Fed Square Pty Ltd ACN 085 731 479

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8 Annual Report

9 For the year ended 30 June 2010

Fed Square Pty Ltd ACN 085 731 479

Table of Contents

Chairman’s Statement ...... 1

Chief Executive Officer’s Report on Operations ...... 2

Key Performance Indicators 2009-10 ...... 18

Statement of Corporate Governance ...... 22

Directors’ Report ...... 27

Auditor-General’s Independence Declaration ...... 29

Comprehensive operating statement for the financial year ended 30 June 2010 ...... 30

Balance sheet as at 30 June 2010 ...... 31

Cash flow statement for the year financial ended 30 June 2010 ...... 32

Statement of changes in equity for the financial year ended 30 June 2010 ...... 33

Notes to the financial statements for the year ended 30 June 2010 ...... 34

Directors’ Declaration ...... 51

Audit Opinion ...... 52

Fed Square Pty Ltd ACN 085 731 479

Chairman’s Statement

I am pleased to provide the 2009/10 Fed Square Pty Ltd Annual Report.

Most recently the milestone of 60 million visits to Fed Square since 2002 was recorded. This figure is evidence of ongoing success and public engagement underpinned by comprehensive and effective business management. The Board and I continue to note such achievements and highlights as:

2,432 activities and events which are testament to the diversity of community and cultural activity in the state and the hard work and service ethos of our staff. Another year of strong financial performance with a surplus before depreciation of $4.8 million. Continued exemplary performance in risk management across such a wide range of asset, business and event operations. 99% visitor satisfaction with 90% of Victorians, at last count, saying that that Fed Square is great for The growth of our hallmark Light in Winter program and the extraordinary worldwide response to Rafael Lozano Hemmer‟s Solar Equation. June and July saw a significant rise in visitation as a result. Continuing national and international attention to Fed Square as a benchmark for great place management. Enhancements such as improved access and increased comfort for visitors. Positive results from our exploration of the „social media‟ space. The reduction in carbon footprint of nearly 60% over 3 years.

It has also been a year of achievements for our onsite partners. The NGV has opened its new Kids Corner offer as well as hosting the wonderful Rupert Bunny, Artist in Paris Exhibition and ACMI launched its engaging Screen Worlds permanent exhibition and opened the phenomenally successful Tim Burton exhibition. We were pleased to welcome the social enterprise, Streat, to the precinct as well as the No Vacancy Gallery and the popular ABBAWORLD exhibition.

Thank you to the staff and Board for their hard work and to all our stakeholders, especially the State Government of , for their continued enthusiasm and the for its welcome support of project initiatives.

John Harvey Chairman

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Fed Square Pty Ltd ACN 085 731 479

Chief Executive Officer’s Report on Operations

“Dear Management at Fed Square, I just heard that the BMW Edge has been offered to the Choir of Hope and Inspiration as their home venue and would like to congratulate you on this enlightened and generous decision made by your team. It is very heartening to me as a member of the Melbourne community who is particularly interested in music and the arts to read of this wonderful support and sponsorship from our foremost gathering place in Melbourne. I thank you for taking this step and I hope other venues will take your inspirational lead in actively supporting the community to re-engage and re-connect various groups who seek to promote the arts as an mechanism for an inclusive community. I will spread this excellent news to my friends and once again – well done Fed Square – proud of you!!” (private citizen - email)

INTRODUCTION I am pleased to report on continuing success across all areas of operation. Full year estimated visitation for 2009- 10 to was 8 million and the precinct is ranked in the top 2 of Victoria‟s leading destinations for domestic and international visitation with 56% of visitors coming from Melbourne, 7% from Regional Victoria, 19% from interstate and 19% from overseas.

Activity levels have remained consistently extremely high throughout the year with commercial, community, charitable, sporting, cultural and media activities reflecting and expressing Victoria‟s strengths. In total 2,432 activities were delivered over the full year with 80% free and accessible to the public. 6,414 media articles were generated with 851 being international. The most recent customer satisfaction survey showed 99% of visitors were satisfied with their visit and a significant 64% were extremely satisfied.

Fed Square Pty Ltd continues to perform strongly in financial terms with a net operating surplus for the year before depreciation of $4.821 million, an excellent outcome given ongoing sensitivities in the consumer market affecting various sources of revenue.

Notwithstanding these successes, we are mindful of the need to continually review and refresh both our organisation and the experiences in the precinct. With this in mind our corporate plan and performance measures for 2010-11 include aspirational focuses building on the successes of the past, sharpening our focus and fashioning our somewhat limited resources to achieve outside any comfort zone, as well as maintaining existing strengths.

We have reframed our strategic objectives to emphasise: Great Place - ensuring Fed Square is Melbourne‟s primary meeting place and enhancing our position as a “place leader”. Great Staff - the importance of being considered an „employer of choice‟. Great Delivery - being known as a „can do‟ organisation because of the quality and timeliness of service delivery. Great Business Practice - continuing to advance a sustainable business through attention to „best practice‟ commercial, asset, risk management and governance programs. Great Visitor Experience - our commitment to refining and refreshing all aspects of the unique Fed Square experience. Great Reputation - working systematically to ensure Fed Square is regarded locally, nationally and internationally as an urban success story.

Future documentation will report against these objectives.

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Fed Square Pty Ltd ACN 085 731 479

INTERNATIONAL POSITION - CONTEMPORARY WORLD SITE “Wander Federation Square... a modern marvel of , museums and all in one central city centre meeting spot.” ABC USA – A View from the Bay TV show – website

“When I think of buzzing cities, I think Times Square in New York, Federation Square in Melbourne, Trafalgar Square in .” Blog

“Sandstone, glass and zinc are the integral components of Federation Square. These come together as an exuberant jumble of cubic buildings, which sit around an extensive piazza. Walking, talking, lazing or café- grazing and gazing are the human face of this piazza, which is paved with around half a million cobblestones of Kimberley sandstone.” The Star Online – News

Increasingly Federation Square is being established as a worldwide benchmark for public space design and management. In this year we have continued to consult to colleagues across Australia and in the UK and Asia as well as collaborating on activities in Shanghai and Seoul.

We continue to position Federation Square as a hallmark image for Melbourne with a view to increasing tourism visitation. Examples include Fed Square being used as a hero image for: Melbourne such as in Tourism Australia's 'There's Nothing Like ..." campaign Tourism Victoria Brand Victoria Book The City of Melbourne's 'That's Melbourne' website postcard Victoria‟s contribution to the Shanghai World Expo

In total there were 851 international media placements predominantly in the and as well as a strong interest and some dedicated coverage in and Taiwan. Media articles in priority countries where we aim to source visitors are strong (UK 102, NZ 40, 14, China 26), as is the number of priority country tourism familiarisations (UK 6, NZ 4, Singapore 6, China 10). These follow establishment of networks with key tourism industry representatives in , Singapore and United Kingdom.

Representation with key tourism partners continued including with the Tourism Alliance Attractions Group, Backpacker Operator Alliance of Victoria Board, Tourism Victoria, Tourism Australia, Melbourne Convention & Visitors Burea. Production of bi-monthly tourism industry-specific, long lead e-newsletters provided a regular flow of information.

In the year there were numerous formal filming hires and hundreds of media filming moments including: The ABC Q&A program as part of the Melbourne Writers Festival So You Think You Can Dance Auditions Rush Production filming Bollywood Feature filming Sunrise Melbourne outdoor broadcasts

There has also been a continued focus on the international community via the consular and international visitor program with 33 events marked by flags and/or community ceremonies including Denmark, , , , , , , , , and the Republic of .

Rafael Lozano-Hemmer‟s Solar Equation attracted large scale interest and public acclaim from across the globe. Social media networks coverage was extensive including Facebook, Twitter, YouTube and Flickr as well as in significant news sites, blogs and websites such as Gizmodo, Switched On, Australian Design Review and Design Network. International online highlights included BBC (UK) – Front Page, Le Monde () – Front Page, The Guardian (UK), The Washington Post (USA), ABC News (USA), Times, The Star Phoenix (), El Norte () and the NASA Website.

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Fed Square Pty Ltd ACN 085 731 479

International artists have also been showcased in the BMW Edge in partnership with major festivals including the Melbourne International Jazz Festival‟s John Hollenbeck (USA), John Abercrombie (USA), Peter Brotzmann () & Brian Chase (USA),Charles Lloyd (USA) and Zakir Hussain (India), performances from the , the Melbourne International Arts Festival with artists from Germany and the Indian Film Festival Launch. Individual performances at this level included the Shanghai Youth Performing Arts Choir, Pasco Sa Nayon from the Philippines with music and dance performance, Marcin Wasileski, Northern European Jazz Trio, and the Indian Classical Music Concert.

International project collaborations have been furthered with two Australian Research Council (ARC) linkage projects. Firstly, in partnership with the Nabi Arts Centre in Korea, a cultural exchange process enabled a live site connection to celebrate the opening of The City for the Future in Incheon and to share content between our two cities. This project is ongoing with plans afoot for further cultural exchange and telematic innovation. The second ongoing ARC project relates to Paula Dawson‟s development of the world‟s largest hologram and the public exhibition is now scheduled for 2013 in the trench beneath the suspended deck of Federation Square. During the period we were also pleased to participate in an exchange which saw a senior member of the Leisure and Cultural Services Department undertake an extended training program with us.

Multicultural festivals/events have continued to comprise an important part of the program with 27 delivered in the year including Bengali New Year, Antipodes Festival, Buddha‟s Day and Multicultural Festival and Bollywood filming. In addition in June/July the Light In Winter featured 40 separate multicultural events within Gift of Light program, the highlight being the Winter Solstice celebration and the „Enlightened‟ film project presenting indigenous language subtitled from all 15 Gift of Light communities.

LEADING EDGE - EXCITING IDEAS AND INSPIRING EXPERIENCES “Fed Square are so great with things like this. Nice work Fed Square art curator dudes, whoever you are!” Blog

Fed Square “adds reams to Australia’s cultural capital and the flavour of the city centre.” Blog

“While we were in Melbourne, they had this awesome festival on called The Light in Winter – it’s an annual celebration of light, enlightenment and hope. It’s completely free and focuses on local and international artists, designers and multicultural communities with a series of light-based artworks and what’s referred to as a mid-winter Solstice Celebration. The photo above is actually one of those light-based artworks – an installation by world renown installation artist, Rafael Lozano-Hemmer, called Solar Equation...... It hangs in the middle of Fed Square, and changes colour and pattern by aid of five projectors on the top of buildings and is a representation of the Sun. The colour and pattern changes are actually controlled by live mathematical equations that simulate what can be seen on the surface of the sun, like the sunspots and flares and whatnot. You can control Solar Equation in real time simply with an iPhone or iPod touch by an app via Fed Square’s WIFI network. It’s pretty ingenious” Blog

A strong focus on new approaches to all areas of operations continued, resulting in the recognition by 85% of Victorians that Federation Square is a leading edge public place.

Innovation remains a strong theme in the program with outcomes such as Solar Equation. This piece demonstrated Fed Square's capacity for innovation in that several components of the installation, including the constantly evolving imagery, used the latest SOHO and STEREO solar observatory imaging available from NASA with the equations powering the custom-built software, being purpose-built for the project. In addition the 14m-diameter aerostat was specially created and was the largest spherical balloon in the world. Beyond these particular, constituent innovations, the work as a whole represented not only a world-first, but also the debut of any large-scale Rafael Lozano-Hemmer piece in Australia. Presenting such a unique work, destined to tour internationally, by one of the most significant visual artists of the 21st century, epitomised our approach to creative programming and producing.

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Fed Square Pty Ltd ACN 085 731 479

Additionally innovation has been demonstrated right across the program with 25% of program comprised of new initiatives such as the Next Wave Movie Marathon, six installations delivered in the Fracture Gallery, other arts installations such as Donna Marcus‟ „Re Entry‟, Melbourne International Jazz Festival „The Places Inbetween‟, Upright and Frivolous - Piano in the Upper Square and Ausdance Guerilla performances – all of which were produced or co-produced by Fed Square. Across the Multimedia platform there have been a number of instances of innovation including The RMIT University „My Tribe‟ screening of student video work, Notes from the Underground – undiscovered video art, curated by Melissa Delaney, RMIT, AUSthetic – Local video artists, Chunky Move Dance Company‟s dance videos and Reel Dance Company videos.

