Living Cell Technologies Limited

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1 Consolidated financial statements For the Year Ended 30 June 2015

2 Contents for the year ended 30 June 2015 Consolidated Financial Statements Corporate governance statement 3 Director's report 12 Auditors independence declaration under section 307C of the Corporations Act Consolidated statement of profit or loss and other comprehensive income 23 Consolidated statement of financial position 24 Consolidated statement of changes in equity 25 Consolidated statement of cash flows 26 Notes to the financial statements 27 Director's declaration 47 Independent Audit Report 48 Additional information for listed public companies 50 Page

3 Corporate Governance Statement 30 June 2015 The board is committed to achieving and demonstrating the highest standards of corporate governance. The board continues to refine and improve the governance framework and practices in place to ensure they serve the interests of shareholders. The Company complies with the Australian Securities Exchange (ASX) Corporate Governance Council s Corporate Governance Principles and Recommendations (the Principles). Copies of Living Cell Technologies Limited's board and board committee charters and key corporate governance policies are available in the Corporate Governance section of the website at Principle 1: Lay solid foundations for management and oversight Role of the board and management The board of directors is responsible for the corporate governance of the Company. The board provides strategic guidance for the Company and effective oversight of management. The board guides and monitors the business and affairs of the consolidated entity on behalf of the shareholders by whom they are elected and to whom they are accountable. The board has adopted a charter that details its roles and responsibilities, which is available on our website. The board has delegated responsibility for day-to-day management of the Company to the Chief Executive Officer (CEO) and there is a formal delegations structure in place which sets out the powers delegated to the CEO and those specifically retained by the board, these delegations are reviewed on a regular basis. Responsibilities of the board The board is responsible for: overseeing the company, including its control and accountability systems; overseeing the integrity of the accounting and corporate systems, including external audit; appointing and removing the CEO; Where appropriate, ratifying the appointment and removal of senior executives; providing input into and final approval of management s development of corporate strategy and performance objectives; reviewing, ratifying and monitoring systems of risk management and internal controls, codes of conduct and legal compliance; monitoring senior executives' performance and implementation of strategy; ensuring timely and balanced disclosure of all material information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company's securities; ensuring appropriate resources are available to senior executives; approving and monitoring the operating budgets and progress of major capital expenditure, capital management and acquisitions and divestures; and monitoring the effectiveness of the entity's governance practices. Allocation of individual responsibilities Formal letters of appointment are provided to all new directors and employment agreements to senior executives setting out key terms and conditions of their appointment. Responsibilities of management Management are responsible for implementing the strategic objectives of the company and operating within the risk appetite set by the board as well as other aspects of the day-to-day running of the Company. 3

4 Corporate Governance Statement 30 June 2015 Management is also responsible for providing the board with accurate, timely clear information to enable the board to perform its responsibilities. Induction All new directors participate in a formal induction process co-ordinated by the Chief Executive. This induction process includes briefings on the Company s financial, strategic, operational and risk management position, the Company s governance framework and key developments in the Company and the industry and environment in which it operates. Role and accountability of the Company Secretary The Company Secretary is appointed by the Board and is responsible for: Advising the board and its committees on governance matters; Monitoring compliance with board policies and procedures; Co-ordinating board papers; Accurately recording decisions and discussions from board meetings; and Co-ordinating the induction and professional development of directors. Ongoing training Directors identify additional training needs on an ongoing basis and attend these as necessary to ensure they have the appropriate skills and knowledge to perform their role. Evaluation of directors and senior executives A performance evaluation for directors and senior executives take place at least annually, the last review took place in 2014 in compliance with the established evaluation process. The Company s policy for directors and senior executive evaluation is available in the remuneration and nomination committee charter on the Company s website and in the remuneration report. Additional development opportunities have been identified for directors following the evaluations. Appointment of board members Prior to appointing or putting forward a candidate for election to the board, appropriate checks such as character, experience, criminal records and education are performed. All material information in the Company's possession is provided to security holders to allow them to make an informed decision about the suitability of the candidate. Diversity policy In respect of diversity, the board considers that diversity includes differences that relate to gender, age, ethnicity and cultural background. It also includes differences in background and life experience, communication styles, interpersonal skills, education and problem solving skills. The board seeks to develop a culture of diversity within the Company whereby a mix of skills and diverse backgrounds are employed by the Company through structuring the recruitment processes so that a diverse range of candidates are considered and there are no excuses or unconscious biases that might discriminate against certain candidates. The Company strives to: develop and maintain a diverse and skilled workforce through transparent recruitment processes. promote an inclusive workplace culture that values and utilises the contributions of all employees backgrounds, experiences and perspective though improved awareness of the benefits of workforce diversity. facilitate diversity in the workplace by developing programs that promote growth for all employees, so each employee may reach their full potential, and providing maximum benefit for the Company. set measurable objectives to encourage diversity within the Company. 4

