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2012 Annual Report Company, of the Rio Tinto Group

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2012 Annual Report Company, of the Rio Tinto Group BOUGAINVILLE COPPER LIMITED ANNUAL REPORT 2012 BOUGAINVILLE COPPER LIMITED ANNUAL REPORT Incorporated in Papua New Guinea A.R.B.N. 007 497 869 Overview From 1972 until 1989 when operations were suspended, Bougainville Copper is owned 53.83 per cent by Rio Bougainville Copper Limited (Bougainville Copper) Tinto Limited. The Papua New Guinea Government owns operated a large open pit mine and processing facility at 19.06 per cent, while public shareholders hold the Panguna on Bougainville Island in the North Solomons remaining 27.11 per cent of the share capital. Province of Papua New Guinea (PNG) producing copper Bougainville Copper on-line concentrate containing significant quantities of gold and Information about Bougainville Copper is available on our silver. On 15 May 1989 production was brought to a halt website – www.bougainvillecopper.com.pg. The Annual by militant activity. Report and other information can be downloaded from In the 17 years prior to 1989, the mine produced this location. concentrate containing three million tonnes of copper, 306 tonnes of gold and 784 tonnes of silver. The Notice of meeting production had a value of K5.2 billion which represented The Annual General Meeting of Bougainville Copper will approximately 44 per cent of Papua New Guinea’s be held at 2pm on Monday, 8 April 2013 at the exports over that period. Contributions to the National Grand Papua Hotel, Mary Street, Government in the form of taxes, duties and dividends Port Moresby, Papua New Guinea. were approximately 17 per cent of internally generated A separate Notice of Meeting is enclosed. Papua New Guinea Government revenue during that time. All shareholders are cordially invited to attend. A total of K1,088 million was contributed to the National Government, which represented 62 per cent of the net Directors cash generated by the project between 1972-1989. In addition, payments to the North Solomons Provincial Peter Robert Taylor (chairman) Government and Panguna landowners, together with Robert Staley Burns provisions made since 1990, amounted to K114 million. Jean-Sebastien Jacques Further, Bougainville Copper’s presence in the North Sir Rabbie Langanai Namaliu Solomons Province had promoted the development of Ian James Williams significant local business enterprises to provide goods and services required for the mining operation and for Secretary the residents of the province. Paul Derek Coleman Bougainville Copper trained some 12,000 employees, including approximately 1,000 completing full trade Contents apprenticeships and some 400 completing graduate and Introduction 1 post graduate studies that resulted in considerable The year in brief 2 progress in the localisation of the company’s employees and significantly added to the number of skilled workers Chairman’s statement and our year in review 3 elsewhere in the country’s workforce. At the end of Directors’ report7 2012, the company had no employees. The activities of Resource statement 9 the company are managed on a contracted services basis Corporate governance statement 10 by a small team of Rio Tinto PNG Limited staff based in Port Moresby. Financial statements 16 Since the suspension of mining operations the company Independent audit report30 has retained, in good standing, its mine lease and other Directors’ declaration 31 leases on Bougainville. The company’s special mining Corporate information 32 lease lapsed through effluction of time on 10 April 2011 Distribution of the benefits 34 and in accordance with the applicable legislation the Statistical summary 36 company is entitled to a 21 year extension which has been applied for but not as yet granted. 1 BOUGAINVILLE COPPER LIMITED ANNUAL REPORT The year in brief 2012 has been a good year for the company in respect to the following five dot points: 2012 2011 • Preparation for a return to active exploration Investment income (K’000) 6,151 8,233 and mining has gathered pace, although full access by the company to the Panguna Operating profit (loss) (K’000) (5,424) (3,673) property is still not possible. Earnings per share (toea) (1.352) (0.916) • The year saw the formation of legally sanctioned landowner associations and a Shareholders’ funds (K’000) 334,661 322,499 peak body in preparation for re-negotiation of the Bougainville Copper Agreement. Return on shareholders’ funds (per cent) (1.621) (1.139) An historic meeting at Buka between landowners and senior company management resulted in a full and friendly exchange of views. This reflects the almost universal consensus on Bougainville in favour of a re-start at Panguna, with Bougainville Copper Limited as the preferred operator. • An upgraded Order of Magnitude Study resulted in revised underlying financial and technical assumptions. As a result of the study and the JORC compliance process, there has been a significant increase in the Panguna resource. • Mr