Skype has been used to extend connections such as during the Centre for Multicultural Youth's Homelands project (Gift of Light) where the Karen community hooked up with their homeland in Burma. The Screen has also seen a birthday celebration, the marriage proposals phenomenon; a live Opera Australia feed from the Opera House, a presentation by Stephen Wiltshire, London artist, ABC flash mob events and the streaming of Australian Fashion Week events. The sold out Tim Burton masterclass with Margaret Pommeranz was also streamed live and Melifera - RMIT „second life‟ screen works were presented.

On this note we have recently transitioned the delivery of Multi-media services from external providers to an in- house model. We are grateful to Circus Multi-media who have worked closely with us for nearly five years to shape this program. We will continue to work with them as relevant strategic projects arise especially in the international arena.

The annual KPI for ideas, discussion and debate has been doubled with the BMW Edge and Big Screen becoming substantially populated by this genre. Regular series‟ continue with Melbourne Conversations events including the Deakin Lectures, Conversations with the Archbishop, regular Monash University Lectures, Alfred Deakin Lectures, Wheeler Centre, RMIT Design Studio events and the Melbourne Place Making Series.

It is worth also noting in some detail the progress of the whole LIGHT IN WINTER hallmark initiative. In scale, scope and public impact, it has seen an enormous leap from the previous year. Public profile has increased immeasurably, and relationships with key constituent elements community groups, creative industry practitioners and general public participation – have evolved substantially. There is now an emerging industry sense that the Light in Winter has reached a critical mass of activity and presence on Melbourne‟s annual cultural events calendar, reinforced by several key press articles. In particular, with the vast majority of program components being both free and interactive, the brand of Light in Winter is evolving into a high-quality, family-friendly set of participatory cultural experiences.

Solar Equation has been a huge success, specifically in terms of raising Fed Square‟s profile as a key creative initiator of world-class products. Both Rafael Lozano-Hemmer and Artistic Director Robyn Archer are currently actively consolidating future touring plans for the work. Fed Square‟s ownership of the installation‟s core asset – the custom-built balloon – further consolidates our ongoing stake in the project‟s future life. It is likely that the piece will begin its future life in the US in early 2011. Results from the Light in Winter visitor surveys indicated that the majority of visitors to Fed Square during the Light in Winter program strongly agreed that the program is great for Melbourne, a great opportunity to participate in a community cultural event and an experience that would encourage them to visit Fed Square again. Solar Equation made quite an impact on visitors with the majority indicating that Solar Equation and works like it make them see public spaces in a different way, that it would make them interested in other similar projects that it reflected favourably on Melbourne and that the fact that Fed Square commissioned the installation is good for Melbourne‟s reputation as a cultural centre.

2010‟s Gift of Light element evolved away from the previous, simple artist-community artwork model into a much more multifaceted series of interconnected activities, with participation from 15 multicultural community groups, over 400 individual participants, 40 separate events, including the Solstice Celebration, specific community “sun activations” and other activities, and indigenous campfire sessions.

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Fed Square Pty Ltd ACN 085 731 479

The Sharing the Light (Ambient Program) element included 15 separate commissions, exhibitions and activities produced by FSPL and several Fed Square tenancies. Highlights included: Light Play: A dedicated exhibition hosted by NGV Kids Corner, representing a huge leap in NGV‟s buy-in to the project Meaning of Light: An innovative, outdoor industry presentation on Light as a creative medium, attended by 300 people, the majority of who were creative industry practitioners Guerilla Lighting: A series of participatory, interactive light installations, with over 1000 individual participants throughout the month Forest of Light: A lantern-building workshop for children designed and managed by Bruce Ramus (formerly U2‟s head lighting designer). Fantastic reception, capable of being expanded substantially in 2011 into a month-long version. Façade: An interactive light installation on the East Shard, with public invited to submit their own lighting designs for display. Currently nearly 300 separate entries. Kirra Galleries: The second year of Kirra producing a dedicated exhibition within their tenancy, including original, new light-based glass commissions from over a dozen local artists.

Media Coverage was extensive in local, national and international general and specific media including feature articles in the Herald Sun, , Real Time, Where Magazine and Extensive coverage in suburban/community newspapers, mainstream radio and television coverage on Channel 9 / Channel 10 / ABC News, ABC – Art Nation Feature. Extensive international coverage has been previously mentioned and the range of blogs & sites included „in Melbourne‟, Topix and Nait 5 (Urban Screens blog). The You Tube Video – has now had more than 15,000 views and there has been extensive coverage on Flickr.

We were very grateful for the growth of financial and in kind support for this program and we particularly thank The City of Melbourne for their major sponsorship of the Solar Equation commission along with Microhire, Air Canada, Sofitel Melbourne on Collins, Ikon, TDC, Hyder Consulting, Barco, United National Services, Consulate General of Canada, Mexican Embassy in Australia, NGV Australia, Electrolight, Light on Landscape, Yarra Trams, Eveready, Swinburne Film and Television School and .

Fed Square businesses added to the overall program with key participation from ACMI (hosting a number of artist talks with Rafael Lozano-Hemmer), NGV and Kirra. The presentation of Solar Equation within this broader context was essential to maximise critical mass in the on-site experience, adding value for visitors and consolidating the longer-term brand of both Light in Winter as a major festival, and Solar Equation as a work with a viable international touring life ahead of it.

A GREAT VISITOR EXPERIENCE “Melbourne hangs together like no other Australian city. It is school holidays in Victoria this week. Kids crawl and run freely across Melbourne’s Federation Square with laughter all round that makes you realise how absent the sounds of children are from downtown Sydney.” Phillip O'Neill – Northern News 08-07- 09 “Eventually, by nightfall, we’d made it to Federation Square. This has to be one of my most favourite places in Melbourne – mainly because you can just sit there and watch the hustle and bustle of Melbourne go by, but also because I love the architecture and the lights” Blog The extremely high level of overall visitor satisfaction (99%) coupled with the very high propensity for visitors to Fed Square and Victorians in general to recommend Fed Square (98% and 63% respectively) as a place to visit, indicates a high level of loyalty toward the site which in turn drives repeat visitation.

Numerous refinements and additions have taken place to enhance the visitor experience. The penetration of „What's On‟ activity continues with its presentation through 11 vehicles - Screens, Website, Fedmail, Fed Square News, Facebook, Twitter, Atrium program, Upper Square/Urban Garden program, event signage and events listings onsite.

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Fed Square Pty Ltd ACN 085 731 479

The use of social media and networking tools is delivering daily interaction with users, with more than 1,500 Twitter followers and nearly 4,000 Facebook fans. Website visitation continues to grow. This year saw 329,839 unique visits, an 8.6% increase on FY08/09 and 514,319 total visits, a 2.6% increase on FY08/09. From April to June, more than 3,000 people visited the Fed Square Cookbook page. In June a large spike was achieved in web search engine results at 619,300 a major jump from 387,880 in the previous month.

The Meet Me at Fed Square online meeting tool enabled visitors to set up an appointment with friends at a particular tenancy onsite and in 2009 a viral campaign was used to generate new interest in the tool, through You Tube, onsite signage, collateral and multimedia and radio advertisements.

The recent Winter marketing campaign initially focused on leveraging The Light in Winter and in particular Solar Equation to enhance our presence in the social media space through a competition on Facebook and Twitter which was supported by traditional press advertising in The Age and MX. During this period Fed Square‟s Facebook fans grew by 45% and our Twitter followers grew by 11%, while visitation to the Fed Square website grew by almost 20% during the month of June. The competition itself, which asked visitors to tell us „How you‟ve been enlightened by Solar Equation‟, attracted more than 250 entries, the best of which were published in metro press.

The second part of the Winter campaign engaged key bloggers to review cultural and food and beverage tenancies and utilized tools like Four Square to utilize the increase in social media activity and support the development and uptake of a free Fed Square iPhone application. Supported by onsite signage and multimedia and paid Search Engine Optimisation, this application was downloaded by more than 500 users in the space of two weeks.

A range of co-operative and Tenant Marketing activities were developed to enhance the ongoing offer. These included packaging with partners like Showbiz to create offers such as: Tjanabi and Melbourne River Cruises working with Gray Line and for tour/dining experience. ABBAWORLD packaging with tenants. Circus Oz/restaurants packaging pre-show dining specials. $5 food voucher implemented within the wine and microbreweries showcase in collaboration with Tjanabi and Jolimont Expresso.

In addition tenant involvement was facilitated for such activities as: Tjanabi acting as host venue for various third party events. Beer DeLuxe catering for various launch events such as ADEC, Cannon Photography launch. Time Out breakfast provision for „Great Aussie Sizzle‟. Beer DeLuxe participation in Melbourne Food and Wine Festival and various multicultural festivals. Bok Choy Tang collaborating with DIIRD around the Shanghai Expo Dumpling Festival. The Ten Minute Culture Fix.

“Place” improvement activities continued with the successful evolution of our “comfort zone” concept. The introduction of more temporary seating and umbrellas, new turf areas, cushions and deckchairs have visibly increased the base occupation of locations within the Square and visitor perceptions of comfort have improved. Continued small scale programming in the upper Square has continued to enhance this strategy. There have also been improvements to the Flinders Street Amphitheatre with the introduction of a turf cover and turf seating along with sports based programming. New seating in River Terrace is also about to be finalised.

The Atrium has been more strongly positioned as a gallery experience featuring, for example, unique Garden bed installations, Community Gallery branding, Donna Marcus‟ Air Gallery installation and Fracture Gallery installations, a new Atrium audio program, festival screenings, the Mother‟s Day Tribute Wall, Mind Exhibition and Light In Winter installations.

Programming has also continued in the Upper Square and Amphitheatre and the MVC upper level renovation has been completed by the City of Melbourne providing a comfortable location for visitors and free WIFI and charging capability. - 7 -

Fed Square Pty Ltd ACN 085 731 479

Collaborations with the NGV Australia and ACMI have developed with the 10 Minute Culture Fix launched in May, public and private events with Rafael Lozano-Hemmer and the Tim Burton Live Link to screen. Developments are underway with ACMI with regard to films on significant dates commencing with NAIDOC Week and a curated Indigenous artist screen program.

The Federation Square Customer Service Excellence Program continued with highlights being: Overall tenants rated their satisfaction with their relationship with Federation Square 8.5 out of a possible 10, with several rating their relationship a 10. Continuation of the popular Federation Square Customer Service Excellence Awards. Introduction of the Loyalty Zone research and improvement activity enabling the participating tenants to identify best practice and improvement drivers for their businesses. Importantly, it has highlighted gaps in tenant service chains that were otherwise going unnoticed. It is also proving a useful team building exercise for the tenancies. Securing of funding from Tourism Victoria‟s Tourism Excellence Program for food and beverage mystery shopping audits. This will provide a tangible way to benchmark food and beverage customer service. FSPL will assist tenants interpret their reports and act on the results to drive customer service improvements.

The most recent (April 2010) Customer Satisfaction Survey indicates overall satisfaction with service at Federation Square at 99% with 64% of visitors extremely satisfied. Other pleasing results from the survey include: Overall 98% of visitors were satisfied with their food and beverage experience in terms of value for money. There was a 21% increase in visitors that were extremely satisfied. 100% of visitors were satisfied with: o The tenancies they visited having an adequate number of staff o The toilets and amenities provided o How the area is kept clean and tidy o The quality of food and drinks There was a 9% increase in visitors who were extremely satisfied with the service staff they encountered in terms of their knowledge and experience to help them There was a marked increase in visitor satisfaction with the provision of adequate shade and weather protection, 81% satisfied compared to 72% in the prior period and an increase of 12% of visitors who were extremely satisfied More visitors are satisfied with how FSPL is catering for people with disabilities, 93% are now satisfied (previously 90%) and 9% more are now extremely satisfied. Overall 99% of visitors were satisfied with Federation Square as a safe and secure place for the public and 70% were extremely satisfied

From a statewide perspective 92% of Victorians agree there is a good variety of things to do and there always seems to be something going on at Fed Square, 85% say that Federation Square is a place for leading edge exciting ideas and inspiring contemporary experiences, 93% agree that Federation Square is now Melbourne‟s major community focal point and 96% agree it is a public space where culturally diverse activities occur, 89% think there are a great variety of things to do and see at Federation Square and 93% believe Federation Square helps attract interstate and overseas visitors to Melbourne and Victoria.

