notes to the ﬁ nancial statements (cont’d) · 2013. 5. 13. · Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000 Investments in controlled entities

annual report 2005 41

9. Finance lease receivables

The Group leased certain machinery to its customers under fi nance lease arrangements which have remaining lease periods from 12 to 36 months and the interest rate inherent in the leases was approximately 4% to 10% per annum.

At 30 June 2005, the net fi nance lease receivable under the leases and the present values of the minimum lease payments were as follows: Consolidated 2005 2004 2005 2004 $’000 $’000 $’000 $’000 Present value Present value Net fi nance Net fi nance of minimum of minimum lease receivable lease receivable lease payments lease payments Amount receivable under fi nance lease: Within one year 8,396 2,377 7,788 2,255 In the second to fi fth years, inclusive 7,260 2,831 6,560 2,727

Total minimum fi nance lease receivable 15,656 5,208 14,348 4,982

Unearned fi nance income (1,308) (226)

14,348 4,982

Portion classifi ed as current assets (7,788) (2,255)

Non-current portion 6,560 2,727

10. Investment Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Unquoted shares, at cost 68 - - -

11. Other investments

Shares quoted in Malaysia, at cost 107 - - - Less: Allowance for diminution in value (59) - - -

48 - - - Unit trust, unquoted 369 - - -

417 - - -

Market value of quoted shares 29 - - -

12. Other fi nancial assets Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Investments in controlled entities - - 96,580 89,735 Less: Provision for diminution in value of investment - - (3,202) (3,202)

- - 93,378 86,533

notes to the fi nancial statements (cont’d)- 30 June 2005

Autron AR05 Fin9-64pp FA.indd 41Autron AR05 Fin9-64pp FA.indd 41 10/11/05 6:03:48 PM10/11/05 6:03:48 PM

42 autron corporation limited

12. Other fi nancial assets (cont’d) Interest held Country 2005 2004 of Incorporation % % Controlled Entities of Autron Corporation Limited Australasian Technology (Properties) Corporation Pty Limited 100 100 Australia Australasian Technology Corporation NZ Limited 100 100 New Zealand Australasian Technology Corporation (Australia) Pty Limited 100 100 Australia Vision Tech (Australia) Pty Limited 100 80 Australia Microtel Australia Pty Limited 100 60 Australia Autron (S.E.A.) Pte Ltd 100 100 Singapore Austratech Corporation (L) Bhd 100 100 Malaysia NTM Electronics Sdn Bhd 100 100 Malaysia Vision Tech Enterprise Pte Ltd - 100 Singapore American Tec Company Limited 100 100 Hong Kong AFD Pte Ltd (Previously known as Autron Tech (Semicon) Pte Ltd) 100 100 Singapore AGS Pte Ltd 100 100 Singapore Autron Singapore Pte Ltd 100 100 Singapore Taiwan Autron Corporation 100 100 Taiwan Info-Tek Technology (Suzhou) Co Ltd 100 100 China Autron Engineering Service Co Limited - 100 Hong Kong Autron (Suzhou) Technology Co Ltd 100 100 China I.C. Equipment Pte Ltd 100 100 Singapore

Vision Tech Enterprise Pte Ltd and Autron Engineering Service Co Ltd were deregistered during the year.

Controlled Entities of AGS Pte. Ltd AGS (Shanghai) Co., Ltd. 100 100 China Autron India Pte Ltd 100 - India

Controlled Entities of Autron (S.E.A.) Pte Limited Niche Tech (Malaysia) Sdn Bhd 100 100 Malaysia Autron (Thailand) Co., Ltd 49 49 Thailand ER Mekatron Sdn Bhd 80 - Malaysia ER Mekatron Manufacturing Sdn Bhd 80 - Malaysia

Controlled Entities of American Tec Company Limited Ouye Meiya Science & Technology (Shenzhen) Co. Ltd. 100 100 China American Tec Co (L) Bhd 100 100 Malaysia Autron American Technology Co Ltd 100 100 China Tianjin American Tec Trading Co Ltd 100 100 China Shenzhen American Tec Co., Ltd 100 - China

Controlled Entities of I.C. Equipment Pte Ltd Aeromatrix Pte Ltd 55 55 Singapore I.C. Equipment (Shanghai) Co Ltd 100 100 China Fine Pulse Sdn Bhd 100 100 Malaysia EM Components Pte Ltd 60 - Singapore

Controlled Entities of Taiwan Autron Corporation Yo Hua Corporation 80 - Taiwan




13. Property, plant and equipment Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Plant and equipment - at cost 31,383 19,644 4 - Less: Accumulated depreciation (6,786) (5,798) - -

24,597 13,846 4 -

Plant and equipment under lease 1,092 1,109 - - Less: Accumulated depreciation (598) (381) - -

494 728 - -

Motor vehicles - at cost 207 177 - - Less: Accumulated depreciation (194) (107) - -

13 70 - -

Motor vehicles under lease 738 689 - - Less: Accumulated depreciation (293) (246) - -

445 443 - -

Freehold and leasehold property - at cost 10,142 12,328 - - Less: Accumulated depreciation (148) (3,070) - -

9,994 9,258 - -

Freehold and leasehold land - at cost 990 478 - - Less: Accumulated depreciation - - - - 990 478 - -

Leasehold improvements - at cost 2,816 2,308 - - Less: Accumulated depreciation (1,195) (896) - -

1,621 1,412 - -

38,154 26,235 4 -

(a) Assets pledged as security Substantially all of the balance of freehold and leasehold property and land and part of the balance of plant and equipment are

subject to fi rst mortgages as security over bank loans (refer note 16). The term of the fi rst mortgages preclude the assets being sold or being used as security for further mortgages without the permission of the fi rst mortgage holder. The mortgage also requires buildings that form part of the security to be fully insured at all times.

Assets under lease are pledged as security for the associated lease liabilities.




13. Property, plant and equipment (cont’d)

(a) Assets pledged as security (cont’d) The net book value of assets pledged as security for bank borrowings and facilities are:

Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Freehold and leasehold property 9,994 9,258 - - Freehold and leasehold land 990 - - - Plant and equipment 5,271 - - -

Reconciliations Reconciliations of the carrying amounts of freehold and leasehold property and land, plant and equipment, motor vehicles and

leasehold improvements at the beginning and end of the current fi nancial year.

Consolidated The Company 2005 2005 $’000 $’000 Plant and equipments - at cost Carrying amount at beginning 13,846 - Additions 10,299 4 Additions through acquisition of controlled entity 3,924 - Disposals (281) - Disposals through sale of controlled entity - - Depreciation expense (2,216) - Net foreign currency movements arising from self-sustaining foreign operation (975) -

24,597 4

Plant and equipments under lease Carrying amount at beginning 728 - Additions 16 - Additions through acquisition of controlled entity - - Disposals - - Disposals through sale of controlled entity - - Depreciation expense (250) - Net foreign currency movements arising from self-sustaining foreign operation - -

494 -

Motor Vehicles at cost Carrying amount at beginning 70 - Additions - - Additions through acquisition of controlled entity 28 - Disposals (11) - Disposals through sale of controlled entity - - Depreciation expense (68) - Net foreign currency movements arising from self-sustaining foreign operation (6) - 13 -




13. Property, plant and equipment (cont’d) Consolidated The Company 2005 2005 $’000 $’000 Motor vehicles under lease Carrying amount at beginning 443 - Additions 89 - Additions through acquisition of controlled entity 101 - Disposals (39) - Disposals through sale of controlled entity - - Depreciation expense (122) - Net foreign currency movements arising from self-sustaining foreign operation (27) -

445 -

Freehold and leasehold property Carrying amount at beginning 9,258 - Additions 5,086 - Additions through acquisition of controlled entity 3,840 - Disposals (7,314) - Disposals through sale of controlled entity - - Depreciation expense (256) - Net foreign currency movements arising from self-sustaining foreign operation (620) - 9,994 - Freehold and leasehold land Carrying amount at beginning 478 - Additions - - Additions through acquisition of controlled entity 539 - Disposals - - Disposals through sale of controlled entity - - Depreciation expense - - Net foreign currency movements arising from self-sustaining foreign operation (27) -

990 -

Leasehold improvements Carrying amount at beginning 1,412 - Additions 767 - Additions through acquisition of controlled entity 7 - Disposals (111) - Disposals through sale of controlled entity - - Depreciation expense (369) - Net foreign currency movements arising from self-sustaining foreign operation (85) -

1,621 -




14. Intangible assets Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Goodwill 62,681 50,742 - - Non competition agreement - - 14,334 14,334 Less: Accumulated amortisation (12,425) (9,036) (11,025) (7,706) Less: Impairment on goodwill (4,000)* - (3,309)** - License fees 2,736 - - - Less: Accumulated amortisation (130) - - -

48,862 41,706 - 6,628

* The impairment of goodwill of $4,000,000 was in addition to the amortization charges of $3,445,000 provided during the year. ** This impairment of goodwill of $3,309,000 is relating to the non competition agreement at company level.

