Annual Report 2009 - Barramundi...Bronchitol is an agent that helps rehydrate the lungs restoring...

Annual Report30 June 2009

barramundi l imited annual repor t 30 june 20092

Contents

Barramundi Milestones 3

2009/2010 Calendar 3

About the Company 5

Directors’ Report 6

Manager’s Report 8

Board of Directors 18

Corporate Governance Statement 19

Directors’ Statement of Responsibility 22

Financial Statements 24

Auditor’s Report 42

Shareholder Information 43

Statutory Information 44

Directory 47

3

19 September 20082cps partially

imputed dividend paid

18 September 2009 1.47cps dividend to be paid under new

dividend policy

October 2008Renewal of share and warrant

buyback policies

Barramundi Milestones

2009/2010 CalendarDividend Record Date 7 September 2009

Dividend Payment Dates 18 September 2009, Mid-December 2009, Mid-March 2010, Mid-June 2010

September Quarter Update newsletter October 2009

Annual Shareholders Meeting 16 October 2009, 10.30am at the Ellerslie Event Centre, Auckland

Final Warrant Exercise Date 26 October 2009

Interim Period End 31 December 2009

Interim Report for 31 December 2009 February 2010

March Quarter Update newsletter April 2010

Year End 30 June 2010

5

About The CompanyBarramundi Limited (“Barramundi”) is a listed investment company that invests in Australian companies. The investment portfolio of Barramundi is managed by Fisher Funds Management Limited (“Fisher Funds” or “The Manager”), a specialist investment manager with a track record of successfully investing in small company shares. The company was listed on the New Zealand Exchange on 26 October 2006. Barramundi aims to offer investors competitive returns and access to a diversified portfolio of investments through a single investment vehicle. Barramundi may invest in listed Australian companies on the stock exchange or unlisted Australian companies.

Investment ObjectivesThe key investment objectives of Barramundi are to:

• Achieve a high real rate of return, comprising both income and capital growth, within risk parameters acceptable to the Directors; and

• Provide a portfolio of securities that allows investors access to a number of smaller companies through a single investment.

Investment ApproachThe investment philosophy of Barramundi is summarised by the following broad principles:

• Buy and hold shares in companies for the medium to long term.

• Invest in companies that have a proven track record of growing profitability.

• Construct a diversified portfolio of investments, investing on a case-by-case basis refraining from taking majority positions in any company, unless the opportunity is compelling.

• Invest as a long-term investor selling only on the basis of a fundamental change in the original investment case.

• Focus on achieving absolute returns, rather than outperforming a market index.


The Barramundi Net Asset Value (NAV) gained a

respectable 32% in the last six months of the year;

however it was not enough to recoup the large losses

suffered in the first half when global equity markets

repeatedly hit new lows.

Overview of Financial PerformanceThe Barramundi Directors report a net deficit for the

year of $15.7m (2008:$29.5m), a disappointing result

that reflected the dismal market conditions. Net

Asset Value per share fell from 90 cents at the

beginning of the year to 74 cents, after adjusting for

the 2 cents per share dividend paid on 19 September

2008.

Operating expenses, representing 1.7% of total

assets (2008:1.9%) were 31% lower than the

previous year largely due to lower fees paid to Fisher

Funds and other cost saving initiatives. Our Manager

continues to be paid the minimum base management

fee of 0.75% of the average value of gross assets

under management, rather than the ‘normal’ 1.25%

payable if benchmark returns are met. No

performance fee is payable until the “high-water”

NAV per share of $1.19 is exceeded.

Warrant Expiry The Board has received a number of queries from

warrant holders requesting an extension of the final

warrant expiry date of 26 October 2009. These

warrant holders are concerned that the warrants are

likely to be worthless at that date given the $1

exercise price is well above the current Barramundi

NAV and share price. The Board has received advice

that it would not be equitable to non-warrant holding

shareholders to grant such an extension. While we

sympathise with the position of holders who have

purchased Barramundi warrants on market, it must

be recognised that the purchase of warrants is a

leveraged investment strategy which while having

potentially high rewards conversely carries the risk

of significant loss.

The Board, as part of its ongoing capital management

responsibilities, is giving consideration to issuing

new warrants to shareholders.

Share Buyback ProgrammeBarramundi’s share buyback programme was

renewed by the Board for a further twelve months to

31 October 2009. Under the programme, 1.2 million

shares were bought back during the financial year at

an average cost of 56 cents. While share buybacks

may help narrow the significant discount of

Barramundi’s share price to NAV, the Board

acknowledges that its effectiveness may be limited

given the current market conditions. Barramundi is

not unique in experiencing a share price that

substantially undervalues the company’s assets.

The Board will continue to utilise buybacks taking

account of market trading volumes, share price

trends and our Manager’s assessment of investment

alternatives.

Share purchases undertaken in the buyback are

initially held as Treasury Stock and are available to

be re-issued, particularly under the company’s

dividend reinvestment plan – 837,075 shares were

re-issued on 19 September 2008 at 66 cents per

share. Shares held in Treasury Stock at 30 June

totalled 843,186 at an average net cost of 55 cents.

New Dividend PolicyDirector’s recognise that while Barramundi’s key

objective is to achieve a high real rate of return via

capital growth, many shareholders appreciate

receiving distributions. Accordingly, the Board is

pleased to announce a new fixed long-term dividend

policy of distributing 2% of average NAV per quarter,

Directors’ ReportGiven the sporting rivalry between New Zealand and Australia, it is appropriate to use sporting terminology to describe the Barramundi Limited financial year ended 30 June 2009. It was a game of two halves, during which the players gave their all, however the conditions proved too challenging despite some superb individual performances.

7

thereby allowing shareholders the opportunity to access capital at Net Asset Value. The first quarterly dividend of 1.47 cents per share is payable to all eligible shareholders on 18 September 2009 with the record date of 7 September.

OutlookThe Australian share market has been a relative outperformer in the recent global share market rally. It shook off much of its despondency in the last three months of the financial year - an encouraging sign for those investors who persevered through the 2009 financial year. The Barramundi portfolio companies have participated in this uplift, with the NAV increasing by 17% since balance date and the share

price rising to 68 cents - a pleasing start to the new financial year. While there may be further bouts of share market volatility ahead, your Board supports our Manager’s commitment to good quality companies with strong fundamentals and cash flow which, over time, should produce solid returns to our shareholders.

On behalf of the Board

Rob Challinor

Chairman - Barramundi Ltd

21 August 2009

Relative Performance - 30 June 2009 Six Months One Year Since Inception

Barramundi NAV* 31.5% -17.0% -23.8%

S&P/ASX 300** 14.5% -21.0% -11.7%

S&P/ASX Small Ords Industrial** 18.2% -22.2% -30.8%

*After adjusting for 2cps dividend paid

** In New Zealand Dollar terms, includes dividends paid

30 June 2009 30 June 2008 Year Change

Net Asset Value $0.72 $0.90 -20.0%

Share Price $0.54 $0.60 -10.0%

Audited. Not adjusted for 2cps dividend paid

$1.40

$1.30

$1.20

$1.10

$1.00

$0.90

$0.80

$0.70

$0.60

$0.50

$0.40

$0.30Oct 06 Jan 07 Apr 07 Jul 07 Oct 07 Jan 08 Apr 08 Jul 08 Oct 08 Jan 09 Apr 09 Jul 09

Barramundi Net Asset Value and Share Price

NAV (undiluted)

Share Price


Manager’s ReportMarket EnvironmentThe year to 30 June 2009 was a very volatile one for share market investors with sentiment vacillating between fears of a repeat of a 1930s style depression and later in the year excitement at the appearance of the now famed “green shoots”.

9

Performance for Barramundi mirrored these swings in sentiment with the Barramundi NAV down 36.9% for the first six months of the financial year.

There was a dramatic turnaround in the second half leading to a substantial rebound in the Barramundi NAV which rallied 31.5% in the six months to June 2009. After adding back the 2 cents per share dividend paid in September 2008, Net Asset Value dropped by 17% over the full year.

Whilst an aggregate fall of 17% is disappointing we were encouraged that the Barramundi portfolio comfortably outperformed the smaller industrial company index in Australia which fell 22.2% for the year. Barramundi’s outperformance was a result of having a portfolio of companies well positioned to cope with the challenges of the slowdown in economic growth both in Australia but also around the world.

With the benefit of hindsight, we can put the year’s performance into perspective. The fall in the NAV was not unique to Barramundi, it was not due to

poor stock picking and nor was it reflective of a

deterioration in the quality or profitability of the

Barramundi portfolio companies. The share prices

of the Barramundi portfolio companies, and the

Barramundi share price itself, fell as investors sought

to reduce their exposure to risky assets until there

was more certainty about the future. The swiftness

and extent of the share price falls were alarming at

times, and it was a challenge to respond to them

because they represented emotion rather than

logic. Our rational response was to double-check

the state of our portfolio companies, confirm that

their competitive moats were intact, and regularly

communicate with shareholders so that you too

could respond to the market activity in a rational

way. Throughout the year we provided evidence

that the Barramundi portfolio of companies was well

placed in a slowing environment. This resilience was

ultimately reflected in the outperformance of the

Barramundi portfolio, albeit resulting in a negative

performance for the year.

Portfolio Company Highlights (% returns in Australian dollars for the year to 30 June 2009)

Despite a negative year for the market as a whole, a number of the Barramundi portfolio companies

posted positive returns as they continued to develop

their business franchises and investors rewarded

them with higher share prices.

Pharmaxis (+59%) released Phase III trial results for

its lead drug Bronchitol for the treatment of Cystic

Fibrosis (CF). CF is a debilitating and ultimately

fatal disease causing, among other things, the

deposit of thick layers on mucus on the lining of

the sufferer’s lungs. This has profound effects for

people with CF leading to declining lung capacity,

ongoing lung infections and ultimately death.

Bronchitol is an agent that helps rehydrate the

lungs restoring normal lung function. The recent

trial results released by Pharmaxis are very exciting

with the drug showing significant improvements in

lung function and most importantly outperforming

existing drugs on the market. These results pave the

way for the commercialisation of Bronchitol for CF

and opens up a significant global market, in excess

of US$400m pa, for Pharmaxis.

