GRD Concise Financial Report 2007 - Final · 2008. 3. 31. · M Cliff Lawrenson (Chief Executive Officer, ... Mr Bryant joined the GRD group in 2000 and was responsible for the financial,

GRD Limited ACN 009 201 754

C O N C I S E F I N A N C I A L R E P O R T

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C O N T E N T S

GRD LIMITED

Page Directors’ Report 1

Corporate Governance Statement 16

Income Statement 18

Balance Sheet 19

Statement of Changes in Equity 20

Cash Flow Statement 21

Notes to the Concise Financial Report 22

Directors’ Declaration 31

Independent Audit Report to the Members of GRD Limited 32

Additional Shareholder Information 34

Relationship of the Concise Financial Report to the Full Financial Report The concise financial report is an extract from the full financial report for the year ended 31 December 2007. The financial statements and specific disclosures included in the concise financial report have been derived from the full financial report. The concise financial report cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of GRD Limited and its subsidiaries as the full financial report. Further financial information can be obtained from the full financial report. The full financial report and auditor’s report will be sent to members on request, free of charge. Please call + 8 9278 1888 and a copy will be forwarded to you. Alternatively, you can access both the full financial report and the concise report via our website at www.grd.com.au.

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D I R E C T O R S ’ R E P O R T

GRD LIMITED 1

The Directors of GRD Limited (“the Company” or “GRD”) submit the following report in respect of the Company and the consolidated entity for the financial year ended 31 December 2007. DIRECTORS The following persons held office as Directors of GRD during or since the end of the financial year. Unless otherwise indicated all Directors held their position as a Director throughout the entire financial year and up to the date of this report. Richard F Court (Non-executive Chairman)

Mr Court AC was Premier and Treasurer of Western Australia from 1993 to 2001 and retired from Parliament after nineteen years as the Member for Nedlands. His Government achieved the successful privatisation of SGIO, BankWest, AlintaGas, Westrail Freight and DBNG Pipeline. Mr Court was actively involved with initiatives to expand the resources sector including the successful deregulation of the Western Australian gas market, the LNG marketing push into China and Korea, and infrastructure support for the mining and oil and gas sector – these interests are now being actively pursued through the private sector. Mr Court is a Commerce graduate from the University of Western Australia. Mr Court was appointed as Chairman of GRD on 29 May 2006, is the Chairman of the Remuneration and Nomination Committee and a member of the Audit and Risk management Committee. He has not held any directorships of other listed companies in the past three years. M Cliff Lawrenson (Chief Executive Officer, appointed Director 4 April 2006)

Mr Lawrenson joined GRD in 2004, prior to which he spent seven years with CMS Energy Corporation in the United States as Vice President Financial, Advisory and Strategic Planning. He has worked extensively in development and investment banking around the world, including in Australia and Singapore. Mr Lawrenson has served on several boards in international locations where he has lead the development and financing of numerous major infrastructure projects. He holds postgraduate qualifications in commerce and finance. Mr Lawrenson was a Director of Oceana Gold Limited from 30 January 2006 until 29 May 2006. Christopher R Pointon (Non-executive, appointed 3 December 2007) Dr Pointon has extensive international experience in the resources sector and a track record in building and managing new organisations. A career mining executive, Dr Pointon has over 30 years’ experience covering Australia, Latin America, Europe and Asia, and in most major metals. His early career was in minerals exploration, initially with CRA (subsequently Rio Tinto), and then Royal Dutch Shell – Billiton. Dr Pointon gained experience across the business spectrum with assignments including human resources, business development and operations, before moving into general and strategic management. Prior to joining the GRD Board, Dr Pointon was a senior executive with BHP Billiton and was appointed President, Stainless Steel Materials in June 2001, where he helped build this business into the world’s third largest nickel producer, with annual sales of over US$5 billion. He holds a Doctorate in Geology from Aston University in the UK. Dr Pointon is currently a Director of European Nickel PLC. Bruce G Thomas (Non-executive)

Mr Thomas is a Chartered Accountant, a Chartered Secretary and an Associate of the Securities Institute of Australia. Mr Thomas has substantial experience in capital markets and funds management. He is Chairman of the Audit and Risk management Committee and a member of the Remuneration and Nomination Committee. Mr Thomas is also a Director of Hill End Gold Limited (from 22 February 2005) and was a Director of Oceana Gold Limited from 10 April 2006 until 6 November 2006. John D White (Non-executive)

Dr White held the position of Managing Director of Global Renewables until 31 December 2005. He is a former Managing Director of Transfield Defence Systems, Visy Industries and Siddons Ramset. Dr White holds a PhD in Engineering from the University of Cambridge and has extensive experience in the leadership and strategic development of businesses in the technology, manufacturing and distribution sectors. Dr White has not held any directorships of other listed companies in the past three years. Steven G Dean (Non-executive, resigned 26 March 2008)

Mr Dean is a Fellow of the Australian Institute of Mining and Metallurgy, the Australian Institute of Chartered Accountants, a Member of the Canadian Institute of Mining, Metallurgy and Petroleum, and was a founding Director of the Australian Gold Council. He was previously a member of the founding management group of Normandy Poseidon, which later became Normandy Mining Limited, founder of PacMin Mining Corporation and President of Teck Cominco Limited. Mr Dean is currently Director and Chairman of Amerigo Resources Limited (from 1 April 2003) and Spur Ventures Inc. (from 19 June 2003). Until his resignation, he was a member of both the Audit and Risk Management Committee and Remuneration and Nomination Committee.

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GRD LIMITED 2

Brettney T Fogarty (Non-executive, resigned 15 May 2007)

Mr Fogarty is a member of the Securities Institute of Australia and a former member of the Australian Stock Exchange. Mr Fogarty held the roles of Chairman and Chief Executive Officer of GRD for many years until retiring as CEO on 31 March 2006 and Chairman on 29 May 2006. Mr Fogarty was also a Director of Oceana Gold Limited from 24 December 2003 until 10 April 2006. COMPANY SECRETARY Peter J Bryant (appointed 4 April 2006)

Mr Bryant joined the GRD group in 2000 and was responsible for the financial, commercial and support services of the Company’s Engineering business. He was appointed Chief Financial Officer of the GRD group in January 2005 and Company Secretary in April 2006. Prior to joining GRD Peter spent several years with the entrepreneurial, Perth based, Australian Capital Equity Group, where he held several senior financial and management positions. He commenced his career at Ernst & Young, spending time in their offices in Perth, UK and USA. Mr Bryant is a member of the Institute of Chartered Accountants Australia. DIRECTORS’ SHARE AND OPTION HOLDINGS The relevant interest of each Director in the share capital of the Company and shares under option as at the date of this report is as follows: Direct Interest Indirect Interest

Director Ordinary Shares Options Ordinary Shares

R F Court - - 127,000 M C Lawrenson 200,000 4,750,000 - C R Pointon - - 33,000 B G Thomas - - 3,820,000 J D White - 4,000,000 115,142

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES GRD is an Australian engineering, development and operating company. The principal activities of the consolidated entity during the period comprised:

• Engineering: GRD Minproc Limited (“GRD Minproc”) is a leading engineering construction business providing high value services and specialising in the design, procurement and construction of mineral resource and waste-to-resource projects. GRD Minproc’s process engineering reputation and project record are internationally recognised.

• Waste-to-Resources: Development – Global Renewables has assembled the world’s leading

technologies to maximise the recovery of resources from the municipal solid waste stream. The UR-3R Process is a mechanical biological treatment (MBT) that treats municipal solid waste through integrated sorting, biological digestion and composting processes. Global Renewables has successfully implemented this technology at its operating plant at Eastern Creek, Sydney, and construction of two UR-3R™ facilities is underway in Lancashire in the United Kingdom.

• Waste-to-Resources : Operating – Global Renewables owns and operates an urban waste treatment project incorporating the UR-3R Process at Eastern Creek in Sydney, Australia. The Eastern Creek UR-3R™ Facility is designed to process 175,000 tonnes of municipal solid waste per annum. The Facility is a public private partnership and operates under a 25 year contract with WSN Environmental Solutions.

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GRD LIMITED 3

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS On 2 March 2007 GRD’s subsidiary Global Renewables executed contracts establishing the Lancashire Waste Partnership PFI Project (the ‘Lancashire Waste Project’) in the United Kingdom, jointly with Bovis Lend Lease Limited. The GRD Group does not control the Lancashire Waste Project but is a 50% shareholder and carries this interest on its Balance Sheet as an equity accounted investment. In the opinion of the Directors, there were no other significant changes in the state of affairs of the consolidated entity that occurred during the year under review, not otherwise disclosed in this report or the financial statements. DIVIDENDS An interim unfranked dividend of three cents per share for the year ended 31 December 2007 was paid on 6 September 2007 ($5.772 million). On 28 February 2008 the Directors announced a final unfranked dividend for 2007 of three cents per ordinary share to be paid on 4 April 2008 ($5.772 million). OPERATING AND FINANCIAL REVIEW Overview of Group Strategies and Prospects The Group’s Engineering business GRD Minproc delivered a strong operating result in 2007, performing well in the competitive mining services sector. GRD Minproc is well positioned to capture substantial new contracts in Australia and its major global hubs in Africa and South America. GRD Minproc expanded in Australia during the year by opening an office in Brisbane to help counter the highly competitive labour market it faces in Perth. In South America an office was also established in Santiago, Chile, to improve access to the many opportunities existing in the Andean region. With the global resources sector expected to remain buoyant for some years, GRD Minproc will continue to prudently diversify the base of commodities in which it works, while remaining focused on its traditional strengths surrounding the processing of gold, copper, nickel and, more recently, uranium. The company’s support of the Global Renewables’ waste processing business, and the revenue from such design and construction work, remains an important and growing component of GRD Minproc, which offers additional diversification from the global resources cycle. The Global Renewables business is underpinned by the UR-3R Process® which has successfully been implemented in Australia at Eastern Creek, and upon which the Lancashire Waste Project in the UK, which is currently under construction, is based. It is the company’s view that the international growth potential of Global Renewables is likely to be enhanced by restructuring its ownership or introducing a major strategic partner. This would likely provide the size and capability to more aggressively exploit opportunities available to Global Renewables and help the business become a long-term sustainable leader in the field of waste processing and diversion from landfill. GRD’s objective is to advance the Global Renewables business as quickly as possible, with a view to accelerating the return to investors. Establishing the Lancashire Waste Project during the year was a significant achievement for Global Renewables. The short term development focus of the business remains in the UK and Europe, where market imperatives for avoiding landfilling of municipal waste are some years ahead of Australia and other parts of the world. Numerous further UK opportunities are currently being pursued under an alliance partner arrangement with Lend Lease Corporation Limited. Global Renewables remains focused on delivering the Lancashire Waste Project into commencement of operations in 2010 and improving the financial returns from its Eastern Creek facility. The Eastern Creek operation has been slow to deliver the financial results anticipated and, following a rebuilding year in 2007, significant improvements are expected in 2008.

