ISSSTE Honorarios Proceso

(b) Option Holdings of Key Management Personnel (consolidated)

The following tables set out the details of Diploma Group Limited share options held by key management personnel during the current year (2008: Nil). Full details of the terms and conditions of these options are contained in Note 30.

Balance at 1 Jul 2008 Granted Balance at 30 Jun 2009 Vested at 30 June 2009 June 2009 Exercised Net Change

Other (1) Total Exercisable Exercisable Not Directors D B Di Latte 1,012,000 - - - 1,012,000 - - - N D Di Latte 1,212,000 - - - 1,212,000 - - - J M Norup 1,012,000 - - - 1,012,000 - - - I P Olson 200,000 - - - 200,000 - - - C Lancaster 200,000 - - - 200,000 - Executives - - S A Oaten 500,000 - - - 500,000 - - - D Gillespie 750,000 - - (750,000) - - - - Total 4,886,000 - - (750,000) 4,136,000 - - -

(1) Mr Gillespie ceased employment with Diploma and as a consequence certain unvested options were forfeited during 2009.

(c) Shareholdings of Key Management Personnel (consolidated)

June 2009

Balance at

1 Jul 2008 remuneration Granted as

On Exercise of

Options Net Change Other (1)

Balance at

30 Jun 2009 Interest Direct Indirect Interest Directors D B Di Latte 20,400,000 - - - 20,400,000 - 20,400,000 N D Di Latte 20,400,000 - - - 20,400,000 - 20,400,000 J M Norup 20,400,000 - - - 20,400,000 20,400,000 - I P Olson 20,000 - - 10,000 30,000 30,000 - C Lancaster 40,000 - - - 40,000 40,000 - Executives S A Oaten 19,000 - - - 19,000 19,000 - D Gillespie - - - - - - - Total 61,279,000 - - 10,000 61,289,000 20,489,000 40,800,000 (1) Mr Olson purchased shares by way of an on-market trade on 18 June 2009.

(d) Loans from Key Management Personnel

During the year, the Di Latte Group Pty Ltd provided short term funding to a subsidiary of the Company as required. The total amount lent by the Di Latte Group and the total amount repaid by the Company during the year was $10,299,062 and $8,350,000 respectively. This resulted in a year end balance of $2,340,000 (2008: $390,938). No interest is charged on this loan and is repayable before 30 June 2010.

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23. DIRECTOR AND EXECUTIVE DISCLOSURES (continued)

(e) Other Transactions and Balances with Key Management Personnel and their related parties Purchases/expenses

On the 18 November 2008 Mr Gillespie resigned from Diploma and at the same time Messrs D Di Latte, N Di Latte and Norup transferred their ownership interests, for nil consideration, in Select Products National Pty Ltd (“Select”) to Mr Gillespie. Prior to this date, purchases of furniture and fittings, used in construction project fit-outs, totalling $618,733 (2008: $1,626,620) were made by Group companies, at normal market rates, from Select. The Company has continued to trade with Select subsequent to the 18 November 2008 on an arm’s length basis at normal market rates. During the year, rent totalling $448,977 (2008: $244,769) at normal market rates was paid by Group companies to Wandina Holdings Pty Ltd, of which Messrs D Di Latte and N Di Latte are directors and controlling shareholders. There was a nil balance outstanding at 30 June 2009 (2008: $22,281). Sales

Diploma Construction (WA) Pty Ltd has a construction contract with Flag Holdings Pty Ltd (“Flag”) of which Messrs D. Di Latte and N. Di Latte are directors. During the year the construction contract was completed with the Company providing construction services to Flag to the value of $6,585,895 (2008: $11,016,721). During the final account settlement variations totalling $1,393,310 were disallowed after an internal peer review of the project determined these were not valid. At 30 June 2009, the Company had a WIP receivable totalling $3,693,393 due and receivable from Flag Holdings Pty Ltd (2008: $1,550,372).

Employee transactions

Maria Di Latte, Frank Di Latte, Carla Di Latte and Natalie De Felice are employed by a subsidiary of the Company as office manager, development manager, in house counsel and financial controller respectively. They are related parties of the Group by virtue of their close family relationship to Dominic and Nick Di Latte. Their employment contracts are at normal market rates and conditions with the aggregate remuneration of these related parties totalling $412,566 (2008: $492,905 )

Other

During the year the Company paid a dividend of $0.02 per ordinary share. The five largest shareholders being Messrs D Di Latte, N Di Latte, Norup, F Di Latte and De Felice deferred receipt of this dividend. At 30 June 2009, the Company had a payable totalling $2,040,000 (2008: Nil) due to these shareholders in respect of this dividend.

