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protecting people, property and environments TM 30 August 2012 The Company Announcements Platform Australian Securities Exchange Limited Level 4 / 20 Bridge Street SYDNEY NSW 2000 Dear Sirs

Results for Announcement to the Market Appendix 4E: Preliminary Financial Statements for the Year Ended 30 June 2012

Greencap Limited (ASX: GCG) is pleased to announce its preliminary financial results for the year ended 30 June 2012. During the financial year, Greencap has undergone a significant year of change. The integration of the individual risk consulting businesses into a unique one-stop-shop risk management solution provider with a truly national footprint was completed this year. The rebranding of this integrated business as Greencap is progressing and will be completed during the 2013 financial year. The growth in our Asian operations increasingly enables the group to provide international clients with the same offering and service. In line with last year’s strategic realignment of the business, the Leeder Consulting business and the Trevor R Howse and Associated business were sold. This has enabled the group to repay debt providing a strong balance sheet from which the core integrated risk management solution business can grow. The stronger balance sheet and the performance of the company have enabled the board to take the critical step of reinstating dividend payments to shareholders during the year. Full details of the result and commentary are enclosed in the attached Preliminary Financial Report. Yours faithfully Stephen Munday Chief Financial Officer / Company Secretary

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PRELIMINARY FINANCIAL REPORT – YEAR ENDED 30 JUNE 2012 ABN 24 006 631 769

protecting people, property and environments

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Greencap Limited ABN 24 006 631 769 and Controlled Entities CORPORATE DIRECTORY

DIRECTORS Byram Johnston OAM (Non-Executive Chairman) Adrian Kloeden (Non-Executive Director) Peter Martin (Non-Executive Director) Earl Eddings (Managing Director)

SECRETARY Stephen Munday

REGISTERED OFFICE Level 3 / 818 Whitehorse Road Box Hill VIC 3128 Telephone: +61 3 9896 8600 Facsimile: +61 3 9890 8911

OFFICE LOCATIONS

Greencap Limited Level 3 / 818 Whitehorse Road Box Hill VIC 3128 www.greencap.com.au

Victoria Level 3 / 818 Whitehorse Road Box Hill VIC 3128 www.noel-arnold.com.au

New South Wales Level 2 / 11 Khartoum Road North Ryde NSW 2113 www.noel-arnold.com.au

Queensland Level 27 / 288 Edward Street Brisbane QLD 4000 www.elp.com.au

Canberra Unit 21, Level 3 Belconnen Churches Centre Benjamin Way BELCONNEN ACT 2617

SHARE REGISTRY Advance Share Registry 150 Stirling Highway Nedlands WA 6009 Telephone: +61 8 9389 8033 Facsimile: +61 8 9389 7871 www.advancedshare.com.au

Post Office 1156 Nedlands WA 6009

AUDITORS Moore Stephens Perth WA

BANKERS National Australia Bank Limited Melbourne VIC

LAWYERS Cowell Clarke Adelaide SA

South Australia / Northern Territory 12 Greenhill Road Wayville SA 5034 www.aecaust.com.au

Darwin Unit 11, Winnellie Central 14 Winnellie Road Winnellie, NT 0820

Western Australia Level 1 / 500 Murray Street Perth WA 6000 www.env.net.au

Asia Intilad Tower 18th Floor Jl Jend Sudirman Kav 32 Jakarta INDONESIA 36 Robinson Road City House SINGAPORE

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Greencap Limited

ASX Preliminary final report

ABN 24 006 631 769

For the year ended 30 June 2012

Lodged with ASX under Listing Rule 4.3A Contents Results for Announcement to the Market ........................................................................................ 1 Chairman’s Letter .............................................................................................................................. 2 Operating and Financial Review ..................................................................................................... 3 Preliminary Consolidated Statement of Comprehensive Income ................................................. 9 Preliminary Consolidated Statement of Financial Position ........................................................... 10 Preliminary Consolidated Statement of Cash-flows ..................................................................... 11 Preliminary Consolidated Statement of Changes in Equity .......................................................... 12 Notes to the Preliminary Financial Report ..................................................................................... 13 Supplementary Appendix 4E information ..................................................................................... 20

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Greencap Limited For the year ended 30 June 2012

(Previous corresponding period: year ended 30 June 2011) Results for Announcement to the Market

Movement $A'000

12 months to 30 June 2012

$A'000

12 months to 30 June 2011

$A'000

Movement %

Revenues from continuing operations 7,486 66,422 from 58,936 12.7%

Net Profit/(Loss) after tax for the period from continuing operations attributable to the members of Greencap Limited

(734) 3,099 from 3,833 -19.1%

Net Profit/(Loss) after tax for the period attributable to the members of Greencap Limited

8,438 2,748 from (5,690) 148.3%

Dividends (distributions) Amount per security Franked amount per security

Dividend The Company has declared a fully franked dividend out of the second half year profit of the 2012 financial year. Please refer to the Summary Operating and Financial Review contained in the attached report.