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GRD LIMITED 4

Operating Results for the Year GRD Limited recorded a net profit after tax attributable to its continuing operations of $5.273 million for the 2007 full year, up $3.244 million (160%) on the comparative 2006 result of $2.029 million. Earnings before tax for the continuing operations of $9.798 million were up $7.160 million on the 2006 result of $2.638 million. The increase in the Group’s earnings from continuing operations reflects the strengthening of GRD Minproc coupled with the contribution to profit from the financial close of the Lancashire Waste Project. GRD Minproc delivered solid growth in earnings before tax for the full year to $26.521 million, with the majority of the growth achieved through its operations in South Africa, Brazil and the UK. Growth in Australia was constrained in part by the highly competitive labour market in Western Australia and thus the ability to attract additional high quality staff to complement the company’s existing work force. GRD Minproc’s strong performance was offset in part by the under-performance of it’s construction, fabrication and maintenance subsidiary, Kirfield Limited, with this business recording a loss from continuing operations of $0.992 million due to increased international competition and the finalisation of significant projects early in the year (2006: profit of $2.757 million). The core GRD Minproc business, excluding Kirfield, generated a 30% increase in earnings before tax in 2007 to $27.513 million. The results of GRD Minproc and Kirfield are consolidated to reflect GRD’s Engineering segment result. The Waste-to-Resources business recorded a loss before tax of $5.130 million, incorporating the gain on the financial close of Lancashire, continued investment in business development and an operating loss at the Eastern Creek UR-3R Facility. Establishing the Lancashire Waste Project in early 2007, in partnership with Bovis Lend Lease Limited, was a significant achievement and milestone for Global Renewables, being the culmination of several years of development and providing a strong platform to secure further waste projects of this sort in the UK. The profit before tax to the consolidated GRD group from the financial close of the Lancashire Waste Project was $8.787 million. Global Renewables business development activity continues to be focused in the UK, with all costs being expensed as incurred until preferred bidder status is achieved. Completion of the Eastern Creek fire rectification and other plant enhancements, including the commissioning of the intermediate refinery circuit, was delayed relative to the original timetables. These delays impacted the Facility’s ability to operate at full capacity, thus reducing revenue levels and were a significant factor in the Facility recording a trading loss for the year. The Group’s corporate and unallocated expenditure for the year of $8.905 million represents a significant reduction on the 2006 comparative of $11.100 million. The consolidated Group recorded a loss after tax from discontinued operations in 2007 of $1.326 million, reflecting the closure of Kirfield’s fabrication workshop in Western Australia. The 2006 profit from discontinued operations of $55.477 million largely represents the gains made on disposal of the OceanaGold business. Earnings Per Share The Company had a weighted average number of shares on issue during the year of 192,370,078. Basic earnings per share (EPS) for 2007 is 2.0 cents per share (2006: 41.1 cents). Diluted EPS for 2007 is 2.0 cents (2006: 40.8 cents). For the continuing operations basic EPS for 2007 was 2.7 cents per share, up from 1.1 cents per share in 2006. Balance Sheet At 31 December 2007 the GRD balance sheet reflects total assets of $304.990 million (2006: $338.340 million). Net working capital has reduced from $108.865 million at the beginning of the year to $77.189 million at 31 December 2007, as funds were used to invest in the Lancashire Waste Project and plant and equipment. The Group’s non-current assets have increased from $171.922 million to $191.215 million at 31 December 2007, with the most significant change during the year being the new $66.723 million balance for equity accounted investments. This balance comprises mainly the Group’s 50% investment in the Lancashire Waste Project of $63.928 million, which at December 2006 was largely classified as project development costs. The other equity accounted investment is GRD Minproc’s 50% interest in the UK joint venture undertaking the design and construction of the Lancashire Waste Project’s facilities.

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GRD LIMITED 5

There has been no significant change to GRD’s gearing during the year. Excluding cash and other net working capital, the Group has interest bearing debt of $96.413 million at 31 December 2007 (2006: $98.632 million). Of this debt, $1.748 million is due for repayment in 2008 and $1.696 million in 2009. Cash Flows The Group’s cash holdings at 31 December 2007 are $36.993 million, a reduction of $72.501 million during the year. Due to the growth of GRD Minproc and some unfavourable timing factors, the Group’s investment in non-cash net working capital during 2007 has increased $40.363 million, accounting for a significant component of the reduction in cash and explaining why the net cash flows from operating activities is negative. Mainly from an investment perspective, the net cash outflow during 2007 in establishing the Group’s investment in the Lancashire Waste Project was $17.936 million. The Group also invested significantly in plant equipment of $15.838 million (2006: $5.927 million) and intangible assets of $1.671 million (2006: $1.289 million). The significant financing activities were that the Group repaid debt of $1.819 million (2006: $9.046 million) and paid dividends to shareholders of $11.543 million (2006: $11.528 million). ENVIRONMENTAL REGULATION AND PERFORMANCE Through its subsidiary Global Renewables, the consolidated entity owns and operates the world’s first UR-3R municipal waste treatment facility at Eastern Creek, Sydney. The Eastern Creek facility operates in accordance with a specific Operating Licence under Section 55 of the NSW Protection of the Environment Operations Act 1997. There have been no significant known breaches of the Operating Licence during the financial year or to the date of this report. EVENTS SUBSEQUENT TO BALANCE DATE Since the end of the financial period, the Directors are not aware of any other matter or circumstance not otherwise dealt with in this report or the financial statements, that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS In the opinion of the Directors, disclosure of any further information on likely developments in operations and expected results would be prejudicial to the interests of the Company, the consolidated entity and shareholders. SHARE OPTIONS At the date of this report, there were 13,750,000 unissued ordinary shares under options (13,850,000 at balance date). During the year 2,600,000 options to acquire ordinary shares in the Company were issued as remuneration options. No options have been issued since the end of the year to the date of this report. During the year 170,000 options to acquire fully paid ordinary shares in the Company were exercised at exercise prices of $1.95 (150,000 options) and $1.29 (20,000 options). In addition 1,200,000 options to acquire fully paid ordinary shares in the Company were forfeited. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The consolidated entity maintains insurance policies that provide for indemnification (to the extent permitted by the Corporations Act 2001) for loss suffered by its Directors and Officers as a result of any act or omission caused by its Directors or Officers in conducting their affairs in the capacity of Directors and Officers of the consolidated entity. Associated premiums paid during the period were $85,556 (2006: $110,409). PROCEEDINGS ON BEHALF OF THE COMPANY There are no proceedings on behalf of the Company under section 237 of the Corporations Act 2001 in the financial year or at the date of this report.

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GRD LIMITED 6

REMUNERATION REPORT (Audited) This Remuneration Report outlines the director and executive remuneration arrangements of the company and the group in accordance with the requirements of the Corporations Act 2001 and its Regulations. It also provides the remuneration disclosures required by paragraphs Aus 25.4 to Aus 25.7.2 of AASB 124 Related Party Disclosures, which have been transferred to the Remuneration Report in accordance with Corporations Regulation 2M.6.04. For the purposes of this report Key Management Personnel (KMP) of the group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the company and the group, directly or indirectly, including any director (whether executive or otherwise) of the parent company and includes the five executives in the Parent and the Group receiving the highest remuneration. DETAILS OF KEY MANAGEMENT PERSONNEL

Except as noted all key management personnel held their roles during the current and prior years. (i) Directors

Name Position R F Court Chairman (non-executive) M C Lawrenson Chief Executive Officer * S G Dean Director (non-executive) **** B T Fogarty Director (non-executive) ** C R Pointon Director (non-executive) *** B G Thomas Director (non-executive) J D White Director (non-executive)

* Mr Lawrenson was appointed as the Chief Executive Officer on 31 March 2006 and as a Director on 4 April 2006. Prior to 31

March 2006 he was the Director Development for GRD and was the Company Secretary prior to 4 April 2006. ** Mr Fogarty resigned as a non-executive Director on 15 May 2007. *** Dr Pointon was appointed as a non-executive Director on 3 December 2007. **** Mr Dean resigned as a non-executive Director on 26 March 2008. (ii) Executives

Name Position M Brown Chief Operating Officer (GRD Minproc) P Bryant Chief Financial Officer and Company Secretary (GRD Limited) * B Kinsella Chief Financial Officer and Company Secretary (OceanaGold)** J Kinyon Vice President, New Zealand Operation (OceanaGold)** S Orr Chief Executive Officer (OceanaGold)** T Revy Director Development (GRD Minproc) D Singh Managing Director, Global Renewables ***

* Mr Bryant was appointed Company Secretary on 4 April 2006. ** Messrs Kinsella, Kinyon and Orr were employed by Oceana Gold Limited, which ceased to be a subsidiary of GRD Limited on 18

May 2006. *** Prior to his appointment as the Managing Director of Global Renewables on 12 October 2007, Mr Singh was the Director

Development, Global Renewables. COMPENSATION POLICY

It is the Company’s objective to attract and retain high quality Directors and executive officers. One aspect of achieving this is by remunerating Directors and executive officers in a manner consistent with employment market conditions. To assist in achieving this objective, the Company links the nature and amount of some of the executive Directors’ and officers’ emoluments to the Company’s financial and operational performance. Where appropriate the Board obtains independent advice on remuneration packages.