5 Corporate Governance Statement 30 June 2015 Proportion of: Target % Actual % Women employees in the whole organisation Women in senior executive positions Women on the board Living Cell Technologies Limited considers employees reporting to the chief executive to be the senior executives of the company. Principle 2: Structure the board to add value The board s policy is that the board needs to have an appropriate mix of skills, experience, expertise and diversity to be well equipped to help the Company navigate the range of challenges faced by the company. The names, independence status and terms of service of the members of the Board as at the date of this report are set out below: Directors Name Independence Status Length of Service Roy Austin (chairman) Independent 4 years Robert Elliott Non-executive 11 years Laurie Hunter Independent 9 years Bernard Tuch Independent 4 years Robert Willcocks Independent 4 years Details of the board member s experience, expertise and qualifications are set out in the director's report. The majority of the board are independent. Composition of the board The board s composition is determined based on criteria set out in the Company s constitution and the board charter. The board seeks to ensure that: At any point in time, its membership represents an appropriate balance between directors with experience and knowledge of the Company and directors with an external or fresh perspective; There is a sufficient number of directors to serve on board committees without overburdening the directors or making it difficult for them to fully discharge their responsibilities; and The size of the board is appropriate to facilitate effective discussion and efficient decision making. In accordance with the ASX Listing Rules, Corporations Act and the Company's constitution, the Company holds an election of directors each year. Board committees To ensure that the responsibilities of the board are upheld and executed to the highest level, the board has established the following board committees: Audit and compliance committee Remuneration and nomination committee Each of these committees has established charters and operating procedures in place, which are reviewed on a regular basis. The board may establish other committees from time to time to deal with other matters. The committees have access to the Company s executives and senior management as well as independent advice. Copies of the minutes of each committee meeting are made available to the full board, and the chairman of each committee provides an update on the outcomes at the board meeting that immediately follows the committee meeting. 5

6 Corporate Governance Statement 30 June 2015 Board skills matrix The key skills required by the board are highlighted in the matrix below, the board believes that there are sufficient directors with these skills and there are no significant deficiencies in these skills in the current board. Risk and compliance: Identify key risks to the company related to each key areas of operations. Ability to monitor risk and compliance and knowledge of legal and regulatory requirements. Financial and audit: Experience in accounting and finance to analyse statements, assess financial viability, contribute to financial planning, overseas budgets and funding arrangements. Strategy: Ability to identify and critically assess strategic opportunities and threats to the organisation. Develop strategies in context to our policies and business objectives. Policy development: Ability to identify key issues for the organisation and develop appropriate policy parameters within which the company should operate. Independent decision making The board recognises the important contribution independent directors make to good corporate governance. All directors, whether independent or not, are required to act in the best interests of the Company and to exercise unfettered and independent judgment. A director is considered to be independent if he or she is free of any interest, position, association or relationship that might influence or reasonably be perceived to influence, in a material respect, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its security holders generally. If any director believes there is a change in their independence status, they are required to notify the board as soon as possible. The board has adopted specific principles in relation to directors independence and considers the following, at least annually, when determining if a director is independent: Whether the director: Is a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company. Is employed, or has previously been employed in an executive capacity by the company or another group member, and there has not been a period of at least three years between ceasing such employment and serving on the board. Has within the last three years been a principal of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided. Is a material supplier or customer of the company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer. Has a material contractual relationship with the company or another group member other than as a director. Role of the Chair The chair of the board is responsible for leadership of the board and for the efficient organisation and conduct of the board s functioning. The chair facilitates the effective contribution of all directors and promotes constructive and respectful relations between directors and between board and management. 6