0.25 cent

0.25 cent

Previous corresponding period n/a n/a

Ex dividend date Record date for determining entitlements to the dividend. Date for payment of Dividend

3 August 2012 10 August 2012 27 August 2012

Brief explanation of reported figures Please refer to the Chairman’s Letter and the summary Financial and Operational Review enclosed.

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Chairman’s Letter Dear Shareholders

Greencap has undergone a significant year of change. The integration of the individual risk consulting businesses into a unique one-stop-shop risk management solution provider with a truly national footprint was completed this year. The rebranding of this integrated business as Greencap is progressing and will be completed during the 2013 financial year. The growth in our Asian operations increasingly enables the group to provide international clients with the same offering and service.

This year the group undertook the strategic realignment of the business I mentioned in my letter to you last year. The sale of the Leeder Consulting business and the Trevor R Howse and Associated business during the year has enabled the group to repay debt providing a strong balance sheet from which the integrated risk management solution business can grow. This has enabled the management team to focus on the continuing operations and to take advantage of the unique breadth of services and international footprint across Australia and Asia.

The stronger balance sheet has also enabled the board to take the critical step of reinstating dividend payments to shareholders during the year. The February dividend payment and provisioning for the August dividend has refocused the management team on shareholder wealth creation.

This year’s performance, whilst lower than last year, has highlighted the importance of our integrated service offering. Where we have presented our full range of services to major national and international clients, significant new projects in areas have been won. This includes major projects in hazardous materials management and environmental assessments for a new agribusiness client as well as occupational hygiene and environmental impact assessment work in an existing resources based client. This cross-selling of different services into existing and new clients in a more integrated fashion makes it difficult for any one competitor to offer comparable services to these major companies.

The ability to offer a broader array of risk management services to clients also enables the group to adapt and exploit changing market conditions and the impacts of current economic conditions. This will be a key focus of the management team over the next twelve months. The rebranding process will ensure all clients are made aware of our full array of service offerings.

The company continues to focus on growth sectors in the Australian and Indonesian markets. The continued growth of our work for resources, services to resources, infrastructure and agribusiness clients has partially off-set declines in work for clients in other less buoyant sectors. We continue to have a well-qualified and experienced Board with a majority of independent members, this year we will be adding greater diversity to the board to ensure the company continues to follow best practise corporate governance. I extend my appreciation to my fellow board members, the management team and all staff for their contribution to the ongoing success of your company; and I thank you, the shareholders, for your continued support during the restructuring of the company. I look forward to continuing to improve shareholder returns in the future.

Byram Johnston OAM Chairman

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Greencap Limited – Preliminary Financial Report 30 June 2012

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Operating and Financial Review Overview During the financial year the group completed the restructure of the business into the core risk management consulting group by disposing of non-core assets. This has positioned the group to drive its primary strategies for continued growth: the national key accounts program; an integrated business development and service delivery model; expanding its national and international footprint; cross-selling specialist services; and group wide savings and synergies. Last year’s strategic review, apart from identifying the opportunities created by integrating business units into a single core risk management consulting business, identified two business units which were non-core. As with last year, in these financial statements, this integrated risk consulting business has been classified as continuing operations and the non-core business units as discontinued. Revenues from continuing operations have grown from $58.9 million last year to $66.4 million or 12% this year. The NPAT from continuing operations has declined slightly from $3.8 million to $3.1 million. The core risk management business continues to grow and with this is expected to restore profitability during the 2013 financial year as the business benefits from the restructure completed during this financial year. The discontinued operations Leeder Consulting and Trevor R Howse were both sold during the year. The discontinued operations lost $0.35 million NPAT including the profit on sale of the businesses. The Leeder Consulting business generated a positive result for the period it remained within the group; however, Trevor R Howse incurred significant losses and was sold at a small loss. With the sale of the non-core businesses the management team can now focus on the development and growth of the core business. As a result of the loss incurred in the discontinued operations, Greencap reported an overall NPAT of $2.7 million attributable to members for the year compared to an NPAT loss of $5.7 million in 2011. Greencap business model has a regional business model with national business development capabilities. This ensures that the leadership of the business remains locally based but nationally focused. The model increases service levels to clients, reduces duplication and allows back office systems integration and efficiency. The key account management and cross selling of services programs remain critical parts of the management team structure. Greencap continues to provide risk management services in every state of Australia and in several countries in South East Asia. These services include Occupational Health and Safety, Property Risk Services, Business Continuity Management, Sustainability, Environmental Services, Hazardous Materials Risk Management, Contaminated Site Management, Fire Safety Engineering and corporate training, testing and web based solutions. With more than 350 professional, technical and engineering staff based in ten offices, the business services more than 5000 business and government entities in the education, property, resources, industrial, manufacturing, retail and services sectors. This core risk consulting business continues to be a foundation for continued growth and improved performance now and into the future. The business has experienced irregular results across the country, similar to many of its competitors and in line with the economy and market generally. The regions in which greatest growth has been experienced have had resources, infrastructure or agribusiness based clients and the regions with the slowest growth or slight activity decline have had construction, property or retail based clients. The group has experienced an overall decline in margin as some sectors move into cost restraint mode and in other sectors where less work is driving greater competition. Greencap’s advantage against many of its competitors is its breadth of service offerings and width of geographic spread. Greencap’s breadth and width enable it to adapt and exploit changes in regional economic activity. The restructure of the business undertaken this year now enables it to shift resources and expertise to focus on regions and sectors experiencing growth and protect market position and expertise in regions and sectors experiencing slower economic conditions. The Greencap Managing Director, Mr Earl Eddings, leads a team of experienced and committed managers. Under his new management structure this team is leading the group into a new phase of growth and development. Training in core skills together with greater accountability and responsibility at all levels of management is driving greater focus on business development and increasing shareholder returns. The restructure of the management team and integration of the businesses has been undertaken as an evolutionary process, designed to avoid disruption to our client service focus. With the majority of the restructure now having taken place the management team now have the platform on which to continue to build the business which is uniquely positioned to take advantage of the changing regulations which are driving consulting activity in its key areas of expertise – People, Property and Environmental risk management. The restoration of dividend payments this year is a tangible recognition of the board and management teams continued focus on growth and shareholder wealth.