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GRD LIMITED 7

Remuneration and Nomination Committee

The Remuneration and Nomination Committee (the “Committee”) of the Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, the Company Secretary and all other key management personnel. The Committee assesses the appropriateness of the nature and amount of compensation of key management personnel on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. As part of this function, the Committee can review and make recommendations to the Board on executive remuneration and incentive policy, executive incentive plans, equity-based incentive plans, remuneration of non-executive Directors, and recruitment, retention, performance measurement and termination policies and procedures for Directors, the CEO, the Company Secretary and all senior executives. Remuneration Structure In accordance with best practice corporate governance, the structure of non-executive Director and executive compensation is separate and distinct. Non-executive Director Compensation Objective The Committee seeks to attract and retain non-executive Directors of a high calibre, and sets non-executive Director remuneration at competitive market levels. Structure In setting the level of non-executive Director remuneration, the Committee considers advice from external consultants and undertakes its own benchmarking with comparable companies. Each Director receives a fee for being a Director of the Company, with additional fees considered in recognition of specific duties carried out by each Director, such as membership on sub-committees of the Board. The current approved aggregate remuneration pool for non-executive Directors is $400,000 per annum. Fees paid to non-executive Directors are reviewed annually. Non-executive Directors are encouraged to hold shares in the Company. The Committee also considers in certain cases it may be appropriate to include equity-based incentives, including share options, in the remuneration package of non-executive Directors, although the Company has not issued share options to non-executive Directors to this date.

Executive Compensation Objective The Committee aims to reward executives with a level and mix of compensation commensurate with their position and responsibilities within the entity so as to: • reward executives for company, business unit and individual performance against targets set to

appropriate benchmarks; • align the interests of executives with those of shareholders; • link rewards with the strategic goals and performance of the company; and • ensure total compensation is competitive by market standards. Structure Remuneration packaging contains the following key elements: • Primary benefits – fixed components of salary, fees and non-monetary benefits such as motor vehicle

costs, and short-term incentives. • Post-employment benefits – including superannuation and prescribed benefits. • Equity-based benefits – includes share options and contributions made into the consolidated entity’s

employment share acquisition plans.

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GRD LIMITED 8

Primary Benefits – Fixed Compensation

Objective The level of fixed primary benefits is reviewed annually by the Committee. The process consists of a review of company-wide, business unit and individual performance, relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. As noted above, the Committee has access to external advice independent of management. Structure Executives and senior managers are given the opportunity to receive part of their primary fixed remuneration in a variety of forms other than cash, such as motor vehicle fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating an unreasonable cost or administrative burden for the Group.

Primary Benefits – Short Term Incentive GRD did not have a formal executive short-term incentive plan in place during the year. However, the CEO’s contract includes provision for the establishment of annual performance criteria upon which a cash performance bonus is to be linked. During 2007 the Committee and Board determined that Mr Lawrenson would be paid a cash bonus of $300,000 following the achievement of certain operational targets during the first year of Mr Lawrenson’s contract, namely the achievement of financial close on the Lancashire Waste Project. The Committee can approve discretionary cash bonuses to executives and senior managers where superior performance has delivered significant value to the Group, such as through the winning of new projects. During 2007 the Committee determined that certain executives and senior managers would be paid a cash bonus in respect of the achievement of financial close on the Lancashire Waste Project in March 2007. The only additional key management personnel who received such a cash bonus was Mr Singh, who received $424,994 during 2007 and early 2008 in respect of this award. No key management personnel received a cash bonus during the prior year. In the prior year, the Company’s former subsidiary OceanaGold, an ASX listed entity, had a formal cash bonus plan in place. The objective of the OceanaGold bonus plan was to link the achievement of the Company’s operational targets with the remuneration received by the executives charged with meeting those targets. The total potential bonus available was set at a level so as to provide sufficient incentive to the senior management to achieve the operational targets and such that the cost to the Group was reasonable in the circumstances. Only executive Directors and senior management employed under contract were eligible to receive bonuses under the plan. Actual OceanaGold bonus payments granted to each senior manager depended on the extent to which operating targets were met. The operational targets consisted of a number of Key Performance Indicators covering both financial and non-financial measures of performance. Typically included were measures such as share price, level of gold reserves, ounces of gold produced and profit. The OceanaGold Remuneration Committee determined whether that company’s overall performance warrants payments under the bonus plan. Mr Orr had a bonus component of remuneration, which was dependent on specific milestones being achieved in respect of share price, gold reserves and gold production. During the prior period Mr Orr did not receive a payment under this bonus plan. Mr Kinsella and Mr Kinyon had a bonus component of remuneration, which was dependent on the achievement of agreed performance targets. During the prior year in respect of these bonus plans, Mr Kinsella received $18,375 and Mr Kinyon $16,099.

Post-employment Benefits

Objective Post-employment benefits include superannuation and any benefits receivable by executives should their employment be terminated by the Company. The Committee reviews the level of primary benefits annually, with assistance of external advisors if required. Structure Australian executives receive statutory superannuation as a minimum, and all executives are given the opportunity to sacrifice additional amounts of their remuneration into superannuation contributions. It is the policy of the Group that termination benefits are only offered to executives employed under contract, unless under a formal redundancy programme.

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GRD LIMITED 9

Equity-based Benefits

Objective The objective of the consolidated entity’s share option plans and employee share acquisition plans is to reward senior executives in a manner that aligns this element of remuneration with the creation of shareholder wealth. Structure GRD Share Options All share options issued include loyalty-vesting periods and vested options can only be exercised if the Director or executive is still in the employment of the consolidated entity at the time of exercise, or if the options are exercised within 3 months of ceasing such employment. Additionally, most share options contain specific qualitative performance requirements that are required to be met before exercise can take place. Some share options issued in prior periods have been issued with only absolute performance requirements, in terms of the exercise price being set above the share price on the date of issue of the share options. In these situations it is considered that the share options formed a relevant component of the remuneration of executives. In relation to Directors and named executives, details of the performance conditions attached to share options are set out below: • 5,000,000 share options were issued during the prior year to Mr Lawrenson. The conditions attached to

these share options include the following:

� The vesting of 2,000,000 of these options is tied to the performance of the GRD Minproc Limited business. 1,000,000 options vested on 31 March 2007 following the achievement of new business being secured with a total capital value to its clients of at least $500 million during the year ending 31 March 2007. The remaining 1,000,000 options are to vest on 31 March 2008 if new business is secured with a total capital value to its clients of at least $1 billion during the two years ending 31 March 2008;

� 1,000,000 of these options vested upon financial close of the Lancashire Waste PFI Project, in March 2007; and

The vesting of 2,000,000 of these options is tied to the GRD Group’s financial performance. 1,000,000 (being 50%) of the options were to vest on 31 March 2007 if the GRD Limited share price outperformed the average share price return of the ASX 200 Accumulation Index for the year ending 31 March 2007. However, these options were forfeited as this condition was not met. The remaining 1,000,000 will vest on 31 March 2008 if the GRD Limited share price outperforms the average share price return of the ASX 200 Accumulation Index for the year ending 31 March 2008.

• All 4,000,000 share options held by Dr White and 150,000 of the options held by Mr Singh include vesting conditions requiring that financial close is achieved for the development of three facilities using the UR-3R Process. This vesting condition has been satisfied during the year following execution of contracts for the Lancashire Waste PFI Project.

• Share options issued during the year to Mr Brown (250,000), Mr Bryant (200,000), Mr Revy (200,000) and Mr Singh (200,000) include vesting conditions that modify the proportion of options that vest on 1 January 2010 based on how the GRD Limited share price has performed relative to the ASX 300 Accumulation Index for the period from the date of option issue and ending 31 December 2009. All share options will vest if the GRD Limited share price ranks equivalent to or higher than the 75th percentile of the stocks comprising the ASX 300 Accumulation Index, 50% of the options will vest should the GRD Limited share price rank equivalent to or higher than the 50th percentile and no options will vest if the GRD Limited share price does not rank equivalent to or higher than the 50th percentile.

• Share options issued during the prior year to Mr Brown (250,000), Mr Bryant (200,000), Mr Revy (200,000) and Mr Singh (200,000) include vesting conditions that modify the proportion of options that vest on 1 January 2009 based on how the GRD Limited share price has performed relative to the ASX 200 Accumulation Index for the period from the date of option issue and ending 31 December 2008. All share options will vest if the GRD Limited share price ranks equivalent to or higher than the 75th percentile of the stocks comprising the ASX 200 Accumulation Index, 50% of the options will vest should the GRD Limited share price rank equivalent to or higher than the 50th percentile and no options will vest if the GRD Limited share price does not rank equivalent to or higher than the 50th percentile.

