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30 CVC SUSTAINABLE INVESTMENTS LIMITED ACN AUDITOR S INDEPENDENCE DECLARATION As lead auditor for the audit of the consolidated financial report of CVC Sustainable Investments Limited for the year ended 30 June 2014 I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a) (b) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. This declaration is in relation to the CVC Sustainable Investments Limited and the entities it controlled during the year. Sydney, NSW M D Muller 30 September 2014 Partner 29

31 CVC SUSTAINABLE INVESTMENTS LIMITED ACN INDEPENDENT AUDITOR S REPORT To the members of CVC Sustainable Investments Limited: We have audited the accompanying financial report of CVC Sustainable Investments Limited ( the company ), which comprises the consolidated statement of financial position as at 30 June 2014, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors declaration, for the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the year s end or from time to time during the financial year. Directors Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that the consolidated financial statements comply with International Financial Reporting Standards. Auditor s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s and its controlled entities internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. Our audit did not involve an analysis of the prudence of business decisions made by directors or management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 30

32 CVC SUSTAINABLE INVESTMENTS LIMITED ACN INDEPENDENT AUDITOR S REPORT (continued) Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act Opinion In our opinion: (a) the financial report of CVC Sustainable Investments Limited is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the consolidated entity s financial position as at 30 June 2014 and its performance for the year ended on that date; and (b) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial statements also comply with International Financial Reporting Standards as disclosed in Note 1. HLB Mann Judd Chartered Accountants M D Muller Partner Sydney, NSW 30 September

33 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED ABN FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2014 The financial report was authorised for issue by the Directors on 30 September The Company has the power to amend and reissue the financial report.

34 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED DIRECTORS REPORT For the Year Ended 30 June 2014 The Directors present their report together with the financial report of CVC Sustainable Investments No. 2 Limited (the Company ) for the year ended 30 June 2014, and the Auditors report thereon. Officers The Directors and Secretaries in office at the date of this report and at any time during the year are: Vanda Russell Gould (Chairman) B Com (UNSW), M Com (UNSW) Fellow of the Institute of Chartered Accountants in Australia. Chairman of Vita Life Sciences Limited, Cyclopharm Limited, CVC Limited, CVC Private Equity Limited, CVC Sustainable Investments Limited and CVC Property Managers Limited as Responsible Entity for CVC Property Fund and Director of numerous private and public companies including educational establishments. John Douglas Read (Non Executive Director) B Sc (Hons) (Cant.), MBA (AGSM). Fellow of the Australian Institute of Company Directors. Director of Patrys Limited, CVC Limited, CVC Sustainable Investments Limited, CVC Private Equity Limited and formerly Director of The Environmental Group Limited. Alexander Damien Harry Beard (Non Executive Director and Company Secretary) B Com (UNSW) Fellow of the Institute of Chartered Accountants in Australia. Member of the Australian Institute of Company Directors. Chairman of Cellnet Limited and Director of CVC Limited, Villa World Limited, Mnemon Limited (formerly Mnet Group Limited), CVC Property Managers Limited as Responsible Entity for CVC Property Fund, CVC Sustainable Investments Limited and CVC Private Equity Limited. Formerly Director of Lonestar Resources Limited (formerly Amadeus Energy Limited). Mark Fogarty (Non Executive Director) B LegS (Macq Uni), LLM (Environ Law) (Uni. of Syd), MMgT (MGSM) Admitted to Practise NSW Supreme Court Director of Asia Carbon Pacific Pty Limited and CVC Sustainable Investments Limited. John Andrew Hunter (Company Secretary) B.Com. (ANU), MBA (MGSM) Member of the Institute of Chartered Accountants in Australia. 2

35 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED DIRECTORS REPORT (Cont.) For the Year Ended 30 June 2014 Directors' Meetings The number of Directors' Meetings and number of meetings attended by each of the Directors of the Company during the financial were: Number of meetings attended Number of meetings held Mr V R Gould 2 3 Mr J D Read 3 3 Mr A D H Beard 3 3 Mr P M Fogarty 1 3 Audit Committee Meetings There were no audit committee meetings of the Company during the financial year. Principal Activity Investment in a diversified combination of established small Australian companies that offer both strong return potential and improved environmental outcomes. Operating Results The Company recorded after tax loss of $21,332 (2013 profit of: $4,468) for the year. Dividends No dividends have been declared, paid or provided during the year ended 30 June Significant Changes in the State of Affairs of the Company There were no significant changes in the state of affairs of the Company that occurred during the year not otherwise disclosed in this report or the financial statements. Review of Operations A reduction of share capital of 0.3 cents per share was approved by shareholders at a general meeting held on 23 May 2014 and paid on 11 June This equated to a total cash payment of $219,157. During the year, the Company sold its investment in The Environmental Group Limited for proceeds of $34,187. 3