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Financial Review A summary of the consolidated results for the full year is set out below. 2012

$ 000s 2011

$ 000s

Continuing Operations

Revenue 66,422 58,936

Profit from continuing operations before income tax & finance costs 5,402 6,470

Finance costs (800) (1,058)

Profit / (Loss) before income tax 4,602 5,412

Income tax expense (1,503) (1,579)

Net Profit after tax from continuing operations 3,099 3,833

Discontinued operation

Profit / (Loss) after tax from discontinued operations (351) (9,523)

Profit / (Loss) for the year 2,748 (5,690) The financial statements have been separated into continuing and discontinued operations. The continuing operations are the integrated risk management consulting business operations. The discontinued operations include Leeder Consulting and Trevor R Howse businesses; the group has realised its investments in these businesses as part of the overall group restructure. Revenue from continuing operations has grown this year by 12% whilst profit before interest and tax have declined by 16%. Whilst revenue has grown, a large part of this was recovery of third party contracted services (for example drillers for soil samples in the case of environmental audits). The margin on these external cost recoveries is very thin. As a result, especially during the second half of the year, net revenue growth (revenue less cost recoveries) did not exceed the growth in the company’s cost base. This occurred in many professional services market segments throughout Australia, it was most obvious in the construction segment. The segment note (Note 2) highlights the significant drop in margin in the WHS and Property segment which was mainly in the Hazardous Materials related offerings – which is largely related to the construction industry. The environmental segments of our business experienced the largest revenue growth; however, 60% of this revenue growth was the third party cost recoveries. The lower earnings growth in relation to this outside service recoveries can be seen in this segment of our business. The restructure of the businesses during the year into an integrated risk management consulting group has enabled the group to react to these changes in economic conditions in two significant ways. Firstly, the group has been able to refocus resources into growth segments including resources, infrastructure and agribusiness. In these segments, margin pressure is lower than in the segments currently experiencing difficult economic conditions. Secondly, it has enabled the group to eliminate duplication of management and administrative services and just as importantly undertake group procurement processes which are producing significant cost savings. These two focuses are aimed at restoring margin and combined with the ongoing national key account focus; integrated business development and service delivery model; expanding its national and international footprint; and cross-selling specialist services will ensure the group achieves better profitability in the coming years. Whilst market segments will grow and contract from time to time our core offerings are being driven by external factors including increased and changing regulatory requirements as well as growth in sectors requiring WHS and environmental risk consulting services. The diversity of the group’s service offerings; geographic footprint and its integrated structure enables Greencap to be sufficiently flexible adapt to changing market conditions. The discontinued operations loss this year has been caused largely by the management of historical issues related to the Trevor R Howse business and the loss on sale caused by its disposal in June. Leeder Consulting had a positive contribution to earnings during the year and was sold at a small profit. As a result discontinued operations reduced the NPAT of the group by $0.35 million resulting in an overall group NPAT profit of $2.7 million compared to the NPAT loss last year of $5.7 million.

