 50% increase in the number of corporate fi nance professionals in the Capital Markets business, and Research has seen a 38% increase in spending.

These increased costs have aff ected margins over these years as shown in the graph above. The Board regards this as an important investment and anticipates that the benefi t of this investment will be experienced in FY2008 and beyond.

In the 2007 fi nancial year, the main contributors to revenue growth included:

• increased volume of brokerage transactions from Institutional Sales and Private Wealth Management - Stockbroking; and

• continued strong business volumes in Corporate Finance and Equity Capital Markets.

Operational Review

Investment Management Pinnacle Investment Management

In September 2006, the Company launched Pinnacle Investment Management. Pinnacle is central to driving the growth of our boutique funds management business by acquiring interests in and seeding new boutique funds in the coming fi nancial years.

Hyperion Asset Management

Established in 1997, Hyperion is a high conviction growth equities manager that constructs portfolios based on the total expected return of each investment and without regard for benchmark composition. Since its establishment, Hyperion has built a track record of delivering top quartile returns for both retail and wholesale clients.

As at 30 June 2007, Hyperion had $1.7 billion in FUM of which $1.3 billion is from external wholesale clients including the ASX listed investment company, Hyperion Flagship Investments Limited which had a market capitalisation of $35.3 million as at 30 June 2007.

Hyperion Funds Under Management

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1.0

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1.4

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1.6

Over FY2007, the Hyperion Australian Equities Composite Index continued to deliver competitive returns, outperforming the S&P / ASX 300 Accumulation Index.

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Managing Director’s Report- Continued

Hyperion Australian Equities Composite Index Annualised Alpha vs. S&P / ASX 300 Accumulation Index to 30 June 2007

Alp

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1 Year 3 Year2 Year 5 Year 7 Year0.0%

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6.0%

Plato Investment Management

In October 2006, Plato Investment Management (Plato) was launched as part of the Company’s “house of boutiques” strategy. Plato had $40 million in funds under management as at 30 June 2007. The Plato Australian Shares Core Fund has generated an Alpha of 2.5% against its benchmark the S&P / ASX 300 Accumulation Index over the eight months ending 30 June 2007 and 3.0% Alpha to 31 July 2007.

Plato is presently establishing its credentials with asset consultants and subsequent to the fi nancial year end it has launched two new funds, the Plato Australian Shares Market Neutral Fund and the Plato Australian Shares 130 / 30 Fund.

Plato applies a disciplined and active quantitative investment management approach to Australian equities with the aim of delivering consistent investment returns through rolling three to fi ve-year periods.

Palisade Investment Partners

Palisade Investment Partners (Palisade) was formed in May 2007 to develop and build a high quality infrastructure investment business with the aim of achieving attractive investment returns for investors, utilising best practice risk management and compliance. Palisade provides wholesale investors access to the origination, structuring, execution and credit risk management skills required to invest in infrastructure assets.

Specialty Funds Management

The Wilson HTM First Choice Fund is the Company’s fl agship specialty fund held investments of $55.8 million as at 30 June 2007. Since its inception, the Wilson HTM First Choice Fund has signifi cantly outperformed its benchmark, the S&P / ASX Small Ordinaries Accumulation Index.

Wilson HTM First Choice Fund (net of fees) vs. S&P / ASX Small Ordinaries Accumulation Index

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Wilson HTM First Choice FundS&P / ASX Small Ordinaries Accumulation Index

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In April 2007 the Company launched its second specialty fund, the Wilson HTM First Choice Healthcare Fund. This fund holds initial investments of $4.6 million and after having established a track record will be marketed to the Company’s clients.

Private Wealth Management – Funds Management and Financial Planning

The Company’s Private Wealth Management business manages individual client funds on a discretionary basis through its Authorised Investment Managers, and on a non discretionary basis through its investment advisers.

Private Wealth Management Funds Under Management

$ b

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30 Jun 2004 30 Jun 2005 30 Jun 2006 30 Jun 2007

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

2.0

Total FUM for Private Wealth Management was $2 billion as at 30 June 2007, with discretionary funds accounting for $798 million. The balance consisted of funds invested under advice from Private Wealth Management clients on Company investment platforms or with external managers.

Authorised Investment Manager Australian Equity Composite Index Annualised Alpha vs. S&P / ASX All Ordinaries Accumulation Index to 30 June 2007

Alp

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25%

0%

5%

10%

15%

20%

The Authorised Investment Manager Australian Equity Composite Index has consistently delivered competitive returns to clients.

Capital Markets businessResearch

Over the fi nancial year our Research capability continued to strengthen. As at 30 June 2007, we had 22 analysts providing research on 133 stocks. Stock coverage is up 40% over the previous year. Our team now comprises a specialist large cap fi nancial sector research group and one of the largest dedicated Mid-market research teams in Australia. The Mid-market team focuses on sectors including life sciences and healthcare, fi nancial services, energy and resources, industrials and infrastructure and utilities.

The quality of our research coverage has been recognised by the world’s largest and most trusted source of objective equity research performance ratings, StarMine.

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According to StarMine, Wilson HTM Investment Group Research was “ranked number one for profi tability of recommendations on stocks under coverage in Australia and New Zealand for the period 1 January 2007 to 31 July 2007. Wilson HTM Investment Group ranked second overall for the 12 month period to 31 July 2007, and third for the twelve month period ending 30 June 2007.”

Institutional Sales

The Institutional Sales desk had another successful year, and continues to build on its extensive network of boutique and large Australian and international institutional investors.

Additions to the team during the year have added specialist skills and access to an expanding client base.

Corporate Finance and Equity Capital Markets

Over the fi nancial year, the Company has participated in a number of signifi cant transactions including:

• Babcock & Brown – $478 million Placement and Selldown

• QGC – $59.7 million Rights Issue

• Agincourt – $100 million Placement

• Chiquita – $110 million M&A Advisory Role.

A proxy for the performance of the Company’s investment ideas is the Wilson HTM Investment Group Corporate Accumulation Index, which has outperformed the S&P / ASX Small Ordinaries Accumulation Index by an average of 14.5% per annum since inception in June 2002.

Wilson HTM Investment Group LtdCorporate Accumulation Index vs. S&P / ASX Small Ordinaries Accumulation Index

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$1.00

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$2.00

$2.50

$3.00

$3.50

$4.00

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$5.50

$5.00

S&P / ASX Small Ordinaries Accumulation IndexWilson HTM Investment Group Corporate Accumulation Index

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StrategyOur core focus for FY2008 will be to continue the growth of our Investment Management business by increasing funds under management from both the wholesale and retail markets. The continued delivery of outstanding investment performance is the key to attracting growth in funds under management. Through Pinnacle Investment Management, we will continue to seek high quality start-up boutiques requiring seed funds under management and infrastructure support. In addition, where appropriate, Pinnacle will consider opportunities to acquire stakes in existing boutiques. Retail market growth will be driven by our Private Wealth Management team combined with an initial external marketing program for the First Choice Fund, the fl agship product of our Specialty Funds Management business.

Across our Capital Markets business, we will continue to grow organically and, where appropriate, by acquisition. We aim to build on our leadership position in Mid-cap Corporate Finance,

Equity Capital Markets and Research in particular across the segments where we dominate (e.g. Mid-Cap industrials and fi nancials, healthcare and life sciences, resources and energy and infrastructure). We remain committed to the Alpha hunting model which applies investment management philosophies across the Capital Markets business, identifying and delivering outperforming investment ideas to our Institutional Sales, Private Wealth Management and Specialist Funds Management businesses.

OutlookWhile investment markets have suff ered increased volatility in the fi rst quarter of the new fi nancial year, we remain focused on the development of the Company and the opportunities presented by the continued growth of funds in investment markets. The long term outlook for our business remains positive.

In the short term we are looking to capitalise on our established presence in each of the east coast capital cities, our growing reputation as a Mid-market specialist, our strong credentials in Research and Corporate Finance in many of the faster growing sectors of the Australian economy, and most importantly, our valued client relationships.

Executive ManagementIn May 2007 we welcomed Mark Burns to the Executive Management team as Head of Corporate Finance. From 2001 to 2007, Mark managed his own boutique Corporate Advisory business, TMT Partners. Prior to that he worked at Deutsche Bank in its Investment Banking division, where he held the position of Head of the Telecommunications and Media Team in Australia and New Zealand. Mark brings with him a wealth of experience and leadership to the team.

PeopleThe Company recognises that its key strategic asset is its people. The high level of employee ownership in the Company refl ects the Board’s commitment to the ‘owner / driver’ model, whereby talented employees are attracted, retained and motivated by sharing in the ownership of the business.

Our strong growth has been delivered through this ‘owner / driver’ model and we believe it will ensure that we have the appropriate management strength and depth to continue our growth into the future.

The Company continues to recruit in all areas of our business. A focus on employee engagement over recent years has resulted in historically low levels of employee turnover. Training and development and career progression initiatives are designed to provide all employees with an opportunity to achieve their full potential.

On behalf of the Executive Management Team, I would like to thank all of our employees for their dedication and commitment to the business as we have made the transition to a listed environment, and again for helping to achieve an outstanding fi nancial result.

We are now focused on executing the next phase of our growth throughout FY2008, and I look forward to keeping you informed as we progress throughout the year.

Yours sincerely

Garry LowreyMANAGING DIRECTORWILSON HTM INVESTMENT GROUP LTD

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Board of Directors

The current Board of Directors comprises fi ve non-executive Directors

and two Executive Directors.

Left to right:

Steven Skala, Chum Darvall, Warren McLeland, Ian Fraser, Paul Harris, Garry Lowrey, Steven Wilson

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Page 16: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Directors’ Profi les

Steven WilsonExecutive Chairman

Mr Steven Wilson was appointed Executive Chairman of the Company in 2004. He has 28 years of professional investment experience, including four years with Cazenove & Co. in London. He has been with the Company and its predecessor fi rms since 1984 in a number of senior positions including Head of Research, Institutional Sales, Corporate Finance, Investment Management and Managing Director.

He has previously served as a Director on the Boards of Telstra Corporation, Tourism Queensland and The Council of Queensland University of Technology.

Listed Company Directorships held in last 3 years (current & recent):

Director, Hyperion Flagship Investments Limited, from 1997 to current

Other Current Directorships:

Chairman, Wilson HTM Investment Management Pty Ltd

Chairman, South Bank Corporation

Chairman, Barambah Wines Pty Ltd

Director, Pinnacle Investment Management Limited

Director, The Centre for Independent Studies

Director, Queensland Rugby Union Ltd

Director, St John’s Cathedral Completion Fund

Bachelor of Commerce, University of Queensland

Bachelor of Laws, University of Queensland

Honorary Doctor of Philosophy, Queensland University of Technology

Solicitor of the Supreme Court of Queensland

Master Stockbroker, Securities & Derivatives Industry Association

Fellow, Australian Institute of Company Directors

Fellow, Australian Institute of Management

Fellow, Financial Services Institute of Australasia

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Garry LowreyManaging Director

Mr Garry Lowrey was appointed to the role of Managing Director in February 2006. He joined the Company in 1999 as a Business Director of Corporate Finance. He was appointed Head of Corporate Finance in 2001.

Prior to joining the Company he spent 12 years with UBS Warburg and its predecessor fi rms. From 1992, he was a Director of UBS Warburg’s Corporate Finance team, specialising in capital markets and mergers and acquisitions advice to small and Mid-Market companies.

Listed Company Directorships held in last 3 years (current & recent):

None

Other Current Directorships:

Chairman and Managing Director, Wilson HTM Ltd

Chairman and Managing Director, Wilson HTM Corporate Finance Ltd

Chairman and Managing Director, Wilson HTM Services Pty Ltd

Director, Pinnacle Investment Management Limited

Director, Wilson HTM Capital Management Limited

Bachelor of Business, NSW Institute of Technology

Master of Applied Finance, Macquarie University

Member, Institute of Chartered Accountants in Australia

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Chum DarvallNon-Executive Director

Mr Chum Darvall joined the Board in October 2005. He is presently Chief Executive Offi cer of Deutsche Bank Australia and New Zealand, a position he has held since July 2002. He joined Deutsche Bank in September 1994 as Director of Treasury and in 1998 became Head of Global Markets with responsibility for all debt market-related activities.

Prior to his fi rst appointment at Deutsche Bank, he worked in the fi nancial markets divisions of Westpac (1985-1994) and BA Australia Ltd (1981-1985), a subsidiary of Bank of America.

Listed Company Directorships held in last 3 years (current & recent):

None

Other Current Directorships:

Chairman, Australian Financial Markets Association

Director, The Centre for Independent Studies

Director, Australian Theatre for Young People

Council Member of the Business Council of Australia

Director, RBM Nominees Pty Limited

Director, Financial Markets Foundation for Children

Director, First Australian Property Group Holding

Bachelor of Arts, Macquarie University

Fellow, Australian Institute of Company Directors

Fellow, Financial Services Institute of Australasia

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Ian FraserNon-Executive Director

Mr Ian Fraser joined the Board in 2006. He is a Chartered Accountant with 40 years experience as a business and accounting professional including 27 years as Partner with KPMG. He retired as an audit and corporate advisory partner with KPMG in 2004.

Listed Company Directorships held in last 3 years (current & recent):

Director, Child Care Centres Australia Limited, from July to December 2004

Non-executive Director, Cellnet Group Limited, from 2006 to 2007

Non-executive Director, RP Data Ltd, from 2006 to current

Other Current Directorships:

Chairman, Queensland Safe Communities Support Centre

Non-executive Director, Enertrade (Queensland Power Trading Corporation)

Bachelor of Commerce, University of Queensland

Fellow, Institute of Chartered Accountants in Australia

Member, Australian Institute of Company Directors

Honorary Treasurer, Australian Institute of Company Directors, Queensland Division

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Paul HarrisNon-Executive Director

Mr Paul Harris joined the Board and its predecessor entities in October 1998. He has worked for more than 30 years in the securities industry, being a member of the Sydney Stock Exchange Ltd and a director of a number of its member fi rms until the time of the public listing of ASX Limited in October 1998.

He has recently held directorships with Gresham CEA Management Ltd, Gresham Technology Management Ltd and was a Governor of the Centenary Institute for Cancer Research and Cell Biology.

Listed Company Directorships held in last 3 years (current & recent):

Director, Ten Network Holdings Ltd (Group of Companies), from 1998 to current

Other Current Directorships:

Director, Fulcrum Capital Partners Ltd

Governor, WWF Australia

Master of Arts (Law), University of Cambridge

Fellow, Financial Services Institute of Australasia

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“Collectively the Board represents a highly skilled mix of individuals with a wealth of Australian and international management experience.”

Warren McLelandNon-Executive Director

Mr Warren McLeland joined the Board in March 2007. He began his career with the Reserve Bank of Australia as a research scholar. He then worked for what became Bain and Company and Chase Manhattan Bank in New York, Hong Kong and Europe where he had overall responsibility for Chase’s European funds management business.

He was also a member of the London Stock Exchange, a part time lecturer at the University of London, and a Director of the International Primary Markets Association and the International Securities Markets Association.

Listed Company Directorships held in last 3 years (current & recent):

Director, Intellect Limited, from April 2005 to current

Non-executive Director, Trust Company of Australia, from May 2005 to current

Other Current Directorships:

Director, Resimac Limited

Non-executive Director, Bank of New York Trust Australia Limited

Non-executive Director, Eclectic Investment Trust PLC

Non-executive Director, Pain Management Research Institute

Bachelor of Science, University of Sydney

Master of Business Administration, Australian Graduate School of Management, University of New South Wales

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Steven SkalaNon-Executive Director

Mr Steven Skala joined the Board in 2002. Since 2004, he has been Vice Chairman, Australia and New Zealand of Deutsche Bank AG. He is a former commercial lawyer with more than 20 years experience in corporate law. Between 1982 and 1985, he was a partner of Brisbane law fi rm Morris Fletcher and Cross (now Minter Ellison). Between 1985 and 2004 he was a partner of law fi rm, Arnold Bloch Leibler, and was Head of its Corporate and Commercial Practice for several years.

Listed Company Directorships held in last 3 years (current & recent):

Chairman, Hexima Limited, from 2002 to current

Other Current Directorships:

Chairman, Film Australia Limited

Director, Deutsche Australia Limited

Director, The Australian Broadcasting Corporation

Director, Max Capital Group Ltd

Vice President, The Walter and Eliza Hall Institute for Medical Research

Director, The Centre for Independent Studies

Director, The Australian Ballet

Bachelor of Arts, University of Queensland

Bachelor of Laws (Honours), University of Queensland

Bachelor of Civil Law, Oxford University

Solicitor of the Supreme Courts of Queensland, Victoria and Northern Territory and the High Court of Australia

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Left to right:

Brad Usasz, Ian Macoun, Neal McCulloch, Alex Ihlenfeldt,

Duncan Gamble, David Groth, Stephen Walsh, Mark Burns.

Executive Management

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Executive Management

InstitutionalSales

Duncan Gamble

Research

Stephen Walsh

Equity CapitalMarkets

David Groth

CorporateFinance

Mark Burns

Private WealthManagement –Stockbroking

Private WealthManagement –

FundsManagement

& FinancialPlanning

Brad Usasz

Board of DirectorsSteven Wilson

Executive Chairman

Garry LowreyManaging Director

SpecialtyFunds

Management

Alex Ihlenfeldt

Pinnacle

Ian Macoun

Operations

Finance andAdministration

Neal McCulloch

FundsManagement

Services

Executive Management

Alex Ihlenfeldt Chief Operating Offi cer

Mr Alex Ihlenfeldt joined the Company in 2000 becoming Chief Operating Offi cer in July 2006. He has 20 years fi nance and accounting experience in both Australia and South Africa. Prior to joining the Company he held senior positions with PKF (Chartered Accountants) and Indevco Business Consultants.

Bachelor of Accounting Science (Honours), University of South Africa

Member, Institute of Chartered Accountants in Australia

Member, Securities & Derivatives Industry Association

Fellow, Australian Institute of Company Directors

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Brad UsaszHead of Private Wealth Management

Mr Brad Usasz was appointed Divisional Director of the Company’s Private Wealth Management business in 2004. Previously he was a director of ABN AMRO Morgans Property and Investment Banking division, and subsequently head of the fi nancial planning division. He joined Macquarie Bank in 1995 and was responsible for its Queensland stockbroking division until 2004.

He is also a Director of the Securities & Derivatives Industry Association.

Bachelor of Commerce, University of Queensland

Diploma, Financial Services Institute of Australasia

Member, Institute of Chartered Accountants in Australia

Master Stockbroker, Securities & Derivatives Industry Association

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Ian Macoun Managing Director, Pinnacle Investment Management

Mr Ian Macoun has broad investment, fi nancial and business experience including 15 years as CEO / Chief Investment Offi cer of a number of investment management fi rms. He is considered by many to be one of the leaders of the “boutique movement” of fund managers in Australia.

His career to date has included the establishment of a substantial new “boutique” funds management fi rm (Perennial Investment Partners) and building a major new investment corporation (Queensland Investment Corporation).

Bachelor of Commerce, University of Queensland

Master of Financial Management, University of Queensland

Diploma, Financial Services (Financial Planning)

Chartered Financial Analyst

Fellow, Australian Institute of Company Directors

Fellow, Australian Society of Certifi ed Practising Accountants

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Neal McCulloch Chief Financial Offi cer

Mr Neal McCulloch joined the Company in January 2007. He has 25 years experience in fi nance and management positions, most recently as Chief Financial Offi cer of Orrcon Limited, a signifi cant business within the listed Hills Industries Limited group.

Before that, he was Group Financial Controller of Queensland Cotton Holdings Limited, a listed multinational agribusiness and spent 12 years in the audit and corporate services division of KPMG.

Bachelor of Business, Queensland University of Technology

Member, Institute of Chartered Accountants in Australia

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David Groth Head of Equity Capital Markets

Mr David Groth joined the Company’s Corporate Finance team in 1994 after fi ve years with KPMG in Brisbane and Toronto. Since joining the Company, he has held the roles of Head of Research (2000-2005), Head of Institutional Broking (2001-2003) and in 2005 established the Equity Capital Markets group. He is also a director of a number of the Company’s operating subsidiaries and is Chairman of its underwriting committee.

Bachelor of Business, Queensland University of Technology

Graduate Diploma of Applied Finance and Investment, Financial Services Institute of Australasia

Member, Institute of Chartered Accountants in Australia

Member, Financial Services Institute of Australasia

Member, Securities & Derivatives Industry Association

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Stephen Walsh Head of Research

Mr Stephen Walsh joined the Company in 2005 and has 12 years experience in investment markets. He previously led the banking sector research team at Macquarie Bank, where he was a Division Director. Prior to that he was the number one ranked Consumer Analyst in Asia (ex-Japan) and a Director of Research at Indosuez WI Carr.

He spent six years in corporate strategy and consulting roles in London, Hong Kong and Singapore, and has run his own business.