Pipe Networks (+23%) owns Australia’s third largest

metropolitan fibre optic cable network and is about

to go live on a submarine fibre optic cable linking

Australia to Guam. Pipe’s key competitive advantage

is the ownership of this valuable network. It would

be very hard for a start up competitor to build a

similar foot print given the prohibitive build cost and

given that a number of the underground conduits

that Pipe’s network runs through are at full capacity.

The second leg to the Pipe investment case is the

explosive growth in internet bandwidth needed as

more content rich functionality is developed. Cisco

Systems, the US technology giant, forecasts the

need for bandwidth to grow at 46%pa for the next

five years. For many Australian companies it will

be Pipe Networks that provides the backbone for

this growth. For investors the combination of a high

quality asset and the secular growth in the internet

equals profit growth. For 2009, Pipe is likely to have

grown profits by over 50% and has advised the

market that it expects to grow profits by more than

80% in 2010.

Toxfree Solutions (+18%) is a waste management

and industrial services company. Tox has

established a leading market position in North

Western WA servicing the mining and oil and gas

sector there. Driving the share price higher over the

past year has been Tox’s success at converting this


market leading position to sales. The company’s

crowning achievement over the past year is the

award of a contract to carry out waste management

services for Woodside in Karratha. This is a valuable

contract and is testament to Tox’s ability to deliver

market leading solutions to Australia’s elite tier of

companies.

On the negative side of the ledger we need to

comment on Barramundi’s investment in Bravura

Solutions.

Despite the business having grown significantly

over the past three years, with operating profits

having more than tripled over this time, the share

price of Bravura has fallen significantly (-89%) over

2008/09. There are two key reasons for the fall in

the company’s share price. First, a company that

lent money to the principals of the business (the

CEO and COO) to fund their participation in a capital

raising by Bravura in 2007, went into receivership.

Whilst this should have had no impact on Bravura,

the receivers of the failed lender took possession

of the principals’ shares (which they had held as

collateral). It is debatable whether they had a legal

right to do this and it has been the subject of a court

case. Unfortunately for us the uncertainty over the

ownership of the principals’ stake in the business

cast a pall over the Bravura share price and the

uncertainty made signing up new customers more

challenging in what was already a difficult trading

environment. Thankfully this issue has now been

resolved. Allied to this was Bravura’s requirement

to repay a loan to the Bank of Scotland. With

banks largely closed for new business in late 2008,

Bravura had to undertake an equity raising, putting

further pressure on the share price. Despite the

challenges the business has faced we are satisfied

with the underlying performance of the company –

it continues to be a market leader in the financial

services software space and secured its largest ever

contract just before the end of the financial year.

OutlookThe business environment in the post financial crisis world is vastly different than both companies and investors have been used to. The days of rising house prices supporting ever larger mortgages to allow consumers to gear up and buy the latest bauble are over. Credit will be tighter, affecting how consumers fund their lifestyles and how businesses fund their growth. It is also very likely that government will take a more pervasive role in the day to day running of business which will impose limitations on some activities and risk crowding out business investment. This is a “New World”. As investors, navigating our way through the next three to five years requires a clear understanding of what these changes mean for companies.

As we have discussed in previous reports we feel companies need to have three key characteristics to be successful in this New World. Businesses need to sell things that customers need; regardless of the condition of the economy and regardless of whether those customers are choosing to save more than they did in the past. Businesses need to possess a wide competitive moat that makes it very difficult for competition to swoop in and take sales away from them. Lastly we need to be conscious of what we pay for investments ensuring that we are getting real bargains whenever we invest – in this environment we can afford to pick and choose.

We are optimistic about the outlook for the Barramundi portfolio companies. We have built a portfolio of companies in Barramundi that we believe possess the required characteristics to be successful in the New World. They provide core goods and services required by Australian consumers, they are leaders in the fields in which they operate and we believe they are very attractively priced to deliver healthy returns.

11

S

T

E

E

P

P

What is the company’s competitive advantage? Is it sustainable? Is the company a market leader? Does it have a dominant position? A strong business is one that can maintain its profit margins by employing a unique strategy.

How has the company performed in the past? Has the company performed under the same management team? Has it grown organically or by acquisition? How did the company react during a downturn? Fisher Funds prefers to buy established companies that have executed well in the past.

How fast has the company been able to grow its earnings in the past? How consistent has earnings growth been? We prefer to buy companies that exhibit secular growth characteristics where they have proven the ability to provide a high and improving return on invested capital.

What is the company’s earnings growth forecast over the next one to three years? What is the probability of achieving the forecast? What do we expect the company’s earnings potential to be? We notice that too many analysts focus on short term earnings. As long term growth investors we think about where the company’s earnings could be in three to five years.

Who is the management team and how long have they been in their roles? Who are the directors, what is their history with the company, and what do they bring to the board? What is the depth of management in the organisation and is there a succession plan for the key executive roles? Does the management team own shares in the business and how are they rewarded? Has the board and management exhibited good corporate behaviour in the areas of environmental, social and governance considerations. For us, the quality of the company management and its corporate governance is of paramount importance.

How much of the future earnings growth is already reflected in the share price? Where does the current share price sit in relation to our worst to best case valuation range? A company will generate a higher score where the market price currently reflects little of that company’s upside potential.

Strength of the Business

Track Record

Earnings History

Future Earnings Growth

Forecast

People/ Management

Pricing/ Valuation

Selecting your Portfolio StocksIn the Prospectus and Investment Statement, when we launched Barramundi, we included a discussion on our STEEPP process that we thought, to wrap up, is worthwhile reiterating here. We use STEEPP to analyse all prospective investments and to monitor and rank our existing investments. The analysis gives each company a score against a number of criteria that we believe need to be present in a successful portfolio company.

The STEEPP criteria are as follows:


Using this STEEPP analysis, we constructed and maintained a portfolio which comprised 15 securities at the end of June 2009.

Portfolio Holdings Summaryas at 30 June 2009

COMPANY % HOLDING

Aevum 6.1%

Arrow Energy 15.4%

Austbroker Holdings 4.1%

Bravura Solutions 1.4%

Centrebet Limited 4.0%

Credit Corp 3.1%

McMillan Shakespeare 4.8%

Oakton 2.5%

Pharmaxis 10.8%

Pipe Networks 11.3%

Reckon 4.2%

ToxFree Solutions 5.8%

Treasury Group 2.6%

Vision Group 2.5%

WHK Group 4.9%

Equity Total 83.5%

New Zealand dollar Cash 13.0%

Australian Dollar Cash 3.4%

Forward Foreign Exchange Contract 0.1%

Cash Total 16.5%

TOTAL 100.0%

Carmel FisherManaging DirectorFisher Funds Management Ltd21 August 2009

Frank JasperSenior Portfolio ManagerFisher Funds Management Ltd21 August 2009

Portfolio Stocks The following is a brief introduction to each of your portfolio companies, with a description of why we believe they deserve a position in the Barramundi portfolio. Market capitalisations shown are as at 27 August 2009 in New Zealand dollars.

13

AevumWhat does it do?Aevum is a retirement village and aged care operator with 21 villages in New South Wales and Western Australia. In all they now own 2,156 independent living units and 202 aged care beds.

Why do we own it?We like Aevum’s deferred management fee revenue model which is profitable and capital efficient and, with premium assets in Sydney’s metropolitan area, we see Aevum as having a strong and defendable market position.

Market Capitalisation

$185m

Arrow EnergyWhat does it do?Arrow Energy is a leading Australian integrated energy company focused on the development of coal seam gas throughout eastern Australia and Asia.

Why do we own it?Arrow Energy is one of Australia’s top 100 publicly-listed companies accounting for around 20 percent of Queensland’s overall gas production. The company is now driving profitability by pursuing higher margin sales through power generation and an investment in a proposed liquefied natural gas (LNG) project. Arrow also holds a portfolio of exploration assets in the key Asian growth markets of India, China, Vietnam and Indonesia. Arrow’s major alliance with Shell will support the company’s development of its Australian and international businesses.


$2.8b

AustbrokersWhat does it do?Austbrokers operates a general insurance broking network focused on the small to medium sized business market.

Why do we own it?We like Austbrokers owner-driver business model where member firms are strongly incentivised to grow. We believe insurance broking is an industry ripe for consolidation and are of the view that Austbrokers will be an aggregator of smaller broking firms.


$236m


Credit Corp GroupWhat does it do?Credit Corp is a specialist purchaser and collection agent of defaulted debt ledgers working for a variety of financial institutions and other credit providers.

Why do we own it?Despite a tough 2008 we maintained our investment in Credit Corp based on its market leading industry position and by having a clear market niche and business strategy which is differentiated from their main competitors.


$73m

Bravura SolutionsWhat does it do?Bravura Solutions is a leading supplier of wealth management software and services for the superannuation and pension, investment, life insurance, portfolio administration, transfer agency and STP financial messaging industries.

Why do we own it?Despite a tough twelve months, demand for wealth management products is still is growing globally and Bravura Solutions has market leading software in the key areas of wrap platforms and registry systems. We like Bravura’s technology, the ‘lock-in’ they get with key clients, and the global market they address with clients in Australia, the UK, Europe, Asia and South Africa.


$25m

Centrebet InternationalWhat does it do?Centrebet is an online wagering (sports and horse betting) and gaming business. It is an international business with dominant market positions in Australia and Scandanavia, and a growing European presence.

Why do we own it?Centrebet participates in the high growth online wagering and gaming industry that we believe will continue to take market share from traditional land based providers of these services. We expect to see Centrebet cross sell more gaming products to their wagering customer base further driving sales. We also expect them to enter new geographic and product markets using their core strengths in marketing and risk management.


$105m

14

15

McMillan ShakespeareWhat does it do?McMillan Shakespeare provides bureau style services in salary packaging administration and fleet management.

Why do we own it?We like McMillan Shakespeare’s market leadership position which we think will strengthen over time as the benefits of scale support a “winner takes most” outcome. This also helps establish high barriers to entry in this industry. To fuel future growth McMillan Shakespeare will take advantage of the trend to outsource packaging services and can drive service uptake within the existing client base.


