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## AUDITOR’S INDEPENDENCE DECLARATION 

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## AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF VILLAGE ROADSHOW LIMITED 

In relation to our audit of the financial report of Village Roadshow Limited for the financial year ended 30 June 2014, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001  or any applicable code of professional conduct. 

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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 

## REMUNERATION REPORT 

The Directors of the Company present the Remuneration Report (the “Report”) which details the compensation arrangements in place for Directors and senior managers of the Company being the Key Management Personnel (“KMP”) of the VRL group for the year ended 30 June 2014 in accordance with Section 300A of the Corporations Act 2001  (“the Act”) as amended. 

The information provided in this Report has been audited as required by Section 308(3C) of the Act. The Report forms part of the Directors’ Report. 

## A. EXECUTIVE SUMMARY 

## 1. Categories of Directors and Senior Management 

The Directors and KMP to whose compensation arrangements this Report refers have been segregated into the following categories: 

## CATEGORIES AND GROUPINGS OF DIRECTORS AND EXECUTIVES REFERRED TO IN REMUNERATION REPORT 

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## (a) Key Management Personnel (“KMP”) 

Those persons who are defined as Key Management Personnel of the VRL group are those persons with authority and responsibility for planning, directing and controlling the activities of the VRL group, and are referred to in this report as “KMP”. 

## (b) Executive KMP 

All Executive KMP are the members of the Village Roadshow Limited Executive Committee. For Village Roadshow Limited, these Executive KMP are further split into 2 categories: 

## (i) Executive Director KMP 

The Company’s Executive Directors are referred to in this Report as “Executive Director KMP” being Messrs. Robert G. Kirby and Graham W. Burke. 

## (ii) Executive Committee KMP 

The non-Director senior executives who are members of the Village Roadshow Limited Executive Committee are referred to in this Report as the “Executive Committee KMP”. 

Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001 

Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au 

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