Bachelor of Arts, History, University of Cambridge

Master of Business Administration, Louis Franck Scholar, INSEAD

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“Th e Company continues to recruit in all areas of our business. A focus on employee engagement has resulted in historically low levels of employee turnover.”

Mark BurnsHead of Corporate Finance

Mr Mark Burns joined the Company in May 2007. Previously at Deutsche Bank in its investment banking division, he held the position of Head of the Telecommunications and Media Team in Australia and New Zealand from 1997 to 2000, before becoming Managing Director, Head of e-Business, Australia and New Zealand until mid 2001. From 2001 to 2007 he has managed his own boutique corporate advisory business, TMT Partners.

Bachelor of Arts (Double Major in Accounting & Economics), Macquarie University

Master of Applied Finance, Macquarie University

Diploma, Financial Services Institute of Australasia

Graduate Diploma, Australian Institute of Company Directors

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Duncan Gamble Head of Institutional Sales

Mr Duncan Gamble is Head of Institutional Sales and has been with the Company since 1994. Having managed the operating department in Brisbane, he moved to Sydney to focus on Institutional Sales in 2001, heading the division from 2006.

His key clients are based in Australia and Europe.

Bachelor of Commerce, University of Queensland

Member, Securities & Derivatives Industry Association

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Page 22: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Wilson HTM Investment Group Ltd (the Company) and the entities it controlled at the end of, or during, the year ended 30 June 2007.

The Company listed on the Australian Securities Exchange on 19 June 2007.

Directors The following persons were Directors of Wilson HTM Investment Group Ltd during the whole of the fi nancial year and up to the date of this report:

Mr S M Wilson Mr P P A Harris Mr S M Skala Mr C Darvall Mr G P Lowrey

Mr I H Fraser was appointed a Director on 7 December 2006 and continues in offi ce at the date of this report. Mr W J McLeland was appointed a Director on 9 March 2007 and continues in offi ce at the date of this report.

Mr A W M Grant was a Director from the beginning of the fi nancial year until his resignation on 9 March 2007. Mr D F Cleary was a Director from the beginning of the fi nancial year until his resignation on 7 December 2006.

Information on the qualifi cations and experience of Directors is included in Directors’ Profi les on pages 14 to 15 of this Annual Report.

Principal activities During the year the principal continuing activities of the Group consisted of:

Investment Management (a) managing Specialty Fund investments

(b) developing and operating boutique funds management businesses

(c) providing fi nancial planning and funds management services to Private Wealth Management clients

(d) providing portfolio management services to retail and wholesale clients

(e) investing in selected equity and fund investments as principal

Capital Markets (a) providing equity capital markets and merger and acquisition advisory services

(b) publishing of research on ASX listed entities in the Mid-market

(c) providing full-service stockbroking services to both private and institutional clients

(d) investing in selected equity investments from time to time as principal

A boutique funds management business operation has been added during the current year. There have been no other signifi cant changes in the nature of the principal continuing activities during the year.

Dividends - Wilson HTM Investment Group Ltd Dividends paid to members during the fi nancial year were as follows:

2007$’000

2006$’000

Final ordinary dividend for the year ended 30 June 2006 of $0.05 (2005: $0.04) per fully paid share paid on 8 September 2006 (2005: 28 July 2005)

3,834 2,362

Interim ordinary dividend for the year ended 30 June 2007 of $0.04 (2006: $0.05) per fully paid share paid on 30 January 2007 (2006: 24 January 2006) 3,433 3,527

Special ordinary dividend of $0.08 per fully paid share paid on 5 June 2007 6,434 -

13,701 5,889

On 16 May 2007 the Company undertook a 7.5 : 1 share split and the above dividends per share calculations have been restated using the post-split number of shares. Refer note 30.

Review of operations The consolidated operating profi t after income tax attributable to members was $16.9m (2006: $10.9m).

Review of the operations of the Group is set out in the Managing Director’s Report on pages 9 to 11 of this Annual Report.

Directors’ Report

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Earnings per share 2007 Cents 2006 Cents

(a) Basic earnings per share

Profi t from continuing operations attributable to the ordinary equity holders of the Company 21.8 15.5

(b) Diluted earnings per share

Profi t from continuing operations attributable to the ordinary equity holders of the Company 21.7 15.3

(c) Alternate calculation

2007 alternate basic earnings per share 19.0 n/a

2007 alternate diluted earnings per share 17.5 n/a

Alternate basic earnings per share has been calculated as if the 12,500,000 shares issued at the time of listing had been on issue throughout the entire 2007 fi nancial year, resulting in a total of 95,707,675 shares being used as the denominator, and assuming the net proceeds from the listing achieved a return comparable with the Company’s cost of debt for the year.

Alternate diluted earnings per share is presented after adjusting the number of shares on issue used in the alternate basic calculation for potential ordinary shares, which comprise options on issue numbering 8,250,000. No allowance was made in the calculation for funds to be received in relation to these options. The Directors consider that this earnings per share calculation is more meaningful to current shareholders as it presents the per share earning of the Group consistently with how they will be measured in future periods.

Signifi cant changes in the state of aff airs The Company was listed on the Australian Securities Exchange (ASX) on 19 June 2007. Prior to that date it was an unlisted public company. At that time, the Company issued 12,500,000 fully paid ordinary shares at $2.00 each. The net proceeds of the issue were used to reduce drawings under debt funding facilities.

Matters subsequent to the end of the fi nancial year There has not arisen in the interval between the end of fi nancial year and the date of this report, any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to signifi cantly aff ect:

(a) the Group’s operations in future fi nancial years, or

(b) the results of those operations in future fi nancial years, or

(c) the Group’s state of aff airs in future fi nancial years.

Likely developments and expected results of operations The consolidated entity will continue to pursue its policy of increasing its presence in Investment Management and Capital Markets in Australia during the next fi nancial year.

Environmental regulation The Group is not aff ected by any signifi cant environmental regulation in respect of its operations.

Company Secretary The Company Secretary is Mr I W Harrison B Bus (Acc), FCPA, CSA (Affi liate). Mr Harrison was appointed to the position of Company Secretary in 1996 and has worked for the Company for 15 years. He has 28 years experience in the accounting and fi nance industries.

Meetings of Directors The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2007, and the numbers of meetings attended by each Director were:

Meetings of committees

Full meetings of DirectorsNominations and Corporate

GovernanceAudit Compliance & Risk

Management Remuneration

A B A B A B A B

Mr S M Wilson 13 14 3 3

Mr P P A Harris 12 14 1 1 5 5

Mr S M Skala 8 14 3 3 5 5

Mr C Darvall 9 14 8 8

Mr G P Lowrey 13 14

Mr I H Fraser 9 9 4 4

Mr W J McLeland 5 8 3 3 1 2

Mr A W M Grant 6 6 3 3

Mr D F Cleary 5 5 2 2 4 4

A = Number of meetings attended

B = Number of meetings held during the time the Director held offi ce or was a member of the committee during the year

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Remuneration ReportThe remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration

B Details of remuneration

C Service agreements

D Share-based compensation

E Additional information.

The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the fi nancial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited.

A Principles used to determine the nature and amount of remuneration (audited) The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market practice for delivery of reward. The Board ensures that executive reward satisfi es the following key criteria for good reward governance practices:

• competitiveness and reasonableness

• acceptability to shareholders

• performance linkage / alignment of executive compensation

• transparency

• capital management.

The Group has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation.

Alignment to shareholders’ interests:

• has economic profi t as a core component of plan design

• focuses on sustained growth in shareholder wealth, as well as focusing the executive on key non-fi nancial drivers of value

• attracts and retains high calibre executives.

Alignment to program participants’ interests:

• rewards capability and experience

• refl ects competitive reward for contribution to growth in shareholder wealth

• provides a clear structure for earning rewards

• provides recognition for contribution.

The framework provides a mix of fi xed and variable pay, and a blend of short and long-term incentives. As executives gain seniority with the group, the balance of this mix shifts to a higher proportion of ‘’at risk’’ rewards.

The Board has established a Remuneration Committee which provides advice on remuneration and incentive policies and practices and specifi c recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and non-executive directors. The Corporate Governance Statement provides further information on the role of this committee.

Non-executive Directors

Fees and payments to non-executive Directors refl ect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors’ fees and payments are reviewed annually by the Board. The Executive Chairman does not receive fees in his capacity as Chairman. Mr C Darvall receives no fees, as he is an executive offi cer and representative of Deutsche Bank Australia which is a shareholder in the Company.

Non-executive Directors are eligible to participate in the Employee Option Share Plan.

Directors’ fees

Non-executive Directors (excluding Mr C Darvall) are paid an annual fee for their service on the Board. Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $600,000 per annum and was approved by shareholders at the Annual General Meeting on 24 October 2006. The current base remuneration was last reviewed with eff ect from 1 March 2007. Non-executive Directors who chair, or are a member of, a committee receive additional yearly fees.

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From 1 March 2007From 1 July 2006 to

28 February 2007

Base fees

Chairman $Nil $Nil

Other non-executive Directors $75,000 $75,000

Additional fees

Audit Compliance and Risk Management Committee – Chairman $10,000 $10,000

Audit Compliance and Risk Management Committee – Member $5,000 $5,000

Nomination and Corporate Governance Committee – Chairman $Nil $Nil

Nomination and Corporate Governance Committee – Member $5,000 $5,000

Remuneration Committee – Chairman $10,000 $10,000

Remuneration Committee – Member $5,000 $5,000

Retirement allowances for Directors

The Company does not provide for retirement allowances for Directors, in line with recent guidance on non-executive Directors’ remuneration. Superannuation contributions required under the Australian superannuation guarantee legislation continue to be made and are deducted from the Directors’ overall fee entitlements.

Executive pay

The executive pay and reward framework has three components:

• base pay and benefi ts, including superannuation

• short term performance incentives, and

• long term incentives through participation in the Equity Participation Plan or the Employee Option Share Plan.

The combination of these comprises the executive’s total remuneration.

Base pay

Structured as a total employment cost package which may be delivered as a combination of cash and prescribed non fi nancial benefi ts.

Executives are off ered a competitive base pay that comprises the fi xed component of pay and rewards. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion.

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

Short term incentives

If the Group achieves a pre determined profi t target, a short term incentive (STI) pool is available to executives during the annual review. Cash incentives (bonuses) are payable after conclusion of the fi nancial year. Using a profi t target ensures variable reward is available when value has been created for shareholders and when profi t is consistent with the business plan. The incentive pool is leveraged for performance above the threshold to provide an incentive for executive outperformance.

Each executive has a target STI opportunity depending on the accountabilities of the role and impact on the organisation or business unit performance.

The Board sets appropriate targets and key performance indications (KPIs) for the Executive Chairman, who in turn sets appropriate targets and KPIs for the Managing Director, who in turn sets appropriate targets and KPIs for his direct reports to link the STI plan and the level of payout if targets are met. This includes setting any maximum payout under the STI plan, and minimum levels of performance to trigger payment of STI.

For the year ended 30 June 2007, the KPIs linked to STI plans were based on Group, individual business and personal objectives. The KPIs required performance in achieving specifi c targets in relation to fi nancial and non fi nancial measures linked to drivers of performance in current and future reporting periods.

The Remuneration Committee is responsible for assessing whether the Executive Chairman’s KPIs are met. To help make this assessment, the committee receives detailed reports on performance.

The short term bonus payments may be adjusted up or down in line with under or over achievement against the target performance levels. This is at the discretion of the Remuneration Committee.

The STI target annual payment is reviewed annually.

Long term incentives

Long term incentives are provided to certain employees via the Equity Participation Plan and / or the Employee Option Share Plan (see page 27 for further information).

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B Details of remuneration (audited)Amounts of remuneration

Details of the remuneration of the Directors and the key management personnel (as defi ned in AASB 124 Related Party Disclosures) of Wilson HTM Investment Group Ltd are set out in the following tables.

The key management personnel of the Group are the Directors of Wilson HTM Investment Group Ltd (see pages 14 and 15) and those executives that report directly to the Managing Director being:

• M A Burns – Head of Corporate Finance (from 11 May 2007)

• D D G Gamble – Head of Institutional Sales

• D N Groth – Head of Equity Capital Markets

• A Ihlenfeldt – Chief Operating Offi cer

• S J Keyser – Head of Corporate Finance (to 10 May 2007)

• N A McCulloch – Chief Financial Offi cer (from 8 January 2007)

• B J Usasz – Head of Private Wealth Management

• M S Walsh – Head of Research

• I Macoun – Chairman and Managing Director of Pinnacle Investment Management Limited

Key management personnel and other executives of Wilson HTM Investment Group Ltd

Short-term employee benefi ts Post-employment benefi ts

Share-based payments - audited Not Audited

Name

Cashsalary and

fees$

Cashbonus

(STI)$

Nonmonetary

benefi ts$

Super-annuation

$

Retirement benefi ts

$

Options & rights

(LTI)$

Total$

Portion of remuneration performance

related - STI%

Portion of remuneration performance

related - LTI%

Portion of STI vested

%

Directors

Non-executive Directors

C Darvall 2007 - - - - - 5,800 5,800 -% 100% -%

2006 - - - - - - - -% -% -%

IH Fraseri 2007 25,138 - - 35,662 - 2,900 63,700 -% 5% -%

2006 - - - - - - - -% -% -%

PPA Harris 2007 58,362 - - 30,000 - 5,800 94,162 -% 6% -%

2006 45,075 - - - - - 45,075 -% -% -%

WJ McLelandii 2007 25,995 - - 2,340 - 2,900 31,235 -% 9% -%

2006 - - - - - - - -% -% -%

SM Skala 2007 - - - 86,667 - 5,800 92,467 -% 6% -%

2006 - - - 37,500 - - 37,500 -% -% -%

DF Clearyiii 2007 41,047 - - 3,694 - - 44,741 -% -% -%

2006 41,017 - - 3,983 - - 45,000 -% -% -%

Executive Directors

SM Wilson 2007 316,535 1,152,750 9,354 113,387 - 20,300 1,612,326 71% 1% 100%

2006 279,417 798,000 - 100,587 - - 1,178,004 68% -% 100%

GP Lowrey 2007 362,641 830,036 (1,691) 76,987 - 37,495 1,305,468 64% 3% 100%

2006 294,649 726,888 - 42,006 - 17,123 1,080,666 67% 2% 100%

Former Executive Directors

AWM Grantiv 2007 183,500 455,959 (740) 57,556 - 2,900 699,175 65% -% 100%

2006 186,629 201,694 - 31,457 - - 419,780 48% -% 100%

NE Schaferv 2007 - - - - - - - -% -% -%

2006 166,380 400,000 - 12,085 - - 578,465 69% -% -%

MD Tynanvi 2007 - - - - - - - -% -% -%

2006 79,589 482,784 - 113,135 - - 675,508 -% -% 100%

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Short-term employee benefi ts Post-employment benefi ts

Share-based payments - audited Not Audited

Name

Cashsalary and

fees$

Cashbonus

(STI)$

Nonmonetary

benefi ts$

Super-annuation

$

Retirement benefi ts

$

Options & rights

(LTI)$

Total$

Portion of remuneration performance

related - STI%

Portion of remuneration performance

related - LTI%

Portion of STI vested

%

Key Management Personnel

Current

MA Burnsvii 2007 42,697 - - 4,223 - 14,500 61,420 -% 24% -%

2006 - - - - - - - -% -% -%

DDG Gamble 2007 258,179 1,049,178 (3,118) 12,088 - 44,650 1,360,977 77% 3% 100%

2006 197,531 866,589 - 25,684 - 17,123 1,106,927 78% 2% 100%

DN Groth 2007 257,405 394,720 (13,744) 37,320 - 31,695 707,396 56% 4% 100%

2006 241,897 564,405 - 48,989 - 17,123 872,414 65% 2% 100%

A Ihlenfeldt 2007 242,078 363,097 (20) 49,506 - 31,695 686,356 53% 5% 100%

2006 199,563 366,968 - 60,032 - 17,123 643,686 57% 3% 100%

SJ Keyserviii 2007 256,390 1,284,894 (15,332) 49,895 - 28,795 1,604,642 80% 2% 100%

2006 235,045 1,259,404 - 40,861 - 17,123 1,552,433 81% 1% 100%

I Macounxi 2007 179,664 - 2,961 16,170 - 11,600 210,395 -% 6% 100%

2006 - - - - - - - -% -% -

NA McCullochix 2007 79,687 54,931 3,413 13,924 - 4,350 156,305 35% 3% 100%

2006 - - - - - - - -% -% -%

BJ Usasz 2007 238,503 392,250 3,040 46,465 - 31,695 711,953 55% 4% 100%

2006 226,888 412,839 - 45,521 - 17,123 702,371 59% 2% 100%

MS Walsh 2007 242,078 587,310 1,162 60,009 - 44,650 935,209 63% 5% 100%

2006 184,145 366,968 - 45,857 - - 596,970 61% -% 100%

Former

A Hendersonx 2007 - - - - - - - -% -% -%

2006 123,903 - - 9,618 - - 133,521 -% -% -%

Total compensation: key management personnel (Consolidated)

2007 2,630,236 6,565,125 (17,677) 679,703 - 315,925 10,173,312 65% 3% -%

2006 2,501,728 6,446,539 - 617,316 - 102,740 9,668,322 67% 1% -%

Total compensation: key management personnel (Company)

2007 1,013,219 2,438,745 6,923 406,293 - 83,895 3,949,074 62% 2% -%

2006 1,092,756 2,609,366 - 340,754 - 17,123 4,059,998 64% -% -%

(i) IH Fraser was appointed as a Director on 7 December 2006.

(ii) WJ McLeland was appointed as a Director on 9 March 2007.

(iii) DF Cleary resigned as a Director on 7 December 2006.

(iv) AWM Grant resigned as a Director on 9 March 2007. He continues with the Group as an institutional advisor.

(v) NE Schafer resigned as a Director on 2 January 2006.

(vi) MD Tynan resigned as a Director on 28 February 2006. He continues with the Group as a PWM advisor.

(vii) MA Burns joined the Group on 11 May 2007.

(viii) SJ Keyser stepped down from the position of Head of Corporate Finance on 10 May 2007. He continues with the Group as a Corporate Finance Executive.

(ix) NA McCulloch joined the Group on 8 January 2007.

(x) A Henderson resigned from the Group on 14 February 2006.

(xi) I Macoun joined the Group on 25 August 2006.

The Directors are the only offi cers of the Company requiring disclosure.

STI is a combination of an amount based on achievement of KPIs and a discretionary amount. The portion vested above represents 100% of that combined amount.

Non monetary benefi ts represents movement in accrued annual leave.

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C Service agreements (audited)On appointment to the Board, new Directors are provided with a letter of appointment setting out the Company’s expectations, their responsibilities, rights and the terms and conditions of their employment. All new Directors participate in a review program which covers the operation of the Board and its committees and fi nancial, strategic, operations and risk management issues.

Remuneration and other terms of employment for the Executive Chairman, Managing Director and key management personnel are also formalised in service agreements. Each of these agreements provide for the provision of performance related cash bonuses, other benefi ts including participation, when eligible, in the Employee Option Share Plan. Other major provisions of the agreements relating to remuneration are set out below.

All contracts with executives may be terminated early by either party with one month’s notice, subject to termination payments as detailed below.

S M Wilson, Executive Chairman

• Term of agreement – on going, commencing 1 July 2003.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $340,000, to be reviewed annually by the Remuneration Committee.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

G P Lowrey, Managing Director

• Term of agreement – on going, commencing 9 February 2006.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $365,000, to be reviewed annually by the Executive Chairman.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

A Ihlenfeldt, Chief Operating Offi cer

• Term of agreement – on going, commencing 1 July 2003.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $260,000, to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

I Macoun, Chairman and Managing Director of Pinnacle Investment Management Limited (from 25 August 2006)

• Term of agreement – on going, commencing 25 August 2006.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $230,000 (pro rata), to be reviewed annually by the Pinnacle Investment Management Pty Limited Board.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

N A McCulloch, Chief Finance Offi cer

• Term of agreement – on going, commencing 8 January 2007.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $200,000 (pro rata), to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

DDG Gamble, Head of Institutional Sales

• Term of agreement – on going, commencing 23 February 2006.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $260,000, to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

D N Groth, Head of Equity Capital Markets

• Term of agreement – on going, commencing 1 July 2005.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $260,000, to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

S J Keyser, Head of Corporate Finance (to 10 May 2007)

• Term of agreement – on going, commencing 13 February 2006.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $260,000, to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

M A Burns, Head of Corporate Finance (from 11 May 2007)

• Term of agreement – on going, commencing 14 May 2007.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $350,000 (pro rata), to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

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B J Usasz, Head of Private Wealth Management

• Term of agreement – on going, commencing 1 October 2004.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $260,000, to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

M S Walsh, Head of Research

• Term of agreement – on going, commencing 19 September 2005.

• Base salary, inclusive of superannuation, for the year ended 30 June 2007 of $260,000, to be reviewed annually by the Managing Director.

