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## Directors’ Report 

## Cardno Limited and its Controlled Entities for the year ended 30 June 2010 

## 5. Dividends 

Dividends paid or declared by the Company to members since the end of the previous financial year were: 

<img src='content_image/217141.jpg'>

All dividends paid or declared by the Company since the end of the previous financial year were fully franked at 30%. 

## 6. Events Subsequent to the Reporting Date 

On 11 August Cardno completed a $49m capital raising via a 1:6 fully underwritten renounceable rights issue. The number of ordinary shares issued under the rights issue was 15,089,139. The capital raised will be used to reduce debt used for the June 2010 acquisition of ENTRIX and ERI and for working capital. 

On 16 August 2010, the Directors of Cardno Limited declared a final dividend of 15.0 cents per share for the 2010 financial year. The fully franked dividend will be paid on 15 October 2010 to shareholders registered on 17 September 2010 and will total $15,839,940. The dividend has not been provided for in the 30 June 2010 financial statements. 

## 7. Likely Developments 

The consolidated entity will continue to manage its global business in physical and social infrastructure and pursue its policy of growing the Company both organically and by acquisition during the next financial year. 

## 8. Significant Changes in the State of Affairs 

Other than detailed elsewhere, there have been no significant changes in the state of affairs since 30 June 2009. 

## 9. Indemnification and Insurance of Officers 

The Company has agreements with each of the Directors and Officers of the Company in office at the date of this report indemnifying them against liabilities to any person other than the Company or a related body corporate that may arise from their acting as Directors or Officers of the Company. The indemnity continues to have effect when the Directors and Officers cease to hold office, other than where such liabilities arise out of conduct involving a wilful breach of duty by the Officers, the improper use by the Directors or Officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. 

The Directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the Directors’ and Officers’ liability, as such disclosures are prohibited under the terms of the contract. 

