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Annual Report 2013

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C o o p e r E n E r g y A n n u A l r E p o r t 2 0 1 3 1340 1350 1360 1370 1380 1390 1400 1410 1420 1430 1440 1450 1460 1470 1480 1490 1500 1510 1520 1530 1540 1560 1570 1580 1590 1600 1610 1620 1630 1640 1650 1660 Cooper Energy Limited ABN 93 096 170 295 Reporting Period, Terms and Abbreviations Annual Report This document has been prepared to provide shareholders with an overview of Cooper Energy Limited’s performance for the 2013 financial year and its outlook. The Annual Report is mailed to shareholders who elect to receive a copy and is available free of charge on request (see Shareholder Information printed in this Report). The Annual Report and other information about the company can be accessed via the company’s website at www.cooperenergy.com.au Notice of Meeting The 2013 Annual General Meeting of Cooper Energy Limited will be held on Thursday November 7, commencing at 10.00 a.m. in the Victoria Room, Ground Floor, Hilton Adelaide, 233 Victoria Square, Adelaide, South Australia. A formal Notice of Meeting has been mailed to shareholders. Additional copies can be obtained from the company’s registered office or downloaded from its website at www.cooperenergy.com.au Abbreviations and terms This Report uses terms and abbreviations relevant to the company, its accounts and the petroleum industry. The terms “the company” and “Cooper Energy” and “the Group” are used in this report to refer to Cooper Energy Limited and/or its subsidiaries. The terms “2013”, FY13 or “2013 financial year” refer to the 12 months ended 30 June 2013 unless otherwise stated. References to “2012”, FY12 or other years refer to the 12 months ended 30 June of that year. Other abbreviations bbls: barrels of oil boe: barrels of oil equivalent bopd: barrels of oil per day E&D: exploration and development FV: fair value MM: million MMbbl: million barrels of oil MMboe: million barrels of oil equivalent 2P reserves: proved and possible reserves $: Australian dollars P&A: plugged and abandoned PSC: production sharing contract KSO: Kerjasama Operasi, an Indonesian joint operation Front cover image: wireline logs from the Cooper Basin Corporate Directory Directors John C Conde Ao, Chairman Hector M gordon David p Maxwell Jeffery W Schneider laurence J Shervington Alice J M Williams Company Secretary Alison n Evans Registered Office and Business Address level 10, 60 Waymouth Street Adelaide, South Australia 5000 telephone: + 618 8100 4900 Facsimile: + 618 8100 4997 E-mail: customerservice@cooperenergy.com.au Website: www.cooperenergy.com.au Auditors Ernst & young 121 King William Street Adelaide, South Australia, 5000 Solicitors Squire Sanders level 21, 300 Murray Street perth WA 6000 Bankers Westpac Banking Corporation level 18, 91 King William Street Adelaide, South Australia, 5000 national Australia Bank limited level 2, 22 King William Street Adelaide, South Australia, 5000 Commonwealth Bank of Australia level 8, 100 King William Street Adelaide, South Australia, 5000 Citibank n.A. 2 park Street Sydney, new South Wales 2000 Share Registry Computershare Investor Services pty limited level 2, reserve Bank Building 45 St georges terrace perth, Western Australia 6000 Website: investorcentre.com/au telephone: Australia 1300 655 248 International +61 3 9415 4887 Facsimile: +61 3 9473 2500 Our Company Cooper Energy is an ASX-listed exploration and production company that produces approximately 500,000 barrels of oil per annum and conducts exploration for oil and gas from a portfolio comprising prospective acreage in the Cooper, Otway and Gippsland basins Australia, South Sumatra, Indonesia and the Gulf of Hammamet, Tunisia. The company has a commercial focus, with a strategy that requires: • due care for health, safety, and the environment in which Cooper Energy operates • a focus on hydrocarbon resources and opportunities that possess the strong economic fundamentals that permit superior total returns for its shareholders and good commercial outcomes for customers • concentration of effort and resources on those opportunities where it has deep knowledge and expertise, principally being the Australian basins and the commercialisation of gas. Key figures: Financial $ million 12 months ended 30 June 2013 Annual Revenue Statutory net profit after tax Underlying net profit after tax Cash & Investments Operations (million barrels) Reserves (Proved & Probable) Annual production Share information Shares on issue (million) Market capitalisation ($ million)1 1As at 18 September 2013 53.4 1.3 12.7 68.1 2.16 0.49 329.1 133 1 AUSTRALIAINDONESIAOtway BasinGulf of HammametTUNISIACooper BasinTunis OfficeJakarta OfficeSouth SumatraAdelaide OfficeGippsland Basin 2013 Year in Brief Financial results – Sales revenue of $53.4 million down from $59.6 million due to lower sale volumes and prices – Statutory net profit after tax of $1.3 million down from $8.4 million – Significant non-operating items of $(11.4) million – Underlying net profit after tax of $12.7 million down from $14.0 million – Cash and investments of $68.1 million at balance date Operations – Production of 0.49 million barrels of oil down from 0.52 million barrels – Proved and Probable Reserves of 2.16 million barrels up from 1.88 million barrels – 2 new oil field discoveries Portfolio and corporate development – New acreage added in Indonesia and Gippsland Basin – Exploration portfolio increased to 110 MMboe (risked basis) – Decision to divest Tunisian acreage – Establishment of $40 million finance facility, subject to conditions precedent 2 Statutory Profit $ million FY08 FY09 FY10 FY11 FY12 FY13 10 8 6 4 2 0 -2 -4 -6 -8 -10 8.4 1.2 1.3 6.4 -2.8 -10.3 EBITDA $ million FY08 FY09 FY10 FY11 FY12 FY13 30 27.0 22.7 25 20 15 10 5 0 -5 15.7 8.0 5.2 -5.6 Production MMbbl FY08 FY09 FY10 FY11 FY12 FY13 0.52 0.49 0.49 0.47 0.41 0.38 0.6 0.5 0.4 0.3 0.2 0.1 0 Proved and Probable Reserves MMbbl FY08 FY09 FY10 FY11 FY12 FY13 2.47 2.00 1.91 1.88 2.16 1.44 2.5 2.0 1.5 1.0 0.5 0 12 months to 30 June FY08 FY09 FY10 FY11 FY12 FY13 Key Performance Indicators Operational Wells drilled Exploration wells drilled Exploration success rate number number percent Cumulative exploration success rate percent Annual Production MMbbl Proved plus Probable recoverable oil MMbbl Financial Oil sales revenue Other revenue EBITDAX EBITDA Profit before tax Profit after tax Cash & term deposits Investments available for sale Working capital Accumulated profit Cumulative franking credits Shareholders equity Earnings per share Return on shareholders funds Capital as at 30 June Share price Issued shares Market capitalisation Shareholders $ million $ million $ million $ million $ million $ million $ million $ million $ million $ million $ million $ million cents percent $ per share million $ million number 1 One well spudded in 2013, Hammamet West-3, is still to be tested 13 6 17% 21% 0.38 1.44 45.0 3.7 27.3 15.7 15.3 6.4 64.6 - 73.6 26.0 9.3 115.5 2.9 5.5% 0.465 252.3 117.3 7,345 7 5 60% 30% 0.49 1.91 41.6 4.2 25.7 5.2 5.0 -2.8 93.4 - 96.5 23.2 17.7 123.3 -1.0 -2.3% 0.45 291.9 131.4 7,596 4 4 0% 27% 0.47 2.00 40.0 4.3 21.3 8.0 7.2 1.2 92.5 - 95.4 24.4 25.7 125.1 0.4 1.0% 0.37 292.6 108.3 6,537 12 6 0% 23% 0.41 2.47 39.1 5.1 17.9 -5.6 -5.5 -10.3 72.4 - 79.5 14.1 31.4 114.9 -3.5 -0.1 0.36 292.6 105.3 5,573 10 6 50% 27% 0.52 1.88 59.6 4.7 28.8 27.0 21.0 8.4 61.5 13.2 53.4 22.5 37.0 136.9 2.8 6.1% 0.45 327.3 147.3 5,485 13 8 25%1 26% 0.49 2.16 53.4 2.3 24.2 22.7 18.3 1.3 47.9 20.2 51.7 23.8 39.0 137.2 0.4 0.7% 0.375 329.1 123.4 5,284 3 Chairman’s Report John Conde AO Dear Shareholder, I am pleased to present your company’s 2013 Annual Report, the first since I joined the Cooper Energy board of directors in February 2013. First, and importantly, I record on behalf of shareholders, our appreciation for the service given to the company by my predecessor, Laurie Shervington. Under his guidance, your company has grown, navigated challenges and uncertainty and emerged financially strong and with a clear and focussed strategy for growth. My appointment, and that of Alice Williams announced subsequent to year- end, has completed a board transition process that has run parallel to the company transition process commenced in November 2011 as part of the organisational changes implemented by your board to improve the opportunities for our strategic development. The company’s focus on shareholder return, balancing risk and reward, is reflected in its strategic focus on Australia as its principal source of growth and the decision during the year to divest its Tunisian assets at an appropriately opportune time. Giving effect to this decision will require careful consideration; the acreage held by Cooper Energy offshore Tunisia is considerable and includes some valuable exploration and development opportunities. Your board is resolved that your company’s capital and resources be applied such that shareholders are able to realise the optimal sustainable total return from their investment. There is further discussion on the divestment of the Tunisian portfolio in the Managing Director’s report. Cooper Energy’s focus on opportunities in the Australian energy sector has come at a time of great change and opportunity for exploration and production companies. Our strong financial position and management capabilities mean your company is well placed to benefit from these changes and opportunities while carefully managing the risks inherent in our industry. Reserves have been increased, and production is expected to rise to record levels in 2014. In addition to the strong underlying performance of the Cooper Basin, the Australian portfolio has been developed further, with encouraging results in the Otway Basin licences and conditional agreement to participate in two offshore Gippsland Basin permits. Both of these regions offer advantages for gas development, being located adjacent to existing gas infrastructure and coming at a time when new gas supplies are being actively sought. The company’s work in 2013 has expanded the inventory of prospects and leads, and the quantum of contingent resources, within its acreage. This has positioned Cooper Energy to offer its shareholders exposure to a range of value uplift opportunities in the coming years through developments in the eastern Australian oil and gas sector, Indonesian oil and gas and the monetisation of its Tunisian exploration acreage. The Company has retained focus on its core permits and the key to financial strength: its Cooper Basin acreage and production assets. Cooper Basin 4 exploration continues to yield new discoveries, gross margins remain high and development work supports a positive production outlook. I thank those employees in Perth who, as a result of the move, have either ceased or are about to cease their service with the company. Cooper Energy’s task is to translate its strong position and opportunities into an appropriate performance and return to its shareholders. The statutory profit for the year of $1.3 million after tax includes a net $(11.4) million for significant non- operational items, the major element of which was $(11.0) million relating to deferred tax in respect of the Petroleum Resource Rent Tax. The underlying profit after tax, exclusive of these items, of $12.7 million is more representative of the company’s performance during the year. In comparison, Cooper Energy recorded an underlying profit of $14.0 million in the previous year. The balance sheet remains strong, with cash and investments of $68.1 million at balance date. Financial resources available to the company were supplemented subsequent to year- end with the addition of bank finance facilities, consistent with our corporate development and strategy. Board Ms Alice Williams has been appointed to the board, pending election by shareholders at the forthcoming Annual General Meeting. Ms Williams brings extensive experience as a senior executive and non-executive director with skills in accounting, financial analysis and management and as an advisor to major Australian and international corporations and government. Your board is committed to ensuring that Cooper Energy discharges its corporate governance and continuous disclosure obligations fully and unequivocally. The company’s corporate governance framework and practices are detailed in the Corporate Governance Statement commencing on page 41 of this report and on the company web site. Management The Cooper Energy transition process has seen the company relocate its corporate office from Perth to Adelaide. This relocation has been achieved without significant disruption, which is a credit to the staff involved in both locations. I am pleased to report that the company has established a team in Adelaide which brings the strong technical capabilities and sound record of experienced delivery that are appropriate for its strategy and opportunities. On behalf of shareholders I thank them for their efforts in 2013 and extend our encouragement for a successful 2014. John Conde AO Chairman Laurie Shervington Laurie Shervington was first appointed a non-executive director of the company in October 2003 and was appointed Chairman in November 2004. He stepped down from the role in February 2013, marking the completion of the succession process he announced to shareholders at the 2011 Annual General Meeting. Under his leadership, Cooper Energy grew from small beginnings in the Cooper Basin; pursued exploration opportunities in Australia and internationally; and built a high margin production foundation. Over the last two years Laurie has guided Cooper Energy through a period of significant change as it moves the strategy and focus to be consistent with the company’s strengths. At all times through this process Laurie has ensured that good governance and shareholder interests have been key inputs to any decisions taken by the board. Laurie Shervington will not stand for re-election as a director at the 2013 Annual General Meeting. On behalf of all shareholders, the board and management thank Laurie for his invaluable contribution to Cooper Energy. 5 Managing Director’s Report David Maxwell In last year’s report, my first as Managing Director of your company, I outlined how Cooper Energy’s strategy was changing. Under this strategy, your company would leverage and align its core strengths and management capabilities so that shareholder returns could be sustainably improved as Cooper Energy increased participation in opportunities in the Australian energy market. This year, I can report that Cooper Energy has nearly completed the process of re-orientation and restructuring required to implement this change. Moreover, the Company is now implementing the initiatives under this strategy that seek to add new business, earnings and shareholder value to Cooper Energy. Your company enters the 2014 financial year in a sound position and possessing financial and hydrocarbon resources, acreage and technical capabilities with the potential to generate significant growth in the short to medium term: – reserves have been increased by 15% to 2.16 million barrels; – the balance sheet remains strong with net cash of $47.9 million, supported by investments of $20.2 million; – overhead costs have been reduced through the relocation of the corporate office to Adelaide. The relocation has also enabled the company to assemble a small team of professional technical staff with deep knowledge and experience in Cooper Energy’s areas of focus; – production is expected to increase by 10% or more on the 2013 level; – the risked prospects and leads inventory has been materially upgraded; and – the company can look forward to evaluating and pursuing exploration and corporate opportunities that hold the potential to significantly expand its involvement in the Australian energy market. As the Chairman has noted, the strategy being pursued by the board and management is directed to the delivery of sustained and attractive total return for shareholders over time. This starts with building the right foundation assets and assembling management with the appropriate skills – both of which were advanced in 2013. Shareholder value is one of two governing objectives for the Cooper Energy strategy – the other being health, safety, environment and community (HSEC) – which I think of as “care”. In the past year we had one reportable safety incident and no reportable environmental incidents. Importantly, under the guidance of the Executive Director – Exploration and Production (Hector Gordon) we have updated our HSEC systems and procedures to better measure our performance and pursue continual improvement as our business grows. It is pleasing to report that the Indonesian operations recorded 1 million man hours during the year without a lost time injury. This is a significant achievement for a developing team. Financial results Statutory profit after tax of $1.3 million for the 2013 financial year compares with $8.4 million in the previous year. Both results were impacted by significant non-operating items and, exclusive of these items, the company recorded an underlying net profit after tax of $12.7 million in 2013 which compares with $14.0 million in the previous year. 6 In essence, the movement in underlying profit is attributable to the deferment of some Cooper Basin oil production due to transportation issues in the first half, a lower average oil price and reduced interest income in 2013. Detailed discussion and analysis of the financial results, including reconciliation between statutory and underlying profit is included in the Operating and Financial Review that commences from page 22 of this report. Production Total production for 2013 was 0.49 million barrels, a level only exceeded by the company in 2012 when 0.52 million barrels were produced. The movement is largely due to disruption to the Tantanna to Moomba oil pipeline in the Cooper Basin in June 2012. Oil production was transported by truck until the new Lycium to Moomba pipeline commenced operations in December 2012. Not- withstanding the transport disruptions, production trended positively over the course of the year and finished with strong output levels from both the Cooper Basin and Indonesian operations. Exploration and development The 2013 exploration program achieved its objectives overall. Proved and Probable Reserves added through drilling and evaluation more than replaced production for the year. The Cooper Basin portfolio, principally PEL 92, continued to return high success rates with new oil field discoveries at Windmill and Rincon North and valuable additions from development drilling. Since early 2012 Cooper Energy has expanded its efforts in Australia outside the Cooper Basin and this has resulted in some new opportunities – particularly in the Otway Basin and the Gippsland Basin. In the Otway Basin, Sawpit-2 provided strong encouragement for further investigation of the unconventional gas potential which is well located with respect to gas transport infrastructure and available markets. Further evaluation and drilling of the Otway Basin opportunities is planned for 2014. In Indonesia, analysis has reinforced the potential for increased oil production and reserves. The first such activity was the workover of an old well (Tangai-1) which resulted in an immediate doubling of production and delivered a promising result. In Tunisia, Hammamet West-3 spudded in April, and is preparing to test after very encouraging results to date. Progress was slowed by the hydrocarbons encountered, which while frustrating, has favourable implications for the well and the value of our Tunisian portfolio. Further detail on the year’s exploration and development, production and reserves is contained under the Production and Reserves and Review of Operations sections that commence on page 10. Portfolio management Portfolio review, development and optimisation is an essential and on-going discipline for Cooper Energy as it seeks to increase the value of the exploration and production portfolio over time. The company has structured its portfolio management to address two broad objectives: 1) alignment with the corporate strategy that is focussed on opportunities in Australia and Indonesia that possess strong technical and commercial fundamentals and are consistent with the Cooper Energy capabilities; and 2) reinvigoration of the prospects and leads inventory. Consistent with this approach, since early 2012 the company has divested its interests in Romania; exited most of the Poland permits; announced the plan to divest its Tunisian acreage following completion of the Hammamet West-3 exploration well; ceased evaluation of other international opportunities; and increased efforts to grow in Australia. The Tunisian portfolio in particular includes a number of valuable opportunities and the company’s approach and decision making with regard to its Tunisian portfolio is illustrative of the capital-prudent and disciplined strategy shareholders can expect from Cooper Energy. The promising results from Hammamet West-3 to date in recovering hydrocarbons is believed to have upgraded the prospectivity and value of the Tunisian acreage considerably. However, the Tunisian interests are likely to attract more value recognition in a company which is focussed on international exploration and development and listed in markets which have a deeper and better understanding of the North Africa oil and gas opportunities. There is clear logic in the company obtaining the best value it can for its interest and applying its resources to those opportunities that lie within those areas where Cooper Energy possesses a deep skill base and from which shareholders can expect better value recognition. The company has identified the Gippsland and Otway basins as being regions with strategic significance in the emerging Australian gas market. The completion of the acquisition of Somerton Energy in July 2012 has given Cooper Energy a cornerstone position in the Otway Basin which includes a well-located unconventional gas play which will be tested further in the 2014 year. The company has also built its exposure to the Gippsland Basin during the past year with the acquisition of a 19.9% interest in Bass Strait Oil Company and subsequent agreement to acquire substantial interests in two offshore permits Vic/P41 and Vic/P68 – subject to certain approvals. The permits contain a number of sizeable gas prospects which will be further analysed by Cooper Energy before any commitment to participate in further exploration activity in these permits. In Indonesia, the prospects and leads inventory has been upgraded through data analysis and the addition of the Merangin III PSC, a permit considered highly prospective for oil and gas which is adjacent to producing oil and gas fields. As a result of the year’s work, Cooper Energy now has a number of significant targets in Indonesia. Further work will be undertaken on these opportunities and the best targets prioritised before farm-in partners are sought ahead of material drilling expenditure commitments over the coming two years. Balance sheet and finance A strong balance sheet and cash flow have long been features of Cooper Energy. As at 30 June the company held cash and investments of $68.1 million, and no debt. Additional funding resources have been added subsequent to year- end by the execution of corporate loan facilities with Westpac Banking Corporation for up to $40 million, subject to conditions precedent. 7 Managing Director’s Report The 2014 exploration program will address the ongoing requirement to replace oil reserves through drilling in the Cooper Basin and in Indonesia as well as investigating the opportunities selected in the company’s strategy for the Australian energy market. In this respect, the plans for drilling one or more deep wells targeting the unconventional potential of the Otway Basin Casterton Formation and the acquisition or processing of seismic in the Otway and Gippsland basins are significant. The eastern Australian energy market is developing as anticipated when the new strategy was outlined in late 2011. This is creating opportunity for new sources of supply and new players who can present competitive offerings. Armed with our deep technical and commercial expertise, Cooper Energy is executing its portfolio management, exploration program and investments so that our shareholders can be the beneficiaries. Our plan is to continue this approach with an open mind and pursue opportunities where we can make a difference and our shareholders benefit. I look forward to reporting further on our progress. David Maxwell Managing Director Human Resources At 30 June the company employed 23 full-time equivalent employees in Australia. This was supplemented by 35 persons in Indonesia and Tunisia. While the relocation of the Company’s head office from Perth to Adelaide has delivered cost and other advantages from being in closer proximity to assets, joint venture partners and customers, it has meant that some employees have ceased or will shortly cease their service with the company. I record my acknowledgement and appreciation of their contribution to the company and their support through the transition phase. The company has assembled a small, deeply experienced team in its new corporate office during the year and I thank them all for their efforts and support as we settle into our new environment. 2014 outlook The work done, and investments made, during 2013 have Cooper Energy positioned to lift production and significantly increase capital expenditure as opportunities in the Cooper, Otway and Gippsland basins and in Indonesia are tested and evaluated. In comparison with the previous year, oil production from the Cooper Basin will benefit from a year’s operation free from the pipeline interruption that affected 2013. Oil production from Indonesia is expected to rise through output added by the restoration of operations at Tangai. The company has issued guidance that 2014 production is expected to be in the range of 0.54 to 0.58 million barrels of oil. 8 Otway Basin drillling Sawpit 2, PEL 495 9 Production and Reserves Production Cooper Energy’s oil production for the year totalled 0.49 MMbbl, 95% of which was derived from the company’s Cooper Basin tenements. This is a 6% decrease on the previous year, primarily as a result of disruptions to crude export from PEL 92 (Cooper Basin) arising from failure of third party infrastructure in June 2012. Production MMbbl Cooper Basin, Australia South Sumatra, Indonesia Total Reserves & Resources Reserves FY12 0.50 0.02 0.52 FY13 0.46 0.03 0.49 Cooper Energy’s Proved and Probable Reserves as at 30 June 2013 are assessed to be 2.16 million barrels of oil. This is an increase of 0.27 MMbbl from 30 June 2012, driven by new discoveries at Windmill and Rincon North and upward revisions of ultimate recovery from the Butlers, Parsons and Bunian (Indonesia) fields. Petroleum Reserves as at 30 June 2013 MMbbl Proved Proved & Probable Proved, Probable & Possible Cooper Basin Indonesia Total 0.95 0.06 1.02 1.80 0.35 2.16 Proved & Probable Reserves MMbbl Australia Indonesia Reserves at 30 June 2012 FY13 Production Reserve added through exploration and revisions Reserves at 30 June 2013 1.79 (0.46) 0.48 1.80 0.09 (0.03) 0.29 0.35 Note: Totals may not reflect arithmetic addition, due to rounding. Contingent Resources Contingent Resources as at 30 June 2013 MMboe Cooper Basin Tunisia (Tazerka) 1C 0.00 5.15 2C 0.00 5.74 2.89 0.64 3.53 Total 1.88 (0.49) 0.77 2.16 3C 0.03 6.41 10 Prospective Resources Rincon, PEL 92 Cooper Basin Cooper Energy assesses Prospective Resources within its conventional exploration portfolio of 110 MMboe as at 30 June 2013, on a risked basis, net to Cooper Energy. This does not include any resources associated with unconventional plays within the company’s tenements. This evaluation has been carried out using probabilistic estimation methods and incorporates the company’s assessment of the risk of discovery and the risk of subsequent development. The methodology employed is in accordance with the SPE Petroleum Resources Management System 2007 (SPE-PRMS). Risked Prospective Resources as at 30 June 2013 MMboe Australia Indonesia Tunisia Total Best Estimate 4 44 62 110 Cautionary Statement 1. These estimated quantities of petroleum that may be potentially recovered by the application of future development projects relate to undiscovered accumulations. 2. These estimates have both an associated risk of discovery and a risk of development. 3. Further exploration, appraisal and evaluation is required to confirm the existence of a significant quantity of potentially moveable hydrocarbons. Competent Persons Statement This information on Cooper Energy’s petroleum resources has been prepared by Mr Hector Gordon who is a full-time employee of Cooper Energy, holds a Bachelor of Science (Hons), is a member of the American Association of Petroleum Geologists and the Society of Petroleum Engineers and is qualified in accordance with ASX listing rule 5.11 and has consented to the inclusion of this information in the form and context in which it appears. The methodology employed is in accordance with the SPE Petroleum Resources Management System 2007 (SPE-PRMS). 11 Review of Operations Hector Gordon Overview Cooper Energy’s operations primarily comprise: • Oil production in the Cooper Basin (onshore Australia) and the South Sumatra Basin (onshore Indonesia) • Oil and gas exploration onshore in the Cooper, Otway, South Sumatra Basins and offshore in the Pelagian Basin, Tunisia. Cooper Energy’s oil production for 2013 totalled 0.49 MMbbl, 95% of which was derived from 9 oil fields in the company’s Cooper Basin tenements. Cooper Energy participated in the drilling of 13 wells during FY13, comprising 8 exploration wells and 5 appraisal/ development wells. The exploration program resulted in the discovery of two new oil fields, Windmill and Rincon North, in PEL 92. Four of the appraisal/ development wells were successful, with success of the fifth well to be confirmed by further testing. Hammamet West-3 (offshore Tunisia) was in progress at 30 June 2013. Hector Gordon Executive Director, Exploration and Production FY13 Drilling Type Area Tenement Exploration Cooper Basin PEL 92 PEL 92 PEL 92 PEL 92 PEL 92 PEL 92 Otway Basin PEL 495 Well Windmill-1 Tinah-1 Result Oil Discovery P&A Rincon North-1 Oil Discovery Wyomi-1 Sharples-1 Mills-1 Sawpit-2 P&A P&A P&A P&A Appraisal Tunisia Cooper Basin Development Cooper Basin Bargou PEL 92 PEL 92 PPL 220 PPL 220 PPL 207 Hammamet West-3 In progress at 30 June 2013 Butlers-5 Butlers-6 Callawonga-6 Callawonga-7 Worrior-8 Oil Well Oil Well Oil Well Oil Well Cased for further evaluation 12 Cooper Basin Cooper Energy holds interests in five exploration licenses and five production licences in the South Australian Cooper Basin. The company’s activities are primarily focussed in PEL 92 on the western flank of the basin, which provided approximately 89% of Cooper Energy’s FY13 total production. Oil exploration is also being undertaken in the company’s tenements along the northern flank of the basin (PELs 90k, 100 & 110). Cooper Energy’s share of oil production from its Cooper Basin tenements during FY13 totalled 0.46 MMbbl, 7% below that achieved in the previous year. The reduction was primarily a result of oil production from PEL 92 being restricted during the first half of FY13 following the closure of the Tantanna-Moomba pipeline in June 2012. Commencement of transport utilising the newly constructed Lycium-Moomba pipeline in December 2012, allowed oil production to rise, reaching an average of 1,567 bopd (net to Cooper) in the June quarter of FY13. The company participated in the drilling of six oil exploration wells in the Cooper Basin during the year, all in PEL 92. Two of these wells were successful, yielding new field oil discoveries at Windmill and Rincon North. Five oil appraisal/development wells were drilled in the Cooper Basin, four of which have been completed as oil producers. Worrior-8 (PEL 93) has been cased for further testing and evaluation scheduled to occur in FY14. Over 1,800 square kilometres of 3D seismic was acquired in PELs 90k, 92, 100, and 110 with the objective of delineating oil and gas prospects for drilling in subsequent years. 