• Payment of a termination benefi t on termination by the Company, other than for gross misconduct, equal to 1 month base salary.

D Share-based compensation (audited)Options

Options over shares in Wilson HTM Investment Group Ltd are granted under the Wilson HTM Investment Group Employee Option Share Plan (EOSP) which was approved by shareholders at the 20 April 2007 general meeting. The EOSP is designed to provide long term incentives for executives to deliver long term shareholder returns. Under the plan, participants are granted options which only vest if the employees are still employed by the Group at the end of the vesting period. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefi ts.

Rights

Rights to shares in Wilson HTM Investment Group Ltd are off ered to eligible executives under the Equity Participation Plan (EPP). The EPP was established by the Company in 2006 to provide equity incentives to selected executives by providing shares paid for by the provision of an interest free, non-recourse loan, in trust, subject to service and performance conditions. All performance conditions have been deemed by the Board to have been met and no longer apply as of 4 April 2007.

No further off ers are proposed under this plan.

The terms and conditions of each grant of options or rights aff ecting remuneration in the previous, this or future reporting periods are as follows:

Grant date Category Expiry date Exercise price Number of rights / options

8 March 2006 Rights 28 / 02 / 2011 $0.67 1,500,000

20 November 2006 Rights 15 / 11 / 2011 $0.89 2,197,500

14 May 2007 Options 11 / 05 / 2011 $1.33 8,250,000

Options granted under the EOSP carry no dividend or voting rights. Rights granted under the EPP carry full dividend rights.

Details of options and rights over ordinary shares in the Company provided as remuneration to each Director of Wilson HTM Investment Group Ltd and each of the key management personnel of the Group are set out below. When exercisable, each option is convertible into one ordinary share of Wilson HTM Investment Group Ltd. Further information on the options and rights is set out in note 45 to the fi nancial statements.

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NameNumber of options / rights granted

during the yearNumber of options / rights vested

during the year

2007 2006 2007 2006

Non-executive directors of Wilson HTM Investment Group Ltd

C Darvall 150,000 - - -

I H Fraser 75,000 - - -

P P A Harris 150,000 - - -

W J McLeland 75,000 - - -

S M Skala 150,000 - - -

Executive directors of Wilson HTM Investment Group Ltd

S M Wilson 525,000 - - -

G P Lowrey 637,500 150,000 - -

Former executive directors of Wilson HTM Investment Group Ltd

D F Cleary - - - -

A W M Grant 75,000 - - -

M D Tynan - - - -

Key management personnel of the Group

M A Burns 375,000 - - -

D D G Gamble 712,500 150,000 - -

D N Groth 487,500 150,000 - -

A Ihlenfeldt 487,500 150,000 - -

S J Keyser 412,500 150,000 - -

I Macoun 300,000 - - -

N A McCulloch 112,500 - - -

B J Usasz 487,500 150,000 - -

M S Walsh 712,500 - - -

The assessed fair value at grant date of rights or options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are independently determined using a Black Scholes option pricing model that takes into account the exercise price, the term of the right or option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the right or option.

The model inputs for options granted during the year ended 30 June 2007 included:

(a) options are granted for no consideration and vest based on the service conditions set out on page 27. Vested options are exercisable for a period of one year after vesting

(b) exercise price: $1.33

(c) grant date: 14 May 2007

(d) expiry date: 11 May 2011

(e) share price at grant date: $0.85

(f) expected price volatility of the Company’s shares: 30%

(g) expected dividend yield: 6%

(h) risk free interest rate: 6.16%.

No options were exercised during the period.

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The model inputs for rights granted during the year ended 30 June 2007 included:

(a) interests are granted for consideration of $0.89 (2006 – $0.67) per share, have a three year life, and 33% of each tranche vests and is exercisable after each of the three vesting periods

(b) exercise price: $0.89 (2006 – $0.67)

(c) grant date: 20 November 2006 (2006 – 8 March 2006)

(d) share price at grant date: $0.89 (2006 – $0.67)

(e) expected price volatility of the Company’s shares: 15.8% (2006 – 16.3%)

(f) expected dividend yield: 7.0% (2006 – 7.0%)

(g) risk free interest rate: 5.91% (2006 – 5.33%).

The rights granted under the scheme are treated as an equity-settled share-based payment. The accounting treatment is to expense the fair value of the interest over the vesting period with a corresponding increase in share-based payments equity reserve.

Shares provided on exercise of remuneration options

Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each Director of Wilson HTM Investment Group Ltd and other key management personnel of the Group are set out below.

E Additional information - unaudited

Options and / or rights

Name Year granted First exercise date Last exercise dateMinimum total value of

grant yet to vest $Maximum total value of grant yet to vest $

Non-executive directors

C Darvall 2007 11 May 2008 11 May 2011 0 5,800

I H Fraser 2007 11 May 2008 11 May 2011 0 2,900

P P A Harris 2007 11 May 2008 11 May 2011 0 5,800

W J McLeland 2007 11 May 2008 11 May 2011 0 2,900

S M Skala 2007 11 May 2008 11 May 2011 0 5,800

Executive directors of Wilson HTM Investment Group Ltd

S M Wilson 2007 11 May 2008 11 May 2011 0 20,300

G P Lowrey 2007 20 November 2008 15 November 2011 0 17,195

2007 11 May 2008 11 May 2011 0 20,300

2006 8 March 2008 28 February 2011 0 17,123

Former executive directors of Wilson HTM Investment Group Ltd

A W M Grant 2007 11 May 2008 11 May 2011 0 2,900

Key management personnel of the Group

A Ihlenfeldt 2007 20 November 2008 15 November 2011 0 17,195

2007 11 May 2008 11 May 2011 0 14,500

2006 8 March 2008 28 February 2011 0 17,123

M A Burns 2007 11 May 2008 11 May 2011 0 14,500

D D G Gamble 2007 20 November 2008 15 November 2011 0 22,900

2007 11 May 2008 11 May 2011 0 21,750

2006 8 March 2008 28 February 2011 0 17,123

D N Groth 2007 20 November 2008 15 November 2011 0 17,195

2007 11 May 2008 11 May 2011 0 14,500

2006 8 March 2008 28 February 2011 0 17,123

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Options and / or rights

Name Year granted First exercise date Last exercise dateMinimum total value of

grant yet to vest $Maximum total value of grant yet to vest $

S J Keyser 2007 20 November 2008 15 November 2011 0 17,195

2007 11 May 2008 11 May 2011 0 11,600

2006 8 March 2008 28 February 2011 0 17,123

I Macoun 2007 11 May 2008 11 May 2011 0 11,600

N A McCulloch 2007 11 May 2008 11 May 2011 0 4,350

B J Usasz 2007 20 November 2008 15 November 2011 0 17,195

2007 11 May 2008 11 May 2011 0 14,500

2006 8 March 2008 28 February 2011 0 17,123

M S Walsh 2007 20 November 2008 15 November 2011 0 22,900

2007 11 May 2008 11 May 2011 0 21,750

Share-based compensation: Options

Further details relating to options are set out below.

A B C D E

NameRemuneration

consisting of optionsValue at grant date

$Value at exercise date

$Value at lapse date

$Total of columns B-D

$

Executive directors of Wilson HTM Investment Group Ltd

S M Wilson 1% 20,300 - - 20,300

G P Lowrey 3% 37,495 - - 37,495

Former executive directors of Wilson HTM Investment Group Ltd

A W M Grant 1% 2,900 - - 2,900

Key management personnel of the Group

A Ihlenfeldt 5% 31,695 - - 31,695

M A Burns 24% 14,500 - - 14,500

D D G Gamble 9% 44,650 - - 44,650

D N Groth 4% 31,695 - - 31,695

S J Keyser 2% 28,795 - - 28,795

I Macoun 6% 11,600 - - 11,600

N A McCulloch 3% 4,350 - - 4,350

B J Usasz 5% 31,695 - - 31,695

M S Walsh 5% 44,650 - - 44,650

A = The percentage of the value of remuneration consisting of options, based on the value of options expensed during the current year.

B = The value at grant date calculated in accordance with AASB 2 share-based payment of options granted during the year as part of remuneration.

C = The value at exercise date of options that were granted as part of remuneration and were exercised during the year, being the intrinsic value of the options at that date.

D = The value at lapse date of options that were granted as part of remuneration and that lapsed during the year.

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Shares under optionUnissued ordinary shares of Wilson HTM Investment Group Ltd under option at the date of this report are as follows:

Date options granted Expiry date Exercise price of shares Number under option

14 May 2007 11 May 2011 $1.33 8,250,000

No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

Insurance of offi cersDuring the fi nancial year, a controlled entity of Wilson HTM Investment Group Ltd paid a premium to insure certain offi cers of the Company and related bodies corporate. The insured liabilities exclude conduct involving a wilfull breach of duty or improper use of information or position to gain personal advantage. The contract prohibits the disclosure of the premium paid.

The offi cers of the Company covered by the insurance policy include the Directors and Secretaries, and other offi cers who are Directors or Secretaries of controlled entities, who are not also Directors or Secretaries of Wilson HTM Investment Group Ltd. This policy also covers the Key Management Personnel of the Group.

Non-audit servicesThe Company may decide to employ the Auditor on assignments additional to their statutory audit duties where the Auditor’s expertise and experience with the Company and / or the Group are important.

Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for audit and non-audit services provided during the year are set out below.

The Board of Directors has considered the position and, in accordance with the advice received from the Audit Compliance and Risk Management Committee, is satisfi ed that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfi ed that the provision of non-audit services by the Auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services have been reviewed by the Audit Compliance and Risk Management Committee to ensure they do not impact the impartiality and objectivity of the Auditor

• none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the Auditor’s own work, acting in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.

During the year the following fees were paid or payable for services provided by the Auditor of the parent entity, its related practices and non related audit fi rms:

Consolidated

2007$

2006$

Assurance services

Audit services

PricewaterhouseCoopers Australian fi rm:

Audit and review of fi nancial reports and other audit work under the Corporations Act 2001 230,000 110,000

Audit of fi nancial reports of managed investment schemes 65,700 84,000

Total remuneration for audit services 295,700 194,000

Other assurance services

PricewaterhouseCoopers Australian fi rm:

Audit of regulatory returns 67,350 65,000

Investigating accountants report 187,500 -

Audit of compliance plan 25,000 24,000

AIFRS accounting services - 37,500

Hyperion AGS1026 controls report 17,500 -

Non-PricewaterhouseCoopers audit fi rm 5,306 4,814

Total remuneration for other assurance services 302,656 131,314

Total remuneration for assurance services 598,356 325,314

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Consolidated

2007$

2006$

Taxation services

PricewaterhouseCoopers Australian fi rm:

Tax compliance services, including review of company income tax returns 139,235 58,007

Total remuneration for taxation services 139,235 58,007

Advisory services

PricewaterhouseCoopers Australian fi rm:

Other advisory services 176,324 185,707

Non-PricewaterhouseCoopers fi rm 104,384 4,031

Total remuneration for advisory services 280,708 189,738

Auditor’s Independence DeclarationA copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 33.

Rounding of amountsThe Company is of a kind referred to in Class Order 98 / 100, issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off ’’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.

AuditorPricewaterhouseCoopers continues in offi ce in accordance with section 327 of the Corporations Act 2001.

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

Mr S M WilsonEXECUTIVE CHAIRMANWILSON HTM INVESTMENT GROUP LTD

Sydney 28 August 2007

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Auditor’s Independence Declaration

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Corporate Governance

The Board is committed to achieving and demonstrating high standards of corporate governance to ensure it meets the interests of shareholders.

The relationship between the Board and senior management is critical to the Company’s long term success. The Directors are responsible to the shareholders for the performance of the Company and seek to direct the Company in the interests of the shareholders and of the Company as a whole.

Day to day management of the Company and the implementation of the corporate strategy and policy initiatives are delegated by the Board to the Managing Director as set out in the Company’s Board Charter. These delegations are reviewed on an annual basis.

A description of the Company’s main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year.

1. Th e Board of Directors Details of the Directors (their experience, expertise, qualifi cations, term of offi ce and independence status) are set out on pages 14 and 15. Currently the Board consists of fi ve non-executive Directors (three of whom are considered independent under the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations (ASX Principles)) and two Executive Directors. The Board operates in accordance with the principles set out in its charter, which is available from the corporate governance information section of the Company website at www.wilsonhtm.com.au. The charter details the Board’s composition and responsibilities.

The charter provides:

• (board composition): the Board is to be comprised of at least half non-executive and at least two independent directors (as defi ned in the ASX Principles) having a mix of complementary skills and experience. The Company does not comply with ASX Principles 2.1 and 2.2. The Chairman is appointed by the Board. The Chairman and a majority of Directors are not independent. The Board has determined that the Executive Chairman is the appropriate person to lead the governance of the organisation and that the Board as constituted, notwithstanding non-compliance with the ASX Principles 2.1 and 2.2, has the appropriate mix of skills and experience for the Company.

• (term): Directors (other than the Managing Director) must retire from offi ce (and may seek re-election) no later than the third annual general meeting following their last election. Deutsche Australia Limited, as the major shareholder, is entitled under the Constitution to appoint a number of Directors based on the percentage of shares held (currently two Directors). The Deutsche Bank Limited appointed Directors are required to seek re-election.

• (responsibilities): the responsibilities of the Board include providing a strategic direction for the Company, approving business plans and budgets and major capital expenditure initiatives, monitoring fi nancial and operational performance and management practices, and appointment and assessment of the Chairman and Managing Director.

Specifi cally, the Chairman is responsible for leading the Board, ensuring Directors are properly briefed, facilitating Board discussions and working with the Board and Managing Director to grow the sustainable per share value of the business. The Managing Director is responsible for implementing company strategies and policies. The Board charter requires that the role of Chairman and Managing Director be undertaken by separate people.

• (non-executive and independent directors): The Board has adopted test of Director independence as set out in the ASX Principles. The independent Directors are Ian Fraser, Warren McLeland and Paul Harris. The fi ve non-executive Directors meet prior to each board meeting, without the Executive Directors or management to discuss the operation of the Board and other matters. Relevant matters arising from these meetings are tabled with the full Board.

• (management representations): the Managing Director and Chief Financial Offi cer make representations that the Company’s fi nancial reports are complete and present a true and fair view, in all material respects, of the fi nancial condition and operational results of the Company and are in accordance with relevant accounting standards (as founded on a sound system of risk management and internal compliance and control).

• (confl icts, advice and assessment): Directors are required to declare any confl icts of interests and where deemed necessary not participate in any discussions or any decisions relating to the confl ict. Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company’s expense. The Board undertakes assessment of its collective performance, the performance of the Chairman and of its committees. This appraisal process is facilitated by an independent third party.

2. Board Commitees The Board has established three committees to assist in the execution of its duties and to allow more detailed consideration of complex issues. Current committees of the Board are:

• Nominations and Corporate Governance

• Remuneration

• Audit Compliance and Risk Management

Each is comprised of a majority of non-executive Directors. The committee structure and membership is reviewed on an annual basis.

Each committee has its own written charter setting out its role and responsibilities, composition, structure, membership requirements and the manner in which the committee is to operate (available on the company website). Matters determined by committees are submitted to the full Board as recommendations for Board decisions. Details of these Directors’ qualifi cations and attendance at committee meetings are set out in the Directors’ Report on pages 20-32.

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2.1 Nominations and Corporate Governance Committee The Nominations and Corporate Governance Committee consists of S M Wilson (Chairman), S M Skala and P P A Harris.

The role of the committee is to identify and assess new directors and review and maintain the corporate governance practices of the Company.

2.2 Remuneration Committee The Remuneration Committee consists of P P A Harris (Chairman), S M Skala and W J McLeland (appointed 9 March 2007). The role of the committee is to ensure that there are remuneration policies and practices to attract and retain executives and directors. Details of Director remuneration are set out in the Directors’ Report commencing on page 22.

2.3 Audit Compliance and Risk Management Committee The Audit Compliance and Risk Management Committee consisted during the year of I H Fraser (Chairman appointed 7 December 2006), C Darvall, W J McLeland (appointed 9 March 2007) and D F Cleary (resigned 7 December 2006). The role of the committee is to advise on the establishment and maintenance of a framework of internal control and appropriate ethical standards. The committee has appropriate fi nancial expertise and all members are fi nancially literate and have an appropriate understanding of the industry in which the Company operates. The Audit Committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.

3. External Auditors The Company policy is to appoint external auditors who demonstrate quality and independence. The performance of the external auditor is reviewed annually and appointments made as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. PricewaterhouseCoopers (appointed in 2002) is the Company’s auditor. It is PricewaterhouseCoopers policy to rotate audit engagement partners on listed companies at least every fi ve years.

An analysis of fees paid to the external auditors, including a break down of fees for non-audit services, is provided in the Directors’ Report and in the fi nancial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Audit Compliance and Risk Management Committee.

The external auditor will attend the Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

4. Risk Assessment and Management The Board, through the Audit Compliance and Risk Management Committee, is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company policies are designed to ensure strategic, operational, legal, reputation and fi nancial risks are identifi ed and assessed eff ectively, and effi ciently managed to enable achievement of the Company’s business objectives.

Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of Conduct (see below) is required at all times and the Board actively promotes a culture of quality and integrity.

5. Code of ConductThe Company has developed a statement of values and a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all Directors and employees. The Code refl ects the high standards of behaviour and professionalism expected of Directors and employees and the practices necessary to maintain confi dence in the Company’s integrity. The Code requires that at all times all Company personnel act with the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and Company policies.

The purchase and sale of Company securities by directors and employees is only permitted during the six week periods following the release of the half-yearly and annual fi nancial results to the market and Annual General Meeting. Any transactions undertaken must be pre-approved. Details of the Code and the trading policy are available on the Company’s website.

6. Continuous DisclosureThe Company has written policies and procedures to refl ect its continuous disclosure obligations. These procedures also promote communication with shareholders and encourage eff ective participation at general meetings. A summary of these policies and procedures is available on the Company’s website. All information disclosed to the ASX is posted on the Company’s web site after it is disclosed to the ASX.

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ASX Corporate Governance Council Best Practice Recommendations

For the year ended 30 June 2007

ASX Principle Comply / Non-comply

Principle 1: Lay solid foundations for management and oversight

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

Comply

Principle 2: Structure the board to add value

2.1 A majority of the board should be independent directors. Non-comply (refer paragraph 1 – Board Composition)

2.2 The chairperson should be an independent director. Non-comply (refer paragraph 1 – Board Composition)

2.3 The roles of chairperson and chief executive offi cer should not be exercised by the same individual.

Comply

2.4 The board should establish a nominations committee. Comply

2.5 Provide the information indicated in Guide to reporting on Principle 2 in the Corporate Governance section of the annual report.

Comply

Principle 3: Promote ethical and responsible decision-making

3.1 Establish a code of conduct to guide the directors, the chief executive offi cer (or equivalent), the chief fi nancial offi cer (or equivalent) and any other key executive as to:

Comply

3.1.1 the practices necessary to maintain confi dence in the Company’s integrity

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

3.2 Disclose the policy concerning trading in company securities by directors, offi cers and employees.

Comply

3.3 Provide the information indicated in Guide to reporting on Principle 3. Comply

Principle 4: Safeguard integrity in fi nancial reporting

4.1 Require the Chief Executive Offi cer (or equivalent) and the Chief Financial Offi cer (or equivalent) to state in writing to the board that the Company’s fi nancial reports present a true and fair view, in all material respects, of the Company’s fi nancial condition and operational results and are in accordance with relevant accounting standards.

Comply

4.2 The board should establish an audit committee. Comply

4.3 Structure the audit committee so that it consists of:

• only non-executive directors Comply

• a majority of independent directors Comply

• an independent chairperson, who is not chairperson of the board Comply

• at least three members. Comply (became compliant from 9 March 2007)

4.4 The audit committee should have a formal charter. Comply

4.5 Provide the information indicated in Guide to reporting on Principle 4 Comply

Principle 5: Make timely and balanced disclosure

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

Comply

5.2 Provide the information indicated in Guide to reporting on Principle 5. Comply

Principle 6: Respect the rights of shareholders

Corporate Governance- Continued

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6.1 Design and disclose a communications strategy to promote eff ective communication with shareholders and encourage eff ective participation at general meetings.

Comply

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

Comply

Principle 7: Recognise and manage risk

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

Comply

7.2 The Chief Executive Offi cer (or equivalent) and the Chief Financial Offi cer (or equivalent) should state to the board in writing that:

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

Comply

7.2.2 the Company’s risk management and internal compliance and control system is operating effi ciently and eff ectively in all material respects.

Comply

7.3 Provide the information indicated in Guide to reporting on Principle 7. Comply

Principle 8: Encourage enhanced performance

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

Comply

Principle 9: Remunerate fairly and responsibly

9.1 Provide disclosure in relation to the Company’s remuneration policies to enable investors to understand (i) the costs and benefi ts of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance.