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GRD LIMITED 10

• 150,000 share options held each by Mr Bryant and Mr Revy include vesting conditions requiring the GRD Minproc Limited business to average a secured order book of projects with a capital value of $750 million for the three years ending 31 December 2006. This vesting condition was satisfied during the year.

The performance conditions are set to be stretch targets recognising performance over and above what is satisfactory for the position and if achieved, are demonstrably beneficial to shareholders. In relation to Directors and named executives, the details of options granted during the year and options that vested during the year are set out below in the section headed ‘Compensation Options: Granted and vested during the year’. The value of options forming part of the remuneration of Directors and executives during the year is shown below in the section headed ‘Compensation of Directors and Other Key Management Personnel’. GRD Employee Share Acquisition Plan Under the GRD Employee Share Acquisition Plan (the “Plan”), the Company offers all Australian employees of the consolidated entity (other than Directors of the Company) the opportunity to purchase shares in GRD Limited. Eligible employees are able to direct up to 10% of their gross salary to acquire shares, with the Company matching the employee contribution on a dollar for dollar basis. Plan shares are acquired on the Australian Stock Exchange at market price and held in trust for participating employees by a dedicated corporate trustee. While the Trustee holds the shares, the employees are entitled to full dividend and voting rights on the shares beneficially held on their behalf. A comprehensive Plan Constitution and Trust Deed set out the basis of operation of the Plan, pursuant to relevant Corporations Act and taxation legislation requirements. The transfer or sale of Plan shares is restricted for a maximum of 3 years. On each anniversary of an employee’s commencement with the Plan, one third of Plan shares acquired with Company contributions in the prior 3-years are vested to the employee. The plan shares acquired with the employee’s contribution vest immediately. In the event that an employee leaves the employment of the Group, all vested shares held by the Trustee are made available to the employee and unvested shares are forfeited. The Plan has been designed as a loyalty-based program, and consequently has no performance conditions attached. This is considered appropriate given that the Plan is open voluntarily to all eligible employees, and requires investment of employees’ funds into the Plan. Employment Contracts

Except as disclosed below all Directors and key management personnel of GRD are employed under contracts of employment with standard commercial terms, such as having no fixed term of expiry, provision for annual review of salary, notice periods for termination of between one and six months and termination payments limited to being in lieu of notice. In respect of Mr Lawrenson, Chief Executive Officer of GRD, certain key details of his employment contract are summarised as follows: • Contract commenced on 31 March 2006 and has no fixed term,

• The contract can be terminated by either party, giving four weeks notice, and

• In the event of termination of his contract by the Company other than for reasons related to serious misconduct or ill health, Mr Lawrenson is entitled to the lesser amount of three times his current annual base salary or the amount calculated in accordance with the statutory retirement provisions of the Corporations Act 2001 (Cth).

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GRD LIMITED 11

Group Performance The Company’s equity-based remuneration will ultimately reward Directors and executives only to the extent that the performance of the Company achieves creation of shareholder wealth. One way of indicating the performance of the Company in recent years is to compare its performance to a comparable peer group of Australian companies. The graph below shows the performance of GRD (measured by its share price) compared to the relative performance of the ASX 200 Accumulation Index and ASX 300 Accumulation Index over a period of 5 years to 31 December 2007. These indices have been used because the vesting of many of the executives’ share options are strictly tied to the company’s share price performance relative to these indices.

Relative Performance of GRD Limited Share Price v's ASX 200 Index and ASX 300 Index

(1 January 2003 - 31 December 2007)

$-

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

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GRD Share PriceASX 200 IndexASX 300 Index

In addition, the performance of the Company can also be reflected in its historical earnings and dividend payout record. The following charts show the basic earnings per share and the ordinary dividends per share of GRD Limited for the last five years, noting that, in respect of the earnings per share, the 2003 year has not been restated for the change to International Financial Reporting Standards that was applicable from 1 January 2004.

GRD LimitedBasic Earnings per Share

-15

-5

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2003 2004 2005 2006 2007

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GRD LimitedDividends per Share

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GRD LIMITED 12

COMPENSATION OF DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL

The following details the nature and amount of remuneration paid to Directors and other key management personnel of the company and the consolidated entity during the year.

December 2007 Short-Term Post Employment Share-base d Payments Total

Salary & Fees 1

$

Cash

Bonus 3

$

Non Monetary Benefits

$

Super-

annuation $

Termination $

Options 2

$

Share Plan $

$

Total Remuneration Performance Consisting

Related of Options Directors R F Court 143,807 - - 6,193 - - - 150,000 0% 0% S G Dean 107,000 - - - - - - 107,000 0% 0% B T Fogarty 26,464 - 513 2,382 - - - 29,359 0% 0% M C Lawrenson 841,346 300,000 1,595 74,250 - 534,091 - 1,751,282 48% 30% C R Pointon 16,667 - - - - - - 16,667 0% 0% B G Thomas 93,807 - - 6,193 - - - 100,000 0% 0% J D White 187,861 - - 12,908 - - - 200,769 0% 0%

Executives - M Brown 437,861 - - 12,908 - 85,887 10,800 547,456 16% 16% P Bryant 287,380 - - 12,908 - 68,710 - 368,998 19% 19% T Revy 287,314 - - 12,908 - 68,710 7,000 375,932 18% 18% D Singh 356,973 424,994 33,454 - - 68,710 - 884,131 56% 8%

Total 2,786,480 724,994 35,562 140,650 - 826,108 17 ,800 4,531,594

December 2006 Short-Term Post Employment Share-base d Payments Total

Salary & Fees 1

$

Cash

Bonus 3

$

Non Monetary Benefits

$

Super-

annuation $

Termination $

Options 2

$

Share Plan $

$

Total Remuneration Performance Consisting

Related of Options Directors R F Court 135,998 - - 5,576 - - - 141,574 0% 0% S G Dean 96,197 - - - - - - 96,197 0% 0% B T Fogarty 221,422 - 53,828 7,486 - - - 282,736 0% 0% M C Lawrenson 676,439 - - 59,345 - 1,424,659 9,423 2,169,866 46% 66% B G Thomas 82,518 - - 5,349 - - - 87,867 0% 0% J D White 187,861 - - 9,144 - - - 197,005 0% 0%

Executives M Brown 395,361 - - 12,273 - 29,355 10,800 447,789 7% 7% P Bryant 280,279 - - 12,413 - 48,684 3,846 345,222 14% 14% B Kinsella 105,815 18,375 - 8,417 - 41,601 10,000 184,208 33% 23% J Kinyon 89,314 16,099 6,973 - - 6,427 8,194 127,007 18% 5% S Orr 399,428 - 24,008 - - 121,435 - 544,871 22% 22% T Revy 263,282 - - 12,152 - 48,684 7,000 331,118 15% 15% D Singh 318,818 - 19,995 - - 23,484 - 362,297 6% 6%

Total 3,252,732 34,474 104,804 132,155 - 1,744,329 49,263 5,317,757 (1) In relation to the fees received by non-executive Directors these disclosed amounts of remuneration include all amounts paid to

the Director or companies related to the Director for services. (2) The remuneration value ascribed to share options in the above tables has been calculated in accordance with AASB 2 Share-

based Payment, whereby the fair value of options determined at grant date is spread evenly (and recognised as an expense) over the vesting period. There were no alterations to the terms and conditions of options issued as remuneration since their grant date.

During the year:

• Mr Brown was issued with 250,000 GRD share options which had a fair value determined at grant date of $157,500. • Mr Bryant was issued with 200,000 GRD share options which had a fair value determined at grant date of $126,000. • Mr Revy was issued with 200,000 GRD share options which had a fair value determined at grant date of $126,000. • Mr Singh was issued with 200,000 GRD share options which had a fair value determined at grant date of $126,000. During the prior year:

• Mr Lawrenson was issued with the following GRD share options: 2,000,000, which had a fair value, determined at grant date of $1,040,000 1,000,000, which had a fair value, determined at grant date of $380,000 2,000,000, which had a fair value, determined at grant date of $200,000 • Mr Brown was issued with 250,000 GRD share options which had a fair value determined at grant date of $130,000. • Mr Bryant was issued with 200,000 GRD share options which had a fair value determined at grant date of $104,000. • Mr Revy was issued with 200,000 GRD share options which had a fair value determined at grant date of $104,000. • Mr Singh was issued with 200,000 GRD share options which had a fair value determined at grant date of $104,000.

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GRD LIMITED 13

(3) During the current year a cash bonus was paid to Mr Lawrenson of $300,000 following the achievement of certain operational targets during the first year of Mr Lawrenson’s contract, namely the achievement of financial close on the Lancashire Waste Project. A cash bonus of $424,994 was also paid to Mr Singh in respect of 2007, due to the achievement of financial close on the Lancashire Waste Project.

During the previous year a cash bonus was paid to Mr Kinsella and Mr Kinyon in respect of the prior year. Given that OceanaGold ceased to be a subsidiary during the year, while the OceanaGold executives are subject to performance related bonuses, no amount was applicable or paid during the current period prior to 18 May 2006.

COMPENSATION OPTIONS: GRANTED AND VESTED DURING THE YEAR

During the current and prior year, options were granted as equity compensation benefits to certain Directors and other key management personnel as disclosed below.