$248m

15

Oakton LimitedWhat does it do?Oakton is a mid-scale IT services business positioned below the major full-service global consulting firms such as Accenture and Cap Gemini, but with a broader range of services than more specialist mid-scale operators and smaller boutiques.

Why do we own it?Oakton is a superb operator in the IT services sector showing an ability to extract maximum utilisation from its consultant base which in turn drives industry leading profit margins and financial metrics.


$245m

PharmaxisWhat does it do?Pharmaxis Ltd. is an Australian specialty integrated pharmaceutical company focused on the development of new products for the diagnosis and treatment of chronic respiratory and immune disorders.

Why do we own it?We own Pharmaxis as we believe the quality of their intellectual property, primarily Aridol and Bronchitol, will drive long term earnings growth for the company.


$455m


Tox Free Solutions What does it do?Tox Free Solutions is a provider of waste management and environmental services based in Western Australia. The company specialises in the treatment of industrial and hazardous waste, the remediation of contaminated soil and equipment and the provision of industrial services.

Why do we own it?We like Tox Free’s market position in the rapidly growing Western Australian economy where they have established a strong foothold that is difficult to compete with given green-fields waste operations are notoriously hard to start under current environmental regulations.


$176m

ReckonWhat does it do?Reckon is a software company specialising in the development, marketing and distribution of accounting software ranging from personal financial services, to ledger and business management solutions for smaller businesses, through to accounting firm practice management software.

Why do we own it?In our view Reckon has a key competitive advantage through its relationship with major US software developer Intuit – this provides Reckon with access to a product stream from a company spending over US$200 million per annum on software development. This means top quality products for Reckon to sell to its Australasian client base.


$204m

16

Pipe NetworksWhat does it do?Pipe Networks is a telecommunications network infrastructure provider. The company offers dark fibre, peering and collocation services. Pipe’s customers include internet service providers, telecommunications carriers and government and corporate organisations.

Why do we own it?We rate Pipe’s management very highly as being innovative and having a demonstrated ability to spot and then profit from industry opportunities. Pipe’s dark fibre network is now profitable but with spare capacity – this means that any sales from now will be highly profitable given that the marginal cost of adding dark fibre clients is low.


$275m

PIPE NETWORKS’ STYLE GUIDELINESLOGO USaGE (ExTRacT)

17

Treasury GroupWhat does it do?Treasury Group is a specialist service provider and investor in boutique funds management businesses. The firm currently has interests in six fund managers and has the management rights to a Listed Investment Company, Premier Investors.

Why do we own it?The key to Treasury Group’s proposition that we see as desirable is the synthesis between their experienced executive team and the opportunity provided by highly motivated boutique funds managers in the secular growth wealth management industry.


$123m

Vision Group Holdings What does it do?Vision Group is a specialist provider of ophthalmology services, diagnosing and treating people with eye disorders and diseases.

Why do we own it?Vision’s long run appeal is driven by growth in the core cataract business as the population ages, increasing uptake of laser refractive error treatment, market consolidation and advancements in technology meaning new conditions can be successfully treated hence opening up new revenue opportunities.


$61m

17

WHK Group What does it do?WHK Group owns a network of mid market accountancy firms across Australia and New Zealand. In addition to traditional accounting services WHK offers clients a full range of financial services through its network including financial planning, lending services and provision of risk insurance.

Why do we own it?The outlook for the firm is driven by organic growth in both financial services and the accountancy business, ongoing acquisition of accounting practices and through the cross sell of new services to existing and newly acquired clients.


$268m


Board of DirectorsRob Challinor BCom, FCA, FCIS, CMA, AFInst D ChairmanRob has over 25 years experience as a director of numerous public and private companies. His directorships include Kingfish Limited (Chairman), Marlin Global (Chairman), The Warehouse Group Limited and CDL Investments New Zealand Limited. Rob is a retired partner and consultant to investment bankers Northington Partners Limited. Former directorships include Ports of Auckland Limited, Electricity Corporation of New Zealand Limited, Mighty River Power Limited (Chairman), National Australia Bank New Zealand Limited, Sheffield Limited (Chairman), Television New Zealand Limited and Tower Health and Life Limited (Chairman). Earlier in his career he was a Deloitte partner and a corporate finance advisor. His principal place of residence is Auckland.

Ian Hendry FCII, APMI

Independent DirectorIan has over 40 years experience in the financial services industry and held senior management positions with a major UK insurance company in London and Hong Kong before coming to New Zealand in 1988 to become a co-founder of Sovereign Limited. Ian was Group Managing Director at the time of Sovereign’s IPO in 1998 and for three years after its acquisition by ASB Bank later that year. Ian is a Fellow of the Chartered Insurance Institute and is a director of Kingfish Limited, Marlin Global Limited and Seniors Money International Limited and has also served as a director of the Investment Savings and Insurance Association of New Zealand. His principal place of residence is Auckland.

Annabel Cotton BMS, ACA, CSAP

Independent DirectorA qualified investment analyst and accountant, Annabel worked as an equity analyst before specialising in working alongside a number of New Zealand listed companies on their investor relations and equity management programmes. Annabel is a Member of the Securities Commission and a director of Kingfish Limited, Marlin Global Limited, Genesis Power Limited and a number of private companies. In May 2009, Annabel was appointed Commissioner for Financial Advisers. Annabel’s principal place of residence is Hamilton.

Carmel Fisher BCA

Executive DirectorCarmel established Fisher Funds Management Limited in 1998 and is also a director of Kingfish Limited and Marlin Global Limited. Carmel’s interest and involvement in the New Zealand sharemarket span twenty years. Carmel’s career started when she left Victoria University with an accounting degree to spend four years in the sharebroking industry. She then managed funds for Prudential Portfolio Managers NZ Limited and Sovereign Asset Management Limited. Carmel’s principal place of residence is Auckland and she can be contacted at Barramundi’s registered office.

19

Corporate Governance StatementThe Board of Directors (“Board”) of Barramundi Limited (“Barramundi”, “the Company”) recognises the need for strong corporate governance practices and has adopted a comprehensive corporate governance code. This code meets the required corporate governance principles under the NZX Corporate Governance Best Practice Code and the Securities Commission Corporate Governance Principles.

The Board believes that the corporate governance

structures and practices must encourage the

creation of value for Barramundi shareholders whilst

ensuring the highest standards of ethical conduct

and providing accountability and control systems

commensurate with the risks involved.

Role and Composition of the Board Barramundi retains a separate Board of Directors

from the Manager, Fisher Funds Management

Limited. The Board aims to ensure that shareholders’

interests are held paramount.

The Board is responsible for the direction and control

of Barramundi and is accountable to shareholders

and others for Barramundi’s performance and

its compliance with the appropriate laws and

standards.

A key responsibility of the Barramundi Board is

to monitor the performance of the Manager on an

ongoing basis.

Barramundi offers shareholders a highly experienced

Board with financial markets experience and

strengths in funds management and corporate

governance.

The composition of the Board must include a

minimum number of two Independent Directors

and at least two of the Directors must be ordinarily

resident in New Zealand.

The Board elects a Chairman whose primary

responsibility is the efficient functioning of the

Board.

The Board currently comprises three non-executive

Directors including the Chairman, and one executive

Director. The Board considers that all non-executive

Directors are independent in terms of the New

Zealand Exchange requirements.

Independent Directors• Rob Challinor (Chairman) • Annabel Cotton • Ian Hendry

Director• Carmel Fisher

Profiles of the individual Directors can be found on pg 18.

Appropriate notice of Director nominations has been provided in accordance with the requirements of the New Zealand Exchange, the Barramundi Constitution and the Companies Act 1993.

The Board met eleven times during the year and received papers, including regular reports from the Corporate Manager and Investment Manager to read and consider before each meeting. The Board is provided at all times with accurate timely information on all aspects of Barramundi operations. The Board is kept informed of key risks to Barramundi on a continuing basis. In addition the Board meets whenever necessary to deal with specific matters needing attention between the scheduled meetings.

BOARD MEMBERS MEETINGS ATTENDED

Rob Challinor - Chairman 11

Ian Hendry 11

Annabel Cotton 11

Carmel Fisher 11

MEETINGS HELD 11

The Board conducts an annual review of Board performance. This review is designed to measure performance through peer review and self assessment.


In accordance with the Company’s constitution

one-third, or the number nearest to one-third, of the

Directors (excluding any Director appointed since

the previous Annual Shareholders Meeting) retire

by rotation at the Annual Shareholders Meeting. As

the current Barramundi Directors were appointed

on the same day, they retire in the order determined

by lot. Carmel Fisher, having been nominated as

Executive Director by the Board, is exempt from the

obligation to retire by rotation in accordance with the

Barramundi Constitution.

Board Committees – Audit CommitteeThe Barramundi Audit Committee has been

established to focus on audit and risk management

and specifically addresses responsibilities relative to

financial reporting and regulatory conformance.

The Audit Committee is accountable for ensuring

the performance and independence of the external

auditors – PricewaterhouseCoopers. The Audit

Committee also recommends to the Board which

services other than the statutory audit, may be

provided by PricewaterhouseCoopers as auditors.

The Audit Committee comprises Annabel Cotton

(Chairman), Ian Hendry and Rob Challinor. Meetings

are held not less than twice a year having regard to

Barramundi’s reporting and audit cycle.

AUDIT COMMITTEE MEMBERS

MEETINGS ATTENDED

Annabel Cotton - Chairman 2

Ian Hendry 2

Rob Challinor 2

Carmel Fisher 2

MEETINGS HELD 2

The Audit Committee may have in attendance such

members of management including the Barramundi

Corporate Manager, a representative from the

Manager, Fisher Funds and such other persons

including the external auditors, as it considers

necessary to provide appropriate information and

explanations.

A copy of the full terms of engagement of the Audit

Committee is available at www.barramundi.co.nz

Other CommitteesDue to the importance of nomination and remuneration matters these are addressed by all Board members as a whole and consequently there is no separate Nomination or Remuneration Committee.