Comply

9.2 The board should establish a remuneration committee. Comply

9.3 Clearly distinguish the structure of non-executive directors’ remuneration from that of executives.

Comply

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

Comply

9.5 Provide the information indicated in Guide to reporting on Principle 9. Comply

Principle 10: Recognise the legitimate interests of stakeholders

10.1 Establish and disclose a code of conduct to guide compliance with legal and other obligations.

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Financial Statements

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Contents page

01 Income statements 40

02 Balance sheets 41

03 Statements of changes in equity 42

04 Cash fl ow statements 43

05 Notes to the fi nancial statements 45

06 Directors’ Declaration 92

07 Independent Auditor’s Report to the members 93

This fi nancial report covers both Wilson HTM Investment Group Ltd as an individual entity and the consolidated entity consisting of Wilson HTM Investment Group Ltd and its subsidiaries. The fi nancial report is presented in Australian currency.

Wilson HTM Investment Group Ltd is a company limited by shares, incorporated and domiciled in Australia. Its registered offi ce and principal place of business is:

Wilson HTM Investment Group LtdLevel 38, 71 Eagle StreetBrisbane QLD 4000.

A description of the nature of the consolidated entity’s operations and its principal activities is included in the Directors’ Report commencing on page 20, both of which are not part of this fi nancial report.

The fi nancial report was authorised for issue by the Directors on 28 August 2007.

Through the use of the internet, we have ensured that our corporate reporting is timely, complete, and available globally at minimum cost to the Company. All press releases, fi nancial reports and other information are available at the Investor Relations page on our website:

www.wilsonhtm.com.au

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Consolidated Parent

2007 2006 2007 2006

Notes $’000 $’000 $’000 $’000

Revenue from continuing operations 5 125,089 91,838 9,872 5,287

Other income 6 6,617 2,220 6,299 1,108

Employee benefi ts expense (32,017) (24,180) (88) (79)

Commissions and incentives expense (45,247) (31,506) - -

Depreciation and amortisation expense (1,876) (1,693) - -

Computers and communications expense (3,050) (2,637) - -

Transaction expense (960) (773) - -

Market information expense (1,463) (1,119) - -

Travel and entertainment expense (2,715) (2,160) (1) -

Marketing and advertising expense (1,484) (1,171) - -

Property expense (2,466) (2,551) - -

Consultants fees (1,994) (1,290) (74) (20)

Corporate fi nance service fees (1,560) (3,866) - -

Finance cost expense (1,841) (272) (1,781) -

Impairment of investment 17 (858) - - -

Other expenses from ordinary activities (6,941) (5,117) (1,073) (77)

Share of net losses of associates accounted for using the equity method (261) - - -

Profi t before income tax 26,973 15,723 13,154 6,219

Income tax expense 8 (7,862) (4,466) (742) (126)

Profi t for the year 19,111 11,257 12,412 6,093

Profi t is attributable to:

Equity holders of Wilson HTM Investment Group Ltd 16,930 10,941 12,412 6,093

Profi t attributable to minority interests 2,181 316 - -

Profi t for the year 19,111 11,257 12,412 6,093

Earnings per share for profi t from continuing operations attributable to the ordinary equity holders of the company: Cents Cents

Basic earnings per share 44 21.8 15.5

Diluted earnings per share 44 21.7 15.3

The above income statements should be read in conjunction with the accompanying notes.

Income statementsfor the year ended 30 June 2007

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Consolidated Parent

2007 2006 2007 2006

Notes $’000 $’000 $’000 $’000

Assets

Current assets

Cash and cash equivalents 9 25,499 35,104 740 1,749

Trade and other receivables 10 139,260 63,297 979 3,627

Other fi nancial assets at fair value through profi t or loss 11 57,454 12,115 53,233 6,661

Other current assets 12 1,228 - 2,695 5,164

Tax related receivables from controlled entities 13 - - 7,834 8,324

Total current assets 223,441 110,516 65,481 25,525

Non-current assets

Other fi nancial assets 14 - - 14,724 10,539

Property, plant and equipment 15 4,423 4,884 - -

Deferred tax assets 16 1,653 1,765 778 297

Intangible assets 17 822 920 - -

Other non-current assets 18 1,442 1,814 1,157 -

Investments accounted for using the equity method 42 10 - - -

Total non-current assets 8,350 9,383 16,659 10,836

Total assets 231,791 119,899 82,140 36,361

Liabilities

Current liabilities

Borrowings 20 15,000 - 15,000 -

Trade and other payables 19 149,400 77,301 605 -

Provisions 21 2,064 2,031 - -

Non Interest bearing liabilities 22 - 6,026 11,876 9,437

Current tax liabilities 23 2,899 2,293 2,884 2,155

Other current liabilities 24 1,496 1,262 - -

Total current liabilities 170,859 88,913 30,365 11,592

Non-current liabilities

Deferred tax liabilities 26 33 267 2,204 497

Provisions 27 737 625 - -

Other payables 28 405 455 - -

Other non-current liabilities 29 559 443 - -

Total non-current liabilities 1,734 1,790 2,204 497

Total liabilities 172,593 90,703 32,569 12,089

Net assets 59,198 29,196 49,571 24,272

Equity

Contributed equity 30 42,924 20,886 48,474 21,886

Reserves 31(a) 593 217 - -

Retained profi ts 31(b) 10,244 6,956 1,097 2,386

Parent entity interest 53,761 28,059 49,571 24,272

Minority interest 32 5,437 1,137 - -

Total equity 59,198 29,196 49,571 24,272

The above balance sheets should be read in conjunction with the accompanying notes.

Balance sheetsas at 30 June 2007

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Consolidated Parent

2007 2006 2007 2006

Notes $’000 $’000 $’000 $’000

Total equity at the beginning of the fi nancial year 29,196 14,961 24,272 14,286

Profi t for the year 16,930 10,941 12,412 6,093

Total recognised income and expense for the year 16,930 10,941 12,412 6,093

Transactions with equity holders in their capacity as equity holders:

Contributions of equity, net of transaction costs 30 26,448 9,782 26,588 9,782

Dividends provided for or paid 33 (13,701) (5,889) (13,701) (5,889)

Purchase of treasury stock by employee share trust (4,410) (1,000) - -

Total changes in minority interest 32 5,381 316 - -

Retained earnings lost on disposal of subsidiary 39 59 - - -

Share-based payments reserve 45 376 217 - -

Dividends paid to minority interests in subsidiaries (1,081) (132) - -

Total equity at the end of the fi nancial year 59,198 29,196 49,571 24,272

The above statements of changes in equity should be read in conjunction with the accompanying notes.

Statements of changes in equityfor the year ended 30 June 2007

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Consolidated Parent

2007 2006 2007 2006

Notes $’000 $’000 $’000 $’000

Cash fl ows from operating activities

Receipts from customers (inclusive of goods and services tax) 121,738 94,589 15 -

Payments to suppliers and employees (inclusive of goods and services tax) (104,362) (71,232) (1,360) (176)

17,376 23,357 (1,345) (176)

Dividends received 5 1,357 74 9,622 4,862

Interest received 2,417 1,634 236 425

Proceeds on sale of investments 23,464 13,429 2,759 4,797

Payment to purchase investments (62,186) (18,191) (43,031) (6,716)

Interest and fi nance charges paid (1,841) (272) (1,781) -

Income taxes paid / (refunded) (7,256) (5,566) (13) (940)

Net cash (outfl ow) / infl ow from operating activities 43 (26,669) 14,465 (33,553) 2,252

Cash fl ows from investing activities

Payment / (funding) of loans to shareholders 39 370 (1,467) 596 (909)

Payments for property, plant and equipment (1,513) (3,378) - -

Payments / (funding) of loans to other entities (10) (3,600) 14,272 (5,535)

Payments for other fi nancial assets - - (4,185) -

Net cash (outfl ow) / infl ow from investing activities (1,153) (8,445) 10,683 (6,444)

Cash fl ows from fi nancing activities

Proceeds from issues of shares and other equity securities 22,952 20,886 26,588 21,886

Payment / (funding) of loans - overdraft - (4,000) - (4,000)

Payments for shares bought back - (12,104) - (12,104)

Payments/(funding) of loans from shareholders (6,026) 6,026 (6,026) 6,026

Loan facility drawdown 15,000 - 15,000 -

Loans from other entities (10) - - -

Dividends paid to Company’s shareholders 33 (13,701) (5,889) (13,701) (5,889)

Net cash infl ow / (outfl ow) from fi nancing activities 18,215 (4,919) 21,861 5,919

Net increase / (decrease) in cash and cash equivalents (9,607) 10,939 (1,009) 1,727

Cash and cash equivalents at the beginning of the fi nancial year 35,106 24,165 1,749 22

Cash and cash equivalents at end of year 9 25,499 35,104 740 1,749

The above cash fl ow statements should be read in conjunction with the accompanying notes.

Cash fl ow statementsfor the year ended 30 June 2007

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page

Contents of the notes to the fi nancial statements

1 Summary of signifi cant accounting policies 45

2 Financial risk management 51

3 Critical accounting estimates and judgements 52

4 Segment information 53

5 Revenue 55

6 Other income 55

7 Expenses 56

8 Income tax expense / (benefi t) 56

9 Current assets - Cash and cash equivalents 57

10 Current assets - Trade and other receivables 58

11 Current assets - Other fi nancial assets at fair value through profi t or loss 59

12 Current assets - Other current assets 59

13 Current assets - Tax related receivables from controlled entities 59

14 Non-current assets - Other fi nancial assets 60

15 Non-current assets - Property, plant and equipment 60

16 Non-current assets - Deferred tax assets 61

17 Non-current assets - Intangible assets 62

18 Non-current assets - Other non-current assets 63

19 Current liabilities - Trade and other payables 63

20 Current liabilities - Borrowings 63

21 Current liabilities - Provisions 63

22 Current liabilities - Non Interest bearing liabilities 64

23 Current liabilities - Current tax liabilities 64

24 Current liabilities - Other current liabilities 64

25 Non-current liabilities - Borrowings 65

26 Non-current liabilities - Deferred tax liabilities 67

27 Non-current liabilities - Provisions 67

28 Non-current liabilities - Other payables 68

29 Non-current liabilities - Other non-current liabilities 68

30 Contributed equity 68

31 Reserves and retained profi ts 70

32 Minority interest 71

33 Dividends 71

34 Key management personnel disclosures 72

35 Remuneration of auditors 77

36 Contingencies 77

37 Commitments 78

38 Related party transactions 78

39 Business combination 81

40 Subsidiaries 83

41 Deed of cross guarantee 84

42 Investments in associates 86

43 Reconciliation of profi t after income tax to net cash infl ow from operating activities 87

44 Earnings per share 88

45 Share-based payments 89

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1 Summary of signifi cant accounting policiesThe principal accounting policies adopted in the preparation of the fi nancial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The fi nancial report includes separate fi nancial statements for Wilson HTM Investment Group Ltd as an individual entity and the consolidated entity consisting of Wilson HTM Investment Group Ltd and its subsidiaries.

(a) Basis of preparationThis general purpose fi nancial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

Compliance with IFRS

Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated fi nancial statements and notes of Wilson HTM Investment Group Ltd comply with International Financial Reporting Standards (IFRS). The parent entity fi nancial statements and notes also comply with IFRS except that it has elected to apply the relief provided to parent entities in respect of certain disclosure requirements contained in AASB 132 Financial Instruments: Disclosure and Presentation.

Historical cost convention

These fi nancial statements have been prepared under the historical cost convention, as modifi ed by the revaluation of available for sale fi nancial assets, fi nancial assets and liabilities (including derivative instruments) at fair value through profi t or loss and certain classes of property, plant and equipment.

Critical accounting estimates

The preparation of fi nancial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signifi cant to the fi nancial statements, are disclosed in note 3.

(b) Principles of consolidation(i) Subsidiaries

The consolidated fi nancial statements incorporate the assets and liabilities of all subsidiaries of Wilson HTM Investment Group Ltd (‘’company’’ or ‘’parent entity’’) as at 30 June 2007 and the results of all subsidiaries for the year then ended. Wilson HTM Investment Group Ltd and its subsidiaries together are referred to in this fi nancial report as the Group or the consolidated entity.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the fi nancial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and eff ect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group (refer to note 1(g)).

The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Disposals to minority interests result in gains and losses for the Group that are recorded in the income statement. Purchases from minority interests result in goodwill, being the diff erence between any consideration paid and the relevant share acquired of the carrying value of identifi able net assets of the subsidiary.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Minority interests in the results and equity of subsidiaries are shown separately in the consolidated income statement and balance sheet respectively.

Investments in subsidiaries are accounted for at cost in the individual fi nancial statements of Wilson HTM Investment Group Ltd.

(ii) Associates

Associates are all entities over which the Group has signifi cant infl uence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the parent entity fi nancial statements using the cost method and in the consolidated fi nancial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identifi ed on acquisition (refer to note 42).

The Group’s share of its associates’ post acquisition profi ts or losses is recognised in the income statement, and its share of post acquisition movements in reserves is recognised in reserves. The cumulative post acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised in the parent entity’s income statement, while in the consolidated fi nancial statements they reduce the carrying amount of the investment.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Notes to the fi nancial statements

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Notes to the fi nancial statements- Continued

(iii) Employee Share Trusts

The Group has formed two trusts to administer the Group’s employee share schemes. These trusts are consolidated, as the substance of the relationships are that the trusts are controlled by the Group.

Shares held by the Wilson HTM Employee Share Trusts are disclosed as treasury shares and deducted from contributed equity.

(c) Segment reportingA business segment is identifi ed for a group of assets and operations engaged in providing products or services that are subject to risks and returns that are diff erent to those of other business segments. A geographical segment is identifi ed when products or services are provided within a particular economic environment subject to risks and returns that are diff erent from those of segments operating in other economic environments.

(d) Revenue recognitionRevenue is measured at the fair value of the consideration received or receivable net of the amount of Goods and Services Tax (GST).

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefi ts will fl ow to the entity and specifi c criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifi cs of each arrangement.

Revenue is recognised for the major business activities as follows:

(i) Brokerage, commission and management fees

Brokerage, commission and fees income are recognised when the economic entity has performed the related service.

(ii) Performance fees

Performance fee income is recognised when the economic entity has performed the related service.

(iii) Equity capital markets and corporate advisory income

Equity capital markets and corporate advisory income are recognised when the economic entity has performed the related service.

(iv) Interest income

Interest income is recognised on a time proportion basis using the eff ective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash fl ow discounted at the original eff ective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original eff ective interest rate.

(v) Dividends

Dividends are recognised as revenue when the right to receive payment is established.

(e) Income taxThe income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary diff erences and to unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary diff erences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated fi nancial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction aff ects neither accounting nor taxable profi t or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary diff erences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary diff erences and losses.

Deferred tax liabilities and assets are not recognised for temporary diff erences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary diff erences and it is probable that the diff erences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are off set when there is a legally enforceable right to off set current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are off set where the entity has a legally enforceable right to off set and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Tax consolidation legislation

Wilson HTM Investment Group Ltd and its wholly owned Australian controlled entities have implemented the tax consolidation legislation as at 1 July 2003.

The head entity, Wilson HTM Investment Group Ltd, and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right.

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In addition to its own current and deferred amounts, Wilson HTM Investment Group Ltd also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the group. Details about the tax funding agreements are disclosed in note 8.

Any diff erence between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities.

(f) LeasesLeases in which a signifi cant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classifi ed as operating leases (note 37). Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the period of the lease.

Lease incentive income from operating leases is recognised in income on a straight line basis over the lease term.

The deferred income at note 28 is the amount of lease incentive received.

(g) Business combinationsThe purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifi able net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifi able net assets of the subsidiary acquired, the diff erence is recognised directly in the income statement, but only after a reassessment of the identifi cation and measurement of the net assets acquired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent fi nancier under comparable terms and conditions.

(h) Impairment of assetsGoodwill and intangible assets that have an indefi nite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash infl ows which are largely independent of the cash infl ows from other assets or groups of assets (cash generating units). Non fi nancial assets other than goodwill that suff ered an impairment are reviewed for possible reversal of the impairment at each reporting date.

(i) Cash and cash equivalentsFor cash fl ow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with fi nancial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

Cash held in trust for clients is reported as other cash and cash equivalents.

(j) Trade receivablesTrade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Trade receivables are due for settlement no more than 3 working days from the date of recognition for ASX related balances and 30 days from the date of recognition for all other balances.

Collectibility of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off . A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Signifi cant fi nancial diffi culties of the debtor, probability that the debtor will enter bankruptcy or fi nancial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the diff erence between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the original eff ective interest rate. Cash fl ows relating to short term receivables are not discounted if the eff ect of discounting is immaterial. The amount of the provision is recognised in the income statement in other expenses.

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Notes to the fi nancial statements- Continued

(k) Investments and other fi nancial assetsThe Group classifi es its investments in the following categories: fi nancial assets at fair value through profi t or loss; loans and receivables; held to maturity investments; and available for sale fi nancial assets. The classifi cation depends on the purpose for which the investments were acquired. Management determines the classifi cation of its investments at initial recognition, and in the case of assets classifi ed as held to maturity, re evaluates this designation at each reporting date.

The consolidated entity has no available for sale fi nancial assets or held to maturity investments at balance sheet date.

(i) Financial assets at fair value through profi t or loss

Financial assets at fair value through profi t or loss are fi nancial assets held for trading. A fi nancial asset is classifi ed in this category if acquired principally for the purpose of selling in the short term. Derivatives are classifi ed as held for trading unless they are designated as hedges. Assets in this category are classifi ed as current assets.

(ii) Loans and receivables

Loans and receivables are non derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classifi ed as non current assets. Loans and receivables are included in trade and other receivables in the balance sheet (note 10).

Recognition and derecognition

Regular purchases and sales of fi nancial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all fi nancial assets not carried at fair value through profi t or loss. Financial assets carried at fair value through profi t or loss are initially recognised at fair value and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Subsequent measurement

Loans and receivables and held to maturity investments are carried at amortised cost using the eff ective interest method.

Available-for-sale fi nancial assets and fi nancial assets at fair value through profi t or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the ‘fi nancial assets at fair value through profi t or loss’ category are presented in the income statement within other income or other expenses in the period in which they arise. Dividend income from fi nancial assets at fair value through profi t or loss is recognised in the income statement as part of revenue from continuing operations when the Group’s right to receive payments is established.

Fair value

The fair values of quoted investments are based on current bid prices. If the market for a fi nancial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash fl ow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity specifi c inputs.

Impairment

The Group assesses at each balance date whether there is objective evidence that a fi nancial asset or group of fi nancial assets is impaired. In the case of equity securities classifi ed as available-for-sale, a signifi cant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss measured as the diff erence between the acquisition cost and the current fair value, less any impairment loss on that fi nancial asset previously recognised in profi t or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments classifi ed as available-for-sale are not reversed through the income statement.

(l) DerivativesDerivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

(i) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement and are included in other income or other expenses.

(m) Fair value estimationThe fair value of fi nancial assets and fi nancial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of fi nancial instruments traded in active markets is based on quoted market prices at the balance sheet date. The quoted market price used for fi nancial assets held by the Group is the current bid price; the appropriate quoted market price for fi nancial liabilities is the current ask price.

The carrying values less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short term nature. The fair value of fi nancial liabilities for disclosure purposes is estimated by discounting the future contractual cash fl ows at the current market interest rate that is available to the Group for similar fi nancial instruments.

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(n) Property, plant and equipmentAll property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains / losses on qualifying cash fl ow hedges of foreign currency purchases of property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the reporting period in which they are incurred.

Depreciation is calculated using the straight line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

• Leasehold improvements 10 – 15 years

• Plant and equipment 3 – 15 years

• Furniture and fi ttings 10 – 15 years

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

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1(h)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.

(o) Intangible assets(i) Stock Exchange Membership

Stock Exchange Membership is carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the cost over its estimated useful life of 20 years.

(ii) Management rights

Management rights arising on the acquisition of BNP Paribas Asset Management (Australia) Limited are not amortised. It is tested annually for impairment and carried at cost less accumulated amortisation and impairment losses.

(iii) Computer software

Computer software is carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the cost over its estimated useful life of 2.5 years.

(p) Trade and other payablesThese amounts represent liabilities for goods and services provided to the Group prior to the end of fi nancial year which are unpaid. The amounts are unsecured and are usually paid within three days of recognition for ASX related balances and within 30 days of recognition for all other balances.

(q) BorrowingsBorrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any diff erence between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the eff ective interest method. Fees paid on the establishment of loan facilities, which are not an incremental cost relating to the actual draw-down of the facility, are recognised as prepayments and amortised on a straight line basis over the term of the facility.

Borrowings are removed from the balance sheet when the obligation specifi ed in the contract is discharged, cancelled or expired. The diff erence between the carrying amount of a fi nancial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in other income or other expenses.

(r) Borrowing costsBorrowing costs are recognised as expenses in the period in which they are incurred.