15. Payables

Current Trade creditors and bills payable 30,214 51,597 - - Business/controlled entity acquisition - consideration payable 13,375 3,577 1,946 3,577 Other creditors & accruals 14,690 12,078 1,020 1,055

58,279 67,252 2,966 4,632

Non Current Other creditors & accruals 3,060 - - - Loan from controlled entities - - 13,927 16,211

Terms and conditions Terms and conditions relating to the above fi nancial instruments:

Trade creditors and accruals are non-interest bearing and normally settled on 30 days - 150 days terms. Other creditors (non current) of amount $1,339,000 are interest bearing at 1.5% per annum on the outstanding principal amount

from Year 2009 onwards. Consideration and performance consideration payable in relation to business/controlled entity acquisitions are generally non-

interest bearing. Consideration payable will be settled from September 2005 to December 2005. Details of the terms and conditions of related party payables are set out in note 28. Loan from controlled entities are non-interest bearing and have no fi xed terms of repayment.




16. Interest bearing liabilities Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000 Current Term loans (secured)* 1,282 6,215 - - Term loans (secured)** 14,943 5,894 - - Other external loans 12,652 2,199 - - Hire purchase creditors 114 258 - -

28,991 14,566 - - Bills payables 42,670 20,920 - - Trade debtors fi nancing 9,472 2,955 - - Bank overdraft** 10,394 7,805 1,949 2,014

91,527 46,246 1,949 2,014

Non-Current Loan from controlled entities - - 6,028 1,192 Term loans (secured)* 6,162 12,425 - - Term loans (secured)** 3,896 3,627 - - Other external loans*** 6,977 7,021 - - Hire purchase creditors 77 285 - -

17,112 23,358 6,028 1,192

* The term loans are secured by way of legal mortgage over the long term leasehold and freehold property and land, plant and equipment and corporate guarantee from parent entity - Autron Corporation Limited.

** Bank overdraft facilities of the controlled entities and term loans are secured by corporate guarantee from parent entity - Autron Corporation Limited.

*** Other external loans include $6,200,000 of cash injection from Jafco Asia Technology Fund (JATF) in exchange of 255,793 issued convertible preference shares. Consequent on the sale of Fine Pulse the group will, when it repays the Convertible Preference Shares be required to pay an additional amount of $6.2 million approximately to the holders of those shares. An expense of approximately $5.5 million will be recorded in the year ended 30 June 2006 and will reduce the gain on the sale of Fine Pulse.

Terms and conditionsTerms and conditions relating to the above fi nancial instruments:

(i) Hire purchase liabilities have an average lease of 3 years with option to purchase the asset at the completion of the contract at the asset’s agreed value. The average discounted rate implicit in the contract is 3.6% per annum (2004: 5.8%). Hire purchase liabilities are secured by a charge over the assets.

(ii) Term loans and other loans are interest bearing at an average of 4% and 5.6% per annum respectively.(iii) Trade fi nancing are interest bearing at an average of 5% per annum each.(iv) Loan from controlled entities include $1,282,000 (2004: $1,192,000) which is interest bearing at prime leading rate less 1% per

annum (2004: 7%) and $4,746,000 (2004: nil) which is interest bearing at 1.3% (2004: nil).




17. Finance lease payables

The Group leases certain of its motor vehicles. The lease is classifi ed as fi nance lease and has remaining lease term of 4 years.

At 30 June 2005, the total future minimum lease payments under the fi nance lease and their present values were as follows: Consolidated 2005 2004 2005 2004 $’000 $’000 $’000 $’000 Present value Present value Minimum Minimum of minimum of minimum lease payments lease payments lease payments lease payments Amount payable under fi nance lease: Within one year 953 - 881 - In the second to fi fth years, inclusive 562 - 560 -

Total minimum fi nance lease payments 1,515 - 1,441 -

Future fi nance charges (74) -

1,441 - Portion classifi ed as current liabilities (881) -

Non-current portion 560 -

18. Provisions Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Employee benefi ts 556 423 - -

Please refer to note 27 for further details on the above.

19. Contributed equity

(a) Issued and paid up capital Ordinary shares fully paid 76,838 76,714 76,838 76,714

(b) Movements in shares on issue 2005 2004 Number of Number of shares $’000 shares $’000

Beginning of the fi nancial year 693,373,890 76,714 685,902,302 74,508 Purchase of American Tec - - 6,939,209 1,754 Share buy back - - (1,459,000) (276) Purchase of Taiwan Sigma - - 1,991,379 728 Exercise of warrants (options)(i) 783,479 126 - - Less: transaction cost - (2) - -

End of the year 694,157,369 76,838 693,373,890 76,714




19. Contributed equity (cont’d)

(i) During the year, 783,479 (2004: nil) of warrants (options) were exercised at the exercise price of S$0.18 (equivalent to A$0.14 per warrant (option)). These warrants (options) can be exercised anytime within three years between 4 June 2004 and 3 June 2007.

(c) Share warrants (options) As at 30 June 2005, there are 230,826,957 (2004: 231,610,436) share warrants (options) on issue.

(d) Terms and condition of contributed equity Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. (e) Warrants (options) issue Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Warrants (options) issue 3,222 3,239 3,222 3,239

(f) Movements in warrants (options) on issue 2005 2004 Number of Number of shares $’000 shares $’000

Beginning of the fi nancial year 231,610,436 3,239 - - Warrants (options) issued (783,479) (13) 231,610,436 3,933 Less: transaction cost - (4) - (694)

End of the year 230,826,957 3,222 231,610,436 3,239

The Company announced on 22 March 2004 the proposed renounceable rights issue of up to 231,610,436 warrants (options), each warrant (option) carrying the right to subscribe for one new ordinary share on the basis of one warrant (option) for every three ordinary share held. These warrants (options) were issued on 4 June 2004 at an issue price of S$0.02 (equivalent to A$0.02) and could be exercised at the price of S$0.18 (equivalent to A$0.15) per warrant (option). These warrants (options) can be exercised anytime within three years between 4 June 2004 and 3 June 2007.

As at 30 June 2005, a total of 783,479 warrants (options) were exercised and converted to ordinary shares. Each warrant (option)

was exercised at S$0.18 (equivalent to A$0.14).




20. Reserves and retained profi ts Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Capital profi ts reserve 575 579 - - Foreign currency translation reserve (11,553) (5,281) (68) (68)

(10,978) (4,702) (68) (68)

Retained profi ts/(Accumulated losses) 21,246 21,225 (5,047) (84)

(a) Capital profi ts reserve (i) Nature and purpose of reserve The capital profi ts reserve is used to accumulate realised capital profi ts.

The reserve can be used to pay dividends or issue bonus shares.

(ii) Movements in reserve Balance at beginning of year 579 571 - - Gain of realised profi ts - 8 - - Reclassifi cation (4) - - -

Balance at end of year 575 579 - -

(b) Foreign currency translation reserve (i) Nature and purpose of reserve

The foreign currency translation reserve is used to record exchange diff erences arising from the loss on translation of the fi nancial statements of self-sustaining foreign operations.

(ii) Movements in reserve Balance at beginning of year (5,281) (4,324) (68) (68) Loss on translation of overseas controlled entities (6,272) (957) - -

Balance at end of year (11,553) (5,281) (68) (68)

(c) Retained profi ts/(Accumulated losses) Balance at beginning of year 21,225 9,602 (84) (6,515) Net profi t attributable to members of Autron Corporation Limited 3,493 15,097 (1,491) 9,905

Total available for appropriation 24,718 24,699 (1,575) 3,390

Dividends paid (3,472) (3,474) (3,472) (3,474)

Balance at end of year 21,246 21,225 (5,047) (84)




21. Outside equity interest Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000 Ordinary share capital of controlled entities issued to outside equity interests are: Vision Tech Australia Pty Limited - 20 - - Microtel Australia Pty Limited - 201 - - ER Mekatron Sdn Bhd 103 - - - ER Mekatron Manufacturing Sdn Bhd - - - - Yo Hua Corporation 243 - - - Autron (Thailand) Co., Ltd 733 - - -

1,079 221 - - Interest in retained profi ts and reserves 185 (233) - -

Total outside equity interests 1,264 (12) - -

Reconciliation of outside equity interest in controlled entities:

Opening balance (12) 596 - - Currency realignment 272 (279) - - Add: share of pre-acquisition profi ts 1,070 - - - Add: share of operating loss (66) (329) - -

Closing balance 1,264 (12) - -

Note: The share capital of ER Mekatron Manufacturing Sdn Bhd is A$3.




22. Remuneration of specifi ed directors and specifi ed executives

(a) Specifi ed directors’ and specifi ed executives’ remuneration - FY2005 (i) Remuneration Policy

The Remuneration Committee is responsible for making recommendations to the Board on remuneration policies and packages applicable to the Board member and senior executives of the Company. The Board’s remuneration policy is to ensure that remuneration package properly refl ect the person’s duties and responsibilities; and are competitive in attracting, retaining and motivating employees of the highest quality.