139°20' 139°20' 139°20' 139°20' 139°40' 139°40' 139°40' 139°40' -27°40' -27°40' -27°40' -27°40' -28°00' -28°00' -28°00' -28°00' Rincon North-1 Rincon North-1 Rincon North-1 Rincon North-1 Rincon Wyomi-1 Rincon Rincon Rincon Wyomi-1 Wyomi-1 Wyomi-1 Sharples-1 Sharples-1 Sharples-1 Sharples-1 Tinah-1 Callawonga-7 & 8 Tinah-1 Tinah-1 Tinah-1 k e e r k k k e e e e e e r r r er C er C er C er C p o o C p p p o o o o o o C C C Callawonga Callawonga-7 & 8 Callawonga-7 & 8 Callawonga-7 & 8 PEL 92 (25%) PEL 92 (25%) PEL 92 (25%) PEL 92 (25%) Callawonga Callawonga Callawonga Parsons Windmill-1 Sellicks Sellicks Sellicks Windmill-1 Windmill-1 Windmill-1 Silver Sands Elliston Christies Elliston Elliston Elliston Christies Christies Christies Butlers-5 & 6 Silver Sands Silver Sands Silver Sands Parsons Parsons Parsons Perlubie Butlers Perlubie Perlubie Perlubie Germein Butlers Butlers Butlers Germein Germein Germein Caseolus 3D seismic survey Caseolus 3D Caseolus 3D Caseolus 3D seismic survey seismic survey seismic survey Sellicks E P R B R B R B O E E E O P P P C A R B SI N SI N SI N A A A O O O O O O C C C Irus 3D seismic survey Irus 3D Irus 3D Irus 3D seismic survey seismic survey seismic survey Butlers-5 & 6 Butlers-5 & 6 Butlers-5 & 6 Mills-1 Mills-1 Mills-1 Mills-1 Lycium Hub Lycium Hub Lycium Hub Lycium Hub SI N -27°40' -27°40' -27°40' -27°40' -28°00' -28°00' -28°00' -28°00' Plan area Plan area Plan area Plan area TAS TAS TAS TAS 139°30' 139°30' 139°30' 139°30' 139°40' 139°40' 139°40' 139°40' 0 0 0 0 139°20' 139°20' 139°20' 139°20' 139°50' 139°50' 139°50' 139°50' 10 10 10 10 kilometres kilometres kilometres kilometres 20 20 20 20 PEL 93 (30%) ( ( ( PEL 93 (30%) PEL 93 (30%) PEL 93 (30%) ( 139°40' 139°40' 139°40' 139°40' Cooper 24 Cooper 24 Cooper 24 Cooper 24 140°20' 140°20' 140°20' 140°20' 140°40' 140°40' 140°40' 140°40' 0 0 0 0 10 10 10 10 kilometres kilometres kilometres kilometres 20 20 20 20 -28°20' -28°20' -28°20' -28°20' 0 0 0 0 10 20 10 10 10 kilometres kilometres kilometres kilometres 20 20 20 -28°20' -28°20' -28°20' -28°20' Worrior Worrior Worrior Worrior Worrior-8 Worrior-8 Worrior-8 Worrior-8 PEL 93 (30%) PEL 93 (30%) PEL 93 (30%) PEL 93 (30%) -28°30' -28°30' -28°30' -28°30' See inset SI N See inset See inset See inset SI N SI N SI N A R B A A A R B R B R B E -28°30' -28°30' -28°30' -28°30' P E E E P P P O O O O O O O O C C C C PEL 110 (20%) PEL 110 (20%) PEL 110 (20%) PEL 110 (20%) -27°00' -27°00' -27°00' -27°00' PEL 100 (19.17%) PEL 100 (19.17%) PEL 100 (19.17%) PEL 100 (19.17%) Dundinna Dundinna Dundinna Dundinna 3D seismic 3D seismic 3D seismic 3D seismic survey survey survey survey -27°00' -27°00' -27°00' -27°00' Kiwi Kiwi Kiwi Kiwi Keleary Keleary Keleary Keleary Tarragon Tarragon Tarragon Tarragon Cleansweep Cleansweep Cleansweep Cleansweep Telopea Telopea Telopea Telopea Worrior-8 Worrior-8 Worrior-8 Worrior-8 -28°40' -28°40' -28°40' -28°40' PPL 207 PPL 207 PPL 207 PPL 207 Inset Inset Inset Inset 139°30' 139°30' 139°30' 139°30' 1 kilometre 1 kilometre 1 kilometre 1 kilometre 139°40' 139°40' 139°40' 139°40' 139°50' 139°50' 139°50' 139°50' Cooper 25 Cooper 25 Cooper 25 Cooper 25 140°20' 140°20' 140°20' 140°20' -28°40' -28°40' -28°40' -28°40' Cooper Energy tenement Cooper Energy tenement Cooper Energy tenement Cooper Energy tenement Oil field Oil field Oil field Oil field Gas field Gas field Gas field Gas field Gas Pipeline Gas Pipeline Gas Pipeline Gas Pipeline Oil pipeline Oil pipeline Oil pipeline Oil pipeline 3D seismic survey 3D seismic survey 3D seismic survey 3D seismic survey aquired in 2013 aquired in 2013 aquired in 2013 aquired in 2013 Oil well Oil well Oil well Oil well Plugged and abandoned well Plugged and abandoned well Plugged and abandoned well Plugged and abandoned well PEL 90K (25%) PEL 90K (25%) PEL 90K (25%) PEL 90K (25%) 140°40' 140°40' 140°40' 140°40' Cooper 26 Cooper 26 Cooper 26 Cooper 26 13 Review of Operations Otway Basin Cooper Energy holds interests in six exploration licences in the onshore Otway Basin covering a total area of 8,350 square kilometres. The company’s primary focus in this region is exploration for unconventional oil and gas plays associated with the Casterton and Sawpit Formations, primarily within the Penola and Robe Troughs. During the year, one well, Sawpit-2, was drilled in PEL 495, within the South Australian portion of the Penola Trough. This well tested a conventional oil target in the Sawpit Sandstone and also obtained conventional core from shales in the Sawpit and Casterton Formations. No significant hydrocarbons were encountered in the conventional target and the well was plugged and abandoned. Data obtained from the cores was encouraging and will be utilised to assess unconventional potential and assist with the location of one or more deep wells specifically addressing the unconventional play, planned for drilling during FY14. Agreements were finalised with Native Title claimants during the year over the areas covered by PEP 150 and PEP 171 in western Victoria. These tenements were granted subsequent to year-end. Kingston SE SOUTH AUS TRALIA Naracoorte VICTORIA PEL 495 (65%) ROBE TROUGH Robe PEL 186 (33%) ST CLAIR TROUGH Beachport Sawpit-2 Penola PEP 171* (25%) Plan area Ararat Ararat TAS Katnook Millicent P E N O L A T R O U G ARDONAC HIE T Hamilton PEL 150* (20%) R O U G H Portland Warrnambool PEP 168 (50%) Cobden East Wing 1 Otway 12 H Mount Gambier Cooper Energy tenement PEL 151 (75%) Gas field Gas Pipeline Depositional trough Plugged and abandoned well *Granted subsequent to year-end 0 20 40 kilometres 14 Gippsland Basin Subsequent to year-end, Cooper Energy executed conditional farm-in agreements under which it may acquire a 50% interest in VIC/P68 and 25.8% interest in VIC P/41, both located in the offshore Gippsland Basin. The permits contain a number of sizeable gas prospects which are considered to be well located for development and supply into the eastern Australian energy market. VICTORIA VICTORIA VICTORIA Orbost Orbost Orbost Lakes Entrance Lakes Entrance Lakes Entrance Moby Moby Moby Baleen Baleen Baleen VIC/P68 (50%) VIC/P68 (50%) VIC/P68 (50%) Judith Judith Judith Leatherjacket Leatherjacket Leatherjacket Sole Sole Sole Kipper Kipper Kipper Flounder Flounder Flounder Gummy Gummy Gummy VIC/P41 (25.8%) VIC/P41 (25.8%) VIC/P41 (25.8%) Tuna Tuna Tuna Marlin Marlin Marlin Snapper Snapper Snapper Fortescue Fortescue Fortescue Kingfish Kingfish Kingfish Cooper Energy tenement Cooper Energy tenement Cooper Energy tenement Gas field Gas field Gas field Oil field Oil field Oil field Gas pipeline Gas pipeline Gas pipeline Oil pipeline Oil pipeline Oil pipeline Highway Highway Highway Road Road Road Pipelaying PEL 92 Cooper Basin 0 0 0 20 20 20 40 40 40 kilometres kilometres kilometres Gippsland 05 Gippsland 05 Gippsland 05 Plan area Plan area Plan area 15 Review of Operations The block is immediately adjacent to the Suban Field, which has reported Original Gas in Place in excess of 6 TCF. Pre-bid assessment of the block undertaken by the company identified a wide inventory of both shallow oil and deeper gas prospects and leads. In accordance with prudent risk management, Cooper Energy will consider a farm-out of a portion of its interest prior to any significant capital expenditure. The committed work program for the Merangin III PSC consists of seismic acquisition and one well at a total cost of US$9.7 million over the initial 3 years. Indonesia Cooper Energy holds interests and operates three tenements in the onshore South Sumatra Basin. Sukananti KSO (55% interest and Operator) The Sukananti KSO contains two producing wells, Bunian-1 and Tangai-1. Cooper Energy’s share of production from the KSO during the year totalled 0.025 MMbbl, an increase of 56% on the previous year, resulting from improved performance from Bunian-1 and the commencement of production from Tangai-1. The Tangai-1 production resulted from a successful workover of the well carried out in June 2013, which recorded initial gross oil production in excess of 300 bopd. Reprocessing and reinterpretation of 3D seismic in the Sukananti KSO was undertaken during the year. This work resulted in an increase in 2P reserves in the Bunian field of 0.28 MMbbl, net to the company. It is planned to drill up to 3 appraisal/development wells in the KSO during FY14. Sumbagsel PSC (100% interest and Operator) The Sumbagsel PSC lies on the eastern flank of the South Sumatra basin and contains a wide inventory of both shallow oil and deeper gas prospects and leads. All seismic in the PSC was reinterpreted during FY13 and, as a result, the prospects and leads inventory was substantially upgraded. Acquisition of 265 km of 2D seismic will be undertaken in FY14 which is expected to lead to the drilling of at least one exploration well in the 2014 calendar year. Merangin III PSC (100% interest and Operator) In March 2013 Cooper Energy was advised that it was the successful bidder for the “Merangin III” block within the central portion of the South Sumatra Basin. The PSC over the block was subsequently executed in May 2013. Cooper Energy considers that the Merangin III PSC is highly prospective for both oil and gas and adds significant opportunities to its exploration portfolio. 103° 00' E 104° 00' E Kaliberau JAVA SEA Tanjung Tanjung Miring Miring Barat Barat 104°22' 104°22' INDONESIA INDONESIA Bunian Bunian Meruap Piano Gambang Suban Tampi Merangin III PSC (100%) 3° 00' S INDONESIA Palembang Sumbagsel PSC (100%) Sungai Gerong Plaju Refinery -3°35' -3°35' 0 0 Tangai Tangai -3°35' -3°35' kilometres kilometres 2 2 Sukananti KSO (55%) Sukananti KSO (55%) 104°22' 104°22' Indonesia 22 Indonesia 22 Cooper Energy tenement Cooper Energy tenement Oil field Oil field Gas field Gas field Pipeline Pipeline Oil pipeline Oil pipeline Well Well 0 25 50 kilometres Sukananti KSO (55%) 4° 00' S 103° 00' E 104° 00' E Indonesia 21 16 Tunisia Cooper Energy holds interests and operates three tenements in the Pelagian Basin, offshore Tunisia. These blocks surround existing producing fields and undeveloped resources (including Tazerka) and contain an extensive inventory of exploration prospects and leads. The results of Hammamet West-3 to date (discussed below) have materially enhanced the value of the Tunisia portfolio. Bargou Permit (30% interest and Operator) During the year the company commenced the drilling of Hammamet West-3 with the objective of confirming oil productivity from the naturally fractured Abiod Formation reservoir, through drilling and testing a highly deviated wellbore. Two previous vertical wells have been drilled on the Hammamet West structure, which recovered oil and indicated the likely presence of a significant oil column. However, the vertical wells did not penetrate any significant open fractures. Hammamet West-3 spudded on 4 April 2013 and was in progress at 30 June 2013. Subsequent to year-end, a 432m horizontal sidetrack section was drilled to a total measured depth of 3,443m. Major gas and oil influxes and major drilling mud losses were experienced during the drilling of the near horizontal well section, indicating that the well had penetrated open hydrocarbon bearing fractures within the Abiod Formation. Testing of the well commenced in August and had not been completed as at the date of this report. Cooper Energy’s contribution to the well is being fully funded up to a gross amount in excess of US$26.6 million by Dragon Oil (paying 75% of $26.6 million to earn 55%) and Jacka Resources (paying 30% of $27.2 million to earn 15%). Hammamet Permit (Cooper 35%) 242 kilometres of two dimensional seismic was acquired during the year to support the maturing of prospects for drilling. Nabuel Permit (Cooper 85% and operator) The 3D seismic data received in late 2012 was reprocessed with the aim of maturing prospects for drilling in 2014 -15. 10°E 10°E 37°N 37°N Tunis Tunis 11°E 11°E 12°E 12°E 13°E 13°E Cooper Energy tenement Cooper Energy tenement Bargou Permit (30%) Bargou Permit (30%) Hammamet Permit (35%) Hammamet Permit (35%) 37°N 37°N Hammamet West-3 Hammamet West-3 Maamoura Maamoura Zelfa Zelfa 36°N 36°N TUNI SIA TUNI SIA Baraka Baraka Sousse Sousse Monastir Monastir Pantelleria Island (Italy) Pantelleria Island (Italy) Zibibbo Zibibbo Tazerka Tazerka Birsa Birsa Yasmin Yasmin Nabeul 3D Nabeul 3D survey survey Cosmos Cosmos Oudna Oudna Nabeul Permit (85%) Nabeul Permit (85%) Halk El Menzel Halk El Menzel L L A A G G U U T T R R O O P P FRANCE FRANCE ITALY ITALY 36°N 36°N SPAIN SPAIN MEDITERRANEAN SEA MEDITERRANEAN SEA Map area Map area 0 0 25 25 50 50 kilometres kilometres MOROCCO MOROCCO ALGERIA ALGERIA TUNISIA TUNISIA LIBYA LIBYA 10°E 10°E 11°E 11°E 12°E 12°E 13°E 13°E Tunisia 30 Tunisia 30 Oil field Oil field Gas field Gas field Gas Pipeline Gas Pipeline Well Well 3D seismic survey 3D seismic survey 17 Portfolio Cooper Energy Exploration and Production Tenements Region: Australia Cooper Basin State Tenement Interest Location Area (km2) Operator Activities South Australia PPL 204 (Sellicks) PPL 205 (Christies / Silver Sands) PPL 207 (Worrior) PPL 220 (Callawonga) PPL 224 (Parsons) PEL 90 (Kiwi sub-block) PEL 92 PEL 93 PEL 100 PEL 110 Otway Basin State Tenement South Australia PEL 186 Victoria Gippsland Basin State Victoria PEL 495 PEP 150 1 PEP 151 PEP 168 PEP 1711 Tenement VIC/P412 VIC/P68 2 25% 25% 30% 25% 25% 25% 25% 30% 19.17% 20% Onshore Onshore Onshore Onshore Onshore Onshore Onshore Onshore Onshore Onshore 2.0 4.3 6.4 5.5 1.8 Beach Energy Production Beach Energy Production Senex Energy Production Beach Energy Production Beach Energy Production 145 Senex Energy Exploration 1,896.5 Beach Energy Exploration 621.8 296.5 727.5 Senex Energy Exploration Senex Energy Exploration Senex Energy Exploration Interest Location Area (km2) Operator Activities Onshore Onshore Onshore Onshore Onshore Onshore 709.1 793.3 3,212 859 795 Cooper Energy Exploration Beach Energy Exploration Beach Energy Exploration Bridgeport Energy Exploration Beach Energy Exploration 1,974 Beach Energy Exploration Location Area (km2) Operator Offshore 538.9 Activities Exploration Exploration Bass Strait Oil Company Bass Strait Oil Company 50% Offshore 1,080.9 33% 65% 20% 75% 50% 25% Interest 25.8% 1 Granted subsequent to year-end. 2 Cooper Energy is to earn this interest under a conditional farm-in agreement which is yet to be completed. 3 On 22 August 2012, a controlled subsidiary withdrew from Licence Blocks 433, 434, 435 & 455 in Contracts MUA 1 & MUA 3. 18 Region: Indonesia South Sumatra Basin Tenement Sukananti KSO Sumbagsel PSC Merangin III PSC Region: Tunisia Gulf of Hammamet Tenement Bargou Hammamet Nabeul Region: Poland Southern Carpathians Tenement MUA2 (414, 415)3 Interest 55% 100% 100% Interest 30% 35% 85% Location Onshore Onshore Onshore Location Offshore Offshore Area (km2) Operator 18.3 1,753 1,488 Cooper Energy Cooper Energy Cooper Energy Activities Exploration Exploration Exploration Area (km2) Operator 4,616 4,676 Cooper Energy Storm Ventures International Activities Exploration Exploration Offshore 3,352 Cooper Energy Exploration Interest 40% Location Onshore Area (km2) Operator Activities 559 RWE Dea AG Exploration 19 Board of Directors Board of Directors from left: Hector Gordon, Executive Director Exploration and Production; Alice Williams, Non-executive Director; John Conde AO, Chairman; Jeff Schneider, Non-executive Director; David Maxwell, Managing Director; Alison Evans, Company Secretary and General Counsel. Absent: Laurie Shervington A summary of directors’ experience and qualifications is provided on page 26. 20 Cooper Energy Limited and its controlled entities Financial Report For the year ended 30 June 2013 ABN 93 096 170 295 Operating and Financial Review Directors’ Statutory Report Corporate Governance Statement Financial Statements Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consoldiated Statement of Cash Flows Notes to Financial Statements 1. Corporate Information 2. Summary Significant Accounting Policies 3. Segment Reporting 4. Revenues and Expenses 5. Income Tax 6. Earnings Per Share 7. Cash and Cash Equivalents and Term Deposits 8. Trade and Other Receivables (Current) 9. Materials (Current) 10. Prepayments (Current) 11. Exploration Assets held for Sale (Current) 12. Available for Sale Investment (Non-Current) 13. Oil Properties (Non-Current) 14. Exploration and Evaluation (Non-Current) 15. Trade and Other Payables (Current) 16. Provisions (Non-Current) 17. Business Combinations 18. Contributed Equity and Reserves 19. Financial Risk Management Objectives & Policies 20. Commitments and Contingencies 21. Interest in Joint Venture Assets 22. Related Parties 23. Share Based Payment Plans 24. Deed of Cross Guarantee 25. Auditor’s Remuneration 26. Parent Entity Information 27. Events after the Reporting Period Directors’ Declaration Independent Audit Report Auditor’s Independence Declaration Securities Exchange and Shareholder Information Corporate Directory Inside back cover 22 26 41 51 52 53 54 55 56 56 56 67 70 71 73 74 75 75 75 75 76 76 77 77 78 78 80 81 84 85 87 91 93 95 95 96 97 98 100 101 21 Operating and Financial Review For the year ended 30 June 2013 Operations Cooper Energy is a petroleum exploration and production company which generates revenue from the discovery, development and sale of hydrocarbons. The Company generates positive financial returns from these activities by concentrating its resources and efforts on opportunities to supply the Australian energy market and oil and gas exploration production activities in the South Sumatra Basin, Indonesia. Cooper Energy currently produces oil from the Cooper Basin, Australia and the South Sumatra Basin, Indonesia. The Cooper Basin accounted for 95% of the company’s oil production in FY13 of 0.49 MMbbl. This was a 6% decrease on the previous year (FY12 0.52 MMbbls) which is attributable to oil transportation interruptions in the Cooper Basin that occurred principally in the first half of FY13. Proved and probable reserves at 30 June 2013 are 2.16 MMbbls, 15% higher than the previous year-end figure of 1.88 MMbbl. The increase is attributable to new field discoveries and upwards revisions of ultimate recovery from existing fields. The proved and probable reserves are located in the Cooper Basin (83% of total) and Indonesia (17% of total). Cooper Energy has interests in petroleum exploration tenements in the Cooper Basin and Otway Basin in Australia, the South Sumatra Basin in Indonesia and the Pelagian Basin offshore Tunisia. Cooper Energy also has a 19.9% interest in Bass Strait Oil Limited, which has exploration tenements in the Gippsland Basin and Otway Basin, Australia. During the year, the Company announced its intention to divest the Tunisian portfolio after the drilling of Hammamet West-3, an exploration well which spudded in April 2013 and is still in progress at the time of this report. Cooper Energy participated in the drilling of 13 wells during the year: 8 exploration wells; 2 appraisal wells; and 3 development wells. In the Cooper Basin this program resulted in 2 new oil field discoveries (Windmill and Rincon North); 4 successful oil appraisal/development wells; and 1 well cased and suspended for further evaluation. Sawpit-2 was drilled in the Otway Basin to assess further the potential of unconventional plays in the Penola Trough and provided encouraging results. Financial Performance Financial Performance Production volume Sales volume Average oil price Sales revenue Other revenue Net profit after income tax (NPAT) Underlying NPAT Underlying EBITDA* Underlying EBITDA Margin MMbbl MMbbl $/bbl $MM $MM $MM $MM $MM % FY13 0.488 0.475 112.3 53.4 2.3 1.3 12.7 22.7 42.6 FY12 0.517 0.517 115.3 59.6 4.7 8.4 14.0 27.0 45.4 Change -0.029 -0.042 -2.9 -6.2 -2.3 -7.1 -1.3 -4.3 -2.8 % -6% -8% -3% -10% -50% -84% -9% 16% -6% * Earnings before interest, tax, depreciation and amortisation Calculation of underlying NPAT by adjusting for items unrelated to the ongoing operating performance is considered to enable meaningful comparison of results between periods. Underlying NPAT and underlying EBITDA are not defined measures under International Financial Reporting Standards and are not audited. Reconciliation to Underlying NPAT Net profit after income tax (NPAT) Adjusted for: Impairment of exploration assets held for sale PRRT derecognised / (recognised) Underlying NPAT Reconciliation to Underlying EBITDA Underlying NPAT Add back: Interest revenue Income tax expense Depreciation Amortisation Underlying EBITDA 22 $MM $MM $MM $MM $MM $MM $MM $MM $MM $MM FY13 1.3 0.4 11.0 12.7 12.7 -2.0 5.6 0.3 6.1 22.7 FY12 8.4 17.9 -12.2 14.0 14.0 -3.7 7.0 0.2 9.5 27.0 Change -7.1 -17.5 -23.3 -1.3 -1.3 1.7 -1.4 0.1 -3.4 -4.3 % -84% -98% -190% -9% -9% -47% -20% 44% -36% -16% Reported NPAT for the period was $1.3 million, a $7.1 million decrease on the previous corresponding period (pcp) mainly due to PRRT accounting $(23.3) million partially offset by lower impairment of exploration assets held for sale of $17.5 million and lower underlying NPAT $(1.3) million. In comparing underlying NPAT for the period to the pcp the key drivers of the 9% decrease were: • lower sales revenue, $(6.2) million, due mainly to lower oil volumes and a lower average oil price; • lower other revenue, $(2.3) million with lower interest revenue from lower cash balances and interest rates; • lower production expenses, $0.8 million, and lower income tax expense $1.4 million associated with the lower profit before tax; • lower amortisation, $3.4 million, due to lower production and changes in the application of accounting policies and estimates to align the Company with industry practice; • lower administration and other costs, $1.6 million, mainly due to lower consulting expenditure primarily related to the Somerton Energy acquisition in FY12 and lower international business development and travel expenditure partially offset by additional premises costs and other expenditure following the acquisition of Somerton Energy and re location of the Head Office to Adelaide. Financial Position Total Assets Total Liabilities Total Equity Total Assets $MM $MM $MM FY13 162.1 24.8 137.2 FY12 161.0 24.1 136.9 Change 1.0 0.8 0.3 % 1% 3% 0% Total assets increased by $1.1 million from $161.0 million to $162.1 million. Cash, deposits and investments available for sale at fair value decreased by $6.6 million from $74.7 million to $68.1 million with cash flow from operations $12.4 million offset by cash flows from investing and financing activities $26.0 million. $ million 45.2 31.5 Invest (at FV) Cash deposits 12.2 61.5 3.4 2.2 73.9 17.2 Cash from Operations +$12.4M 20.2 Invest (at FV) 0.3 47.9 Cash deposits 9.1 Investing and Financing -$26.0M June 12 Receipts Payments Tax Interset Operating E & D Investment FX June13 23 Operating and Financial Review For the year ended 30 June 2013 Investments available for sale at fair value increased $7.0 million from $13.2 million to $20.2 million due to net purchases during the period partially offset by unrealised fair value adjustments of $2.4 million. Exploration and evaluation (including held for sale) increased $12.1 million from $42.6 million to $54.7 million for the exploration and evaluation activities detailed in the Operations section of this report. In summary, the increase is accounted for on a regional basis by: Australia, $4.6 million; Indonesia, $3.8 million; Tunisia, $3.6 million; and Poland $0.1, million. Trade and other receivables increased $7.5 million from $12.0 million to $19.5 million mainly due to the timing of sales revenue receipts being unfavourable in FY13 (below three year average) and favourable in FY12 (above three year average). Deferred tax assets decreased $12.2 million from $12.2 million to $nil due to PRRT de-recognition following the Cooper Basin participants, including the Company, being granted a combination certificate for the PRRT (essentially deeming PEL 92 and PEL 93 to be a single project) and updated estimates using the look-back method to determine the starting base (previously the market value method was used). Total Liabilities Total liabilities increased by $0.8 million from $24.1 million to $24.8 million. Trade and other payables decreased $0.5 million from $12.3 million to $11.8 million mainly due to timing of payments to suppliers. Income tax payable decreased $3.7 million from $3.7 million to $nil with the FY12 final instalment paid and FY13 having an income tax loss mainly due to the upfront deductibility of exploration expenditure including deductions arising from the acquisition of Somerton Energy. Deferred tax liabilities increased $4.9 million from $4.2 million to $9.1 million due to timing differences including the upfront deductibility of exploration expenditure partially offset by a deferred tax asset booked in respect of the FY13 income tax loss. Total Equity Total equity has increased by $0.3 million from $136.9 million to $137.2 million. In comparing equity for the year to the previous year, the key movements were: • higher contributed equity, ($0.7 million) mainly due to finalisation of the Somerton acquisition and vesting of performance rights held by employees made redundant; • lower reserves, ($1.8 million) mainly due to the unrealised fair value adjustment on investments available for sale partially offset by share based payments (performance rights); and • higher retained profits, ($1.3 million) due to NPAT for the year. Business Strategies and Prospects The Company focuses its resources and effort on opportunities to supply the Australian energy market and oil and gas exploration in its existing acreage in the South Sumatra Basin, Indonesia. Within the areas of interest, the Company will focus on those opportunities which satisfy fundamental commercial and technical merit criteria whilst taking due care for safety, the environment and community. Cooper Energy seeks to generate and add value through the application of its deep knowledge and expertise in Australian basins and gas commercialisation, and concentrating its efforts on the opportunities where its knowledge and expertise can be best applied. The Company’s oil production on the western flank of the Cooper Basin generates high margin cash flow which is being reinvested to replace and grow production and reserves. The re-investment is in the Cooper Basin; the Otway Basin and the Gippsland Basin; and corporate opportunities. The Otway Basin and Gippsland Basin interests in particular are considered to be well located for available gas market opportunities should reserves of sufficient size be established. In Indonesia, the focus is on adding further value to the existing South Sumatra acreage through exploration, development and production. 24 Operating and Financial Review For the year ended 30 June 2013 2014 Outlook and Prospects Cooper Energy anticipates increasing oil production in FY14 and has guided to a total production for the FY14 year of 0.54 MMbbl to 0.58 MMbbl, which represents an increase of 10% - 18% on that recorded in FY13. Exploration planned for the year provides opportunities for reserve and resource additions through drilling and identification of new prospects and leads for future drilling through acquisition and processing of two-dimensional and three-dimensional seismic data. The FY14 exploration program includes opportunities which could add material value for the Company including: drilling at least one deep unconventional well in the Otway Basin; ongoing exploration in the Cooper Basin where success rates are high; and exploration drilling in South Sumatra, Indonesia. In addition Hammamet West-3 (Tunisia), which is still in progress, could add material value. The divestment of the Tunisia portfolio is proposed to follow the drilling of Hammamet West-3. It is likely the divestment will not be concluded until early 2014 and the timing of the divestment will be dependent upon the results of Hammamet West-3 and the structure of the divestment. Cooper Energy will continue to evaluate acquisition opportunities which fit with the Company’s skill and knowledge base and are projected to add value for shareholders. Funding and Capital Management When managing funding and capital, the Company’s objective is to ensure the entity continues as a going concern whilst maintaining an optimal return to shareholders. As at 30 June 2013 the Company had cash, deposits and investments available for sale of $68.1 million. The Company is in the process of finalising conditions precedent for $40 million in bank facilities and divesting the Tunisian exploration assets with a carrying value of $23.8 million. The Company has no current plans to issue equity except as performance rights held by employees meet vesting conditions. Risk Management The Company manages risks in accordance with its risk management policy with the objective to ensure all risks inherent in oil and gas exploration activities are identified, measured and then managed or kept as low as reasonably practicable. The management team perform risk assessments on a regular basis (including projects by internal auditors) and a summary is reported to the Audit Committee. Key risks which may materially impact the execution and achievement of the business strategies and prospects for Cooper Energy in future financial years are risks inherent in the oil and gas industry including technical, economic, commercial, operational and political risks. These risks should not be taken to be a complete or exhaustive list of risks. Many of the risks are outside the control of the Company and its officers. Appropriate policies and procedures are continually being developed and updated to help manage these risks. 