36 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED DIRECTORS REPORT (Cont.) For the Year Ended 30 June 2014 Share Options over Ordinary Shares CVC Managers Pty Limited, the manager of the Company, has been issued 3,183,974 options in accordance with the management agreement. The options were valued using the Black-Scholes model based on the security price at which the options are exercised. As the options do not have any vesting conditions the full value of $90,909 has been credited to the share options reserve and charged as a costs of the capital raising on the date of grant in the Company. As at 30 June 2014, the following options are outstanding: Expiry date Option value Number of options Exercise price 11 December cents 28, cents 30 April cents 36, cents 31 May cents 459, cents 30 June cents 316, cents 31 July cents 168, cents 31 August cents 134, cents 30 September cents 336, cents 31 October cents 141, cents 30 November cents 736, cents 31 December cents 87, cents 31 January cents 138, cents 29 February cents 198, cents 31 March cents 61, cents 31 May cents 9, cents 30 June cents 34, cents 31 December cents 9, cents 28 February cents 42, cents 31 March cents 27, cents 30 April cents 71, cents 30 June cents 50, cents 31 July cents 20, cents 31 October cents 19, cents 28 February cents 8, cents 31 March cents 9, cents 30 April cents 9, cents 31 May cents 9, cents 31 August cents 6, cents 30 November cents 9, cents 3,183,974 Directors Interests in Shares and Options of the Company Messrs Gould, Read and Beard have an indirect interest in 10,846,336 shares in the Company held by CVC Limited. Messrs Gould and Beard have an indirect interest in 6,295,220 shares and 3,183,974 options in the Company held by CVC Managers Pty Limited. Mr Gould has an indirect interest in 2,300 shares in the Company, and Mr Beard has an indirect interest in 27,013 shares in the Company. 4

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38 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the Year Ended 30 June 2014 Notes $ $ INCOME Interest received 6,790 47,287 Other income - 11,887 Total income 6,790 59,174 EXPENSES Audit fees 3 15,500 19,000 Insurance 759 1,367 Management and consulting fees - 20,568 Printing Share registry 6,052 6,415 Net loss on sale of equity investment 213 1,692 Administrative expenses 5,473 5,399 (Loss)/profit before related income tax expense (21,332) 4,468 Net (loss)/profit 9 (21,332) 4,468 OTHER COMPREHENSIVE INCOME Movements in fair values of available-for-sale financial assets directly in equity - (7,742) Movements in fair values of available-for-sale financial assets transferred to other comprehensive income on realisation 7,742 - Other comprehensive income for the period, net of tax 7,742 (7,742) Total comprehensive income for the period (13,590) (3,274) The above statement of profit or loss and other comprehensive income should be read in conjunction with the notes to the financial statements set out on pages 10 to 22. 6

39 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED STATEMENT OF FINANCIAL POSITION as at 30 June 2014 Notes $ $ CURRENT ASSETS Cash and cash equivalents 13 36, ,701 Trade and other receivables Financial assets available for sale 6-26,660 Total current assets 37, ,175 TOTAL ASSETS 37, ,175 CURRENT LIABILITIES Trade and other payables 7 13,457 15,760 Total current liabilities 13,457 15,760 TOTAL LIABILITIES 13,457 15,760 NET ASSETS 23, ,415 EQUITY Contributed equity 8 3,834,254 4,055,106 Accumulated losses 9 (3,901,190) (3,879,858) Other reserves 10 90,909 83,167 TOTAL EQUITY 23, ,415 The above statement of financial position should be read in conjunction with the notes to the financial statements set out on pages 10 to 22. 7