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A summary of the consolidated financial position is set out below. 2012

$ 000s 2011

$ 000s

Current Assets 23,133 32,287

Non-current assets 45,863 45,462

TOTAL ASSETS 68,996 77,749

Total Current Liabilities 14,244 19,651

Total Non-current 752 5,683

TOTAL LIABILITES 14,996 25,334

NET ASSETS 54,000 52,415

The group’s financial position remains strong. Current assets significantly exceed current liabilities. Cash and receivables exceed current payables, provisions and the current portion of interest bearing debt by five million dollars. The balance sheet has been significantly restructured as a result of the sale of Leeder Consulting. The sale removed the current assets held for resale and current liabilities held for resale. The proceeds from sale of Leeder Consulting were used to repay debt of $9.3 million; funded working capital growth and asset purchases. Cash increased by $1.3 million across the year after dividend payments of $0.6 million. Net debt, being the difference between interest bearing liabilities and cash was $0.4 million compared to $9.8 million last year. Currently, net debt fluctuates around a nil balance monthly depending on the level of debtors and work in progress from time to time. To manage timing differences between expenditures and receipts the group maintains a working capital facility with the NAB of $5.5 million. At year end, this was drawn down to $4.5 million which was largely off-set by cash at bank. Net tangible assets backing per share has again increased this year from 0.3 cents last year to 4.6 cents per share this year. With a strong balance sheet and a flexible business model, the Greencap business is well positioned to grow and increase shareholder returns into the future. Capital Structure During the year, 1,364,061 shares were issued pursuant to the dividend reinvestment scheme in relation to the February 27th dividend payment. There have been no other shares issued during the financial year. There are 263,879,446 ordinary shares on issue at year end compared to 262,515,385 last year. Operational Review Introduction This year the group has operated during a time of significant structural and cultural change. Whilst last year we reshaped the company from the federated business model into an integrated business model, this year was the first year of operations within that model. The previously separate businesses have adapted to new processes and requirements which have required far greater communication between regions. This change has been experienced during a time of difficult economic conditions in some regions and segments of the business. The full benefits of the new structure are only now fully being realised within the business. We continue to improve the national co-ordination of resources and consistency of our client’s experience across regional boundaries. Key advantages of the integrated structure around client relationship management and service delivery are becoming increasingly visible in the business.

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Our Clients Clients by Industry Segment FY2011 FY2012

Greencap has a large client base spread across a large number of industries and market segments. This provides a stable base from which the group can target growing segments of the economy, which currently includes resources, infrastructure and agribusiness. Work for Resources sector clients has again growth this year. The broad range of industries from which Greencap’s clients are based ensures that Greencap can withstand uneven trading conditions caused by variable economic conditions as are currently being experienced. Our focus on new clients in mining, agribusiness, infrastructure and associated sectors has seen several large projects commenced and expanded during the year. Our People During this year the Management Team has continued to be renewed and expanded from both within the group’s broader management pool and by external appointments. Diversity within the management team and client service teams is a key differentiator when offering integrated risk management solutions to clients. Historically, regional management experience has been focused in the particular expertise of the antecedent companies originally making up the Greencap federated model. A combination of key staff relocations and new recruitments has significantly changed the management profiles in most of our regions. Regional leadership roles are now undertaken by teams of key management within each region, all of whom bring a greater diversity of experience and viewpoints to that region and the management team generally. The company continued to develop greater diversity in its team to ensure it has the right blend of experience, industry and technical expertise to drive business growth and to maximise shareholder wealth. Our Integrated Service Offerings Greencap Limited provides risk management services in every state of Australia and South East Asia. These services include Workplace (Occupational) Health and Safety, Property Risk Services, Business Continuity Management, Sustainability, Environmental Services, Hazardous Materials Risk Management, Contaminated Site Management, Fire Safety Engineering and incorporates training, testing and web based solutions. With 350 professional, technical and engineering staff based in ten offices, the group services more than 5,000 business and government entities in the education, property, resources, industrial, manufacturing, retail and services sectors. Our services can be classified into two primary segments - Property and WHS and Environmental. The Property and WHS segment involves the delivery of services that primarily affect owners and users of property. It also incorporates advisory services relating to business risk management. The Environmental sector encompasses those group businesses that provide environmental consulting advisory services. Across these two primary segments, education and training services and online services underpin our consulting delivery model.

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Greencap’s services can be summarised into the two key segments and supporting delivery modes:

WHS & Property Greencap has the largest WHS practice in Australia. We deliver comprehensive WHS programs for national clients including Coles/Wesfarmers, Australia Post, Defence, Westpac. The growth of the WHS practice continues to be underpinned by legislative drivers which are increasingly placing onus on directors and senior officers to demonstrate appropriate WHS governance programs. The introduction of new harmonised health and safety legislation across most of Australia represents the largest single reform to health and safety legislation in the country, with significant compliance impacts for all organisations. The market in the WHS area in these regions is fragmented with smaller service providers and there is scope for the company to provide a broader more integrated service offering to resource companies. The demand for property sector risk services continues to be driven by the strong legislative environment and increasing awareness of government and private clients of the property risk obligations and liabilities of various parties. Greencap is a leading provider of hazardous materials risk management services which are supported by our online data management solutions for major clients. The company now has accredited laboratory analysis capability in four states in Australia and has national accreditation to AS/NZS/ISO/IMEC 17020 as a Type A Inspection Body. This accreditation validates the high level of assurance and competency in the range of property inspection services delivered. Recently, the company has become involved in a large project involving hazardous materials risk management services. The ability of the company to call in appropriately experienced staff to meet the rapidly changing needs of the client is an example of the key benefits of our integrated business model. The continued expansion of our online service offerings provides clients with efficient and effective tools to monitor and manage their risks. The Cm3 contractor WHS management tool supplemented with the online induction tools continue to be favoured by many large property management groups. This growing segment of the online service delivery modes continues to grow each year.