Continued work on improving accessibility for all users of Federation Square has resulted in: Raising staff awareness of disability and access issues across the site through action role play and advocacy (the Realistic Race) facilitated by ASN. This training involved all staff and key contractors and identified a number of operational improvements that could be implemented to improve access for people with disabilities. Completion of the accessible path markings in the main Square Upgrade of wayfinding signage including new accessible maps and clearer font types Continuation of handrail upgrades in the external areas

The Disability Action Plan was also reviewed and updated to ensure it remains current.

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Fed Square Pty Ltd ACN 085 731 479

Source: Fed Square Customer Service Survey - April 2010

COMMUNITY OWNERSHIP - VICTORIA’S MEETING, GATHERING AND CELEBRATIONS PLACE

Solar Equation - “A gently glowing light at the City’s heart warms mine. At last my heart beats in time with my adopted home. This is belonging.”

“It really is becoming Melbourne’s living room, so relaxed and so unpressured, hurrah for Melbourne.” Visitor from NSW and who has been 3 times in the past year.

“I love Federation Square. It is the type of place that you can visit with no plans and always find something interesting to do with the kids, without it costing a fortune!” April 2010, Visitor Survey

In total 2,432 activities were delivered over the full year. Of these 80% were free and open to the public. Of these 160 were major events attracting greater than 2,000 attendees, well in excess of the KPI. Event program highlights have included: Sporting activity such as the Commonwealth Games Relay ,AFL Week and Final Live Site, Melbourne Storm Winners Appearance, Moto GP Media Event, Australian Cricket Team Appearance, Live Site, Grand Prix Events. Community cultural events such as the Chinese Festival, Chanukah, Diwali Festival, Festival , Thessaloniki Festival, Polish Festival, Lebanese Festival,, Australia Day Breakfast and Australia Day Voyages Concert, Viva Victoria, Mother‟s Day Tribute Wall, „Light It Up Blue‟ for International Autism awareness, Thai Festival, La Faya Festival, Bengali New Yea, Antipodes Festival, and the Buddha‟s Day Festival. Community programs and action such as the Walk for Harmony, Victorian Seniors Festival, Ride to Work Day, RMIT Graduation Parade, Earth Hour, Carols by Candlelight, New Years Eve, Parliament of World Religions, the King Lake Thank you Concert, the National Day of Action in Support of Equal Pay for Social Workers, the Anniversary of the National Apology, Vindaloo Against Violence, World‟s Greatest Shave, The Long Walk, The Sustainable Living Festival and ANaR and Reconciliation Week. Cultural Festivals and programs such as the Melbourne International Jazz Festival, Emerging Writers Festival, State of Design Festival, Melbourne Writers Festival, Melbourne Fringe Festival, Cosi Fan Tutte Live Site, Melbourne International Arts Festival, Opera Australia Live Site from the Music Bowl, L‟Oreal Melbourne Fashion Festival, Melbourne Food and Wine Festival, Comedy Festival, the Barbie Exhibition and of course the Light In Winter with over 50 event/activities programmed under this banner in addition to the daily Solar Equation activation. Media based events such as Tim Burton Live Site, Tropfest, National Radio Digital Launch, Press Conference, Nickelodeon Kids Choice Awards Live Site, L‟Oreal Melbourne Fashion Festival Opening.

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Fed Square Pty Ltd ACN 085 731 479

The BMW Edge has hosted a total of 375 events and activities, showcased international and local artists and become the hub of ideas, discussion and debate with over 55 forums delivered during the year. Highlights have included the Melbourne International Writers Festival, Fed Square Wine Showcase Annual Awards, Indian Film Festival Launch, So You Think You Can Dance Auditions Filming, Shanghai Youth Performing Arts Centre Performance, Easter School Holiday Program, Sustainable Living Festival, The Seniors Festival, the for Literature, Melbourne Conversations Series and Conversations with the Archbishop. This year we have also been delighted to welcome our artists in residence – The Choir of Hope and Inspiration to the BMW Edge for their weekly rehearsal and regular public performances.

The sustainability of client relationships is critical to maintaining this extensive program. Event client satisfaction is currently at 8.7 out of a possible 10 and much effort is being directed to maintaining and improving this.

Media engagement has continued to be positive throughout the year with highlights including support from Channel 10, Channel 9, ABC TV News, Channel 7 Sunrise, ABC TV – Art Nation, The Age, Canberra Times, Herald Sun, ABC 774, 3AW, Triple R and Real Time. We are very grateful for our media colleagues in helping us position the Square as the heart of our community.

Source: Fed Square Visitation Counts – July 2010

FINANCIAL SUSTAINABILITY - STRONG FINANCIAL AND RISK MANAGEMENT POSITION

“Federation Square is a central and unifying public space, a landmark and a cultural magnet bringing together exquisite gardens, innovative architecture and engineering. Filling an entire , Federation Square's creative mix of attractions embody all that is wonderful about Victoria: fine art, fine hospitality, fine flora, bold design and vibrant events”. Melbourne Fashion and Travel Guide

PARTNERSHIPS

A range of strong partnerships has underpinned our good performance. We are immensely appreciative of the long term partnership with BMW which has continued to consolidate our successful brand alliance with their „Joy turns Vision into Reality‟ positioning.

We have also been very grateful for the long term added value and partnership support delivered through our agreement with Optus. This has been a fruitful mutual partnership and we are grateful for the many public highlights which have been facilitated including the Advent Calendars over several years and the establishment of free WiFi. Optus has been key to Fed Square building its position as a contemporary technology savvy and world site. This 5 year arrangement has now concluded and new contracts in this area are being finalised.

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Fed Square Pty Ltd ACN 085 731 479

SBS continues as an important site partner providing support at multicultural festivals , advice on programming from different cultures, screen content and some TVC support. The role of the Melbourne Visitor’s Centre at Federation Square is critical and during the period more public amenity was added to the upper level of that space.

Federation Square‟s role as a focal point for all Victorians has been enhanced by recent activities with Regional Development Victoria and we are particularly grateful for the Minister and Department‟s support for the expansion of our Regional Wine Showcase program and Awards.

We are also pleased to participate in a vast number of mutually advantageous partnerships. Working with the Melbourne Convention and Exhibition Centre (“MCEC”) for example has enabled engagement with the meetings and convention market through the production of a dedicated publication and dissemination of the Fed Square „Minutes and Metres‟ collateral. Similarly a partnership with Metlink has highlighted Fed Square‟s accessibility by focusing on our position at the city‟s transport hub. Ongoing collaborations with Tourism Victoria and Tourism Australia significantly leverage our capacity to penetrate our priority markets - Singapore, New Zealand, UK and China and benchmark data is now in place for effective evaluation with respect to raising awareness amongst consumers and key industry representatives, generating media exposure and increasing visitation to the site. New partnerships have also been established this year with the Melbourne Sports and Aquatic Centre and Wheeler Centre and we are pleased that fresh public outcomes have already been achieved.

MARKETING PLAN

The Marketing Plan has remained focused on enhancing visit time and spend of day trippers, city workers and tourists. Activities such as Meet Me At Fed Square, online website search engine optimization to focus attention on brand pillars „eat and drink‟, „shop‟, „tourism experiences‟ and „culture‟; as well as brand pillar amplification across all communications on and off site have coincided with an uplift in the number of day trippers and an overall increase in the percentage of visitors spending onsite.

Metro Melbourne visitors represented half of all 2009-10 visitation or 4 million visits. The majority (98%) of these are repeat visitors whose length of stay increased compared to the prior year and 38% spend during their visit. Benchmark data has now been established with respect to city workers who in 2009-10 comprised1.6 million visitors. The majority (98%) of city workers were repeat visitors and on average 31% of these spend during their visit.

This year in the context of the GFC, tourists (out of state visitors) were reduced slightly and accounted for 38% of total visitation. Of these, 68% were repeat visitors whose length of stay increased. Future activities to extend market share, time and spend in these primary markets will focus on consolidating visitor extension initiatives such as leveraging existing information channels on and off site and developing programming such as a Thursday after work concert series to bring weekend event goers and city workers back to the site during the week. Additionally the development of an I-Phone APP will enable “What‟s On” and tenant information to be accessible through personal I- Phone handheld devices, thereby encouraging an extended and higher yield visit.

FINANCIAL RESULTS

The year has delivered another strong financial outcome notwithstanding revenue challenges associated with lower interest rates and financial environment impacts on tenants. In 2009-10 the company reported an operating result before depreciation of $ 4.821 million.

Revenue and expenditure (before depreciation) over the years since the opening of Federation Square in 2002 is shown below.

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Fed Square Pty Ltd ACN 085 731 479

Source: Fed Square Pty Ltd Operating Statement - June 2010

The company‟s Balance Sheet is very strong with current assets of $22.601 million relative to current liabilities of $5.662 million. Net assets now stand at $582 million.

Total liabilities reduced by $2.373 million to $32.298 million, of which $29.313 million relates to the company‟s long term loans with Treasury Corporation Victoria. The working capital ratio remains steady at 3.99.

Anticipated introduction of the new Public Finance and Accountability Legislation has necessitated significant liaison and communication with DTF and DIIRD to assist the development of draft directions to be issued under the legislation and to assess the impact implementation will have on the small team.

RISK MANAGEMENT

Risk management processes are now well established and FSPL was rated as “exemplary” following the recent review undertaken by the Victorian Managed Insurance Agency.

In accordance with the Federation Square Pty Ltd Risk Management Strategy an in-depth annual review of the Policy and Strategy was conducted and covered all activities associated as follows: Risk Management Policy Risk Management Process Risk Management Implementation Schedule and Risk Treatment plans Communication of Risk Management actions and achievements and outstanding issues of significance

Following the risk review the above were updated to reflect the current Risk Management Standard AS/NZS/IS0 31000:2009. FSPL also had its gold medal ranking affirmed by the VMIA following the site survey undertaken during the year.

The range and complexity of tenancies and activities at Fed Square requires detailed attention to Emergency Management. Regular warden training and evacuation exercises have been conducted across the site to ensure principals and staff are prepared in the event that an emergency situation does occur.

A detailed audit of Information Technology systems was completed which informed improvements to the IT plan. In addition new firewalls and switching technology as well as the virtualisation of the network servers were completed and new leasing arrangements for desktop computing was implemented to provide up to date equipment on a rolling basis. Attention was also given to upgrades to physical storage and archival systems for records on site.

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Fed Square Pty Ltd ACN 085 731 479

Fed Square staff have also been involved in a range of other activities to assist in enhancing our emergency preparedness. These activities include:

Flinders Street / Fed Square Transport Security Precinct meetings - security orientated precinct group set up with Department of Transport, Victoria Police, Yarra Trams, Metro Trains, City of Melbourne, welfare agencies and FSPL in order to better share information, receive information regarding criminal activities, major events and other relevant activities Security Continuity Network, Places of Mass Gatherings Group - established between Victoria Police, Representatives from places of mass gatherings (Fed Square, MCG, Arts Centre etc) and other relevant agencies to ensure a united approach to all incidents, especially terrorism related, and the sharing of information between authorities and precinct managers Exercise Reliance - An exercise held at involving Police, COM, FSPL, Transport Authorities, Ambulance Vic, MFB and other interested parties to test the COM Emergency Plan as a table top exercise.

There is an equally strong emphasis on Occupational Health and Safety and a number of OHS improvement projects were completed including: Improvements to access to plant and equipment for maintenance purposes Development of an electronic induction system for contractors Enhancements to CCTV coverage across the site

TENANT SUCCESS “Federation Square is one of the most popular cultural precincts in Melbourne that truly reflects the contemporary nature of this vibrant city. The area has grown to become one of the city's focal entertainment and recreational centres that provides leisure and relaxation for everyone. Federation Square exudes an aura of creative art and culture. Australia's art and cultural history can be experienced upon visiting places such as the Centre: NGV Australia, and the Australian Centre for the Moving Image. Dedicated solely to displaying Australian art, the Ian Potter Centre: NGV Australia is an awe- inspiring art complex that comprises of over 20 galleries, whilst the Australian Centre for the Moving Image promotes the development of creative television, film and digital work. The Atrium is also an extremely hip area in Federation Square which consists of countless art galleries, trendy cafes and specialty stores. Various types of indoor events that include fashion shows, exhibitions and launches are held within this large indoor space. Annually, approximately 2000 events are held within the classy environs of Federation Square ranging from festivals to art shows to concerts to exhibitions.....The shopping and dining options available at the square have also made the area an immensely popular one among locals and tourists. The square features an exclusive blend of retail shopping that guarantees a shopping experience like no other. You will be spoilt for choice of eating and drinking outlets as the area is packed with numerous restaurants, cafes and bars that serve varying types of delicious international cuisine. A visit to Federation Square is a must for anyone holidaying in the garden city of Melbourne.” Pushpitha Wijesinghe - Independent Freelance Writer

“Customer Service Leadership-Loyalty Zone – Brilliant. A great initiative for F&B outlets that is real feedback that can be managed effectively and achieve desired results, with professional advice of a company. The workshop was informative and the action plan is measurable. It is great that this will take place over a year” Ezra Tepania (Chocolate Buddha )

The performance and well being of all tenants is essential to the overall success of Federation Square. Visitation to cultural institutions was higher than in the previous period when ACMI‟s major refurbishment program took place. The introduction of this new Screen Worlds offer has created a major additional attraction for ACMI and Fed Square visitors. Various other programs at ACMI including record box office being recorded for the Tim Burton show which opened late in the year, have supported it going from strength to strength. It has also been wonderful to see the wide program of the NGV Australia and the success of the NGV Kids Corner which opened here early in 2010.