Executive directors and senior executives may receive bonuses based on the achievement of specifi c goals to the performance of the consolidated entity (including operational results and cash-fl ows). Non-executive directors do not receive any performance related remuneration.

Base Pension Other Emolument Bonuses Contributions Benefi ts Total $ $ $ $ $ Specifi ed Directors Prof Hang Chang Chieh 55,580 - - - 55,580 Tan Cheng Leong 367,549 28,077 12,449 50,539 458,614 Samuel Wu Man Fan 355,879 27,200 2,044 - 385,123 Dr Lim Boh Soon 220,146 16,750 8,918 - 245,814 Lim Kheng Joo 159,908 10,369 9,059 11,451 190,787 Warwick Desmond Davies 36,000 - 3,240 - 39,240 Christopher Tsim Lo Fai 36,000 - 3,240 - 39,240 Philip Loong Tien Choon 19,143 - - - 19,143 Michael Chye Hin Fah 25,669 - - - 25,669 Geraldine Ong Siew Ting 25,669 - - - 25,669 Specifi ed Executives Stephen Wu Hon Fan 143,474 11,956 2,044 74,671 232,145 Allen Ong Pang Kheng 143,574 11,964 9,125 49,526 214,189 Colin Lim Tow Hin 150,804 25,134 21,113 6,237 203,288 Lim Tock Yen 163,674 12,443 8,310 7,657 192,084 Run Run Cheng Hwa Meng 107,285 27,042 - 2,453 136,780

(b) Specifi ed directors’ and specifi ed executives remuneration - FY2004 Specifi ed Directors Prof Hang Chang Chieh 48,934 - - - 48,934 Tan Cheng Leong 344,499 155,775 18,457 63,858 582,589 Samuel Wu Man Fan 342,955 14,047 2,160 32,403 391,565 Dr Lim Boh Soon 215,312 95,422 10,937 - 321,671 Warwick Desmond Davies 36,000 - 3,240 - 39,240 Michael Chye Hin Fah 32,134 - - - 32,134 Geraldine Ong Siew Ting 29,361 - - - 29,361 Christopher Tsim Lo Fai 36,000 - 3,240 - 39,240




22. Remuneration of specifi ed directors and specifi ed executives (cont’d)

(b) Specifi ed directors’ and specifi ed executives remuneration - FY2004 (cont’d)

Base Pension Other Emolument Bonuses Contributions Benefi ts Total $ $ $ $ $ Specifi ed Executives Stephen Wu Hon Fan 140,413 11,700 2,160 67,780 222,053 Lim Tock Yen 167,356 25,446 12,653 8,645 214,100 Allen Ong Pang Kheng 123,478 39,637 12,352 9,623 185,090 Run Run Cheng Hwa Meng 109,666 9,138 - 2,290 121,094 Lim Kheng Joo 78,295 10,603 8,743 2,936 100,577

(c) Warrants (Options) holdings of specifi ed directors and specifi ed executives - FY2005 These warrants (options) were issued to certain directors and executives on 4 June 2004 as disclosed below. The warrants

(options) were not issued as part of remuneration, but are part of the company right issue. Each warrant (option) entitles the holder to subscribe for one fully paid ordinary share in the entity at an exercise price of S$0.18 (equivalent to A$0.14). The warrants (options) may be exercised anytime from 4 June 2004 to 3 June 2007.

Balance Options Balance @ 1.7.04 sold @ 30.6.05 Specifi ed Directors Professor Hang Chang Chieh - - - Tan Cheng Leong 21,157,255 5,000,001* 16,157,254 Samuel Wu Man Fan 7,862,461 - 7,862,461 Dr Lim Boh Soon 150,000 75,000** 75,000 Warwick Desmond Davies - - - Lim Kheng Joo - - - Philip Loong Tien Choon - - - Christopher Tsim Lo Fai - - -

29,169,716 5,075,001 24,094,715

Specifi ed Executives Stephen Wu Hon Fan - - - Allen Ong Pang Kheng - - - Colin Lim Tow Hin - - - Lim Tock Yen 5,004,000 - 5,004,000 Run Run Cheng Hwa Meng 191,000 - 191,000

5,195,000 - 5,195,000

* These June 2007 warrants (options) were disposed by off -market transactions at S$0.085 (A$0.066) a warrant ** These June 2007 warrants (options) were disposed by market transactions at S$0.09 (A$0.07) a warrant




22. Remuneration of specifi ed directors and specifi ed executives (cont’d)

(c) Warrants (Options) holdings of specifi ed directors and specifi ed executives - FY2004 Balance Options Balance @ 1.7.03 Purchased @ 30.6.04 Specifi ed Directors Professor Hang Chang Chieh - - - Tan Cheng Leong - 21,157,255 21,157,255 Samuel Wu Man Fan - 7,862,461 7,862,461 Dr Lim Boh Soon - 150,000 150,000 Warwick Desmond Davies - - - Michael Chye Hin Fah - - - Geraldine Ong Siew Ting - 564,938 564,938 Christopher Tsim Lo Fai - - -

- 29,734,654 29,734,654

Specifi ed Executives Stephen Wu Hon Fan - - - Lim Tock Yen - 5,004,000 5,004,000 Allen Ong Pang Kheng - - - Run Run Cheng Hwa Meng - 191,000 191,000 Lim Kheng Joo - - -

- 5,195,000 5,195,000

(d) Other transactions and balances with directors and executives There are no other transactions and balances with directors and executives.

23. Remuneration of auditors Consolidated The Company 2005 2004 2005 2004 $ $ $ $ Amounts received or due and receivable by Ernst & Young for: a(i) - an audit or review of the fi nancial report of the chief entity 97,500 85,500 97,500 85,500

a(ii) - an audit or review of any other entity in the consolidated entity 347,409 333,000 - -

b) other services in relation to the entity and any other entity in the consolidated entity - Tax services 109,576 191,471 62,000 184,471 - AIFRS services 16,000 16,000 16,000 16,000 - Other services 109,737 - 32,000 -




23. Remuneration of auditors (cont’d) Consolidated The Company 2005 2004 2005 2004 $ $ $ $ Amount received or due and receivable by auditors other than Ernst & Young for: c) an audit or review of the fi nancial report of the subsidiary entities 38,653 32,000 - -

d) other services in relation to the entity and any other entity in the consolidated entity - Tax services 3,945 - - -

722,820 657,971 207,500 285,971

24. Hire purchase commitments Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000 Hire purchase payments are as follows: - Not later than 1 year 128 290 - - - Later than 1 year but not later than 5 years 91 314 - -

219 604 - -

Less amounts provided for in the fi nancial statements: Current (Note 16) 114 258 - - Non-current (Note 16) 77 285 - -

Total hire purchase liability 191 543 - -

Future fi nance charges not provided for in the fi nancial statements 28 61 - -

25. Earnings per share Consolidated 2005 2004

Basic earnings per share (cents per share) 0.50¢ 2.18¢ Diluted earnings per share (cents per share) 0.47¢ 2.16¢

The following refl ects the income and share data used in the calculations of basic and diluted earnings per share: Net Profi t 3,427 14,768




25. Earnings per share (cont’d) Consolidated 2005 2004 Adjustments: Net loss attributable to outside equity interests 66 329

Earnings used in the calculation of basic and diluted earnings per share 3,493 15,097

Weighted average number of shares used in the calculation of basic earnings per share 693,981,767 691,000,388

Eff ect of dilutive securities: Warrants (options) 40,734,169 6,768,524

Adjusted weighted average number of ordinary share used in calculating diluted earnings per share 734,715,936 697,768,912

26. Economic dependency

As a capital equipment distribution company, the Economy Entity enjoys good relationships with its customer and principals. Its prospects are dependent on the renewal of its distribution agreements which are eff ected annually. Its principal agencies have been with the Economic Entity for more than ten years.

27. Employee benefi ts and superannuation commitments

Employee Benefi ts Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000 The aggregate employee benefi t liability is comprised of: Accrued wages and salaries and on costs 802 1,483 - - Provisions (current) 556 423 - -

1,358 1,906 - -

Neither the Company, nor any entity within the Economic Entity has established or sponsored a superannuation or retirement of benefi t plan. Entities contribute superannuation to third party funds in compliance with statutory requirements.

Employees in Singapore are required to contribute to a government approved social insurance programme called the Central

Provident Fund (“CPF”). The maximum contribution for employee is 20% for wages and for employer is 13% from 1 October 2003 onwards.