Risk Management and Internal ControlThe Board has overall responsibility for Barramundi’s system of risk management and internal control. Barramundi has in place policies and procedures to identify areas of significant business risk and implement procedures to manage effectively those risks. Key risk management tools used by Barramundi include the Audit Committee function, outsourcing of certain functions to experts, internal controls, financial and compliance reporting procedures and processes, business continuity planning and insurance.

A copy of the complete Risk Management Policy is available at www.barramundi.co.nz.

Ethical ConductBarramundi has adopted a policy of business ethical conduct that is designed to formalise its commitment to the highest standards of ethical conduct and to provide all Directors and representatives with clear guidance on those standards. These are governed by the Code of Ethics, Conflicts of Interest Policy and the Insider Trading Policy.

The Code of Ethics details the ethical and professional behavioural standards required of the Directors and the Corporate Manager. The code also provides the means for proactively addressing and resolving potential ethical issues.

The Conflicts of Interest Policy details the process to be adopted for identifying conflicts of interest and the actions that should be taken.

The Insider Trading Policy details the procedure whereby Barramundi Directors may trade in Barramundi shares and Barramundi warrants, exercise warrants and take up shares purchased under the Dividend Reinvestment Plan. Directors may not trade in Barramundi shares or warrants when they have price sensitive information that is not publicly available. In addition, except where the Directors

21

have the permission of the Board, the Directors may trade in the Company shares and warrants only during the trading window commencing immediately after Barramundi’s weekly disclosure of its Net Asset Value (“NAV”) to the New Zealand Exchange, and ending at the close of trade two days following the NAV disclosure.

The Company maintains an Interest’s Register in which the particulars of certain transactions and matters involving Directors must be recorded. Details of all matters entered into the register by individual Directors is outlined on page 44.

A copy of the full terms of Code of Ethics, Conflicts of Interest Policy and the Insider Trading policy is available at www.barramundi.co.nz.

Investor RelationsThe Board recognises the importance of providing comprehensive and timely information to shareholders.

Barramundi maintains an up to date website www.barramundi.co.nz including making available the most recent NAV that is released to the NZX on a weekly basis and at the end of each month, corporate governance policies, shareholder reports, market announcements, copies of Annual Shareholders Meeting minutes, presentations, press releases and news articles as well as performance data.

Information is also communicated to shareholders in the Interim Report and the Quarterly Investors Update Newsletter.

The release of the Annual Report is followed by the Annual Shareholders Meeting which the Board recognises as an important forum at which the shareholders can meet the Board. The Board holds the ASM at a time and venue that is considered convenient to the greatest number of it shareholders. This year’s meeting will be held on 16 October 2009 at 10.30am at the Ellerslie Event Centre in Auckland. Full participation of shareholders is encouraged at the Annual Shareholders Meeting to ensure a high level of accountability and identification with the company’s strategies and goals. Shareholders are encouraged to submit questions in writing prior to the meeting.

PricewaterhouseCoopers as external auditors to Barramundi are invited to attend this year’s ASM

and will be available to answer questions about the conduct of the audit, preparation and content of the auditor’s report and accounting policies adopted by the Company.

Stakeholder InterestsThe Board recognises that other stakeholders may have an interest in the Company’s activities. These include Fisher Funds Management Limited, our Corporate Manager and suppliers of various services. While there are no other specific stakeholders interests that are currently identifiable, the Company will continue to review policies in consideration of future interests.


Directors’ Statement of ResponsibilityFor the year ended 30 June 2009

We have pleasure in presenting the financial statements for Barramundi Limited for the year ended 30 June 2009.

We have ensured that the financial statements for Barramundi Limited give a true and fair view of the financial position of the Company as at 30 June 2009 and its financial performance and cash flows for the year ended on that date.

We have ensured that the accounting policies used by the Company comply with generally accepted accounting practice in New Zealand and believe that proper accounting records have been kept. We have ensured compliance of the financial statements with the Financial Reporting Act 1993.

We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and detect fraud and other irregularities.

The Barramundi Board authorised these financial statements for issue on 21 August 2009.

Robert Challinor | Chairman Annabel Cotton

Carmel Fisher Ian Hendry

23

Financial Statements

ContentsIncome Statement 24

Statement of Changes in Equity 25

Balance Sheet 26

Cash Flow Statement 27

Statement of Accounting Policies 29

Notes to the Financial Statements 33

Auditor’s Report 42

BARRAMUNDI LIMITED

FOR THE YEAR ENDED 30 JUNE 2009


Notes 2009 2008 $000 $000

The Accounting Policies set out on pages 29 to 32 and the Notes to the Financial Statements set on pages 33 to 41 should be read in conjunction with this Income Statement.

INCOME STATEMENT

Interest Income 421 295

Dividend income 1,890 2,331

Foreign exchange (losses)/gains on cash and cash equivalents 1(i) (187) 384

Net changes in fair value on investments at fair value through profit or loss 1(ii) (16,237) (30,419)

Total net operating loss (14,113) (27,409)

Operating expenses 1(iii) (1,217) (1,766)

Operating loss before tax (15,330) (29,175)

Total tax expense 3(i) (387) (326)

Net operating loss after tax (15,717) (29,501)

Earnings per share

Basic earnings per share

Loss attributable to equity holders of the Company ($000) (15,717) (29,501)

Weighted average number of ordinary shares on issue net of treasury stock (‘000) 100,980 100,925

$(0.16) $(0.29)

Diluted earnings per share

Loss attributable to equity holders of the Company ($000) (15,717) (29,501)

Weighted average number of ordinary shares on issue net of treasury stock and adjusted for exercise of warrants (‘000) (refer note 2)

- Ordinary shares on issue 100,980 100,925

- Warrants on issue 49,447 49,447

150,427 150,372

$(0.10) $(0.20)

BARRAMUNDI LIMITED

FOR THE YEAR ENDED 30 JUNE 2009STATEMENT OF CHANGES IN EQUITY

25

Notes 2009 2008 $000 $000

The Accounting Policies set out on pages 29 to 32 and the Notes to the Financial Statements set on pages 33 to 41 should be read in conjunction with this Statement of Changes in Equity.

Loss for the year attributable to equity holders (15,717) (29,501)

Total recognised income and expenses (15,717) (29,501)

Contributions from owners

- Ordinary shares 2 555 0

- Warrants exercised 2 0 553

- Transfer to share capital from reserves for issue of shares for performance fee 2 0 1,022

Distribution to owners

- Dividends paid 4 (2,019) 0

- Share buybacks 2 (653) (364)

Issue costs

- Issue costs 0 (20)

Other reserve

- Transfer from reserves to share capital 4 0 (1,022)

- Transfer from reserves to profit or loss 4 0 (127)

Movements in equity for the year (17,834) (29,459)

Equity at beginning of year 90,617 120,076

Equity at end of year 72,783 90,617


Notes 2009 2008 $000 $000

BARRAMUNDI LIMITED

AS AT 30 JUNE 2009BALANCE SHEET

ASSETSCurrent Assets

- Cash and cash equivalents 11,753 9,628

- Trade and other receivables 5 543 588

Total Current Assets 12,296 10,216

Non-current Assets

- Investments at fair value through profit or loss 7 60,757 81,104

Total Assets 73,053 91,320

LIABILITIES Current Liabilities

- Trade and other payables 6 123 194

- Current tax payable 3(ii) 147 509

Total Current Liabilities 270 703

Total Liabilities 270 703

EQUITY - Share capital 2 98,702 98,800

- Reserves 4 0 0

- Accumulated losses 4 (25,919) (8,183)

Total Equity 72,783 90,617

Total Equity and Liabilities 73,053 91,320

These financial statements have been authorised for issue for and on behalf of the Board by:

R L Challinor - Director A M Cotton - Director 21 August 2009 21 August 2009

The Accounting Policies set out on pages 29 to 32 and the Notes to the Financial Statements set on pages 33 to 41 should be read in conjunction with this Balance Sheet.

BARRAMUNDI LIMITED


27

2009 2008 $000 $000

Operating Activities

Cash was provided from:

- Sale of investments 13,252 21,054

- Interest received 422 295

- Dividends received 1,890 2,331

- Realised foreign exchange gains on cash and cash equivalents 34 213

Cash was applied to:

- Purchase of investments (9,324) (19,204)

- Operating expenses (1,062) (3,628)

- Taxes paid (749) (264)

Net cash inflows from operating activities 4,463 797

Financing Activities

Cash was provided from:

- Proceeds from share issues 0 0

- Proceeds from warrant exercise 0 553

Cash was applied to:

- Share buybacks (653) (364)

- Dividends paid (1,464) 0

Net cash (outflows)/inflows from financing activities (2,117) 189

Net increase in cash and cash equivalents held 2,346 986

Cash and cash equivalents at beginning of period 9,628 8,471

Effects of foreign currency translation on cash balance (221) 171

Cash and cash equivalents at end of period 11,753 9,628

All cash balances comprise short-term cash deposits.

CASH FLOW STATEMENT

The Accounting Policies set out on pages 29 to 32 and the Notes to the Financial Statements set on pages 33 to 41 should be read in conjunction with this Cash Flow Statement.

BARRAMUNDI LIMITED



2009 2008 $000 $000

CASH FLOW STATEMENT CONTINUED

Reconciliation of operating loss after tax to net cash flows from operating activities

Net loss after tax (15,717) (29,501)

Items not involving cash flows:

- Decrease in deferred tax 0 (145)

- Unrealised gain on cash and cash equivalents 221 0

- Loss on revaluation of fair value through profit or loss financial assets 16,005 37,887

16,226 37,742

Impact of changes in working capital items

- Decrease in fees and other payables (71) (1,153)

- Decrease/(increase) in interest, dividends and other receivables 44 (560)

- (Decrease)/increase in current tax payable (362) 205

(389) (1,508)

Items classified as financing activities and investments

- Net amount received from investments 3,928 2,060

- Realised loss/(gain) on investments 232 (7,849)

- (Increase)/decrease in purchases of investments payable (14) 34

- Increase/(decrease) in sales of investments receivable 197 (62)

- Performance fee payable settled by issue of shares 0 (127)

- Other 0 8

4,343 (5,936)

Net cash inflows from operating activities 4,463 797

The Accounting Policies set out on pages 29 to 32 and the Notes to the Financial Statements set on pages 33 to 41 should be read in conjunction with this Cash Flow Statement.