40 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2014 Contributed Accumulated Market value Options Total equity losses reserve reserve $ $ $ $ $ At 1 July ,055,106 (3,879,858) (7,742) 90, ,415 Loss for the year - (21,332) - - (21,332) Other comprehensive income - 7,742-7,742 Total comprehensive income for the year - (21,332) 7,742 - (13,590) Transactions with shareholders: Return of capital (219,157) (219,157) Transaction costs of return of capital (1,695) (1,695) At 30 June ,834,254 (3,901,190) - 90,909 23,973 At 1 July ,430,432 (3,884,326) - 89,339 3,635,445 Profit for the year - 4, ,468 Other comprehensive income - - (7,742) - (7,742) Total comprehensive income for the year - 4,468 (7,742) - (3,274) Transactions with shareholders: Return of capital (3,360,410) (3,360,410) Transaction costs of return of capital (14,916) (14,916) Other movements in equity: Share of associates equity based remuneration recognised in other reserves ,570 1,570 At 30 June ,055,106 (3,879,858) (7,742) 90, ,415 The above statement of changes in equity should be read in conjunction with the notes to the financial statements set out on pages 10 to 22. 8

41 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED STATEMENT OF CASH FLOWS For the Year Ended 30 June 2014 Notes $ $ Cash flows from operating activities Cash payments in the course of operations (29,982) (49,646) Interest received 6,789 54,422 Net cash flows (used in)/provided by operating activities 13 (23,193) 4,776 Cash flows from investing activities Proceeds from sale of investments 34,187 23,681 Net cash flows provided by investing activities 34,187 23,681 Cash flows from financing activities Return of capital (220,852) (3,363,439) Repayment of borrowings - (699,314) Net cash flows used in financing activities (220,852) (4,062,753) Net decrease in cash and cash equivalents held (209,858) (4,034,296) Cash and cash equivalents at the beginning of the financial year 246,701 4,280,997 Cash and cash equivalents at the end of the financial year 13 36, ,701 The above statement of cash flows should be read in conjunction with the notes to the financial statements set out on pages 10 to 22. 9

42 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements For the Year Ended 30 June 2014 Note 1: Statement of Accounting Policies The significant policies which have been adopted in the preparation of this report are: a) Basis of Preparation The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards. The financial report has also been prepared on a historical cost basis, except for available-for-sale investments, which have been measured at fair value. Management is required to make judgements, estimates and assumptions in relation to the carrying value of assets and liabilities, that have significant risk of material adjustments in the next year and these have been disclosed in the relevant notes to the financial statements. b) Statement of Compliance The financial report complies with Australian Accounting Standards, which include the Australian Accounting Interpretations. The financial report also complies with International Financial Reporting Standards (IFRS). The Company has adopted the following standards and amendments for the first time for the annual reporting period commencing 1 July 2013: AASB 13 Fair Value Measurement which explains how to measure fair value and aims to enhance fair value disclosures. Application of the standard does not have a significant impact on the financial statements. Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2014 reporting period: AASB 9 Financial Instruments was released in late 2009 and is mandatory for periods beginning on or after 1 January The Standard will require two measurement models: amortised cost and fair value. Application of the standard is not expected to have a significant impact on the financial statements. AASB Amendments to AASB 136 Recoverable Amount Disclosures for Non-Financial Assets was released in June 2012 and is mandatory for periods beginning on or after 1 January The standard introduces additional disclosure requirements where the recoverable amount of impaired assets is based on fair value less cost of disposal. Application of the standard is not expected to have a significant impact on the financial statements. There are no other standards that are not yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. 10

43 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 1: Statement of Accounting Policies (Cont.) c) Cash and Cash Equivalents For the statement of cash flows, cash includes cash on hand and short-term deposits with an original maturity of three months or less. d) Revenue Recognition (i) Interest income Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant year using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial year. (ii) Dividends Revenue is recognised when the Company s right to receive payment is established. e) Trade and Other Payables Trade payables and other payables represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. f) Trade and Other Receivables Receivables are recognised and carried at original invoice amount less a provision of impairment. Trade receivables are generally settled within 30 days. A provision for impairment is made when there is objective evidence that the Company will not be able to collect the debts. Bad debts are written off when identified. g) Investments and Other Financial Assets Financial assets are classified as either financial assets at fair value through comprehensive income, loans and receivables, held-to-maturity investments, or available-for-sale investments. The classification depends on the purpose for which the investments were acquired. When financial assets are recognised initially, they are measured at fair value plus directly attributable transaction costs. The Company determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end. The purchase and sale of financial assets are recognised on the trade date i.e. the date that the Company commits to purchase the asset. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in statement of profit or loss and other comprehensive income when the loans and receivables are derecognised or impaired, as well as through the amortisation process. 11