Employees in Hong Kong come under a defi ned contribution Mandatory Provident Fund retirement benefi ts scheme (the “Scheme”)

under the Mandatory Provident Fund Schemes Ordinance. The Scheme became eff ective from 1 December 2000. Contributions are made based on a percentage of the employees’ basic salaries and are charged as expenses when they become payable in accordance with the rules of the Scheme. The assets of the Scheme are held separately from those of the Group in an independently administered fund. The Group’s employer contributions vest fully with the employees when contributed into the Scheme.




28. Related party disclosures

(a) The Directors of Autron Corporation Limited during the fi nancial year were:

Professor Hang Chang Chieh (appointed in March 2000) Tan Cheng Leong (appointed in November 1998) Samuel Wu Man Fan (appointed in July 2000) Dr Lim Boh Soon (appointed in November 2002) Lim Kheng Joo (appointed in March 2005) Warwick Desmond Davies (appointed in May 1997) Michael Chye Hin Fah (resigned in November 2004) Geraldine Ong Siew Ting (resigned in November 2004) Philip Loong Tien Choon (appointed in October 2004) Christopher Tsim Lo Fai (appointed in May 2002)

(i) Business/controlled entity acquisition Included in Consideration Payable in relation to - business/controlled entity acquisitions (Note 15) are the following balances

payable to directors (or interests associated with those directors) in respect of the acquisition of the Hong Kong, Malaysian and Taiwan businesses.

The equivalent of $1,946,000 is payable in cash to Samuel Wu (director of the parent entity and several subsidiaries), and other vendors of the Hong Kong subsidiary American Tec Company Limited, acquired on 1 July 2000. This balance will be settled by December 2005.

The equivalent of $10,870,000 is payable in cash to the vendors of the Malaysian subsidiary ER Mekatron Sdn Bhd and ER Mekatron Manufacturing Sdn Bhd, acquired on April 2005. This balance will be settled not later than 15 September 2005 to 31 December 2005. In addition, there is an amount $496,000 of performance consideration payable to the vendors in cash within 30 days of the auditors’ signing the audited accounts for the subsidiary ending 31 March 2006.

The equivalent of $63,000 of performance consideration is payable to the vendors of the Taiwan subsidiary, Yo Hua Corporation, acquired on December 2004. This amount will be payable within 60 days after the audited accounts for the subsidiary ending 31 December 2005 have been approved by the shareholders.

Intra-group transaction (ii) Loans

As at 30 June 2005, the parent entity had loans amounted to $6,028,000 (2004: $1,192,000) from its subsidiaries, Australasian Technology Corporation (NZ) Limited and American Tec Co Ltd. The loans bear an interest of prime lending rate less 1% per annum and 1.3% respectively and are not expected to be repaid in the next twelve months.

(iii) Sales/Purchases Finished product and spare parts are sold and purchased to meet customer needs within the wholly owned group at arm’s

length value.

(iv) Management Fees Costs incurred by group entities in respect of other entities are charged at cost to other group entities.




28. Related party disclosures (cont’d)

(b) Equity Instruments of Specifi ed Directors and Specifi ed Executives

Interest at balance sheet date Interest in the equity instruments of Autron Corporation Limited held by Directors of the reporting entity and their associates as

at 30 June 2005. Ordinary shares fully paid Ordinary shares fully paid Ordinary shares fully paid Directly held Indirectly held Total 2005 2004 2005 2004 2005 2004 Number Number Number Number Number Number Specifi ed Directors Professor Hang Chang Chieh - - - - - - Tan Cheng Leong - - 63,471,768 63,471,768 63,471,768 63,471,768 Samuel Wu Man Fan 23,587,384 23,587,384 - - 23,587,384 23,587,384 Dr Lim Boh Soon - - 450,000 450,000 450,000 450,000 Lim Kheng Joo - - - - - - Warwick Desmond Davies - - - - - - Christopher Tsim Lo Fai - - - - - - Philip Loong Tien Choon - - - - - - Michael Chye Hin Fah - - - - - - Geraldine Ong Siew Ting - - - 1,694,816 - 1,694,816

23,587,384 23,587,384 63,921,768 65,616,584 87,509,152 89,203,968

Specifi ed Executives Stephen Wu Hon Fan - - - - - - Colin Lim Tow Hin - - - - - - Lim Tock Yen 15,011,307 15,011,307 - - 15,011,307 15,011,307 Allen Ong Pang Kheng - - - - - - Run Run Cheng Hwa Meng 531,292 572,292 - - 531,292 572,292

15,542,599 15,583,599 - - 15,542,599 15,583,599

Movements in directors’ equity holdings Continuing directors’ entitlements are unchanged. However, during the fi nancial year, the total direct shareholdings by directors

in Autron decreased from 89,203,968 to 87,509,152 due to the resignation of a director.

(c) Amount due from a Specifi ed Director As at 30 June 2005, American Tec Company Limited (a subsidiary of the group) has provided travel advance to a director of

amount $69,000.




29. Acquisition/disposal of controlled entities/operations

The following entities and operations were acquired or disposed of during the fi nancial year.

Net tangible assets at date Consolidated The of disposal/ profi t on Company’s Consideration acquisition disposal interest $’000 $’000 $’000 % Acquisitions 2005 Yo Hua Corporations 2,594 1,237 N/A 80

On 24 December 2004, the Group completed its acquisition of Yo Hua Corporation.

ER Mekatron Sdn Bhd and ER Mekatron Manufacturing Sdn Bhd 10,888 3,901 N/A 80

On 8 April 2005, the Group completed its acquisition of ER Mekatron Sdn Bhd and ER Mekatron Manufacturing Sdn Bhd.

2004 Fine Pulse Sdn Bhd 7,004 6,460 N/A 100

On 8 April 2004, the Group completed its acquisition of Fine Pulse Sdn Bhd.

Disposals 2005

No disposals - - - -

2004 Smartag(S) Pte Limited

On 29 June 2004, Autron Corporation Ltd disposed 52% of the share capital of Smartag(S) Pte Ltd at a consideration of $4,428,000.

30. Statement of Cash Flows Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000 (i) Reconciliation of Cash Cash at the end of the year is shown in the balance sheet as: Cash at bank and on hand 4,537 12,563 (93) 1,558 Deposits with fi nancial institutions 5,193 1,714 - - Bank overdraft - unsecured (10,394) (7,805) (1,949) (2,014)

(664) 6,472 (2,042) (456)




30. Statement of Cash Flows (cont’d) Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

(ii) Reconciliation of Net Cash Flows from operating activities with operating profi t after income tax expense Profi t/(Loss) from ordinary activities after income tax expenses 3,427 14,768 (1,491) 9,905 Non-cash items: Depreciation and amortisation 6,801 5,870 3,319 3,619 Interest expense 1,489 - 326 174 Provision for diminution in investment - - - 239 Dividend receivable - - (5,678) (10,000) Profi t on sale of investment in subsidiary - - - (3,584) (Gain)/Loss on sale of Property, Plant & Equipment (3,566) (2) - - Increase/(Decrease) in income tax provision (2,294) 2,890 512 - Increase/(Decrease) in deferred tax liability 311 743 - - Increase/(Decrease) in doubtful debts provision 138 641 - - Bad debts written off 232 39 1,631 - Foreign exchange diff erence (2,211) 969 (1,833) (36) Provision for stock obsolescence 1,167 70 - - Impairment of goodwill 4,000 - 3,309 - Impairment of development cost 955 - - - Property, Plant & Equipment written off 38 27 - - Inventories written off 759 - - - Changes in assets and liabilities Debtors (16,008) (40,687) (993) (54) Inventories (2,674) (12,531) - - Creditors (22,783) 10,094 (307) (784)

Net cash fl ows from operating activities (30,219) (17,109) (1,205) (521)

(iii) Net cash fl ows from acquisition of controlled entity Acquisition of controlled entity Property, Plant & Equipment 6,761 11,072 Investment 378 - Inventories 722 - Debtors 2,610 681 Cash balances 2,788 1,637 Creditors (7,928) (6,930) Term loan (193) -

Net asset acquired 5,138 6,460 Goodwill arising from acquisition 8,344 544

Consideration 13,482 7,004

Cash payable for acquisition (13,482) (7,004) Cash paid for acquisition in current year (2,594) (3,225) Cash paid for acquisition from prior year (3,779) - Cash included in net assets acquired 2,788 1,638 Cash paid for purchase of controlled entities as refl ected in the statement of cash fl ows (3,585) (1,587)

Cash remaining payable at year end (10,888) (3,779)




30. Statement of Cash Flows (cont’d) Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000 (iv) Net cash fl ows from disposal of controlled entity Disposal of controlled entity Property, Plant & Equipment - 646 Inventories - 977 Debtors - 537 Cash balances - 169 Deferred expenditure - 42 Creditors - (1,239)

Net asset disposed - 1,132 Cash included in net assets acquired - 169 Cash receivable for sale of controlled entity as refl ected in the statement of cash fl ows - 963

(v) Financing facilities available At balance sheet date, the following fi nancing facilities had been negotiated and were available: Total facilities available at balance sheet date Bank overdraft 12,739 8,158 - - Bank loans 46,365 37,493 - - Trade fi nance 75,797 79,658 - -

134,901 125,309 - -

Facilities used at balance sheet date Bank overdraft 10,394 7,805 - - Bank loans 39,660 37,382 - - Trade fi nance 57,942 23,875 - -

107,996 69,062 - -

Facilities unused at balance sheet date Bank overdraft 2,345 353 - - Bank loans 6,705 111 - - Trade fi nance 17,855 55,783 - -

26,905 56,247 - -

The trade fi nance facility of the controlled entities is secured by corporate guarantee from parent entity – Autron Corporation

Limited.