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Environmental Services Greencap’s environmental group continues to be one of the biggest non-engineering based environmental practices in Australasia. Greencap’s diverse environmental skill sets enable it to deliver national and international teams on major projects. The group has been working on sustainability projects, soil and groundwater assessments, large environmental impact studies, substantial biological studies for major mining houses, and large property remediation throughout Australia and South East Asia. The continued strong performance of the mining sector has been described as patchy. Our experience this year supports these reports with some areas experiencing growth but others on a slower path or on hold. In Queensland, our service delivery to resources based clients has grown while in Western Australia the mix of environmental services and quantum of services being consumed continues to change from month to month making growth in this region difficult. In response we are seconding staff to Queensland and adapting the Western Australian business to be more responsive and flexible. Our Western Australian operations continue to work on programs to change consumer behavioural patterns related to domestic water use and conservation. These sustainability services continue to be a growth area for environmental consulting. Our offices in South East Asia continue to grow in response to the high demand for high end consulting services, particularly in the resource sector. International Mining conglomerate Vale appointed our Indonesian operation to prepare a large environmental and social impact assessment study for its mining and mineral processing activities in Sulawesi. Technical skills from Australia are being applied to these projects creating opportunities for our staff that will assist in staff retention. The volume of environmental work in the Northern Territory continues to grow. Resource reallocations into this state continue to be a focus of the South Australian and Northern Territory region. Strategy and Future Growth Whilst there continues to be economic instability both globally and locally; we continue to see uneven trading conditions across Australia and across market segments. However, we also continue to see strong regulatory drivers for most of the risk management services we offer. These include the much delayed WHS harmonisation which will ultimately impact all organisations throughout Australia. We also see demand for our services being driven by: the increasing focus on the environmental impact of businesses; the likely impact of the carbon tax; and a growing sustainability focus on upgrading of old buildings to meet stricter environmental and sustainability standards. Our primary growth strategies for the coming year remain: the national key accounts program; an integrated business development and service delivery model; enhancing its national and international footprint; cross-selling; and group wide savings and synergies. Greencap is a unique company; no other single company competes with all of our service capabilities. We offer our clients a truly national and sometimes international solution in all areas of risk associated with people, property or the environment. We partner with large national and international clients and provide a comprehensive service which cannot be matched by other single service providers. This strategy, which continues to be well received by our largest clients, ensures that the full one-stop shop service offering is of high value to clients and not comparable to specialised single service or regionally based offering by potential competitors. The board continues to believe in the need to return the benefits of the company’s future growth and prosperity to shareholders through such mechanisms as dividends and sound capital management strategies.

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Greencap Limited Preliminary Consolidated Statement of Comprehensive Income


Note

CONSOLIDATED

2012 $ 000s

2011 $ 000s

Continuing operations

Revenue 3 66,422 58,936

Other income 3 37 43

Direct project external expenses (12,064) (8,257)

Employee benefits expense (37,407) (35,769)

Share payment expense (100) (71)

Occupancy expense (3,192) (2,558)

Depreciation (817) (580)

Other expenses from continuing operations (7,477) (5,274)

Profit from continuing operations before tax and finance costs 5,402 6,470

Finance costs (800) (1,058)

Profit / (Loss) before income tax 4,602 5,412

Income tax expense 4 (1,503) (1,579)

Net Profit after tax from continuing operations 3,099 3,833

Discontinued operation

Loss after tax from discontinued operations 2 (351) (9,523)

Net Profit / (Loss) for the period 2,748 (5,690)

Net Profit / (Loss) attributable to members of Greencap Limited 2,748 (5,690)

Earnings per share - dollars per share 5

- basic for earnings for the year $0.0104 $(0.0216)

- basic for earnings from continuing operations $0.0118 $0.0146

- diluted for earnings for the year $0.0104 $(0.0216)

- diluted for earnings from continuing operations $0.0118 $0.0146

- dividends paid per share February 2012 - dividends declared per share

6 0.25 cent 0.25 cent

n/a n/a

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Greencap Limited Preliminary Consolidated Statement of Financial Position