Terms & Conditions for each Grant of Option

2007

Options vested in current

year

Options

granted in current

year Grant Date

Fair Value per option at

grant date ($)

Exercise price per

option ($) Expiry Date

First Exercise

date

Last Exercise

Date Directors M C Lawrenson 1,000,000 - 01/06/06 0.38 2.90 01/06/16 02/03/07 01/06/16 M C Lawrenson 1,000,000 - 01/06/06 0.52 2.40 01/06/16 31/03/07 01/06/16 J White 2,000,000 - 01/06/06 0.33 1.40 - 1/06/04 - J White 1,000,000 - 01/06/06 0.30 1.90 - 1/06/04 - J White 1,000,000 - 01/06/06 0.27 2.40 - 1/06/04 - Executives M Brown - 250,000 01/06/07 0.63 2.29 01/06/12 01/01/10 01/06/12 P Bryant - 200,000 01/06/07 0.63 2.29 01/06/12 01/01/10 01/06/12 P Bryant 150,000 - 30/06/04 0.42 1.95 - 01/01/07 - T Revy - 200,000 01/06/07 0.63 2.29 01/06/12 01/01/10 01/06/12 T Revy 150,000 - 30/06/04 0.42 1.95 - 01/01/07 - D Singh - 200,000 01/06/07 0.63 2.29 01/06/12 01/01/10 01/06/12 D Singh 150,000 - 01/06/01 0.33 1.40 - 01/06/04 01/06/12

Total 6,450,000 850,000

Terms & Conditions for each Grant of Option

2006

Options vested in current

year

Options

granted in current

year Grant Date

Fair Value per option at

grant date ($)

Exercise price per

option ($) Expiry Date

First Exercise

date

Last Exercise

Date Directors M C Lawrenson 750,000 - 30/09/05 0.74 2.90 30/09/15 30/09/06 30/09/15 M C Lawrenson - 1,000,000 01/06/06 0.52 2.40 01/06/16 31/03/07 01/06/16 M C Lawrenson - 1,000,000 01/06/06 0.52 2.40 01/06/16 31/03/08 01/06/16 M C Lawrenson - 1,000,000 01/06/06 0.38 2.90 01/06/16 Conditional 01/06/16 M C Lawrenson - 1,000,000 01/06/06 0.10 3.40 01/06/16 31/03/07 01/06/16 M C Lawrenson - 1,000,000 01/06/06 0.10 3.40 01/06/16 31/03/08 01/06/16 Executives M Brown - 250,000 01/06/06 0.52 2.20 01/06/11 01/01/09 01/06/11 P Bryant - 200,000 01/06/06 0.52 2.20 01/06/11 01/01/09 01/06/11 T Revy - 200,000 01/06/06 0.52 2.20 01/06/11 01/01/09 01/06/11 D Singh - 200,000 01/06/06 0.52 2.20 01/06/11 01/01/09 01/06/11

Total 750,000 5,850,000

SHARES ISSUED ON EXERCISE OF COMPENSATION OPTIONS

There were no shares issued to Directors or named executives on account of the issue of share options during the year or the prior year.

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GRD LIMITED 14

COMPENSATION PAYMENTS: RIGHTS UNDER THE SHARE PLAN During the year certain key management personnel participated in the GRD employee share acquisition plan, and became entitled to rights to GRD shares as disclosed below. These rights vest over a three-year period, and the value of rights that have vested during the year are also disclosed below.

Granted during the year Vested during the year

December 2006 Number of Shares Fair Value per share $ Number of Shares

Fair Value per share $

Directors M C Lawrenson 4,201 2.24 5,311 2.94 Executives M Brown 4,672 2.31 5,134 2.38 P Bryant 1,738 2.21 660 2.06 B Kinsella * 10,410 0.96 11,558 0.86 J Kinyon * 8,535 0.96 - - T Revy 3,029 2.31 2,106 2.94 D Singh - - 6,556 2.40 Total 32,585 31,325

* Messrs Kinsella and Kinyon were members of the OceanaGold employee share acquisition plan and were entitled to

OceanaGold shares. These disclosures only represent the period until OceanaGold ceased to be a subsidiary on 18 May 2006.

DIRECTORS’ MEETINGS The number of Directors’ meetings and meetings of committees of Directors held in the period each Director held office during the financial year and the number attended by each Director are:

Board of Directors Audit & Risk Management Committee

Remuneration & Nomination Committee

Director

Number Held

Number Attended

Number Held

Number Attended

Number Held

Number Attended

R F Court 12 12 4 4 2 2

S G Dean 12 11 4 4 2 2

M C Lawrenson 12 12 - - - -

B G Thomas 12 11 4 4 2 2

J D White 12 11 - - - -

C R Pointon 1 1 - - - -

B T Fogarty 4 4 - - - - The details of the functions and memberships of the committees of the Board are presented in the Corporate Governance Statement.

Granted during the year Vested during the year

December 2007 Number of Shares Fair Value per share $ Number of Shares

Fair Value per share $

Directors M C Lawrenson - - 6,711 1.98 Executives M Brown 4,747 2.27 4,678 2.70 P Bryant - - 733 2.43 T Revy 3,077 2.27 3,116 1.98 D Singh - - 2,698 2.70 Total 7,824 17,936

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GRD LIMITED 15

AUDITOR’S INDEPENDENCE DECLARATION We have obtained the following independence declaration from our auditors, Ernst and Young. Auditor’s Independence Declaration to the Directors of GRD Limited In relation to our audit of the financial report of GRD Limited for the financial year ended 31 December 2007, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Ernst & Young

Robert Kirkby Partner 28 March 2008 NON-AUDIT SERVICES The non-audit services provided by the entity’s auditors are disclosed in Note 8 of this financial report. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each non-audit service provided means that auditor independence was not compromised. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of GRD support and have adhered to the principles of corporate governance. The Company’s Corporate Governance Statement is contained on pages 16 and 17 of this financial report. ROUNDING OF AMOUNTS The Company is a company of the kind specified in Australian Securities and Investment Commission class order 98/0100. In accordance with that class order, amounts in this report and the accompanying financial statements have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. This report is made in accordance with a resolution of the Directors.

M CLIFF LAWRENSON Director Perth, Western Australia 28 March 2008

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C O R P O R A T E G O V E R N A N C E S T A T E M E N T

F o r t h e Y e a r E n d e d 3 1 D e c e m b e r 2 0 0 7

GRD LIMITED 16

The GRD Board of Directors is responsible for the overall corporate governance of the consolidated entity including strategic direction, establishing goals for management, monitoring the achievement of these goals and managing the internal control structure to address the various risks faced by the consolidated entity.

The Board has established a framework for management of the Company, including an overall framework of internal control, a business risk management process and the establishment of appropriate ethical standards. This framework has been designed to enhance and protect shareholder value, ensure risks are managed and maintain stakeholder confidence in the integrity of the Company. The ASX Listing Rules require this Corporate Governance Statement to contain a summary of certain corporate governance information including the extent to which the Company has followed the ASX Corporate Governance Council’s best practice recommendations during the year ended 31 December 2007. Except for the departures detailed below, the corporate governance policies of the Company have been in place for the full year and are compliant with the best practice recommendations. Further information regarding the Company’s corporate governance practices is available on the Company’s internet website, www.grd.com.au.

Structure of the Board The Directors in office during the year, and up to the date of this report were: Name Term in Office Position and Status

R F Court 4 years * Chairman, independent non-executive S G Dean 5 years # Independent, non-executive M C Lawrenson 2 years ** Chief Executive C R Pointon <1 year *** Independent, non-executive B G Thomas 9 years Independent, non-executive J D White 8 years Non-executive B T Fogarty 9 years **** Non-executive * Appointed Chairman on 29 May 2006 ** Appointed as Director on 4 April 2006 *** Appointed as Director on 3 December 2007 **** Resigned as Director on 15 May 2007 # Resigned as Director on 26 March 2008 The skills, experience and expertise of all the Directors in office at the date of the financial report, and their attendance at meetings of the Board and its Committees during the financial year, are summarised in the Directors’ Report. The Directors of GRD Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the exercise of their unfettered and independent judgement. When considering independence, the Board assesses “materiality” on an on-going basis, taking into account both quantitative and qualitative factors. Interests of between 5% and 10% may be material, although qualitative assessment will override the quantitative assessment. In accordance with these concepts, Messrs Court, Dean, Pointon and Thomas are considered independent. Until the resignation of Mr Fogarty on 15 May 2007, the Board comprised six members, of which three were independent directors, including an independent Chairman. As 50% of the Board members were considered independent, this is not a majority and is a departure from the best practice recommendations. However, the Board considers that during this time it still operated in a manner that was collectively independent of management because the Chairman is a non-executive and independent Director, and the Company’s constitution provides that the Chairman has the casting vote in the event of an equality of votes at a Directors’ meeting. Since 15 May 2007 the Board has had a majority of independent members. Procedures exist to enable Directors to seek independent professional advice, at the Company’s expense, in order to execute their duties.