29

Statement of Accounting PoliciesFOR THE YEAR ENDED 30 JUNE 2009

General InformationEntities Reporting

Barramundi Limited (the “Company”) amalgamated

with its subsidiaries Barra Holdings Limited and

Barra Nursery Limited on 31 August 2007 with

Barramundi Limited continuing as the amalgamated

entity. The amalgamation was effected as a short-

form amalgamation under the Companies Act 1993.

The financial statements for the Company have been

prepared in accordance with the requirements of the

Financial Reporting Act 1993 and the Companies

Act 1993.

Legal Form & Domicile Barramundi Limited is incorporated and domiciled

in New Zealand.

The Company is a limited liability company,

incorporated under the Companies Act 1993 on

8 September 2006.

Barramundi Limited is listed on the New Zealand

Stock Exchange and is an issuer under the terms of

the Financial Report Act 1993.

The Company is a profit-oriented entity and began

operating as a listed investment company on 26

October 2006.

The Company’s registered office is disclosed in the

Directory.

Authorisation of Financial StatementsThe Barramundi Board of Directors authorised these

financial statements for issue on 21 August 2009.

No party may change these financial statements

after their issue.

Accounting PoliciesPeriod Covered by Financial Statements

These financial statements cover the audited results

from operations for the year ended 30 June 2009.

Statement of ComplianceThe financial statements have been prepared in

accordance with New Zealand Generally Accepted

Accounting Practice ("NZ GAAP"). They comply with the New Zealand Equivalents to Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as appropriate. These financial statements also comply with International Financial Reporting Standards (“IFRS”) as published by the International Accounting Standards Board.

NZ IAS 1 (Revised) Presentation of Financial Statements has been issued, effective for annual periods commencing on or after 1 January 2009, and this standard has not been adopted early by the Company. This standard requires the preparation of a Statement of Comprehensive Income and certain changes to the presentation of the Statement of Changes in Equity; however, there will be no impact on the measurement of amounts recognised in the financial statements. The Company intends to adopt this standard for the interim reporting period ending 31 December 2009.

Summary of significant accounting policiesThe accounting policies that materially affect the recognition, measurement and disclosure of items in the Income Statement, Balance Sheet, Statement of Changes in Equity and Cash Flow Statement are set out below. These policies have been consistently applied to all the years presented.

Measurement BaseThe financial statements have been prepared on the historical cost basis, as modified by the fair valuation of certain assets as identified in specific accounting policies below.

Critical judgements, estimates and assumptionsThe preparation of financial statements requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

Cash and Cash EquivalentsCash and cash equivalents includes cash in hand and short-term money market deposits. Cash and cash equivalents are classified as loans and receivables under New Zealand equivalent to International Accounting Standard 39 (“NZ IAS 39”).


Cash Flow StatementThe following are definitions of the terms used in

the Cash Flow Statement:

(a) Operating activities include all principal revenue producing activities and other events that are not financing activities.

(b) Financing activities are those activities that result in changes in the size and composition

of the capital structure.

Functional and Presentation CurrencyThe financial statements are presented in New

Zealand Dollars, which is the Company's functional

and presentation currency.

Foreign Currency Transactions and TranslationsForeign currency transactions are translated into

the functional currency using exchange rates at

the date of the transactions. Foreign exchange

gains and losses resulting from the settlement of

such transactions are recognised in the Income

Statement as foreign exchange gains or losses on

cash.

Assets and liabilities denominated in foreign

currencies at balance date are translated to the

functional currency at the foreign currency exchange

rates at that date. Foreign exchange gains and losses

resulting from the translation of these balances at

year end are recognised in the Income Statement.

Translation differences on monetary financial assets

and liabilities such as cash are recognised in the

Income Statement as other income.

Translation differences on non-monetary financial

assets and liabilities such as equities at fair value

through profit or loss are recognised in the Income

Statement within the fair value net gain or loss.

Interest Income & Dividend IncomeInterest is accounted for as earned using the effective

interest method.

Dividend income is recognised when the Company's

right to receive payments is established (ex-dividend

date).

Manager's Performance FeeThe performance fee is recognised in the Income

Statement on an accrual basis based on the

performance of the Company up to the balance

date. Refer to Note 11 of the Notes to the Financial

Statements.

Share-Based PaymentsThe consideration for any performance fee paid to

Fisher Funds Management Limited (the "Manager")

is calculated in accordance with the Management

Agreement described in Note 11 and comprises

cash and Barramundi share capital in equal portions.

Performance fees, where earned by the Manager,

are paid annually within 30 days of balance date,

relating to the preceding period and recognised as

an expense in the Income Statement. The portion

paid in share capital is an equity-settled share-based

payment and is recognised at the fair value of half of

the performance fee expense (excluding GST) as an

equity reserve until the ordinary shares are issued.

These shares are issued at a price equal to volume

weighted average traded price of ordinary shares in

the Company over five trading days ending on the

calculation date.

Income TaxCurrent tax is calculated by reference to the amount

of income taxes payable or recoverable in the tax

loss for the period. It is calculated using tax rates

and tax laws that have been enacted or substantively

enacted by the Company in respect of the taxable

profits or losses to date. Current tax for current and

prior periods is recognised as a liability (or asset) to

the extent that it is unpaid (or refundable).

Deferred tax is accounted for using the balance

sheet liability method in respect of temporary

differences arising from differences between the

carrying amount of assets and liabilities in the

financial statements and the corresponding tax

base of those items.

In principle, deferred tax liabilities are recognised

for all taxable temporary differences. Deferred tax

assets are recognised to the extent that it is probable

that sufficient taxable amounts will be available

against which deductible temporary differences or

unused tax losses and tax offsets can be utilised.

However, deferred tax assets and liabilities are not

recognised if the temporary differences giving rise

to them arise from the initial recognition of assets

and liabilities (other than as a result of a business

combination) which affects neither taxable income

nor accounting profit.

31 31

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

The Company elected into the Portfolio Investment Entity (“PIE”) regime on 1 October 2007.

Goods and Services Tax (GST)The Company is registered for GST but its financial statements are prepared on a GST inclusive basis given its inability to reclaim GST.

Financial Assets at Fair Value Through Profit or LossClassificationInvestments are classified at fair value through profit or loss in the financial statements under NZ IAS 39. This designation on inception is to provide more relevant information given that the investment portfolio is managed, and performance evaluated, on a fair value basis, in accordance with a documented investment strategy.

Recognition & MeasurementDesignated financial assets at fair value through profit or lossThe Company classifies its investment in equity securities as designated financial assets at fair value through profit or loss upon initial recognition. The financial assets can be classified as such, as the Company manages its investments and makes purchase and sale decisions based on fair value and in accordance with the investment strategy.

Financial assets at fair value through profit or loss are initially recognised at fair value and are subsequently revalued to reflect changes in fair value.

Net changes in the fair value of investments classified as fair value through profit or loss are recognised in the Income Statement as they arise.

The fair values of investments at fair value through profit or loss traded in active markets are based on current market bid prices at balance date.

Transaction costs for all financial assets carried at fair value through profit or loss are expensed as incurred.

All purchases and sales of investments are recognised at trade date, which is the date on which the Company commits to purchase or sell the asset.

Dividend income from investments at fair value

through profit or loss is separately recognised in

the Income Statement when the Company's right to

receive payments is established (ex-dividend date).

Held for trading financial assets at fair value

through profit or loss

Held for trading financial assets at fair value through

profit or loss comprise of forward exchange contracts.

The use of these contracts by the Company is limited

to the risk management of their investments.

Forward exchange contracts are used as economic

hedges for equity investments against currency

risk. Therefore, they are accounted for on the same

basis as those investments and are recognised at

their fair value. Forward exchange contracts are

measured at fair value both upon initial recognition

and subsequently. Gains and losses arising from

changes in the fair value are recognised in the

Income Statement when they arise.

Loans and ReceivablesLoans and receivables are non-derivative financial

assets with fixed or determinable payments that are

not quoted in an active market. They arise when

the Company makes short-term cash deposits

or accrues trade receivables with no intention of

selling the receivable. They are included in current

assets, except for those with maturities greater than

12 months after the balance sheet date which are

classified as non-current assets.

Trade ReceivablesTrade receivables are initially recognised at fair value

and subsequently carried at estimated realisable

value after providing against debts where collection

is doubtful. Receivables are assessed on a case by

case basis for impairment.

Trade PayablesTrade payables are initially recognised at fair value

and subsequently measured at amortised cost.

BorrowingsBorrowings are initially recognised at principal value

on draw down net of transaction costs.

Subsequent to initial recognition, borrowings are

measured at amortised cost using the effective

interest rate method.

Financial InstrumentsFinancial instruments carried on the Balance


Sheet include cash and cash equivalents, equity

investments, trade receivables, trade payables and

borrowings (when used). The various accounting

policies associated with these financial statements

have been disclosed above.

Dividends PayableDividend distribution to the Company's shareholders

is recognised as a liability in the financial statements

in the period in which the dividends are declared by

the Barramundi Board.

Segmental ReportingOperating segments are identified on the basis

of internal reports that are regularly reviewed by

the Chief Operating Decision Maker, which for the

Company is deemed to be the Board of Directors,

to govern the Company's operations and assess its

performance.

Operating segments are reported in a manner

consistent with the internal reporting provided to the

Board of Directors.

Earning per ShareBasic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. See the Income Statement for the earnings per share calculations.

Diluted earnings per share adjusts the weighted average number of ordinary shares assuming all warrants were exercised on the date of calculation of earnings per share. Refer to the Income Statement for the diluted earnings per share calculation.

Share CapitalOrdinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Share capital bought back by the Company reduces share capital and may be held as treasury stock at the value of the consideration paid. Treasury stock may later be reissued which increases share capital by the fair value of the shares on issue date.