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Fed Square Pty Ltd ACN 085 731 479

In relation to commercial tenants, the year saw an estimated decline of 4% in aggregate turnover. This is an indicator of continuing soft consumer sentiment. In response to this much emphasis has been placed on driving primary markets visitation (day trippers, city workers and tourists) dwell time and yield. As a result surveys indicate that visitor awareness of key brand pillars is positive with cafes/bars/restaurants registering the most awareness with 72% of visitors aware of this pillar, followed by events with 61%, culture 60%, shopping 45%, and tourism experiences at 39%. Food and Beverage tenancies have continued to be supported through a dedicated and individually focussed publicity campaign and viral dissemination of the e-Cookbook featuring Fed Square restaurant recipes has been ongoing.

The program has contributed to positively impact on tenants in a number of ways including the attraction of visitation to the site particularly during the Light in Winter, when site visitation was 20% higher than in the previous winter, but also with specific opportunities for catering or partnering with events. Increased tenant engagement particularly through the Light in Winter has been gratifying with Kirra Gallery, NGV and ACMI notably engaged.

Tenants continued to be kept abreast of events at Federation Square via the following communications channels: o Fed Square News – bi-weekly update which details the next week‟s events o Monthly event listings – emailed at the end of the month for the next month o Major event updates – emailed quarterly major event details for the next 6 to 8 months o Atrium tenant specific event quarterly calendar updates and weekly screen program updates o Quarterly Tenant Business Briefings with speakers such as Dr Georg Beilhrz, Small Business Mentor o Tailored and regular Familiarisation Forums o Quarterly marketing briefings have resulted in some tenant proactive involvement in cooperative initiatives.

FSPL continued its Official Supplier relationship with Energise Enterprise, Small Business Victoria‟s annual festival for small to medium enterprises. This enabled a number of our tenants to benefit from related events and information. FSPL also arranged tenant participation in the „Good Access is Good Business‟ program to understand key access requirements for visitors with disabilities and their obligations under the Disability Discrimination Act.

Over the period we farewelled the and the Australian Commercial Galleries Association but welcomed No Vacancy Gallery and Dainty Consolidated‟s ABBAWORLD as tenants. We are also pleased to be the pilot site for Streat, a foodservice social enterprise dedicated to providing a supported pathway to long term employment for young people who have been living on the street or at risk of being on the street. Fed Square is also a pilot site for the Melbourne Bike Scheme.

A STRONG TEAM – FLEXIBLE AND INNOVATIVE “Last night was amazing!! We had standing room only. The response from the audience was very emotional...... The crew ...were great. Professional, easy going and efficient. I made a point of thanking (you) in my speech at our reception and would like to say that it has been a real pleasure working with you on this project.” Deborah Cheetham, Artistic Director, Short Black Productions

“Thanks for your great planning, patience and work. A big success! It went well and the CoM are delighted. Fed Square teams are clearly the best in town. You are all so professional and thoughtful. Please convey my very special regards to the AV desk - they were fantastic...... Your security team were just great. They showed just the right amount of presence and care. That takes good judgement.” Jeff Taylor - Melbourne Conversations

“I want to thank you for the opportunity to be a part of this wonderful place, Fed Square. It has been such a pleasure to work with this leadership. Your support has been fantastic. I have learnt so much from this ever changing space.” Ex Staff Member

Positive feedback on staff public and internal performance is always very rewarding and staff work actively with feedback to continue to improve all areas of service delivery. - 14 -

Fed Square Pty Ltd ACN 085 731 479

Fed Square Pty Ltd continued to support staff in these endeavours with ongoing training in functional responsibilities, risk management, occupational health and safety, information technology, ethics and conflict management. Ongoing emphasis on internal customer service was also supported by learning and development activities.

Staff workshops during 2009-10 concentrated on team building initiatives and consolidating behaviours consistent with codes of conduct and stated values. To this end staff participated in two tailored team building mornings where they engaged in a variety of interactive challenges that resulted in group problem solving and highlighted enhanced cross functional communication and effective teamwork. Emphasis was subsequently placed on the Fed Square values in two facilitated „What we stand for‟ development sessions to agree the behaviours that should be displayed routinely by the team and are in alignment with the overall organisational values. A range of staff initiated projects have resulted. In addition the Corporate Services team participated in the Global Corporate Challenge, a team based fitness activity that promotes dynamic, healthy and productive workplaces.

The FSPL Induction Process was completely redesigned to enable new employees to more quickly find their feet in the organisation, becoming valued team contributors, and to simplify the administrative side of the process. The company also continued to invest in staff welfare through the “Employee Benefits and Assistance Program” developed in 2008-09.

Federation Square Pty Ltd also regularly participates in the public sector “People Matters” survey with 2009 results indicating: 100% of staff strive to achieve customer satisfaction. 100% of staff believe they make an important contribution to achieving organisational objectives 91% of staff believe there is good team spirit. 97% of staff are proud to work at Federation Square 94% of staff view the organisation as an employer of choice. 79% of staff are either satisfied or very satisfied in their role at Federation Square

All staff have completed Performance Management work plans and successfully achieved targets and training goals. Effective communication continues to be supported through a regular program of meetings and briefings and over the past year staff have played a more active roles in the staff briefings In addition staff in a number of areas have contributed to development of improved workflows and systems developments to better manage the demanding workloads in each area.

It gives me great pleasure to also acknowledge our Manager–Corporate Services, Bill Blakeney‟s, 10 years of service to Fed Square. Bill has seen Fed Square grow from an idea to a reality and we thank him for his contribution.

LONG TERM ASSET VALUE “It is on our MUST VISIT list. It is unique, reflects all of Melbourne’s brand values – cutting edge design, great food and wine, bars and attractions, safe and clean and willing to try new things!” Survey feedback

“Fed Square is very inviting: you barely know when you're "in" the building or "out" of it. It's so permeable, and accessible from pretty much any direction.” Blog

“One of the most successful experiments in public space has been Federation Square”, which Trudgeon describes as wonderful in inscribing identity. "Fed Square is very successful because it functions on the basis of inviting people to use it, without making this explicit. The most sophisticated aspect is not the walls or any of the obvious features but the terrain, the topography. That's the invitation." Andrew Stephens – The Age

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Fed Square Pty Ltd ACN 085 731 479

Over the last 12 months a number of projects have been completed which have improved the overall experience and functionality of areas at Federation Square. These projects include: Stage 1 of the Working at Heights program designed to improve maintenance access River Terrace improved CCTV coverage Handrail upgrades across the site to improve accessibility Installation of the accessible path through the Square Installation of way-finding signage across the site including new maps Construction of an ATM room in the Atrium Completion of the final stage of the SBS acoustic project

A range of works have also been completed by tenants which have been overseen by FSPL. Some of the major works include: ACMI Refurbishment Works finalisation Yarra Building “make good” ABBAWORLD fit out Numerous ACMI Exhibition fitouts including Tim Burton and Dennis Hopper NGV Kids Corner NGV Exhibition fitouts MVC Upper Level upgrade Of these, works associated with the make good to the Australian Racing Museum and preparation for the ABBAWORLD tenancy, were completed under significant time pressure and included: Removal of display cases Removal of internal walls and fitout items Make good to ceilings Fire and mechanical service alterations

Over the course of the financial year there were also a total of 1,519 planned maintenance tasks completed with 95% of these items being completed on time.

Sustainability continues to be a major focus of operations in the year and further progress has been made to improve our efficiency in the key areas of energy, waste and water across the site. The table below shows an overview of major utilities/services for the 2009 calendar year compared to the baseline year of 2006.

Years Utility / Service 2006 Percentage 2009 Baseline change General Waste (tonnes) 776 626 -24.0% Recycled Material (tonnes) 384 479 19.8% Electricity (Mega Watts) 8500 8700 2.3% Water (Mega Litres) 78.6 71 -10.7% Carbon Footprint (tonnes) 15,367* 9,790 -57.0% *Indicates 2007 calendar year

There has been good progress in the area of waste / recycling and also water reduction however the overall energy consumption has increased slightly. The challenges here remain to continue to reduce consumption in an environment where usage patterns are driven by other key factors including visitation numbers, temperature variation and humidity levels. Ongoing analysis will focus on efficiency in the context of these factors as well as net reductions. Notwithstanding this, FSPL‟s overall carbon footprint has also reduced significantly over the course of the last three years due to efficiencies and the purchase of green energy.

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Fed Square Pty Ltd ACN 085 731 479

Work has also continued on implementing a range of projects including: Installation of additional water tanks for irrigating our landscaped areas. Completion of the HVAC energy metering project and analysis of HVAC usage across site. Installation of additional water meters to monitor tenant consumption. Installation of localized HVAC controls in ACMI Cinemas to improve efficiency. A range of events with various partners including City West Water and the Sustainable Living Festival

FSPL is also participating in the Greener Government Building Program and is in the initial phase of the program. It is expected to be a focal point over the coming year.

The previously developed Asset Management plan provided a high level overview of future asset requirements. In the period further detail has been developed around individual assets which will be used as part of the ongoing implementation schedule. Over the last 12 months a range of services at Federation Square have been tendered. These maintenance services included Auto Doors, Boilers Chillers and Glass Cleaning. This process has resulted in improved service levels and financial efficiencies. There have also been a range of other contracts appointed throughout the year all with a focus on improving overall performance.

CONCLUSION

As always I am grateful to the staff and Boards of the Special Broadcasting Service, Australian Centre for the Moving Image, Melbourne Visitor Centre and the National Gallery of Victoria for their contribution to the success of the precinct and I thank all the tenants and their staff for their participation in many programs and activities.

As always our many contractors provide valuable services across a broad range of functions and I am particularly grateful to Microhire, Ikon Cleaning Services, AGG Security and Wilson Parking for their commitment to Federation Square. It was particularly gratifying to see the response of these and many other service providers and contractors to the challenges we faced during the severe storm event which occurred in March. Immediate and effective response and attention to detail in the midst of both the severe weather and a long weekend really demonstrated the value that these parties and our own team place on the custodianship of Fed Square.

Thank you to the State Government and City of Melbourne and their many officers and departments with whom we collaborate on a broad range of projects and events. In particular, thank you again to the City and its staff for the financial support and partnership for our spectacular project with Rafael Lozano-Hemmer.

Thank you to our Board who have provided direction, advice and support and also let me thank again the wonderful staff team at Fed Square Pty Ltd. Along with successes enjoyed by Fed Square come very high expectations and the team rise regularly to the challenges and opportunities to continue to develop it as the heart of the community.

Kate Brennan Chief Executive Officer

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Fed Square Pty Ltd ACN 085 731 479

Fed Square Pty Ltd

2009-10 KEY PERFORMANCE INDICATORS

(AS AT 30 JUNE 2010)

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Fed Square Pty Ltd ACN 085 731 479

KEY PERFORMANCE INDICATORS FOR 2009-10

TARGET ACTUAL KPI KEY PERFORMANCE AREA DEFINITION FY 2009-10 FY 2009-10 Actual In line with or above Target Actual is only slightly below / close to Target Actual is below Target

1. INTERNATIONAL POSITION

Awareness of Federation Square by % of international visitors travelling to Australia that were aware of Fed 1.1 > 25% 57% as at Nov 09 international visitors in nominated countries. Square before coming to Australia Position as one of the “Top 3” Victorian Fed Square to be one of the “Top 3” attractions in Victoria in terms of “Top 3” Consistent 2nd for both domestic and international visitors to 1.2 attractions for international and interstate the number and % of visits by International and Interstate Visitors to position Victoria - as at Dec 09. visitors. Victoria.