(s) ProvisionsProvisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outfl ow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outfl ow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outfl ow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value refl ects current market assessments of the time value of money and the risks specifi c to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

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Notes to the fi nancial statements- Continued

(t) Employee benefi ts(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non monetary benefi ts, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

(ii) Long service leave

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

(iii) Share-based payments

Share-based compensation benefi ts are provided to employees via the Wilson HTM Executive Loan Share Plan, Wilson HTM Investment Group Employee Option Share Plan and Wilson HTM Investment Group Long Term Incentive Share Plan. Information relating to these schemes is set out in note 45.

The fair value of rights and options granted under the Wilson HTM Investment Group Employee Loan Share Plan and Wilson HTM Investment Group Employee Option Share Plan is recognised as an employee benefi t expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the rights and options.

The fair value at grant date is independently determined using a Black Scholes option pricing model that takes into account the exercise price, the term of the right or option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the right or option.

The fair value of the rights and options granted is adjusted to refl ect market vesting conditions, but excludes the impact of any non market vesting conditions (for example, profi tability and sales growth targets). Non market vesting conditions are included in assumptions about the number of rights or options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of rights or options that are expected to become exercisable. The employee benefi t expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.

(iv) Profi t sharing and bonus plans

The Group recognises a liability and an expense for bonuses and profi t sharing based on a formula that takes into consideration the profi t attributable to the company’s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

(u) Contributed equityOrdinary shares are classifi ed as equity (note 30).

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

(v) DividendsProvision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of fi nancial year but not distributed at balance date.

(w) Earnings per share(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profi t attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the fi nancial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the fi gures used in the determination of basic earnings per share to take into account the after income tax eff ect of interest and other fi nancing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(x) Goods and Services Tax (GST)Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

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Cash fl ows are presented on a gross basis. The GST components of cash fl ows arising from investing or fi nancing activities which are recoverable from, or payable to, the taxation authority are presented as operating cash fl ow.

(y) Rounding of amountsThe company is of a kind referred to in Class order 98 / 0100, issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off ’’ of amounts in the fi nancial report. Amounts in the fi nancial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.

(z) New accounting standards and interpretationsCertain new accounting standards and interpretations have been published that are not mandatory for 30 June 2007 reporting periods. The Group’s and the parent entity’s assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 7 Financial Instruments: Disclosures and AASB 2005-10 Amendments to Australian Accounting Standards [AASB 132, AASB 101, AASB 114, AASB 117, AASB 133, AASB 139, AASB 1, AASB 4, AASB 1023 & AASB 1038]

AASB 7 and AASB 2005-10 are applicable to annual reporting periods beginning on or after 1 January 2007. AASB 7 introduces new disclosures to improve the information about fi nancial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from fi nancial instruments, including specifi ed minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. It replaces AASB 130 Disclosures in the Financial Statements of Banks and Similar Financial Institutions and the disclosure requirements in IAS 32 Financial Instruments: Disclosure and Presentation. It is applicable to all reporting entities. The amendment to AASB 101 introduces disclosures about the level of an entity’s capital and how it manages capital. The Group assessed the impact of AASB 7 and the amendment to AASB 101 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of AASB 101. The Group will apply the standards from annual reporting periods beginning 1 July 2007.

(ii) Revised AASB 101 Presentation of Financial Statements

A revised AASB 101 was issued in October 2006 and is applicable to annual reporting periods beginning on or after 1 January 2007. The Group has not adopted the standard early. Application of the revised standard will not aff ect any of the amounts recognised in the fi nancial statements, and will not have any impact on the Group’s fi nancial statements.

(iii) AASB-I 11 AASB 2 - Group and Treasury Share Transactions and AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation 11

AASB-I 11 and AASB 2007-1 are eff ective for annual reporting periods commencing on or after 1 March 2007. AASB-I 11 addresses whether certain types of share-based payment transactions should be accounted for as equity-settled or as cash-settled transactions and specifi es the accounting in a subsidiary’s fi nancial statements for share-based payment arrangements involving equity instruments of the parent. The Group will apply AASB-I 11 from 1 July 2007, but it is not expected to have any impact on the Group’s fi nancial statements.

(iv) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8

AASB 8 and AASB 2007-3 are eff ective for annual reporting periods commencing on or after 1 January 2009. AASB 8 will result in a signifi cant change in the approach to segment reporting, as it requires adoption of a ‘management approach’ to reporting on the fi nancial performance. The information being reported will be based on what the key decision-makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The Group has not yet decided when to adopt AASB 8. Application of AASB 8 may result in diff erent segments, segment results and diff erent type of information being reported in the segment note of the fi nancial report. However, it will not aff ect any of the amounts recognised in the fi nancial statements.

2 Financial risk managementThe Group’s activities expose it to a variety of fi nancial risks: market risk (including currency risk, fair value interest rate risk and price risk); credit risk; liquidity risk; cash fl ow interest rate risk; underwriting risk; and settlement risk. The Group’s overall risk management program focuses on the unpredictability of fi nancial markets and seeks to minimise potential adverse eff ects on the fi nancial performance of the Group.

Risk management is carried out by the Legal Compliance and Risk Department (LCR) through their risk management framework, under policies approved by the Audit Compliance and Risk Management Committee and Board of Directors. LCR identifi es and evaluates risks in close co-operation with the Group’s business units. The Board provides written principles for risk management covering areas such as principal investments (including the use of appropriate hedging strategies), underwriting risk and cash-fl ow management.

(a) Market risk(i) Price risk

The Group is exposed to equity securities price risk. This arises from investments held by the Group and classifi ed on the balance sheet as fair value through profi t or loss. The Group is not exposed to commodity price risk.

The Board has approved the use of equity derivative instruments to mitigate its exposure to equity securities price risk.

(ii) Fair value interest rate risk

Refer to (d) below.

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Notes to the fi nancial statements- Continued

(b) Credit riskThe Group has no signifi cant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history.

(c) Liquidity riskPrudent liquidity risk management implies maintaining suffi cient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close-out market positions. The Group has a bank facility which it is able to draw upon in order to meet both short and long term liquidity requirements.

(d) Cash fl ow and fair value interest rate riskThe Company’s earnings are aff ected by movements in market interest rates due to funds borrowed and/or held in high interest deposit accounts. However, the Company’s income and operating cash fl ows are not materially exposed to such changes in market interest rates.

(e) Underwriting riskUnderwriting risk arises from taking underwriting positions in equity capital markets transactions. The responsibility for managing underwriting risk lies with the Underwriting Committee through the underwriting approval process, whereby potential transactions are screened to determine the likely impact of such transactions on profi tability, liquidity, cashfl ow and fi nancial performance of clients’ investment portfolios.

(f) Settlement riskThe Group is exposed to settlement risk through the non-payment of equity buy positions within the prescribed timeframe for payment of such transactions (3 working days from the date of transaction). Review of large balances outstanding is done on a daily basis to ensure clients are able to settle such positions as they fall due.

3 Critical accounting estimates and judgementsEstimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a fi nancial impact on the entity and that are believed to be reasonable under the circumstances.

(a) Critical accounting estimates and assumptionsThe Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by defi nition, seldom equal the related actual results. The estimates and assumptions that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below.

(i) Estimated impairment of intangible assets / management rights

The Group tests annually whether intangible assets have suff ered any impairment, in accordance with the accounting policy stated in note 1(o). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions. Refer to note 17 for details of these assumptions and the potential impact of changes to the assumptions.

(ii) Income taxes

The Group is subject to income taxes in Australia. Signifi cant judgement is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome of these matters is diff erent from the amounts that were initially recorded, such diff erences will impact the current and deferred tax provisions in the period in which such determination is made.

(iii) Provision for legal claims

The Group makes judgements concerning the potential impact of legal claims brought by clients as per note 1(s). These calculations require the use of assumptions concerning the likely success of each claim and the potential amount of compensation payable. Amounts recognised in respect of claims outstanding at balance date are disclosed in note 21.

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4 Segment information

(a) Description of segmentsBusiness segments

The consolidated entity is primarily involved in the businesses of investment management and capital markets as detailed below.

Investment Management

The Investment Management business is focussed on developing a recurring revenue stream via growth in funds under management and investment outperformance. The investment management business is structured across four separate units: Pinnacle Investment Management; Specialty Funds Management; Private Wealth Management – Funds Management and Financial Planning; and Funds Management Services.

Capital Markets

The Capital Markets business services corporate, institutional and private clients and is a leader in research, corporate fi nance and equity capital markets and stockbroking services for Mid-market growth companies. The Capital Markets business is structured across four separate units: Corporate Finance and Equity Capital Markets; Research; Institutional Sales; and Private Wealth Management – Stockbroking.

Geographical segments

The entity operates entirely within Australia.

(b) Primary reporting format – business segments

Investment Management

Capital Markets

Group / Common

Total continuing operations Consolidated

2007 $’000 $’000 $’000 $’000 $’000

Segment revenue

Total revenue 43,621 81,468 - 125,089 125,089

Other income 5,648 969 - 6,617 6,617

Total segment revenue 49,269 82,437 131,706 131,706

Segment result 18,723 8,250 - 26,973 26,973

Profi t before income tax 26,973 26,973

Income tax expense (7,862) (7,862)

Profi t for the year 19,111 19,111

Segment assets and liabilities

Segment assets 82,081 135,178 14,532 231,791 231,791

Total assets 231,791 231,791

Segment liabilities 28,660 116,678 27,255 172,593 172,593

Total liabilities 172,593 172,593

Other segment information

Investments in associates 10 - - 10 10

Share of net profi ts / (losses) of associates (261) - - (261) (261)

Acquisitions of property, plant and equipment, intangibles and other non-current segment assets - - 1,337 1,337 1,337

Depreciation and amortisation expense - - 1,876 1,876 1,876

Other non-cash expenses 203 496 314 1,013 1,013

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Notes to the fi nancial statements- Continued

Investment Management

Capital Markets

Group / Common

Total continuing operations Consolidated

2006 $’000 $’000 $’000 $’000 $’000

Segment revenue

Total revenue 22,605 69,233 - 91,838 91,838

Other income 121 2,099 - 2,220 2,220

Total segment revenue 22,726 71,332 - 94,058 94,058

Segment result 5,053 10,670 - 15,723 15,723

Profi t before income tax 15,723 15,723

Income tax expense (4,466) (4,466)

Profi t for the year 11,257 11,257

Segment assets and liabilities

Segment assets 22,074 71,136 26,689 119,899 119,899

Total assets 119,899 119,899

Segment liabilities 15,715 56,538 18,450 90,703 90,703

Total liabilities 90,703 90,703

Other segment information

Investments in associates - - - - -

Share of net profi ts of associates - - - - -

Acquisitions of property, plant and equipment, intangibles and other non-current segment assets - - 3,299 3,299 3,299

Depreciation and amortisation expense - - 1,693 1,693 1,693

Other non-cash expenses 73 295 146 514 514

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5 Revenue

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Sales revenue

Brokerage and commissions 54,524 44,681 - -

Corporate advisory revenue 6,113 9,503 - -

Performance fee income 14,192 985 - -

Fund management fees 24,342 15,506 - -

Corporate fi nance equity capital markets revenue 21,760 19,312 - -

120,931 89,987 - -

Other revenue

Other fees 128 72 - -

Interest received or due 2,417 1,634 236 425

Dividends received 1,357 74 9,622 4,862

Other revenue 256 71 14 -

4,158 1,851 9,872 5,287

125,089 91,838 9,872 5,287

6 Other income

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Fair value gains on other fi nancial assets at fair value through profi t or loss (note 11) 6,617 1,720 6,299 1,108

Compensation payment received - 500 - -

6,617 2,220 6,299 1,108

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Notes to the fi nancial statements- Continued

7 Expenses

Consolidated Parent

Profi t before income tax includes the following specifi c expenses:

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Finance costs

Interest and fi nance charges paid / payable 1,841 272 1,781 -

Finance costs expensed 1,841 272 1,781 -

Rental expense relating to operating leases

Minimum lease payments 2,167 2,357 - -

Total rental expense relating to operating leases 2,167 2,357 - -

Impairment of investment 858 - - -

Less: Applicable income tax benefi t (45) - - -

813 - - -

8 Income tax expense / (benefi t)

(a) Income tax expense

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Current tax 8,572 4,272 (484) (295)

Deferred tax (710) 152 1,226 421

Adjustments for current tax of prior periods - 42 - -

7,862 4,466 742 126

Deferred income tax (revenue) expense included in income tax expense comprises:

Decrease (increase) in deferred tax assets (note 16) (2,381) (20) (481) (76)

(Decrease) increase in deferred tax liabilities (note 26) 1,671 172 1,707 497

(710) 152 1,226 421

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(b) Numerical reconciliation of income tax expense to prima facie tax payable

Consolidated Parent

2007

$’000

2006

$’000

2007

$’000

2006

$’000

Profi t from continuing operations before income tax expense 26,973 15,723 13,154 6,219

Tax at the Australian tax rate of 30% (2006 - 30%) 8,092 4,717 3,946 1,866

Tax eff ect of amounts which are not deductible (taxable) in calculating taxable income:

Dividends from subsidiaries’ - - (1,984) (1,449)

Compensation payment received - (150) - -

Imputation credits (28) - - -

Entertainment 130 116 - -

Non-deductible expenses - 64 - -

Conversion of loyalty rights (366) - (1,220) -

Amortisation of investment 212 - - -

Sundry items (178) (323) - (291)

7,862 4,424 742 126

Adjustments for current tax of prior periods - 42 - -

Total income tax expense 7,862 4,466 742 126

(c) Tax consolidation legislationWilson HTM Investment Group Ltd and its wholly-owned Australian controlled entities implemented the tax consolidation legislation from 1 July 2003. The accounting policy in relation to this legislation is set out in note 1(e).

On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liability of the wholly-owned entities in the case of a default by the head entity, Wilson HTM Investment Group Ltd.

The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Wilson HTM Investment Group Ltd for any current tax payable assumed and are compensated by Wilson HTM Investment Group Ltd for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Wilson HTM Investment Group Ltd under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ fi nancial statements.

The amounts receivable / payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which may be issued as soon as practicable after the end of each fi nancial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current intercompany receivables or payables (see note 38).

9 Current assets - Cash and cash equivalents

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Cash at bank and on hand 725 1,078 9 618

Deposits at call 8,003 20,892 731 1,131

Other cash and cash equivalents 4,083 697 - -

Cash held in trust 12,688 12,437 - -

25,499 35,104 740 1,749

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Notes to the fi nancial statements- Continued

(a) Reconciliation to cash at the end of the year

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Balances as above 25,499 35,106 740 1,749

Balances per statements of cash fl ows 25,499 35,106 740 1,749

(b) Restrictions on the use of cashCash held in trust is held on behalf of clients and represents settlement by clients of current or future trade receivables. These amounts include funds which are due to Wilson HTM Investment Group Ltd as brokerage income.

(c) Deposits at callThe deposits are bearing fl oating interest rates between 6.15% and 6.27% (2006 - 5.65% and 5.79%). These deposits have an average maturity of 30 days.

(d) Fair valueThe carrying amount for cash and cash equivalents equals the fair value.

10 Current assets - Trade and other receivables

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Trade receivables 124,541 57,034 - -

Income receivable 13,385 1,672 979 27

Other receivables (note 38) - 3,600 - 3,600

Prepayments 1,334 991 - -

139,260 63,297 979 3,627

(a) Other receivablesOther receivables of $3,600,000 in 2006 comprised a loan made to Pedmont Pty Ltd to acquire shares from Wilson HTM Corporate Finance Limited. These shares had been previously acquired by Wilson HTM Corporate Finance Limited under an underwiting agreement.

On 10 January 2007, Wilson HTM Investment Group Ltd acquired all the issued capital of Pedmont Pty Ltd. Subsequently all the shares acquired from Wilson HTM Corporate Finance Limited have been transferred to Wilson HTM Investment Group Ltd in repayment of the loan.

(b) Eff ective interest rates and credit riskAll of the Group’s receivables are classifi ed as current and as such are non-interest bearing.

There is no concentration of credit risk with relation to current receivables as the Group has a large number of clients across a range of investor categories. Refer to note 2 for more information on the risk management policy of the Group.

(c) Fair value and credit riskDue to the short-term nature of these receivables, their carrying value is assumed to approximate their fair value.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables mentioned above. The Group does not hold any collateral as security. Refer to note 2 for more information on the risk management policy of the Group.

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11 Current assets - Other fi nancial assets at fair value through profi t or loss

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

At beginning of year 12,115 5,633 6,661 3,634

Revaluation 6,617 1,720 6,299 1,108

Additions 62,186 18,191 43,032 6,716

Disposals (sale and redemption) (23,464) (13,429) (2,759) (4,797)

At end of year 57,454 12,115 53,233 6,661

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Australian listed equity securities 39,690 7,132 39,380 1,678

Listed and unlisted unit trusts 15,354 4,983 11,443 4,983

Other listed equity securities 2,410 - 2,410 -

57,454 12,115 53,233 6,661

Changes in fair values of other fi nancial assets at fair value through profi t or loss are recorded in other income or other expense in the income statement (notes 6 and 7 respectively).

12 Current assets - Other current assets

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Loans - controlled entities - - 2,695 5,164

Loans - associated entities 1,228 - - -

1,228 - 2,695 5,164

Loans to associated entities includes the written down value of the investment where that value is less than zero as a result of accumulated losses being greater than the cost of the investment.

13 Current assets - Tax related receivables from controlled entities

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Tax related receivables from controlled entities - - 7,834 8,324

- - 7,834 8,324

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Notes to the fi nancial statements- Continued

14 Non-current assets - Other fi nancial assets

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Available-for-sale investments 1,359 - - -

Shares in subsidiaries (note 40) - - 14,724 10,539

- - 14,724 10,539

These fi nancial assets are carried at cost.

15 Non-current assets - Property, plant and equipment

Consolidated

Plant and equipment Fixtures and fi ttings

Leasehold improvements Total

$’000 $’000 $’000 $’000

At 1 July 2005

Cost or fair value 5,707 771 3,661 10,139

Accumulated depreciation (4,829) (660) (1,653) (7,142)

Net book amount 878 111 2,008 2,997

Year ended 30 June 2006

Opening net book amount 878 111 2,008 2,997

Additions 768 422 2,111 3,301

Depreciation charge (750) (97) (567) (1,414)

Closing net book amount 896 436 3,552 4,884

At 30 June 2006

Cost or fair value 3,305 810 5,003 9,118

Accumulated depreciation (2,409) (374) (1,451) (4,234)

Net book amount 896 436 3,552 4,884

Year ended 30 June 2007

Opening net book amount 896 436 3,552 4,884

Additions 670 254 413 1,337

Disposals (15) - (115) (130)

Reclassifi cation of assets 52 (409) 357 -

Depreciation charge (735) (53) (880) (1,668)

Closing net book amount 868 228 3,327 4,423

At 30 June 2007

Cost or fair value 3,650 545 5,730 9,925

Accumulated depreciation (2,782) (317) (2,403) (5,502)

Net book amount 868 228 3,327 4,423

All property, plant and equipment is held by subsidiary entities – Wilson HTM Services Pty Ltd, TMT Partners Pty Ltd, Hyperion Asset Management Limited, Pinnacle Services Administration Pty Ltd.

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16 Non-current assets - Deferred tax assets

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

The balance comprises temporary diff erences attributable to:

Unrealised loss on fair value assets 36 6 - -

Employee benefi ts 1,078 795 - -

Amortisation - Offi ce lease incentive 121 136 - -

Amortisation - Client list 9 - - -

Amortisation - Computer software 596 - - -

Interest free loans to shareholders 95 99 - -

Provisions 334 515 - -

Accruals 1,777 96 - -

Tax losses* - - 296 296

Capital Allowance (note 31(a)) 576 118 482 1

4,622 1,765 778 297

Set-off of deferred tax liabilities pursuant to set-off provisions (note 26) (2,969) - - -

Net deferred tax assets 1,653 1,765 778 297

Movements:

Opening balance at 1 July 1,765 1,745 297 221

Credited / (charged) to the income statement (note 8) 2,381 20 481 76

True up of prior year balances 476 - - -

Closing balance at 30 June 4,622 1,765 778 297

Deferred tax assets to be recovered within 12 months 2,351 545 482 1

Deferred tax assets to be recovered after more than 12 months 2,271 1,220 296 296

4,622 1,765 778 297

* The deferred tax asset attributable to tax losses does not exceed taxable amounts arising from the reversal of existing assessable temporary diff erences.