Shareholder Agreements

A subsidiary company, Diploma Construction (WA) Pty Ltd has a shareholder agreement with each of ATD Developments Pty Ltd (The Diploma 148 Adelaide Terrace Joint Venture) and 155 Adelaide Tce Pty Ltd (The Diploma 155 Adelaide Terrace Joint Venture). The Group controls these ventures and has an 80% beneficial interest in the operations and assets of the ventures based on the terms of agreements under which these ventures were established.

The Diploma 148 Adelaide Terrace Joint Venture relates to the Sky Apartment project at 148 Adelaide Terrace, Perth and the Diploma 155 Adelaide Terrace Joint Venture relates to the Rise Apartment project at 155 Adelaide Terrace, Perth.

ATD Developments Pty Ltd and 155 Adelaide Terrace Pty Ltd are each related parties of Diploma Construction and the Company by virtue of being owned and controlled by three of the directors of the Company, namely Dominic Di Latte, Nick Di Latte and John Norup. Under the joint venture agreements, the parties agreed to plan, design, finance, develop and market the activities related to the development of Sky and Rise Apartments respectively.

Diploma Construction (WA) Pty Ltd is entitled to receive and take its share of the profits determined on a pro rata basis in accordance with its beneficial interest. The Group controls these entities and has an 80% beneficial interest in the operations and assets based on the terms of agreements under which these entities were established.

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23. DIRECTOR AND EXECUTIVE DISCLOSURES (continued)

(e) Other Transactions and Balances with Key Management Personnel and their related parties (continued)

Shareholder Agreements (continued)

Diploma Construction (WA) Pty Ltd has entered into two separate agreements with each of the respective ventures above for the construction of the ‘Sky’ and ‘Rise’ apartments. Each of these agreements were made in arm’s length transactions both at normal market prices and on normal commercial terms. At 30 June 2009, the Company had trade and retentions receivable relating to the construction contracts totalling $9,639,433 (2008: $8,355,742).

The anticipated margin on the construction of Sky apartments is a loss of $1,450k (2008: profit of $2,207k) while the anticipated margin on the construction of Rise apartments is profit of $450k (2008: $3,320k). The significant decline in the anticipated margins is due to unanticipated overruns in construction costs. Net profit or loss on these construction projects is recorded in the accounts of Diploma Construction (WA) Pty Ltd which is then eliminated on consolidation. The Sky and Rise apartments are anticipating profits on the overall property development projects of which 20% of the net profit are attributable to ATD Developments Pty Ltd and 155 Adelaide Terrace Pty Ltd (director-related entities) for the respective projects.

During the year the Company received loans totalling $70,703,647 (2008: $29,270,376) from ATD Developments Pty Ltd and 155 Adelaide Tce Pty Ltd towards the development of these projects. Interest on these loans is charged at normal market rates. The rate charged at year end on these loans was 5.08% (2008: 9.01%).

Diploma Construction (WA) Pty Ltd also provided a loan to ATD Developments Pty Ltd and 155 Adelaide Tce Pty Ltd to assist with the initial set-up of the Sky and Rise apartment projects. The balance of this loan at year end was $532,548 (2008: $732,548). This loan is interest free and payable on demand.

(f) Amounts recognised at the reporting date in relation to other transactions with KMP

2009 2008

$’000 $’000 Assets and liabilities

Current assets

Trade and other receivables 13,865 10,639

Non-current assets

Trade and other receivables - -

Total assets 13,865 10,639

Current liabilities

Trade and other payables 2,040 388

Interest bearing loans and borrowings 73,044 20,447

Non-current liabilities

Interest bearing loans and borrowings - 11,808

Total liabilities 75,084 32,643

Revenues and expenses

Revenue 6,586 11,017

Total revenue 6,586 11,017

Purchases/expenses 1,481 2,364

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 0 9 Consolidated Parent 2009 2008 2009 2008 $’000 $’000 $’000 $’000 24. REMUNERATION OF AUDITORS

Amounts received, or due and receivable, by Ernst & Young Australia for:

 An audit or review of the financial report of the entity and any other entity in the consolidated

entity 120,000 110,020 120,000 110,020

 Other services in relation to the entity and any other entity in the consolidated entity:

- tax compliance 25,930 23,352 25,930 -

- other - - - -

145,930 133,372 145,930 110,020