25 Directors’ Statutory Report For the year ended 30 June 2013 The Directors present their report together with the consolidated financial report of the Group, being Cooper Energy Limited (the “parent entity” or “Cooper Energy” or “Company”) and its controlled entities, for the financial year ended 30 June 2013, and the independent auditor’s report thereon. 1. Directors The Directors of the parent entity at any time during or since the end of the financial year are: Mr John C.Conde AO B.Sc. B.E(Hons), MBA Chairman Independent Non-Executive Director Appointed 25 February 2013 Mr David P. Maxwell M.Tech, FAICD Managing Director Appointed 12 October 2011 Experience and expertise Mr Conde has extensive experience in business and commerce and in chairing high profile business, arts and sporting organisations. Previous positions include, a Director of BHP Billiton, Chairman of Pacific Power (the Electricity Commission of NSW), Chairman of Events NSW, President of the National Heart Foundation and Chairman of the Pymble Ladies’ College Council. Current and other directorships in the last 3 years Mr Conde is currently Chairman of Bupa Australia (since 2008), the Sydney Symphony (since 2007) and Destination NSW (since 2011). He is President of the Commonwealth Remuneration Tribunal (since 2003) and a director of Dexus Property Group ASX: DXS (since 2009). He is Deputy Chairman of Whitehaven Coal Limited ASX: WHC (since 2007) and a Director of The McGrath Foundation (since 2012) and AFC Asian Cup (2015) (since 2012). Mr Conde is a former Chairman of Ausgrid (formerly EnergyAustralia) (1988-2012) Special Responsibilities Mr Conde is a member of the Remuneration and Nomination Committee and the Audit Committee. Experience and expertise Mr Maxwell is a leading oil and gas industry executive with more than 25 years in senior executive roles with companies such as BG Group, Woodside Petroleum Limited and Santos Limited. Mr Maxwell has very successfully led many large commercial, marketing and business development projects. As Senior Vice President at QGC - a BG Group business – Mr Maxwell was responsible for all commercial, exploration, business development, strategy and marketing activities. He led BG Group’s entry into Australia, its involvement in the alliance with Queensland Gas Company Limited and its subsequent takeover by BG Group. Mr Maxwell has served on a number of industry association boards, government advisory groups and public company boards. He was a member of the Australia Federal Government Energy White Paper Reference Group in 2011. Current and other directorships in the last 3 years Mr Maxwell is a director of Somerton Energy Pty Ltd formerly Somerton Energy Ltd, a listed company until the takeover by Cooper Energy in 2012. Special Responsibilities Mr Maxwell is responsible for the day to day leadership of Cooper Energy. He is the leader of the management team and his particular responsibilities include strategy and business development. 26 Mr Laurence J. Shervington LLB, SA FIN, MAICD Independent Non-Executive Director Appointed 01 October 2003 Former Chairman (November 2004 – February 2013) Mr Jeffrey W. SCHNEIDER B.Com Independent Non-Executive Director Appointed 12 October 2011. Mr Hector M. Gordon B.Sc. (Hons). FAICD Executive Director Appointed 26 June 2012 Ms Alice J.M. Williams B.Com, FAICD, FCPA, CFA Independent Non-Executive Director Appointed 28 August 2013 Experience and expertise Mr Shervington is a respected and experienced corporate lawyer with more than 40 years’ involvement in business and legal landscapes. His corporate expertise includes capital raising, reconstruction, mergers and acquisitions, directors’ duties, corporate governance, due diligence, risk management and ASIC licensing and investigations. Current and other directorships in the last 3 years Mr Shervington is the chair of the Broome Port Authority (March 2011) and a director of the College of Law Western Australia Pty Ltd (since January 2008). Mr Shervington is a director of Leedal Pty Ltd, an Aboriginal- directed company with extensive business interests in Fitzroy Crossing in the Kimberley region of Western Australia (since June 2008). Special Responsibilities Member of the Corporate Governance; Remuneration and Nomination and Audit Committees. Experience and expertise Mr Schneider has over 30 years of experience in senior management roles in the oil and gas industry, including 24 years with Woodside Petroleum Limited. He has extensive corporate governance and board experience as both a non-executive director and chairman in resources companies. Current and other directorships in the last 3 years Mr Schneider is a non-executive director of Comet Ridge Limited ASX: COI (since 2003). Mr Schneider was formerly the Chairman of Strike Energy Limited ASX: STX (2004 – 2010) and a director of Green Rock Energy Limited ASX: GRK (2010 - 2013). Special Responsibilities Chairman of the Audit and the Remuneration and Nomination Committees and member of the Corporate Governance Committee. Experience and expertise Mr Gordon is a very successful geologist with over 35 years’ experience in the petroleum industry. Mr Gordon was previously Managing Director Somerton Energy until it was acquired by Cooper Energy in 2012. Previously he was an Executive Director with Beach Energy Limited where he was employed for more than 16 years. In this time Beach Energy experienced significant growth and Mr Gordon held a number of roles including Exploration Manager, Chief Operating Officer and, ultimately, Chief Executive Officer. Mr Gordon’s previous employers also include Santos Limited, AGL Petroleum, TMOC Resources, Esso Australia and Delhi Petroleum Pty Ltd. Current and other directorships in the last 3 years Mr Gordon is a director of Somerton Energy Pty Ltd formerly Somerton Energy Ltd, a listed company until the takeover by Cooper Energy in 2012. He is a former director of ERO Mining Limited (2011-2013). Special Responsibilities Mr Gordon is responsible for the day to day management of the Cooper Energy exploration and production activities. As a Qualified Petroleum Reserves and Resources Evaluator he also reviews and approves the reserves statements made by the Company. Experience and expertise Ms Williams has over 25 years of senior management and Board level experience in corporate, investment banking and Government sectors. Ms Williams has been a consultant to major Australian and international corporations as a corporate advisor on strategic and financial assignments. Ms Williams has also been engaged by Federal and State based Government organisations to undertake reviews of competition policy and regulation. Prior appointments include Director of Airservices Australia, Telstra Sale Company, V/Line Passenger Corporation, State Trustees and Western Health. Current and other directorships in the last 3 years Ms Williams is a non-executive Director of Djerriwarrh Investments Ltd ASX: DJW (since 2010), Equity Trustees Ltd ASX: EQT (since 2007), Victorian Funds Management Corporation, Guild Group, Defence Health and Port of Melbourne Corporation. Ms Williams is also a Council member of the Cancer Council of Victoria. 27 Directors’ Statutory Report For the year ended 30 June 2013 2. Company Secretary Ms Alison Evans B.A., LLB was appointed to the position of Company Secretary and Legal Counsel on 25 February 2013. Ms Evans is an experienced company secretary and corporate legal counsel with extensive knowledge of corporate and commercial law in the resources and energy sectors. Ms Evans has held Company Secretary and Legal Counsel roles in a number of minerals and energy companies including Centrex Metals, GTL Energy and AGL. Ms Evans’ public company experience is supported by her work at leading corporate law firms. Mr Ian E. Gregory, B.Bus., FCIS, FFIN, MAICD, resigned as Company Secretary on 28 February 2013. 3. Directors’ Meetings The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the parent entity during the financial year are: Director Board Meetings Audit Committee Meetings Remuneration and Nomination Committee Meetings Mr J.C. Conde1 Mr L.J. Shervington Mr D.P. Maxwell Mr J.W. Schneider Mr H.M. Gordon A = Number of meetings attended. A 2 7 7 7 7 B 2 7 7 7 7 A - 3 - 4 - B - 4 - 4 - A - 1 - 1 - B - 1 - 1 - B = Number of meetings held during the time the Director held office, or was a member of the committee, during the year 1 Appointed 25 February 2013 The Board has also established a Corporate Governance Committee. Given the size of the Board for the major part of the reporting period, no Corporate Governance Committee meetings were held and matters that would ordinarily be dealt with by the Corporate Governance Committee were dealt with by the full Board in Board meetings. 4. Corporate Governance Statement In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Cooper Energy Limited support the principles of corporate governance. The Company’s Statement on Corporate Governance is set out in full on page 41 of the Annual Report. 5. Remuneration Report (Audited) 5.1 Introduction The Directors of the Company have prepared this remuneration report to outline the overall remuneration strategy, policies and practices, which were applied by the Company for the twelve months to 30 June 2013 and the application of the Company’s Performance Rights plan that was last approved by the shareholders on 9 November 2012. The report has been prepared in accordance with Section 300A of the Corporations Act 2001 (Cth) (“Corporations Act”) and has been audited in accordance with section 308(3C) of the Corporations Act. The Company received 98.43% of “yes” votes on its remuneration report for the 2012 financial year. The Company did not receive any specific feedback from shareholders at the 2012 Annual General Meeting on its remuneration practices. 28 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.2 Key Terms Throughout this remuneration report, the following terms have the meaning indicated below: Directors: the Managing Director, Executive Director and the Non-executive Directors. Executives: the Managing Director, Executive Director Exploration and Production and senior managers who report to those roles, including KMP. Executive Directors: any Directors who are also Executives. For this report, the Executive Directors are the Managing Director (Mr David Maxwell) and the Executive Director Exploration and Production (Mr Hector Gordon). Base Salary: fixed annual remuneration or base salary (including superannuation). KPI: key performance indicators determined by the Board. KMP: key management personnel those persons having authority and responsibility for planning, directing and controlling the major activities of the consolidated entity. LTIP: long term incentive plan which aims to provide an incentive to deliver successful future Company shareholder value and performance. STIP: short term incentive plan which aims to provide a reward for successful individual and Company performance in the past year. 5.3 Key Management Personnel For the purposes of this report, Key Management Personnel (KMP) of the group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the parent entity and the group, directly or indirectly, including any Director (whether Executive or otherwise) of the parent entity. The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period. Executive Directors Mr D.P. Maxwell (Managing Director) Mr H.M. Gordon (Executive Director- Production and Exploration) Non-Executive Directors Mr J. C.Conde AO (Chairman)1 Mr L.J. Shervington Mr J.W. Schneider 1 Appointed 25 February 2013 Executives Mr J. de Ross (Chief Financial Officer)1 Mr A. D. Thomas (Exploration Manager) Ms A.M. Evans (Company Secretary and Legal Counsel)2 1 Appointed 27 September 2012 2 Appointed 25 February 2013 Key Management Personnel who ceased employment during the year Mr S.K. Twartz (Exploration Manager)3 Mr S.F. Blenkinsop (Legal and Commercial Manager)4 Mr J. Ballie (Chief Financial Officer)5 Mr A. Warton (Development Manager)5 3 Ceased 31 July 2012 4 Ceased 5 July 2012 5 Ceased 31 December 2012 Except as noted, the named persons held their current positions for the whole of the financial year and since the end of the financial year. 29 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.4 Remuneration Policy and Framework The Company’s remuneration policy is designed to ensure that the level and form of compensation achieves certain objectives, including: (a) Attracting, motivating and retaining highly skilled Directors and employees to pursue and deliver the Company’s strategy and goals; (b) Delivery of value-adding outcomes for the Company; (c) Fair and reasonable reward for past individual and Company performance; and (d) Providing incentive to deliver future individual and Company performance. Remuneration consists of base salary, superannuation, short term incentives and long term incentives. Remuneration is determined by reference to market conditions and performance. In addition to the year-end annual review of remuneration, the Board obtained and used independent resource industry remuneration data to determine market remuneration rates in relation to the oil and gas industry in Australia. 5.5 Governance The Remuneration and Nomination Committee The Remuneration and Nomination Committee’s role is to review and recommend remuneration for Non-executive Directors, the Executive Directors and Executives. The Remuneration and Nomination Committee is also responsible for the review of remuneration policies and practices. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of remuneration of Directors and Executives on at least an annual basis by reference to relevant employment market conditions and third party remuneration benchmark reports. The overall objective is to ensure shareholders benefit from the retention of a high quality Board and Executive team which is remunerated consistent with industry practises. The ASX Listing Rules and the Constitution require that the maximum aggregate amount of remuneration to be allocated among the Non-executive Directors be approved by shareholders at the annual general meeting. The Remuneration and Nomination Committee takes account of the time demands made on Directors and such factors as fees paid to Non-executive Directors in comparable Australian companies in proposing the maximum amount of compensation for approval by the shareholders and also in determining the allocation of the compensation. The latest determination was at the parent entity’s Annual General Meeting held on 9 November 2012, when shareholders approved an aggregate remuneration of up to $450,000 per year. From 17 April 2013, the Remuneration and Nomination Committee has consisted of three Non-executive Directors after Mr Conde, Non-executive Chairman joined the Board in February 2013. For the balance of the year, the Remuneration and Nomination Committee was made up of two Non-executive Directors. The Committee meets formally at least once a year and may have informal meetings during the year. The Managing Director attends meetings by invitation. Remuneration arrangements for Directors and Executives are reviewed by the Remuneration and Nomination Committee and recommended to the Board for approval. The Remuneration and Nomination Committee considers external information and may engage independent advisers to establish market benchmarks. Remuneration arrangements are determined in conjunction with the annual review of the performance of Directors, Executives and employees of the Company. Performance of the Directors of the Company, including the Managing Director, are evaluated by the Board and may be assisted by the Remuneration and Nomination Committee. The Managing Director reviews the performance of Executives with the Remuneration and Nomination Committee. These evaluations take into account criteria such as the achievement toward the Company’s performance benchmarks and the achievement of individual performance objectives. External Advisors and Remuneration Advice The Remuneration Committee engaged the services of Strategic Human Resources Pty Ltd (“SHR”) to benchmark salaries for all staff. This involved the review and application of remuneration data sourced from National Rewards Group Inc. and Godfrey Remuneration Group Pty Limited. The Remuneration Committee also engaged Godfrey Remuneration Group (“GRG”) to benchmark the Company’s Non-executive Director remuneration practices against market practice of a selected group of ASX listed Companies. The Board is satisfied that all recommendations made by SHR and GRG were made free from undue influence by any KMP to whom the recommendations related. Fees payable to SHR for services to 30 June 2013 totalled $6,253.50 and Godfrey Remuneration Group Pty Ltd $11,495. Annual membership fees payable to National Rewards Group were $5,500. 30 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.6 Remuneration Structure The Executive remuneration structure in place for the financial year was applied to all employees of the Company, including Executives. The Company’s remuneration structure has three elements set out below: (a) Base Salary; (b) STIP (Short Term Incentive Plan); and (c) LTIP (Long Term Incentive Plan). Base Salary Employees are paid Base Salaries which are competitive in the markets in which the Company operates. Individual Base Salary is set each year based on job description, competitive salary information sourced by the Company and overall competence in fulfilling the requirements of the particular role. Base Salary is paid in cash and is not at risk other than by termination. Short Term Incentive Plan (STIP) Each year the Company issues a scorecard establishing targets to measure the Company’s short term performance over the financial year. The targets focus on the core elements needed to successfully deliver the Cooper Energy strategy and plan and shareholder returns for all staff. Company performance against the scorecard is reported monthly to all staff and the scorecard is used as a key input into the performance based remuneration. The scorecard is based on those key business deliverables that will in combination drive the value of the enterprise. The Managing Director develops the draft scorecard for review by the Remuneration and Nomination Committee and Board consideration and approval. The scorecard is approved by the Board no later than 30 September of each year. For each item in the scorecard a base or threshold level is described as well as a target, stretch target and super stretch target. • Base or threshold is not going backwards against performance in the previous year and is the minimum acceptable for that year. • Target is solid steady growth or improvement. • Stretch is doing better than target and consistent with leading peers. • Super stretch is leading peers or best in class when compared to others. Each item in the scorecard is assigned a weighting. Average weighted performance of the total scorecard is the sum of the performance assessed for each item multiplied by the weighting for each item. The maximum STIP payment at the various organisational levels is as follows: • For the Managing Director the maximum STIP is 100% of Base Pay; • For the Executive Director the maximum STIP is 75% of Base Pay; • For Executives (e.g. direct reports to the Managing Director or the Executive Director the maximum STIP is 50% of Base Pay; • For all other staff the guideline maximum STIP is 25% of Base Pay. The level of “at risk” remuneration is at the discretion of the Board and will be reviewed annually by the Board. • For the Managing Director the portion of the maximum STIP to be paid is based entirely on company performance as assessed by the Board having close regard to the Company scorecard performance. • For the other Executives (including the Executive Director) the portion of the maximum STIP to be paid is based largely on company performance however individual performance as assessed by the Board will also be taken into account. Individual performance ratings are determined in staff performance reviews which are undertaken each year by 31 August. In the event that corporate activity occurs such that the company is merged or taken over then the scorecard will be re-set at the discretion of the Board. Employees must have been with the Company for 3 months to qualify for any STIP. If the staff member is with the Company for 3 months but less than the full year the STIP is pro-rated according to the period of time the employee has been with the Company. If an employee leaves the Company during a year (other than for retirement or due to redundancy) no STIP is payable. If the staff member retires or is made redundant then the STIP is pro-rated in accordance with the portion of the year worked. Notwithstanding these guidelines the final STIP to be paid to each staff member will be at the discretion of the Board. 31 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.6 Remuneration Structure continued In the financial year 2013 the scorecard KPIs and their relative weightings were as follows: STIP Key Performance Indicators Quantitative and Financial Reserves & Exploration Portfolio Production Cost Management Non-Financial Measures Safety and environmental performance Strategy and plan implementation Relationships with investors, partners and the Board % 25 25 15 15 10 10 Irrespective of the scorecard outcome payment of any STIP is entirely at the discretion of the Board. Long Term Incentive Plan (LTIP) The Company believes that encouraging its employees to become shareholders is the best way of aligning their interests with those of its shareholders. LTIP awards are made in the form of performance rights which will have a vesting timeframe of three years. The number of performance rights that vest will be based on the Company’s performance over the same three years. For each performance right that vests, the employee will receive one share at no cost to the employee. The number of performance rights to be granted annually to each employee is calculated by the following formula: Organisational Level Benchmark × Individual’s Base Salary ÷ Share Price Five maximum LTIP organisational level benchmarks have been established as percentages on individual base salary. These five levels reflect the increased involvement of each level in pursuing and achieving the Company’s goals. These benchmarks are set out in the following table: Organisational Level Organisational Level Benchmark Managing Director Executive Director Executives Senior Technical Professional, Technical and Administration 120% 95% 70% 50% 30% The share price calculation will use the 30 day volume-weighted average share price (VWAP) of the Company’s shares immediately prior to the award date. The Board has established a guideline that the total number of performance rights to be issued in each tranche is capped at 2% of the fully paid issued capital of the Company while the total number of performance rights on issue may not exceed 5% of the issued capital of the Company. In the event that the potential number of performance rights to be issued exceeds these caps then all potential awardees will receive a pro-rata reduced number of performance rights. Each tranche of performance rights issued is divided into three portions and each portion is made up of two parcels for testing. Each portion is tested within 12, 24 and 36 months of the issue date of the performance rights. Testing of each parcel is as follows:- • 25% of the performance rights against the Company’s absolute total shareholder return (ATSR) over the testing period. • 75% of the performance rights against the Company’s absolute total shareholder return (ATSR) compared to the relative total shareholder return (RTSR) over the testing period. The ATSR is the absolute shareholder return calculated as the percentage difference between the relevant testing date VWAP and the award date. The RTSR means the Company’s ATSR measured against the peer group of 8 companies ATSR between the relevant testing date and the award date. 32 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.6 Remuneration Structure continued The ATSR and RTSR performance hurdles required to achieve vesting levels are as follows: Assess 25% of Rights measured against ATSR over the performance period Assess 75% of Rights measured against relative percentile ranking of RTSR over the performance period ATSR Below 5% Equal to 5% Equal to 15% Greater than 25% Number of Performance Rights to be exercised RTSR No rights exercisable 25% of the rights 50% of the rights 100% of the rights Below 50% Equal to 50% Greater than 75% Greater than 50% but below or equal to 75% Number of Performance Rights to be exercised No rights exercisable 50% of the rights 100% of the rights Pro rata 50% to 100% ATSR and RTSR are used rather than earnings per share (EPS) because in the Board’s view, the EPS would shift the key focus away from the Company’s long-term business objectives which includes successful exploration. Rights that do not qualify for vesting in any one year can be carried forward to the following year for testing of vesting eligibility. Vesting characteristics of the performance rights are as follows: • Performance measurement period is annually tested over a three year period, which is consistent with the typical time cycle for an exploration program and the Company’s strategic emphasis on exploration and growing the reserves base; • Performance is based on differences in ATSR and RTSR as measured from the commencement date to the end of the assessment period. The ATSR and RTSR use 30-day VWAP of the Company’s shares immediately prior to the relevant testing date; • RTSR will be assessed against a peer group of like companies determined by the Board before the start of each assessment period or as soon as practical thereafter; • The peer group for the performance rights issued in October 2012 and May 2013 comprises Beach Energy Limited; Senex Energy Limited; Drillsearch Energy Limited; Tap Oil Limited; Cue Energy Resources Limited; Central Petroleum Limited, AWE Limited and Icon Energy Limited. Accounting for Performance Rights on shares granted to Executives and employees The values of the performance rights are recognised as Share Based Payments in the statement of comprehensive income and amortised over the vesting period. Performance Rights were issued in October 2012 and for those employees who were employed during the year and after the October issue date, May 2013. The Performance Rights were granted for no consideration and the employee received no cash benefit at the time of receiving the rights. The cash benefit will be received by the employee following the sale of the resultant shares, which can only be achieved after the rights have been vested and the shares are issued. Performance Rights were valued by an independent consultant who applied the Monte Carlo Simulation model to determine the probability of the absolute return performance hurdles and the relative return performance hurdles being achieved. Performance Rights are valued at the closing market price on the date they are granted and no adjustment is made for subsequent movements in share price during any vesting period. 5.7 Executive Directors’ Remuneration Mr David Maxwell – Managing Director Mr Maxwell commenced as Managing Director on 12 October 2011 under contract of employment of that date. The term of the Managing Director’s executive employment agreement expires 10 October 2014. Pursuant to shareholder approval obtained at the 2012 Annual General Meeting, Mr Maxwell was eligible to receive a maximum of 1,317,992 Performance Rights that were subsequently granted on 5 December 2012. The remuneration details for Mr Maxwell for the year to 30 June 2013 are set out in the table on page 37. Mr Hector Gordon – Executive Director Exploration and Production Mr Gordon commenced as Executive Director Exploration and Production on 26 June 2012 under contract of employment for a period of three years expiring on 24 June 2015. 33 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.7 Executive Directors’ Remuneration continued Pursuant to shareholder approval obtained at the 2012 Annual General Meeting, Mr Gordon was eligible to receive a maximum of 728,731 Performance Rights that were subsequently granted on 5 December 2012. The remuneration details for Mr Gordon for the year to 30 June 2013 are set out in the table on page 37. Service agreements terms The service agreements set out the Executive Directors’ entitlement to Base Salary, STIP and LTIP. See Section 5.4 of this report for more detail concerning these elements of remuneration. The base salary of the Executive Directors is reviewed annually at the Board’s discretion. Either the Company or Executive Director may terminate this contract by providing six months’ written notice or payment in lieu of notice. The Company may also terminate the contracts immediately for cause. The Company also entered into deeds of indemnity insurance and access with each of the Executive Directors under which the Company will maintain an appropriate level of Directors’ and Officers’ indemnity insurance and provide access to Company records. 5.8 Executive’s Remuneration The remuneration details for Executives who are KMP for the year to 30 June 2013 are set out in the tables on page 38. The Company has entered into service agreements with the Executives. The term of the service agreements continue until termination. Either the Company or Executive may terminate the contract by providing between two and three months’ notice or payment in lieu of notice. The Company may also terminate the contracts immediately for cause. 5.9 Non-Executive Directors’ Remuneration In line with Corporate Governance principles, Non-Executive Directors of the Company are remunerated solely by way of fees and statutory superannuation. The annual fee is set to reflect current market levels based on the time, responsibilities and commitments associated with the proper discharge of their duties as members of the Board. The maximum total pool of available fees was set by shareholders in General Meeting held on 9 November 2012 when shareholders approved an aggregate remuneration of up to $450,000 per year (increased from $325,000 set in 2006). Other than statutory superannuation, Non-executive Directors of the Company are not entitled to any retirement benefits upon retirement from office. The Company has entered into arrangements with Non-executive Directors Mr Conde (Chairman), Mr Shervington, Mr Schneider and Ms Williams whereby those persons are appointed as Non-executive Directors of the Company. Mr Conde was appointed Non-executive Chairman on 25 February 2013, replacing Mr Shervington as Chairman. Mr Shervington has indicated that he will retire as a Director of the Company at the 2013 Annual General Meeting. The term of the appointments is determined in accordance with the Company’s Constitution and is subject to the provisions of the Constitution dealing with retirement, re-election and removal of Non-executive Directors of the Company. In this regard the Constitution provides that all Non-executive Directors of the Company are subject to re-election by shareholders by rotation every three years during the term of their employment. The terms of engagement provide that the Company will maintain an appropriate level of Directors’ and Officers’ insurance and access to Company records in accordance with the terms of deeds of indemnity, insurance and access entered into between the Company and each of the Non-executive Directors. The remuneration payable by the Company to Non-executive Directors is shown in the table on page 37. 