7 Corporate Governance Statement 30 June 2015 Remuneration and nomination committee The remuneration and nomination committee meets as required during the year to assist the board in fulfilling its corporate governance responsibilities in regard to: Board appointments, re-elections and performance and general succession planning for board / senior management; Directors induction and continuing development; Board committee membership; and Endorsement of executive appointments. The remuneration and nomination committee s charter which is available in the corporate governance section of the Company s website, sets out the committee s responsibilities which include making recommendations to the board on the appropriate skill mix, personal qualities, expertise and diversity of each position following the annual assessment of the board. When a vacancy exists or there is a need for particular skills, the committee, in consultation with the board, determines the selection criteria based on the skills deemed necessary. Board appointees must stand for election at the next Annual General Meeting of shareholders. The committee also makes recommendations to the board and oversees implementation of the procedure for evaluating the board s performance, as well as oversees and makes recommendations to the board in respect of ongoing training requirements of directors. Members of the remuneration and nomination committee and their director status are: Name Executive / Non-Executive Independent? Roy Austin Non-executive Independent Bernard Tuch (Chairman) Non-executive Independent Robert Willcocks Non-executive Independent The members of the committee, their qualifications and experience and their attendance at meetings are included in the director's report. Access to information The Board is provided with the information it needs to discharge its responsibilities effectively and all directors have complete access to senior management through the CEO or Company Secretary at any time. In certain circumstances, each director has the right to seek independent professional advice at the Company s expense, within specified limits, or with the prior approval of the board. Principle 3: Act ethically and responsibly Code of conduct The Board acknowledges and emphasises the importance of all directors and employees maintaining the highest standards of corporate governance practice and ethical conduct. A code of conduct has been established requiring directors and employees to: Act in the best interest of the entity; Act honestly and with high standards of personal integrity; Exercise due care and diligence in fulfilling the functions of office; Avoid conflicts and make full disclosure of any possible conflicts of interest; Comply with the laws and regulations that apply to the entity and its operations; Not knowingly participate in any illegal or unethical activity; and Comply with the Company's securities trading policy. A copy of the Code of Conduct is available from the company s website. 7

8 Corporate Governance Statement 30 June 2015 Principle 4: Safeguard integrity in corporate reporting Audit and compliance committee The audit and compliance committee assists the board in fulfilling its corporate governance responsibilities in regard to: the adequacy of the entity's corporate reporting processes; whether the entity's financial statements reflect the understanding of the committee members of, and otherwise provide a true and fair view of, the financial position and performance of the entity; the appropriateness of the accounting judgements or choices exercised by management in preparing the entity's financial statements; the appointment or removal, rotation, independence and performance of the external auditor; the scope and adequacy of the external audit and any non-audit services; Members of the audit and compliance committee and their director status are: Name Executive / Non-Executive Independent? Roy Austin Non-executive Independent Laurie Hunter Non-executive Independent Robert Willcocks (Chairman) Non-executive Independent The members of the committee, their qualifications and experience and their attendance at meetings is included in the director's report. The committee reports to the full Board after every meeting on all matters relevant to the committee s roles and responsibilities. The committee charter is available on the company's website. External auditor The audit and compliance committee oversees the relationship with the external auditor. In accordance with the Corporations Act 2001, the lead Audit Partner on the audit is required to rotate at the completion of a 5 year term. The external auditor attends the AGM and is available to answer your shareholder questions about the conduct of the audit and the preparation and content of the auditor s report. The board have received from its Chief Executive Officer and Chief Financial Officer a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Internal control The board is responsible for reviewing the company s policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. The board has received assurance from the Chief Executive Officer and the Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. 8

9 Corporate Governance Statement 30 June 2015 Principle 5: Make timely and balanced disclosure Living Cell Technologies Limited has established policies and procedures to ensure timely and balanced disclosures of all material matters concerning the Company, and to ensure that all investors have equal and timely access to information on the Company s financial performance. These policies and procedures include a comprehensive disclosure policy that includes identification of matters that may have a material effect on the price on the Company s securities, quality control procedures over announcements, notifying them to the ASX, posting relevant information on the Company s website and issuing media releases. The continuous disclosure and market communications policy is available on the Company's website. The Annual Report includes relevant information about the operations of the Company during the year, key financial information, changes in the state of affairs and indications of future developments. The Annual Reports for the current year and for previous years are available under the Investor Relations section of the company website. The half year and full year financial results are announced to the ASX and are available to shareholders via the websites of the Company and ASX. All announcements made to the market, and related information (including presentations to investors and information provided to analysts or the media during briefings) are made available to all shareholders under the investor relations section of the Company website after they are released to the ASX. All ASX announcements, media releases and financial information are available on Company website within one day of public release. Principle 6: Respect the rights of security holders The Company Secretary has been nominated as the person responsible for communications with the ASX. All executive management have an ongoing obligation to advise the Company Secretary of any material non-public information which may need to be communicated to the market. The Company has an Investor Relations Program which promotes effective communication with shareholders, encourages participation at general meetings and encourages communications throughout the year. The Company engages with its security holders through: Giving them ready access to information about the entity and its governance via the Company website; Communicating openly and honestly with them; Encouraging and facilitating their participation in meetings of security holders; and Providing an address on all communication for security holders who wish to contact the Company. The Company makes all ASX announcements available via its website. In addition, shareholders who are registered receive notification of announcements. The Notice of Annual General Meeting (AGM) will be provided to all shareholders and posted on the company s website. Notices for general meetings and other communications with shareholders are drafted to ensure that they are honest, accurate and not misleading and that the nature of the business of the meeting is clearly stated and explained where necessary. The Board encourages full participation by shareholders at the Annual General Meeting to ensure a high level of director accountability to shareholders and shareholder identification with the Company s strategy and goals. For shareholders unable to attend an AGM the Notice of Meeting, gives shareholders the opportunity to forward questions and comments to the company or the external auditor prior to the AGM. 9