(vi) Non-Cash fi nancing activities Finance lease transactions

During the year the consolidated entity acquired plant and equipment with an aggregate value of $890,000 (2004: $1,171,629), by means of fi nance leases.




31. Commitments

(a) At 30 June 2005, there were commitments under operating leases of land and buildings to make payments in the following year as follows:

Consolidated The Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Within 1 year 2,225 1,006 - - After 1 year but within 5 years 6,133 1,592 - - After 5 years 10,440 3,974 - -

18,798 6,572 - -

32. Events Subsequent to Balance Sheet Date

On 22 July 2005, Dr Lim Boh Soon tendered his resignation as one of the Company’s Executive Director, due to deteriorating health reasons. He will serve out his notice period of 6 months with the Company and then continue to work as an advisor to the Company’s Board of Directors on corporate projects.

The Company has disposed its non-core business of Fine Pulse Sdn Bhd for a consideration of RM100,000,000 (equivalent

of $35,125,000) in September 2005. The proceeds will be used partly to acquire another Fuji distributor in China, Smartech Enterprise Company Limited and Smartech Electronics Company Limited and to repay current amounts owing relating to the purchase of Fine Pulse.

Consequent on the sale of Fine Pulse the group will, when it repays the Convertible Preference Shares (refer Note 16), be required to pay an additional amount of $6.2 million approximately to the holders of those shares. An expense of approximately $5.5 million will be recorded in the year ended 30 June 2006 and will reduce the gain on the sale of Fine Pulse.

33. Impact of Adopting AASB Equivalents to IASB Standards

The Company and its controlled entities have commenced transitioning its accounting policies and fi nancial reporting from current Australian Standards to Australian equivalents of IASB standards. The company has allocated internal resources and engaged expert consultants to perform diagnostics and conduct impact assessments to isolate key areas that will be impacted by the transition to IASB Standards. Set out below are the key areas where accounting policies will change and may have an impact on the fi nancial report of the Company. At this stage, the Company has not fi nalised its transition process nor has it quantifi ed the resulting impact on the fi nancial report. This process will be fi nalised over the coming months. The Company is committed to a successful transition process and meeting all of its reporting requirements. The AASB 1047 disclosures are management’s best estimates of the quantitative impact of the changes as at the date of preparing the 30 June 2005 fi nancial report. The actual eff ects of transition to AIFRS may diff er from the estimates disclosed due to (a) ongoing work being undertaken by the AIFRS project teams; (b) potential amendments to AIFRSs and Interpretations thereof being issued by the standard-setters and IFRIC; and (c) emerging accepted practice in the interpretation and application of AIFRS and UIG Interpretations.




33. Impact of Adopting AASB Equivalents to IASB Standards (cont’d)

Goodwill Under the AASB 3 Business Combinations goodwill will no longer be able to be amortised but instead will be subject to annual

impairment testing, or more frequently if events or changes in circumstances indicate that the asset might be impaired. This will result in a change in the group’s current accounting policy which amortises goodwill over its useful life but not exceeding 20 years. Under the new policy, amortization will no longer be charged, but goodwill be written down to the extent it is impaired.

Impairment of Assets Under the AASB 136 Impairment of Assets the recoverable amount of an asset is determined as the higher of net selling price and

value in use. This will result in a change in the group’s accounting policy which determines the recoverable amount of an asset on the basis of undiscounted cash fl ows. Assets will be assigned to cash-generating units which will be tested for impairment - this is previously not performed by the group. Under the new policy it is likely that impairment of assets will be recognized sooner and that the amount of write-downs will be greater.

Intangible Assets Under the AASB 138 Intangible Assets, non-competition agreements will be subject to impairment testing in certain circumstances.

The Company carries its non-competition agreements currently at cost and amortised over a period of 3 to 5 years (depending on the time of payment). The Company will need to perform impairment testing of its non-competition agreements in later periods when impairment indicators are present.

Income Taxes Under the AASB 112 Income Taxes, the Company will be required to use a balance sheet liability method which focuses on the tax

eff ects of transactions and other events that aff ect amounts recognized in either the Statement of Financial Position or a tax-based balance sheet. The most signifi cant impact will be the recognition of a deferred tax liability in relation to the asset revaluation reserve. Previously, the capital gains of asset revaluations were not recognised.

Functional Currency Under the AASB 121 “The Eff ects of Changes in Foreign Exchange Rates”, the Company will be required to assess their functional

and reporting currencies. The Group must determine its functional currency for the subsidiaries and measure its results and fi nancial position in that currency. Functional currency is defi ned as the currency of the primary economic environment in which the entity operates. The subsidiaries’ functional currency may be diff erent to their reporting currency due to the use of USD for buy/sell transactions throughout the group, increasing trade with China for both Hong Kong and Taiwan operations and subsidiaries being operated from countries that they are not domiciled in.

Classifi cation of Financial Instruments Under AASB 139 Financial Instruments will be required to be classifi ed into one of fi ve categories which will, in turn, determine the

accounting treatment of the item. The classifi cations are loans and receivables – measured at amortised cost, held to maturity – measured at amortised cost, held for trading – measured at fair value with fair value changes charges to net profi t or loss, available for sale – measured at fair value with fair value changes taken to equity and non trading liabilities – measured at amortised cost. This will result in a change in the current accounting policy that does not classify fi nancial instruments. Current measurement is at amortised cost, with certain derivative fi nancial instruments not recognized on balance sheet.




34. Segment information-Primary segment

Business segments ($’000) Distribution Manufacturing Other Elimination Total 2005 2004 2005 2004 2005 2004 2005 2004 2005 2004 Revenue Sales outside the group 180,613 187,806 16,221 12,204 - - - - 196,834 200,010 Other revenue 1,640 2,644 1,353 1,442 2,636 27 (1,971) - 3,658 4,113 Intersegment revenues 16,520 14,023 456 693 14,747 15,928 (31,723) (30,644) - - Sale proceeds from disposal of non current assets 60 43 11,223 - 1 - - - 11,284 43 Profi t on disposal of subsidiary - - - - - 3,585 - 785 - 4,370 Total segment revenue 198,833 204,516 29,253 14,339 17,384 19,540 (33,694) (29,859) 211,776 208,536 Unallocated revenue - -

Total consolidated revenue 211,776 208,536

Results Segment result 8,654 16,620 578 1,375 984 10,426 (4,308) (10,180) 5,908 18,241

Unallocated expenses - - Consolidated entity profi t from ordinary activities before income tax expenses 5,908 18,241 Income tax expense (2,481) (3,473)

Consolidated entity profi t from ordinary activities after income tax expense 3,427 14,768 Extraordinary item - -

Net Profi t 3,427 14,768

Assets Segment assets 271,222 209,089 56,648 38,561 119,179 128,848 (179,289) (137,017) 267,760 239,481

Unallocated assets - -

Total assets 267,760 239,481

Liabilities Segment liabilities 207,305 144,396 38,110 24,624 40,310 46,786 (109,557) (72,789) 176,168 143,017

Unallocated liabilities - -

Total liabilities 176,168 143,017




34. Segment information-Primary segment (cont’d)

Business segments ($’000) Distribution Manufacturing Other Elimination Total 2005 2004 2005 2004 2005 2004 2005 2004 2005 2004 Other segment information: Acquisition of property, plant and equipment 3,101 1,838 13,052 807 94 197 - - 16,247 2,842 Depreciation 1,087 895 2,098 1,421 96 62 - - 3,281 2,378 Amortisation 431 161 27 52 3,395 3,619 (330) (340) 3,523 3,492 Non-cash expenses other than depreciation and amortisation 2,963 2,362 1,152 200 6,032 577 (4,005) (1,390) 6,142 1,749

Geographical segments ($’000) North Asia South East Asia Others Elimination Total 2005 2004 2005 2004 2005 2004 2005 2004 2005 2004

Segment revenue 103,806 105,265 128,532 117,435 13,132 15,697 (33,694) (29,861) 211,776 208,536 Segment assets 108,203 92,350 235,608 176,680 103,238 107,468 (179,289) (137,017) 267,760 239,481

Other segment information: Acquisition of property, plant and equipment 2,715 1,002 13,528 1,840 4 - - - 16,247 2,842