34 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.10 Elements of Remuneration related to Performance The Corporations Act 2001 requires disclosure of the Company’s remuneration policy to contain a discussion of the Company’s earnings and performance and the effect of the Company’s performance on shareholder wealth in the reporting period and the four previous financial years. The table below provides a five year financial summary to 30 June 2013. 30 June 2013 30 June 2012 30 June 2011 30 June 2010 30 June 2009 30 June 2008 Net Profit/(loss) after tax $’000 1,318 8,381 (10,349) 1,247 (2,816) 6,406 EPS Basic EPS Diluted1 Year-end share price Shares on issue Market Capitalisation cents cents $ million $MM 0.4 0.4 0.38 329.1 125.1 2.8 2.8 0.45 327.3 147.3 (3.5) (3.5) 0.36 292.6 105.3 0.4 0.4 0.37 292.6 111.2 (1.0) (1.0) 0.45 291.9 131.4 3.0 2.9 0.47 252.3 118.6 1 No dividends were paid during any of the financial years. Short Term Incentive Plan’s relation to performance For the 12 months to 30 June 2013, the Company’s performance was measured against Company KPIs which were set out in a scorecard. The KPIs were designed to reflect the Company’s strategy, business plan and budget. The areas covered by the scorecard are set out in the table on page 32. For an oil and gas exploration and production company such as Cooper Energy, oil and gas reserves and production are at the heart of the business and are therefore the key measures. Unless either production or reserves performance is above the threshold, no STIP payment will be made. Other key items included in the scorecard each year are safety and environmental performance, delivery of company strategy, cost management and business conduct and relationships. The Board assigns an overall performance rating against target levels which determines the key management personnel and employee STIP award for the period ending the 30 June 2013. Long Term Incentive Plan’s relation to performance The LTIP aligns the rewards received by the participants in the LTIP with the longer term performance of the Company relative to its peers. Participants also have the opportunity to grow the long-term value of their LTIP by delivering results for the Company that increase the share price. Company’s performance For the year to 30 June 2013, the Company met or exceeded a number of its KPIs but did not meet others. STIP Key Performance Indicators Quantitative and Financial Reserves Exploration Portfolio Production Cost Management Non-Financial Measures Safety and environmental performance Strategy and plan implementation Relationships with investors, partners and the Board Performance Exceeded threshold Exceeded super stretch Below threshold Met target Met target Met target Met target This performance will be assessed by the Board and the score, in conjunction with individual performance reviews will form the basis of STIP payable in October 2013. During the year the Performance Rights granted on each date were tested using the measures described in section 5.6 above. In summary, 87.475% of tranche one portion one of the Performance Rights offered and accepted were achieved and will vest subject to vesting requirements. 35 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.11 Detailed Remuneration Information The elements of remuneration shown in the Performance Rights column are directly related to the performance of the Company total shareholder return. The elements of remuneration shown in the remaining columns are not performance related. The performance conditions used in the determination of performance-based remuneration for Executive Directors and Executives of the Company are explained in detail in the discussion on remuneration policy in this remuneration report. The value of performance rights shown in the tables below are the accounting costs accrued in the financial year for grants in the financial year. No KMP of the Company received a cash benefit from rights having been received. No cash benefit is received by KMP of the Company until the sale of the resultant shares, which cannot be done until the rights have vested and the shares issued. No cash bonus awards were forfeited because the person did not meet the relevant service or performance conditions. Other Elements of Executive Director and Executive Remuneration Remuneration packages contain the following key elements: (a) Short term employee benefits – salary/fees, bonuses. (b) Post-employment benefits – including superannuation and redundancy packages. Value of options that expired during the year No options were issued or forfeited during the year. Analysis of Movement in Performance Rights Granted Number of Performance Rights granted during reporting period Fair value of Performance Rights granted during reporting period Number of Performance Rights vested during the reporting period Number of Performance Rights vested to date Percentage of Performance Rights vested to date 1,317,992 728,731 698,412 399,059* 153,782* $294,261 $83,440 $82,386 $45,692 $1,064 - - - - - - - - - - 0% 0% 0% 0% 0% Director Mr D. Maxwell Mr H. Gordon KMP Mr A. Thomas Mr J. de Ross Ms A. Evans *Mr De Ross’s employment commenced on 27 September 2012 and therefore the grant of Performance Rights was prorated for the period of the year for which he was employed by the Company. Ms Evans’ employment commenced on 25 February 2013 and therefore the grant of Performance Rights was prorated for the period of the year for which she was employed by the Company. Value of Performance Rights Granted – Basis of Calculation The value of performance rights at the grant date is calculated as the fair value of the rights at grant date, using the Monte Carlo Simulation model, multiplied by the number of rights granted. The fair value of performance rights is set out in note 23 of the financial statements. 36 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.11 Detailed Remuneration Information continued Table 1: 2012 and 2013 Directors’ remuneration Benefits Short-term Long-term Post Employment Share Based Payment (a) Salary & Fees STIP Long Service Leave Super- annuation LTIP Performance Rights Termination Payments Total % Total in Performance Rights $ - - - - - - Directors Mr J.C. Conde AO (b) $ 48,929 2013 2012 Mr L.J. Shervington 2013 104,189 2012 100,417 Mr J.W. Schneider (c) 2013 Mr D.P. Maxwell (d) Mr H.M. Gordon (e) Mr G.G. Hancock (g) Mr C.R. Porter (h) Mr S.H. Abbott (i) Mr M.T. Scott (j) 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 89,514 53,833 613,529 187,348 390,102 430,522 - - 73,022 - 22,667 - 22,667 - 12,370 - - - - - - - $ - - - - - - - - - - 29,971 - - - - - 56,457 - $ 4,403 9,377 9,225 8,056 5,319 16,470 11,174 16,470 - - 7,888 - 2,040 - 2,040 - 4,167 54,776 41,853 $ - - - - - 294,261 143,351 83,440 - - - - - - - - - 377,701 143,351 $ - - - - - - - - - - $ 53,332 113,566 109,642 97,570 59,152 1,111,608 544,627 530,432 - - 105,249 216,130 - - - - - - 24,707 - 24,707 - 297,701 370,695 - 1,906,508 402,950 1,349,660 Total 2013 1,286,683 187,348 2012 675,078 - 86,428 (a) The basis for computing the value of the performance rights is included in this report and also set out in Note 23 of the Annual Financial Statements. (b) Mr J.C. Conde was appointed as Chairman on 25 February 2013. (c) Mr J.W. Schneider was appointed as a Non-Executive Director on 12 October 2011. (d) Mr D.P. Maxwell was appointed as Managing Director on 12 October 2011. (e) Mr H.M. Gordon was appointed as an Executive Director on 26 June 2012. (f) Mr N. Fearis was appointed as Alternative Director on 4 November 2011 and resigned 19 March 2012. Mr Fearis did not receive any remuneration. (g) Mr G.G. Hancock resigned on 12 October 2011 (h) Mr C.R. Porter resigned on 12 October 2011. (i) Mr S.H. Abbott resigned on 12 October 2011. (j) Mr M.T. Scott was Managing Director until 15 June 2011and was appointed the Chief Operations Officer effective from that date until his resignation on 31 August 2011. $ - - - - - - 26.5% 26.3% 15.7% - - - - - - - - - - - 37 Directors’ Statutory Report For the year ended 30 June 2013 5. Remuneration Report (Audited) continued 5.11 Detailed Remuneration Information continued Table 2: 2012 and 2013 Executive’s remuneration Benefits Short-term Long-term Post Employment Share Based Payment (a) Salary & Fees STIP Long Service Leave Super- annuation Performance Rights Termination Payments Total % Total in Performance Rights Executives Mr A. Thomas (b) Mr J. de Ross (c) Ms A. Evans (d) Mr S.K. Twartz (e) Mr J.A. Baillie (f) Mr S.F. Blenkinsop Mr A. Warton (f) $ 341,030 - $ - - 232,897 22,750 - 46,260 - 97,845 438,164 187,343 245,733 79,364 - - - 93,294 25,404 91,412 24,250 - 314,941 19,500 223,357 102,850 339,432 17,500 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 $ - - - - - - - - 36,470 - - - - - Total 2013 1,208,096 310,306 36,470 2012 1,338,270 86,654 - $ 16,470 - 12,352 - 4,163 - 1,372 15,775 8,235 15,775 2,745 15,775 8,235 15,775 53,572 63,100 $ 82,386 - 45,692 - 1,064 - - $ - - - - - - $ 439,886 - 313,691 - 51,487 - 158,480 350,991 63,737 - 543,080 - 249,385 572,845 39,581 - 46,092 - - - 325,339 82,109 396,308 - 163,995 498,437 49,505 129,142 198,915 - 422,212 571,860 2,309,446 - 1,686,939 $ 18.7% - 14.6% - 2.1% - - 11.7% - 12.2% - 11.7% - 11.7% - - (a) The basis for computing the value of the performance rights is included in this report and also set out in Note 23 of the Annual Financial Statements. (b) Mr A. Thomas was appointed as Exploration Manager and commenced employment on 1 July 2012. (c) Mr J. de Ross was appointed as Chief Finance Officer and commenced employment on 27 September 2012. (d) Ms A. Evans was appointed as Company Secretary and Legal Counsel on a 0.6 full time equivalent and commenced employment on 21 February 2013. (e) Mr S.K. Twartz was made redundant on 31 July 2012. (f) Mr J.A. Baillie and Mr A. Warton were made redundant on 31 December 2012. Mr Blenkinsop resigned on 5 July 2012. 38 Directors’ Statutory Report For the year ended 30 June 2013 6. Principal Activities The Group is an upstream oil and gas exploration and production Company whose primary purpose is to secure, find, develop, produce and sell hydrocarbons. These activities are undertaken either solely or via unincorporated joint ventures. There was no significant change in the nature of these activities during the year. 7. Operating and Financial Review Information on the operations and financial position of Cooper Energy and its business strategies and prospects is set out in the Operating and Financial Review. 8. Dividends The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of dividends since the end of the previous financial year, or to the date of this report. 9.Environmental Regulation The Group is a party of various exploration and development licences or permits. In most cases, the contracts specify the environmental regulations applicable to oil and gas operations in the respective jurisdiction. The Group aims to ensure that it complies with the identified regulatory requirements in each jurisdiction in which it operates. There have been no significant known breaches of the environmental obligations of the Group’s licences. 10. Likely Developments Other than disclosed elsewhere in the Annual Report, further information about likely developments in the operations of the Group and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would likely result in unreasonable prejudice to the consolidated entity. 11. Directors’ Interests The relevant interest of each Director in ordinary shares and options over shares issued by the parent entity as notified by the Directors to the Australian Stock Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this reports is as follows: Mr D.P. Maxwell Mr J Conde AO Mr J.W. Schneider Mr H.M. Gordon Mr L.J. Shervington Ms A. Williams Cooper Energy Limited Ordinary Shares Performance Rights 1,013,190 - 300,000 176,608 405,933 - 2,965,704 - - 728,731 - - 12. Share Options And Performance Rights At the date of this report, there are no unissued ordinary shares of the parent entity under option. At the date of this report, there have been 8,561,370 performance rights granted to employees under the Employee Performance Rights Plan. 13. Events After Financial Reporting Date Refer to Note 27 of the Notes to the Financial Statements. 14. Proceedings On Behalf Of The Company No person has applied to the Court under section 237 of the Corporations Act for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of the proceedings. No proceedings have been brought or intervened in on behalf of Cooper Energy Limited with leave of the Court under section 237 of the Corporations Act. 39 Directors’ Statutory Report For the year ended 30 June 2013 15. Indemnification And Insurance Of Directors And Officers 15.1 Indemnification The parent entity has agreed to indemnify the current Directors and past Directors of the parent entity and of the subsidiaries, where applicable, against all liabilities (subject to certain limited exclusions) to persons (other than the Group or a related body corporate) which arise out of the performance of their normal duties as a Director or Executive Director unless the liability relates to conduct involving a lack of good faith. The parent entity has agreed to indemnify the Directors and Executive Directors against all costs and expenses incurred in defending an action that falls within the scope of the indemnity and any resulting payments. 15.2 Insurance premiums During the financial year, the parent entity has paid insurance premiums in respect of Directors’ and Officers’ liability and legal insurance contracts for current and former Directors and Officers including senior employees of the Parent entity. The insurance premium relates to costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome and other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage. The insurance policy outlined above does not contain details of premiums paid in respect of individual Directors, Officers and senior employees of the parent entity. 16. Auditor’s Independence Declaration The auditor’s independence declaration is set out on page 100 and forms part of the Directors’ report for the financial year ended 30 June 2013. 17. Non-Audit Services The amounts paid to the auditor of the Group, Ernst & Young and its related practices for non-audit services provided during the year was $nil (2012: $20,000). 18. Rounding The Group is of a kind referred to in ASIC Class Order 98/0100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report have been rounded to the nearest thousand dollars, unless otherwise stated. This report is made in accordance with a resolution of the Directors. Mr John C Conde AO Chairman Mr David P. Maxwell Managing Director Dated at Adelaide 28 August 2013 40 Corporate Governance Statement For the year ended 30 June 2013 This statement reports on Cooper Energy’s (“Company”) key governance framework, principles and practices as at 28 August 2013. These principles and practices are reviewed regularly and revised as appropriate to reflect changes in law and best practice in corporate governance. ASX corporate governance principles and recommendations Cooper Energy, as a listed entity, must comply with the Corporations Act 2001 (Cth) (“Corporations Act”), the ASX Limited (“ASX”) Listing Rules (“ASX Listing Rules”) and other Australian laws. ASX Listing Rule 4.10.3 requires ASX listed companies to report on the extent to which they have followed the Corporate Governance Principles and Recommendations (“ASX Principles”) released by the ASX Corporate Governance Council. The ASX Principles require the Board to consider carefully the development and adoption of appropriate corporate governance policies and practices founded on the ASX Principles. Compliance with ASX corporate governance principles and recommendations Details of the Company’s compliance with the ASX Principles are set out in this report. For further information on the Company’s Corporate Governance Policies please refer to Cooper Energy’s website www.cooperenergy.com.au under Corporate Governance. 41 Corporate Governance Statement For the year ended 30 June 2013 ASX Principles Compliance 1. Lay solid foundations for management and oversight 1.1 Companies should establish the functions reserved to the Board and those delegated to senior executives Comply and disclose those functions. Board role and responsibilities The Board of Directors is accountable to shareholders for the performance of Cooper Energy and is responsible for the corporate governance practices of the Company. The Board’s principal objective is to maintain and build the Company’s capacity to generate value for shareholders taking into account the interests of its employees, customers, suppliers, lenders and the wider community while ensuring that the Company’s overall activities are properly managed. Cooper Energy’s corporate governance practices provide the structure which enables this objective to be pursued, whilst ensuring that the business and affairs of the Company are conducted ethically and in accordance with the Company’s constitution and relevant law. The roles and responsibilities of the Board are set out in the Board Charter. The Board Charter defines in detail the matters that are reserved for the Board and its committees, and those that the Board has delegated to management. The central role of the Board is to oversee and approve the Company’s strategic direction, to select and appoint a Managing Director (“MD”), to oversee the Company’s management and business activities and report to shareholders. In addition to matters expressly required by law to be approved by the Board, the following powers are reserved to the Board for decision: • strategy – providing strategic oversight and approving strategic plans and initiatives; • Board performance and composition – evaluating the performance of non-executive directors, and determining the size and composition of the Board as well as recommending to shareholders the appointment and removal of directors; • leadership selection – evaluating the performance of, and selection of, the MD; • corporate responsibility – considering the social, safety, ethical and environmental impacts of the Company’s activities, and setting policy and monitoring compliance with safety, corporate and social policies and practices; • financial performance – approving the Company’s annual operating plans and budget, monitoring management, financial and operational performance; • financial reports to shareholders – approving annual and half-year reports and disclosures to the market that contain, or relate to, financial projections, statements as to future financial performance or changes to the policy or strategy of the Company; and • establishing procedures – ensuring that the Board is in a position to exercise its power and to discharge its responsibilities as set out in the Board Charter. The Board delegates responsibility for day-to-day management of Cooper Energy to the MD who is accountable to the Board. When appropriate, the Board may use a committee of directors to support the Board in matters that require more intensive review. The full Board is responsible for compliance and risk management issues (with assistance from the Audit Committee) and the Company has a Risk Management Policy. The Board Charter is available in the corporate governance section of Cooper Energy’s website. Board meetings The Board schedule is to meet formally six times a year, and additionally, from time to time, to deal with specific matters that require attention between scheduled meetings. Meeting agendas are established by the Chairman in conjunction with the MD and Company Secretary to ensure adequate coverage of financial, strategic and major risk areas throughout the year. Typically, regular Board meetings include consideration of a broad range of matters, including financial performance reviews, risk assessment, capital management, prospective acquisitions and delegated authorities. Any director may request additional matters be added to the agenda. Where required, members of senior management attend meetings of the Board by invitation, and sessions may be held for non-executive directors to meet without management present. Copies of Board papers are circulated in advance of the meetings in either electronic or hard copy form. Directors are entitled to request additional information where they consider the information is necessary to support informed decision making. Board committees and membership The Board has currently three standing committees to assist in the discharge of its responsibilities. These are the: • Audit Committee; • Remuneration and Nomination Committee; and • Corporate Governance Committee. The charters of all Board committees detailing the roles and duties of each are available in the corporate governance section of Cooper Energy’s website. 42 Corporate Governance Statement For the year ended 30 June 2013 All Board committee charters are reviewed at least annually. Committee members are chosen for the skills, experience and other qualities they bring to the committees. The executive management attends, by invitation, Board committee meetings. All papers considered by the standing committees are available on request to directors who are not on that committee. Following each committee meeting, generally at the next Board meeting, the Board is given a verbal update by the Chair of each committee. In addition, minutes of all committee meetings are provided to all directors. The Company Secretary provides secretariat services for each committee. Professional advice, access to information and other resources All directors have unrestricted access to Company records and information and receive detailed financial and operational reports from the Managing Director during the year that enables them to carry out their duties. The directors collectively, and each director individually, have the right to seek independent professional advice at Cooper Energy’s expense to assist them to carry out their responsibilities. While prior approval of the Chairman is required, it may not be unreasonably withheld and, in its absence, approval by the Board may be sought. The constitution sets out rules dealing with the indemnification of and insurance cover for directors and former directors of Cooper Energy. Any such arrangements are undertaken in accordance with limitations imposed by law. Conflicts of interest Directors are required to disclose any actual or potential conflict or material personal interests on appointment as a director and are required to keep these disclosures up to date. In the event that there is, or may be, a conflict between the personal or other interests of a director, then the director with an actual or potential conflict of interest in relation to a matter before the Board withdraws from the meeting for the period the matter is considered and takes no part in the discussion or decision making process. Board papers regarding the relevant matter may also be withheld from the conflicted director. Corporate responsibility and sustainability Cooper Energy aims to produce positive outcomes for all stakeholders in managing its business and to maximise financial, social and environmental value from its activities. In practise this means having a commitment to transparency, fair dealing, responsible treatment of employees and partners and positive links into the community. Sustainable and responsible business practices within Cooper Energy are viewed as an important long term driver of performance and shareholder value. Through such practices the Company seeks to reduce operational and reputation risk and enhance operational efficiency while contributing to a more sustainable society. The Company accepts that the responsibilities of the Board and management, which flow from this approach, go beyond strict legal and financial obligations. In particular, the Cooper Energy Board seeks to take a practical and broad view of directors’ fiduciary duties, in line with stakeholders’ expectations. 1.2 Companies should disclose the process for evaluating the performance of senior executives. Comply The performance of the MD is reviewed annually by the Board and the Remuneration and Nomination Committee, which links the nature and amount of directors’ and officers’ emoluments to the consolidated entity’s financial and operational performance. Remuneration of the MD is determined in accordance with Cooper Energy’s executive compensation program, which is administered by the Remuneration and Nomination Committee. Details of Cooper Energy’s remuneration practice relating to key management personnel and senior employees are set out in full in the Directors’ Statutory Report on pages 26 to 40. 1.3 Companies should provide the information indicated in the Guide to reporting on Principle 1. Comply 43 Corporate Governance Statement For the year ended 30 June 2013 2. Structure the Board to add value 2.1 A majority of the Board should be independent directors. Comply since 25 February 2013 Board composition and expertise The Board has an expansive range of relevant industry experience, commercial, legal, technical and other skills and expertise to meet its objectives. The current Board composition and details on each of the director’s backgrounds including experience, knowledge and skills are set out on pages 26 to 27 of the Directors’ Statutory Report. The Board considers that the executive and non-executive directors collectively bring the range of skills, knowledge and experience necessary to direct the company. In assessing the composition of the Board, the directors have regard to the following policies: • the Chairman should be non-executive and independent; • the role of the Chairman and MD should not be filled by the same person; • the MD should be a full-time employee of the company; • the majority of the Board should comprise directors who are both non-executive and independent; and • the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the company. Director independence The criteria for assessing the independence of each director is included in Cooper Energy’s Board Charter. Broadly, directors of Cooper Energy are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to interfere with – the independent exercise of their judgement. The Board has considered the associations of each of the non-executive directors in office at the date of the Directors’ Statutory Report and considers that all non-executive directors are considered independent. The following directors of Cooper Energy are considered to be independent: Name Mr J.C. Conde AO Mr L.J. Shervington Mr J.W. Schneider Ms A.J.M. Williams Position Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Since Mr Conde’s appointment on 25 February 2013, the Board has comprised of a majority of directors who meet the test of independence under Recommendation 2. 2.2 The chair should be an independent director. Comply The Board elects one of the independent non-executive directors to be Chairman. The Chairman is responsible for leadership of the Board, for the efficient organisation and conduct of the Board’s function and for the promotion of relations between Board members and between Board and management that are open, cordial and conducive to productive co-operation. 2.3 The roles of chair and Managing Director should not exercised by the same individual. Comply As stated in 2.1 above the Company has a policy that the role of the Chairman and Managing Director should not be filled by the same person. 2.4 The Board should establish a nomination committee. Comply The Company has a Remuneration and Nomination Committee which makes recommendations for nominations for appointment to the Board. The Board selects the most suitable candidates taking into account the diversity of experience among the existing directors and a range of criteria such as the candidate’s background, experience, professional skills, personal qualities and availability to commit themselves to Board activities. An important quality sought in candidates is demonstrated experience in corporate decision-making at senior executive level. 44 Corporate Governance Statement For the year ended 30 June 2013 Directors are appointed by shareholders at the AGM. If candidates are appointed by the Board between AGMs or to fill a casual vacancy, they stand for election, in accordance with the constitution, at the next AGM of shareholders. In addition, nominations may be proposed by shareholders under the constitution for vote at the AGM. These nominations must be received in time to be submitted with notice of the AGM and inclusion in the proxy forms for voting by shareholders not able to attend the AGM. The present membership of the Committee is: • Mr J.W. Schneider (Chairman) • Mr L.J. Shervington • Mr J.C. Conde These directors are independent and non-executive members of the Board. The Committee met once formally during the financial year. The directors and MD may attend Committee meetings by invitation. Given the size of the Board (4 Directors) until the appointment of Mr Conde to the Remuneration and Nomination Committee on 17 April 2013, the full Board considered matters of appointment of directors at regular Board meetings. Since 17 April 2013, the Company the Committee has had three members as recommended in the ASX Principles. Terms of appointment, induction training and continuing education All new directors will be provided with a formal letter of appointment setting out the key terms and conditions of the appointment, including duties, rights and responsibilities, the time commitment envisaged and the Board’s expectations regarding their involvement with committee work. An induction is provided to all new directors. It includes comprehensive meetings with the MD, key executives and management, and information on key corporate and Board policies. All directors are expected to maintain the skills required to discharge their obligations to the Company. Directors are encouraged to undertake continuing professional education and where this involves industry seminars and approved education courses, this is paid for by the Company where appropriate. Directors’ retirement and re-election Cooper Energy’s constitution states that at each annual general meeting (“AGM”) one third of its directors (excluding the Managing Director and any director appointed to fill a casual vacancy) and any director who has held office for three or more years since their last election must retire. Any director appointed to fill a casual vacancy since the date of the previous AGM must submit themselves to shareholders for election at the next AGM. Directors who retire as required may offer themselves for re-election by shareholders at the next AGM. Re-appointment of directors retiring by rotation or filling a casual vacancy is not automatic. Both Mr Conde’s and Ms Williams’ appointment will be put to the shareholders vote at the upcoming AGM. Board succession planning The Board in conjunction with the Remuneration and Nomination Committee reviews the size and composition of the Board and the mix of existing and desired competencies across members from time to time. Criteria considered by the directors when evaluating prospective candidates are contained in the Board’s Charter. The Board may engage with external search providers where appropriate. 