10 Corporate Governance Statement 30 June 2015 Principle 7: Recognise and manage risk The board considers identification and management of key risks associated with the business as vital to maximise shareholder wealth. It has decided not to establish a risk committee because the matter is sufficiently important to warrant the attention of the whole board. The board does not consider that it has material exposure to economic, environmental and social sustainability risks. A yearly assessment of the business's risk profile is undertaken and reviewed by the board, covering all aspects of the business from the operational level through to strategic level risks. The CEO has been delegated the task of implementing internal controls to identify and manage risks for which the board provides oversight. The effectiveness of these controls is monitored and reviewed regularly. The recent economic environment has emphasised the importance of managing and reassessing its key business risks. The board review the risk register and discuss any updates in identified risks at each meeting as a standard agenda item. The yearly assessment of the business risk profile was performed on 29 April The board is responsible for reviewing the company s policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. The board requires management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The board has received a report from management as to the effectiveness of the company's management of its material business risks and internal control. The Company does not have an internal audit function because it is too small to warrant one. The evaluation of the risk management and internal control process is the responsibility of the board and is performed in conjunction with senior executives. External consultants may be used in certain circumstances, however have not been used during this financial year. The Company s risk related policies may be found with other corporate governance policies under the Corporate Governance section of the company s website. Principle 8: Remunerate fairly and responsibly The Company s remuneration policy is designed in such a way that it: motivates senior executives to pursue the long-term growth and success of the Company and demonstrates a clear relationship between senior executives performance and remuneration. The remuneration policy, which sets the terms and conditions for the key management personnel (KMP) was developed by the remuneration and nomination committee after seeking professional advice from independent consultants and was approved by the board. All executives receive a base salary, performance incentives and statutory contributions to savings schemes. The remuneration and nomination committee reviews executive packages annually by reference to company performance, executive performance, comparable information from industry sectors and other listed corporations and independent advice. The performance of executives is measured against criteria agreed yearly which are based on contribution to shareholder value. The policy is designed to attract high calibre executives and reward them for performance which results in long-term growth in shareholder value. The board expects that the remuneration structure implemented will result in the company being able to attract and retain the best executives. It will also provide executives with the necessary incentives to work to grow long-term growth in shareholder value. The payment of bonuses, options and other incentive payments are reviewed by the committee annually as part of the review of executive remuneration and a recommendation is put to the board for approval. All bonuses, options and incentives must be linked to predetermined performance criteria. The board can exercise its discretion in relation to approving incentives, bonuses and options and can recommend changes to the committee s recommendations. Any changes must be justified by reference to measurable performance criteria. 10

11 Corporate Governance Statement 30 June 2015 Further information about the company s remuneration strategy and policies and their relationship to company performance can be found in the Remuneration Report which forms part of the director's report, together with details of the remuneration paid to key management personnel. Remuneration and nomination committee The responsibilities of the remuneration and nomination committee include a review of and recommendation to the board on: the company s remuneration, recruitment, retention and termination policies and procedures for senior executives senior executives remuneration and incentives superannuation arrangements the remuneration framework for directors remuneration by gender. Each member of the committee: is familiar with the legal and regulatory disclosure requirements in relation to remuneration has adequate knowledge of executive remuneration issues, including executive remuneration issues, including executive retention and termination policies and short term and long term incentive arrangements. 11