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GRD LIMITED 17

Remuneration and Nomination Committee The Committee operates under a Charter approved by the Board. The role of the Committee is to: • Review and make recommendations about remuneration policies for executives and non-executive

Directors; and, • Make assessments and recommendations about the performance and suitability of individual Directors and

the Board as a whole. Members of the Committee during the year were: R F Court (Chairman) S G Dean B G Thomas For details of the Company’s policy relating to Remuneration, plus the amounts of all monetary and non-monetary emoluments paid to Directors and other key management personnel during the year, refer to the remuneration report contained in the Directors’ Report. At present the Company does not have a formal plan covering the payment of equity-based executive remuneration (which the best practice recommendations provide should be approved by shareholders). It is the Company’s intention to seek Shareholder approval for the issue of options and other securities to executives until such time as a formal plan is approved. During the year the Company did issue share options to certain executives of the GRD Group, the terms and conditions of which were approved at the 2007 Annual General Meeting of Shareholders. With regard to non-executive Directors, remuneration is structured differently to that of executives. While remuneration is typically in the form of fixed cash fees, the Committee may recommend that non-executive Directors also be issued with equity-based incentives, such as share options. No schemes for retirement benefits exist, other than statutory superannuation. While the Company has not presently issued share options to non-executive Directors, which its policies do allow for, such an issue would be a departure from the best practice recommendations. The Board considers that in certain cases it will be appropriate to include equity-based incentives in the remuneration package of a non-executive Director, where this aligns with the role undertaken by that Director and is in the best long-term interests of GRD. The Committee reviewed the performance of the Board and each Director during the reporting period. Audit and Risk Management Committee The Audit and Risk Management Committee (the “Audit Committee”) exists to assist the Board to fulfil its responsibilities in relation to the Company’s financial reporting practices, internal control structure, risk management systems and the internal and external audit functions. It operates under a Charter approved by the Board. Members of the Audit Committee during the year were:

B G Thomas (Chairman) R F Court S G Dean

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I N C O M E S T A T E M E N T


GRD LIMITED 18

Note Consolidated 2007 2006 $’000 $’000 Continuing Operations Revenue 2 233,758 207,450 Other income 2 6,626 10,982 Expenses excluding finance costs (228,896) (208,247) Share of net profit of associates accounted for using the equity method 5,492 - Profit from continuing operations before tax and finance costs 16,980 10,185 Finance costs (7,182) (7,547) Profit before income tax 9,798 2,638

Income tax expense (4,525) (609) Profit from continuing operations 5,273 2,029 Discontinued operations Profit/ (Loss) from discontinued operations after income tax 5 (1,326) 55,477 Net profit for the period 3,947 57,506 Profit is attributable to: Members of GRD Limited 3,947 78,926 Minority interest - (21,420) 3,947 57,506

Earnings per share (cents per share) Basic earnings per share 2.0 41.1 Diluted earnings per share 2.0 40.8 Basic earnings per share – continuing operations 2.7 1.1 Diluted earnings per share - continuing operations 2.7 1.1

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B A L A N C E S H E E T


GRD LIMITED 19

Note Consolidated 2007 2006 $’000 $’000 Current Assets Cash and cash equivalents 6 39,817 111,984 Trade and other receivables 70,203 49,787 Inventories 1,997 3,299 Other assets 1,758 1,348 Total Current Assets 113,775 166,418

Non-Current Assets Investments accounted for using the equity method

66,723 -

Other financial assets 132 67 Property, plant and equipment 81,587 70,978 Project development costs - 74,513 Intangible assets and goodwill 18,857 16,641 Deferred tax assets 21,937 9,107 Derivatives 1,979 616 Total Non-Current Assets 191,215 171,922

Total Assets 304,990 338,340 Current Liabilities Trade and other payables 23,957 45,445 Interest bearing liabilities 4,572 4,700 Provisions 7,348 7,176 Tax liabilities 709 232 Total Current Liabilities 36,586 57,553

Non-Current Liabilities Trade and other payables - 19 Interest bearing liabilities 92,727 94,330 Deferred tax liabilities 1,634 108 Provisions 2,111 1,711 Total Non-Current Liabilities 96,472 96,168 Total Liabilities 133,058 153,721

NET ASSETS 171,932 184,619

Equity Issued capital 81,989 81,753 Reserves 34,826 40,584 Retained profits 55,117 62,356 Parent entity interest 171,932 184,693 Minority interests - (74) TOTAL EQUITY 171,932 184,619

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S T A T E M E N T O F C H A N G E S I N E Q U I T Y


GRD LIMITED 20

CONSOLIDATED

Issued Capital $’000

Retained Profits $’000

Reserves $’000

Total Parent $’000

Minority Interest $’000

Total Equity $’000

Balance at 31 December 2006 81,753 62,356 40,584 184,693 (74) 184,619

Exchange differences on translation of foreign operations - - (647) (647) - (647) Share of movement in foreign currency translation reserve of equity accounted investments - - (4,935) (4,935) - (4,935) Movement in fair value of interest rate hedge, net of tax - - 954 954 - 954 Share of movement in hedge reserve of equity accounted investments - - (1,852) (1,852) - (1,852)

Net income recognised directly in equity - - (6,480) (6,480) - (6,480) Profit for the year - 3,947 - 3,947 - 3,947

Total recognised income and expense for the year - 3,947 (6,480) (2,533) - (2,533)

Transactions with equity holders in their capacity as equity holders: Transfer of gain on dilution upon disposal of subsidiary - 357 (357) - - - Disposal of subsidiary - - - - 74 74 Share-based payment - - 1,079 1,079 - 1,079 Net movement of shares reserved for the GRD share plan (80) - - (80) - (80) Issue of share capital 316 - - 316 - 316 Equity dividends - (11,543) - (11,543) - (11,543)

236 (11,186) 722 (10,228) 74 (10,154)

Balance at 31 December 2007 81,989 55,117 34,826 171,932 - 171,932

CONSOLIDATED

Issued Capital $’000

Retained Profits $’000

Reserves $’000

Total Parent $’000

Minority Interest $’000

Total Equity $’000

Balance at 31 December 2005 101,098 (76,158) 115,822 140,762 67,898 208,660

Exchange differences on translation of foreign operations - - (10,477) (10,477) (7,416) (17,893) Movement in fair value of interest rate hedge, net of tax - - 1,059 1,059 - 1,059 Net transfer of deferred gain or loss on designated gold hedges to hedge reserve - - (16,786) (16,786) (12,692) (29,478)

Net income recognised directly in equity - - (26,204) (26,204) (20,108) (46,312) Profit for the year - 78,926 - 78,926 (21,420) 57,506

Total recognised income and expense for the year - 78,926 (26,204) 52,722 (41,528) 11,194

Transactions with equity holders in their capacity as equity holders: Share-based payment - - 1,776 1,776 75 1,851 Transfer of gain on dilution upon disposal of OceanaGold

-

71,116

(71,116)

-

-

-

Disposal of OceanaGold - - 20,306 20,306 (24,193) (3,887) Equity component of OceanaGold convertible note - - - - (2,326) (2,326) Capital Return (19,237) - - (19,237) - (19,237) Net movement of shares reserved for the GRD share plan

(230) - - (230) -

(230)

Issue of share capital 122 - - 122 - 122 Equity dividends - (11,528) - (11,528) - (11,528)

(19,345) 59,588 (49,034) (8,791) (26,444) (35,235)

Balance at 31 December 2006 81,753 62,356 40,584 184,693 (74) 184,619

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C A S H F L O W S T A T E M E N T


GRD LIMITED 21

Note Consolidated Inflows / (Outflows) 2007 2006 $’000 $’000

Cash Flows from Operating Activities

Receipts from customers 255,590 287,469 Interest received 5,833 5,819 Payments to suppliers and employees (275,730) (267,075) Fees received on financial close of Lancashire Waste Project 19,570 - Interest and other costs of finance paid (7,790) (8,852) Income tax paid (1,721) -

Net cash flows (used in)/ from operating activities (4,248) 17,361

Cash Flows from Investing Activities Payment for investment in Lancashire Waste Project (57,988) - Proceeds on disposal of subsidiary 4 9,114 - Proceeds on disposal of discontinued operation 5(d) - 95,112 Recovery of project development costs 24,581 - Payments for project development costs (1,558) (10,388) Settlement of derivative contracts under guarantee - (23,257) Proceeds from sale of plant and equipment 152 508 Payments for property, plant and equipment (15,838) (5,927) Payments for mining assets: exploration and evaluation - (827) Payments for mining assets: development - (648) Payments for mining assets: in production - (7,601) Proceeds from sale of assets held for sale - 1,568 Payments for intangible assets (1,671) (1,289)

Net cash flows (used in)/ from investing activities (43,208) 47,251

Cash Flows from Financing Activities Proceeds from the issue of shares 316 122 Net payments for shares reserved for the GRD share plan (80) (230) Return of capital - (19,237) Proceeds from interest bearing borrowings - 9,986 Proceeds from borrowings, non-interest bearing - 11,718 Repayment of borrowings, non-interest bearing (11,699) - Repayment of borrowings, interest bearing (1,819) (9,046) Dividends paid 3 (11,543) (11,528) Principal repayment of finance leases (399) (2,821)

Net cash flows used in financing activities (25,224) (21,036)

Net increase/ (decrease) in cash held (72,680) 43,576 Cash at the beginning of the financial year 109,494 68,551 Exchange rate variations on foreign cash balances 179 (2,633) Cash at the end of the financial year 6 36,993 109,494

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N O T E S T O T H E C O N C I S E F I N A N C I A L R E P O R T


GRD LIMITED 22

1. BASIS OF PREPARATION OF CONCISE FINANCIAL REPORT

The concise financial report, including the financial statements and specific disclosures included in the concise financial report, has been derived from the 2007 Full Financial Report of GRD Limited. The concise financial report has been prepared in accordance with the Corporations Act 2001 and Accounting Standard AASB 1039 “Concise Financial Reports”. The concise financial report cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of GRD Limited and its subsidiaries as the full financial report. Further financial information can be obtained from the full financial report, which can be accessed via the Company’s website www.grd.com.au. The full financial report and auditor’s report will also be sent to members on request, free of charge. Please forward your request to [email protected]. All amounts are presented in Australian dollars.