44 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 1: Statement of Accounting Policies (Cont.) g) Investments and Other Financial Assets (Cont.) Available-for-sale investments Available-for-sale investments are those non-derivative financial assets that are designated as available-for-sale. After initial recognition available-for-sale investments are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in statement of profit or loss and other comprehensive income. The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments with no active market, fair value is determined using valuation techniques, such as discounted cash flow analysis or by reference to the investments underlying net assets. Where fair value cannot be reliably measured investments are measured at cost. The Company assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant 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 financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in statement of profit or loss and other comprehensive income is removed from equity and recognised in the statement of profit or loss and other comprehensive income. Impairment losses recognised in the statement of profit or loss and other comprehensive income on equity instruments classified as available-for-sale are not reversed through the statement of profit or loss and other comprehensive income. h) Income Tax and Other Taxes Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities on the current year s taxable income at the tax rates enacted by the reporting date. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profits will be available against which deductible temporary differences and the carry-forward of unused tax credit can be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Income taxes relating to items recognised directly in equity are recognised in equity and not in statement of profit or loss and other comprehensive income. 12

45 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 1: Statement of Accounting Policies (Cont.) h) Income Tax and Other Taxes (Cont.) Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST), except: o when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense item as applicable; and o receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities which are recoverable from, or payable to, the taxation authority are classified as operating cash flows. i) Contributed Equity Issued capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from proceeds. j) Impairment Assets are tested 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. Non-financial assets that suffered impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. 13

46 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 2: Dividends No dividends have been declared, paid or provided in the year ended 30 June Franking credits available is $233,742 (2013: $233,742). Note 3: Auditors Remuneration The auditor of the Company is HLB Mann Judd. The auditor received no other benefits. Amounts received or due and receivable by the auditor of the Company: $ $ Auditing or reviewing the financial report 15,500 19,000 Note 4: Income Tax (a) Income tax benefit Accounting (loss)/profit before income tax (21,332) 4,468 Income tax (benefit)/expense at the statutory income tax rate of 30% (6,400) 1,340 Deferred tax not recognised 6,400 (1,340) Income tax expense reported in the statement of profit or loss and other comprehensive income - - (b) Deferred income tax Deferred income tax at 30 June related to the following items: Deferred tax assets: - Costs of capital raising 2,738 5,905 - Provision and accrued expenses 3,263 4,012 - Unrealised loss on investments - 51,653 - Carried forward losses 1,368,744 1,308,588 - Deferred tax assets not recognised (1,374,745) (1,370,158)

47 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 5: Trade and Other Receivables $ $ Current Other assets Receivables Receivables are non-interest bearing and are generally on 30 day terms. Note 6: Financial Assets Available-For-Sale Current Listed shares at market value - 26,660 (a) Listed shares at market value The carrying value of the investment classified as Listed shares at market value had been determined by using the fair value approach. The closing bid-price was determined to be an appropriate indication for the fair value of the investment. The investment was fully sold during the financial year. Note 7: Trade and Other Payables Current Sundry creditors and accruals 13,457 15,760 Sundry creditors and accruals are non-interest bearing and are normally settled on 30 day terms. Note 8: Contributed Equity Ordinary shares Balance at the beginning of the year No of Shares $ No of Shares $ 73,052,389 4,055,106 73,052,389 7,430,432 Return of capital - (219,157) - (3,360,410) Transaction costs of return of capital - (1,695) - (14,916) Balance at the end of the year 73,052,389 3,834,254 73,052,389 4,055,106 A reduction of share capital of 0.3 cents per share was approved by shareholders at a general meeting held on 23 May 2014 and paid on 11 June This equated to a total cash payment of $219,157. A reduction of share capital of 4.6 cents per share was approved by shareholders at a general meeting held on 13 August 2012 and paid on 31 August