12 Directors Report 30 June 2015 The directors present their report, together with the financial statements of the consolidated entity, being Living Cell Technologies Limited (the Company) and its controlled entities, for the financial year ended 30 June General information Information on directors The names, qualifications, experience and special responsibilities of each person who has been a director during the year and to the date of this report are: Roy Austin Chairman (Age: 67) Qualifications Experience BCOM, CA Mr Austin is a consultant to investment banking firm Northington Partners in New Zealand. He brings considerable commercial depth to the LCT Board with over 25 years investment transaction experience across multiple sectors including healthcare and biotechnology. His experience includes capital raisings, mergers and acquisitions, IP commercialisation, venture capital and international business development. Mr Austin is Chairman of New Zealand based Cure Kids, a child health research charitable trust and its commercial biotech venture capital fund, Cure Kids Ventures Limited. He holds a number of other directorships in private companies, has a BCom and is a member of the New Zealand Institute of Directors and Chartered Accountants Australia + New Zealand. Special responsibilities Mr Austin was elected Chairman on 20 July He is a member of the Remuneration and Nomination Committee; a member of the Audit and Compliance Committee and a member of the Diatranz Otsuka Limited board of directors (since 1 November 2011). He was appointed to the LCT board on 25 February Robert Elliott Qualifications Experience Special responsibilities Non-executive director (Age:81) MBBS, MD, FRACP Professor Elliott trained as a Paediatrician at Adelaide University. He moved to New Zealand in 1970 to become the Foundation Professor, Director of Paediatrics at The University of Auckland. Professor Elliott co-founded LCT. He is an Emeritus Professor of Child Health Research and a world leader in diabetes and autoimmune related research. He resigned from the position of Director, Clinical Research and Innovation on 27 February In 1999 he was awarded a CNZM (a Companion of the New Zealand Order of Merit) for services to the community. In 2011 he was awarded the prestigious World Class New Zealander (Life Sciences) award. He is on the board of Cure Kids, Wings Trust (a NZ trust for the treatment of alcohol and substance abuse) and patron of the NZ Cystic Fibrosis Foundation. He is a director of Breathe Easy Limited, a New Zealand company that is developing a new treatment for cystic fibrosis. Professor Elliott is the Chairman of the Diatranz Otsuka Limited board of directors. He was appointed to LCT board on 15 January

13 Directors Report 30 June General information (continued) Laurie Hunter Independent director (Age: 68) Qualifications Experience MA (Hons) Mr Hunter has over 40 years experience as a stockbroker, investment banker and corporate investor in London, Paris and San Francisco. Laurie was a Member of The Stock Exchange, London, a partner at L. Messel and Co, London, a director of Shearson Lehman Hutton and founder of Hunter Capital. His recent focus has been on investing and providing strategic advice to developing companies. Special responsibilities Other directorships in listed entities held in the previous three years Mr Hunter is chairman of StratMin Global Resouces Plc and currently serves on a number of unlisted company boards. Mr Hunter is a member of the Audit and Compliance Committee. He was appointed to the LCT Board on 25 August Mr Hunter resigned from the board of listed company Madagascar Oil Limited on 18 December Bernard Tuch Independent director (Age: 64) Qualifications Experience BSc, MBBS (Hons), FRACP, PhD, GAICD Dr Tuch is an Honorary Professor at The University of Sydney where he is supervising a bioengineering diabetes cell therapy project. Previously, he was a senior scientist with CSIRO Australia. He is a director of Sydney Cell Therapy Foundation Pty Limited, the not-for-profit Australian Foundation for Diabetes Research, and is a Specialist Practitioner, Endocrinology, at the Prince of Wales Private Hospital & St Vincent s Private Hospital, Sydney. He is also an Adjunct Professor at Monash University. Special responsibilities His experience includes capital raising to support his considerable research team and a large international scientific publication list. He has had previous scientific collaborations with LCT and knows the company s direction intimately. Dr Tuch is chairman of the Remuneration and Nomination Committee. He was appointed to the board on 20 July Robert Willcocks Independent director (Age: 67) Qualifications Experience BA, LLM Robert Willcocks is a senior executive with an extensive legal and business background working in particular with Australian listed public companies. He has Bachelor of Arts and Bachelor of Laws degrees from the Australian National University and a Master of Laws degree from the University of Sydney. Mr Willcocks was a partner with the law firm Stephen Jaques & Stephen (now King & Wood Mallesons) from 1980 until 1994, where he was a member of the Corporate Advisory Group with an emphasis on the mining and oil and gas sectors. As corporate adviser he has undertaken assignments in a range of industry sectors. Special responsibilities Mr Willcocks has been a director and Chairman of a number of Australian Securities Exchange (ASX) listed public companies. He is a director of ASX listed ARC Exploration Limited, and Hong Kong Stock Exchange listed APAC Resources Ltd. He is also chairman and director of Trilogy Funds Management Ltd, a Responsible Entity under Australian law. Mr Willcocks is chairman of the Audit and Compliance Committee and a member of the Remuneration and Nomination Committee. He was appointed to the board on 29 March Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. 13