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Notes to the fi nancial statements- Continued

17 Non-current assets - Intangible assets

Consolidated InvestmentStock Exchange

MembershipComputer

software

Company Formation

Expenses Mgt Rights Total

At 1 July 2005 $’000 $’000 $’000 $’000 $’000 $’000

Cost - 250 2,216 17 715 3,198

Accumulated amortisation and impairment - (201) (1,885) (17) (82) (2,185)

Net book amount - 49 331 - 633 1,013

Year ended 30 June 2006

Opening net book amount - 49 331 - 633 1,013

Additions - - 217 - - 217

Amortisation charge ** - (11) (299) - - (310)

Closing net book amount - 38 249 - 633 920

At 30 June 2006

Cost - 250 2,432 - 715 3,397

Accumulated amortisation and impairment - (212) (2,183) - (82) (2,477)

Net book amount - 38 249 - 633 920

Year ended 30 June 2007

Opening net book amount - 38 249 - 633 920

Additions 858 - 110 - - 968

Impairment charge (858) - - - - (858)

Amortisation charge - (10) (198) - - (208)

Closing net book amount - 28 161 - 633 822

At 30 June 2007

Cost - 250 1,743 - 715 2,708

Accumulated amortisation and impairment - (222) (1,582) - (82) (1,886)

Net book amount - 28 161 - 633 822

** Amortisation of $10,700 (2006: $10,700) is included in depreciation and amortisation expense in the income statement.

(a) Impairment tests for management rightsManagement rights are allocated to the Group’s cash-generating units (CGUs) identifi ed according to business segment.

The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash fl ow projections based on fi nancial budgets approved by management covering a fi ve-year period. The growth rate does not exceed the long-term average growth rate for the business in which the CGU operates.

(b) Key assumptions used for value-in-use calculations

CGU

Fee rate * Growth rate ** Discount rate ***

2007%

2006%

2007%

2006%

2007%

2006%

Managed Funds

ex BNP - 0.4 - 10.0 - 13.0

ex Parvest 0.4 0.4 10.0 12.0 13.0 13.0

* Budgeted fee rate

** Weighted average growth rate used to extrapolate cash fl ows beyond the budget period

*** In performing the value-in-use calculations, the Company has applied post-tax discount rates to discount the forecast future attributable post-tax cash fl ows. The equivalent pre-tax

discount rates are disclosed above. The same post-tax discount rates were applied in 2006 and 2007. The movements in the equivalent pre-tax discount rates between 2006 and 2007

refl ect changes in the anticipated timing of future cash fl ows.

These assumptions have been used for the analysis of each CGU within the business segment. Management determined budgeted gross margin based on past performance and its expectations for the future. The weighted average growth rates used are consistent with forecasts included in industry reports. The discount rates used refl ect specifi c risks relating to the relevant segments and the countries in which they operate.

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18 Non-current assets - Other non-current assets

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Loans to shareholders 1,442 1,814 1,157 -

1,442 1,814 1,157 -

Loans to shareholders are used by employees for the purpose of purchasing shares in Wilson HTM Investment Group Ltd and Pinnacle Investment Management Limited, are interest free and are primarily repaid via dividends received from those entities.

19 Current liabilities - Trade and other payables

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Trade payables 119,715 52,418 605 -

Accrued expenses 7,276 8,575 - -

Accrued bonuses and commissions 21,129 15,136 - -

Other payables 1,280 1,172 - -

149,400 77,301 605 -

20 Current liabilities - Borrowings

Consolidated Parent

2007 2006 2007 2006

Secured $’000 $’000 $’000 $’000

Bank loans 15,000 - 15,000 -

Total secured current borrowings 15,000 - 15,000 -

(a) Bank loansOther loans are repayable at call and bear an average interest rate of 7.766% per annum (2006 - n/a).

(b) Interest rate risk exposuresDetails of the Group’s exposure to interest rate changes on borrowings are set out in note 25.

(c) SecurityDetails of the security relating to each of the secured liabilities and further information on the bank overdrafts and bank loans are set out in note 25.

21 Current liabilities - Provisions

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Employee benefi ts - long service leave 1,614 1,212 - -

Legal claims 300 819 - -

Other provisions 150 - - -

2,064 2,031 - -

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Notes to the fi nancial statements- Continued

(a) Legal claimThe amounts represent a provision for certain legal claims brought against the Group by clients of the Private Wealth Management, Research and Corporate Finance business units. The balance at 30 June 2007 is expected to be utilised within twelve months. In the Directors’ opinion, the outcome of these legal claims is unlikely to give rise to any signifi cant loss beyond the amounts provided at 30 June 2007.

(b) Movements in provisionsMovements in each class of provision during the fi nancial year, other than employee benefi ts, are set out below:

Legal claims Other provisions

Consolidated - 2007 $’000 $’000

Carrying amount at start of year 819 -

- additional provisions recognised 301 416

- payments / other sacrifi ces of economic benefi ts (188) (266)

- unused amounts reversed (632) -

Carrying amount at end of year 300 150

22 Current liabilities - Non Interest bearing liabilities

Consolidated Parent

2007 2006 2007 2006

Unsecured $’000 $’000 $’000 $’000

Loans advanced from:

Subsidiaries - - 11,876 3,411

Loans payable to shareholders - 6,026 - 6,026

- 6,026 11,876 9,437

Loans from shareholdersLoans from shareholders are amounts owing under the capital reduction which took place on 2 August 2005. This amount has been repaid in full during the current year.

Loans from related partiesFurther information relating to loans from the parent entity and associates is set out in note 38.

23 Current liabilities - Current tax liabilities

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Income tax 2,899 2,293 2,884 2,155

2,899 2,293 2,884 2,155

24 Current liabilities - Other current liabilities

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Employee benefi ts 1,496 1,262 - -

1,496 1,262 - -

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25 Non-current liabilities - Borrowings

(a) Assets pledged as securityThe bank loans and overdraft are secured by a fl oating charge over the assets of the Group (excluding entities within the Pinnacle Investment Management Limited Group) - note 20.

The other loans are secured by a negative pledge that imposes certain covenants on the Group. The negative pledge states that (subject to certain exceptions) the Group will not provide any other security over its assets, and will ensure that the following fi nancial ratios are met:

(i) debt to EBITDA ratio will not, at any time, exceed 3 times

The carrying amounts of assets pledged as security for current borrowings are: (Group excluding Pinnacle Investment Management Limited)

Consolidated Parent

2007 2006 2007 2006

Notes $’000 $’000 $’000 $’000

Current

Floating charge

Cash and cash equivalents 9 20,447 34,317 740 1,749

Receivables 10 135,439 61,775 979 3,627

Other fi nancial assets at fair value through profi t or loss 11 57,454 12,115 53,233 6,661

Other 3,198 - 3,852 -

Total current assets pledged as security 216,538 108,207 58,804 12,037

Non-current

Floating charge

Other fi nancial assets 14 4,633 807 14,724 10,539

Plant and equipment 15 4,396 4,851 - -

Total non-current assets pledged as security 9,029 5,658 14,724 10,539

Total assets pledged as security 225,567 113,865 73,528 22,576

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Notes to the fi nancial statements- Continued

(b) Financing arrangementsUnrestricted access was available at balance date to the following lines of credit:

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Credit standby arrangements

Total facilities

Bank overdrafts 7,200 7,200 7,000 2,000

Bank facility 30,000 - 30,000 -

37,200 7,200 37,000 2,000

Used at balance date

Bank overdrafts - - - -

Bank facility 15,000 - 15,000 -

15,000 - 15,000 -

Unused at balance date

Bank overdrafts 7,200 7,200 7,000 2,000

Bank facility 15,000 - 15,000 -

22,200 7,200 22,000 2,000

Bank loan facilities

Total facilities 37,200 7,200 37,000 2,000

Used at balance date 15,000 - 15,000 -

Unused at balance date 22,200 7,200 22,000 2,000

(c) Interest rate risk exposuresThe following table sets out the Group’s exposure to interest rate risk, including the contractual repricing dates and the eff ective weighted average interest rate by maturity periods.

Exposures arise predominantly from liabilities bearing variable interest rates as the Group intends to hold fi xed rate liabilities to maturity.

Fixed interest rate

1 year or less

2007 $’000

Bank loans (notes 20 and 25) 15,000

Weighted average interest rate 7.77 %

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26 Non-current liabilities - Deferred tax liabilities

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

The balance comprises temporary diff erences attributable to:

Amounts recognised in profi t or loss

Intangibles 9 - - -

IPO expenses 670 - 670 -

Make good asset 66 - - -

Property, plant & equipment 694 (241) - -

Financial assets at fair value through profi t or loss 1,555 497 1,534 497

Provision for amortisation - ASX membership 8 11 - -

3,002 267 2,204 497

Set-off of deferred tax liabilities pursuant to set-off provisions (note 16) (2,969) - - -

Net deferred tax liabilities 33 267 2,204 497

Movements:

Opening balance at 1 July 267 105 497 -

Charged / (credited) to the income statement (note 8) 1,671 172 1,707 497

True up of prior year balances 1,064 (10) - -

Closing balance at 30 June 3,002 267 2,204 497

Deferred tax liabilities to be settled within 12 months 249 (230) 210 -

Deferred tax liabilities to be settled after more than 12 months 2,753 497 1,994 497

3,002 267 2,204 497

27 Non-current liabilities - Provisions

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Employee benefi ts 481 175 - -

Make good provisions 256 450 - -

737 625 - -

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Notes to the fi nancial statements- Continued

(a) Movements in provisionsMovements in each class of provision during the fi nancial year, other than employee benefi ts, are set out below:

Make good provisions

Consolidated - 2007 $’000

Non-current

Carrying amount at start of year 450

- reversal of make good (194)

Carrying amount at end of year 256

Other provisions comprise liabilities for make good of rented premises. The gross value of the estimated liability is discounted to its present value at balance date and any discounting adjustment recognised as interest income on initial recognition.

28 Non-current liabilities - Other payables

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Deferred lease incentive 405 455 - -

405 455 - -

29 Non-current liabilities - Other non-current liabilities

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Straight line lease expense 559 443 - -

559 443 - -

30 Contributed equity

(a) Share capital

Consolidated Parent

2007 2006 2007 2006

Shares Shares $’000 $’000

Ordinary shares

Fully paid 95,707,675 10,361,126 48,334 21,886

Treasury stock held by employee share trust (4,929,063) (200,000) (5,410) (1,000)

90,778,612 10,161,126 42,924 20,886

Total consolidated contributed equity 42,924 20,886

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(b) Movements in ordinary share capital:

Date Details Number of shares Issue price $’000

1 July 2005 Opening balance 8,143,728 12,104

2 August 2005 Capital reduction - $1.48 (12,053)

19 October 2005 Share issue to Deutsche Bank 1,708,376 $11.22 19,170

19 December 2005 Share issue to new shareholders 181,132 $2.65 480

19 December 2005 Share issue to Deutsche Bank 45,000 $5.30 239

23 June 2006 Share issue to new shareholders 226,590 $5.80 1,314

23 June 2006 Share issue to Deutsche Bank 56,300 $11.22 632

30 June 2006 Balance 10,361,126 21,886

1 July 2006 Opening balance 10,361,126 21,886

21 November 2006 Share issue to employees 293,000 $6.64 1,944

4 January 2007 Share issue to Deutsche Bank 72,780 $11.91 817

1 March 2007Shares issued to shareholders in exchange for Hyperion Holdings shares 294,323 $6.85 2,016

Share issue to Deutsche Bank 73,127 $6.85 501

16 May 2007 7.5 : 1 share split 72,113,319 -

13 June 2007 Shares issued under Initial Public Off ering 12,500,000 $2.00 25,000

Conversion of loyalty off er (1,359)

Costs associated with IPO - (2,471)

95,707,675 48,334

Less: Treasury stock held by the employee share trust at year end (4,929,063) (5,410)

30 June 2007 Balance 90,778,612 42,924

A 7.5 : 1 share split was approved at a shareholders’ meeting held on 16th May 2007. The share split became eff ective on that date.

(c) Ordinary sharesOrdinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

(d) Treasury sharesTreasury shares are shares in Wilson HTM Investment Group Ltd that are held by the WHTM Employee Share Trust for the purpose of issuing shares under the WHTM Employee share scheme (see note 45 for further information).

Date Details Number of shares $’000

1 July 2006 Opening balance 200,000 1,000

21 November 2006 Acquisition of shares by the Trust 293,000 1,947

16 May 2007 7.5 : 1 share split 3,204,500 -

7 June 2007 Acquisition of shares by the Trust 1,231,563 2,463

30 June 2007 Balance 4,929,063 5,410

(e) Employee share schemesInformation relating to the employee share schemes, including details of shares issued under the schemes, is set out in note 45.

(f) OptionsInformation relating to the WHTM Employee Option Share Plan, including details of options issued, exercised and lapsed during the fi nancial year and options outstanding at the end of the fi nancial year, is set out in note 45.

(g) Deutsche Australia Limited (Deutsche Bank)In 2005 Wilson HTM Investment Group Ltd formed a strategic relationship with Deutsche Bank (a holder of 19.9% of the Company’s ordinary shares). Deutsche Bank provides its Australian equities research product to Wilson HTM Investment Group Ltd for use as the

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Notes to the fi nancial statements- Continued

basis for the preparation of publications or briefi ng notes for distribution solely to the Company’s Private Wealth Management clients under the Wilson HTM brand. Deutsche Bank and Wilson HTM Corporate Finance Limited each provide referrals to the other in their respective market segments.

Under the Constitution of the Company, Deutsche Bank is entitled to appoint two directors to the Board of Wilson HTM Investment Group Ltd for as long as Deutsche Bank holds 15% or more of the Company’s ordinary shares.

Under the Constitution of the Company, Deutsche Bank is entitled to maintain its percentage interest in the issued capital of Wilson HTM Investment Group Ltd until October 2010 in the event of any issue of shares or other securities by the Company. As such, Wilson HTM Investment Group Ltd issued 145,907 pre-split shares (1,094,303 post-split) to Deutsche Bank during the year ended 30 June 2007. Detsche Bank also subscribed for 2,487,515 shares in the Initial Public Off ering.

31 Reserves and retained profi ts

(a) Reserves

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Share-based payments reserve 593 217 - -

593 217 - -

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Movements:

Share-based payments reserve

Balance 1 July 217 - - -

Share payments expense 376 217 - -

Balance 30 June 593 217 - -

(b) Retained profi tsMovements in retained profi ts were as follows:

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Balance 1 July 6,956 1,904 2,386 2,182

Profi t for the year 16,930 10,941 12,412 6,093

Dividends (13,701) (5,889) (13,701) (5,889)

Retained earnings gain on disposal of subsidiary 59 - - -

Balance 30 June 10,244 6,956 1,097 2,386

(c) Nature and purpose of reserves(i) Share-based payments reserve

The share-based payments reserve is used to recognise:

• the fair value of options issued to employees but not exercised

• the fair value of shares issued to employees

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32 Minority interest

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Interest in:

Share capital 3,824 624 - -

Retained profi ts 1,613 513 - -

5,437 1,137 - -

33 Dividends

(a) Ordinary shares

Parent

2007 2006

$’000 $’000

Ordinary dividend for the year ended 30 June 2006 of $0.05 (2005: $0.04) per fully paid share paid on 8 September 2006 (2005: 28 July 2005)

Fully franked based on tax paid @ 30% 3,834 2,362

Interim dividend for the year ended 30 June 2007 of $0.04 (2006: $0.05) per fully paid share paid on 30 January 2007 (2006: 24 January 2006)

Fully franked based on tax paid @ 30% 3,433 3,527

Special dividend for the year ended 30 June 2007 of $0.08 per fully paid share paid on 5 June 2007

Fully franked based on tax paid @ 30% 6,434 -

Total dividends provided for or paid 13,701 5,889

Dividends paid in cash or satisfi ed by the issue of shares under the dividend reinvestment plan during the years ended 30 June 2007 and 2006 were as follows:

Paid in cash 13,083 5,751

Satisfi ed by repayment of loan 618 138

13,701 5,889

(b) Franked dividendsThe franked portions of the fi nal dividends recommended after 30 June 2007 will be franked out of existing franking credits or out of franking credits arising from the payment of income tax in the year ended 30 June 2007.

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Franking credits available for subsequent fi nancial years based on a tax rate of 30% (2006 - 30%) 4,535 5,386 4,535 5,386

4,535 5,386 4,535 5,386

The above amounts represent the balance of the franking account as at the end of the fi nancial year, adjusted for:

(a) franking credits that will arise from the payment of the amount of the provision for income tax

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

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

The consolidated amounts include franking credits that would be available to the parent entity if distributable profi ts of subsidiaries were paid as dividends.

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Notes to the fi nancial statements- Continued

34 Key management personnel disclosures

(a) DirectorsThe following persons were directors of Wilson HTM Investment Group Ltd during the fi nancial year:

(i) Chairman - executive

S M Wilson

(ii) Executive directors

G P Lowrey, Managing DirectorA W M Grant (to 9 March 2007)

(iii) Non-executive directors

P P A HarrisS M SkalaC DarvallD F Cleary (to 7 December 2006)I H Fraser (from 7 December 2006)W J McLeland (from 9 March 2007)

(b) Other key management personnelThe following persons also had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the fi nancial year:

Name Position Employer

A Ihlenfeldt Chief Operating Offi cer Wilson HTM Services Pty Ltd

S J Keyser (to 10 May 2007) Head of Corporate Finance Wilson HTM Services Pty Ltd

D N Groth Head of Equity Capital Markets Wilson HTM Services Pty Ltd

B J Usasz Head of Private Wealth Management Wilson HTM Services Pty Ltd

M S Walsh Head of Research Wilson HTM Services Pty Ltd

D D G Gamble Head of Institutional Sales Wilson HTM Services Pty Ltd

M A Burns (from 11 May 2007) Head of Corporate Finance Wilson HTM Services Pty Ltd

I Macoun Chairman and Managing Director of Pinnacle Investment Management Limited

Pinnacle Investment Management Limited

N A McCulloch (from 8 January 2007) Chief Financial Offi cer Wilson HTM Services Pty Ltd

All of the above persons were also key management persons during the year ended 30 June 2006, other than as noted above. S J Keyser was promoted from within the Company to the position of Head of Corporate Finance on 10 February 2006 and stepped down from that role on 10 May 2007. D D G Gamble was promoted from within the Company to his current position on 23 February 2006.

A Henderson was included as a key management person for the year ended 30 June 2006 up to his resignation on 14 February 2006.

(c) Key management personnel compensation

Consolidated Parent

2007 2006 2007 2006

$ $ $ $

Short-term employee benefi ts 9,177,684 8,948,267 3,458,886 3,702,122

Post-employment benefi ts 679,703 617,316 406,293 340,754

Share-based payments 315,925 102,740 83,895 17,123

10,173,312 9,668,323 3,949,074 4,059,999

The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors’ Report. The relevant information can be found in sections A-C of the remuneration report on pages 22 to 27.

The Directors of Wilson HTM Investment Group Ltd have determined that it is not possible to allocate on a reasonable basis the compensation of key management personnel who are also key management personnel of other companies within the Wilson HTM Investment Group Ltd group, and therefore the total compensation of key management personnel is disclosed above.

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(d) Equity instrument disclosures relating to key management personnel (i) Option and rights holdings

The numbers of options and rights over ordinary shares in the company held during the fi nancial year by each director of Wilson HTM Investment Group Ltd and other key management personnel of the Group, including their personally related parties, are set out below.

2007

Balance at start of the

year

Granted as compensa-

tion ExercisedOther

changes

Balance at end of the

yearVested and exercisable Unvested

Directors of Wilson HTM Investment Group Ltd

S M Wilson - 525,000 - - 525,000 - 525,000

G P Lowrey 150,000 637,500 - - 787,500 - 787,500

C Darvall - 150,000 - - 150,000 - 150,000

I H Fraser - 75,000 - - 75,000 - 75,000

P P H Harris - 150,000 - - 150,000 - 150,000

S M Skala - 150,000 - - 150,000 - 150,000

W J McLeland - 75,000 - - 75,000 - 75,000

Other key management personnel of the Group

D D G Gamble 150,000 712,500 - - 862,500 - 862,500

D N Groth 150,000 487,500 - - 637,500 - 637,500

A Ihlenfeldt 150,000 487,500 - - 637,500 - 637,500

S J Keyser 150,000 412,500 - - 562,500 - 562,500

N A McCulloch - 112,500 - - 112,500 - 112,500

B J Usasz 150,000 487,500 - - 637,500 - 637,500

M S Walsh - 712,500 - - 712,500 - 712,500

M A Burns - 375,000 - - 375,000 - 375,000

I Macoun - 300,000 - - 300,000 - 300,000

All vested options are exercisable at the end of the year.