2.5 Companies should disclose the process for evaluating the performance of the Board, its committees and Comply individual directors. An annual Board self-assessment review is conducted which includes a review of the performance of the directors and Chairman. The Chairman of the Board is responsible for determining the process for evaluating Board performance. 2.6 Companies should provide the information indicated in the Guide to reporting on Principle 2. Comply 3. Promote ethical and responsible decision-making 3.1 Companies should establish a code of conduct and disclose the code or a summary of the code as to: Comply • the practices necessary to maintain confidence in the company’s integrity; and • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. 45 Corporate Governance Statement For the year ended 30 June 2013 The Company has a Corporate Governance Committee which has the responsibility to assist the Board to meet its oversight responsibilities in relation to the Company’s Corporate Governance practices and policies, including but not limited to: • ensuring that directors and staff understand and have complied with the Company’s Corporate Governance Policies, and • ensuring that the Company’s Corporate Governance Policies are current and reflect current best practice. The directors and MD may attend Committee meetings by invitation. The present membership of the Committee is: • Mr L.J. Shervington (Chairman) • Mr J.W. Schneider These directors are independent and non-executive members of the Board. Given the size of the Board during the year, the full Board considered matters of Corporate Governance in regular Board meetings. Health and safety The Board has approved a Health and Safety Policy consistent with the Company’s commitment to ensuring the highest standards of occupational health and safety management. The health, safety and wellbeing of Cooper Energy’s people, contractors, suppliers and visitors are key values for the Company. Codes of conduct Cooper Energy has established a Code of Conduct to guide executives, management and staff in carrying out their duties and responsibilities. The Code is subject to ongoing review to ensure that Cooper Energy’s standards of behaviour and corporate culture reflect best practice in corporate governance. The Code is based on the following key principles: • acting with honesty and integrity • abiding by laws and regulations • respecting confidentiality and handling information in a proper manner • maintaining the highest standards of professional behaviour • avoiding conflicts of interest • striving to be a good corporate citizen and to achieve community respect. Cooper Energy also has a number of specific policies that underpin the Code of Conduct and elaborate on various legal and ethical issues. These policies are designed to foster and maintain ethical business conduct within Cooper Energy, and govern such things as workplace and human resources practices, handling of confidential information, insider trading, risk management and legal compliance. In addition, the Board has guidelines dealing with disclosure of interests by directors in participating and voting at Board meetings where any such interests are discussed. In accordance with the Corporations Act, any director with a material personal interest in a matter being considered by the Board must not be present when the matter is being considered, and may not vote on the matter. In some circumstances Board papers regarding the matter are not provided to the conflicted director. Compliance with the Code of Conduct by directors and employees will also assist the Company in effectively managing its operating risks and meeting its legal and compliance obligations, as well as enhancing Cooper Energy’s corporate reputation. A copy of the Code of Conduct is available in the corporate governance section of the Company’s website. Whistleblower policy The Board has approved a Whistleblower Policy which documents the Company’s commitment to maintaining an open working environment in which employees are able to report instances of unsafe work practices, unethical, unlawful or undesirable conduct without fear of intimidation or reprisal. A copy of the Whistleblower Policy is available in the corporate governance section of Cooper Energy’s website. 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Departs from recommendations The Company’s policy regarding equal employment opportunity & diversity is set out on the Company’s website. The Company’s Equal Employment Opportunity & Diversity Policy does not include measureable objectives given the size and stage of development of the Company. 46 Corporate Governance Statement For the year ended 30 June 2013 3.3 Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. Departs from recommendations Given the size of the Company the Directors do not consider it appropriate to set measurable objectives in relation to diversity. Notwithstanding this the Company strives to provide the best possible opportunities for current and prospective employees of all backgrounds in such a manner that best adds to overall shareholder value and which reflects the values, principles and spirit of the Company’s Equal Employment Opportunity & Diversity Policy. 3.4 Companies should disclose in each annual report the proportion of women employees in the whole Comply organisation, women in senior executive positions and women on the board. For the 2013 financial year, the Company had a total of 24 women employees out of a total of 58 employees, 5 women employees out of a total of 14 employees in senior executive positions and no women on the Board. Since the end of the financial year, 1 woman has been appointed to the Board. 3.5 Companies should provide the information indicated in the Guide to reporting on Principle 3. 4. Safeguard integrity in financial reporting 4.1 The Board should establish an audit committee. Comply Comply The Company has an Audit Committee which has overseen throughout the year all matters concerning compliance, internal control, accounting policies and financial reporting including reviewing the half-year and annual financial statements. The Audit Committee assists the Board with regards to oversight of the Company’s risk management by gaining assurance that all major identified risks are being adequately managed. The Audit Committee also monitors the relationship with the external auditor and makes recommendations to the Board on the appointment and removal of the external auditor, the terms of engagement, and the scope and quality of the audit. The Committee also reviews the adequacy and effectiveness of management’s control of financial risk in relation to operational activities, financial reporting and legal and regulatory compliance. The external auditors, directors, MD and Chief Financial Officer may attend Committee meetings by invitation. The Committee met four times during the financial year. 4.2 The audit committee should be structured so that it: • consists of only non-executive directors; • consists of a majority of independent directors; • is chaired by an independent chair, who is not chair of the Board; and • has at least three members. The present membership of the Audit Committee is: • Mr J.W. Schneider (Chairman) • Mr L.J. Shervington • Mr J.C. Conde Comply since 17 April 2013 These directors are independent and non-executive members of the Board. Since the appointment of Mr Conde to the Committee on 17 April 2013, the Company has had three members as recommended. 4.3 The audit committee should have a formal charter. Comply The Audit Committee has a Charter which is available in the corporate governance section of Cooper Energy’s website. 47 Corporate Governance Statement For the year ended 30 June 2013 Approach to audit and governance The Board is committed to the basic principles that: • Cooper Energy’s financial reports represent a true and fair view; • Cooper Energy’s accounting practices are comprehensive, relevant and comply with applicable accounting standards, policies and regulations; and • the external auditor is independent and serves shareholders’ interests. External auditor relationship The Company’s independent external auditor is EY. The Board monitors EY’s rotation requirements of the audit partner, currently at least every five years, and the requirement which prohibits the reinvolvement of a previous audit partner in the audit service of Cooper Energy for two years following their rotation. The Board also ensures receipt of the auditor’s Declaration of Independence for the half year and annual financial statements. Attendance of auditor at the AGM Cooper Energy’s external auditor attends the AGM and is available to answer questions from shareholders on: • the conduct of the audit; • the preparation and content of the auditor’s report; • the accounting policies adopted by Cooper Energy in relation to the preparation of the financial statements; and • the independence of the auditor in relation to the conduct of the audit. 4.4 Companies should provide the information indicated in the Guide to reporting on Principle 4. Comply 5. Make timely and balanced disclosure 5.1 Companies should establish written policies designed to ensure compliance and Comply ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclose those policies or a summary of those policies. The Board replaced its previous Continuous Disclosure Policy by adoption of the current Continuous Disclosure and Market Communications Policy on 17 April 2013. The Continuous Disclosure and Market Communications Policy outlines the disclosure obligations of the Company as required by ASIC, the Corporations Act and the ASX Listing Rules. The Company is committed to: • complying with the general and continuous disclosure principles contained in the ASX Listing Rules and the Corporations Act; • preventing the selective or inadvertent disclosure of material price sensitive information; • ensuring that shareholders and the market are provided with full and timely information about its activities; and • ensuring that all market participants have equal opportunity to receive externally available information issued by the Company. A copy of the Continuous Disclosure and Market Communications Policy Policy is available in the corporate governance section of the Company’s website. 5.2 Companies should provide the information indicated in the Guide to reporting on Principle 5. Comply 6. Respect the rights of shareholders 6.1 Companies should design a communications policy for promoting effective communication with Comply shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy. The Company has always regarded communication with shareholders as important and the Board has established and adopted a Shareholder Communication Policy to ensure that shareholders are provided with current, relevant information and are empowered through effective communication. Cooper Energy is committed to giving all investors comprehensive, timely and equal access to information about its activities. Similarly, prospective new investors are entitled to be able to make informed investment decisions when considering the purchase of shares in Cooper Energy. A wide range of communication approaches are employed by the Company and publication of all relevant information is posted on the ASX announcements platform and Cooper Energy’s website. 48 Corporate Governance Statement For the year ended 30 June 2013 Cooper Energy’s Board encourages investors to access the ASX announcements platform, use Cooper Energy’s website, contact the Board or MD via the website email portal or by telephone, attend the AGM and keep up to date with media articles on the Company. A copy of the Shareholder Communication Policy is available in the corporate governance section of the Company’s website. 6.2 Companies should provide the information indicated in the Guide to reporting on Principle 6. Comply 7. Recognise and manage risk 7.1 Companies should establish policies for the oversight and management of material business risks and Comply disclose a summary of those policies. Cooper Energy’s Board functions well and has undertaken its responsibilities with due care, focus and diligence and continues to apply high standards of corporate and financial governance to the Company. To ensure that directors are fully informed and have the opportunity to dissect, understand and challenge operational and administration activities, risk and financial management and corporate governance are items on every Board meeting agenda. Working with the Managing Director and the Executive Director, the Board also ensures that the Company’s planning and approval processes, the application of strategy and the management of the risks inherent to the oil and gas industry are addressed appropriately in the Company’s day-to-day work activities. The Board and senior executives are responsible for overseeing the implementation of the Company’s Risk Management Policy. 7.2 The Board should require 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 should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. Comply The Company’s approach to risk management is based on the identification, assessment, monitoring and management of material risks that the Board and management believe that the Company may encounter. Once the risks have been identified, the risks are then quantified in terms of their severity, the probability of occurring and the potential impact or damage they may have if they do occur. The analysis is undertaken using a Frequency Probability Matrix, which is a well accepted oil industry risk management technique. Once the risks have been identified the Company can then decide on whether to avoid, manage, insure or transfer these risks. The executive management team is responsible for implementation of the Board approved risk management strategy and developing and enhancing the Company’s policies, processes and procedures. In general there are a large number of risks inherent in the oil and gas industry and they can broadly be classed under the following categories: • Technical • Economic • Commercial • Operational • Political 7.3 The Board should disclose whether it has received assurance from the Managing Director (or equivalent) Comply and the Chief Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. The Board receives regular reports about the financial condition and operational results of Cooper Energy and its controlled entities. The MD and Chief Financial Officer provide a formal statement to the Board confirming that the Company’s annual financial reports present a true and fair view, in all material respects, and the group’s financial condition and operational results have been prepared in accordance with the Corporations Act and relevant accounting standards. The statement also confirms that the integrity of the Company’s financial statements and notes to the financial statements, is founded on a sound system of risk management and internal compliance and control which implements the policies approved by the Board, and that the Company’s risk management and internal compliance and control systems, to the extent they relate to financial reporting, are operating efficiently and effectively in all material respects. 49 Corporate Governance Statement For the year ended 30 June 2013 7.4 Companies should provide the information indicated in the Guide to reporting on Principle 7. Comply 8. Remunerate fairly and responsibly 8.1 The Board should establish a remuneration committee. Comply The Remuneration and Nomination Committee reviews remuneration policies and practices, approves the reward levels for the executive management group, approves merit recognition arrangements, such as cash bonuses and the issue of staff options/performance rights, and makes recommendations to the Board on the remuneration of the directors, including the Managing Director. When appropriate, the Committee consults independent remuneration consultants to ensure that Cooper Energy’s remuneration practices are consistent with market practice. The Committee also assists in the appointment of non-executive directors to the Board. The directors and Managing Director and Executive Director may attend Committee meetings by invitation. Refer to 2.4 above for further information on the Remuneration and Nomination Committee. 8.2 The remuneration committee should be structured so that it: Comply since 17 April 2013 • consists of a majority of independent directors; • is chaired by an independent chair; and • has at least three members. The present membership of the Committee is: • Mr J.W. Schneider (Chairman) • Mr L.J. Shervington • Mr J.C. Conde These directors are independent and non-executive members of the Board. The Committee met once during the financial year. The Managing Director and Executive Director may attend Committee meetings by invitation. Since 17 April 2013, the Company has had three members as recommended. Refer to 2.4 above for further information on the Remuneration and Nomination Committee. 8.3 Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of Comply executive directors and senior executives. The total of directors’ fees available to directors is fixed by the shareholders in General Meeting. Payments in the current year were within the limit of $450,000. The Remuneration and Nomination Committee determines the scale of fees for individual directors, taking account of the responsibilities inherent in the stewardship of Cooper Energy and the demands made of directors in the discharge of their responsibilities. The Committee may take independent external advice to ensure remuneration accords with market practice via peer review. The Remuneration and Nomination Committee links the nature and amount of directors’ and officers’ emoluments to the consolidated entity’s financial and operational performance. Remuneration of the Managing Director and Executive Director is determined in accordance with Cooper Energy’s executive compensation program, which is administered by the Remuneration and Nomination Committee. There is no scheme for retirement benefits, other than statutory superannuation to directors. Details of Cooper Energy’s remuneration practice relating to directors’ fees and other entitlements paid to non-executive directors, directors, key management personnel and senior employees are set out in full in the Directors’ Statutory Report on pages 28 to 38. 8.4 Companies should provide the information indicated in the Guide to reporting on Principle 8. Comply Directors are prohibited from entering into transactions which limit the risk of participating in unvested entitlements under any equity based remuneration scheme. 50 Financial Statements For the year ended 30 June 2013 51 Consolidated Statement of Comprehensive Income For the year ended 30 June 2013 Continuing Operations Revenue from oil sales Cost of sales Gross profit Other revenue Exploration and evaluation expenditure written off Administration and other expenses Profit/(Loss) before tax Taxes Income tax expense Petroleum Resource Rent Tax Total tax (expense)/credit Consolidated 2013 $000 2012 $000 Notes 4 4 4 4 5 5 5 53,397 (23,541) 29,856 2,343 (1,493) (12,403) 18,303 (5,569) (11,019) (16,588) 59,606 (27,684) 31,922 4,667 (1,732) (13,851) 21,006 (6,978) 12,233 5,255 Net profit after tax from continuing operations 1,715 26,261 Discontinued operations Impairment of exploration assets held for sale after income tax Total profit for the period attributable to members Other comprehensive income/(expenditure) Items that may be reclassified subsequently to profit or loss Fair value movements on available for sale investments Income tax effect Other comprehensive expenditure for the period net of tax 11 (397) 1,318 (17,880) 8,381 (2,377) (1,995) - - (2,377) (1,995) Total comprehensive (loss)/income for the period attributable to members (1,059) 6,386 Basic earnings/(loss) per share from continuing operations Diluted earnings/(loss) per share from continuing operations Basic earnings/(loss) per share Diluted earnings/(loss) per share The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes. cents cents 6 6 0.5 0.5 0.4 0.4 8.9 8.9 2.8 2.8 52 Consolidated Statement of Financial Position As at 30 June 2013 Assets Current Assets Cash and cash equivalents Trade and other receivables Materials Prepayments Exploration assets classified as held for sale Total Current Assets Non-Current Assets Available for sale financial assets Term deposits at banks Oil properties Exploration and evaluation Deferred tax asset Total Non-Current Assets Total Assets Liabilities Current Liabilities Trade and other payables Income tax payable Exploration liabilities classified as held for sale Total Current Liabilities Non-Current Liabilities Deferred tax liabilities Provisions Total Non-Current Liabilities Total Liabilities Net Assets Equity Contributed equity Reserves Retained profits Total Equity The above Statement of Financial Position should be read in conjunction with the accompanying notes Consolidated 2013 $000 2012 $000 Notes 7 8 9 10 11 12 7 13 14 5 43,154 19,457 204 757 63,572 23,809 87,381 20,182 4,766 18,880 30,846 - 74,674 59,010 11,973 189 197 71,369 33 71,402 13,203 2,451 19,188 42,546 12,233 89,621 162,055 161,023 15 11,845 11 5 16 18 18 18 - 11,845 573 12,418 9,102 3,325 12,427 12,332 3,706 16,038 - 16,038 4,150 3,890 8,040 24,845 24,078 137,210 136,945 114,570 113,877 (1,138) 23,778 137,210 608 22,460 136,945 53 Consolidated Statement of Changes in Equity For the year ended 30 June 2013 Balance at 1 July 2012 Profit for the period Other comprehensive income/(expenditure) Total comprehensive income for the period Transactions with owners in their capacity as owners: Share based payments Transferred to Issued Capital Shares issued Balance at 30 June 2013 Balance at 1 July 2011 Profit for the period Other comprehensive income/(expenditure) Total comprehensive income for the period Transactions with owners in their capacity as owners: Share based payments Shares issued Balance at 30 June 2012 Issued Capital Reserves $’000 $’000 113,877 - - - - 106 587 608 - (2,377) (2,377) 737 (106) - Retained Earnings $’000 22,460 1,318 - 1,318 Total Equity $’000 136,945 1,318 (2,377) (1,059) - - 737 - 587 114,570 (1,138) 23,778 137,210 98,657 - - - - 15,220 113,877 2,127 - (1,995) (1,995) 476 - 608 14,079 8,381 - 8,381 - - 22,460 114,863 8,381 (1,995) 6,386 476 15,220 136,945 The above Statement of Financial Position should be read in conjunction with the accompanying notes 54 Consolidated Statement of Cash Flows For the year ended 30 June 2013 Cash Flows from Operating Activities Receipts from customers Payments to suppliers and employees Income tax paid Interest received – other entities Net cash from operating activities Cash Flows from Investing Activities Transfers of/(Placements on) term deposits Payment for available for sale financial assets Receipts from sale of financial assets Payments for exploration and evaluation Investments in oil properties Cash outflow associated with the acquisition of controlled entities Net cash flows (used) in investing activities Cash Flows from Financing Activities Payment for shares Net cash flow from financing activities Net (decrease)/increase in cash held Net foreign exchange differences Cash and Cash Equivalents At 1 July Cash and Cash Equivalents At 30 June The above Statement of Financial Position should be read in conjunction with the accompanying notes Consolidated 2013 $000 2012 $000 Notes 45,197 (31,491) (3,413) 2,161 12,454 (2,315) (10,172) 1,161 (10,978) (6,201) - (28,505) (85) (85) (16,136) 280 59,010 43,154 7 12 17 7 58,079 (19,625) (4,168) 4,798 39,084 15,552 (15,198) - (18,489) (11,175) (2,531) (31,841) - - 7,243 (124) 51,891 59,010 55 Notes to the Financial Statement For the year ended 30 June 2013 1. Corporate Information The consolidated financial report of Cooper Energy Limited (the parent entity) for the year ended 30 June 2013 was authorised for issue in accordance with a resolution of the Directors on 28 August 2013. Cooper Energy Limited is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Group are described in note 6 of the Directors Report. 2. Summary of Significant Accounting Policies a) Basis of preparation The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis, except for available for sale financial assets which have been measured at fair value. Cooper Energy Limited is a for profit company. The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Group under ASIC Class Order 98/0100. The Group is an entity to which the class order applies. Significant event and transaction In June 2013, Cooper Basin participants including the Company were granted a combination certificate for Petroleum Resource Rent Tax (PRRT). As it relates to the Company, this combination certificate permits the transfer of allowable expenditure between the Company’s Cooper Basin projects essentially deeming PEL 92 and PEL 93 to be a single project for PPRT purposes. In addition the Company has adopted the look-back approach in determining the PRRT starting base for the combined Cooper Basin project. Consequently the Company has updated its modelling and accounting estimates relating to PRRT as summarised in note 2 ab) Changes in accounting estimates. On 4 June 2013 Cooper Energy announced that it will commence a process for the divestment of its extensive Tunisian oil and gas acreage interests after the completion of the Hammamet West-3 well. The decision is consistent with the strategy adopted by Cooper Energy in late 2011 to concentrate progressively on Australia and assets consistent with the company’s core strength. Consistent with the AASB standards the Tunisia assets are now classified as exploration assets classified as held for sale. b) Statement of compliance (i) Changes in accounting policy and disclosures. The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Accounting policies adopted are consistent with those of the previous financial year except as follows: The Group has adopted the following new and amended Australian Accounting Standard and AASB Interpretations as of 1 July 2012: AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Other Comprehensive Income Adoption of this standard interpretation is described below: AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Other Comprehensive Income This standard requires entities to group items presented in other comprehensive income on the basis of whether they might be reclassified subsequently to profit or loss and those that will not. The adoption of this standard has resulted in changes to the presentation of its financial statements and has no other impact. 56 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued b) Statement of compliance continued (ii) Accounting standards and interpretations issued but not yet effective. The accounting standards and interpretations that have recently been issued or amended but are not yet effective and have not been adopted by the Group and for which the Group has elected not to early adopt for the annual reporting period ending 30 June 2013, are outlined below: AASB 10 Summary Consolidated Financial Statement AASB 10 establishes a new control model that applies to all entities. It replaces parts of AASB 127 Consolidated and Separate Financial Statements dealing with the accounting for consolidated financial statement and UIG-112 Consolidation – Special Purpose Entities. The new control model broadens the situations when an entity is considered to be controlled by another entity and includes new guidance for applying the model to specific situations, including when acting as a manager may give control, the impact of potential voting rights and when holding less than a majority voting rights may give control. Consequential amendments were also made to this and other standards via AASB 2011-7, and AASB 2012-10. Application Date of the Standard 1 January 2013 Application date for Group 1 July 2013 Impact on Group financial report The Group’s current recognition of control does not change with the adoption of this accounting standard. There will be no further requirement to recognise or de-recognise additional controlled entities. AASB 11 Joint Arrangements AASB 11 replaces AASB 131 Interests in Joint Ventures and UIG-113 Jointly-controlled Entities – Non-monetary Contributions by Ventures. AASB 11 uses the principle of control in AASB 10 to define joint control and therefore the determination of whether joint control exists may change. In addition it removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves is accounted for by recognising the share of those assets and obligations. Joint ventures that give the venturers a right to the net assets is accounted for using the equity method. Consequential amendments were also made to this and other standards via AASB 2011-7, AASB 2010-10 and amendments to AASB 128. Application Date of the Standard 1 January 2013 Application Date for Group 1 July 2013 Impact on Group Financial report The Group has several joint arrangements currently in place. The joint arrangements are considered to be joint operations under the new standard. As such the group will recognise its’ interest in the joint venture for assets, liabilities, revenues from sale of output and expenses incurred. There will be no impact from the application of this standard as the treatment is consistent with the Group’s current practice. AASB 12 Summary Disclosure of Interests in Other entities AASB 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. New disclosures have been introduced about the judgments made by management to determine whether control exists, and to require summarised information about joint arrangements, associates, structured entities and subsidiaries with non-controlling interests. Application Date of the Standard 1 January 2013 Application Date for Group 1 July 2013 Impact on Group Financial report The Group will be required to provide more extensive and detailed disclosures in relation to its subsidiaries and joint arrangements. These disclosures will enable users of the Groups consolidated financial statements to further evaluate any restrictions on the ability of the group to use assets, the nature and change of any risks. These disclosures will not have a financial impact upon the financial statements. 