33

BARRAMUNDI LIMITED

FOR THE YEAR ENDED 30 JUNE 2009NOTES TO THE FINANCIAL STATEMENTS

2009 2008 $000 $000

Note 1 Income Statement (i) Foreign exchange (losses)/gains on cash and cash equivalents

- Unrealised (221) 171

- Realised 34 213

Total foreign exchange (losses)/gains on cash and cash equivalents (187) 384

(ii) Net changes in fair value of financial assets

Fair value through profit or loss - designated

Equity investments

- Unrealised (14,140) (51,053)

- Realised (1,620) 7,205

Foreign exchange on equity investments

- Unrealised (1,926) 12,995

- Realised 1,149 416

Total investment losses (16,537) (30,437)

Fair value through profit or loss - held for trading

Foreign exchange contracts gains

- Unrealised 62 0

- Realised 238 18

Total foreign exchange gains on contracts 300 18

Total net changes in fair value of financial assets (16,237) (30,419)

(iii) Operating Expenses

Audit fees 33 34

Auditor’s fees for other related work 0 21

Manager’s fees (note 8) 564 874

Manager’s performance fees to be settled in cash 0 99*

Manager’s performance fees to be settled via the issue of shares 0 (129)*

Directors’ fees 131 132

Brokerage fees 72 116

Custody and NZX fees 78 104

Personnel 113 145

Administration & other 27 30

Investor relations 127 212

Taxation and legal services 72 128

Total operating expenses 1,217 1,766

*Relates to adjustment to the 2007 performance fee.


BARRAMUNDI LIMITED


2009 2008 $000 $000

Note 2 Share CapitalOrdinary Shares

As at 30 June 2009 there were 101,444,890 (30 June 2008: 101,444,890) fully paid Barramundi shares on issue, including treasury stock. All ordinary shares are classified as equity, rank equally and have no par value. All shares (with the exception of treasury stock) carry an entitlement to dividends and one vote attached to each fully paid ordinary share.

Opening balance 98,800 97,609

Proceeds of shares issued 555 0

Net issue costs 0 (20)

Transfer from reserves to share capital 0 1,022

Warrants exercised 0 553

Share buybacks held as treasury stock (653) (364)

Closing balance 98,702 98,800

Treasury stock

On 31 October 2008, Barramundi Limited announced the continuation of its share buyback programme of its ordinary shares in accordance with section 65 of the Companies Act 1993. All the shares acquired under the buyback scheme are initially held as treasury stock but are available to be re-issued. The net cost of treasury stock is deducted from share capital.

Number of Shares

2009 2008 2009 2008 $000 $000 000 000

Opening balance 364 0 519 0

Share buybacks 653 364 1,161 519

Shares re-issued under dividend reinvestment plan (555) 0 (837) 0

Closing balance 462 364 843 519

Warrants

As at 30 June 2009 there were 49,446,684 (30 June 2008: 49,446,684) warrants on issue. Each Barramundi warrant held entitles the holder to subscribe for an ordinary share at an exercise price of $1.00 exercisable at any time between the first and third anniversary of the allotment date (26 October 2006). The final exercise date is 26 October 2009; any warrants not exercised by or on this date will expire. Holders can elect to exercise some or all of their warrants on any of these dates subject to a minimum exercise of 500 warrants. The fair value of the warrants based on the last trading price at 30 June 2009 was $0.00 each (30 June 2008: $0.06 each).

For the year ended 30 June 2009, no Barramundi shares were issued in relation to the exercise of warrants (30 June 2008: 553,274).

On 31 October 2008, Barramundi Limited announced the continuation of its warrant buyback programme. At 30 June 2009 no warrants had been acquired under the programme.

35

BARRAMUNDI LIMITED


2009 2008 $000 $000

Note 3 Taxation (i) Taxation Expense

Net loss before tax (15,330) (29,175)

Taxable loss (15,330) (29,175)

Tax thereon at 30% (2008: 33%) (4,599) (9,628)

Non-taxable realised (gain)/loss on investments 141 (2,515)

Unrealised loss not taxable 4,820 12,402

Transitional PIE taxable income 0 36

Dividends not taxable (101) (37)

Fair Dividend Rate income 104 255

Non-deductible expenses 22 38

Prior period adjustment 0 (226)

Other 0 1

Taxation expense 387 326

Taxation expense comprises:

- Current tax 387 471

- Deferred tax 0 (145)

387 326

(ii) Current tax

Opening balance 509 304

Current tax movement 387 471

Tax paid (749) (264)

Foreign dividend withholding tax payable 0 (2)

Current tax payable 147 509

(iii) Deferred tax

Opening balance 0 (145)

Recognition of prior period timing differences 0 145

Deferred tax asset/(liability) 0 0

(iv) Imputation credit account balances


Net imputation credits received 0 0

Net imputation credits attached to dividends paid (134) 0

Taxation paid 268 0

Closing balance 168 34


BARRAMUNDI LIMITED


2009 2008 $000 $000

(v) Dividend withholding payment account balance


Dividend withholding payment paid 622 636

Dividend withholding payment refunded (684) (553)

Closing balance 321 383

Note 4 Accumulated Losses and Other ReserveBalance at beginning of year (8,183) 21,318

Net operating loss for the year (15,717) (29,501)

Dividend paid (2,019) 0

Balance at the end of the year (25,919) (8,183)

Dividend of 2 cents per share was paid in September 2008 (year to 30 June 2008: nil).

Other Reserve

Balance at beginning of year 0 1,149

Transfer from reserves to share capital 0 (1,022)

Transfer from reserve to profit or loss 0 (127)

Balance at the end of the year 0 0

Note 5 Trade and Other ReceivablesInterest receivable 1 2

Unsettled investment sales 197 0

Related party receivable (note 8) 342 583

Other receivables 3 3

Total trade and other receivables 543 588

Trade receivables are classified as loans and receivables under NZ IAS 39. Total loans and receivables are $11,954,000 (30 June 2008: $9,633,000) being cash plus trade and other receivables (excluding prepayments).

Note 6 Trade and Other PayablesRelated party payable (note 8) 51 106

Unsettled investment purchases 14 0

Accruals & other payables 58 88

Total trade and other payables 123 194

Trade payables are classified as other financial liabilities under NZ IAS 39. All payables are contractually required to be paid within three months.

37

BARRAMUNDI LIMITED


2009 2008 $000 $000

Note 7 Financial assets at fair value through profit or lossInvestments at fair value through profit or loss, valued at bid price, are summarised as follows:

Financial assets at fair value through profit or loss - designated

Australian listed equity investments at cost 90,251 94,649

Unrealised losses on Australian listed equity investments (29,556) (13,545)

Financial assets at fair value through profit or loss - held for trading

Fair value of foreign exchange contracts 62 0

Total investments at fair value through profit or loss 60,757 81,104

Although investments at fair value through profit or loss are treated as current assets from an accounting point of view, the investment strategy of the company is to hold for the medium to long-term.

The notional value of foreign exchange contracts held at 30 June 2009 was $12m (30 June 2008: nil).

Other DisclosuresNote 8 Related Party Information

Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial or operational decisions.

The Manager of Barramundi Limited is Fisher Funds Management Limited. Fisher Funds Management Limited is a related party by virtue of the common directorship and a management contract. Management fees paid or payable (inclusive of GST) to Fisher Funds Management Limited for the year ending 30 June 2009 totalled $563,943 (30 June 2008: $873,951).

The Management Agreement with Fisher Funds Management Limited provides for the provisional payment of a management fee equal to 1.25% per annum of the Gross Asset Value, calculated weekly and payable monthly in arrears. This management fee will be reduced by 0.10% for each 1.0% per annum by which the Gross Return achieved on the portfolio during each financial period is less than the change in the NZX 90-Day Bank Bill Index over the same period but subject to a minimum management fee of 0.75% of the average Gross Asset Value for that period.

At 30 June 2009 the Gross Return for the twelve-month period was less than the change in the NZX 90-Day Bank Bill Index over the same period. The annual management fee shall be calculated by the Custodian within 20 business days of the end of the financial year and any amount required to be refunded by the Manager shall be repaid by way of set off against future management fee payments due. At balance date an adjustment was made to include a prepayment of $341,638 (30 June 2008: $582,634) relating to the provisional payment of the management fee. The prepayment arose because the management fee was paid at 1.25% of Gross Asset Value and adjusted at year end to 0.75% as per the management agreement.

In addition, the Management Agreement provides for the payment of a performance fee to the Manager under certain circumstances. No performance fee has been earned by the Manager for the year ended 30 June 2009, see Note 11 (30 June 2008: Nil).

Note 9 Financial Risk Management PoliciesThe Company is subject to a number of financial risks which arise as a result of its investment activities, including; market risk, credit risk and liquidity risk.


BARRAMUNDI LIMITED


The Management Agreement between Barramundi Limited and Fisher Funds Management Limited details authorised investments. Financial instruments currently recognised in the financial statements also comprise cash and short term deposits, currency hedges, trade and other receivables and trade and other payables.

Capital Risk Management

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares and make borrowings in the short term.

The Company was not subject to any externally imposed capital requirements during the year.

Market Risk

All equity investments present a risk of loss of capital often due to factors beyond the Company’s control such as competition, regulatory changes, commodity price changes and changes in general economic climates domestically and internationally. The Manager moderates this risk through careful stock selection and diversification, daily monitoring of the market positions and monthly reporting to the Board of Directors.

The maximum market risk resulting from financial instruments is determined by their fair value.

Price Risk

The Company is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies.

Interest Rate Risk

The Company is not subject to significant amounts of risk due to the fluctuation of prevailing market interest rates.

Financial instruments which potentially subject the Company to interest rate risk are short-term deposits. The Company invests surplus cash in the New Zealand money market (short-term investments only) and interest income is therefore subject to changes in local interest rates. The Company utilises short-term fixed rate borrowings which are used to fund investment opportunities. There is no hedge against the risk of downward movements in interest rates.

Currency Risk

The Company holds assets denominated in Australian dollars. It is therefore exposed to currency risk as the value of Australian denominated equities and cash held in Australian dollars will fluctuate with changes in the relative value of the New Zealand dollar compared to the Australian dollar. The company mitigates against this risk by entering into forward foreign exchange contracts as and when the Manager deems it necessary.