1.3 Attracting International visitors. % of visitors to Fed Square to be from overseas. > 25% 19% – as at Apr 10

Recognised as a culturally diverse public 1.4 % of Victorians that agree that Fed Square is achieving this objective. > 75% 96% Agree – as at Jun 10 space.

2. LEADING EDGE

2.1 Recognised as a leading edge public space. % of Victorians that agree that Fed Square is achieving this objective. > 75% 85% Agree – as at Jun 10

3. GREAT VISITOR EXPERIENCE

% of visitors satisfied with the Customer Service levels experienced at 3.1 Customer Service Levels > 95% 99% Satisfied – as at Apr 10 Fed Square > 90% of same Visitation rates to be within 10% of the average of the previous three period for 3 year 3.2 Visitation Rates 99% FY 2009-10. years. rolling average 2005-08

3.3 Referrals and Recommendations % of visitors recommending Fed Square as a good place to visit. > 90% 97% – as at Jun 10

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Fed Square Pty Ltd ACN 085 731 479

TARGET KPI KEY PERFORMANCE AREA DEFINITION LATEST ACTUAL FY 2009-10 and APR – JUN 2010 FY 2009-10

4. COMMUNITY OWNERSHIP

Victorian’s support for Federation Square % of Victorians that agree with the statement that Fed Square is 4.1 > 75% 93% – as at Jun 10 achieving this role. Melbourne’s major central community focal point.

4.2 Overall level of events and activities. Number of events and activities held in the FSPL managed areas. FY 1,500 2,432 FY 2009-10

5. FINANCIAL SUSTAINABILITY

Liquidity Ratios 4.13 FY 2009-10 3.99 – FY 2009-10 5.1 - Current assets/current liabilities – Current 4.12 FY 2009-10 3.96 – FY 2009-10 – Quick - Cash + debtors/current liabilities EBITD/Interest expense 5.2 Interest Cover 2.95 FY 2009-10 3.52 – FY 2009-10

Operating result before interest and $5,639,000 FY 5.3 EBITD $6,734,000– FY 2009-10 depreciation 2009-10 $3,727,000 FY 5.4 Net Operating result before depreciation EBTD $4,821,097 – FY 2009-10 2009-10 Risk Management – VMIA Risk Risk management performance as measured through the VMIA Annual 5.5 > 80% 92% - rated exemplary by VMIA Management Qualitative Review survey Qualitative Review Survey 6 Significant Incidents FY 2009-10 Zero significant 5.6 OH&S Incidents Number of incidents reported during the period. 194 Minor Incidents reported Incidents

4 Significant Incidents – FY 2009-10 Zero significant 5.7 Security and Risk Incidents Number of incidents reported during the period. 520 Minor incidents – FY 2009-10 Incidents

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Fed Square Pty Ltd ACN 085 731 479

TARGET KPI KEY PERFORMANCE AREA DEFINITION LATEST ACTUAL FY 2009-10 and APR – JUN 2010 FY 2009-10

6. OPERATOR SUCCESS

111% FY 2009-10 (incl. ACMI), strong result is largely > 90% of same 6.1 Visitation rates to cultural attractions. Visitation rates to NGV.A, MVC, and Champions due to construction work that significantly reduced the period in 2008/09 ACMI offer in 2008-09 and Qtr 1 2010. Generally equal to Total monthly turnover revenue for commercial tenants (for those that FY 2009-10 tenant turnover is forecast at 4% less than or higher than 6.2 Commercial operators’ revenue. are required to submit turnover figures) to be higher than the the previous year (Apr – Jun 10 actual turnover not yet same period in corresponding months in previous year available and is based on the equivalent prior period) previous year Number of tenancies vacant (not leased) at any one point in time for a 6.3 Tenancy Vacancy No vacancies Zero vacancies continuous period of 3 months Level of Operator satisfaction with Fed Square Pty Ltd as part of an 6.4 Operator Satisfaction > 95% 100% - as per Nov 09 Survey Annual Survey

7. A STRONG FED SQUARE TEAM

Implementation of Staff Performance Achievement of Staff Performance Management and Development 7.1 100% 100% Management and Development Program Program measured as % of targets achieved “Overall Job Satisfaction” for FSPL as measured through the annual 7.2 FSPL Staff Satisfaction > 85% 79% as per 2009 People Matter Survey People Matter Survey, by State Services Authority Level of Event Client satisfaction with FSPL as part of a new ongoing 7.3 Event Client satisfaction Quarterly self-complete mail out Survey, based on a representative > 90% 89% Event Clients satisfied as at Mar 10 YTD. sample

8. LONG TERM ASSET VALUE

Compliance with and achievement of Asset Maintenance Program as 8.1 Asset Maintenance Program achievement > 95% 99% FY 2009-10. % of targets achieved - Cleaning 100% Visitor assessment of standard of cleaning, - Security 99% 8.2 maintenance, presentation, security and % of visitors satisfied with the standard. > 95% - Amenities 100% amenities. As at Apr 10 - 21 -

Fed Square Pty Ltd ACN 085 731 479

Statement of Corporate Governance

The Directors of Fed Square Pty Ltd are committed to the highest standard of corporate governance and acknowledge the need for continued maintenance of governance practice and ethical conduct by all Directors and employees.

Accordingly, they have ensured that systems and procedures are in place to provide appropriate assurance that the company undertakes its activities and functions in accordance with: . All legal requirements; . The best interests of shareholders; . An environment that meets relevant standards; and . A manner that is responsible to all stakeholders and the wider community.

Objects and Powers of the Company

The objects of the company are those set out in the Federation Square Civic and Cultural Charter and include without limitation:-

(a) to occupy the site known as Federation Square; (b) to use, refurbish, maintain, improve, develop, lease, licence, manage, operate and modify all or any part of Federation Square; (c) in relation to any part of Federation Square, to carry on any or all of: (i) the businesses of owners, operators, mangers, licensors, lessors or occupiers of:

(1) galleries, exhibition centres, libraries, art and craft centres and museums;

(2) car parks;

(3) theaters, cinemas and cinema based entertainment facilities, radio, television and other multi-media studios, outdoor video screens and video/LED signage;

(4) restaurants, cafes, taverns, hotels, food and drink premises (including, without limitation, take-away food and drink premises), liquor vendors, shops, convenience restaurants and convenience shops, and nightclubs; (5) function centres, conference centres and reception centres;

(6) retail outlets, shops and stores (including, without limitation those required for service industries and including, without limitation, cash dispensing machines, ticketing machines and tourist and other information services providing machines);

(7) offices; (8) amusement parlours and gaming and gambling premises; (9) indoor recreation facilities;

(10) visitor and tourist information services and other visitor and tourist services;

(ii) live performances, entertainment, carnivals, circuses, community or public events, (both indoor and outdoor), festivals, exhibitions and performances; (iii) places of assembly for religious and cultural activities, entertainment or meetings; and

(iv) markets;

and to do all things incidental or conducive to these objects.

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Fed Square Pty Ltd ACN 085 731 479

Duties of Directors

The duties of Directors include:

. Duty to act honestly in good faith in the best interests of the corporation and for a proper purpose; . Duty to act with care and diligence; . Duty to avoid conflict in the position of a director and/or any interest that a director may have; . Duties which prohibit the misuse of information obtained by directors; and . Duties which prohibit a director from taking for oneself the company‟s opportunities.

Responsibilities of the Board

The primary responsibilities of the Board include:-

. Establishing the company‟s vision, mission, values and ethical standards; . Ensuring the company‟s long term viability and enhancing the financial position; . Formulating and overseeing implementation of corporate strategy; . Approving the business plan, budget and corporate policies; . Agreeing key performance indicators (KPIs); . Monitoring/assessing performance of the company, the Board itself, management and major projects; . Overseeing the risk management framework and monitoring business risks; . Appointing and appraising the performance of the Chief Executive Officer; . Requiring and monitoring legal and regulatory compliance; . Approving annual accounts, annual report and other public documents; . Ensuring an effective system of internal controls exists; and . Delegating an appropriate level of authority to management.

Board Committees

The Board has established one permanent Committee, this being the Audit Committee. Committee decisions become recommendations for submission to the Board for resolution.

Risk Management

The company recognises the need for pro-active risk management procedures and during the year reviewed the Risk Management Policy and Strategy and procedures to monitor progress with proposed plans.

Risks are identified, assessed and treated in accordance with the principles contained in Australia/New Zealand Risk Management Standard AS/NZS ISO 31000:2009.

The risk management program is designed to provide a structured approach to business planning, improve operational performance, encourage pro-active management and protect assets, people, finance and property.

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Fed Square Pty Ltd ACN 085 731 479

During the year, the Victorian Managed Insurance Authority (VMIA) conducted an annual risk assessment of the site and confirmed the company‟s Gold Medal ranking which acknowledges excellent site risk management in accordance with Australian and industry standards.

Attestation

In accordance with the Victorian Government‟s Risk Management Framework developed by the Department of Treasury & Finance in July 2007, I, John Frederick Harvey, certify that Fed Square Pty Ltd has risk management processes in place consistent with the Australian/New Zealand Risk Management Standard and an internal control system is in place that enables the executive to understand, manage and satisfactorily control risk exposures. The Board verifies this assurance and that the risk profile of Fed Square Pty Ltd was critically reviewed in the last 12 months.

John Frederick Harvey Chairman 8th September 2010

Audit Committee

The company has established an Audit Committee to advise the Board in relation to matters falling into the following broad areas:-

. Financial reporting and accounting policies; . Internal audit and internal controls; . Governance; . State Government‟s Financial Management Compliance Framework; and . Compliance with Australian equivalents of International Financial Reporting Standards

The Audit Committee meets as required and makes recommendations to the Board on specific issues. The members of the Committee during the year ended 30 June 2010 were Kee Wong (Chairman), John Harvey, Helen Kapalos and Liberty Sanger.

Financial Management Compliance Framework

In June 2003 the Victorian State Government launched the Whole of Government “Financial Management Compliance Framework” to promote responsible financial management in the Victorian public sector and assist public sector agencies meet their obligations and monitor their overall performance in financial management.

A fundamental element of the Financial Management Compliance Framework is the Standing Directions issued from time to time by the Minister for Finance. The standing directions are issued under the provisions of the Financial Management Act 1994 and are designed to supplement the Act by prescribing mandatory procedures for the Victorian public sector.

Whilst Fed Square Pty Ltd is not subject to the provisions of the Financial Management Act 1994, the company is implementing the requirements of the Financial Management Compliance Framework on a voluntary basis.

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Fed Square Pty Ltd ACN 085 731 479

Internal Audit

The company engaged William Buck (which subsequently merged with Grant Thornton (Vic) Pty Ltd) as the Internal Auditor to assist in evaluating the company‟s internal controls.

Grant Thornton P/L developed a three year audit plan, having due regard to the company‟s risk management program, and implementation of proposed activities is now underway.

Whistleblowers Protection Act 2001

The Whistleblowers Protection Act 2001 encourages and assists people in making disclosures of improper conduct by public officers and public bodies. The Act provides protection to people who make disclosures in accordance with the Act and establishes a system for the matters disclosed to be investigated and rectifying action to be taken.

Fed Square Pty Ltd does not tolerate improper conduct by employees, nor the taking of reprisals against those who come forward to disclose such conduct. It is committed to ensuring transparency and accountability in its administrative and management practices and supports the making of disclosures that reveal corrupt conduct, conduct involving a substantial mismanagement of public resources, or conduct involving a substantial risk to public health and safety and the environment.

Fed Square Pty Ltd will take all reasonable steps to protect people who make such disclosures from any detrimental action in reprisal for making the disclosure. It will also afford natural justice to the person who is the subject of the disclosure.

Reporting procedures Disclosures of improper conduct or detrimental action by Fed Square Pty Ltd or its employees may be made to the following officers.

The Protected Disclosure Coordinator Ms Vivienne Stanford Director – Business & Advisory Services Department of Innovation Industry and Regional Development 9651 9862 [email protected]

The Protected Disclosure Officer William Blakeney Manager – Corporate Services Fed Square Pty Ltd 9655 1904 [email protected]

Alternatively, disclosures of improper conduct or detrimental action by Fed Square Pty Ltd employees may also be made directly to the Ombudsman.