48 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 9: Accumulated Losses $ $ Balance at the beginning of the year (3,879,858) (3,884,326) Net (loss)/profit from operating activities (21,332) 4,468 Balance at the end of the year (3,901,190) (3,879,858) Note 10: Other Reserves Year ended 30 June 2014: Share options Market value Total other reserve reserve reserves $ $ $ Balance at the beginning of the year 90,909 (7,742) 83,167 Movements in fair values of available-for-sale financial assets transferred to other comprehensive income on realisation - 7,742 7,742 Share of options reserve of associated entity Balance at the end of the year 90,909-90,909 Year ended 30 June 2013: Balance at the beginning of the year 89,339-89,339 Decrease in fair value of available-for-sale investments - (7,742) (7,742) Share of options reserve of associated entity 1,570-1,570 Balance at the end of the year 90,909 (7,742) 83,167 Market Value Reserve The market value reserve is used to record increments and decrements in the fair value of available-forsale financial assets to the extent that they offset one another. 16

49 Note 10: Other Reserves (Cont.) CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Share Options Reserve The share option reserve includes a share of the options reserve of equity accounted investments and is used to record the value of options issued to the investment manager, CVC Managers Pty Limited. As at 30 June 2014, the following options are outstanding: Expiry date Option value Number of options Exercise price 11 December cents 28, cents 30 April cents 36, cents 31 May cents 459, cents 30 June cents 316, cents 31 July cents 168, cents 31 August cents 134, cents 30 September cents 336, cents 31 October cents 141, cents 30 November cents 736, cents 31 December cents 87, cents 31 January cents 138, cents 29 February cents 198, cents 31 March cents 61, cents 31 May cents 9, cents 30 June cents 34, cents 31 December cents 9, cents 28 February cents 42, cents 31 March cents 27, cents 30 April cents 71, cents 30 June cents 50, cents 31 July cents 20, cents 31 October cents 19, cents 28 February cents 8, cents 31 March cents 9, cents 30 April cents 9, cents 31 May cents 9, cents 31 August cents 6, cents 30 November cents 9, cents 3,183,974 Note 11: Financial Instruments The Company s activities expose it to a variety of financial risks: market risk (including market price risk and interest rate risk), credit risk and liquidity risk. The Company s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and price risk. The responsibility for operational risk management resides with the Board of Directors who seeks to manage the exposure of the Company. There have been no significant changes in the types of financial risks; or the Company s risk management program (including methods used to measure the risks) since the prior year. 17

50 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 11: Financial Instruments (Cont.) (a) Interest rate risk The Company s exposure to interest rate risks of financial assets and liabilities both recognised and unrecognised at the reporting date are as follows: Notes Floating Fixed interest rate Non- Total interest 1 year 1 to 5 interest rate or less years bearing $ $ $ $ $ 2014 Financial assets Cash and cash equivalents 13 36, ,843 Trade and other receivables Financial liabilities Trade and other payables ,457 13, Financial assets Cash and cash equivalents , ,701 Trade and other receivables Financial liabilities Trade and other payables ,760 15,760 The Company holds a significant amount of cash balances which are exposed to movements in interest rates. To reduce the risk the Company typically deposits uncommitted cash in high interest rate accounts with financial institutions. Receivables and payables are non-interest bearing. Sensitivity As the Company expects interest rates to increase by 25 basis points during the 2015 financial year (2013: 50 basis points lower), at reporting date the impact on the Company, with all other varieties held constant, would be Increase of 25 bp Decrease of 50 bp $ $ 2014 Net profit 624 n/a Equity increase 624 n/a 2013 Net loss n/a (5,693) Equity decrease n/a (5,693) 18

51 Note 11: Financial Instruments (Cont.) (b) Market Price Risk CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 The Company had investments in listed securities which could be adversely affected if general equity market values were to decline. There was no exposure to market price risk at balance date. Sensitivity At reporting date, if equity prices had been 10% higher/(lower) while all other variables were held constant the impact of the Company would be: Increase of 10% Decrease of 10% $ $ 2014 Net profit/(loss) n/a n/a Equity increase/(decrease) n/a n/a 2013 Net profit/(loss) - - Equity increase/(decrease) 2,666 (2,666) (c) Credit Risk Exposure Credit risk refers to the loss that the Company would incur if a debtor or a counterparty fails to perform under its obligations. The carrying amounts of financial assets recognised in the statement of financial position best represent the Company s maximum exposure to credit risk at reporting date. The Company seeks to limit its exposure to credit risk by performing appropriate background investigations on counterparties before entering into arrangements with them. At reporting date, the Company s significant exposure of credit risk is its deposits with financial institutions, which is mitigated by the requirement that deposits are only held with institutions with an investment grade credit rating. (d) Liquidity Risk The Company manages liquidity risk by maintaining sufficient cash balances, holding liquid investments that could be realised to meet commitments. The Company continuously monitors forecast and actual cash flows and matches the maturity profiles of financial assets and liabilities. The following table details the Company s expected maturity for its contractual liabilities: Less than 6 months 6 months to 1 to 5 years Total 1 year $ $ $ $ 2014 Trade and other payables 13, , Trade and other payables 15, ,760 19