57 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued b) Statement of compliance continued AASB 13 Summary Fair Value Measurement AASB 13 establishes a single source of guidance for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value when fair value is required or permitted. Application of this definition may result in different fair values being determined for the relevant assets. AASB 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on the fair value determined. Consequential amendments were also made to other standards via AASB 2011-8. Application Date of the Standard 1 January 2013 Application Date for Group 1 July 2013 Impact on Group Financial report The Group currently utilised fair value measures which are dependent upon the relevant asset. The Group considers that there will be no change to the fair values however the Group will be required to increase its disclosure around the assumptions made and the qualitative information used in generation of the fair value. AASB 119 Summary Employee Benefits The revised standard changes the definition of short-term employee benefits. The distinction between short-term and other long-term employee benefits is now based on whether the benefits are expected to be settled wholly within 12 months after the reporting date. Consequential amendments were also made to other standards via AASB 2011-10. Application Date of the Standard 1 January 2013 Application Date for Group 1 July 2013 Impact on Group Financial report The current distinction in the Group financial statements would not have changed had this standard been adopted and it is unlikely that there will be any significant change in the 2014 financial year end accounts. AASB 2012-5 Summary Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle AASB 2012-5 makes amendments resulting from the 2009-2011 Annual Improvements Cycle. The standard addresses a range of improvements, including the following: Repeat application of AASB 1 is permitted (AASB 1) Clarification of the comparative information requirements when an entity provides a third balance sheet (AASB 101 Presentation of Financial Statements). Application Date of the Standard 1 January 2013 Application Date for Group 1 July 2013 Impact on Group Financial report The impact of adoption in the financial report will be limited to disclosure and presentation. 58 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued b) Statement of compliance continued AASB 2011-4 Summary Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (AASB 124) This amendment deletes from AASB 124 individual key management personnel disclosure requirements for disclosing entities that are not companies. It also removes the individual KMP disclosure requirements for all disclosing entities in relation to equity holdings, loans and other related party transactions. Application Date of the Standard 1 January 2013 Application Date for Group 1 July 2013 Impact on Group Financial report The Group will no longer be required to disclose the equity holdings, loans and other related party transactions. As a company, the Group will still need to disclose the key management personnel. AASB 1053 Summary Application of Tiers of Australian Accounting Standards This standard establishes a differential financial reporting framework consisting of two tiers of reporting requirements for preparing general purpose financial statements: (a) Tier 1: Australian Accounting Standards (b) Tier 2: Australian Accounting Standards – Reduced Disclosure Requirements Tier 2 comprises the recognition, measurement and presentation requirements of Tier 1 and substantially reduced disclosures corresponding to those requirements. The following entities apply Tier 1 requirements in preparing general purpose financial statements: (a) For-profit entities in the private sector that have public accountability (as defined in this standard) (b) The Australian Government and State, Territory and Local governments The following entities apply either Tier 2 or Tier 1 requirements in preparing general purpose financial statements: (a) For-profit private sector entities that do not have public accountability (b) All not-for-profit private sector entities (c) Public sector entities other than the Australian Government and State, Territory and Local governments. Consequential amendments to other standards to implement the regime wither introduced by AASB 2010-2, 2011-2, 2011-6, 2011-11, 2012-1, 2012-7 and 2012-11. Application Date of the Standard 1 July 2013 Application Date for Group 1 July 2013 Impact on Group Financial report The Group will be considered to be a Tier 1 company and will be required to apply the Tier 1 requirements in preparing the general purpose financial statements. This standard has no impact upon the current requirements of the Group. 59 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued b) Statement of compliance continued AASB 9 Summary Financial Instruments AASB 9 includes requirements for the classification and measurement of financial assets. It was further amended by AASB 2010-7 to reflect amendments to the accounting for financial liabilities. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are described below. (a) Financial Assets that are debt instruments will be classified based on (1) the objective of the entity’s business model for managing the financial assets; (2) the characteristics of the contractual cash flows. (b) Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. (c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. (d) Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows: • The change attributable to changes in credit risk are presented in other comprehensive income (OCI) • The remaining change is presented in profit or loss If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. Further amendments were made by AASB 2012-6 which amends the mandatory effective date to annual reporting periods beginning on or after 1 January 2015. AASB 2012-6 also modifies the relief from restating prior periods by amending AASB 7 to require additional disclosures on transition to AASB 9 in some circumstances. Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB 2009-11 and superseded by AASB 2010-7 and 2010-10. Application Date of the Standard 1 January 2015 Application Date for Group 1 July 2015 Impact on Group Financial report The Group does not consider there to be any impact of the adoption of this standard however this will be continued to be monitored in 2014 financial year. c) Basis of consolidation The consolidated financial statements are those of the consolidated entity, comprising Cooper Energy Limited (“the parent entity”) and its subsidiaries (“the Group”). The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. All inter-company balances and transactions, income and expenses and profit and losses arising from intra-group transactions, have been eliminated in full. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. d) Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirers previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability will be recognised in accordance with AASB 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of AASB 139, it is measured in accordance with the appropriate AASB. 60 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued d) Business combinations continued Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units. Where goodwill forms part of the cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. e) Jointly controlled assets The Group has an interest in joint ventures that are jointly controlled assets. A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. A jointly controlled asset involves use of assets and other resources of the venturers rather than establishment of a separate entity. The Group’s interest in joint ventures which are unincorporated joint venture assets are accounted for by recognising its proportionate share in assets that it controls and liabilities that it incurs from joint ventures. In addition, expenses incurred by the Group and sale of the Group’s entitlement to production are recognised in the Group’s financial statements on a pro rata basis to the Group’s interest. f) Foreign currency The functional and presentation currency of the Company is Australian Dollars. Translation of foreign currency transactions Transactions in foreign currencies are initially recorded in the functional currency of the transacting entity at the exchange rates ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the rates of exchange ruling at that date. Exchange differences in the consolidated financial statements are taken to the income statement. Translation of the financial result of foreign operations There is one entity within the Group that has a Euros functional currency. The assets and liabilities of this entity are translated into the presentation currency of the Group at the rate of exchange ruling at the respective reporting date. The income statements are translated at the average exchange rates for the reporting period, or at the exchange rates ruling at the date of transactions. Exchange differences arising on translation are taken to the foreign currency translation reserve in equity. g) Investments Investments are classified as available-for-sale and are initially recognised at fair value plus any directly attributable transaction costs. The classification depends on the purpose for which the investments were acquired. Designation will be re-evaluated at each financial year-end. After initial recognition, investments are remeasured to fair value. Changes in the fair value of available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative change in fair value previously reported in equity is included in earnings. For investments that are actively traded in organised financial markets, fair value is determined by reference to stock exchange quoted market bid prices at the close of business on the Consolidated Statement of Financial Position date. Where investments are not actively traded, fair value is established by using other market accepted valuation techniques. h) Revenue and cost recognition Revenue is recognised and measured at fair value of consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Revenues and costs from production sharing contracts Revenue earned and production costs incurred from a production sharing contract are recognised when title to the product passes to the customer and is based upon the Group’s share of sales and costs relating to oil production that are allocated to the Group under the contract. Interest revenue Interest revenue is recognised as interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset. 61 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued i) Depreciation and amortisation Oil properties and other plant and equipment, other than freehold land, are depreciated to their residual values at rates based on the expected useful lives of the assets concerned. Oil properties are amortised on the Units of Production basis using the best estimate of proved and probable (2P) reserves. No amortisation is charged on areas under development where production has not commenced. Depreciation on property plant and equipment is calculated at between 7.5% and 37.5% per annum using the diminishing value method over their estimated useful lives. j) Employee benefits Provision is made for employee benefits accumulated as a result of employees rendering services up to the end of the reporting period. These benefits included wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave. Liabilities are to be settled within twelve months of the reporting date are recognised in respect of employees’ services up to the reporting date and are measured at the amount expected to be paid when the liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable. The general provisions for long service leave is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms of maturity and currencies that match, as closely as possible, the estimated future cash outflows. Employees’ accumulated long services leave is ascribed to individual employees at the rates payable as and when they become entitled to long service leave. A provision for bonus is recognised and measured based upon the current wage and salary level and forms part of the employee short term incentive plan. The basis for the bonus is set out in section 5 of the directors’ report. k) Share based payments The Group provides benefits to employees and Directors of the Group in the form of share-based payment transactions, whereby employees render services in exchange for rights over shares (“equity-settled transactions”). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted and are recorded as an expense, with a corresponding increase in reserves, on a straight-line basis over the vesting period of the related instrument. The fair value is determined using a binomial model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradable nature of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The fair value of the options granted excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects: 1. the extent to which the vesting period has expired; and 2. the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Consolidated Statement of Comprehensive Income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employees as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding rights is reflected as additional share dilution in the computation of diluted earnings per share. l) Leases The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangements conveys a right to use the asset. Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in profit or loss. 62 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued l) Leases continued Capitalised lease assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease payments are recognised as an expense in the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term. m) Management fees Revenue is recognised when the Group’s right to receive payment is established or services are rendered. n) Income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the Consolidated Statement of Financial Position date. Deferred income tax is provided on all temporary differences at the Consolidated Statement of Financial Position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: • when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss: or • when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss: or • when the deductible temporary difference is associated with investments in subsidiaries, associates or interest in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be accessible against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each Consolidated Statement of Financial Position date and reduced to the extent that it’s no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are assessed at each Consolidated Statement of Financial Position date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that were expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the Consolidated Statement of Financial Position date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exits to offset current tax assets against current tax liabilities and the deferred tax asset and liabilities relate to the same taxable entity and the same taxation authority. o) Other taxes Goods and Services Taxes (“GST”) Revenues, expenses and assets are recognised net of the amount of Goods and Services Taxes (“GST”) except:- • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Consolidated Statement of Financial Position. Cash flows are included in the Cash Flow Statement on a net basis and the net GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Petroleum Resource Rent Tax (PRRT) For PRRT purposes, the impact of future augmentation on expenditure is included in the determination of future taxable profits when assessing the extent to which a deferred tax asset can be recognised in the statement of financial position. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 63 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued p) Exploration and evaluation expenditure Exploration and evaluation expenditure is accounted for in accordance with the area of interest method and is capitalised to the extent that: i. the rights to tenure of the areas of interest are current and the Group controls the area of interest in which the expenditure has been incurred; and ii. such costs are expected to be recouped through successful development and exploration of the area of interest, or alternatively by its sale; or iii. exploration and evaluation activities in the area of interest have not at the reporting date: a. reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves; and b. active and significant operations in, or in relation to, the area of interest are continuing. An area of interest refers to an individual geological area where the potential presence of an oil or a natural gas field is considered favourable or has been proven to exist, and in most cases will comprise an individual prospective oil or gas field. Exploration and evaluation expenditure which does not satisfy these criteria is written off. Specifically, costs carried forward in respect of an area of interest that is abandoned or costs relating directly to the drilling of a dry well that is plugged and abandoned are written off in the year in which the decision to abandon is made. If exploratory wells encounter shows of oil and gas, the well costs remain capitalised on the Consolidated Statement of Financial Position as long as sufficient progress in assessing the reserves and the economic and operating viability of the project is being made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where a discovered oil or gas field enters the development phase the accumulated exploration and evaluation expenditure is transferred to oil properties. q) Oil properties Oil properties are carried at cost including construction, installation of infrastructure such as roads and the cost of development of wells. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the financial period in which they are incurred. r) Provision for restoration The Group records the present value of its share of the estimated cost to restore operating locations. The nature of restoration activities includes the obligations relating to the reclamation, waste site closure, plant closure, production facility removal and other costs associated with the restoration of the site. A restoration provision is recognised after the construction of the facility and then reviewed on an annual basis. When the liability is recorded the carrying amount of the production assets is increased by the asset retirement costs and depreciated over the producing life of the asset. Over time, the liability is increased for the change in the present value based on a risk adjusted pre-tax discount rate appropriate to the risks inherent in the liability. The unwinding of the discount is recorded as an accretion charge within finance costs. Any changes in the estimate of the provision for restoration arising from the annual renewal is recorded by adjusting the carrying amount of the production asset and then depreciated over the producing life of the asset. The liability is correspondingly adjusted for the change in the present value on the risk adjusted pre-tax discount rate with the unwinding of the adjusted discount recorded as an accretion change within finance costs. These estimated costs, whilst based on anticipated technological and legal requirements, assume no significant changes will occur in relevant State and Federal legislation. s) Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the financial period in which they are incurred. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each Consolidated Statement of Financial Position date. The carrying values of property, plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The recoverable amount of property, plant and equipment is the higher of fair value less cost to sell and value in use. For an asset that does not generate largely independent cash flows, recoverable amount is determined for the cash generating unit to which the asset belongs, unless the asset’s value in use can be estimated to be close to its fair value. An asset’s or cash generating unit’s carrying amount is written down immediately to its recoverable amount if the asset’s or cash generating unit’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the statement of comprehensive income. An item of property, plant and equipment is de-recognised upon disposal or when no further future economic benefits are expected from its use. Any gains or losses arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) is included in the statement of comprehensive income in the period the asset is de-recognised. 64 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued t) Impairment of non-current assets Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the asset. u) Cash and cash equivalents Cash and short term deposits in the Consolidated Statement of Financial Position comprise cash at bank and short term deposits with an original maturity of three months or less. For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within 90 days from date of investment, net of outstanding bank overdrafts. v) Trade and other receivables Trade receivables, which generally have 30 to 90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Financial difficulties of the debtor, default payments or debts more than 90 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount, compared to the present value of estimated future cash flows, discounted at the original effective interest rate. Bad debts are written off when identified. w) Trade and other payables Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. x) Provisions General Provisions are recognised when the Group has a legal or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Restructuring Provisions Restructuring provisions are recognised only when general recognition criteria for provisions are fulfilled. Additionally, the Group follows a detailed formal plan about the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs and appropriate timeline. The employees affected have a valid expectation that the restructuring is being carried out or the implementation has been initiated already. y) Contributed equity Issued and paid up capital is recognised as the fair value of the consideration received by the Group. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. z) Earnings per share Basic earnings per share are calculated as net profit attributable to members divided by the weighted average number of ordinary shares. Diluted earnings per share is calculated as net profit attributable to members adjusted for the after tax effect of dilutive potential ordinary shares that have been recognised as expenses during the period divided by the weighted average number of ordinary shares and dilutive potential ordinary shares. aa) Judgements in applying accounting policies and key sources of estimation uncertainty (i) Significant accounting judgements In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements: Determination of recoverable hydrocarbons Estimates of recoverable hydrocarbons impact the asset impairment assessment, depreciation and amortisation rates and decommissioning and restoration provisions. Estimates of recoverable hydrocarbons are evaluated and reported by Competent Persons in accordance with the Company’s Hydrocarbon Guidelines (www.cooperenergy.com.au/policies). A technical understanding of the geological and engineering processes enables the recoverable hydrocarbon estimates to be determined by using forecasts of production, commodity prices, production costs, exchange rates, tax rates and discount rates. Recoverable hydrocarbon estimates may change from time to time if any of the forecast assumptions are revised. 65 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued aa) Judgements in applying accounting policies and key sources of estimation uncertainty continued Taxation The Group’s accounting policy for taxation requires management’s judgment in relation to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgement is also made in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the Consolidated Statement of Financial Position. Deferred tax assets, including those arising from un-recouped tax losses, capital losses, and temporary differences arising from the Petroleum Resource Rent Tax (Imposition – General) Act 2011, are recognised only where it is considered more likely than not they will be recovered, which is dependent on the generation of sufficient future taxable profits. Judgements are also required about the application of income tax legislation. These judgments and assumptions are subject to risk and uncertainty, hence there is a possibility changes in circumstances will alter expectation, which may impact the amount of deferred tax assets and deferred tax liabilities recognised on the Consolidated Statement of Financial Position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the Consolidated Statement of Comprehensive Income. Operating lease commitments The Group has entered into a commercial property lease. The Group has determined that is does not retain any of the significant risks and rewards of ownership of this property and has thus classified the lease as an operating lease. (ii) Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Recoverability of trade and other receivables The future recoverability of part of trade receivables from the sale of hydrocarbons is dependent on the average spot price for oil and the currency exchange rate for the Australian dollar to the United States Dollar at the date of export from Australia. Factors that could impact on the future recoverability of the trade receivables are the movement in the daily spot Australian dollar to the United States Dollar and the spot price for crude oil which are both publically quoted prices. Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors which could impact the future recoverability include the level of oil reserves, future technological changes which could impact the cost of extraction, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made. In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable oil reserves. To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made. Impairment of oil properties The future recoverability of capitalised oil property expenditure is dependent on a number of factors, including the level of oil reserves and future technological changes which could impact the cost of extraction, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised oil property expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made. Provisions for decommissioning and restoration costs Decommissioning and restoration costs are a normal consequence of oil extraction and the majority of this expenditure is incurred at the end of a well’s life. In determining an appropriate level of provision consideration is given to the expected future costs to be incurred, the timing of these expected future costs (largely dependent on the life of the well), and the estimated future level of inflation. The ultimate cost of decommissioning and restoration is uncertain and costs can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other wells. The expected timing of expenditure can also change, for example in response to changes in oil reserves or to production rates. Changes to any of the estimates could result in significant changes to the level of provisioning required, which would in turn impact future financial results. 66 Notes to the Financial Statement For the year ended 30 June 2013 2. Summary of Significant Accounting Policies continued aa) Judgements in applying accounting policies and key sources of estimation uncertainty continued Share-based payments transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a binominal model and applying the calculation criteria detailed in note 2 (k). ab) Changes in accounting estimates Change in denominator for amortisation of oil properties The accounting estimate for amortisation of oil properties has been changed from 1 July 2012 to use proven and probable (2P) reserves as the denominator for amortisation purposes under the Units of Production Methodology. The Group has used the estimate of proved developed producing (PDP) reserves in prior years. During the year the Board and management of Cooper decided to change the reserves base for amortising oil properties from proved developed reserves to proved and probable (2P) reserves to reflect management’s expected pattern of consumption of future economic benefits embodied in the asset and also to better align Cooper’s accounting policy to that adopted by its peers. The impact of the change for the year ended 30 June 2013 is to reduce the amortisation charge and increase the profit after tax by $10.0m and $7.0m respectively. In addition, the carrying value of oil properties at 30 June 2013 is $10.0m higher than it would have been had the change not been made. Change in oil delivered but not invoiced The Company’s estimate for oil delivered but not invoiced was updated to reflect additional information received during the year including shrinkage and on-site use during the year of 19,874bbls resulting in a decrease in receivables and accrued sales revenue of $2.1m (net of transport costs). Change in application of exploration and development expenditure policies Previously, management determined PEL 92 to be one Area of Interest (“AOI”) for the purposes of categorising expenditure as either exploration and evaluation or development. As PEL 92 is a producing licence, all costs associated with this licence were treated as development costs associated with oil assets. This meant they were subject to amortisation under AASB 116 and impairment testing under AASB 136. In the current year, management has refined its view of the applicable AOI’s for PEL 92, and in doing so have separated costs associated with the producing parts of the licence, from those where the activities are of on exploration and evaluation nature. This has resulted in approximately $3.3m of costs in the current year being capitalised as exploration and evaluation that would have otherwise been capitalised as development expenditure assets and also an associated reduction in amortisation for the current year of $0.6m. Change in PRRT estimates In June 2013, the Cooper Basin participants including the Company were granted a combination certificate for Petroleum Resource Rent Tax (PRRT). This combination certificate permits the transfer of allowable expenditure between the Company’s Cooper Basin projects essentially deeming PEL 92 and PEL 93 to be a single project for PPRT purposes. In addition, the Company has adopted the look-back method to determine the combined Cooper Basin starting base (previously the market value method was used). As a result the Company has reversed the deferred tax asset $12.2m previously recognised on PEL 92. This is due to the fact that the future expenditure and augmentation on the combined Cooper Basin is sufficient to cover forecast PRRT payable under the PRRT regime without requiring the use of the starting base as a deduction. The deferred tax asset would not have been reversed had the change in estimate not been made. This has resulted in an increase to income tax expense and a decrease to profit after tax of $12.2m for the year. 3. Segment Reporting Identification of reportable segments and types of activities The Group operates throughout the world and prepares reports internally and externally by continental geographical segments. Within each segment, the costs of operations and income are prepared firstly by legal entity and then by joint venture. Revenue and outgoings are allocated by way of their natural expense and income category. These reports are drawn up on a quarterly basis. Resources are allocated between each segment on an as needs basis. Selective reporting is provided to the Board quarterly while the annual and bi –annual results are reported to the Board. The Managing Director is the chief operating decision maker. The following are the current geographical segments: Australian Business Unit Exploration and evaluation for oil and gas, development, production and sale of crude oil in a number of areas in the Cooper Basin located in South Australia. Revenue is all derived from the sale of crude oil to a consortium of buyers made up of Santos Limited and its subsidiaries; Delhi Petroleum Pty Ltd and Origin Energy Resources Limited. Interest income is earned from the placement of funds with various Australian Banks for periods of up to six months. African Business Unit Exploration and evaluation for oil and gas in the Bargou, Nabeul and Hammamet permit area off the coast of Tunisia. No income is derived from these units. The Company has announced its intention to dispose of the equity interests in the Tunisian assets. Asian Business Unit The Asian business unit involved the production and sale of crude oil from the Tangai-Sukananti KSP. It is located on the island of Sumatra Indonesia. Revenue is derived from the sale of crude oil to PT Pertamina EP. European Business Unit The Company has announced its intention to dispose of the equity interest in the MUA 1 and 2 in Poland. 