2006

Balance at start of the

year

Granted as compensa-

tion ExercisedOther

changes

Balance at end of the

yearVested and exercisable Unvested

Directors of Wilson HTM Investment Group Ltd

G P Lowrey - 150,000 - - 150,000 - 150,000

Other key management personnel of the Group

D D G Gamble - 150,000 - - 150,000 - 150,000

D N Groth - 150,000 - - 150,000 - 150,000

A Ihlenfeldt - 150,000 - - 150,000 - 150,000

S J Keyser - 150,000 - - 150,000 - 150,000

B J Usasz - 150,000 - - 150,000 - 150,000

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Notes to the fi nancial statements- Continued

(ii) Share holdings

The numbers of shares in the company held during the fi nancial year by each Director of Wilson HTM Investment Group Ltd and other key management personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

2007Balance at the start

of the year

Received during the year by

allocation of rights

Other changes during the year

Balance at the end of the year

Directors of Wilson HTM Investment Group Ltd

Ordinary shares

S M Wilson 13,627,718 - 1,736,215 15,363,933

G P Lowrey 2,654,768 112,500 117,000 2,884,268

P P A Harris 479,445 - 74,803 554,248

S M Skala 604,013 - 199,740 803,753

W J McLeland - - 37,500 37,500

I H Fraser - - 37,500 37,500

C Darvall - - 50,000 50,000

Former directors

A W M Grant 4,612,500 - 143,751 4,756,251

M D Tynan 967,853 - (112,750) 855,103

D F Cleary 3,254,850 - (206,595) 3,048,255

Other key management personnel of the Group

Ordinary shares

M A Burns - - 200,000 200,000

D D G Gamble 412,733 150,000 96,360 659,093

D N Groth 3,745,823 112,500 (238,375) 3,619,948

A Ihlenfeldt 1,976,160 112,500 159,408 2,248,068

S J Keyser 1,976,498 112,500 50,000 2,138,998

I Macoun - - - -

N A McCulloch - - 20,000 20,000

B J Usasz 894,623 112,500 150,000 1,157,123

M S Walsh 155,175 150,000 75,000 380,175

Former key management personnel

A Henderson - - - -

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2006Balance at the start

of the year

Received during the year by

allocation of rights

Other changes during the year

Balance at the end of the year

Directors of Wilson HTM Investment Group Ltd

Ordinary shares

S M Wilson 11,662,500 - 1,965,218 13,627,718

G P Lowrey 2,586,075 150,000 (81,307) 2,654,768

P P A Harris 495,000 - (15,555) 479,445

S M Skala 468,750 - 135,263 604,013

W J McLeland - - - -

I H Fraser - - - -

C Darvall - - - -

Former directors

A W M Grant 4,281,488 - 331,012 4,612,500

N E Schafer 1,116,180 - (35,100) 1,081,080

M D Tynan 1,386,450 - (418,597) 967,853

D F Cleary 3,360,510 - (105,660) 3,254,850

Other key management personnel of the Group

Ordinary shares

M A Burns - - - -

D D G Gamble 426,135 150,000 (163,402) 412,733

D N Groth 4,099,725 150,000 (503,902) 3,745,823

A Ihlenfeldt 1,729,725 150,000 96,435 1,976,160

S J Keyser 1,826,498 150,000 - 1,976,498

I Macoun - - - -

N A McCulloch - - - -

B J Usasz - 150,000 744,623 894,623

M S Walsh - - 155,715 155,715

Former key management personnel

A Henderson 613,635 - (613,635) -

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Notes to the fi nancial statements- Continued

(e) Loans to key management personnelDetails of loans made to directors of Wilson HTM Investment Group Ltd and other key management personnel of the Group, including their personally related parties, are set out below.

(i) Aggregates for key management personnel

GroupBalance at the start

of the yearInterest paid and

payable for the yearInterest not

chargedBalance at the end

of the yearNumber in Group at

the end of the year

$ $ $ $

2007 821,753 - 101,325 2,420,636 8

2006 - - 23,628 821,753 7

(ii) Individuals with loans above $100,000 during the fi nancial year

2007

NameBalance at the start

of the yearInterest paid and

payable for the yearInterest not

chargedBalance at the end

of the year

Highest indebtedness

during the year

$ $ $ $ $

B J Usasz 203,751 - 13,122 216,161 280,990

M S Walsh 120,002 - 10,405 212,969 245,347

D N Groth 99,600 - 8,410 169,519 193,594

S J Keyser 99,600 - 8,410 169,519 193,594

D D G Gamble 99,600 - 9,345 199,430 226,944

G P Lowrey 99,600 - 8,410 169,519 193,594

A Ihlenfeldt 99,600 - 8,410 169,519 193,594

I Macoun - - 34,813 1,114,000 1,114,000

2006

NameBalance at the start

of the yearInterest paid and

payable for the yearInterest not

chargedBalance at the end

of the year

Highest indebtedness

during the year

$ $ $ $ $

B J Usasz - - 5,858 203,751 204,151

M S Walsh - - 3,450 120,002 120,002

D N Groth - - 2,864 99,600 100,000

S J Keyser - - 2,864 99,600 100,000

D D G Gamble - - 2,864 99,600 100,000

G P Lowrey - - 2,864 99,600 100,000

A Ihlenfeldt - - 2,864 99,600 100,000

The loans are advanced from Wilson HTM Services Pty Ltd and Wilson HTM Investment Group Ltd and are for the purpose of acquiring shares in Wilson HTM Investment Group Ltd and Pinnacle Investment Management Limited respectively.

The amounts shown for interest not charged in the tables above represent the diff erence between the amount paid and payable for the year and the amount of interest that would have been charged on an arm’s-length basis.

No write-downs or allowances for doubtful receivables have been recognised in relation to any loans made to key management personnel.

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35 Remuneration of auditorsDuring the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit fi rms:

Consolidated Parent

2007 2006 2007 2006

$ $ $ $

(a) Audit services

Audit services - PricewaterhouseCoopers Australian fi rm:

Audit of fi nancial report of Wilson HTM Investment Group Ltd and controlled entities 230,000 110,000 - -

Audit of fi nancial reports of managed investment schemes 65,700 84,000 - -

Other audit services - Pricewaterhouse Coopers Australian fi rm: - - - -

Audit of regulatory returns - Group 67,350 65,000 - -

Audit of compliance plan - Responsible Entity (WHTM Capital Management Limited) 25,000 24,000 - -

Investigating accountant’s report 187,500 - 187,500 -

AIFRS accounting services - Group - 37,500 - -

Hyperion AGS1026 controls report 17,500 - - -

Non-PricewaterhouseCoopers audit fi rms for the audit or review of fi nancial reports of any entity in the Group 5,306 4,814 - -

Total remuneration for audit services 598,356 325,314 187,500 -

(b) Non-audit services

Advisory services - PricewaterhouseCoopers Australian fi rm:

Other advisory services 176,324 185,707 86,514 -

Advisory services - Non-PricewaterhouseCoopers Australian fi rm 104,384 4,031 - -

Taxation services - PricewaterhouseCoopers Australian fi rm

Tax compliance services, including review of company income tax returns 139,235 58,007 - -

Total remuneration for non-audit services 419,943 247,745 86,514 -

1,018,299 573,059 274,014 -

It is the Group’s policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit duties where PricewaterhouseCoopers’ expertise and experience with the Group are important. These assignments are principally tax advice and due diligence reporting on acquisitions, or where PricewaterhouseCoopers is awarded assignments on a competitive basis. It is the Group’s policy to seek competitive tenders for all major consulting projects.

36 Contingencies

(a) Contingent liabilitiesThe parent entity and Group had contingent liabilities at 30 June 2007 in respect of:

Guarantees

The Group has provided unsecured guarantees in respect of the following items:

(a) leases of subsidiaries amounting to $3,405,000 (2006 - $1,294,000)

(b) Australian Securities and Investments Commission deposit of $40,000 (2006 - $40,000).

These guarantees may give rise to liabilities in the parent entity if the subsidiaries do not meet their obligations under the terms of the overdrafts, loans, leases or other liabilities subject to the guarantees.

No material losses are anticipated in respect of any of the above contingent liabilities.

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Notes to the fi nancial statements- Continued

37 Commitments

(a) Capital commitmentsCapital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Property, plant and equipment

Payable:

Within one year 2,018 - - -

2,018 - - -

(b) Lease commitments: Group as lessee

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Commitments in relation to leases contracted for at the reporting date but not recognised as liabilities, payable:

Within one year 3,022 1,981 - -

Later than one year but not later than fi ve years 12,090 5,396 - -

Later than fi ve years 15,113 6,006 - -

30,225 13,383 - -

Non-cancellable operating leases 30,225 13,383 - -

30,225 13,383 - -

38 Related party transactions

(a) SubsidiariesInterests in subsidiaries are set out in note 40.

(b) Transactions with key management personnel or entities related to themInformation on transactions with key management personnel or entities related to them, other than compensation, are set out below.

(i) Loan transactions and balances

Disclosures relating to loans to key management personnel are set out in note 34.

(ii) Other transactions and balances

Transactions with Key Management Personnel (including their related parties) included share brokerage services and advisory management fees. These transactions were conducted on an arm’s-length basis in the ordinary course of business and under normal terms and conditions for customers and employees.

Key management personnel subscribed for new ordinary shares issued by the Company during the year. The shares were acquired on the same terms and conditions that applied to other shareholders.

Consolidated Parent

2007 2006 2007 2006

$ $ $ $

Subscriptions for new ordinary shares 3,055,097 1,800,015 - -

3,055,097 1,800,015 - -

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(c) Transactions with related partiesThe following transactions occurred with related parties:

Consolidated Parent

2007 2006 2007 2006

$ $ $ $

Purchases of services from related parties

Service fee payable to Deutsche bank 1,186,475 3,704,416 - -

Trail fee payable to Deutsche Bank 374,350 162,499 - -

Corporate fi nance fee payable to Deutsche Bank 440,000 - 440,000 -

Corporate fi nance fee payable to Wilson HTM Corporate Finance Limited - - 650,000 -

2,000,825 3,866,915 1,090,000 -

All transactions were made on normal commercial terms and conditions and at market rates.

Tax consolidation legislation

Current tax payable assumed from wholly-owned tax consolidated entities - - 7,834,164 4,410,090

- - 7,834,164 4,410,090

Dividend revenue

Subsidiaries - - 9,324,596 4,829,000

- - 9,324,596 4,829,000

Revenue received from related parties

Corporate fi nance fees received from Deutsche Bank 3,752,106 - - -

Performance fees received from Hyperion Flagship Investments Limited 1,221,921 - - -

4,974,027 - - -

In 2005 Wilson HTM Investment Group Ltd formed a strategic relationship with Deutsche Bank (a holder of 19.9% of the Company’s ordinary shares). Deutsche Bank provides its Australian equities research product to Wilson HTM Investment Group Ltd for use as the basis for the preparation of publications or briefi ng notes for distribution solely to the Company’s Private Wealth Management clients under the Wilson HTM brand. A trail fee is payable to Deutsche Bank under the agreement for a defi ned period. Deutsche Bank and Wilson HTM Corporate Finance Limited have entered into a Corporate Finance Services agreement whereby Deutsche Bank receives a fee equivalent to 22% of revenue (capped at 40% of profi t) of the Corporate Finance business. Also under this agreement, Deutsche Bank and Wilson HTM Corporate Finance Limited share in the fees of certain nominated clients.

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Notes to the fi nancial statements- Continued

(d) Loans to / from related parties

Consolidated Parent

2007 2006 2007 2006

$ $ $ $

Loans to subsidiaries

Beginning of the year - - 5,164,233 7,639,135

Loan repayments received - - (2,469,155) (2,474,902)

End of year - - 2,695,078 5,164,233

Loans from subsidiaries

Beginning of the year - - 3,411,210 4,900,780

Loans advanced - - 8,464,639 -

Loan repayments received - - - (1,489,570)

End of year - - 11,875,849 3,411,210

Loans from associated entities (Plato Investment Management Limited)

Beginning of the year - - - -

Loans advanced 1,475,000 - - -

Loan repayments made (36,000) - - -

End of year 1,439,000 - - -

Loans from subsidiaries

Beginning of the year 3,600,000 - 3,600,000 -

Loans advanced - 3,600,000 - 3,600,000

Loan writen off (612,000) - (612,000) -

Elimination of loan on consolidation / acquisition (2,988,000) - (2,988,000) -

End of year - 3,600,000 - 3,600,000

The above loan relates to Pedmont Pty Ltd. Pedmont Pty Ltd was 100% owned by two of the Group’s key management personnel being Mr Steven Wilson and Mr Alex Ihlenfeldt. As identifi ed in note 38, Pedmont Pty Ltd was acquired by Wilson HTM Investment Group Ltd on 12 January 2007.

The loan represents an amount due to Wilson HTM Investment Group Ltd under the terms of a loan agreement dated 30 June 2006. The original amount of the loan was $3,600,000. Under the terms of this agreement, the loan is only repayable out of the proceeds from the sale of the underlying securities. As a result of a reduction in the value of the underlying securities, Wilson HTM Investment Group Ltd has written off an amount of $612,000.

No provisions for doubtful debts have been raised in relation to any outstanding balances, and no expense has been recognised in respect of bad or doubtful debts due from related parties other than that listed above.

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39 Business combination

TMT Partners Pty Ltd

(a) Summary of acquisitionOn 11 May 2007, Wilson HTM Corporate Finance Limited (a wholly owned subsidiary of Wilson HTM Investment Group Ltd) acquired 100% of the issued share capital of TMT Partners Pty Ltd.

The acquired business contributed revenues of $68,001 and net profi ts of $nil to the Group for the period from 11 May 2007 to 30 June 2007. If the acquisition had occurred on 1 July 2006, consolidated revenue and consolidated profi t for the year ended 30 June 2007 would have been $125,854,000 and $27,004,000 respectively.

Details of net assets acquired and goodwill are as follows:

$’000

Purchase consideration (refer to (b) below):

Cash paid 650

Future payment accrued 208

Direct costs relating to the acquisition -

Total purchase consideration 858

Fair value of net identifi able assets acquired (refer to (c) below) -

Intangible (refer note 17) 858

The intangible is attributable to the expertise of TMT Partners Pty Ltd’s staff who joined the Group after the acquisition and client mandates and client lists held by TMT Partners Pty Ltd.

(b) Purchase consideration

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Outfl ow of cash to acquire subsidiary, net of cash acquired

Cash consideration 650 - - -

Less: Balances acquired

Cash - - - -

Outfl ow of cash 650 - - -

In the event that certain pre-determined sales volumes are achieved from the specifi ed mandated clients of TMT Partners Pty Ltd, additional consideration of up to $150,000 will be payable in cash. At the date of this fi nancial report it is anticipated that the full $150,000 will be payable and has been brought to account as a component of the goodwill arising on the acquisition. Profi ts of $58,000 accruing to TMT Partners Pty Ltd in the period from 11 May 2007 to 30 June 2007 are also payable to the former shareholders as part of the purchase consideration.

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Notes to the fi nancial statements- Continued

(c) Assets and liabilities acquiredThe assets and liabilities arising from the acquisition are as follows:

Acquiree’s carrying amount Fair value

$’000 $’000

Cash - -

Trade receivables 8 8

Deposits paid 3 3

Plant and equipment 1 1

Loan receivable 1 1

Trade payables (4) (4)

GST liabilities (1) (1)

Provision for income tax (8) (8)

Net assets - -

Minority interests -

Net identifi able assets acquired -

Pedmont Pty Ltd

(a) Summary of acquisitionOn 12 January 2007 Wilson HTM Investment Group Ltd acquired 100% of the issued share capital of Pedmont Pty Ltd for $2.

The acquired business contributed revenues of $315,000 and net profi t of $221,000 to the Group for the period from 12 January 2007 to 30 June 2007.

Details of the fair value of the assets and liabilities acquired and goodwill are as follows:

$’000

Purchase consideration (refer to (b) below):

Cash paid -

Direct costs relating to the acquisition -

Total purchase consideration -

Fair value of net identifi able assets acquired (refer to (c) below) -

Goodwill (refer to (c) below and note 17) -

(b) Purchase consideration

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Outfl ow of cash to acquire subsidiary, net of cash acquired

Cash consideration - - - -

Less: Balances acquired

Cash - - - -

Outfl ow / (infl ow) of cash - - - -

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(c) Assets and liabilities acquiredThe assets and liabilities arising from the acquisition are as follows:

Acquiree’s carrying amount Fair value

$’000 $’000

Financial assets at fair value through profi t or loss 2,988 2,988

Loan payable (2,988) (2,988)

Net assets - -

Minority interests -

Net identifi able assets acquired -

40 SubsidiariesThe consolidated fi nancial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b):

Name of entity Equity holding

Country of incorporation Class of shares

2007 2006

% %

Wilson HTM Limited Australia Ordinary 100 100

Wilson HTM Corporate Finance Limited Australia Ordinary 100 100

TMT Partners Pty Ltd Australia Ordinary 100 -

Wilson HTM Services Pty Ltd* Australia Ordinary 100 100

Wilson HTM Retirement Pty Ltd* Australia Ordinary 100 100

Wilson HTM Option Plan Managers Pty Ltd* Australia Ordinary 100 -

Powers Pty Ltd* Australia Ordinary 100 100

WHTM Funds Management Pty Ltd* Australia Ordinary 100 -

WHTM Capital Management Limited Australia Ordinary 100 100

Wilson HTM Investment Management Pty Ltd* Australia Ordinary 100 -

Pinnacle Investment Management Limited** Australia Ordinary 86 100

Pinnacle Services Administration Pty Ltd* Australia Ordinary 86 -

Hyperion Holdings Limited Australia Ordinary 43 50

Hyperion Asset Management Limited Australia Ordinary 43 50

Pedmont Pty Ltd Australia Ordinary 100 -

Wilson HTM (USA) Inc*** USA Ordinary - 100

* These subsidiaries have been granted relief from the necessity to prepare fi nancial reports in accordance with Class Order 98 / 1418 issued by the Australian Securities and Investments

Commission.

** On 28 August 2006, WHTM Funds Management Holdings Pty Ltd changed its name to Pinnacle Investment Management Limited.

*** Wilson HTM (USA) Inc was deregistered during the year. The company ceased operating in 2003.

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Notes to the fi nancial statements- Continued

41 Deed of cross guaranteeAll members of the Wilson HTM Investment Group Ltd, except for Pinnacle Investment Management Limited and its subsidiaries (Hyperion Holdings Limited, Hyperion Asset Management Limited, Pinnacle Services Administration Pty Ltd), are parties to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, the entities have been relieved from the requirement to prepare a fi nancial report and directors’ report under Class Order 98 / 1418 (as amended) issued by the Australian Securities and Investments Commission.

The deed of cross guarantee supports the banking facilities supplied by the Commonwealth Bank of Australia described in note 25.

(a) Consolidated income statement and a summary of movements in consolidated retained profi tsThe above companies represent a ‘Closed Group’ for the purposes of the Class Order.

Set out below is a consolidated income statement and a summary of movements in consolidated retained profi ts for the year ended 30 June 2007 of the Closed Group consisting of Wilson HTM Investment Group Ltd and all its operating entities party to the deed of cross guarantee.

2007 2006

$’000 $’000

Income statement

Revenue from continuing operations 116,738 87,431

Other income 7,473 2,220

Employee benefi ts expense (30,292) (22,837)

Commissions and incentives expense (44,976) (31,488)

Depreciation and amortisation expense (1,857) (1,617)

Computers and communications expense (2,979) (2,578)

Transaction expense (504) (773)

Market information expense (1,463) (765)

Travel and entertainment expense (2,287) (1,849)

Marketing and advertising expense (1,366) (1,041)

Property expense (2,300) (2,403)

Consultants fees (1,706) (1,196)

Corporate Finance service fee (1,560) (3,704)

Finance cost expense (1,840) (272)

Other expenses (5,723) (4,318)

Impairment of goodwill (858) -

Profi t before income tax 24,500 14,810

Income tax expense (6,847) (4,186)

Profi t for the year 17,653 10,624

Summary of movements in consolidated retained profi ts

Retained profi ts at the beginning of the fi nancial year 6,624 1,760

Profi t for the year 17,653 10,624

Adjustment to retained earnings from removal of minority interest (253) 129

Dividends provided for or paid (13,701) (5,889)

Retained profi ts at the end of the fi nancial year 10,341 6,624

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(b) Balance sheetSet out below is a consolidated balance sheet as at 30 June 2007 of the Closed Group consisting of Wilson HTM Investment Group Ltd and all its entities party to the deed of cross guarantee.

2007 2006

$’000 $’000

Current assets

Cash and cash equivalents 20,447 34,317

Trade and other receivables 135,439 61,775

Other fi nancial assets at fair value through profi t or loss 57,454 12,115

Other current assets 3,373 1,812

Total current assets 216,713 110,019

Non-current assets

Other fi nancial assets 4,633 807

Property, plant and equipment 4,396 4,851

Deferred tax assets 1,465 1,706

Intangible assets 185 287

Other non-current assets 1,442 -

Total non-current assets 12,121 7,651

Total assets 228,834 117,670

Current liabilities

Trade and other payables 148,762 76,846

Borrowings 15,000 -

Non-Interest bearing liabilities - 6,026

Other current liabilities 1,496 1,216

Current tax liabilities 2,430 2,179

Provisions 1,850 1,886

Total current liabilities 169,538 88,153

Non-current liabilities

Deferred income 405 455

Deferred tax liabilities - 267

Provisions 731 625

Other non-current liabilities 559 443

Total non-current liabilities 1,695 1,790

Total liabilities 171,233 89,943

Net assets 57,601 27,727

Equity

Contributed equity 42,924 20,886

Reserves 593 217

Retained profi ts 10,341 6,624

Minority interest 3,743 -

Total equity 57,601 27,727

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Notes to the fi nancial statements- Continued

42 Investments in associates

(a) Carrying amountsInformation relating to associates is set out below.