14 Directors report 30 June General information (continued) Principal activities and significant changes in nature of activities The principal activities of the consolidated entity during the financial year were: Improving the wellbeing of people with serious neurodegenerative diseases worldwide by discovering, developing and commercialising regenerative treatments which use naturally occurring cells to restore function. There were no significant changes in the nature of the principal activities during the financial year. 2. Operating and financial review Operations The result of the consolidated entity has changed from a loss of (6,778,896) in the year ended 30 June 2014 to a loss of (7,043,402). This is primarily due to the previous year including recovery of NTCELL development costs from Otsuka Pharmaceutical Factory, Inc. (OPF) and the margin on a much higher level of services provided to 50% owned joint venture company Diatranz Otsuka Limited (DOL). Revenue and other income decreased from 7,941,227 to 1,044,639 due to the significantly reduced level of services required by DOL following the restructuring which occurred on 1 April 2014 and the non-recovery of costs relating to the NTCELL Parkinson s disease clinical trial from OPF as a result of termination of the co-development agreement in May Cost of services has decreased from 6,775,486 to 581,575 for the same reasons as revenue. Research and development expenses have increased from 487,356 to 1,774,381 primarily due to increased clinical trial activity and the non-recovery of clinical trial expenses from OPF described above. The share of loss from joint venture has decreased from 5,963,272 to 4,065,893, reflecting revenue from the licence of DIABECELL to OPF for use in US and Japan and reduced Argentine clinical trial costs. Operations include implantation, PET scanning and monitoring of the remaining three patients in the Phase I/IIa clinical trial of NTCELL for Parkinson s disease, the results of which were published at the International Congress of Movement Disorders and Parkinson s Disease, San Diego, USA in June Financial position Net assets of the consolidated entity have reduced from 8,431,577 to 5,126,863. This is primarily due to cash raised from share issues offset by research and development expenditure and the share of loss from the joint venture. Cash and cash equivalents has increased from 4,554,399 to 5,144,027 due to a private placement and share purchase plan raising 4m in October and December 2014, partially offset by NTCELL clinical trial costs and ongoing corporate expenses. This balance would allow the current level of operations to continue for approximately 14 months if no further funds are raised. The directors also acknowledge that the expenditure in relation to the operating activities are predominantly discretionary and no expenditure has been committed as at the date of this financial statement. Cash outflow in relation to operating activities are being managed by the directors to the extent of funding available. The directors have prepared this report on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. After taking into account all available information, the directors have concluded that there are reasonable grounds to believe: LCT will be able to provide the necessary financial support for the company to pay its debts as and when they become due and payable; and The basis of preparation of the financial report on a going concern basis is appropriate. 14

15 Directors report 30 June Operating and financial review (continued) Business strategies and prospects for future years Living Cell Technologies' mission is to improve the wellbeing of people with serious neurodegenerative diseases worldwide by discovering, developing and commercialising regenerative treatments which restore function using naturally occurring cells. Strategies to achieve this mission include: carry out a clinical trial of NTCELL for Parkinson's disease in New Zealand; apply for regulatory approval of NTCELL for Parkinson s disease in New Zealand; scale-up the GMP manufacturing process for NTCELL; develop NTCELL for other indications; and expand the use of NTCELL worldwide. Prospects for future years include execution of the above strategies to create value for shareholders. Animal studies indicate that NTCELL promotes nerve growth so it has the potential to be developed as a treatment for other diseases of the central nervous system where there is significant unmet need and market potential. In common with other biotech companies, there is a risk that these prospects for future years will not be achieved if the NTCELL clinical trial does not meet its safety and clinical effects objectives. This risk will decrease as the trial proceeds. These risks are mitigated to the extent possible by having safety of patients monitored by the independent Data Safety Monitoring Board and designing the trial after consulting internationally recognised scientific advisors. 3. Other items Significant changes in state of affairs Except as outlined in the Operating and financial review there have been no significant changes in the state of affairs of the consolidated entity during the year. Events after the reporting date No matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of consolidated entity, the results of those operations or the state of affairs of consolidated entity in future financial years. Environmental issues The consolidated entity's operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Company secretary The following person held the position of Company secretary at the end of the financial year: Nick Geddes (FCA, FCIS) has been the company secretary since