The Ombudsman Victoria Level 9, 459 Collins Street (North Tower) Melbourne VIC 3000 Telephone: (03) 9613 6222 Internet: www.ombudsman.vic.gov.au E-mail: [email protected] - 25 -

Fed Square Pty Ltd ACN 085 731 479

Further information Written guidelines outlining the system for reporting disclosures of improper conduct or detrimental action by Fed Square Pty Ltd or its employees are available for public perusal.

Disclosures under the Whistleblowers Protection Act The current procedures established by the public body under Part 6 are available upon request.

The following information is disclosed pursuant to section 104 of the Whistleblowers Protection Act 2001.

2008-09 2007-08 Number Number Public interest disclosures Nil Nil Protected disclosures Nil Nil The number and type of disclosures made to Fed Square Pty Ltd since the Nil Nil commencement of the Act. The number of disclosures referred to the Ombudsman for determination as to Nil Nil whether they are public interest disclosures The number and types of disclosures referred to Fed Square Pty Ltd by the Nil Nil Ombudsman. The number and types of disclosures referred by Fed Square Pty Ltd to the Nil Nil Ombudsman to investigate. The number and types of investigations of disclosures taken over by the Nil Nil Ombudsman from Fed Square Pty Ltd. The number of requests by complainants to have their disclosure investigated by Nil Nil the Ombudsman due to their dissatisfaction with the way Fed Square Pty Ltd is investigating the matter. The number and types of disclosure that Fed Square Pty Ltd has declined to Nil Nil investigate. The number and type of disclosed matters that were substantiated on investigation Nil Nil and the action taken on completion of the investigation. Any recommendations made by the Ombudsman that relate to Fed Square Pty Ltd. Nil Nil

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Fed Square Pty Ltd ACN 085 731 479

Directors’ Report

The Directors of Fed Square Pty Ltd present their report on the financial statements of the company for the year ended 30th June 2010.

Directors The Directors in office during the period and at 30 June 2010 unless otherwise stated were:

. Mr John Frederick Harvey (Chairman) . Ms Helen Kapalos . Mr Kee Fatt Wong . Ms Liberty Emma Sanger (Appointed 1 October 2009)

Ownership of Fed Square Pty Ltd Fed Square Pty Ltd is a company wholly owned by State Trustees Limited as custodian trustee on behalf of the State of Victoria. The share is held pursuant to the State Investment Trust Deed and the Treasurer is the Minister responsible for the State Holding in Fed Square Pty Ltd under the Deed.

Principal Activities The principal activity of Fed Square Pty Ltd continues to be the management of Federation Square.

Results of Operations 2010 2009 $ $ Operating surplus before depreciation 4,821,097 3,444,308 Depreciation expense (11,619,197) (11,710,943)

Operating surplus/(deficit) (6,798,100) (8,266,635)

Dividends No dividends have been proposed or paid during the year (2008-2009 Nil).

Changes in State of Affairs There was no material change in the State of Affairs during the year.

Environmental Regulations No significant environmental regulations apply that are likely to have an unexpected material affect on the operations or financial results of Fed Square Pty Ltd.

Subsequent Events There were no subsequent events after balance date expected to have a material affect on the financial statements of Fed Square Pty Ltd that are not otherwise disclosed in the financial statements and notes.

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Fed Square Pty Ltd ACN 085 731 479

Directors’ Meetings The number of Directors‟ meetings and number of meetings attended by each of the Directors of the company during the financial year were:

MEETINGS MEETINGS DIRECTOR HELD* ATTENDED

Mr John Harvey 6 6 Ms Helen Kapalos 6 6 Mr Kee Wong 6 6 Ms Liberty Sanger 4 4

*Reflects the number of meetings held during the time the Director held office during the year.

Audit Committee Meetings The number of Audit Committee meetings and number of meetings attended by each of the Directors of the company during the financial year were:

MEETINGS MEETINGS DIRECTOR HELD* ATTENDED

Mr John Harvey 4 3 Ms Helen Kapalos 4 4 Ms Liberty Sanger 4 4 Mr Kee Wong 4 4

*Reflects the number of meetings held during the time the Director held office during the year.

Directors’ Benefits Directors‟ benefits are set out in notes 19 and 21 to the financial statements.

Insurance of Directors and Officers During the financial year $51,110 was paid by the company to the Victorian Managed Insurance Authority for Directors‟ and Officers‟ Liability insurance premiums and recorded as an expense in the Comprehensive operating statement (2008-2009: $41,236).

The insurance provides cover for Directors and Officers of Fed Square Pty Ltd against certain personal liabilities that they may incur by reason of their duties as Directors and officers.

Signed in accordance with a resolution of the Directors at Melbourne on 8th September 2010.

...... John Harvey (Chairman)

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Fed Square Pty Ltd ACN 085 731 479

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Fed Square Pty Ltd ACN 085 731 479

Comprehensive operating statement for the financial year ended 30 June 2010

Notes 2010 2009 $ $

Operating revenue 2 25,263,628 24,625,273

Interest revenue 833,787 1,066,021

Total Revenue 26,097,415 25,691,294

Borrowing costs 10 (1,913,210) (2,067,403)

Employee benefits (3,415,076) (3,292,528)

Event expenses (3,543,021) (4,100,064)

Site operating expenses 3(a) (7,221,225) (7,928,718)

Other expenses 3(b) (5,183,786) (4,858,273)

Total expenses before depreciation (21,276,318) (22,246,986)

Net operating result before depreciation 4,821,097 3,444,308

Depreciation and amortisation 7 (11,619,197) (11,710,943)

Net operating result 12 (6,798,100) (8,266,635)

Other comprehensive income

Revaluation of property, plant and equipment 7 - 43,844,591

Other comprehensive income for the period - 43,844,591

Total comprehensive result for the period (6,798,100) 35,577,956

The Comprehensive operating statement should be read in conjunction with the accompanying notes.

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Fed Square Pty Ltd ACN 085 731 479

Balance sheet as at 30 June 2010

Notes 2010 2009 $ $ Current Assets Cash and deposits 17(a) 21,119,239 19,726,371 Trade and other receivables 6 1,147,816 1,186,488 Prepayments 333,958 249,961 Total Current Assets 22,601,013 21,162,820

Non-Current Assets Property, plant and equipment 7 591,430,654 602,039,801 Total Non-Current Assets 591,430,654 602,039,801

Total Assets 614,031,667 623,202,621

Current Liabilities Trade and other payables 8 2,568,315 2,357,202 Interest bearing liabilities 10 2,773,518 2,593,881 Provisions 9 320,168 308,270 Total Current Liabilities 5,662,001 5,259,353

Non-Current Liabilities Interest bearing liabilities 10 26,617,320 29,380,209 Provisions 9 18,593 31,206 Total Non-Current Liabilities 26,635,913 29,411,415

Total Liabilities 32,297,914 34,670,768

Net Assets 581,733,753 588,531,853

Equity Contributed capital 11 435,940,508 435,940,508 Accumulated deficit 12 (27,697,053) (20,898,953) Asset revaluation surplus 13 173,490,298 173,490,298 Total Equity 581,733,753 588,531,853

The balance sheet should be read in conjunction with the accompanying notes.

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Fed Square Pty Ltd ACN 085 731 479

Cash flow statement for the financial year ended 30 June 2010

Notes 2010 2009 $ $ Cash Flows from operating activities

Receipts from customers (incl. GST) 27,703,560 26,950,808 Interest received 767,169 1,334,613 Receipts from GST tax credits - 42,422 Payments to employees (3,347,548) (3,176,216) Payments to suppliers (incl. GST) (17,193,995) (17,977,576) GST paid to Australian Taxation Office (1,024,105) (883,769) Interest paid on loans (1,919,552) (2,073,357)

Net cash flows from operating activities 17(b) 4,985,529 4,216,925

Cash Flows from investing activities

Payments for buildings & improvements (230,438) (593,082) Payments for plant & equipment (766,692) (127,826) Net cash flows from investing activities (997,130) (720,908)

Cash Flows from financing activities

Repayment of borrowings (2,572,975) (2,420,749) Repayment of finance leases (22,557) (17,988) Net cash flows from financing activities (2,595,532) (2,438,737)

Net increase in cash and cash equivalents 1,392,867 1,057,280

Cash and cash equivalents at the beginning of the 19,726,371 18,669,091 year

Cash and cash equivalents at the end of the year 17(a) 21,119,238 19,726,371

The Cash flow statement should be read in conjunction with the accompanying notes.

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Fed Square Pty Ltd ACN 085 731 479

Statement of changes in equity for the financial year ended 30 June 2010

Share Capital Contributed Assets revaluation Accumulated Total capital surplus deficit $ $ $ $ $ Balance at 1 July 2008 1 435,940,507 129,645,707 (12,632,318) 552,953,897

Operating result for the year - - - (8,266,635) (8,266,635)

Other comprehensive income for the year - - 43,844,591 - 43,844,591

Total comprehensive income for the year - - 43,844,591 (8,266,635) 35,577,956

Balance at 30 June 2009 1 - 173,490,298 (20,898,953) 588,531,853

Operating result for the year - - - (6,798,100) (6,798,100)

Other comprehensive income for the year - - - - -

Total comprehensive income for the year - - - (6,798,100) (6,798,100)

Balance at 30 June 2010 1 435,940,507 173,490,298 (27,697,053) 581,733,753

The Statement of changes in equity should be read in conjunction with the accompanying notes.

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Fed Square Pty Ltd ACN 085 731 479

Notes to the financial statements for the year ended 30 June 2010

1. STATEMENT OF SIGNIFICANT ACCOUNT POLICIES These financial statements are audited general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Urgent Issues Group Interpretations, and complies with other requirements of the law.

The financial statements were authorised for issue by J. F. Harvey, Chairman, Fed Square Pty Ltd on 8th September 2010.

The significant policies which have been adopted in the preparation of this financial report are:

a. Basis of Preparation The financial report has been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets.

The accrual basis of accounting has been applied in the preparation of these financial statements whereby assets, liabilities, equity, revenue and expenses are recognised in the reporting period to which they relate, regardless of when cash is received or paid.

In the application of accounting standards, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making judgments.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgments made by management in the application of accounting standards that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.

The accounting policies set out below have been applied in preparing the financial statements for the year ended 30 June 2010 and the comparative information presented in these financial statements for the year ended 30 June 2009.

b. Revenue Recognition Revenues are measured at the fair value of the consideration received or receivable, net of any goods and services tax payable to the Australian Taxation Office. Goods or services received without consideration are recognised in the Comprehensive operating statement as resources received free of charge. Revenue is recognised for the main business activities as follows:-

Fees and charges Revenue from events, car parking and other fees and charges are recognised in the period in - 34 -

Fed Square Pty Ltd ACN 085 731 479

which the service is provided.

Tenancy rents Revenue in the form of tenancy rents and outgoings derived from operating leases on premises at Federation Square is recognised in the period in which the service is provided.

Grants Grants are recognised as income when the company gains control of the underlying assets. Where grants are reciprocal, income is recognised as performance occurs under the grant. Non-reciprocal grants are recognised as income when the grant is received or receivable. Conditional grants may be reciprocal or non-reciprocal depending on the terms of the grant.

Sponsorships Sponsorship revenue is recognised in the period in which the right to receive the revenue exists under each specific agreement.

Interest revenue Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.

Sale of non-current assets The gross proceeds from the sale of non-current assets are included as revenue at the date control of the asset passes to the buyer, which is usually when an unconditional contract of sale is signed. c. Goods and Services Tax Revenues, expenses and physical assets are recognised net of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances, the GST is recognised as either a part of the cost of the asset or as part of the expense incurred. Receivables and payables are stated inclusive of GST.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or current liability in the balance sheet.

Cash flows from operating activities are included in the Cash flow statement on a gross basis, inclusive of GST. The GST components of cash flows from investing activities and financing activities, that are payable to or recoverable from the ATO, are presented as operating cash flows. d. Income Tax The company is exempt from income tax pursuant to Section 24 AM of the Income Tax Assessment Act 1936. e. Leased Assets (Fed Square Pty Ltd as Lessee) Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

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Fed Square Pty Ltd ACN 085 731 479

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the entity‟s policy on borrowing costs.

Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset.

Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. f. Provisions A provision is recognised when there is a legal, equitable or constructive obligation as a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation, the timing or amount of which is uncertain.

If the effect is material, a provision is determined by discounting the expected future cash flows (adjusted for expected future risks) required to settle the obligation that reflects the current market assessment of the time value of money and the risks specific to the liability, being risk free rates on government bonds most closely matching the expected future payments.