Name of company Principal activity

Ownership interest Consolidated Parent

2007 2006 2007 2006 2007 2006

% % $’000 $’000 $’000 $’000

Unlisted

Plato Investment Management Limited Funds management 36.7 - - - - -

Palisade Investment Partners Limited Funds management 17.1 - 10 - - -

10 - - -

Each of the above associates is incorporated in Australia.

Consolidated

2007 2006

$’000 $’000

(b) Movements in carrying amounts

Carrying amount at the beginning of the fi nancial year - -

Share of loss after income tax (261) -

Acquisition of associate 60 -

Application of investment in associate against outstanding loan balance (note 12) 211 -

Carrying amount at the end of the fi nancial year 10 -

(c) Share of associates’ profi ts or losses

Loss before income tax (371) -

Income tax benefi t 110 -

Loss after income tax (261) -

(d) Summarised fi nancial information of associates

Group’s share of:

Assets Liabilities Revenues Profi t

2007 $’000 $’000 $’000 $’000

Plato Investment Management Limited 466 660 51 (251)

Palisade Investment Partners Limited 14 9 - (10)

480 669 51 (261)

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43 Reconciliation of profi t aft er income tax to net cash infl ow from operating activities

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Profi t for the year 19,111 11,257 12,412 6,093

Depreciation 1,668 1,637 - -

Amortisation 208 61 - -

Provision for bad debts - (100) - -

Other provisions (369) (39) - -

Provision for employee entitlements 748 408 - -

Foreign exchange diff erence - 22 - -

Impairment of investment 858 - - -

Net (gain) / loss on sale of available-for-sale fi nancial assets (6,617) - (6,300) -

Decrease / (Increase) in trade debtors (62,919) (4,948) (6,300) -

Decrease / (Increase) in inventories (38,722) (6,482) (40,272) (3,027)

Decrease / (Increase) in other income receivable (11,763) 1,408 - (27)

Decrease / (Increase) in deferred tax asset 112 (20) (481) (76)

Decrease / (Increase) in other prepayments (343) (208) - -

Decrease / (Increase) in other current assets (1,228) - - -

(Decrease) / Increase in trade creditors 72,099 12,034 605 -

(Decrease) / Increase in provision for income taxes payable 606 (1,070) (1,224) (1,208)

(Decrease) / Increase in provision for deferred income tax (234) 172 1,707 497

(Decrease) / Increase in other provisions 116 383 - -

Net cash (outfl ow) / infl ow from operating activities (26,669) 14,515 (33,553) 2,252

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Notes to the fi nancial statements- Continued

44 Earnings per share

Consolidated

2007 2006

Cents Cents

(a) Basic earnings per share

Profi t from continuing operations attributable to the ordinary equity holders of the Company 21.8 15.5

(b) Diluted earnings per share

Profi t from continuing operations attributable to the ordinary equity holders of the Company 21.7 15.3

(c) Reconciliations of earnings used in calculating earnings per share

Consolidated

2007 2006

$’000 $’000

Basic earnings per share

Profi t from continuing operations 19,111 11,257

Profi t from continuing operations attributable to minority interests (2,181) (316)

Profi t from continuing operations attributable to the ordinary equity holders of the Company used in calculating basic earnings per share 16,930 10,941

Diluted earnings per share

Profi t attributable to the ordinary equity holders of the Company used in calculating basic earnings per share 19,111 11,257

Profi t from continuing operations attributable to minority interests (2,181) (316)

Profi t from continuing operations attributable to the ordinary equity holders of the Company used in calculating diluted earnings per share 16,930 10,941

(d) Weighted average number of shares used as the denominator

Consolidated

2007 2006

Number Number

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 77,702,777 70,764,413

Adjustments for calculation of diluted earnings per share:

Loyalty rights plan - 598,950

Options 268,132 -

Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 77,970,909 71,363,363

(e) Information concerning the classifi cation of securities(i) Loyalty rights plan

Rights granted to employees under the Wilson HTM Investment Group Loyalty Rights Plan in 2006 were considered to be potential ordinary shares and were included in the determination of diluted earnings per share for that year, to the extent to which they were dilutive. The rights were not included in the determination of basic earnings per share. In 2007, the rights have converted to ordinary shares and are included in the determination of basic earnings per share.

(ii) Options

Options granted to employees under the Wilson HTM Investment Group Employee Option Share Plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 45.

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(iii) Share split

On 16 May 2007 the Company undertook a 7.5 : 1 share split and the above earnings per share calculations have been restated using the post-split number of shares. Refer to note 30.

(f) Alternate calculation

2007 alternate basic earnings per share 19.0 cents

2007 alternate diluted earnings per share 17.5 cents

Alternate basic earnings per share has been calculated as if the 12,500,000 shares issued at the time of listing had been on issue throughout the entire 2007 fi nancial year, resulting in a total of 95,707,675 shares being used as the denominator, and assuming the net proceeds from the listing achieved a return comparable with the Company’s cost of debt for the year.

Alternate diluted earnings per share is presented after adjusting the number of shares on issue used in the alternate basic calculation for potential ordinary shares, which comprise options on issue numbering 8,250,000. No allowance was made in the calculation for funds to be received in relation to these options.

The Directors consider that this earnings per share calculation is more meaningful to current shareholders as it presents the per share earning of the Group consistently with how they will be measured in future periods.

45 Share-based payments

(a) Executive Loan Share Plan The establishment of the Wilson HTM Investment Group Limited Executive Loan Share Plan was approved by the Board during the 2006 fi nancial year.

Participation in the plan is by invitation only. Participants are provided with an interest free loan to acquire an interest in the scheme trust in proportion to the number of shares allocated under the plan. The scheme trust holds the shares allocated under the scheme for the benefi t of the scheme participant until all vesting conditions are satisfi ed.

The scheme trust has acquired all shares necessary to fulfi ll its obligations under the plan. 3,697,500 shares have been allocated under the scheme to 26 participating employees.

Allocated shares may only be redeemed when the service conditions set out in the plan have been satisfi ed. All performance conditions associated with the plan have been deemed by the board to have been satisfi ed.

Any dividends paid in respect of the shares will be used to repay any amounts owing on the interest free loans provided to participants.

Fair value of interests granted

The assessed fair value at grant date of interests granted during the year ended 30 June 2007 was $0.46 (2006: $0.34) per interest. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account: the exercise price; the term of the interest; the impact of dilution; the share price at grant date and expected price volatility of the underlying share; the expected dividend yield; and the risk free interest rate for the term of the interest.

The model inputs for interests granted during the year ended 30 June 2007 included:

(a) interests are granted for consideration of $0.89 (2006: $0.67) per share, have a three year life, and 33% of each tranche vests and is exercisable after each of the three vesting periods

(b) exercise price: $0.89 (2006: $0.67)

(c) grant date: 20 November 2006 (2006: 8 March 2006)

(d) share price at grant date: $0.89 (2006: $0.67)

(e) expected price volatility of the company’s shares: 15.8% (2006: 16.3%)

(f) expected dividend yield: 7.0% (2006: 7.0%)

(g) risk-free interest rate: 5.91% (2006: 5.33%)

The interests granted under the scheme are treated as an equity-settled share-based payment. The accounting treatment is to expense the fair value of the interest over the vesting period with a corresponding increase in share-based payments equity reserve.

No further interests will be issued under this scheme.

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Notes to the fi nancial statements- Continued

(b) Employee Option Share PlanThe establishment of the Wilson HTM Investment Group Employee Option Share Plan (EOSP) was approved by the Board during the 2007 fi nancial year. The EOSP is designed to provide long-term incentives for senior managers and above (including executive and non-executive directors) to deliver long-term shareholder returns. Under the plan, participants are granted options which only vest if certain service conditions are met. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefi ts.

Under the plan, participants are granted options which only vest if the employees are still employed by the Group at the end of the vesting period. Once vested, the options remain exercisable for a period of one year.

Options granted under the plan carry no dividend or voting rights.

The options are granted for nil consideration and have an exercise price of $1.33.

Grant Date Expiry dateExercise

price

Balance at start of the

year

Granted during the

year

Exercised during the

year

Forfeited during the

year

Balance at end of the

year

Vested and exercisable

at end of the year

Number Number Number Number Number Number

Consolidated and parent - 2007

14 May 2007 11 May 2011 $1.33 - 8,250,000 - - 8,250,000 -

Weighted average exercise price $- $1.33 $- $- $1.33 $-

No options expired during the periods covered by the above tables.

The weighted average remaining contractual life of share options outstanding at the end of the period was 2.87 years (2006 - n/a).

Fair value of interests granted

The assessed fair value at grant date of options granted during the year ended 30 June 2007 was $0.12 per option. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The model inputs for options granted during the year ended 30 June 2007 included:

(a) options are granted for no consideration and vest based on fulfi llment of specifi ed service conditions. Vested options are exercisable for a period of one year after vesting.

(b) exercise price: $1.33

(c) grant date: 14 May 2007

(d) expiry date: 14 May 2008, 14 May 2009, 14 May 2010

(e) share price at grant date: $0.85

(f) expected price volatility of the company’s shares: 30%

(g) expected dividend yield: 6.0%

(h) risk-free interest rate: 6.16%

(c) Long-term Incentive Share Plan (LTISP) The establishment of the Wilson HTM Investment Group Long Term Incentive Share Plan was approved by the Board during the year and incorporates the Loyalty Rights Plan which was established in 2006. Participation in the plan is by invitation only.

The Long Term Incentive Share Plan has the following components:

PWM advisor off er

Participants are provided with an interest free loan to acquire an interest in the scheme trust in proportion to the number of shares allocated under the plan. The scheme trust holds the shares allocated under the scheme for the benefi t of the scheme participant until all vesting conditions are satisfi ed.

Participants salary sacrifi ce the cost of the shares in equal allotments over a 59 month period with the applicable number of shares vesting at the end of each month.

The scheme trust has acquired all shares necessary to fulfi ll its obligations under the plan. 935,000 shares have been allocated under the scheme to 11 participating employees.

Allocated shares may only be redeemed when the service conditions set out in the plan have been satisfi ed.

Any dividends paid in respect of the shares will be paid by the Trustee to the participants.

Set out below are summaries of options granted under the plan:

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Fair value of shares granted

The assessed fair value at grant date of interests granted during the year ended 30 June 2006 was $2.47 per interest and is expensed equally over the period from grant date to vesting date. The fair value at grant date is independently determined using a Binomial Approximation Option model that takes into account the exercise price, the term of the interest, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the interest.

The model inputs for shares granted during the year ended 30 June 2007 included:

(a) interests are granted for consideration of $2.00 per share, have a 59 month life, and vest in 60 equal tranches.

(b) grant date: 4 June 2007

(c) share price at grant date: $2.00

(d) expected price volatility of the company’s shares: 30%

(e) expected dividend yield: 3.631%

(f) risk-free interest rate: 6.26%

Loyalty off er

A scheme under which shares may be issued by the Company to employees for no cash consideration was approved by the Board in 2005. All Australian resident permanent employees who have been continuously employed by the Group for a period of at least fi ve years were eligible to participate in the scheme. Employees may elect not to participate in the scheme.

Under the scheme, eligible employees could be granted the rights to up to 15,000 fully-paid ordinary shares in Wilson HTM Investment Group Ltd for no cash consideration. The rights were exercisable twelve months after issue and the Board had discretion as to whether the rights will be cash-settled or settled by the issue of shares.

Off ers under the scheme were at the discretion of the Company.

Shares issued under the scheme may not be sold until the earlier of one year after issue or cessation of employment by the Group. In all other respects the shares rank equally with other fully-paid ordinary shares on issue.

During the year 653,947 shares were issued under the plan.

The plan is no longer in operation.

(d) Expenses arising from share-based payment transactionsTotal expenses arising from share-based payment transactions recognised during the period as part of employee benefi t expense were as follows:

Consolidated Parent

2007 2006 2007 2006

$’000 $’000 $’000 $’000

Executive loan share plan 90 55 - -

Options issued under employee option share plan 19 - - -

Long-term incentive share plan 268 161 - -

377 216 - -

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Page 94: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Directors’ Declaration

In the Directors’ opinion:

(a) the fi nancial statements and notes set out on pages 40 to 91 are in accordance with the Corporations Act 2001, including:

(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

(ii) giving a true and fair view of the Company’s and consolidated entity’s fi nancial position as at 30 June 2007 and of their performance for the fi nancial year ended on that date; and

(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; and

(c) the audited remuneration disclosures set out on pages 22 to 30 of the Directors’ Report comply with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001; and

(d) at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group (refer note 41) will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 41.

The Directors have been given the declarations by the Managing Director and Chief Financial Offi cer required by section 295A of the Corporations Act 2001.

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

Steven WilsonEXECUTIVE CHAIRMANWILSON HTM INVESTMENT GROUP LTD

Sydney 28 August 2007

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Independent Auditor's Report

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Independent Auditor's Report- Continued

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Page 97: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

Shareholder Information

The shareholder information set out below was applicable as at 31 August 2007.

Shares On Issue

Distribution of equities securitiesRange No. of Shareholders No. of Shares %

1-1,000 660 618,119 0.65

1,001-5,000 873 2,520,393 2.63

5,001-10,000 156 1,364,151 1.42

10,001-100,000 167 7,225,455 7.55

100,001 and over 55 83,979,557 87.75

Total 1,911 95,707,675 100.00

Holdings of less than a marketable parcel

Nil

Twenty largest shareholdersOrdinary Shares %

Deutsche Australia Limited 19,045,828 19.90

Warragai Investments Pty Ltd 15,363,933 16.05

Mr Alexander William Macdonald Grant 3,797,603 3.97

WHTM Employee Share Plan Managers Pty Ltd <EPP A/C> 3,697,500 3.86

Mr David Noel Groth 3,096,568 3.24

Mr David Francis Cleary 3,005,925 3.14

Mr Garry Patrick Lowrey 2,554,268 2.67

Mr Joseph James Pagliaro & Mrs Michelle Mary Pagliaro <The Jomipag Growth A/C>

2,318,430 2.42

GWR Financial Services Pty Ltd <Alderley Investments A/C> 2,047,410 2.14

Usinoz Pty Ltd <Ihlenfeldt Family A/C> 1,980,568 2.07

WHTM Employee Share Plan Managers Pty Ltd <LTISP Account> 1,813,812 1.90

CIBAW Pty Ltd <The Bligh Family A/C> 1,635,180 1.71

NIAS Investments Pty Ltd 1,500,000 1.57

Mr Barry Athol Bicknell 1,403,295 1.47

Mast Capital Pty Ltd <The Keyser Family A/C> 1,256,086 1.31

Westmark Investments Pty Ltd <The Seabrook Family A/C> 1,089,225 1.14

Mr Neil Edward Schafer & Mrs Molly Clark Schafer <Lodge Road Super Fund A/C>

1,081,080 1.13

Mr Paul Henry Tynan 1,007,670 1.05

Mr Angus Buchanan Bligh & Mrs Rebecca Jean Bligh <The Bligh Family A/C>

1,000,000 1.04

Mr Gregory John Burton 995,468 1.04

Total 69,689,849 72.82

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Substantial ShareholdingsThe names of the shareholders who have notifi ed the Company of a substantial holding in accordance with section 671B of the Corporations Act 2001 are:

Substantial Shareholder No. of shares % of total

Deutsche Australia Limited 19,045,828 19.90

Warragai Investments Pty Ltd 15,363,933 16.05

Wilson HTM Investment Group Ltd 18,892,561 19.74

Note 1: Wilson HTM Investment Group Ltd has a relevant interest by virtue of various escrow restriction deeds entered into with shareholders.

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

Voluntary RestrictionsDetails of the shares that are held in voluntary escrow are as follows

Escrow Terms No. of shares

Ordinary Fully Paid Shares Escrowed until 19 June 2008 6,297,540

Ordinary Fully Paid Shares Escrowed until 19 June 2009 12,595,021

Options On Issue

Distribution of option securities:There are 8,250,000 options on issue.

The options are held by Wilson HTM Option Plan Managers Pty Ltd as trustee for the WHIG Employee Option Share Plan.

The options are not listed.

Voting RightsThere are no voting rights attaching to the options.

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…and Client AlphaWilson HTM Investment Group LtdFund Performance as at 30 June 2007

1 year 2 year 3 year 5 year 7 year

Pinnacle Hyperion Australian Equities Composite Return 32.6% 32.0% 31.9% 20.8% 17.2%

Alpha 1 +3.4% +5.5% +5.5% +1.5% +3.1%

Plato Australian Shares Core Fund (since inception)Return 22.3% n/a n/a n/a n/a

Alpha 1 +2.5% n/a n/a n/a n/a

Wilson HTM Authorised Investment Manager Australian Equities CompositeReturn 50.4% 35.7% 36.3% 25.2% 21.3%

Alpha 2 +20.2% +8.5% +9.9% +5.7% +7.0%

Wilson HTM First Choice FundReturn 86.5% 75.3% n/a n/a n/a

Alpha 3 +42.1% +40.7% n/a n/a n/a

Peer Group Intech Median ManagerReturn 29.4% 27.2% 27.4% 20.3% n/a

Alpha 4 +0.2% +0.6% +1.0% +1.0% n/a

Benchmark (1) = S&P/ASX 300 Accumulation Index; Benchmark (2) = S&P/ASX All Ordinaries Accumulation Index; Benchmark (3) = S&P/ASX Small Ordinaries Accumulation Index,

(4) = Intech Median Manager returns are sourced from Intech Investment Consultants. Alpha is calculated against the S&P/ASX 300 Accumulation Index.

Highlights for FY2007

Underpinned by growth in FUM Wilson HTM Investment Group LtdFunds Under Management

30 Jun 200630 Jun 200530 Jun 2004 30 June 2007

Pinnacle

$ b

illio

n

Wilson HTM Investment Group

3.0

2.0

1.0

0.0

0.5

0.7

0.6

0.9

1.0

1.3

1.7

2.0

• FUM grew by $1.4 billion or 62% to $3.7 billion

• Compound annual growth rate of 46% since 2004

• Launch of Pinnacle Investment Management; Plato Investment Management and Palisade Investment Partners

• 86.5% return generated by the Flagship First Choice Fund

• Introduction of the First Choice Healthcare Fund

Other achievements• Successful Initial Public Off ering, WIG shares up 81% on issue price as at 31 August 2007

• Asset Management’s Innovation Award for Staff Management in 2007

• Research ranking by StarMine in top three for profi tability of recommendations

• Awarded Bioshares Stock Broker of the Year two consecutive years (2006 & 2007)

• Revenues up 40% to $131.7 million in FY2007• Net profi t after tax up 55% to $16.9 million in FY2007

• NPAT compound annual growth rate of 47% since 2004

• EPS of 17.5 cents per share, 20% above prospectus• Annual average return on equity of 58.2% since 2004

Another year of solid fi nancial performance

1 FY2004 and FY2005 are on an adjusted basis. Refer to Managing Director’s Report

(page 8) for an explanation of the adjustment.

Wilson HTM Investment Group LtdRevenue and Profit Growth FY2004-FY2007

Adjusted NPAT ($m)Revenue ($m)

120

100

80

60

40

20

0.0 0

5

10

15

FY20041 FY20051 FY2006 FY2007

Corporate Directory

Wilson HTM Investment Group LtdIncorporated in Queensland on 23 April 2002

ABN22 100 325 184

Directors Steven Wilson, Executive Chairman

Garry Lowrey, Managing Director

Chum Darvall, Non-executive Director

Ian Fraser, Non-executive Director

Paul Harris, Non-executive Director

Steven Skala, Non-executive Director

Warren McLeland, Non-executive Director

Company SecretaryIan Harrison

Registered and other Offi cesQueensland (Registered and Head Offi ce)

Level 38, Riparian Plaza

71 Eagle Street

Brisbane QLD 4000

Telephone 07 3212 1333

New South Wales

Level 26, Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Telephone 02 8247 6600

Victoria

Level 11, 8 Exhibition Street

Melbourne VIC 3001

Telephone 03 9640 3888

Share RegistryComputershare Investor Services Pty Limited

Level 19, 307 Queen Street

Brisbane QLD 4000

Telephone 1300 552 270

ASX Code WIG

Wilson HTM Investment Group Ltd

Shares are listed on the Australian Securities Exchange

BankerCommonwealth Bank of Australia

AuditorPricewaterhouseCoopers

Website Addresswww.wilsonhtm.com.au

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Page 100: For personal use only - Australian Securities Exchange · Investment Group Ltd’s first annual report ... and Client Alpha Wilson HTM Investment Group Ltd ... Our people are the

We are pleased to present Wilson HTM

Investment Group Ltd’s first annual report

as a listed company and to highlight our

performance for the 2007 financial year.

ANNUAL REPORT 2007

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