16 Directors report 30 June Other items (continued) Meetings of directors During the financial year, 15 meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows: Directors' Meetings Number eligible to attend Number attended Audit and Compliance Committee Number eligible to attend Number attended Remuneration and Nomination Committee Number eligible to attend Number attended Roy Austin Robert Elliott Bernard Tuch Laurie Hunter Robert Willcocks Indemnification and insurance of officers and auditors The company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct while acting in the capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the company. The amount of the premium was 44,100 (2014: 43,100). The company has not during or since the end of the financial year indemnified or agreed to indemnify the auditor of the company. Furthermore the company has not paid any premiums in respect of insurance for the auditor. Shares The number of ordinary shares in Living Cell Technologies Limited held by each key management person of the consolidated entity during the financial year is as follows: Balance at On exercise Other changes Balance at the end of beginning of year of options during the year the year 30 June 2015 Roy Austin Robert Elliott 4,390, ,000 4,490,060 Laurie Hunter 1 2,645, ,645,661 Bernard Tuch 2 36, ,800 Robert Willcocks John Cowan 3 100, , ,928 Ken Taylor ,172, ,870 7,410, June 2014 Roy Austin Robert Elliott 2,645, ,000 4,390,060 Andrea Grant Laurie Hunter 1 2,645, ,645,661 Bernard Tuch Robert Willcocks John Cowan 3 58,058-50, ,058 Ken Taylor ,172, ,000 7,172,579 16

17 Directors report 30 June Other items (continued) 1 The shares are held by a related entity: European American Holdings Limited 2 The shares are held by a related entity: DTU Pty Limited < The Beryl Super Fund> 3 The shares are held by a related entity: Craigs Investment Nominees Options At the date of this report, the unissued ordinary shares of Living Cell Technologies Limited under option are as follows: Grant Date Date of Expiry Exercise Price Number under Option 12 December December , December December , December December , December December , December December , December December ,000 6 March March ,000,000 6 March March ,000,000 1 July July ,000 1 July July ,000 1 July July ,000 1 July July ,000 6,900,000 Non-audit services The Board of Directors, in accordance with advice from the audit and compliance committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act The directors are satisfied that the services disclosed below did not compromise the external auditor's independence for the following reasons: all non-audit services are reviewed and approved by the audit and compliance committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. The following fees were paid or payable to the external auditors for non-audit services provided during the year ended 30 June 2015: 4,300 (2014: 788) Auditor's independence declaration The auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 for the year ended 30 June 2015 has been received and can be found on page 22 of the financial report. 17

18 Directors report 30 June 2015 Remuneration report (audited) Remuneration policy The remuneration policy of Living Cell Technologies Limited has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting consolidated entity's financial results. The board of Living Cell Technologies Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best key management personnel to run and manage consolidated entity, as well as create goal congruence between directors, executives and shareholders. The board's policy for determining the nature and amount of remuneration for key management personnel of consolidated entity is as follows: The remuneration policy has been developed by the remuneration and nomination committee and approved by the Board following professional advice from independent external consultants. All key management personnel receive a base salary (which is based on factors such as qualifications, length of service and experience), superannuation, options, and performance incentives. Performance incentives are based on predetermined key performance indicators. Incentives paid in the form of options or rights are intended to align the interests of the KMP and Company with those of the shareholders. In this regard, key management personnel are prohibited from limiting risk attached to those instruments by use of derivatives or other means. The remuneration and nomination committee reviews key management personnel packages annually by reference to consolidated entity s performance, executive performance and comparable information from industry sectors. The performance of key management personnel is measured against criteria agreed annually with each executive and is based predominantly on achievement of company, team and individual objectives which drive shareholder value. All bonuses and incentives must be linked to predetermined performance criteria. The board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Committee s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract a high calibre of executives and reward them for performance that results in long-term growth in shareholder wealth. Key management personnel receive company contributions to KiwiSaver required by the law, which is currently 3%, and do not receive any other retirement benefits. Upon retirement, key management personnel are paid employee benefit entitlements accrued to the date of retirement. Key management personnel are paid an agreed number of week's salary in the event of redundancy. Any options not exercised before or on the date of termination will lapse. All remuneration paid to key management personnel is valued at the cost to the Company and expensed. The board's policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Remuneration and Nomination Committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting, the current maximum is 450,000 which was approved at the 2007 AGM. Key management personnel are also entitled and encouraged to participate in the employee share and option arrangements to align their interests with shareholders' interests. Options granted under these arrangements do not carry dividend or voting rights. Each option is entitled to be converted into one ordinary share and is valued using the Black-Scholes methodology. 18

