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DIRECTORS’ REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2007

The directors present their report
together with the financial report of
Amalgamated Holdings Limited
(“Company” or “Parent Entity”) and
the consolidated entity (“Group”), being
the Company and its controlled entities,
for the year ended 30 June 2007 and
the auditors’ report thereon.

CONTENTS OF
DIRECTORS’ REPORT

Page

Directors
Directors’ meetings
Company Secretary
Principal activities
Significant changes in the

state of affairs
Operating and financial review
Review of operations by division
Strategic plans by division
Dividends
Events subsequent to

reporting date
Likely developments
Directors’ interests
Tax consolidation
Indemnification and insurance

of directors and officers

Officers who were previously
partners of the audit firm
Remuneration report – audited
Corporate governance

statement
Auditor independence
Non-audit services provided

by KPMG
Rounding off

26
26
26
26

27
27
29
29
30

30
30
30
31

31

31
31

40
44

44
44

DIRECTORS

The directors of the Company in office at any time during or since the end of the
year are:

Mr AG Rydge (Chairman);
Mr AJ Clark (lead independent director);
Mr TC Ford;
Mr RM Graham;
Ms M Hellicar;
Mr JA O’Neill (appointed 14 December 2006); and
Mr DC Seargeant (Managing Director).

Particulars of the qualifications, experience and independence status of each director,
as at the date of this report, are set out in pages 10 and 11 of the Annual Report.

DIRECTORS’ MEETINGS

The number of directors’ meetings (including meetings of committees of directors)
and the number of meetings attended by each of the directors of the Company
during the financial year are:

Full Board
of Directors
meetings
Audit
Committee
meetings
Nomination and
Remuneration
Committee
meetings
Number of meetings held: 10 4 5
Number of meetings attended:
AG Rydge 10
AJ Clark 10
TC Ford 10
RM Graham 10
M Hellicar 10
JA O’Neill
(appointed 14 December 2006) 4
DC Seargeant 10
4
4
—(a)
4
—(a)
—(a)
3(b)
5
5
—(a)
5
—(a)
—(a)
4(b)

(a) Reflects non-requirement to attend meetings.
(b) Attended committee meetings by invitation.
COMPANY SECRETARY

Mr GC Dean CA, ACIS was appointed to the position of Company Secretary for
Amalgamated Holdings Limited in December 2002. GC Dean was Accounting
Manager for the Company (2001 – 2002) and was previously employed by an
international mining corporation and a regional accounting practice. GC Dean is
a Chartered Accountant and a member of Chartered Secretaries Australia.

PRINCIPAL ACTIVITIES

The principal activities of the Group during the course of the year were:

• motion picture exhibition in cinemas and drive-in theatres;
• ownership of cinema, drive-in, office and retail properties;
• operation of hotels, resorts and restaurants and ownership of hotel properties;
• ownership and operation of Thredbo Alpine Resort;
• ownership and operation of Featherdale Wildlife Park;
• ownership and operation of the State Theatre, Sydney;
• ownership and operation of Pier 26 Bar and Café, Sydney;
• supply of theatre and film laboratory equipment;
• operation of a film processing laboratory and post-production facility; and
• investment in shares in various listed and unlisted companies.
During the year, the Group completed the sale of the Pier 26 Bar and Café business.
Further details of this transaction are outlined in the significant changes in the state of
affairs section.

There were no other significant changes in the nature of the activities of the Group during the year.