Jean-Sebastien Jacques, Rio Tinto’s president of international copper operations, joined the company board in 2012. The appointment underlines the commitment of the company’s largest shareholder to the Panguna property. • The National Government has re-invigorated the Joint Supervisory Body consultative process and delivered substantial funding to Bougainville. • For the year ended 31 December 2012, a loss of K5.4 million was recorded, compared with a planned loss of K12.2 million. In comparison, the 2011 loss was K3.7 million. Income from interest and realised capital gains on the disposal of investments were above budget, with administration and project costs being under budget. • The company achieved higher returns on investments and a significant increase in the overall value of investments. The company’s investments outperformed the market by more than 8 per cent. 2 BOUGAINVILLE COPPER LIMITED ANNUAL REPORT Chairman’s statement and our year in review – 2012 Results Tax Dispute For the year ended 31 December 2012, a loss of K5.4 The process of discovery in this protracted matter is now million was recorded, compared with a projected loss of complete. A number of affidavits have been filed by K12.2 million. In comparison, the 2011 loss was K3.7 Bougainville Copper and served. These affidavits contain million. material which the board believes may be of advantage Income from interest and realised capital gains on the to the company’s case. disposal of investments were above budget, with As has been reported in previous years, the company administration and project costs being under budget. lodged formal objections to a reassessment by the The tax dispute legal fees continue to be a drain on Internal Revenue Commission (IRC) of Bougainville funds. Copper’s claims for losses due to the suspension of mining operations in 1989, and for depreciation of its Dividend Policy remaining mine assets. The case is ongoing in the Due to the loss recorded and the need to preserve cash National Court of Papua New Guinea. for future development, the company will not pay a The company paid approximately K13 million to the IRC dividend. during the 2007 year (which is close to the claimed unpaid primary tax). A further K48.8 million was paid to Safety the IRC during the 2010 year under the terms of a court- Rio Tinto places safety at the forefront and has in place a sanctioned arrangement to place the IRC in possession of comprehensive set of safety standards to ensure that it funds sufficient to pay all outstanding assessments, provides a safe working environment and that its penalties and interest claimed by the IRC. This employees and contractors comply with best practice arrangement also ensures that those funds are available safety procedures. Bougainville Copper complies with the for return to Bougainville Copper in the event that the requirements of the Rio Tinto safety policy. company’s challenges to the assessments are ultimately upheld by the courts. This money is invested and is Investment Strategy bearing interest. Bougainville Copper’s liquid assets continue to be cash It is the company’s intension to pursue a path of and Australian equities. The Australian equity market has negotiation, supported by the newly obtained material, performed strongly over the period, resulting in the which could produce a settlement with the IRC which is company achieving higher returns on investments and a mutually acceptable. If the company cannot achieve a significant increase in the overall value of investments. In satisfactory settlement it will rely upon the accounting fact, in terms of market value, Bougainville Copper’s and legal advice it has received and test the issues in investments outperformed the market by more than court. 8 per cent. We intend to continue with the current investment Bougainville Copper Agreement strategy for as long as the Investment committee deems Several new developments have occurred which should this to be the best option. help facilitate the re-negotiation of the Bougainville It is expected that income for 2013 should improve in Copper Agreement (BCA), which is a necessary precursor terms of percentage returns but the size of the of any future investment decisions. investment portfolio continues to be reduced as a result The Bougainville Copper Agreement is an act of the PNG of the tax dispute discussed below and the necessary sell National Parliament, and as such can only be modified or down of investments to fund the company’s activities. repealed by the Parliament. The company has sufficient funds to cover its ongoing It is recognised by all stakeholders, including Bougainville expenditure under the current plan, and also to carry it Copper, that the Agreement was drawn up in times and through to a pre-feasibility study in the medium term. circumstances that differ from those prevailing today and The market has been kept aware of the company’s wish that changes need to be made to accommodate the to raise development funds as and when the need arises.
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