52 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 11: Financial Instruments (Cont.) (e) Fair Value of Financial Assets and Liabilities The Company uses various methods in estimating the fair value of a financial instrument. The methods comprise: Level 1 the fair value is calculated using quoted prices in active markets. Level 2 the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset, either directly (as prices) or indirectly (derived from prices). Level 3 the fair value is estimated using inputs for the asset that are not based on observable market data. The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below. Year ended 30 June 2014 Quoted market price (Level 1) Valuation technique market observable inputs (Level 2) Valuation technique non market observable inputs (Level 3) Total $ $ $ $ Financial assets Available-for-sale investments Listed shares at market value Year ended 30 June 2013 Financial assets Available-for-sale investments Listed shares at market value 26, ,660 Note 12: Related Parties No amount of income was paid or payable or otherwise made available, to any key management personnel of the Company directly or indirectly in the year ended 30 June 2014 (2013 $nil). Transactions with related parties The Company paid management fees to its investment manager calculated at 2.5% of the net assets of the company at the end of the previous financial year. CVC Managers Pty Limited agreed to stop charging the management fees effective 30 June Fees of $20,568 were paid to CVC Managers Pty Limited during the 2013 financial year. Messrs Beard and Gould were Directors of CVC Managers Pty Limited during the year. CVC Managers Pty Limited is a controlled entity of CVC Limited. The loan payable to Wind Corporation Australia Pty Limited was fully repaid during the 2013 financial year via dividend of $26,001 declared and paid on 30 November 2012, and the return of capital of $673,313 completed at 31 December

53 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 13: Notes to the Statement of Cash Flows Reconciliation of Cash and Cash Equivalents For the purposes of the statement of cash flows, cash and cash equivalents comprise the following at 30 June 2014: $ $ Cash at bank 36, ,701 Cash and cash equivalents 36, ,701 Cash at bank earns interest at floating rates based on daily bank deposit rates. The carrying amount of cash and cash equivalents represents fair value. Reconciliation of net (loss)/profit after income tax to net cash from operations Net (loss)/profit (21,332) 4,468 Adjustments for Net loss on sale of equity investment 213 1,692 Change in operating assets and liabilities: Movements in trade and other receivables 34 7,706 Movements in trade and other payables 392 (9,090) Movements in sundry creditors and accruals (2,500) - Cash flows (used in)/provided by operating activities (23,193) 4,776 21

54 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED Notes to the Financial Statements (Cont.) For the Year Ended 30 June 2014 Note 14: Other Information The Company was incorporated on 7 th December The Company is registered and domiciled in Australia. Its registered office and principal place of business are at Level 6, 1 Alfred Street, Sydney, NSW Note 15: Events Occurring after Reporting Date There are no matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years. 22

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56 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED ABN AUDITOR S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of CVC Sustainable Investments No. 2 Limited for the year ended 30 June 2014 I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a) (b) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. Sydney, NSW M D Muller 30 September 2014 Partner 24

57 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED ABN INDEPENDENT AUDITOR S REPORT To the members of CVC Sustainable Investments No. 2 Limited: We have audited the accompanying financial report of CVC Sustainable Investments No. 2 Limited ( the company ), which comprises the statement of financial position as at 30 June 2014, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors declaration, for the company. Directors Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that the financial statements of CVC Sustainable Investments No. 2 Limited comply with International Financial Reporting Standards. Auditor s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. Our audit did not involve an analysis of the prudence of business decisions made by directors or management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 25

58 CVC SUSTAINABLE INVESTMENTS NO. 2 LIMITED ABN INDEPENDENT AUDITOR S REPORT (continued) Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act Opinion In our opinion: (a) the financial report of CVC Sustainable Investments No. 2 Limited is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the company s financial position as at 30 June 2014 and its performance for the year ended on that date; and (b) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial statements also comply with International Financial Reporting Standards as disclosed in Note 1. HLB Mann Judd Chartered Accountants M D Muller Partner Sydney, NSW 30 September