As at 30 June 2012

Note

CONSOLIDATED

2012 $ 000s

2011 $ 000s

ASSETS

Current Assets

Cash and cash equivalents 4,272 2,938

Trade and other receivables 14,783 13,547

Other current assets 4,078 2,213

23,133 18,698

Assets classified as held for sale - 13,589

Total Current Assets 23,133 32,287

Non-Current Assets

Plant and equipment 2,566 2,345

Intangible assets 41,772 41,772

Other non current assets 1,525 1,345

Total Non-Current Assets 45,863 45,462

TOTAL ASSETS 68,996 77,749

LIABILITIES

Current Liabilities

Trade and other payables 5,531 5,405

Provisions 3,787 3,724

Other current liabilities 292 1,516

Interest bearing liabilities 4,634 7,103

14,244 17,748

Liabilities directly associated with assets classified as held for sale - 1,903

Total Current Liabilities 14,244 19,651

Non-Current Liabilities

Trade and other payables - -

Other non current liabilities 727 6

Interest bearing liabilities 25 5,677

Total Non-Current Liabilities 752 5,683

TOTAL LIABILITIES 14,996 25,334

NET ASSETS 54,000 52,415

EQUITY

Issued capital 8 46,019 45,938

Reserve 762 690

Accumulated profits 7,219 5,787

TOTAL EQUITY 54,000 52,415

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Greencap Limited

Preliminary Consolidated Statement of Cash-flows For the year ended 30 June 2012

Note

CONSOLIDATED

2012 $000s

2011 $000s

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 72,758 72,997

Payments to suppliers and employees (66,796) (63,895)

Interest and bill discounts received 84 56

Borrowing costs paid (793) (1,087)

Income taxes paid (1,237) (1,810)

Goods and services tax paid (4,329) (4,346)

Net cash from operating activities (313) 1,915

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of plant and equipment (1,025) (1,812)

Proceeds from disposal of plant and equipment 3 -

Proceeds from disposal of discontinued operations 12,635 -

Forfeiture of cash assets on disposal of discontinued operations (85) -

Other - 4

Net cash from in investing activities 11,528 (1,808)

CASH FLOWS FROM FINANCING ACTIVITIES

Net proceeds from borrowings - 2,060

Repayment of borrowings (9,304) (1,956)

Payment of dividend (576) -

Net cash from financing activities (9,880) 104

Net change in cash and cash equivalents 1,335 211

Cash and cash equivalents at the beginning of the financial year 2,938 3,340

Foreign exchange rate adjustments (1) -

Less: cash and cash equivalents of current assets classified as held for sale - (613)

CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR 4,272 2,938

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Greencap Limited Preliminary Consolidated Statement of Changes in Equity


Consolidated

Attributable to Equity Holders of the Parent

Issued Capital

$ 000s

Option Premium Reserve

$ 000s

Accum. Profit

$ 000s

Other Reserves

$ 000s

Total

$ 000s

At 1 July 2011 45,938 693 5,787 (3) 52,415

Net Profit after tax from continuing operations - - 3,099 - 3,099

Loss after tax from discontinued operations - - (351) - (351)

Share payment expense - 100 - - 100

Foreign currency translation - - - (28) (28)

Dividend paid - - (656) - (656)

Dividend declared - - (660) (660)

Issue of new shares via DRP 81 - - - 81

At 30 June 2012 46,019 793 7,219 (31) 54,000

Consolidated

Attributable to Equity Holders of the Parent

Issued Capital

$ 000s

Option Premium Reserve

$ 000s

Accum. Profit

$ 000s

Other Reserves

$ 000s

Total

$ 000s

At 1 July 2010 45,938 622 11,477 - 58,037

Net Profit after tax from continuing operations - - 3,833 - 3,833

Loss after tax from discontinued operations - - (9,523) - (9,523)

Share payment expense - 71 - - 71

Foreign currency translation - - - (3) (3)

At 30 June 2011 45,938 693 5,787 (3) 52,415

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Notes to the Preliminary Financial Report

NOTE 1. BASIS OF PREPARATION OF PRELIMINARY FINANCIAL REPORT This preliminary financial report has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards, and other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated financial statements and notes to the financial statements of Greencap Limited comply with International Financial Reporting Standards (IFRS). This preliminary financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the last annual report and any public announcements to the market made by the Company during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the listing rules of the ASX. The accounting policies adopted have been consistent with those of the previous financial year. NOTE 2. SEGMENT INFORMATION Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Group is managed primarily on the basis of service business type. There is limited degree of diversification of the Group’s operations, with similar risk profiles and performance assessment criteria being in place. Operating segments are therefore determined on the same basis. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following: • the services provided by the segment; • the service delivery process; • the type or class of customer for the services; • the delivery method; and • any external regulatory requirements.

Services by Segment Property and WHS The Property and WHS segment involves the delivery of services that primarily affect owners and users of property. It also incorporates advisory services relating to business risk management. Environmental The Environmental sector encompasses those group businesses that provide environmental consulting advisory services. Corporate The corporate segment represents the corporate costs incurred by the Company in running the central group operation. Discontinued Operations This segment includes the two business segments being exited in the 2012 financial year: The testing sector encompassing the provision of laboratory an analytical services including specialist consulting advice related to analysis and testing results; and the building code certification business incorporating PCA and BCA certification work by unrestricted A1 certifiers. Basis of accounting for purposes of reporting by operating segments Accounting policies adopted Unless stated otherwise, amounts now reported to the Board of Directors, being the chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