Consolidated 2007 2006 $’000 $'000

2. REVENUE AND EXPENSES (a) Revenue

Sales revenue Construction contracts revenue 92,388 68,743 Consulting services 113,287 118,413 Waste treatment lease rentals 10,273 6,928

Total sales revenue 215,948 194,084 Other revenue Interest received from other persons 4,241 5,211

Fees received on establishment of the Lancashire Waste Project (Note 4) 9,809 -

Insurance revenue – business interruption 1,203 8,155 Management services fee 2,557 -

Total other revenue 17,810 13,366

Total revenue 233,758 207,450 (b) Other Income Insurance income – repair of property damage 3,607 10,225 Net gain on disposal of plant and equipment 3 84 Foreign exchange gain 860 - Other 2,156 673

Total other income 6,626 10,982

Total revenue and other income 240,384 218,432

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GRD LIMITED 23

3. DIVIDENDS PAID AND PROPOSED

Consolidated 2007 $’000

2006 $’000

(a) Dividends Paid During the Year

Previous year final: Unfranked dividends (3 cents per share) (2006: nil), paid 23 March 2007 5,771 - Current year interim: Unfranked dividends (3 cents per share) (2006: 6 cents), paid 6 September 2007 5,772 11,528

11,543 11,528 (b) Dividends Proposed and not recognised as a Liabi lity Current year final: Unfranked dividends (3 cents per share) (2006: 3 cents), to be paid 4 April 2008

5,772

5,771

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GRD LIMITED 24

4. DISPOSAL OF SUBSIDIARY AND ESTABLISHMENT OF THE LANCASHIRE W ASTE PROJECT

During the year GRD’s subsidiary Global Renewables executed contracts establishing the Lancashire Waste Project in the United Kingdom, in joint ownership with Bovis Lend Lease Limited. As part of these transactions the GRD group ceased to control its subsidiary Global Renewables Lancashire Holdings Limited on 8 February 2007. GRD carries this interest in the Lancashire Waste Project on its Balance Sheet as an equity accounted investment.

Prior to its disposal Global Renewables Lancashire Holdings Limited was not operating, and therefore made no contribution to the GRD financial result for the period to the date of disposal.

The contribution of the financial close of the Lancashire Waste Project to consolidated GRD profit for the period has been significant. Consolidated 2007 $’000

(a) Details of Disposal Consideration received on disposal (cash) 9,238 Less: Net assets disposed (refer below) (10,260)

Loss on disposal (1,022)

Net assets relating to subsidiary disposed: Cash 124 Project development costs 43,705 Associated deferred tax liability (13,112) Net assets relating to subsidiary disposed 30,717 Costs transferred into equity accounted investment (20,457)

Net assets relating to subsidiary disposed 10,260 Net cash inflow on disposal: Cash consideration received on disposal 9,238 Less cash balances disposed (124)

Net inflow of cash on disposal 9,114

(b) Contribution to Profit of Establishing the Lanca shire Waste Project

The direct impact to GRD profit of the financial close of the Lancashire Waste Project during the period is reconciled to the components disclosed in this financial report as follows:

Fees received on establishment of the Lancashire Waste Project 9,809 Loss on disposal of subsidiary (1,022)

Contribution to profit before tax 8,787

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GRD LIMITED 25

5. DISCONTINUED OPERATIONS

During 2007 GRD made the decision to cease the fabrication business of Kirfield Limited, a component of the Engineering group of GRD Minproc. The fabrication business is being closed down, a process that has commenced and will be completed in early 2008. No assets of this discontinued operation are therefore required to be separately classified as held for sale. Financial information relating to the fabrication business for the full 2006 and 2007 years is set out below. During the prior year GRD reduced its shareholding in Oceana Gold Limited (OceanaGold) from 57% to 6.9% and ceased to consolidate that business from 18 May 2006. OceanaGold is reported as a discontinued operation in this financial report, and financial information relating to it from 1 January 2006 until the completion of its disposal on 6 September 2006 is set out below.

(a) Financial performance of discontinued operation s

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

2007 2006 Fabrication

$’000 Fabrication

$’000 OceanaGold

$’000 Total $’000

Revenue 5,530 17,343 59,738 77,081 Expenses excluding finance costs (7,412) (17,357) (132,185) (149,542)

Loss before finance costs and tax (1,882) (14) (72,447) (72,461)

Finance costs (13) (15) (3,297) (3,312) Loss before income tax (1,895) (29) (75,744) (75,773) Related income tax benefit 569 9 26,170 26,179 Loss after income tax (1,326) (20) (49,574) (49,594)

Gain on disposal (b) - - 113,135 113,135 Loss on fair value of remaining investment to date of disposal - - (959) (959) Loss on fair value of undesignated forward gold contracts under guarantee - - (10,150) (10,150)

Profit on disposal before income tax - - 102,026 102,026

Related income tax benefit - - 3,045 3,045

Profit on disposal after tax - - 105,071 105,071 Profit/(loss) from discontinued operations after tax (1,326) (20) 55,497 55,477

Discontinued Operations: Earnings per share informat ion (cents per share)

2007 ¢

2006 ¢

Basic earnings per share – discontinued operations (0.7) 40.0

Diluted earnings per share – discontinued operations (0.7) 39.7

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GRD LIMITED 26

5. DISCONTINUED OPERATIONS (continued) (b) Details of the gain on deconsolidation of Ocean aGold 2006 $’000

Consideration received or receivable on disposal: Cash received 145,800 Less transaction costs (2,421)

Net cash received on disposal (d) 143,379 Fair value of remaining shares held for sale 20,125

Net disposal consideration 163,504 Less: GRD share of net assets disposed (c) 30,290 Less: Foreign currency translation reserve and hedge reserve relating to OceanaGold at disposal date 20,079

50,369 Gain on deconsolidation before income tax 113,135 Related income tax expense - Gain on deconsolidation of OceanaGold after income tax 113,135

(c) Carrying amounts of assets and liabilities of O ceanaGold

The major class of assets and liabilities of OceanaGold at 18 May 2006, measured at the lower of carrying amount and fair value, were as follows: 2006 $’000

Assets Cash and cash equivalents 67,432 Trade and other receivables 3,751 Inventories 33,220 Property, plant and equipment 103,598 Mining assets 94,066 Other 95 Tax assets 20,138

Total assets 322,300

Liabilities Trade and other payables 13,696 Provisions 12,105 Interest bearing liabilities 91,645 Fair value of hedge contracts 150,305 Tax liabilities 351

Total liabilities 268,102

Net assets of OceanaGold disposed 54,198 Less minority interests (23,908) GRD share of net assets disposed 30,290

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GRD LIMITED 27

5. DISCONTINUED OPERATIONS (continued) (d) Cash flow information 2006

$’000

Net cash inflow on disposal of OceanaGold

Net cash consideration received on disposal (b) 143,379 Less cash and cash equivalents balances disposed (67,432) Net inflow of cash on disposal 75,947

Cash consideration received on disposal of remaining interest 19,250 Less transaction costs (85) Net cash received on disposal of remaining interest 19,165 Total net cash inflow on disposal 95,112

Net Cash Flows of Discontinued Operations

In respect of Discontinued Operations the following net cash flows are included in the Consolidated Cash Flow Statement:

2007 2006 Fabrication

$’000 Fabrication

$’000 OceanaGold

$’000 Total $’000

Operating activities (1,389) 381 26,558 26,939 Investing activities - (62) (11,616) (11,678) Financing activities (302) (290) 7,323 7,033 Effect of exchange rate on changes of cash - - (2,520) (2,520) Net cash flows from discontinued operations (1,691) 29 19,745 19,774

Consolidated 2007

$’000 2006 $’000

6. CASH AND CASH EQUIVALENTS

Cash at bank and in hand 17,277 15,236 Short-term deposit 22,540 96,748

39,817 111,984

The Group places its short-term cash deposits with high credit-quality financial institutions, being in Australia only the major Australian (big four) banks. Cash holdings in other countries are generally not significant.

(a) Reconciliation of cash

For the purposes of the Cash Flow Statement, cash includes cash on hand and on deposit, net of outstanding bank overdrafts. The balance of cash as shown in the Cash Flow Statement is reconciled to the related items in the Balance Sheet as follows:

Cash per the Balance Sheet 39,817 111,984 Less: Bank overdraft (2,824) (2,490) Cash per Cash Flow Statement 36,993 109,494

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GRD LIMITED 28

7. SEGMENT REPORTING Business Segments GRD operates in two main continuing business segments: (i) Engineering: GRD Minproc Limited is a leading engineering construction business, providing high value

services specialising in the design, procurement and construction of mineral resource and waste-to-resource projects.

(ii) Waste-to-Resources: Global Renewables has assembled the world’s leading technologies to maximise the

recovery of resources from the municipal solid waste stream. The UR-3R Process is a mechanical biological treatment (MBT) that treats municipal solid waste through integrated sorting, biological digestion and composting processes. Global Renewables has successfully implemented this technology at its operating plant at Eastern Creek, Sydney, and construction of two UR-3R™ facilities is underway in Lancashire in the United Kingdom.

Discontinued Operations In 2007 the results of the discontinued operations represent that of the fabrication division formerly included within the Engineering Segment. In 2006 the results of the discontinued operations include both this fabrication division and GRD’s former mining and exploration subsidiary Oceana Gold Limited, for which there has been no contribution in the current year. The group accounts for intersegment sales on commercial terms.