67 Notes to the Financial Statement For the year ended 30 June 2013 3. Segment Reporting continued Other prospective opportunities outside of these geographical segments are also considered from time to time and, if they are secured, will then be attributed to the continental geographical segment where they are located. The current external customers by geographical location of production are the Australian Business Unit with two customers and the Indonesian Business Unit. Accounting Policies and inter-segment transactions The accounting policies used by the Group in reporting segments internally is the same as those contained in note 2 to the accounts and in the prior period. The following table presents revenue and segment results for reportable segments for the years ended 30 June 2013 and 2012. Australian Business Unit $’000 African Business Unit (disc. operation) $’000 Asian Business Unit $’000 European Business Unit (disc. operation) Consolidated $’000 $’000 50,977 2,343 53,320 (232) (4,425) (1,513) (737) (1,493) 18,861 23,630 130,638 68,538 16,336 (23,552) (85) (12,255) - - - - - - - - - 574 23,613 - (2,053) (832) - (832) 2,420 - 2,420 (60) (150) - - - - - - - - - - - (161) (397) 641 7,608 6,136 (1,632) (3,724) - (3,724) - 196 - (197) (397) - (397) 53,397 2,343 55,740 (292) (4,575) (1,513) (7379) (1,493) 18,303 (16,588) 1,715 24,845 162,055 74,674 12,454 (28,505) (85) (17,208) Geographical Segments Year ended 30 June 2013 Revenue Other revenue Total consolidated revenue Depreciation of property Amortisation of: - Development costs - Exploration costs Share based payments Exploration costs written off Segment result Income tax Net Profit Segment liabilities Segment assets Non-Current Assets Cash flow from: - Operating activities - Investing activities - Financing Capital Expenditure 68 Notes to the Financial Statement For the year ended 30 June 2013 3. Segment Reporting continued Geographical Segments Australian Business Unit $’000 African Business Unit (disc. operation) $’000 Asian Business Unit $’000 European Business Unit (disc. operation) Consolidated $’000 $’000 Year ended 30 June 2012 Revenue Other revenue Total consolidated revenue Depreciation of property Amortisation of: - Development costs - Exploration costs Share based payments Exploration costs written off Segment result Income tax Net Profit Segment liabilities Segment assets Non-Current Assets Cash flow from: - Operating activities - Investing activities - Financing Capital Expenditure 58,234  4,667  62,901  (143) (6,414) (2,604) (476) (1,648) 21,684  23,516  136,728  66,878  41,018   (18,067) -  (18,418) -  -  -  -  -  -  -  (84) (84)  196  20,625  20,154  (275) (5,562) -  (5,562) Revenue from external customers by geographical location of production Australia – two separate customers Indonesia Total revenue Revenue from one customer amounted to $50,903,000 (2012:$58,234,000) arising from oil sales. 1,372  -  1,372  (60)  (504) -  -  -  -  -  -  -  -  -  -  -  (966) 204 298  3,262  2,589  (1,319) (3,833) -  (3,833) 68  408  - (340) (4,379) -  (4,379) 2013 $’000 50,977 2,420 53,397 59,606  4,667  64,273  (203) (6,918) (2,604) (476) (1,732) 21,006  5,255  26,261  24,078  161,023  89,621  39,084   (31,841) -  (32,192) 2012 $’000 58,234 1,372  59,606  69 Notes to the Financial Statement For the year ended 30 June 2013 4. Revenues and Expenses Profit before income tax expense includes the following revenues and expenses whose disclosure is relevant in explaining the performance of the entity: Consolidated 2013 $’000 2012 $’000 53,397 53,397 59,606  59,606  1,960 3,687  346 37 778  202  2,343 4,667 (12,357) (13,109) (5,096) (1,513) (4,575) (5,053) (2,604) (6,918) (23,541) (27,684) (292) (203) (11,961) (13,524) (111) (39) (17) (107) (12,403) (13,851) (6,420) (737) (7,157) (6,550) (476) (7,026) (828) (344) Revenues from oil operations Oil sales Total revenue from oil sales Other revenue Interest revenue Other income Joint venture fees Total other revenue Cost of sales Production expenses Royalties Amortisation of exploration costs in areas under production Amortisation of development costs in areas of production Total cost of sales Administration and other expenses Depreciation of property, plant and equipment General administration (includes employee benefits and lease payments) Realised and unrealised foreign currency translation (loss)/gain Finance cost – accretion of rehabilitation cost Total other expenses Employee benefits expense Director and employee benefits Share based payments Lease payments Minimum lease payment – operating lease 70 Notes to the Financial Statement For the year ended 30 June 2013 5. Income Tax The major components of income tax expense are: Consolidated Statement of Comprehensive Income Current income tax Current income tax charge Adjustments in respect of prior year income tax Deferred income tax Origination and reversal of temporary differences Income tax expense Petroleum Resource Rent Tax - deferred tax Total tax credit/(expenses) Numerical reconciliation between tax expense and pre-tax net profit Accounting profit/(loss) before tax from continuing operations Income tax using the domestic corporation tax rate of 30% (2012: 30%) Increase/(decrease) in income tax expense due to: Non-deductible expenditure Utilisation of capital losses Adjustments in respect to current income tax of previous years Non Australian taxation jurisdictional subsidiaries Income tax expense Tax Consolidation Consolidated 2013 $’000 2012 $’000 - 297 297 (5,866) (5,866) (5,569) (11,019) (16,588) 18,303 (5,491) (556) 104 297 77 (78) (8,001) 173  (7,828) 850  850  (6,978) 12,233  5,255  21,006  (6,301) (560) - 173  (290) (677) (5,569) (6,978) The parent entity and its 100% owned Australian resident subsidiaries at the year-end formed a tax consolidated group effective from 1 April 2007. Cooper Energy Limited is the head entity of the tax consolidated group that provides for the allocation of income tax liabilities between each other should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote. Subsequent to 30 June 2013 the Tax Consolidated Group entered into a Tax Sharing Agreement and Tax Funding Agreement. Refer to Note 27 Events after the Reporting Period for further information. Unrecognised temporary differences At 30 June 2013, there are no unrecognised temporary differences associated with the Group’s investments in subsidiaries or joint ventures, as the Group has no liability for additional taxation should unremitted earnings be remitted (2012 $ nil). Franking Tax Credits At 30 June 2013 the parent entity had franking tax credits of $38,963,577 (2012: $36,970,914). The fully franked dividend equivalent is $90,915,013 (2012 $82,954,620). Income Tax Losses (a) Revenue Losses Cooper Energy Limited has recognised a Deferred Tax Asset of $3,530,550 (2012: $nil) for Australian income tax revenue losses of $11,768,501 on the basis that it is probable that the carried forward revenue loss will be utilised against future assessable taxable profits. (b) Capital Losses Cooper Energy Limited has not recognised a Deferred Tax Asset for Australian income tax capital losses of $20,464,313 (2012: $20,810,695) on the basis that it is not probable that the carried forward capital losses be utilised against future assessable capital profits. 71 Notes to the Financial Statement For the year ended 30 June 2013 5. Income Tax continued Income Tax Losses continued Deferred income tax from corporate tax Deferred income tax at the 30 June relates to the following: Deferred tax liabilities Trade and other receivables Oil property Exploration and evaluation Unrealised currency translation gain Deferred tax assets Oil properties Equity raising costs Trade and other payables Provision for employee entitlements Provisions Unrealised currency translation loss Tax losses Carry back losses – adjustment to deferred tax assets recognised Deferred tax income (expense) Deferred tax liability from corporate tax Deferred income tax from petroleum resource rent tax Deferred income tax 30 June relates to the following: Deferred tax liabilities Exploration and evaluation Deferred tax assets Oil properties As represented on the Consolidated Statement of Financial Position, deferred tax asset As represented on the Consolidated Statement of Financial Position, net deferred tax liability 72 Consolidated Statement of Financial Position Consolidated Statement of Comprehensive Income 2013 $’000 2012 $’000 2013 $’000 2012 $’000 (1,526) (166) (7,452) (205) - (4) (357) 5 8 - 3,831 - (5,866) (113) 335  80  - (28) (200) 438  (169) 716  (209) - 850  1,214 - (12,233) 12,233 (11,019) 12,233 3,616 2,264 7,886 197 2,090  2,363  195  - 13,963 4,648  - 19 - 315 996 - 3,831 5,161 (300) -  -  467  134  1,102  10  - 1,713  - 9,102 2,935 - - - - - 1,214 1,214 12,233 12,233 12,233 9,102 4,150 Notes to the Financial Statement For the year ended 30 June 2013 6. Earnings Per Share Basic earnings per share amounts are calculated by dividing net profit/ (loss) for the year attributable to ordinary equity holders of the parent by the weighted average of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential options into ordinary shares. The following reflects the income and share data used in the basic and diluted earnings per share computations: Net profit attributable to ordinary equity holders of the parent from continuing operations Weighted average number of ordinary shares for basic earnings per share Effect of dilution: Consolidated 2013 $’000 1,715 2012 $’000 26,261  2013 Thousands 2012 Thousands 338,056 294,972  Weighted average number of ordinary shares adjusted for the effect of dilution 338,056 294,972  Basic earnings/(loss) per share for the period (cents per share) Diluted earnings/(loss) per share for the period (cents per share) 0.5 0.5 8.9 8.9 There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements. If the performance rights are vested in full, then 8,561,370 shares would be issued over the next three years. 73 Notes to the Financial Statement For the year ended 30 June 2013 7. Cash and Cash Equivalents and Term Deposits Current Assets Cash at bank and in hand Short term deposits at banks (i) Non-Current Assets Term deposits at bank (ii) Consolidated 2013 $’000 6,154 37,000 43,154 2012 $’000 12,010  47,000  59,010  4,766 2,451  (i) Short term deposits at the banks are in Australian Dollars and are for periods of up to 90 days and earn interest at money market interest rates. (ii) The non-current term deposits at bank are in United States Dollars and mature on: 15 May 2014 at a fixed interest rate of 1%; 18 August 2013 at a fixed rate of 0.33%; and 4 November 2013 at a fixed rate of 0.19%. The term deposits have been pledged to the bank to underwrite performance bonds issued by a wholly owned subsidiary. The carrying value of the term deposit approximates its fair value. On 28 June 2013 the Company executed a bilateral facility agreement for bank facilities totalling $40 million with Westpac Banking Corporation. Availability of the facilities is subject to satisfaction of certain conditions precedent. Refer to Note 27 Events after the Reporting Period for further information. Reconciliation of net profit after tax to net cash flows from operating activities Net Profit for the Year Adjustments for: Amortisation of development costs in areas of production Amortisation of exploration costs in areas under production Depreciation of property, plant and equipment Exploration and evaluation written off Profit on sale of investments Share based payments Finance cost – accretion of rehabilitation cost Unrealised foreign currency translation loss (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories (Increase)/decrease in prepayments (Increase)/decrease in deferred tax assets (Decrease)/increase in deferred tax liabilities (Decrease)/increase in trade and other payables (Decrease)/increase in current tax liability (Decrease)/increase in provisions (Decrease)/Increase in held for sale assets Net cash from operating activities 74 1,318 8,381  4,575 1,513 292 1,493 (346) 631 39 111 (7,484) (15) (560) 6,918  2,604  203  19,612  -  88  107  (50) 485  84  (125) 12,233 (12,233) 4,952 (487) (3,706) (565) (1,540) 12,454 364  4,515  3,660  2,476  1,995 39,084  Notes to the Financial Statement For the year ended 30 June 2013 8. Trade and other receivables (current) Trade receivables (i) Related party receivables (ii) Related party receivables – Joint Ventures (iii) Interest receivable (i) Trade receivables are non-interest bearing and are generally on 30-90 days terms. There are no past due or impaired receivables and none that have a history of past default. (ii) All related party receivables are current within agreed terms of trade and do not exceed 180 days. (iii) Related party receivables for joint ventures are for work to be undertaken in the near term and are within contractual arrangements. (iv) Due to the short-term nature of the trade and other receivables, the carrying value approximates fair value. 9. Materials (current) Stores and materials 10. Prepayments (current) Bank facility fee Insurance Consolidated 2013 $’000 17,623 614 1,050 170 2012 $’000 9,278  629  1,696  370  19,457 11,973  204 189  500 257 757 - 197 197 11. Exploration assets held for sale and discontinued operations During the year the Board resolved to dispose of its exploration assets in Tunisia and in the prior year resolved to dispose of its exploration assets in Poland. Management is in the process of obtaining expressions of interest from third parties for the Company’s equity holding in each of these exploration activities. The losses from the exploration assets classified as held for sale are presented on a separate line in the Consolidated Statement of Comprehensive Income. Exploration and evaluation Impairment loss recognised on the re-measurement to fair value Liabilities associated with assets held for sale Net assets directly associated with disposal group (Loss)/Profit for the year from discontinued operations Impairment loss recognised on the re-measurement to fair value (Loss)/Profit for the year from discontinued operations Basis (loss)/earnings per share from discontinued operations (cents per share) Diluted (loss)/earnings per share from discontinued operations (cents per share) 2013 $’000 23,809 - (573) 23,236 (397) - (397) (0.12) (0.12) 2012 $’000 17,913  (17,880) - 33 -  (17,880) (17,880) (6.1) (6.1) 75 Notes to the Financial Statement For the year ended 30 June 2013 12. Available for sale investments (non-current) Shares at fair value A reconciliation of the movement during the year is as follows:- Opening balance Purchases Sale of investment Impairment Movement in available for sale investment reserve Closing balance 13. Oil properties (non-current) Consolidated Year end 30 June 2013 Carrying amount at 1 July 2012 Additions Depreciation Carrying amount at 30 June 2013 As at 30 June 2013 Cost Accumulated depreciation Year end 30 June 2012 Carrying amount at 1 July 2011 Additions Acquisition of Subsidiary Depreciation Carrying amount at 30 June 2012 As at 30 June 2012 Cost Accumulated depreciation 76 2013 $’000 20,182 13,203 10,172 (816) - (2,377) 20,182 Plant and Equipment Transferred Exploration and Evaluation Development $’000 $’000 $’000 2012 $’000 13,203  -  15,198  -  -  (1,995) 13,203  Total $’000 137  1,619 (292) 1,464 1,756 (292) 1,464 235  22  83  (203) 137  323  (186) 137  4,053  749  (1,513) 3,289 4,802 (1,513) 3,289 3,569  3,088  -  (2,604) 4,053  14,998  19,188  3,704 (4,575) 6,072 (6,380) 14,127 18,880 18,702 (4,575) 14,127 14,042  7,874  -  (6,918) 14,998  25,260 (6,380) 18,880 17,846  10,984  83  (9,725) 19,188  12,415  41,046  53,784  (8,362) 4,053  (26,048) (34,596) 14,998  19,188  Notes to the Financial Statement For the year ended 30 June 2013 14. Exploration and evaluation (non-current) Regions of focus Africa Asia Australia European Total exploration and evaluation Reconciliations of the carrying amounts of capitalised exploration at the beginning and end of the financial year are set out below: Carrying amount at 1 July Expenditure Fair value of exploration acquired on the acquisition of Somerton Energy Limited Transferred to oil properties Unsuccessful exploration wells written off (i) Exploration expenditure classified as held for sale Carrying amount at 30 June (i) Exploration write offs relate to exploration wells that were plugged and abandoned as dry holes, during the year. (ii) Recoverability is dependent on the successful development and commercial exploration or sale of the respective areas of interest. 15. Trade and other payables (current) Trade payables (i) Other payables (i) Accruals Related party payables – Joint Ventures (ii) (i) Trade and other payables are non-interest bearing and are normally settled on 30-90 day terms (ii) Related party payables are accrued expenditure incurred on joint ventures. Consolidated 2013 $’000 2012 $’000 - 20,154  4,559 26,287 - 859  21,533  -  30,846 42,546  42,546 14,259 92 (749) (1,493) 21,300  22,983  20,963  (3,088) (1,732) (23,809) (17,880) 30,846 42,546  4,785 358 2,143 7,286 4,559 1,132  2,349  2,852  6,333  5,999  11,845 12,332  77 Notes to the Financial Statement For the year ended 30 June 2013 16. Provisions (non-current) Long service leave provision Redundancy provision Restoration provision Movement in carrying amount of the restoration provision: Carrying amount at 1 July Additional provision Increase through accretion Carrying amount at 30 June Consolidated 2013 $’000 4 - 3,321 3,325 3,240 42 39 3,321 2012 $’000 64  586  3,240  3,890  1,281  1,852  107  3,240  The Restoration Provision is the present value of the Group’s share of the estimated cost to restore operating locations. The nature of restoration activities includes the obligations relating to the reclamation, waste site closure, plant closure, production facility removal and other costs associated with the restoration of the site. 17. Business combinations On 6 June 2012 Cooper Energy Limited (the Company) pursuant to an off market takeover offer dated 7 May 2012 acquired 92.74% of the shares in Somerton Energy Limited (Somerton) and then invoked the Compulsory Acquisition provisions of the Corporations Act 2001 (Cth) to acquire 100% of the share capital in Somerton in July 2012. From the date of acquisition, Somerton contributed $20,093 of revenue and $320,242 of loss before tax to the Group. If the combination had taken place on 1July 2011, the Group’s revenue would have been increased by $491,826 and the net profit before tax from continuing operations would have decreased by $1,998,411. The purpose of the acquisition was to increase the Company’s Australian exploration interests including exploration tenements in the Otway Basin in South Australia and Gippsland Basin in Victoria. The consideration for the acquisition of Somerton comprised the following; 1) One Cooper Share for every 2.8 Somerton Shares (all shares alternative); or 2) One Cooper Share for every 4.73 Somerton Shares plus 9 cents for each Somerton share (shares and cash alternative). Somerton shareholders who did not elect their preferred option received the all shares alternative as consideration. 78 Notes to the Financial Statement For the year ended 30 June 2013 17. Business combinations continued The Company has finalised and recognised the fair values and identifiable assets and liabilities of Somerton Energy Limited as follows; Current assets Cash and cash equivalents Trade and other receivables Prepayments Total current assets Non-current assets Available for sale financial assets Term deposits at bank Property, plant and equipment Exploration and evaluation expenditure Total non-current assets Total Assets Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Deferred tax liability Provisions Total non-current liabilities Total Liabilities Total identifiable net assets at fair value Acquisition-date fair-value of consideration transferred: Shares issued at fair value Cash Consideration The cash outflow on acquisition is as follows: Net Cash acquired with the subsidiary Cash Paid Transaction costs incurred in 2012 financial year attributable to acquisition of Somerton Fair value at acquisition date $’000’s Carrying value $’000’s 7,081  7,081  116  200  116  200  7,397  7,397  325  15  20  21,055  21,415  28,812  2,008  18  2,026  1,215  156  1,371  3,397  25,415  15,719  9,696  25,415  7,081  (9,696) (2,615) 1,005  325  15  20  9,885  10,245  17,642  2,008  18  2,026  1,215  156  1,371  3,397  79 Notes to the Financial Statement For the year ended 30 June 2013 18. Contributed equity and reserves Share capital Ordinary shares Issued and fully paid Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value shares. Accordingly, the Parent does not have authorised capital nor par value in respect of its issued shares Fully paid ordinary shares carry one vote per share and carry the right to dividends Movement in ordinary shares on issue At 1 July 2012 Issuance of shares for Performance Rights Issue of shares for the acquisition of Somerton Energy Ltd At 30 June 2013 Share options Consolidated 2013 $’000 2012 $’000 114,570 113,877  Thousands $’000 327,329 113,877 406 1,365 106 587 329,100 114,570 The Group has a share based payment option scheme under which options to subscribe for the parent entity’s shares have been granted to key management personnel and senior employees (refer note 23). Reserves Consolidation reserve $’000 Share based payment reserve $’000 Option premium reserve $’000 Available for sale investment reserve $’000 (541) 2,643  -  -  -  476  (541) 3,119  - - - - (106) 737 25  -  -  25  - - - -  (1,995) -  (1,995) (2,377) - - Total $’000 2,127  (1,995) 476  608  (2,377) (106) 737 (541) 3,750 25 (4,372) (1,138) Consolidated At 30 June 2011 Other comprehensive income Share-based payments At 30 June 2012 Other comprehensive income Transferred to issued capital Share-based payments At 30 June 2013 Nature and purpose of reserves Consolidation reserve The reserve comprises the premium paid on acquisition of minority shareholdings in a controlled entity. Share based payment reserve This reserve is used to record the value of equity benefits provided to employees and Directors as part of their remuneration. Option premium reserve This reserve is used to accumulate amounts received from the issue of options. The reserve can be used to pay dividends or issue bonus shares. Available for sale investment reserve This reserve is used to capture the mark to market movement in the value of shares held in companies listed on a public exchange. 80 Notes to the Financial Statement For the year ended 30 June 2013 18. Contributed equity and reserves continued Retained earnings Movement in retained earnings were as follows: Balance1July Net profit for the year Balance at 30 June Consolidated 2013 $’000 22,460 1,318 23,778 2012 $’000 14,079  8,381  22,460  19. Financial risk management objectives and policies The Group’s principal financial instruments comprise cash and short term deposits, receivables, available for sale investments and payables. The Group manages its exposure to key financial risks in accordance with its risk management policy with the objective to ensure that the financial risks inherent in oil and gas exploration activities are identified and then managed or kept as low as reasonably practicable. The main financial risks that arise in the normal course of business for the Group’s financial instruments are foreign currency risk, commodity price risk, share price risk, credit risk, liquidity risk and interest rate risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring exposure to foreign exchange risk and assessments of market forecast for interest rates, foreign exchange and commodity prices. Liquidity risk is monitored through the development of future rolling cash flow forecasts. It is, and has been, throughout the period under review, the Board’s policy that no speculative trading in financial instruments be undertaken. The primary responsibility for the identification and control of financial risks rests with the Managing Director and the Chief Financial Officer, under the authority of the Board. The Board is apprised of these and other risks at Board meetings and agrees any policies that may be taken to manage any of the risks identified below. Details of the significant accounting policies and methods adopted, including criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised , in respect of each financial instrument are disclosed in Note 2 to the financial statements. Set out below is a comparison by category of carrying amounts and fair values of all of the Group’s financial instruments recognised in the financial statements. Consolidated Financial assets Cash and cash equivalents Term deposits Available for sale investments Trade and other receivables Financial liabilities Trade and other payables Carrying amount Fair value 2013 $’000 2012 $’000 2013 $’000 2012 $’000 43,154 4,766 20,182 19,457 59,010 2,451 13,203 11,973 43,154 4,766 20,182 19,457 59,010 2,451 13,203 11,973 11,845 12,332 11,845 12,332 The financial assets and liabilities of the Group are recognised in the consolidated statement of financial position in accordance with the accounting policies set out in note 2. The valuation technique for determining and disclosing the fair value of the available for sale investments is the quoted prices on a prescribed equity stock exchange and hence is a level 1 fair value hierarchy. The following summarises the significant methods and assumptions used in estimating the value of financial instruments: Trade and other receivables The carrying value is a reasonable approximation of their values due to the short-term nature of trade receivables. 81 Notes to the Financial Statement For the year ended 30 June 2013 19. Financial risk management objectives and policies continued Risk Exposure and Response. Foreign currency risk The Group has transactional currency exposure arising from all its sales which are denominated in United States dollars, whilst almost all its costs are denominated in the Group’s functional currency of Australian dollars. In addition the Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, to the United States Dollars, Euro’s and Polish Zloty’s. Transaction exposures, where possible, are netted off across the Group to reduce volatility and provide a natural hedge. The Group may from time to time have cash denominated in United States Dollars, Euro’s and Polish Zloty’s. Currently the Group has no foreign exchange hedge programmes in place. The Chief Financial Officer manages the purchase of foreign currency to meet expenditure requirements, which cannot be netted off against US Dollar receivables. The financial instruments which are denominated in US Dollars are as follows:- Financial assets Cash Term deposits at bank Consolidated 2013 $’000 3,637 4,286 2012 $’000 317  2,429  Trade and other receivables (current and non-current) 18,076 10,812  Financial liabilities Trade and other payables 641 561  The following table summarises the sensitivity of financial instruments held at the year end, to movements in the exchange rates for the Australian dollar to the foreign currency, with all other variables held constant. Impact on after tax profit 2013 $’000 (2,351) 2,818 2012 $’000 (1,505) 1,955  Impact on other comprehensive income 2013 $’000 -  -  2012 $’000 -  -  If the Australian dollar were higher at the balance date by 10% (2012: 13%) If the Australian dollar were lower at the balance date by 10% (2012: 13%) If the Australian dollar were higher at the balance date by 10% If the Australian dollar were lower at the balance date by 10% 82 Notes to the Financial Statement For the year ended 30 June 2013 19. Financial risk management objectives and policies continued Commodity Price risk Commodity price risk arises from the sale of oil denominated in US dollars. The Group does not sell forward any of its oil and has no financial instruments at report date that relates to commodity prices. The Group has provisional sales at 30 June 2013 of $12,034,000 (2012: $6,597,000). If the Brent Average price per bbl were higher at the balance date by 10% If the Brent Average price per bbl were lower at the balance date by 10% Impact on after tax profit 2013 $’000 1,203 (1,203) 2012 $’000 659 (659) Credit risk Credit risk arises from the financial assets of the Group which comprise cash and cash equivalents and trade and other receivables. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note. The Group trades only with recognised creditworthy third parties. The Group has had no exposure to bad debts. The Group has a concentration of credit risk with trade receivables due from three entities which have traded with the Group since 2003. Cash and cash equivalents and term deposits are held at three financial institutions that have a Standard & Poors AA credit rating. Trade receivables are settled on 30 to 90 day terms. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet all financial commitments in a timely and cost-effective manner. The Managing Director and Chief Financial Officer review the liquidity position on a weekly basis including cash flow forecasts to determine the forecast liquidity position and maintain appropriate liquidity levels. Trade and other payables amounting to $11,845,000 (2012: $12,332,000) are payable within normal terms of 30 to 90 days. Interest rate risk The Group has no borrowings at 30 June 2013 (2012: $ nil) nor has the Group drawn and repaid any loans from a financial institution during the reporting period. The Group has interest bearing deposits of $41,766,000 (2012: $49,451,000). The group has $40 million (2012: $nil) in undrawn credit facilities with a financial institution, subject to the conditions outlined in Note 27. If the interest rate were 1% rate higher at the balance date If the interest rate were 1% rate lower at the balance date Impact on after tax profit 2013 $’000 80 (80) 2012 $’000 550   (550) Any fluctuation of the interest rate either up or down will have no impact on the principal amount of the cash on term deposit at the banks. The Group does not invest in financial instruments that are traded on any secondary market. 83 Notes to the Financial Statement For the year ended 30 June 2013 19. Financial risk management objectives and policies continued Share price risk Share price risk arises from the movement of share prices on a prescribed stock exchange. The Group has available for sale investments the fair value of which fluctuates as a result of movement in the share price. Impact on available for sale investment reserve Impact on profit before tax 2013 $’000 2012 $’000 2013 $’000 2012 $’000 If the share price were 10% higher at the balance date 1,958 1,285 - - If the share price were 10% lower at the balance date - (1,958) (1,285) Capital Management risk When managing capital, Management’s objective is to ensure the entity continues as a going concern as well as maintain optimal return to shareholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity commensurate with the business risk. Capital includes equity attributable to the equity holders of the parent. As the equity market is constantly changing, management may issue new shares to provide for future exploration or development activities. Management has no current plans to issue further shares. 20. Commitments and contingencies Operating lease commitments under non-cancellable office lease not provided for in the financial statements and payable: Within one year After one year but not more than five years After more than five years Total minimum lease payments Consolidated 2013 $’000 312 2,058 - 2,370 2012 $’000 358 1,580 - 1,938 The Parent entity leases a suite of offices in Adelaide from which it conducts its operations. The lease is for five years with an option to renew after that date. The Parent entity leases a suite of offices in Perth which will be cancelled after October 2013. The lease commitment on the Perth offices is until July 2017, accordingly, a payable has been recognised for the early release on this lease commitment. Exploration capital commitments not provided in the financial statements and payable: Within one year After one year but not more than five years After more than five years Total minimum lease payments 32,057 39,161 - 46,429 53,011 - 71,218 99,440 As at 30 June 2013 the Parent entity has cash backed bank guarantees for $4,454,000 (2012 $1,309,000). These guarantees are in relation to performance bonds on exploration permits, security on the Company’s MasterCard facilities and guarantees on office leases. 84 Notes to the Financial Statement For the year ended 30 June 2013 21. Interest in joint venture assets The group has interests in a number of joint ventures which are involved in the exploration and/or production of oil in Australia, Tunisia, Indonesia and Poland. The Group has the following interests in joint ventures in the following major areas: a) Joint Ventures in which Cooper Energy Limited is the operator/manager Australia PEL 186 PEP151 Indonesia Sukananti KSO Sumbagsel PSC Merangin III PSC Tunisia Oil and gas exploration Oil and gas exploration Oil and gas exploration and production Oil and gas exploration Oil and gas exploration Bargou Exploration Permit Oil and gas exploration Nabeul Exploration Permit Oil and gas exploration b) Joint Ventures in which Cooper Energy Limited is not the operator/manager Australia PEL 90 PEL 92 PEL 93 PEL 100 PEL 110 PEL 150 PEL 168 PEL 171 PEL 495 Tunisia Oil and gas exploration Oil and gas exploration and production Oil and gas exploration and production Oil and gas exploration Oil and gas exploration Oil and gas exploration Oil and gas exploration Oil and gas exploration Oil and gas exploration Hammamet Exploration Permit Oil and gas exploration Poland MUA 1& 2 Oil and gas exploration Ownership Interest 2013 2012 33.33% 33.33% 75% 75% 55% 100% 100% 30% 85% 25% 25% 30% 55% 100% - 30% 85% 25% 25% 30% 19.167% 19.167% 20% 20% 50% 25% 65% 20% 20% 50% 25% 65% 35% 35% 40% 40% 85 Notes to the Financial Statement For the year ended 30 June 2013 21. Interest in joint venture assets continued The Groups’ ongoing funding obligation to each Joint Venture is no greater than the ownership interest in that joint venture. The share of assets, liabilities and expenses of the joint venture which are included in the financial statements, are as follows:- Consolidated 2013 $’000 2012 $’000 1,295 1,811 204 54 149 1,580 189 98 3,364 2,016 18,880 30,846 49,726 19,188 42,546 61,734 2,072 2,072 814 814 51,018 62,936 53,397 12,357 5,096 1,513 4,575 1,493 59,606 13,109 5,053 2,604 6,918 1,732 ASSETS Current Assets Cash at bank Trade and other receivables Materials Prepayments Total Current Assets Non-Current Assets Oil properties Exploration and evaluation Total Non-Current Assets LIABILITIES Trade and other payables Total Current Liabilities NET ASSETS Revenue Production expenses Royalties Amortisation of exploration areas under production Amortisation of development costs in areas of production Exploration and development write offs Refer to note 20 for details of joint venture contingencies. 86 Notes to the Financial Statement For the year ended 30 June 2013 22. Related parties The Group has a related party relationship with its subsidiaries, joint ventures (see note 21) and with its key management personnel (refer to disclosure for key management personnel below). Key management personnel disclosures The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period. Non-Executive Directors Mr J Conde AO (Chairman from 25 February 2013) Mr L.J. Shervington (Chairman to 25 February 2013) Executive Directors Mr D.P. Maxwell Mr H.M. Gordon Mr J.W. Schneider Executives at year end Mr J. de Ross (Chief Financial Officer) Mr A. Thomas (Exploration Manager) Ms A. Evans (Legal and Company Secretary) Key Management Personnel who resigned during the year Mr J.A. Baillie (Chief Financial Officer) Mr S.K. Twartz (Exploration Manager) Mr A.A. Warton (Development Manager) Mr S.F. Blenkinsop (Legal and Commercial Manager) The key management personnel compensation included in General Administration (see note 4) are as follows: Short-term benefits Long-term benefits Post-employment benefits Performance Rights Early Termination payments Total Consolidated 2013 $ 2012 $ 2,992,433 2,100,002 36,470 108,348 506,843 571,860 86,428 104,953 342,266 402,950 4,215,954 3,036,599 Individual Directors’ and Executives’ compensation disclosures Information regarding individual Directors’ and Executives’ compensation and some equity instruments disclosures is provided in the Remuneration Report section of the Directors’ report on pages 28 to 38. Apart from the details disclosed in this note, no Director has entered into a material contract with the parent entity or the Group since the end of the previous financial year and there were no material contracts involving Directors’ interest existing at year-end. 87 Notes to the Financial Statement For the year ended 30 June 2013 22. Related parties continued Options over equity instruments The movement during the reporting period in the number of options over ordinary shares in Cooper Energy Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is a follows: Held at 1 July 2012 Granted Expired / lapsed at maturity or termination Held at 30 June 2013 Vested during the year Vested and exercisable -  -  Held at 1 July 2011 3,000,000 600,000 5,000,000 -  -  -  -  -  -  -  -  -  -  Expired / lapsed at maturity or termination Granted Held at 30 June 2012 Vested during the year Vested and exercisable -  -  -  3,000,000 600,000 5,000,000 -  -  -  -  -  -  -  -  -  Directors None held Executives None held Directors Mr G.G. Hancock Executives Mr J.A. Baillie Mr M.T. Scott Performance rights The movement during the reporting period in the number of performance rights granted but not exercisable over ordinary shares in Cooper Energy Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at 1 July 2012 Granted Forfeited on termination Vested during the year Exercisable Held at 30 June 2013 1,647,713 1,317,992 728,731 698,412 399,059 153,782 - - - - 732,605 569,021 529,788 454,952 - - - - - 732,605 403,104 529,788 322,296 - - - - - -  165,917  -  132,656  - - - - - -  -  -  -  2,965,705 728,731 698,412 399,059 153,782 - - - - Directors Mr D. Maxwell Mr H. Gordon Executives Mr A. Thomas Mr J. de Ross Ms A. Evans Mr S. Twartz Mr A. Warton Mr S.F. Blenkinsop Mr J.A. Baillie 88 Notes to the Financial Statement For the year ended 30 June 2013 22. Related parties continued Performance rights continued Held at 1 July 2011 Granted Forfeited on termination Vested during the year Exercisable - -  -  -  -  1,647,713 732,605 569,021 529,788 454,952 - -  -  -  -  - -  -  -  -  - -  -  -  -  Held at 30 June 2012 1,647,713 732,605 569,021 529,788 454,952 Directors Mr D.P. Maxwell Executives Mr S. Twartz Mr A. Warton Mr S.F. Blenkinsop Mr J.A, Baillie Movement in shares The movement during the reporting period in the number of ordinary shares in Cooper Energy Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Received on exercise of options Purchases Held at 30 June 2013 Sales Directors Mr J Conde AO Mr L. J. Shervington Mr D.P. Maxwell Mr J.W. Schneider Mr H.M. Gordon Executives Mr S.F. Blenkinsop Directors Mr L. J. Shervington Mr C.R Porter Mr G.G. Hancock Mr S.H. Abbott Mr D.P. Maxwell Mr J.W. Schneider Mr H.M. Gordon Executives Mr M.T. Scott Mr S.F. Blenkinsop Held at 1 July 2012 - 405,933 935,527 300,000 176,608  2,933 Held at 1 July 2011 405,933 525,933 2,600,001 60,000 - - 77,663 - - - - -  -  -  -  -  - - - - - - Received on exercise of options Purchases Sales -  -  -  -  - - - 935,527 300,000 176,608  751,500 160,933 -  -  -  -  -  -  -  -  -  -  -  - 405,933 1,013,190 300,000 176,608 Resigned Held at 30 June 2012 405,933 Resigned Resigned Resigned 935,527 300,000 176,608  Resigned -  -  -  -  -  -  -  -  158,000 2,933 89 Notes to the Financial Statement For the year ended 30 June 2013 22. Related parties continued Subsidiaries The Group financial statements include the financial statements of Cooper Energy Limited and the subsidiaries listed in the following table. Name Cooper Energy Sukananti Limited Cooper Energy Sumbagsel Limited Cooper Energy Merangin III Limited CE Tunisia Bargou Ltd CE Hammamet Ltd CE Nabeul Ltd Cooper Energy (Seruway) Pty Ltd Worrior (PPL 207) Pty Ltd CE Poland Pty Ltd Somerton Energy Limited Essential Petroleum Exploration Pty Ltd CE Poland Coopertief UA CE Polska sp z.o.o. Joint Venture Country of incorporation British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands Australia Australia Australia Australia Australia Netherlands Poland Equity interest 2013 % 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 99% 100% 2012 % 100% 100% 100% 100% 100% 100% 100% 100% 100% 92.7% 100% 99% 100% During the reporting period, the Group provided geological and technical services to joint ventures it manages at a cost of $1,772,000 (2012: $202,000). At the end of the financial period, $614,000 was outstanding for these services (2012: $nil). An impairment assessment is undertaken each financial year by examining the financial position of the related party and their investment in the respective joint venture’s which are prospecting for hydrocarbons to determine whether there is objective evidence that a related party receivable is impaired. When such objective evidence exists, the Group recognises an allowance for the impairment loss. 90 Notes to the Financial Statement For the year ended 30 June 2013 23. Share based payment plans On 16 December 2011 shareholders of the parent entity approved the establishment of an Employee Performance Rights Plan whereby the Board can, subject to certain conditions, issue performance rights to employees to acquire shares in the parent entity. The first issue under the plan was made on 20 January 2012. During the financial year further issues were made in July 2012, August 2012, December 2012 and May 2013. The performance rights were issued for no consideration. The right extends to the holder the right to be vested with shares in the parent entity. Vesting of the performance rights will be in three equal tranches over the term of the right to be determined in the fourth calendar quartile of each year. The vesting test is two parts. Up to 25% of the eligible rights to vest are determined from the absolute total shareholder return of the parent entity’s share price against its own share price at the date of the grant of the right. If the return is less than 5% no rights will vest. If the return is between 5% and 25% the rights that will vest will be between 6.25% and 12.5% of the eligible rights. If the return is greater than 25% up to 25% of the eligible rights will vest. The second part is for the remaining 75% of the eligible rights to vest and is determined from the absolute total shareholder return of the parent entity’s share price against a weighted basket of absolute total shareholder returns of peer companies listed on the Australian Stock Exchange. If the return is less than 50% of peer companies no rights will vest. If the return is between 50% and 75% rights the eligible rights that will vest will be between 37.5% and 56.25%. If the return is greater than 75% up to 75% of the eligible rights will vest. Rights that do not qualify for vesting in any one year can be carried forward to the following year for testing of vesting eligibility. There are no participating rights or entitlements inherent in the rights and holders will not be entitled to participate in new issues of capital offered to shareholders during the period of the rights. All rights are settled by physical delivery of shares. Information with respect to the number of performance rights granted to employees is as follows: Granted in the year ended Number of rights granted Average share price at commencement date of grant (cents) Average contractual life of rights at grant date in years 1 July 2012 2 August 2012 10 December 2012 31 May 2013 597,583 252,980 5,172,342 267,607 $0.365 $0.437 $0.574 $0.471 3 3 3 3 The number and weighted average exercise prices of performance rights held by employees is as follows: Balance at beginning of year - granted - vested - expired and not exercised - forfeited following employee resignation Balance at end of year Exercisable at end of year During the financial year, 405,667 rights were vested (2012: nil). Number of rights 2013 5,855,831 Number of rights 2012 - 6,290,512 5,855,831 (405,667) - (3,179,306) - - - 8,561,370 5,855,831 nil nil 91 Notes to the Financial Statement For the year ended 30 June 2013 23. Share based payment plans continued The fair value of services received in return for the performance rights granted are measured by reference to the fair value of performance rights granted. The estimate of the fair value of the services received is measured based on the Black-Scholes methodology to produce a Monte-Carlo simulation model that allows for the incorporation of market based performance hurdles that must be met before the shares vest to the holder. 1 July 2012 26.1 cents 36.5 cents 3.27% 40% 0% 2 August 2012 40.6 cents 48.5 cents 2.65% 42% 0% 10 December 2012 45.8 cents 58.5 cents 2.64% 43% 0% 31 May 2013 24.9 cents 38 cents 2.59% 44% 0% Fair value assumptions Fair value at measurement date Share price Risk free interest rate Expected volatility Dividend Yield Fair value assumptions Fair value at measurement date Share price Risk free interest rate Expected volatility Dividend Yield Fair value assumptions Fair value at measurement date Share price Risk free interest rate Expected volatility Dividend Yield Fair value assumptions Fair value at measurement date Share price Risk free interest rate Expected volatility Dividend Yield 92 Notes to the Financial Statement For the year ended 30 June 2013 24. Deed of cross guarantee The parent entity and each of the Australian Subsidiaries (the Closed Group) entered into a Deed of Cross Guarantee on 28 June 2013. The effect of the Deed is that the Parent has guaranteed to pay the deficiency in the event of winding up of any of the Australian Subsidiaries under certain provision of the Corporations Act 2001. The Australian Subsidiaries have also given a similar guarantee in the event that the Parent is wound up. The statement of comprehensive income and statement of financial position of the Closed Group are as follows: Closed Group Statement of Comprehensive Income Continuing Operations Revenue from oil sales Cost of sales Gross profit Other revenue Exploration and evaluation expenditure written off Administration and other expenses Profit before income tax Taxes Income tax expense Petroleum Resource Rent Tax Total income tax (expenses) Net profit after tax from continuing operations Retained profits at the beginning of the period Retained profits at the end of the period Closed Group 2013 $’000 2012 $’000 50,976 (22,067) 28,909 2,343 (1,493) (11,714) 18,045 (5,569) (11,019) (16,588) 1,457 23,373 24,830 - - - - - - - - - - - - - 93 Notes to the Financial Statement For the year ended 30 June 2013 24. Deed of cross guarantee continued Closed Group Statement of Financial Position ASSETS Current Assets Cash and cash equivalents Trade and other receivables Materials Prepayments Total Current Assets Non-Current Assets Available for sale financial assets Loans to subsidiaries Term deposits at banks Oil properties Exploration and evaluation Deferred tax asset Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Income tax payable Total Current Liabilities Non-Current Liabilities Deferred tax liabilities Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained profits TOTAL EQUITY 94 Closed Group 2013 $’000 2012 $’000 43,154 18,216 - 731 62,101 20,182 31,796 4,766 17,303 26,287 - 100,334 162,435 11,203 - 11,203 9,102 3,326 12,428 23,631 138,804 114,570 (596) 24,830 138,804 - - - - - - - - - - - - - - - - - - - - - - - - - Notes to the Financial Statement For the year ended 30 June 2013 25. Auditors remuneration The auditor of Cooper Energy Limited is Ernst & Young Amounts received or due and receivable by Ernst & Young Australia for: Auditing and review of financial reports of the entity and the consolidated group Other services – due diligence Amounts received or due and receivable by related practices of Ernst & Young Australia for: Auditing and review of financial reports of an entity in the consolidated group 26. Parent entity information Information relating to Cooper Energy Limited Current Assets Total Assets Current Liabilities Total Liabilities Issued capital Retained profits Option premium reserve Unrealised (loss)/gain on available for sale financial assets Share based payment reserve Total shareholders’ equity Profit/(loss) of the parent entity Total comprehensive income/(loss) of the parent entity Commitments and Contingencies Operating lease commitments under non-cancellable office lease not provided for in the financial statements and payable: Within one year After one year but not more than five years After more than five years Total minimum lease payments Consolidated 2013 $ 2012 $ 184,427 243,500 - 20,000 184,427 263,500 - - 184,427 263,500 Parent Entity 2013 $’000 2012 $’000 60,804 64,472  161,140 160,598  9,773 22,030 15,223  21,878  114,570 113,877  24,144 23,694  25 (3,381) 3,752 25  (1,995) 3,119  139,110 138,720  451 (2,930) 9,143  7,148  312 2,058 - 2,370 358  1,580  - 1,938  95 Notes to the Financial Statement For the year ended 30 June 2013 27. Events after the reporting period On 28 June 2013 the Company executed a bilateral facility agreement for bank facilities totalling $40 million with Westpac Banking Corporation. Subsequent to 30 June 2013 the Company has satisfied all conditions precedent for Tranche A Facilities of $10m and these are available for use.  Remaining conditions precedent to the first drawdown under Tranche B Facilities of $30m relate to finalisation of security arrangements. The Company resigned as operator on PEP 151 on 15 August 2013 with no change in equity interests. On 22 August 2013 the Tax Consolidated Group entered into a Tax Sharing Agreement and Tax Funding Agreement. There is no accounting impact upon the Consolidated Group. Ms. Alice Williams was appointed to the Board of Directors on 28 August 2013. 96 Directors’ Declaration In accordance with a resolution of the Directors of Cooper Energy Limited, I state that: In the opinion of the Directors: (a) the financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; (b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2b; (c) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable; (d) this declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2013; and (e) at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in Note 24 will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee. Signed is accordance with a resolution of the Directors. Mr John C. Conde AO Chairman 28 August 2013 Mr David P. Maxwell Director 97 98 99 100 Securities Exchange and Shareholder Information as at 31 August 2013 Listing The company’s shares are quoted on the Australian Securities Exchange under the code of “COE”. Number of Shareholders There were 5,377 shareholders. All issued shares carry voting rights. On a show of hands every member at a meeting of shareholders shall have one vote and upon a poll each share shall have one vote. Distribution of Shareholding (at 31 August 2013) Size of Shareholding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Unquoted Options on Issue Nil Unquoted Performance Rights Number of holders 1,131 1,528 905 1,627 186 5,377 Number of Shares 346,203 4,417,478 7,497,430 51,077,741 265,761,070 329,099,922 % of issued capital 0.11 1.34 2.28 15.52 80.75 100.00 Number of Holders of Performance Rights 24 Total Performance Rights 8,561,370 Unmarketable Parcels There were 1,178 members, representing 396,181 shares, holding less than a marketable parcel of 1,124 shares in the company. Twenty Largest Shareholders Name J P Morgan Nominees Australia Limited National Nominees Limited HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited Beach Energy Limited Zero Nominees Pty Ltd Cairnglen Investments Pty Ltd HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited Cairnglen Investments Pty Ltd BNP Paribas Noms Pty Ltd Kavel Pty Ltd Token Nominees Pty Ltd Kellyvale Nominees Pty Ltd Mirrabooka Investments Limited Celtic Trust Company Ltd Bresrim Nominees Pty Ltd Rank 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Totals: Top 20 holders of Ordinary Fully Paid Shares (Total) Substantial Shareholder Units 45,236,815 38,302,501 33,184,945 25,631,431 16,934,470 8,692,163 6,152,565 5,354,646 5,092,469 3,071,721 2,974,233 2,768,482 2,651,050 2,571,303 2,500,000 2,258,525 2,225,000 2,165,728 2,151,992 1,610,970 211,531,009 % of Issued Capital 13.75 11.64 10.08 7.79 5.15 2.64 1.87 1.63 1.55 0.93 0.90 0.84 0.81 0.78 0.76 0.69 0.68 0.66 0.65 0.49 64.28 The following were substantial holders in the company, as disclosed in substantial holding notices given to the Company as required by section 671B of the Corporations Act. Name of entity Beach Energy Limited Paradice Investment Management Pty Ltd National Australia Bank Limited Kinetic Investment Partners Limited Commonwealth Bank of Australia Acorn Capital Number of securities in which substantial shareholder has a relevant interest as at date of last notice 31,270,694 26,763434 21,265,532 20,924,029 16,581,995 8,987,550 Voting power as at date of last notice 9.57% 9.141% 6.470% 7.15% 5.04% 6.56% 101 Shareholder Information Share Registry Annual Report mailing list Shareholders who wish to vary their annual report mailing arrangements should advise Computershare in writing. Electronic versions of the report are available to all via the company’s website. Annual Reports will be mailed to all shareholders who have elected to be placed on the mailing list for this document. Report election forms can be downloaded from the Computershare website. Forms for download All forms relating to amendment of holding details and holder instructions to the company are available for download from the Computershare. Investor information Information about the company is available from a number of sources: • Website: www.cooperenergy.com.au • E-news: Shareholders can nominate to receive company information electronically. This service is hosted by Computershare and can be accessed via Computershare’s website • Publications: the annual report is the major printed source of company information. Other publications include the Half-yearly report, company press releases, investor packs, presentations and Open Briefings. All publications can be obtained either through the company’s website or by contacting the company • Telephone or email enquiry: to Don Murchland, Investor Relations +61 439 300 932; donm@cooperenergy.com.au Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth, Western Australia 6000 Website: investorcentre.com/au Telephone: Australia 1300 655 248 International +61 3 9415 4887 Facsimile: +61 3 9473 2500 Enquiries and share registry address Shareholders with enquiries about their shareholdings should contact the company’s share registry, Computershare Investor Services Pty Ltd, via the telephone contact above. Online shareholder information Shareholders can obtain information about their holdings or view their account instructions online, as well as download forms to update their holder details. For identification and security purposes, you will need to know your Holder Identification Number (HIN/SRN), Surname/Company Name and Post/Country Code to access. This service is accessible via the Computershare website. Change of address Shareholders who have changed their address should advise Computershare in writing. Written notification can be mailed or faxed to Computershare at the address given above and must include both old and new addresses and the security holder reference number (SRN) of the holding. Change of address forms are available for download from the Computershare website. Alternatively, holders can amend their details on-line via the Computershare website. Shareholders who have broker sponsored holdings should contact their broker to update these details. 102 Cooper Energy Limited ABN 93 096 170 295 Reporting Period, Terms and Abbreviations Annual Report This document has been prepared to provide shareholders with an overview of Cooper Energy Limited’s performance for the 2013 financial year and its outlook. The Annual Report is mailed to shareholders who elect to receive a copy and is available free of charge on request (see Shareholder Information printed in this Report). The Annual Report and other information about the company can be accessed via the company’s website at www.cooperenergy.com.au Notice of Meeting The 2013 Annual General Meeting of Cooper Energy Limited will be held on Thursday November 7, commencing at 10.00 a.m. in the Victoria Room, Ground Floor, Hilton Adelaide, 233 Victoria Square, Adelaide, South Australia. A formal Notice of Meeting has been mailed to shareholders. Additional copies can be obtained from the company’s registered office or downloaded from its website at www.cooperenergy.com.au Abbreviations and terms This Report uses terms and abbreviations relevant to the company, its accounts and the petroleum industry. The terms “the company” and “Cooper Energy” and “the Group” are used in this report to refer to Cooper Energy Limited and/or its subsidiaries. The terms “2013”, FY13 or “2013 financial year” refer to the 12 months ended 30 June 2013 unless otherwise stated. References to “2012”, FY12 or other years refer to the 12 months ended 30 June of that year. Other abbreviations bbls: barrels of oil boe: barrels of oil equivalent bopd: barrels of oil per day E&D: exploration and development FV: fair value MM: million MMbbl: million barrels of oil MMboe: million barrels of oil equivalent 2P reserves: proved and possible reserves $: Australian dollars P&A: plugged and abandoned PSC: production sharing contract KSO: Kerjasama Operasi, an Indonesian joint operation Front cover image: wireline logs from the Cooper Basin Corporate Directory Directors John C Conde Ao, Chairman Hector M gordon David p Maxwell Jeffery W Schneider laurence J Shervington Alice J M Williams Company Secretary Alison n Evans Registered Office and Business Address level 10, 60 Waymouth Street Adelaide, South Australia 5000 telephone: + 618 8100 4900 Facsimile: + 618 8100 4997 E-mail: customerservice@cooperenergy.com.au Website: www.cooperenergy.com.au Auditors Ernst & young 121 King William Street Adelaide, South Australia, 5000 Solicitors Squire Sanders level 21, 300 Murray Street perth WA 6000 Bankers Westpac Banking Corporation level 18, 91 King William Street Adelaide, South Australia, 5000 national Australia Bank limited level 2, 22 King William Street Adelaide, South Australia, 5000 Commonwealth Bank of Australia level 8, 100 King William Street Adelaide, South Australia, 5000 Citibank n.A. 2 park Street Sydney, new South Wales 2000 Share Registry Computershare Investor Services pty limited level 2, reserve Bank Building 45 St georges terrace perth, Western Australia 6000 Website: investorcentre.com/au telephone: Australia 1300 655 248 International +61 3 9415 4887 Facsimile: +61 3 9473 2500 

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