19 Directors report 30 June 2015 Performance conditions linked to remuneration The key performance indicators (KPIs) are set annually, in consultation with key management personnel to ensure support. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas the Board believes hold greatest potential for consolidated entity expansion and profit, covering financial and non-financial as well as short and long-term goals. Performance in relation to the KPIs is assessed annually, with bonuses and/or options being awarded depending on the number and deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the Remuneration Committee in light of the desired and actual outcomes, and their efficiency is assessed in relation to consolidated entity's goals and shareholder value, before the KPIs are set for the following year. The satisfaction of the financial performance conditions are based on a review of the audited financial statements of consolidated entity, as such figures reduce any risk of contention relating to payment eligibility.. Employment details of members of key management personnel The following table provides the employment details of persons who were, during the financial year, members of key management personnel of consolidated entity. The table also illustrates the proportion of remuneration that was performance based and the proportion of remuneration received in the form of options. Performance based remuneration KMP John Cowan Bonus % Shares % Options Head of Finance & Administration Ken Taylor Chief Executive % Service Agreements On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including remuneration, relevant to the office of director. The remuneration and other terms of employment for the chief executive and senior executives are set out in formal employment agreements as summarised below. All employment agreements are for an unlimited duration. The agreements for executives may be terminated by giving 20 to 60 working days notice (except in cases of termination for cause where termination is immediate). Redundancy entitlements are 2-4 weeks for the first year of service and one week's payment for each six months' subsequent service. Employment agreements do not include the specific performance criteria which are linked to bonuses or incentives so amounts paid in accordance with the above remuneration policy are effectively at the discretion of the board. In cases of resignation, no separation payment is made to the executive, except for amounts due and payable up to the date of ceasing employment, including accrued leave entitlements. Remuneration details for the year ended 30 June 2015 The following table of benefits and payment details, in respect to the financial year, the components of remuneration for each member of the key management personnel of consolidated entity. 19

20 Directors report 30 June 2015 Cash salary fees Short term Post-employment Share based payments Bonus Total short term benefits Pension and superannuation Options and rights Total benefits and payments 2015 Directors Roy Austin* 70,000 19,240 89, ,240 Robert Elliott 127, , ,968 Laurie Hunter 50,000-50, ,000 Bernard Tuch 45,662-45,662 4,338-50,000 Robert Willcocks 50,000-50, ,000 KMP John Cowan 192, ,868 5,786 1, ,974 Ken Taylor 317, ,046-13, , ,544 19, ,784 10,124 15, , Directors Roy Austin 70,000-70, ,000 Robert Elliott 126, ,600-4, ,298 Andrea Grant 204,291 41, ,891-9, ,772 Laurie Hunter 50,000-50, ,000 Bernard Tuch 45,767-45,767 4,233-50,000 Robert Willcocks 50,000-50, ,000 KMP John Cowan 183, ,971 5,519 4, ,188 Ken Taylor 79,691-79, , ,320 41, ,920 9,752 19, ,949 * A one off payment of 19,240 was made to Mr Austin in March 2015 in recognition of additional work when the position of chief executive was vacant. Securities received that are not performance related Options are issued to the directors and executives as part of their remuneration. Each share option converts to one ordinary share of Living Cell Technologies Limited on exercise. The options that are not issued based on performance criteria, are issued to the directors and executives of Living Cell Technologies Limited and its subsidiaries to align the interest of executives, directors and shareholders. Options granted, vested and lapsed during the year Details of key management personnel options granted as remuneration, vested, and lapsed during the year: Number of options Grant date Vesting date Expiry date Exercise price per option Value per option at grant date Vested during period % Forfeited during period % KMP Ken Taylor 250, Jul Jul 15 1 Jul Ken Taylor 100, Jul Jul Jul Options do not have any voting rights, dividend or other distribution entitlements. Option values at grant date were determined using the Black-Scholes method. For information relating to the Living Cell Technologies Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end, as well as information relating to share options issued to key management personnel during the financial year, refer to the Remuneration Report in section 5 of the Directors' Report and Key Management Personnel compensation in note

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