35. Financial Instruments

(a) Interest Rate Risk Interest Rate Risk Exposures - 2005

The economic entity’s exposure to interest rate risk and the eff ective weighted average interest rate for each class of fi nancial assets and fi nancial liabilities is set out below

Weighted Floating Non- Average Interest 1 Year 5 Years Interest Interest Rate Rate or less 1-5 Years or greater bearing Total % $’000 $’000 $’000 $’000 $’000 $’000 Financial Assets Cash 2-3 4,537 5,193 - - - 9,730 Receivables 4-10 - 7,788 6,560 - 104,425 118,773

4,537 12,981 6,560 - 104,425 128,503

Financial Liabilities Bank overdraft 5.2 10,394 - - - - 10,394 Payables 1.5 - - - 1,339 60,000 61,339 Trade fi nancing 5.0 52,142 - - - - 52,142 Term loans 4.1 - 16,225 10,058 - - 26,283 Other loan 5.6 - 12,652 6,977 - - 19,629 Hire purchase liabilities 3.4 - 114 77 - - 191 Finance lease payables 5.0 - 881 560 - - 1,441

62,536 29,872 17,672 1,339 60,000 171,419




35. Financial Instruments (cont’d)

(a) Interest Rate Risk Interest Rate Risk Exposures - 2004

The economic entity’s exposure to interest rate risk and the eff ective weighted average interest rate for each class of fi nancial assets and fi nancial liabilities is set out below

Weighted Floating Non- Average Interest 1 Year 5 Years Interest Interest Rate Rate or less 1-5 Years or greater bearing Total % $’000 $’000 $’000 $’000 $’000 $’000 Financial Assets Cash 0.2 12,563 1,714 - - - 14,277 Receivables 4 - 2,255 2,727 - 103,777 108,759 12,563 3,969 2,727 - 103,777 123,036

Financial Liabilities Bank overdraft 5.1 7,805 - - - - 7,805 Payables N/A - - - - 67,252 67,252 Bills payable/trade fi nancing 3.3 23,875 - - - - 23,875 Term loans 2.6 - 12,109 22,995 - - 35,104 Other loan 3.2 - 2,199 78 - - 2,277 Hire purchase liabilities 5.8 - 258 285 - - 543

31,680 14,566 23,358 - 67,252 136,856

(b) Credit Risk Exposures The consolidated entity’s maximum exposures* to credit risk at reporting date in relation to each class of recognised fi nancial

assets, other than derivatives, is the carrying amount of those assets in the statement of fi nancial position.

Concentration of credit risk The company minimises concentration of credit risks in relation to trade receivables by undertaking transactions with a large

number of customers from across the range of geographical segments in which the group operates.

Concentration of credit risk on trade receivables arise in the following geographical segments: Maximum credit risk exposure* for each concentration

Percentage of total $000 trade debtors Geographical Segment 2005 2004 2005 2004 South East Asia 81.0 54.0 79,211 49,407 North Asia 19.0 46.0 18,807 42,232

100 100 98,018 91,639

* The maximum credit risk exposure does not take into account the value of any collateral or other security held, in the event other entities/parties fail to perform their obligations under the fi nancial instruments in question.




35. Financial Instruments (cont’d)

(b) Credit Risk Exposures (cont’d) Credit risk in trade receivables is managed in the following ways:

payment terms are normally 30 days; Selected customers are given credit terms of up to 360 days. a risk assessment process is used for fi rst-time customers.

(c) Net-Fair Value of Financial Assets and Liabilities Monetary fi nancial assets and liabilities not readily traded in organised fi nancial market are determined by valuing them at the

present value of contractual future cash fl ows on amounts due from customers or due to suppliers. Cash fl ows are discounted using standard valuation techniques at the applicable market yield having regard to the timing of the cash fl ows. The carrying amount of bank deposits, accounts receivable, accounts payable and loans approximate net fair value due to the short-term to maturity or underlying nature and agreement of asset/liability. There is no diff erence between fair values and carrying amounts of assets and liabilities.

36. Comparative Figures

The comparative fi gures have been adjusted to conform with the current presentation.




directors’ declaration

In accordance with a resolution of the directors of Autron Corporation Limited, I state that:

(1) In the opinion of the directors:(a) the fi nancial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act

2001, including:

(i) giving a true and fair view of the company’s and consolidated entity’s fi nancial position as at 30 June 2005 and of their performance for the year ended on that date; and

(ii) complying with Accounting Standards and Corporations Regulations 2001; and

(b) there are reasonable grounds to believe that the company, Autron Corporation Limited will be able to pay its debts as and when they become due and payable.

(2) This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the fi nancial year ending 30 June 2005.

Dated at Singapore this 30th day of September 2005

This declaration is made in accordance with a resolution of the Board of Directors.

Lim Kheng Joo Group Executive Director



independent audit report

To the members of Autron Corporation Limited

Scope The fi nancial report and directors’ responsibilityThe fi nancial report comprises the statement of fi nancial position, statement of fi nancial performance, statement of cash fl ows, accompanying notes to the fi nancial statements, and the directors’ declaration for Autron Corporation Limited (the company) and the consolidated entity, for the year ended 30 June 2005. The consolidated entity comprises both the company and the entities it controlled during that year.

The directors of the company are responsible for preparing a fi nancial report that gives a true and fair view of the fi nancial position and performance of the company and the consolidated entity, and that complies with Accounting Standards in Australia, in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the fi nancial report.

Audit approachWe conducted an independent audit of the fi nancial report in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the fi nancial report is free of material misstatement. The nature of an audit is infl uenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the fi nancial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia, and other mandatory fi nancial reporting requirements in Australia, a view which is consistent with our understanding of the company’s and the consolidated entity’s fi nancial position, and of their performance as represented by the results of their operations and cash fl ows.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the fi nancial report, and assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of signifi cant accounting

estimates made by the directors.

While we considered the eff ectiveness of management’s internal controls over fi nancial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

We performed procedures to assess whether the substance of business transactions was accurately refl ected in the fi nancial report. These and our other procedures did not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the company.



IndependenceWe are independent of the company and the consolidation entity and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration [a copy of which is included in the Directors’ Report]. In addition to our audit of the fi nancial report, we were engaged to undertake the services disclosed in the notes to the fi nancial statements. The provision of these services has not impaired our independence.

Audit opinionIn our opinion, the fi nancial report of Autron Corporation Limited is in accordance with:

(a) the Corporations Act 2001, including:

(i) giving a true and fair view of the fi nancial position of Autron Corporation Limited and the consolidated entity at 30 June 2005 and of their performance for the year ended on that date; and

(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and

(b) other mandatory fi nancial reporting requirements in Australia. Ernst & Young

David N BalcombePartnerMelbourne30 October 2005

independent audit report (cont’d)



additional informationas at 16 September 2005

Shareholders’ Information SharesNumber of shares on issue : 694,157,369Class of shares : ordinary, fully paidVoting rights : one vote per share

Buy-Back 1. In February 2004 the Company announced the establishment of an on-market Buy-Back Plan. The Plan covered the period

12 March 2004 to 11 March 2005, both inclusive and was entitled to buy-back up to 29,800,000 shares. Under this Plan the Company bought-back, on-market in Singapore, an aggregate of 1,459,000 shares at an average of S$0.22528 a share. All such 1,459,000 shares were bought-back in FY 2004.

2. Since 11 March 2005 and as at the date of this report there have been and are no further Buy-Back Plans.

Distribution of Shareholdings Size of Shareholdings No. Holders % Holders Shares held % Shares held1-1000 354 5.53% 89,818 0.01%1001-5000 673 10.51% 2,628,985 0.38%5001-10000 1,297 20.26% 12,258,792 1.77%10001-100000 3,593 56.11% 133,087,165 19.17%100001-OVER 486 7.59% 546,092,609 78.67%

6,403 100.00% 694,157,369 100.00%

Marketable Parcels - Shares Holdings that are less than a marketable parcel of the Company’s ordinary fully paid shares as at 16 September 2005 at a closing price of A$0.11 a share consisted of a total of 693 holders each holding a parcel of less than 4,546 shares and covering an aggregate of 1,056,182 shares.