Credit Risk

In the normal course of its business, the Company is exposed to credit risk from transactions with its counterparties.

There are no significant concentrations of credit risk. The Company does not expect non-performance by counterparties, therefore no collateral or security is required.

All transactions in listed securities are paid for on delivery according to standard settlement instructions. The Company invests cash with banks registered in New Zealand and Australia which carry a minimum short-term credit rating of A-1.

Listed securities are held in trust by an independent trustee company.

The maximum credit risk of financial assets is deemed to be their carrying amount.

Liquidity Risk

The Company endeavours to invest the proceeds from the issue of shares in appropriate investments while maintaining sufficient liquidity, through daily cash monitoring, to meet working capital and investment requirements. Such liquidity can be augmented by short-term borrowings from a registered bank to a maximum value of 20% of the Gross Asset Value of the Company.

No such borrowings have arisen to date.

39

BARRAMUNDI LIMITED


Note 10 Sensitivity AnalysisThe sensitivity of the result for the year end and shareholders’ equity to reasonably possible changes in market conditions at 30 June 2009 and 30 June 2008 is as follows:

2009: Company ($’000)

EQUITY PRICES

Carrying Amount

-10% +10%Profit Equity Profit Equity

Cash and Cash Equivalents 11,753 0 0 0 0

Investments at fair value through profit or loss 60,757 (6,076) (6,076) 6,076 6,076

2009: Company ($’000)

FOREIGN EXCHANGE RATE (Note i)

Carrying Amount


Cash and Cash Equivalents (Note ii) 11,753 1,019 1,019 (834) (834)

Investments at fair value through profit or loss - designated (Note iii)

60,695 6,744 6,744 (5,518) (5,518)

Investments at fair value through profit or loss – held for trading (Note iv)

62 1,333 1,333 (1,091) (1,091)

2009: Company ($’000)

INTEREST RATE (Note v)

Carrying Amount


Cash and Cash Equivalents 11,753 (353) (353) 353 353

Investments at fair value through profit or loss 60,757 0 0 0 0

These sensitivities do not take into account impact on tax balances.

2008: Company ($’000)

EQUITY PRICES

Carrying Amount


Cash and Cash Equivalents 9,628 0 0 0 0

Investments at fair value through profit or loss 81,104 (8,110) (8,110) 8,110 8,110

2008: Company ($’000)

FOREIGN EXCHANGE RATE (Note i)

Carrying Amount


Cash and Cash Equivalents (Note ii) 9,628 419 419 (343) (343)

Investments at fair value through profit or loss - designated (Note iii)

81,104 9,012 9,012 (7,373) (7,373)

2008: Company ($’000)

INTEREST RATE (Note v)

Carrying Amount


Cash and Cash Equivalents 9,628 (289) (289) 289 289

Investments at fair value through profit or loss 81,104 0 0 0 0

These sensitivities do not take into account impact on tax balances.


BARRAMUNDI LIMITED


(i) Based on the NZD/AUD exchange rate volatility over the past 10 years, the Directors consider it reasonably possible that the NZD/AUD exchange rate may move by -/+10%.

(ii) Cash in Australian bank accounts held at balance date translated to NZ$9,173,840 using a rate of $0.8013 A$/NZ$. An increase in this rate by 10% to $0.8814 would lead to an unrealised loss of NZ$833,985. Similarly if the NZ$ were to drop by 10% to $0.7212, there would be an unrealised gain of NZ$1,019,316.

(iii) Equity investments of A$48,635,326 were held at balance date and translated to NZ$60,695,527 using a rate of 0.8013 A$/NZ$. An increase in this rate by 10% to 0.8814 would lead to an unrealised loss of NZ$5,517,775. Similarly if the NZ$ were to drop by 10% to $0.7212, there would be an unrealised gain of NZ$6,743,947.

(iv) Foreign exchange contracts of NZ$12,000,000 (notional value) were held at balance date using a rate of 0.8013 A$/NZ$. An increase in this rate by 10% to 0.8814 would lead to an unrealised loss of NZ$1,090,538. Similarly if the NZ$ were to drop by 10% to $0.7212, there would be an unrealised gain of NZ$1,332,779.

(v) The percentage movement for the interest rate sensitivity relates to percentage effect on carrying amount not percentage change in interest rate.

Note 11 Performance FeeThe Management Agreement with Fisher Funds Management Limited provides for an annual performance fee for outperforming the Benchmark rate and providing excess returns.

The performance fee payable to the Manager under the agreement is 15% of the lesser of:

a) The excess return for the applicable period multiplied by the number of shares on issue at the end of the period; or

b) The dollar amount by which the net asset value per share exceeds the highest net asset value per share at the end of the previous calculation period multiplied by the number of shares on issue.

Excess return is defined as the excess above a benchmark return which is the change in the NZX 90-Day Bank Bill Index in the period plus 7% per annum.

In accordance with the terms of the Management Agreement, half of any performance fee payable (exclusive of GST) will be applied by the Manager to subscribe for shares ranking equally in all respects with existing ordinary shares in Barramundi Limited and issued at a price equal to the audited net asset value per share at 30 June 2009.

At 30 June 2009 the net asset value of $72,783,000 was below the high water net asset value (after adjustment for capital changes and distributions) of $119,341,000 (being the highest net asset value per share at the end of the last calculation period of 30 June 2007 adjusted for any capital changes and distributions).

Accordingly the Company has not accrued a performance fee in its Income Statement for the period to 30 June 2009 (30 June 2008: Nil).

Note 12 Net Asset ValueThe audited Net Asset Value per share of Barramundi Limited as at 30 June 2009 was $0.72 per share (30 June 2008: $0.90). The audited diluted Net Asset Value per share of Barramundi Limited as at 30 June 2009 was $0.81 per share (30 June 2008: $0.93).

The diluted Net Asset Value describes the effect if all warrants were exercised on the date of calculation of the Net Asset Value at $1.00.

Note 13 Contingent Liabilities and Unrecognised Contractual Commitments There were no contingent liabilities or unrecognised contractual commitments as at 30 June 2009 (30 June 2008: None).

41

BARRAMUNDI LIMITED


Note 14 Segmental ReportingThe Company operates in a single operating segment being financial investment in Australia.

Note 15 Subsequent EventsThere were no events subsequent to 30 June 2009 which require adjustment of, or disclosure in, the financial statements (30 June 2008: None).

The unaudited Net Asset Value per share for Barramundi Limited at the last reported date of 19 August 2009 was $0.84 (unaudited diluted Net Asset Value per share: $0.89).

On 21 August 2009 the Board announced a new fixed long-term dividend policy whereby two percent of the average NAV will be distributed to shareholders every quarter. The first payment of 1.47 cents per share with a record date of 7 September 2009 will be paid on 18 September 2009.


PricewaterhouseCoopersABN 52 780 433 757

188 Quay StreetPrivate Bag 92162Auckland, New ZealandDX CP24073www.pwc.com/nzTelephone +64 9 355 8000Facsimile +64 9 355 8001

Auditors’ ReportTo the shareholders of Barramundi Limited

We have audited the financial statements on pages 27 to 44. The financial statements provide information about the pastfinancial performance and cash flows of the Company and Group for the period ended 30 June 2007 and their financialposition as at that date. This information is stated in accordance with the accounting policies set out on pages 32 to 44.

Directors’ Responsibilities

The Company’s Directors are responsible for the preparation and presentation of the financial statements which give a trueand fair view of the financial position of the Company and Group as at 30 June 2007 and their financial performance andcash flows for the period ended on that date.

Auditors’ Responsibilities

We are responsible for expressing an independent opinion on the financial statements presented by the Directors andreporting our opinion to you.

Basis of Opinion

An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements.It also includes assessing:

(a) the significant estimates and judgements made by the Directors in the preparation of the financial statements; and

(b) whether the accounting policies are appropriate to the circumstances of the Company and Group, consistentlyapplied and adequately disclosed.

We conducted our audit in accordance with generally accepted auditing standards in New Zealand. We planned and

performed our audit so as to obtain all the information and explanations which we considered necessary to provide us with

sufficient evidence to give reasonable assurance that the financial statements are free from material misstatements,

whether caused by fraud or error. In forming our opinion we also evaluated the overall adequacy of the presentation of

information in the financial statements.

We have no relationship with or interests in the Company or any of its subsidiaries other than in our capacity as auditors.

Unqualified Opinion

We have obtained all the information and explanations we have required.

In our opinion:

(a) proper accounting records have been kept by the Company as far as appears from our examination of thoserecords; and

(b) the financial statements on pages 27 to 44:

(i) comply with generally accepted accounting practice in New Zealand;

(ii) comply with International Financial Reporting Standards; and

(iii) give a true and fair view of the financial position of the Company and Group as at 30 June 2007 and theirfinancial performance and cash flows for the period ended on that date.

Our audit was completed on 6 August 2007 and our unqualified opinion is expressed as at that date.

Chartered Accountants Auckland

Auditor’s Reportto the shareholders of Barramundi Limited

We have audited the financial statements on pages 24 to 41. The financial statements provide information about the past financial performance and cash flows of the Company for the year ended 30 June 2009 and its financial position as at that date. This information is stated in accordance with the accounting policies set out on pages 29 to 32.

Directors’ Responsibilities

The Company’s Directors are responsible for the preparation and presentation of the financial statements which give a true and fair view of the financial position of the Company as at 30 June 2009 and its financial performance and cash flows for the year ended on that date.

Auditor’s Responsibilities

We are responsible for expressing an independent opinion on the financial statements presented by the Directors and reporting our opinion to you.

Basis of Opinion

An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. It also includes assessing:

(a) the significant estimates and judgements made by the Directors in the preparation of the financial statements; and

(b) whether the accounting policies are appropriate to the circumstances of the Company consistently applied and adequately disclosed.

We conducted our audit in accordance with generally accepted auditing standards in New Zealand. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatements, whether caused by fraud or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

We have no relationship with or interests in the Company other than in our capacity as auditor.