When some or all of the economic benefit required to settle a provision is expected to be recovered from a third party, the recovery receivable is recognised as an asset when it is probable that the recovery will be received and is measured on a basis consistent with the measurement of the related provision.

In the balance sheet, a provision is recognised net of the recovery receivable when the entity: . has a legally recognised right to set-off the recovery receivable and the provision; . intends to settle on a net basis, or to realise the asset and settle the provision simultaneously.

In the Comprehensive operating statement, an expense recognised in respect of a provision is presented net of recovery. g. Borrowing Costs Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings and amortisation of ancillary costs incurred in connection with arrangements for borrowings. Borrowing costs are expensed in the period in which they relate. h. Property, Plant and Equipment Plant and equipment and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item.

Land and buildings are measured at fair value. Fair value is determined on the basis of an independent valuation by external valuation experts. The fair values are recognised in the financial statements and are reviewed at the end of each reporting period to ensure that the carrying value of land and buildings is not materially different from their fair values.

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Fed Square Pty Ltd ACN 085 731 479

Revaluation Revaluation increments are credited directly to equity in the asset revaluation reserve, except that, to the extent that an increment reverses a revaluation decrement in respect of that class of asset previously recognised as an expense in the net result, the increment is recognised as income in determining the net result.

Revaluation decrements are recognised immediately as expenses in the net result, except that, to the extent that a credit balance exists in the revaluation reserve in respect of the same class of assets, they are debited to the asset revaluation reserve.

Revaluation increases and revaluation decreases relating to individual assets within a class of property, plant and equipment are offset against one another within that class but are not offset in respect of assets in different classes.

Depreciation Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual reporting period. Items costing less than $5,000 are written off in the year of purchase.

The following estimated useful lives are used in the calculation of depreciation:

Category Life Buildings and improvements 5 - 100 years Plant and equipment 2 - 50 years

The cost of tenancy fit-outs provided under lease arrangements are amortised over the initial term of the relevant lease. i. Impairment of Assets At each reporting date, the company reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. Value in use is determined by the ‘depreciated replacement cost’, which is the current replacement cost of the asset less, where applicable, accumulated depreciation calculated on the basis of such cost to reflect the already consumed or expired future economic benefits of the asset.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

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Fed Square Pty Ltd ACN 085 731 479

j. Employee Entitlements

Wages, salaries and annual leave Liabilities for employee entitlements for wages and salaries (including non-monetary benefits) and annual leave represent present obligations resulting from employees‟ services provided up to the reporting date, calculated at undiscounted amounts based on remuneration rates, including on-costs, that the company expects to pay.

Superannuation All superannuation contributions are to defined contribution plans and expensed when incurred.

Long service leave The provision for employee benefits for long service leave represents the present value of the estimated future cash outflows to be made by the company resulting from employees‟ services provided up to the reporting date, including any periods of recognised prior service.

Unconditional long service leave, representing 7 or more years of continuous service, is disclosed as a current liability even where the company does not expect to settle the liability within 12 months because it will not have the unconditional right to defer the settlement of the entitlement should an employee take leave within 12 months. This component of the LSL liability is measured at nominal value. k. Financial assets and liabilities

i. Cash and deposits Cash includes cash on hand, deposits held and cash equivalents, which are highly liquid investments with short periods to maturity and readily convertible into cash on hand. They are subject to an insignificant risk of changes in value.

ii. Interest bearing liabilities Loans are recognised when issued at the amount of the net proceeds received. Interest is recognised in the Comprehensive operating statement on an effective yield basis.

iii. Receivables Debtors are generally settled within 30 days and are carried at amounts due. The ability to collect debts is assessed at year end and specific provision is made for any doubtful amounts.

iv. Payables These amounts represent liabilities for goods and services provided to the company prior to the end of the financial year and which remain unpaid. The amounts are unsecured and are paid usually within 30 days of recognition.

v. Net fair value of financial assets and liabilities Monetary financial assets and financial liabilities not readily traded in an organised financial market are determined by valuing them at the present value of contractual future cash flows on amount due from customers (reduced for expected credit losses) or due to suppliers. Cash flows are discounted using standard valuation techniques at the applicable on-market yield having regard to the timing of the cash flows. The carrying amounts of bank term deposits, receivables, payables, loans and employee benefits approximate net fair value.

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Fed Square Pty Ltd ACN 085 731 479

l. New Accounting Standards and Interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2010 reporting period. The Department of Treasury & Finance assesses the impact of these new standards and advises Government departments and related entities of their applicability and early adoption where applicable.

As at 30 June 2010 a number of standards and interpretations had been issued but were not mandatory for the financial year ending 30 June 2010. Whilst, these accounting standards and interpretations may have an impact on future reporting periods, the extent of their impact is considered not to warrant further disclosures.

The company has not, and does not intend to, adopt these standards early.

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Fed Square Pty Ltd ACN 085 731 479

Notes 2010 2009 $ $ 2. OPERATING REVENUE

Tenancy rents and charges 17,572,186 17,645,645 Car parking 3,419,078 2,991,577 Events 2,938,923 2,836,341 Sponsorship and grants 1,314,523 1,131,411 Other revenue 18,918 20,299 Total operating revenue 25,263,628 24,625,273

3. EXPENSES

(a) Site operating expenses Car park operations 634,197 758,002 Cleaning 1,455,815 1,570,589 Contractors 261,447 308,663 Maintenance 1,908,907 2,403,612 Security 1,338,036 1,381,164 Utilities 1,454,121 1,506,688 Placemaking 168,702 - Total site operating expenses 7,221,225 7,928,718

(b) Other expenses Administration and accounting 589,820 652,412 Bad and Doubtful debts 6 120,860 298,262 Insurance 661,823 579,874 Legal 86,149 110,519 Motor vehicles 30,123 35,343 Multimedia 423,456 678,009 Promotional expenses 587,651 578,891 Statutory rates and taxes 732,924 708,861 Tenancy expenses 1,950,980 1,216,102 Total other expenses 5,183,786 4,858,273

4. AUDITORS’ REMUNERATION

Amounts paid or due and payable to the Victorian Auditor- General‟s Office for audit of the financial statements 24,699 22,660

5. DIVIDENDS

There was no provision for dividends or dividends paid for the year (2008-2009: Nil).

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Fed Square Pty Ltd ACN 085 731 479

6. TRADE AND OTHER RECEIVABLES Notes 2010 2009 $ $

Debtors 1,301,485 1,157,499 Provision for doubtful debts (370,223) (390,862) Net debtors 931,262 766,637

Accrued income 216,554 419,851

Total trade and other receivables 1,147,816 1,186,488

The average credit period on sales of goods and rendering of services is 30 days. An allowance has been made for estimated irrecoverable receivable amounts arising from past sale of goods or rendering of services. The company has provided for receivables based on the estimated irrecoverable amounts determined by reference to past default experience.

Included in the company‟s receivables balance are debtors with a carrying amount of $475,285 (2008- 09: $492,940) which are past due at the reporting date for which the company has not provided for as there has not been a significant change in credit quality and the amounts are still considered recoverable. The company holds security in the form of bank guarantees amounting to $196,586 (2008-09: $188,437) against these balances. The average age of these receivables is 105 days (2008-09: 117 days).

Ageing of past due but not impaired 2010 2009 $ $ 30 – 60 days 175,367 246,330 60 – 90 days 113,534 108,712 Greater than 90 days 236,651 137,898 Total 525,552 492,940

Movement in allowance for doubtful debts 2010 2009 $ $ Balance at beginning of year (390,862) (168,434) Impairment losses recognised on receivables (100,000) (298,262) Amounts written off as uncollectable 120,639 75,834 Amounts recovered during the year - - Balance at end of year (370,223) (390,862)

Ageing of impaired receivables 2010 2009 $ $ Current 15,842 15,674 30 – 60 days 16,165 16,616 60 – 90 days 15,842 15,674 Greater than 90 days 322,374 342,898 Total 370,223 390,862

In determining the recoverability of a receivable, the company considers any change in the credit quality of the receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being diverse and unrelated. Accordingly, the Directors believe there is no further credit provision required in excess of the allowance for doubtful debts.

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Fed Square Pty Ltd ACN 085 731 479

7. PROPERTY, PLANT AND EQUIPMENT

Valuation Freehold Land An independent valuation of the company‟s freehold land was undertaken on behalf of the Department of Treasury and Finance by Edward Rushton Australia Pty Ltd, immediately before these assets were transferred to the company in June 2003. The market value of land used for the purposes of determining contributed capital by owners was $62,500,000 (Note 11).

Major assumptions or considerations of the valuer in determining the above values include:-

- the central portion of the land which is a strata and in effect an air right, has been ascribed a value equal to 10% of surrounding land values; - recognition has been given to the fact that these air rights are considerably larger than usual and more difficult and expensive to develop; - the valuation does not discount the land value on account of restrictions imposed by the planning permit for the site nor for the requirement to construct substantial open and enclosed public spaces.

Rushton Valuers Pty Ltd undertook further valuations of the land using the above assumptions with the latest effective date being 30 June 2008. The revalued carrying amount following the revaluation at 30 June 2008 is $156,780,000, which resulted in an increment to the asset revaluation surplus during 2007-08 of $31,355,000.

Buildings and Improvements An independent valuation of buildings and improvements was performed by WT Partnership during 2005-06 to determine their fair value as represented by depreciated replacement cost. The valuation was based on the original Principal‟s Instruction Register for works undertaken on the Federation Square project, adjusted to reflect current building market rates prevailing in Melbourne at the effective date of the valuation, this being 30 June 2006.

WT Partnership has confirmed a material movement in building related costs during the intervening period. Based on this building cost index the Directors revalued the carrying amount of buildings and improvements at $385,475,162 effective as at 30 June 2009.

The revaluation resulted in an increment to the revaluation reserve of $43,844,591 during 2008-09.

Notes 2010 2009 $ $

Freehold land – fair value 156,780,000 156,780,000

Buildings and improvements At fair value 411,585,190 411,354,752 Accumulated depreciation (33,356,021) (25,879,590) 378,229,169 385,475,162

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Fed Square Pty Ltd ACN 085 731 479

Notes 2010 2009 $ $ Plant and equipment At cost 90,608,062 89,841,370 Accumulated depreciation (34,354,492) (30,269,308) 56,253,570 59,572,062

Tenancy fit-outs At cost 1,800,005 1,800,005 Accumulated amortisation (1,708,966) (1,673,967) 91,039 126,038

Plant and equipment under finance lease 111,433 109,562 Less: Accumulated depreciation (34,557) (23,023) 76,876 86,539

Total property, plant and equipment 591,430,654 602,039,801

Reconciliations Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning of the current financial year are set out below:

Land Buildings and Plant and Tenancy Plant and Total property, improvements equipment fit-outs equipment under plant and lease equipment $ $ $ $ $ $ Carrying amount at 1 July 2008 156,780,000 348,521,552 63,562,837 215,786 75,155 569,155,330 Additions - 593,082 127,402 - 72,563 793,047 Disposals - - - - (42,225) (42,225) Revaluation - 43,844,591 - - - 43,844,591 Depreciation/Amortisation - (7,484,063) (4,118,177) (89,748) (18,954) (11,710,943)

Carrying amount at 1 July 2009 156,780,000 385,475,162 59,572,062 126,038 86,539 602,039,801 Additions - 230,438 766,692 - 37,544 1,034,674 Disposals - - - - (24,624) (24,624) Revaluation ------Depreciation/Amortisation - (7,476,431) (4,085,184) (34,999) (22,583) (11,619,197)

Carrying amount at 30 June 2010 156,780,000 378,229,169 56,253,570 91,039 76,876 591,430,654

Notes 2010 2009 $ $ 8. TRADE AND OTHER PAYABLES

Creditors 2,293,755 2,143,335 Advances 90,814 98,364 Salaries and associated costs 183,746 115,503 Total trade and other payables 2,568,315 2,357,202

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Fed Square Pty Ltd ACN 085 731 479

9. PROVISIONS Notes 2010 2009 $ $ Current Employee entitlements 310,280 297,159 Fringe benefits tax 9,888 11,111 320,168 308,270

Non-Current Employee entitlements 18,593 31,206

10. INTEREST BEARING LIABILITIES

Loans 29,313,090 31,886,065 Lease liability 14 77,748 88,025 29,390,838 31,974,090

Current liability 2,773,518 2,593,881 Non-current liability 26,617,320 29,380,209 29,390,838 31,974,090

Loans are provided by the Treasury Corporation of Victoria in the form of fixed interest annuities and are secured by a guarantee from the Treasurer of Victoria. The loans will be fully repaid in 2019.