Twenty Largest Share Holdings No. of Percentage ofName of Shareholder Shares Held Issued SharesCITIBANK NOMS S’PORE PTE LTD 54,746,490 7.89%RAFFLES NOMINEES PTE LTD 51,716,000 7.45%DBS VICKERS SECS (S) PTE LTD 34,108,326 4.91%CITIBANK CONSUMER NOMS PTE LTD 33,354,422 4.81%WATERWORTH PTE LTD 32,000,000 4.61%OCBC SECURITIES PRIVATE LTD 26,026,250 3.75%HONG LEONG FINANCE NOMINEES PL 24,070,000 3.47%YING TZE WAH 23,846,695 3.44%WU MAN FAN 23,587,384 3.40%KIM ENG SECURITIES PTE. LTD. 20,017,827 2.88%LIM TOCK YEN 15,011,307 2.16%UOB KAY HIAN PTE LTD 11,446,382 1.65%HL BANK NOMINEES (S) PTE LTD 10,177,343 1.47%LEE KEE CHYE MARCUS 7,287,000 1.05% PHILLIP SECURITIES PTE LTD 5,750,630 0.83%WONG SWEE CHUN 5,041,200 0.73%NG KIM MING 3,708,626 0.53%CIMB-GK SECURITIES PTE. LTD. 3,682,864 0.53%UNITED OVERSEAS BANK NOMINEES 3,458,666 0.50%LEE KIANG PENG 3,140,000 0.45%

Total Twenty Largest Shareholdings 392,177,412 56.50%

Total Issued Shares 694,157,369



Substantial Shareholdings The following Substantial Shareholding(‘SSH’) has been declared to the Company:

Holder Entitlement to Date of SSH No. securities Notice Autron Corporation Ltd & Associates (*) 99,558,787 23.05.03 (*) pursuant to a Letter of Undertaking dated 23 May 2003 the Company and the following executives entered into an agreement for the non-disposal of securities held by: Tan Cheng Leong 63,471,768Samuel Wu Man Fan 21,075,712 Lim Tock Yen 15,011,307

Warrant Holders’ Information Warrants Number of Warrants on issue : 230,826,957Expiry Date of Warrants : 3 June 2007Exercise price : S$0.18 Entitlement : Upon exercise to receive one ordinary fully paid shareVoting rights : none

Distribution of Warrants HoldingsSize of Warrants holdings No. Holders % Holders Warrants held % Warrants held1-1000 63 0.98% 44,945 0.01%1001-5000 387 6.04% 1,489,074 0.21%5001-10000 439 6.86% 3,563,257 0.51%10001-100000 1,006 15.71% 36,922,720 5.32%100001-OVER 215 3.36% 188,806,961 27.20%

2,110 32.95% 230,826,957 33.25%

Marketable Parcels - Warrants Holdings that are less than a marketable parcel of the Company’s warrants as at 16 September 2005 at a closing price of A$0.053 a warrant consisted of a total of 723 holders each holding a parcel of less than 9,434 warrants and covering an aggregate of 3,438,595 warrants.

Twenty Largest Warrant Holdings No. of Percentage ofName of Warrant Holders Warrants Held Issued WarrantsOCBC SECURITIES PRIVATE LTD 15,917,663 6.90%CITIBANK NOMS S’PORE PTE LTD 14,076,652 6.10%WATERWORTH PTE LTD 14,000,000 6.07%YING TZE WAH 7,948,898 3.44%WU MAN FAN 7,862,461 3.41%KIM ENG SECURITIES PTE. LTD. 7,471,666 3.24%CITIBANK CONSUMER NOMS PTE LTD 6,147,282 2.66%DBS VICKERS SECS (S) PTE LTD 5,649,998 2.45%THIAN YIM PHENG 5,434,000 2.35%LIM TOCK YEN 5,004,000 2.17%RAFFLES NOMINEES PTE LTD 5,000,000 2.17%PHILLIP SECURITIES PTE LTD 4,647,659 2.01%UOB KAY HIAN PTE LTD 4,523,998 1.96%HL BANK NOMINEES (S) PTE LTD 3,994,665 1.73%HONG LEONG FINANCE NOMINEES PL 3,473,664 1.50%FONG CHENG KEE 3,424,000 1.48%TEO CHIANG SONG 3,000,000 1.30%CIMB-GK SECURITIES PTE. LTD. 2,983,982 1.29%NG KENG TEONG 2,914,000 1.26%WONG SWEE CHUN 2,843,733 1.23%

Total Twenty Largest Warrant holdings 126,318,321 54.72%

Total Issued Warrants 230,826,957

additional information (cont’d)as at 16 September 2005


1 Mission Statement

2 Chairman’s Message

3 Group Executive Chairman’s Statement

4 Board of Directors

5 Signifi cant Events

6 Corporate Directory

7 Corporate Information

8 Financial Review

Contents

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Autron AR05 Cover FA.indd 2Autron AR05 Cover FA.indd 2 10/10/05 6:31:31 PM10/10/05 6:31:31 PM

Annual Report 2005

Growth and Value Creation

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Global Headquarters

Autron Corporation Limited 53 Serangoon North Avenue 4 Singapore 555852Tel : (65) 6538 7055 Fax : (65) 6536 9790 www.autroncorp.com ABN 25 002 876 182

Autron Corporation Limited is an unrelated and distinct entity to Autron Electronics Pty Ltd

Autron AR05 Cover FA.indd 1Autron AR05 Cover FA.indd 1 10/10/05 6:31:30 PM10/10/05 6:31:30 PM

NOTICE OF 2005 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

The Annual General Meeting is to be held on Wednesday, 30 November 2005 at 10.00 a.m. at the Offi ces of Landers & Rogers, Lawyers

Level 12, 600 Bourke Street, Melbourne, Vic Australia 3000

THIS IS AN IMPORTANT DOCUMENT

If you are in doubt as to the action you should take, please consult with your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.

(ABN 25 002 876 182)

notice of twenty first annual general meeting

annual report 2005

Notice is given that the 21st Annual General Meeting of Autron Corporation Limited (“Company”) will be held on:

Date : Wednesday, 30 November 2005Time : 10.00 a.m.Venue : The Offices of Landers & Rogers, Lawyers, Level 12, 600 Bourke Street, Melbourne, Vic Australia, 3000

BUSINESS

1 Financial Statements and Reports To receive and consider the Consolidated Financial Report and the Reports of the Directors and of the Auditor for the financial year ended 30 June 2005 which

are contained in the 2005 Annual Report.

2 Remuneration Report

Resolution no. 1

To consider and, if thought fit, resolve to adopt the remuneration report for the year ended 30 June 2005 as disclosed in the Director’s Report.

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

3 Election of Directors To consider and, if thought fit, pass separately each of the following resolutions as an ordinary resolution:

Resolution no. 2

Chris Tsim Lo Fai “That Chris Tsim Lo Fai, a Director retiring by rotation in accordance with Clause 12.9(A) of the Constitution of the Company and the Listing Rules of the

Australian Stock Exchange Limited, being eligible and having offered himself for re-appointment, be and is re-appointed as a Director of the Company.”

Warwick Desmond Davies “That Warwick Desmond Davies, a Director retiring by rotation in accordance with Clause 12.9(A) of the Constitution of the Company and the Listing Rules of

the Australian Stock Exchange Limited, being eligible and having offered himself for re-appointment, be and is re-appointed as a Director of the Company.”

Resolution no. 3

Lim Kheng Joo “That Lim Kheng Joo, a Director having been appointed since the last Annual General Meeting, retires in accordance with the Constitution of the Company

and, being eligible and having offered himself for re-election, be and is re-elected as a Director of the Company”

4 Any Other Business

That may properly be considered by the Meeting.

Dated: 13 October 2005

BY ORDER OF THE BOARD

Mourice Reginald Garbutt, FCIS, CPACompany Secretary

annual report 2005

notice of twenty first annual general meeting (cont’d)

NOTES:

1 Proxies A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies. If two proxies are appointed, each proxy must be

appointed to represent a specific proportion or number of the member’s voting rights. A proxy need not be a member of the Company.

If members wish to appoint one proxy, please use the form provided. If you want to appoint two proxies please follow the instructions set out on the reverse side of the proxy form.

To be effective a proxy form and an original or notarially certified copy of the authority (if any) under which it is signed must be deposited at, or faxed to, the Company at:

Level 2, 90 William Street, Melbourne Victoria Australia 3000; or

sent by facsimile to (+613) 9605 5928, to arrive (in either case) no later than 10.00 a.m. (Melbourne time) on Monday 28 November 2005.

2 Explanatory Memorandum An explanation of each resolution is included in the accompanying Explanatory Memorandum.

3 Voting Entitlements The Board of Directors of the Company, pursuant to Section 1074E(2)(g) and Regulation 7.11.37 of the Corporations Act 2001 and Corporations Regulations

respectively, and as the convenor of the meeting, has determined that the shareholding of each member for the purpose of ascertaining voting entitlements for the Annual General Meeting will be as it appears on the Register of Members at 7.00 p.m. Melbourne time on Monday 28 November 2005.

On a show of hands, every person present and qualified to vote shall have one vote. If members appoint one proxy then that proxy may vote on a show of hands. However, if members appoint two proxies, neither may vote on a show of hands.

If members appoint a proxy who is also a shareholder or also a proxy for another shareholder, your directions may not be effective on a show of hands. However, upon a poll and upon your proxy voting on the poll then your voting direction will be fully counted. Should a poll be taken then the Company’s external Auditor, Ernst & Young, will act as scrutineer.