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NOTE 2. SEGMENT INFORMATION – continued Inter-segment transactions Inter-segment sales are made on an arms length basis between group businesses and segments. Revenues are attributed to geographic areas based on the location of the assets producing the revenues. All such transactions are eliminated on consolidation of the Group’s financial statements. Corporate costs are maintained and managed on a stand alone basis. Such corporate costs are recharged to operating businesses on the basis of proportion of revenue compared to total group revenue. Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements. Segment assets Where an asset is used across multiple segments, the asset is allocated to that segment that receives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location. Goodwill is allocated against the corporate segment. Segment liabilities Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are allocated against the corporate segment. Segment liabilities include trade and other payables and certain direct borrowings. Unallocated items The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment unless incurred by a business within the relevant operating segment: • Derivatives • Income tax expense • Deferred tax assets and liabilities • Current tax liabilities • Other financial liabilities • Intangible assets • Discontinued operations (which is reported as a separate segment) Comparative Information The comparative information in the statement of Comprehensive Income and in Note 2 has been restated to include those operations classified as discontinued in the current year.

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NOTE 2. SEGMENT INFORMATION – continued

Year ended 30 June 2012

WHS Property

$000s

Environmental

$000s

Corporate

$000s


$000s

Discontinued Operations

$000s

TOTAL

$000s

Revenue

Sales to external customers 37,164 29,175 - 66,339 3,230 69,569

Other revenues from external parties 4 30 3 37 - 37

Interest revenue 18 5 60 83 1 84

Total segment revenue 37,186 29,210 63 66,459 3,231

Total consolidated revenue 69,690

Result

Segment result before finance costs 2,916 2,486 - 5,402 (597) 4,805

Profit from disposal of discontinued operations (Note 7.) - 245 245

Profit before tax and finance costs 2,916 2,486 - 5,402 (352) 5,050

Finance costs (21) (25) (754) (800) (91) (891)

Profit before income tax 2,895 2,461 (754) 4,602 (443) 4,159

Income tax (expense)/benefit (1,503) 92 (1,411)

Consolidated profit from ordinary activities after income tax 3,099 (351) 2,748

Net Profit After Tax 3,099 (351) 2,748

Assets

Segment assets 14,092 10,548 44,356 68,996 -

Total assets 68,996

Liabilities

Segment liabilities 5,402 2,348 7,246 14,996 -

Total liabilities 14,996

Other segment information

Capital expenditure 488 360 164 1,012 8 1,020

Depreciation 376 363 78 817 194 1,011

Share based payments - - 100 100 - 100

Other non-cash expenses - - - - - -

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Year ended 30 June 2011

WHS Property

$000s

Environmental

$000s

Corporate

$000s


$000s

Discontinued Operations

$000s

TOTAL

$000s

Revenue

Sales to external customers 35,580 23,309 - 58,889 7,475 66,364

Other revenues from external parties 4 14 25 43 60 103

Interest revenue 24 5 18 47 4 51

Total segment revenue 35,608 23,328 43 58,979 7,539

Total consolidated revenue

66,518

Result

Segment result before finance costs 4,074 2,367 29 6,470 430 6,900

Finance costs (13) (29) (1,016) (1,058) (52) (1,110)

Profit before income tax 4,061 2,338 (987) 5,412 378 5,790

Income tax expense (1,579) (113) (1,692)

Impairment of goodwill associated with the Trevor R Howse business (9,788) (9,788)

Consolidated profit from ordinary activities after income tax 3,833 (9,523) (5,690)

Net Profit After Tax 3,833 (9,523) (5,690)

Assets

Segment assets 12,304 9,092 42,764 64,160 13,589

Total assets 77,749

Liabilities

Segment liabilities 6,780 2,893 13,758 23,431 1,903

Total liabilities 25,334

Other segment information

Capital expenditure 411 394 201 1,006 806 1,812

Depreciation 278 301 1 580 295 875

Share based payments - - 71 71 - 71

Other non-cash expenses 278 301 72 651 295 946

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Revenue by geographical region

Revenue attributable to external customers is disclosed below, based on the location of the external customer:

30 June 2012

$ 000 30 June 2011

$ 000

Australia 66,806 65,207

South East Asia 2,884 1,311

Total revenue 69,690 66,518

Assets by geographical region

The location of segment assets by geographical location of the assets is disclosed below:

30 June 2012

$ 000 30 June 2011

$ 000

Australia 67,121 77,008

South East Asia 1,875 741

Total assets 68,996 77,749

Major customers

The Group has a broad range of customers to whom it provides services. The Group does not supply services to any single external customer who accounts for more than 10% of revenue (2011: no customers more than 10%). The most significant client accounted for 4.8% (2011: 4.5%) of external revenue.

NOTE 3. INCOME AND EXPENSES

CONSOLIDATED

2012 $ 000s

2011 $ 000s

Revenue

Professional fees charged 56,191 53,318

Project costs recharged 10,148 5,571

Interest received 83 47

66,422 58,936

Other income

Other income 37 43

37 43

NOTE 4. INCOME TAX EXPENSE The Income Tax Expense for the year ended 30 June 2012 does not differ materially from the prima facie income tax applied to the profit before income tax.