Lease liabilities represent motor vehicles leased from Vic Fleet, a unit of the Victorian Department of Treasury and Finance. The motor vehicles provide security under the terms of the lease.

11. CONTRIBUTED CAPITAL

Fed Square Pty Ltd is a company wholly owned by State Trustees Limited as custodian trustee on behalf of the State of Victoria. The share is held pursuant to the State Investment Trust Deed and the Treasurer of Victoria is the Minister responsible for the State Holding in Fed Square Pty Ltd under the Deed.

The allocation statement dated 27 June 2003 approved by the Minister for Finance requires Fed Square Pty Ltd to record the value of assets transferred to the company in 2002-2003 as a capital injection by the State Government as owners. The total amount of the contributed capital comprises $373,440,507 for buildings and improvements, plant and equipment, and $62,500,000 for land.

The transfer was effective from 30 June 2003 and is in accordance with the Department of Treasury and Finance ‘Accounting and Financial Reporting Bulletin No.39 – Accounting for Contributed Capital’.

Notes 2010 2009 $ $

Issued and paid-up share capital (1 share @ $1 ea.) 1 1 Contributed capital 435,940,507 435,940,507 Total Contributed Capital 435,940,508 435,940,508

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Fed Square Pty Ltd ACN 085 731 479

12. ACCUMULATED DEFICIT Notes 2010 2009 $ $

Accumulated deficit at beginning of financial year (20,898,953) (12,632,318) Total comprehensive result (6,798,100) (8,266,635) Accumulated deficit at end of financial year (27,697,053) (20,898,953)

13. ASSET REVALUATION SURPLUS

Balance at beginning of financial year 173,490,298 129,645,707 Revaluation increments/(decrements) - 43,844,591 Balance at end of financial year 173,490,298 173,490,298

14. LEASES

Finance Leases (Fed Square Pty Ltd as Lessee)

Finance lease liabilities payable: - not later than one year 42,612 23,705 - later than one year and not later than five years 39,575 74,561 Minimum lease payments 82,187 98,266

Less: future finance charges (4,439) (10,241) Recognised as a lease liability 1(e), 10 77,748 88,025

Operating Leases (Fed Square Pty Ltd as Lessor)

Operating leases relate to premises owned by Fed Square Pty Ltd from which the company derives rental income.

Non-cancellable operating lease receivables: - not later than one year 14,036,116 14,501,621 - later than one year and not later than five years 46,526,555 41,533,419 - later than five years 71,751,454 68,188,967 1(e) 132,314,125 124,224,007

15. EMPLOYEE SUPERANNUATION FUNDS

Fed Square Pty Ltd contributes to superannuation at the minimum rate required by the Superannuation Guarantee (Administration) Act 1992. Each employee (including Directors) is able to nominate a complying fund in accordance with the Act. Additional contributions are optional at the discretion of employees. During the year a total of $331,277 (2008-2009: $257,058) was paid or payable by the company to the various funds.

As at 30 June 2010 there was no amount owing to superannuation funds not brought to account (2008- 2009: Nil). Fed Square Pty Ltd employed 40 full time equivalent employees as at 30 June 2010 (2008- 2009: 36). All superannuation payments are paid to accumulation funds.

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Fed Square Pty Ltd ACN 085 731 479

16. SUBSEQUENT EVENTS

There were no subsequent events after balance date expected to have a material affect on the financial statements of Fed Square Pty Ltd that are not otherwise disclosed in the financial statements and notes.

17. CASH ASSETS

(a) Reconciliation of Cash For the purposes of the cash flow statement, cash includes cash on hand, cash at bank and short term deposits. Cash as at the end of the financial year as shown in the Cash Flow Statement is reconciled to the related items in the balance sheet as follows:

Notes 2010 2009 $ $

Cash on hand and at bank 323,495 186,674 Term deposits 20,795,744 19,539,697 Cash balance as per cash flow statement 21,119,239 19,726,371

(b) Reconciliation of loss from ordinary activities to net cash provided by operating activities: Net deficit (6,798,100) (8,266,635)

Adjustments for non-cash items: - Depreciation and amortisation 11,619,197 11,710,943 - Provision for doubtful debts 120,860 298,262 Net cash inflows from operating activities before changes in assets and liabilities 4,941,957 3,742,570

Changes in assets and liabilities

(Increase) / Decrease in receivables (82,830) 77 (Increase) / Decrease in prepayments (83,997) (69,986) Increase / (Decrease) in payables 211,114 476,157 Increase / (Decrease) in provisions (715) 68,107

Net cash flows from operating activities 4,985,529 4,216,925

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Fed Square Pty Ltd ACN 085 731 479

18. FINANCIAL INSTRUMENTS

Floating 1 year or Over 1 More than Non- Total Interest less year to 5 5 years interest Rate years bearing 30 June 2010 Note $ $ $ $ $ $

Financial Assets Cash and deposits 17(a) 323,495 20,795,744 - - - 21,119,239 Receivables 6 - - - - 1,147,816 1,147,816 323,495 20,795,744 - - 1,147,816 22,267,055

Weighted Average 2.98% 4.38 % Interest Rate

Financial Liabilities Payables 8 - - - - 2,568,315 2,568,315 Lease Liabilities 10 - 38,696 39,052 - - 77,748 Loans 10 - 2,734,821 16,483,382 10,094,886 - 29,313,089 - 2,773,517 16,522,434 10,094,886 2,568,315 31,959,152

Weighted Average 6.16% 6.16% 6.25% Interest Rate

Floating 1 year or Over 1 More than Non- Total Interest less year to 5 5 years interest Rate years bearing 30 June 2009 Note $ $ $ $ $ $

Financial Assets Cash and deposits 17(a) 186,674 19,539,697 - - - 19,726,371 Receivables 6 - - - - 1,186,488 1,186,488 186,674 19,539,697 - - 1,186,488 20,912,859

Weighted Average 2.11% 3.23 % Interest Rate

Financial Liabilities Payables 8 - - - - 2,357,202 2,357,202 Lease Liabilities 10 - 20,905 67,120 - - 88,025 Loans 10 - 2,572,975 15,507,113 13,805,977 - 31,886,065 - 2,593,880 15,574,233 13,805,977 2,357,200 34,331,292

Weighted Average 6.10% 6.13% 6.23% Interest Rate

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Fed Square Pty Ltd ACN 085 731 479

(a) Financial Risk Management

The company has an immaterial exposure to financial risk from market risk (including currency risk and price risk), credit risk, liquidity risk and interest rate risk. The company does not use derivative financial instruments to hedge against risk exposures nor for speculative purposes. Financial risks are reported to the Board at each meeting.

(b) Interest Rate Risk Exposures

The company‟s exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities is set out above. There is no interest rate risk associated with loans as all borrowings are made at fixed rates of interest from Treasury Corporation Victoria. The following sensitivity analysis has been determined on the exposure to variable interest rates at the reporting date. If variable interest rates had been 50 basis points higher or lower and all other variables were held constant, the company‟s deficit would decrease by $104,412 (2008-2009: $94,767) and increase by $104,333 (2008-2009: $94,695) respectively. This is mainly attributable to the company‟s return on investments held in the form of cash assets.

(c) Liquidity Risk Exposure

The company has no significant exposure to liquidity risk. The table above details the company‟s remaining contractual maturity for its financial liabilities. The tables have been prepared based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay

(d) Credit Risk Exposures

The credit risk on financial assets that have been recognised on the balance sheet, is the carrying amount, net of any provision for doubtful debts. The carrying amount on the balance sheet represents the company‟s maximum exposure to credit risk for receivables.

Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the company. The company has a policy of only providing material credit to creditworthy counterparties and obtaining industry standard security over leases in the form of bank guarantees or cash advances. The company‟s exposure and the credit worthiness of counterparties is continually monitored.

Activities that give rise to credit risk are the granting of credit to customers and tenants at Federation Square. The company does not have any significant exposure to a single counterparty and trade receivables comprise a large number of diverse customers with differing characteristics.

The credit risk on liquid funds is limited because the counterparties are banks or Government agencies with high credit ratings.

(e) Net fair values of financial assets and liabilities

Valuation approach The carrying amounts of financial assets and financial liabilities on the balance sheet approximate fair value.

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Fed Square Pty Ltd ACN 085 731 479

19. DIRECTORS’ REMUNERATION Director Super- Total Fees annuation Payments

Mr. J. F. Harvey (Chairman) 51,470 4,632 56,102 Ms. H. Kapalos 24,050 2,165 26,215 Mr. K.F. Wong 24,050 2,165 26,215 Ms. L.E. Sanger 18,038 1,623 19,661

Total income paid or payable to Directors of Fed $117,608 $10,585 $128,193 Square Pty Ltd by the company.

Directors‟ income includes superannuation but not insurance premiums of $51,110 (2008-2009: $41,236) paid by the company in respect of Directors‟ and Officers‟ Liabilities.

20. EXECUTIVE REMUNERATION 2010 2009 $ $ The number of executive officers of the company whose Number Number remuneration from the company fell within the following bands:-

$130,000 - $139,999 1 1 $140,000 - $149,999 0 0 $150,000 - $159,999 0 1 $160,000 - $169,999 1 1 $170,000 - $179,999 1 0 $270,000 - $279,999 1 0 $280,000 - $289,999 (* Includes performance bonus for 2007-08) 0 *1

4 4

Total remuneration paid or payable to executive officers of Fed $ 751,099 $ 750,728 Square Pty Ltd by the company, whose income is $100,000 or more.

21. RELATED PARTY DISCLOSURES

(a) Names of Directors

The Directors of Fed Square during the year were:

Mr. John Frederick Harvey (Chairman) Ms. Helen Kapalos Mr Kee Fatt Wong Ms Liberty Emma Sanger (Appointed 1 October 2009)

(b) Transactions with Directors and Director-Related Entities

There were no transactions made with Directors (or Director related entities) except for payments made for performing the functions of Director - refer note 19 (2008-2009: Nil). As at the 30 June 2010 there exists no contingent or actual liabilities of Fed Square Pty Ltd for

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Fed Square Pty Ltd ACN 085 731 479

termination benefits under service agreements to Directors or persons who take part in the management of Fed Square Pty Ltd. No loans were made to Directors during the year (2008- 2009: Nil).

(c) Other Related Parties

All other transactions with related entities are at arms length. Fed Square Pty Ltd deals with a number of State Government departments in the course of conducting its operations.

22. REPAIRS AND MAINTENANCE

The three year financial plan for Federation Square contains reference to repairs and maintenance expenditure forecasts to 2013. These estimates allow for Fed Square Pty Ltd to undertake the necessary planned maintenance that will maintain Federation Square to the standards expected by the Victorian Government and the wider community.

They do not provide for unplanned problems of an extreme cost nature nor for the complete refurbishment of substantial parts of the Square. Whilst unlikely in the formative years, there is an expectation that the State Government will meet such costs if they arise.

Accordingly, Fed Square Pty Ltd has not established a sinking fund for such purposes, however, the company considers this to be appropriate over the long term and is continuing discussions with the Department of Treasury and Finance to determine a funding model for such expenditure.

23. CAPITAL COMMITMENTS

There were no material capital commitments at 30 June 2010 (2008-2009: Nil).

24. CONTINGENT LIABILITIES AND ASSETS

In the course of conducting its ordinary business, Fed Square Pty Ltd is at risk from claims arising from incidents occurring at Federation Square. These may take the form of public liability claims from people who are injured whilst visiting the site or legal claims from disputes with tenants or venue hirers. In the company‟s opinion, the financial risk from such claims is low.

There are no known contingent assets at balance date.

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Fed Square Pty Ltd ACN 085 731 479

Directors’ Declaration

The Directors declare that:

(a) the financial statements and associated notes comply with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

(b) the financial statements and notes give a true and fair view of the company‟s financial position as at 30 June 2010 and of its performance, as represented by the results of its operations and its cash flows, for the year ended 30 June 2010;

(c) in the Directors‟ opinion:

(i) the financial statements and notes are in accordance with the Corporations Act 2001, and

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

(d) at the date of signing these statements the Directors are not aware of any circumstances that would render any particulars included in these statements misleading or inaccurate.

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

Melbourne 8th September 2010

...... John Harvey (Chairman)

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Fed Square Pty Ltd ACN 085 731 479

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Fed Square Pty Ltd ACN 085 731 479

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