4 Voting Exclusion Statements(1) There are no voting exclusions applicable to the Items of Business as set out in the Notice of Meeting.(2) In approving the Notice of Meeting all resolutions as set out as the business of the meeting have the support and recommendation of all Directors

except in the case of the election of Directors where the relevant directors seeking re-election have abstained.

5 Questions and Comments by Members at the Meeting In accordance with the Corporations Act 2001, a reasonable opportunity will be given to members – as a whole – to ask questions about or make comments

on the management of the Company at the meeting.

Similarly, a reasonable opportunity will be given to shareholders – as a whole – to ask the Company’s external Auditor, Ernst & Young, questions relevant to: (a) the conduct of the audit; (b) the preparation and content of the Auditors’ Report; (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and (d) the independence of the Auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to Ernst & Young via the Company, no later than 5 business days before the Annual General Meeting. If the question is relevant to the content of Ernst & Young’s Audit Report or the conduct of its audit of the Company’s Financial Report for the year ended 30 June 2005.

Relevant written questions for Ernst & Young must be received no later than 5.00 p.m. (Melbourne time) on Wednesday 23 November 2005. A list of those relevant written questions will be made available to shareholder attending the AGM. Ernst & Young will either answer the questions at the AGM or table written answers to them at the AGM. If written answers are tabled at the AGM, they will be made available to shareholders as soon as practicable after the AGM.

Please send any written questions for Ernst & Young to the Company at the address on the proxy form or by facsimile (+613) 9605 5928 or to Autron Corporation Limited.

Level 2, 90 Williams Street, Melbourne Vic 3000 Australia or by email to [email protected] by no later than 5.00 p.m. (Melbourne time) on 23 November 2005.

MEMBERS ARE URGED TO COMPLETE ANY ONE OF THE “FOR”, “AGAINST” OR “ABSTAIN” BOXES ON THE PROXY FORM THEREBY GIVING A DIRECTED PROXY WHICH THEN CAN BE VOTED IN ACCORDANCE WITH YOUR WISHES.

proxy form

annual report 2005

(ABN 25 002 876 182)

TO: The Company Secretary Autron Corporation Limited (“Company”) Level 2, 90 William Street, Melbourne, Victoria Australia 3000 FAX: (+613 9605 5928)

Appointment of Proxy

I/We, [Name of member(s)]

of [Address]

being a member(s) of the Company and entitled to attend and vote

appoint as my/our proxy [Name of Proxy]

of [Address of Proxy]

or, failing him or her, the Chairman of the Annual General Meeting of the Company to be held on Wednesday, 30 November 2005, at the Offices of Landers & Rogers, Lawyers, Level 12, 600 Bourke Street, Melbourne,Vic Australia 3000 at 10.00 a.m., to vote for me/us at that meeting and at any adjournment of it.

Appointing a Second Proxy – If you wish to appoint two proxies, see overleaf, item 4.

VotingI/We direct my/our Proxy to vote in accordance with the directions below. Unless the Proxy is directed, they may vote or abstain as they think fit, as they will on any other matters arising at the meeting.

No. Resolutions For Against Abstain*

1 Adoption of the Remuneration Report2 Re-appointment of Chris Tsim Lo Fai as a Director3 Re-appointment of Warwick Desmond Davies as a Director4 Re-appointment of Lim Kheng Joo as a Director

Each resolution, is to be put as an Ordinary Resolution requiring a simple majority of members present and voting either in person, by proxy or properly constituted certificate of representation.

As noted in the Notes to Notice of Meeting the resolution to be put in relation to Remuneration Report is advisory only and non-binding upon the Company and/or the directors.

* If you mark the Abstain box for a particular item of business, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll, or if your votes entitlement cannot be voted by the Chairman of the Meeting, your votes will not be counted in computing the required majority on a poll. Accordingly, the Directors urge Members to lodge only “Directed” Proxy forms.

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Individual/Sole Director and Director Director/CompanySole Company Secretary

/ /

Contact Name Contact Daytime Telephone Date

annual report 2005

explanatory memorandum

Item 1Receive and consider the Financial and Other ReportsThis item of business is intended to provide members with the opportunity to raise and discuss any matter on the reports themselves and on the performance of the Company generally.

Item 2 Resolution no. 1Adoption of the Remuneration Report (Ordinary Resolution)The Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure ACT 2004(Cth))(“CLERP 9”) requires that a resolution be put to the members to adopt the Remuneration Report as disclosed in the Directors’ Report.

The vote on this resolution is advisory only and non-binding.

The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting.

The Remuneration Report is set out on pages 18 -21 of the Company’s 2005 Annual Report.

The report: explains the Board’s policies in relation to the nature and level of remuneration paid to directors, secretaries and senior managers within the Autron group; discusses the link between the Board’s policies and Autron’s performance; provides a detailed summary of performance conditions, explaining why they were chosen and how performance is measured against them; identifies the companies that Autron’s performance is measured against for the purpose of its long term incentive plan; sets out remuneration details for each director and for each member of Autron’s senior executive management team; and makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including executive directors.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board unanimously recommends that shareholders vote in favour of Resolution no. 1.

Election of DirectorsInformation about Directors who have been nominated for Election

Resolutions No. 2, 3 and 4Directors Chris Tsim Lo Fai and Warwick Desmond Davies each retire by rotation in accordance with the Constitution of the Company and, being entitled, offer themselves for re-election as Directors of the Company.

Director Lim Kheng Joo, having been appointed since the holding of the 2004 Annual General Meeting, and in accordance with the Constitution of the Company, retires and, being eligible offers himself for re-election as a Director of the Company.

To assist members in their consideration of the resolutions, a profile of each director follows:

Chris Tsim Lo FaiIndependent Director(appointed in May 2002 and last re-elected November 2002)

Mr Tsim has extensive experience in the important development and distribution of electronics products. He was Director of the Company’s Australian controlled entities, Microtel Australia Pty Ltd and Vision Tech (Aust) Pty Ltd prior to his current appointment.

Warwick Desmond DaviesIndependent Director(appointed in May 1997 and last re-elected November 2003)

Mr Davies is well experienced on retail and corporate finance. He was in the hospitality industry, owning and managing several hotels prior to his appointment to the Company’s Board of Directors in 1997. Mr Davies is a member of the Company’s Audit and Remuneration Committees.

Lim Kheng JooIndependent Director(appointed in March 2005)

Mr Lim joined the Company in 2001 and is the Group Chief Financial Officer of the Company. He has substantial experience in the accounting and finance field and is currently responsible for the group’s financial and reporting functions, treasury, budgeting as well as strategic planning and driving integration within the group. Mr Lim is also currently the Director of several of the group’s subsidiaries.

The Board of Directors (in each case, in the absence of the relevant director) unanimously recommends that members vote in favour of the re-election of Chris Tsim Lo Fai, Warwick Desmond Davies and Lim Kheng Joo.

Further details of these Directors and all other Directors and Senior Executives are contained in the 2005 Annual Report.

how to complete this proxy form

annual report 2005

Documents may be lodged:by posting, delivery or facsimile Level 2, 90 Williams Streetto Autron Corporation Limited at the address opposite: Melbourne Victoria 3000, Australia Facsimile: (+613) 9605 5928

1. Your Name and Address The Annual Report and Notice of Meeting documents have been sent to your name and address as it appears on the Share Register of Autron Corporation

Limited. If this information is incorrect, please advise the Company of your new details. Shareholders sponsored by a broker should advise their broker of any changes.

Please note you cannot change ownership of your shares using this form.

2. Appointment of a Proxy If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this

section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy and vote on your behalf. A proxy need not be a shareholder of Autron Corporation Limited.

3. Votes on items of Business You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your shares will be voted in accordance

with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy will vote as he or she chooses. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

4. Appointment of a Second Proxy If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company or (+613 9605 5917) or you may copy

this form.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If two Proxy Forms are received but no percentage or number of votes is indicated, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together in the facsimile transmission or in the same envelope.

5. Authorised Signature(s) You must sign this form as follows in the spaces provided:

Joint Holding : where the holding is in more than one name all of the holders must sign.Power of Attorney : to sign under a power of attorney, you must have already lodged this document with the share registry. If you have not

previously lodged this document for notation, please attach a certified photocopy of the power of attorney to this form when you return it.

Companies : a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the Company is to attend the meeting, the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company or share registry.

6. Lodgement of Proxy To be valid the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be

lodged with the Company:

(a) at Level 2, 90 William Street, Melbourne, Victoria 3000, Australia; (b) the registered office; or(c) by faxing it to fax number (+613) 9605 5928, not later than 10.00 a.m., Monday 28 November 2005 being 48 hours before the holding of the meeting.

Please note the voting exclusions that apply to the business of the meeting as set out in the Notice of Meeting dated 13 October 2005.

Members are urged to complete any one of the “FOR”, “AGAINST” OR “ABSTAIN” boxes thereby giving a directed proxy which then can be voted in all circumstances.