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## DIRECTORS’ REPORT 

Your Directors submit their report for the year ended 30 June 2014. 

## CORPORATE INFORMATION 

Village Roadshow Limited (“the Company” or “VRL”) is a company limited by shares that is incorporated and domiciled in Australia. The registered office and principal administrative office of the Company is located at Level 1, 500 Chapel Street, South Yarra, Victoria 3141. 

## DIRECTORS AND SECRETARIES 

The names of the Directors and Secretaries of the Company in office during the financial year and until the date of this report are: 

## Directors 

Robert G. Kirby (Co-Chairman) Graham W. Burke (Co-Chairman) John R. Kirby David J. Evans Peter D. Jonson D. Barry Reardon Peter M. Harvie Robert Le Tet Timothy M. Antonie Julie E. Raffe (alternate for Messrs. R.G. Kirby and G.W. Burke, and to 5 September 2014, for Mr. J.R. Kirby) 

## Company Secretaries 

Shaun L. Driscoll Julie E. Raffe 

The qualifications and experience of the Directors and Secretaries and the special responsibilities of the Directors are set out below. 

## Directors 

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2002 and 2006 to June 2010. Through the launch of Roadshow Home Video, Mr. Kirby was the driving force behind the Australian video revolution of the 1980’s and 1990’s. He is a pioneer of new cinema concepts in both Australia and internationally and has been at the forefront of Village Roadshow’s successful diversification into theme parks, radio and international film production. Director of Village Roadshow Corporation Pty. Ltd., Deputy Chair of Peter MacCallum Cancer Foundation, Member of Patrons Council of Epilepsy Foundation and Patron of Arts Centre Melbourne. 

Member Executive Committee Chairman Nomination Committee to 30 June 2014 

Other Listed Public Company Directorships in previous 3 years:  Nil 

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Distributors with the late Mr. Roc Kirby. Mr. Burke has been integral to strategically developing Warner Bros. Movie World and Village Roadshow’s involvement with Sea World as well as ongoing Australian and international film production. Director Village Roadshow Corporation Pty. Ltd. 

## Chairman Executive Committee 

Other Listed Public Company Directorships in previous 3 years:  Nil 

## Robert G. Kirby 

Co-Executive Chairman and Co-Chief Executive Officer, Executive Director, Age 63 First joined the Board on 12 August 1988, reappointed 5 July 2001. Holds a Bachelor of Commerce with over 30 years experience in the entertainment and media industry. Chairman of Village Roadshow Limited 1994 to 1998, 2002 to 2006 and from June 2010 to 29 November 2013 when he became Co-Executive Chairman and Co-Chief Executive Officer. Deputy Chairman Village Roadshow Limited 1990 to 1994, 1998 to 

## Graham W. Burke 

Co-Executive Chairman and Co-Chief Executive Officer, Executive Director, Age 72 Member of the Board since 9 September 1988. Chief Executive Officer of Village Roadshow Limited from 1988 to 29 November 2013 and Co-Executive Chairman and Co-Chief Executive Officer from 29 November 2013. With unrivalled experience in the entertainment and film industries, Mr. Burke has been one of the strategic and creative forces behind Village Roadshow’s development and founded Roadshow 

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today. Currently Deputy Chairman of The Conversation Media Group and Director of the Sony Foundation. Previously Chairman, Village Roadshow Limited. He was a member of The Salvation Army Territorial Advisory Board and former Chairman, Red Shield Appeal. Former Director, Jigsaw Foundation at the Royal Children’s Hospital, Surf Life Saving Australia Foundation, and Asia Pacific Screen Awards, a division of the Queensland Arts portfolio. Former Chairman, Austereo Limited. Former Chairman of Sponsors Appeal Committee of the Victorian College of the Arts, and former Deputy Chairman of the Interim Council of the National Film and Sound Archive. Former member of the Victorian Premier’s Multi Media Task Force, Victorian Advisory Council of the Australian Opera, and Progressive Business Victoria. The 2011 President of the Australian Cinema Pioneers. Former advisor, Commando Welfare Trust. 

Other Listed Public Company Directorships in previous 3 years:  Nil 

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Hallmark Entertainment Networks, since 1999 and served on the board of British Sky Broadcasting Group Plc from September 2001 until November 2011. Director of Village Roadshow Entertainment Group Limited. 

Member Nomination Committee Chairman Corporate Governance Committee 

Other Listed Public Company Directorships in previous 3 years: British Sky Broadcasting Group Plc, from 21 September 2001 to 29 November 2011 

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James Capel Australia; Managing Director, Norwich Union Financial Services; and Chairman, ANZ Funds Management. Director Metal Storm Limited from February 2006 to February 2009 and Bionomics Ltd. from November 2004 to November 2009. Founding Chair Australian Institute for Commercialisation Ltd (2002-2007) and Chair of Australian Government’s Cooperative Research Centre Committee (2005-2010). 

Chairman Remuneration Committee Chairman Nomination Committee from 1 July 2014 Member Audit & Risk Committee Member Corporate Governance Committee 

Other Listed Public Company Directorships in previous 3 years:  Nil 

## John R. Kirby  AM 

Deputy Chairman, Non-Executive Director, Age 67 Bachelor of Economics, University of Tasmania, Member of the Australian Society of Accountants. Chairman of Village Roadshow Corporation Pty. Ltd., the major shareholder of Village Roadshow Limited. Mr. Kirby has held a wide number of executive positions in cinema, exhibition, film distribution, radio, theme parks, construction and strategy over his 45 years within Village Roadshow, and has been at the forefront of many of the Group’s successful growth outcomes 

## David J. Evans 

Independent Non-Executive Director, Age 74 Member of the Board since 2 January 2007, appointed Lead Independent Director on 1 July 2014. Over 40 years international business experience in media and entertainment industries including CEO of GTV Channel Nine in Melbourne, President, COO at Fox Television and Executive Vice President News Corporation, both in the United States, including Sky Entertainment Services Latin America. Most recently President and CEO of Crown Media Holdings Inc, previously 

## Peter D. Jonson 

Independent Non-Executive Director, Age 68 Member of the Board since 24 January 2001 and Lead Independent Director from 26 November 2008 to 30 June 2014. Holds a Bachelor of Commerce and Master of Arts degrees from Melbourne University and Ph D from the London School of Economics. Following a 16 year career with the Reserve Bank of Australia including 7 years as Head of Research, entered the private sector with roles at leading Australian financial institutions. Positions included Head of Research, 

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