Unqualified Opinion

We have obtained all the information and explanations we have required.

In our opinion:

(a) proper accounting records have been kept by the Company as far as appears from our examination of those records; and

(b) the financial statements on pages 24 to 41:

(i) comply with generally accepted accounting practice in New Zealand;

(ii) comply with International Financial Reporting Standards; and

(iii) give a true and fair view of the financial position of the Company as at 30 June 2009 and its financial performance and cash flows for the year ended on that date.

Our audit was completed on 21 August 2009 and our unqualified opinion is expressed as at that date.

Chartered Accountants Auckland

43

Shareholder InformationSize of Shareholding as at 14 August 2009

Size of Holding # of Shareholders # of Shares % of Total

1 to 999 85 43,766 0.04

1,000 to 4,999 568 1,423,291 1.40

5,000 to 9,999 2,297 13,185,666 13.00

10,000 to 49,999 2,953 48,692,905 48.00

50,000 to 99,999 163 9,636,455 9.50

100,000 to 499,999 81 13,021,069 12.84

500,000 + 10 15,441,738 15.22

Total 6,157 101,444,890 100.00

20 Largest Shareholders as at 14 August 2009 NAME SHARES HELD % OF ISSUED CAPITAL

1 Custodial Services Limited <a/c 3> 5,070,459 5.00 2 Forsyth Barr Custodians Limited <account 1 M> 2,302,460 2.27 3 FNZ Custodians Limited 2,071,153 2.04 4 Custodial Services Limited <a/c 2> 1,562,212 1.54 5 Barramundi Limited <Treasury Stock Limited a/c> 903,186 0.89 6 Forsyth Barr Custodians Limited <Account 1 L> 848,010 0.84 7 Caroline Robyn Ball + Christopher John Thompson Bush 783,980 0.77 8 ASB Nominees Limited <a/c 340941 - ML> 740,042 0.73 9 Accident Compensation Corporation - NZCSD <ACCI40> 647,416 0.64 10 Custodial Services Limited <a/c 4> 512,820 0.51 11 Custodial Services Limited <A/C 1> 447,549 0.44 12 Lloyd James Christie 422,371 0.42 13 Maori Investments Limited 407,000 0.40 14 Investments Custodial Services Limited <a/c C> 363,141 0.36 15 Forsyth Barr Custodians Limited <a/c 1 H> 356,302 0.35 16 Mantles Limited 355,000 0.35 17 Presbyterian Support Central 337,121 0.33 18 National Nominees New Zealand Limited - NZCSD <NNLZ90> 327,092 0.32 19 Hubbard Churcher Trust Management Limited 320,600 0.32 20 Neil Sydney Cottle + Marilyn Frances Cottle + Polson Higgs Nominees Limited <Pembroke a/c> 300,000 0.30

TOTAL 19,077,914 18.82


Shareholder Information CONTINUED

20 Largest Warrant Holders as at 14 August 2009 NAME WARRANTS HELD % OF ISSUED CAPITAL

1 Custodial Services Limited <a/c 3> 1,733,524 3.51 2 FNZ Custodians Limited 1,016,336 2.06 3 Portfolio Custodian Limited <086910 a/c> 800,000 1.62 4 Custodial Services Limited <A/C 2> 727,857 1.47 5 ASB Nominees Limited <ACCOUNT 658254> 600,000 1.21 6 Chork Yan Lee 500,594 1.01 7 Ian Dunbar Greaves + Nicola Anne Greaves + Craig Murray Thompson <ID & NA Greaves Family a/c> 500,000 1.01 8 Eric Albert Wrigley + Barbara Joan Wrigley 500,000 1.01 9 Fraser Wright Maddigan 492,862 1.00 10 Geoffrey Merchant + Myra Merchant 447,000 0.90 11 Forsyth Barr Custodians Limited <a/c 1 M> 421,790 0.85 12 Chester Chong Lun Yin 400,545 0.81 13 John Roelof Van Dijk 345,000 0.70 14 Shaohua Wu 338,884 0.69 15 Edward Bruce Peck 310,000 0.63 16 Edward Jozef James Michl 282,091 0.57 17 John Paul Dallow 252,500 0.51 18 Michael Rose 250,000 0.51 19 Forsyth Barr Custodians Limited <a/c 1 L> 247,680 0.50 20 Roelof Waayman 240,000 0.49

TOTAL 10,406,663 21.06

Statutory InformationDirectors’ relevant interests in Equity Securities as at 30 June 2009

Interest’s RegisterThe company is required to maintain an interest’s register in which the particulars of certain transactions and matters involving the directors must be recorded. The interest’s register for Barramundi Limited is available for

inspection at its registered office. Particulars of entries in the interests register as at 30 June 2009 are as follows:

ORDINARY SHARES WARRANTS

Directly Held Held by Associated

Persons

Directly Held

Held by Associated

Persons

R L Challinor 15,000 7,500

A M Cotton 88,0561 43,500

I Hendry 30,9052 15,000

C M Fisher 740,0423

1 Includes 1,056 shares issued on 19 September 2008 under the Company’s dividend reinvestment plan.2 Includes 905 shares issued on 19 September 2008 under the Company’s dividend reinvestment plan.3 Transferred to interests associated with C M Fisher immediately prior to the sale of a shareholding in Fisher Funds Management to H R L Morrison & Co Limited.

45

Statutory Information CONTINUED

Directors Holding OfficeThe Company’s Directors as at 30 June 2009 were:

• Rob Challinor (Chairman)• Ian Hendry• Annabel Cotton• Carmel Fisher

No Directors ceased to hold office during the period.

Directors’ RemunerationThe following table sets out the total remuneration received by each Director from Barramundi Limited for the year ended 30 June 2009. The Directors’ fees disclosed in the financial statements include a portion of non-recoverable GST expensed by Barramundi.

Directors’ remuneration for the 12 months ended 30 June 2009:

DIRECTOR REMUNERATION

Rob Challinor $50,000*

Ian Hendry $35,000

Annabel Cotton $35,000*

* excludes GST

Carmel Fisher does not earn Directors’ fees.

Employee RemunerationBarramundi Limited does not have any employees. Corporate Management services are provided to the Company by Fisher Funds Management Limited under the Management Agreement.

Disclosure of InterestsGeneral Interest pursuant to section 140 of the Companies Act 1993 as at 30 June 2009.

Rob ChallinorThe Warehouse Group Limited Director

Kingfish Limited Director

Marlin Global Limited Director

CDL Investments New Zealand Limited Director

Copthorne Bay of Islands Hotel – JV Director

Challinor and Associates Limited Director

Ian Hendry

Congratulations Limited Director

Inverclyde Investments Limited Director



No 8 Ventures – 2 Limited Director

Seniors Money International Limited Director

Annabel Cotton

Merlin Consulting Limited Director

Genesis Power Limited Director



Anamallai Tea Estates & Ropeway Company Limited Director

Riverbend Dairy Farms Limited Director

Securities Commission Member & New Zealand Commissioner for Financial Advisers

Carmel Fisher

Fisher Funds Management Limited Director




Directors’ Indemnity and InsuranceBarramundi Limited has insured all of its Directors against liabilities and costs referred to in Section 162 (3), 162 (4) and 162 (5) of the Companies Act 1993. The insurance does not cover liabilities arising

from criminal actions.

Auditor’s RemunerationDuring the 30 June 2009 year the following amounts were paid/payable to the auditors – PricewaterhouseCoopers:

$000

Audit Fees 33

Donations The Company did not make any donations during

the year ended 30 June 2009.

New Zealand Exchange WaiversAs at 30 June 2009, the Company held two waivers granted by the New Zealand Exchange.

Waiver from Listing Rules 3.1.1 and 7.3.1 (a) to the extent that Barramundi may issue shares to the Manager (Fisher Funds Management Limited) only where it is in accordance with the Performance Fee as described in Barramundi’s Offer Document and the Barramundi Constitution.

Waiver from Listing Rule 9.2.1 under the exception provided in Listing Rule 9.2.4 (c) for the performance fee payment to the Manager (Fisher Funds Management Limited). This waiver will cease to have effect if any amendments are made to the Management Agreement.

Statutory Information CONTINUED

47

Directory

Nature of BusinessThe principal activity of the Company is investment in Australian companies.

ManagerFisher Funds Management LimitedLevel 2, 95 Hurstmere RoadPO Box 33 549TakapunaAuckland 0740

Corporate ManagerNivedita Findlay

Directors Independent DirectorsRob Challinor (Chairman)Annabel CottonIan Hendry

DirectorCarmel Fisher

RegistrarShareholders with enquiries about transactions and changes of address should contact Barramundi’s share registrar:Computershare Investor Services LimitedLevel 2159 Hurstmere RoadPrivate Bag 92119TakapunaNorth Shore City 0622Phone: 09 488 8777Email: [email protected]

AuditorsPricewaterhouseCoopers188 Quay StreetAuckland 1010

SolicitorsChapman TrippLevel 3523-29 Albert StreetAuckland 1010

BankersAustralia New Zealand Banking Group LimitedLevel 9, ANZ Tower215-229 Lambton QuayWellington City 6011

Investor EnquiriesBarramundi LimitedLevel 2, 95 Hurstmere RoadPO Box 33 549TakapunaAuckland 0740Phone: 09 489 7074 Fax: 09 489 7139Email: [email protected] Website: www.barramundi.co.nz

Direct crediting of dividendsTo minimise the risk of fraud and misplacement of dividend cheques, shareholders are strongly recommended to have all payments made by way of direct credit to their nominated bank account. This can be done by notifying the share registrar in writing.

Printed onto Advanced laser, which is produced from Elemental Chlorine Free (ECF) pulp from virgin wood sourced from managed farmed trees in an ISO14001 and ISO9001 (International Quality Management Standard) accredited

mill, that generates a portion of their power from tree waste, saving 200 million litres of diesel oil annually.

Annual Report 2009 - Barramundi...Bronchitol is an agent that helps rehydrate the lungs restoring...

Documents

Transcript of Annual Report 2009 - Barramundi...Bronchitol is an agent that helps rehydrate the lungs restoring...