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NOTE 5. EARNINGS PER SHARE Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares on issue during the year. Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares on issue during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. The following reflects the income and share data used in the basic and diluted earnings per share computations:

Consolidated

2012 $ 000s

2011 $ 000s

Net profit attributable to ordinary equity holders of the parent from continuing operations 3,099 3,833

Net loss attributable to ordinary equity holders of the parent in respect of discontinued operations (351) (9,523)

Net profit attributable to ordinary equity holders of the parent 2,748 (5,690)

Weighted average number of ordinary shares for basic earnings per share and diluted earnings per share (there has been no effect of dilution during the year)

Number 262,977,526

Number 262,515,385

NOTE 6. DIVIDENDS PAID AND PROPOSED

CONSOLIDATED

2012 $ 000s

2011 $ 000s

Distributions paid during the financial year (2011: NIL) 656 n/a

Proposed dividend (2011: NIL) 660 n/a

NOTE 7. PROFIT ON DISPOSAL OF DISCONTINUED OPERATIONS On 6 December 2011, the company sold 100% equity interest in its wholly owned subsidiary, Leeder Consulting Pty Ltd (“Leeder”). The testing business was sold to SGS Australia Pty Ltd for $12.309 million plus a net tangible asset adjustment of $326,000 which was received on 16 February 2012. On 28 June 2012, the company sold 100% equity interest in its wholly owned subsidiary, Trevor Howse & Associates Pty Ltd ("TRH"). The business was sold to Steve Watson & Partners for a nominal consideration. The disposal of Leeder and TRH resulted in an excess of sale price over goodwill and net assets on disposal of $244,565 summarised as follows:

Purchase Price $12.309 million

Completion Adjustment $ 0.326 million

Total Proceeds $12.635 million

Net Assets $ 2.561 million

Goodwill $ 9.829 million

Total Assets sold $12.390 million

Profit on Sale of Discontinued Operations $ 0.245 million

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NOTE 8.CONTRIBUTED EQUITY

NOTE 9. COMMITMENTS AND CONTINGENCIES Group companies have been joined into several court actions where plaintiffs are seeking damages based on work undertaken or purportedly undertaken by a group company. In the opinion of the directors none of these claims have progressed to a point where the liability or potential liability can be reasonably established. The claims will be vigorously defended and have been notified to the company’s insurer. Professional indemnity claims or notifications have over the history of the group rarely eventuated as liabilities to the group, should a claim result in a liability the directors expect this to be adequately covered by insurance policies held by the group. Two six hundred thousand dollar bank guaranties; one expiring 6 December 2012 and the other 6 December 2013 were provided to SGS limited as security over warranties made during the Leeder Consulting Pty Ltd sale. There is no known cause for SGS to make any claim against the guaranties. There are no other significant changes to commitments or contingencies since the reporting date. NOTE 10. SUBSEQUENT EVENTS

On 27 August 2012 the company paid $585,796 to shareholders in a fully franked dividend and issues 1,086,769 ordinary shares pursuant to the company’s dividend reinvestment scheme. This dividend was fully provided in the financial statements at 30 June 2012. No other matter or circumstance has occurred or been identified since 30 June 2012 to the date of this report, that has significantly affected, or may significantly affect the consolidated entity’s continuing business operations.

CONSOLIDATED

2012 $ 000s

2011 $ 000s

Ordinary shares (i) 46,019 45,938

(i) Ordinary shares Fully paid ordinary shares carry one vote per share and carry the right to dividends

2012

Shares 2011

Shares

Balance at the beginning of the financial year 262,515,385 262,515,385

- under Dividend Reinvestment Plan (27 February 2012) 1,364,061 -

Balance at the end of the financial year 263,879,446 262,515,385

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Supplementary Appendix 4E information 30 June 2012

NTA Backing

Current period Previous

Corresponding Period

Net tangible asset backing per ordinary security $0.046 $0.003

Loss of control of entities having material effect

Leeder Consulting Pty Ltd was sold on 6 December 2011; Trevor R Howse & Associates Pty Ltd was sold on 28 June 2012 see Note 7. Details of aggregate share of profits (losses) of associates and joint venture entities N/A Any other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position. Refer to commentary above Foreign entities set of accounting standards used in compiling the report (IAS) IFRS Audit The financial information contained in the Appendix 4E report has been approved by Moore Stephens, auditors to the Company, and no material changes are anticipated.

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Greencap Limited ABN 24 006 631 769

Melbourne:

Level 3 / 818 Whitehorse Road Box Hill Victoria 3128

Tel: +61 3 9896 8600 Fax: + 62 3 9890 8911

Email: [email protected]

www.greencap.com.au

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for personal use only - · pdf fileto take the critical step of reinstating dividend payments...

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