Continuing Operations

Engineering

Waste-to-Resources

Total Continuing Operations

Discontinued Operations Total Operations

$’000 $’000 $’000 $’000 $’000 31 December 2007 Revenue from external customers 205,675 23,842 229,517 5,530 235,047 Intersegment revenues 1,906 466 2,372 - 2,372

Segment revenue 207,581 24,308 231,889 5,530 237,4 19 Unallocated 4,241 4,241 Eliminations (2,372) (2,372)

Total segment revenue 233,758 239,288 Other income from external customers 310 6,211 6,521 - 6,521 Segment revenue and income 207,891 30,519 Unallocated 85 85 Eliminations 20 20 Total revenue and income 240,384 245,914 Segment result 26,521 (5,130) 21,391 (1,895) 19,496 Unallocated (8,905) - (8,905) Eliminations (2,688) - (2,688)

Profit before income tax 9,798 (1,895) 7,903

Applicable income tax (expense)/ benefit (4,525) 569 (3,956)

Net profit 5,273 (1,326) 3,947

Share of Profit of Equity Accounted Investees: • The Engineering segment result includes a share of profit from investees of $5,589,000 (2006: nil) of which $2,794,000 is

eliminated on consolidation. • The Waste-to-Resources segment result includes a share of profit from investees of $2,697,000 (2006: nil).

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GRD LIMITED 29

7. SEGMENT REPORTING (continued)

31 December 2007 Engineering

$’000

Waste-to-Resources

$’000 Unallocated

$’000 Eliminations

$’000


$’000 Segment assets 92,046 149,877 259,135 (196,068) 304 ,990 Segment liabilities 75,214 156,507 100,908 (199,571 ) 133,058 Other Segment Information Capital expenditure 5,590 13,503 151 (177) 19,067 Non-cash items: Depreciation 1,647 2,965 160 - 4,772 Amortisation and impairment 642 2,306 21 - 2,969 Other non-cash expenses 2,059 (576) 731 - 2,214

Continuing Operations

Engineering

Waste-to-Resources


Discontinued Operations

Total Operations

31 December 2006 $’000 $’000 $’000 $’000 $’000 Revenue from external customers 187,157 15,083 202,240 77,081 279,321

Intersegment revenues 11,191 - 11,191 - 11,191

Segment revenue 198,348 15,083 213,431 77,081 290, 512 Unallocated 5,823 5,823 Eliminations (11,804) (11,804)

Total segment revenue 207,450 284,531 Other income from external customers 374 11,268 11,642 - 11,642 Segment revenue and income 198,722 26,351 Unallocated 662 662 Eliminations (1,322) (1,322) Total revenue and income 218,432 295,513 Segment result 23,906 (9,334) 14,572 26,253 40,825

Unallocated (11,100) - (11,100) Eliminations (834) - (834)

Profit before income tax 2,638 26,253 28,891

Applicable income tax (expense)/ benefit (609) 29,224 28,615

Net profit 2,029 55,477 57,506

Engineering $’000

Waste-to-Resources

$’000 Unallocated

$’000 Eliminations

$’000


$’000 Segment assets 72,829 168,628 267,203 (170,320) 338 ,340 Segment liabilities 54,478 126,866 101,026 (128,649 ) 153,721 Other Segment Information Capital expenditure 1,231 14,222 95 (720) 14,828 Non-cash items: Depreciation 1,114 2,470 183 (156) 3,611 Amortisation and impairment 610 724 24 - 1,358 Other non-cash expenses 510 21 1,451 (8) 1,974

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GRD LIMITED 30

Consolidated 2007

$ 2006

$ 8. REMUNERATION OF AUDITORS

Amounts received, or due and receivable, by Ernst & Young Australia for:

� An audit or review of the financial report of the entity and any other entity in the consolidated entity 368,916 228,698

� Other services in relation to the entity and any other entity in the consolidated entity:

- Assurance related 20,830 48,865 - Other - 2,678 20,830 51,543

389,746 280,241

Amounts received, or due and receivable, by Ernst & Young other than Australia for:

� An audit or review of the financial report of the entity and any other entity in the consolidated entity 258,106 136,726

� Other services in relation to the entity and any other entity in the consolidated entity:

- Assurance related 37,887 - - Other 58,162 50,126

354,155 186,852 743,901 467,093

9. SUBSEQUENT EVENTS

Since the end of the financial period, the Directors are not aware of any other matter or circumstance not otherwise dealt with in the financial statements, that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

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D I R E C T O R S ’ D E C L A R A T I O N


GRD LIMITED 31

The Directors declare that:

(a) the concise financial report of the consolidated entity for the year ended 31 December 2007 is in accordance with Accounting Standard AASB 1039 Concise Financial Reports; and

(b) the financial statements and specific disclosures included in this concise financial report have been

derived from the full financial report for the year ended 31 December 2007. Made in accordance with a resolution of the Directors. On behalf of the Board

M CLIFF LAWRENSON Director Perth, Western Australia 28 March 2008

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GRD LIMITED 32

Independent auditor’s report to the members of GRD Limited

Report on the Concise Financial Report

The accompanying concise financial report of GRD Limited comprises the balance sheet as at 31 December 2007, the income statement, statement of changes in equity and cash flow statement for the year then ended and related notes, derived from the audited financial report of GRD Limited for the year ended 31 December 2007. The concise financial report also includes the directors’ declaration. The concise financial report does not contain all the disclosures required by the Australian Accounting Standards.

Directors’ Responsibility for the Concise Financial Report

The Directors are responsible for the preparation and presentation of the concise financial report in accordance with Accounting Standard AASB 1039 Concise Financial Reports, and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation of the concise financial report; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on the concise financial report based on our audit procedures. We have conducted an independent audit, in accordance with Australian Auditing Standards, of the financial report of GRD Limited for the year ended 31 December 2007. Our audit report on the financial report for the year was signed on 28 March 2008 and was not subject to any modification. The Australian Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report for the year is free from material misstatement.

Our procedures in respect of the concise financial report included testing that the information in the concise financial report is derived from, and is consistent with, the financial report for the year, and examination on a test basis, of evidence supporting the amounts and other disclosures which were not directly derived from the financial report for the year. These procedures have been undertaken to form an opinion whether, in all material respects, the concise financial report complies with Accounting Standard AASB 1039 Concise Financial Reports.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

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GRD LIMITED 33

Auditor’s Opinion

In our opinion, the concise financial report and the directors declaration of GRD Limited for the year ended 31 December 2007 complies with Accounting Standard AASB 1039 Concise Financial Reports.

Ernst & Young

Robert A. Kirkby Partner Perth 28 March 2008

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A D D I T I O N A L S H A R E H O L D E R I N F O R M A T I O N


GRD LIMITED 34

As at 14 March 2008, there were 192,384,982 fully paid ordinary shares on issue. (a) Distribution of Shareholdings

Number of ordinary shares held Number of Holders 1 - 1,000 1,997 1,001 - 5,000 2,450 5,001 - 10,000 755 10,001 - 100,000 640 100,001 and over 58 Total number of holders 5,900 Number of shareholders holding less than a marketable parcel 1,077

(b) Voting Rights

Voting rights of members are governed by the Company’s Constitution. In summary, on a show of hands, every member present in person or by proxy shall have one vote and upon a poll every such attending member shall be entitled to one vote for every share held. All fully paid ordinary shares issued by the Company carry one vote per share.

(c) Substantial Shareholders

The Company’s Substantial Shareholders and the number of equity securities in which they have an interest as disclosed by notices received under section 671B of the Corporations Act 2001 as at 14 March 2008 are:

Name Fully Paid Ordinary Shares

Seven Network Group 23,500,000

IML Investors Mutual Limited 20,863,196

Newton Investment Management Ltd 20,270,542

Schroder Investment Management Australia Limited 18,280,516

Macquarie Group Limited 17,915,812

The Tantallon Fund 11,001,079

(d) Top Twenty Shareholders

The names of the 20 largest holders of fully paid ordinary shares as at 14 March 2008 are listed below:

Rank Name Number %

1 National Nominees Limited 27,953,310 14.53

2 I7 Pty Limited 23,500,000 12.22 3 RBC Dexia Investor Services Aust Nominees Pty Ltd (BKCust A/C) 18,628,477 9.68 4 Macquarie Technology Investments Ltd (IBG Principal A/C) 17,000,000 8.84 5 HSBC Custody Nominees (Australia) Limited – A/C 2 14,272,999 7.42 6 JP Morgan Nominees Australia Limited 11,469,518 5.96 7 ANZ Nominees Limited (Cash Income A/C) 8,391,753 4.36 8 HSBC Custody Nominees (Australia) Limited 6,694,614 3.48 9 Citicorp Nominees Pty Limited 6,365,009 3.31 10 Leet Investments Pty Ltd 3,760,000 1.95 11 Yandal Investments Pty Limited 2,672,787 1.39 12 GRD ESAP Pty Ltd 1,909,739 0.99 13 Sandhurst Trustees Ltd 1,835,000 0.95 14 Queensland Investment Corporation 1,667,091 0.87 15 Yandal Investments Pty Limited 1,654,884 0.86 16 Cogent Nominees Pty Limited 1,460,774 0.76 17 Citicorp Nominees Pty Limited (CFS W/Sale GBL Res Fund A/C) 1,237,018 0.64 18 Citicorp Nominees Pty Limited (CFSIL C’wealth Aust SHS 14 A/C) 1,091,000 0.57 19 Merrill Lynch (Australia) Nominees Pty Limited 767,630 0.40 20 HSBC Custody Nominees (Australia) Limited – GSI ECSA 635,000 0.33

152,966,603 79.51

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Documents

GRD Concise Financial Report 2007 - Final · 2008. 3. 31. · M Cliff Lawrenson (Chief Executive Officer, ... Mr Bryant joined the GRD group in 2000 and was responsible for the financial,