AR09

Brisbane Markets Limited Annual Report 2009 Strong Direction - Continued Growth

BRISBANE MARKETS LIMITED INCORPORATING:

OUR MISSION OUR MISSION IS TO PROVIDE INFRASTRUCTURE AND SERVICES TO FACILITATE THE DEVELOPMENT AND OPERATION OF A WORLD-CLASS MARKETING AND DISTRIBUTION HUB FOR FRESH PRODUCE, FLOWERS AND OTHER ANCILLARY PRODUCTS.

CONTENTS Horticulture is the fastest growing agricultural industry in Australia with an estimated Gross Value of Production (GVP) of $8.3 billion in 2008/09.

3

CORPORATE PROFILE Company Profile

6

8

12 PERFORMANCE AND ACHIEVEMENTS

Objectives

Finance and Administration

Our History

Financial Results

The Formation of BML

Property

Brisbane Markets Today

Operations

Comparative Financial Performance and Growth Statistics

Site Infrastructure

IMPORTANCE WITHIN THE INDUSTRY

Marketing and Communications

28 CORPORATE DIRECTORY 28 SHARE TRADING

21 OUR PEOPLE Management Team

Key Strategic and Financial Achievements

Board of Directors

24 INVESTMENT IN INDUSTRY

Chairman’s Report CEO’s Report

CONTENTS

27 HORTICULTURE CODE OF CONDUCT

Retail Markets

Queensland’s Central Market Hub

REPORTS

26 YEAR IN REVIEW

Investment South Gate Development Master Planning

Brisbane Markets is located on Sherwood Road at Rocklea.

How to get there: By car: Take the Sherwood Road exit off the Ipswich Motorway and travel west for 700m.

Car parking is available off Sherwood Road.

By rail: The closest train station is located at Station Road at Rocklea (about a 790m walk).

By bus: The Great Circle Bus Line (route 598/599) stops right outside the Markets.

For more information visit www.transinfo.com.au or call 13 12 30.

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BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

COMPANY PROFILE The Brisbane Markets site is located at Rocklea, just 11 kilometres from Brisbane’s CBD, and incorporates the Brisbane Produce Market, Brisbane Flower Market, Brisbane MarketPlace Retail Markets precinct, and the Brisbane Markets South Gate industrial estate.

As Queensland’s only central fruit and vegetable market, the Brisbane Produce Market is the State’s most important centre for the marketing and distribution of fresh fruit and vegetables, flowers and other ancillary products.

In the 2008/09 financial year it recorded annual trade in excess of 568,113 tonnes of produce, valued at more than $1.045 billion.

Brisbane Markets Limited (BML) is the owner of the Brisbane Markets site, and is responsible for its ongoing development and management. BML operates on a commercial basis as an unlisted public company, with in excess of 160 predominantly industrybased shareholders, including growers, wholesalers, secondary wholesalers, retailers and the industry organisation Brismark.

BML and its related entities (referred to hereafter as “BML” or “the group”) strive to provide international-standard facilities and services at the Brisbane Markets site. These include facilities and services for fruit, vegetable and flower wholesalers, retailers, provedores, secondary wholesalers, food processors, transporters, exporters, industry organisations and Market support businesses.

COMPANY OBJECTIVES The primary objectives of BML are to: 1. Facilitate the efficient and effective operation of the Brisbane Markets.

2. Provide and maintain world-class infrastructure and services to facilitate the marketing and distribution of fresh produce, flowers and other ancillary products.

3. Enhance the services offered to customers and the role of the Brisbane Markets in the marketing and distribution of fresh and processed produce, flowers and other ancillary products.

4. Facilitate the ongoing growth and development of the Brisbane Markets.

5. Promote the role and importance of the Brisbane Markets and the benefits of fresh fruit and vegetables to the industry and consumers.

6. Provide effective and timely industry advocacy and representation.

7. Achieve satisfactory returns to shareholders.

CORPORATE PROFILE

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OUR HISTORY In August 2002, the state government and Brisbane Market Corporation Ltd entered into a contract to sell the Brisbane Markets for $74 million to Landacq Limited, today known as Brisbane Markets Limited (BML).

The story of how Landacq Limited became the successful bidder in a competitive tender process is just a small part of Queensland’s Central Markets 45-year history at the Rocklea site and 137-year history in Brisbane.

A fresh fruit and vegetable market has operated in Brisbane for almost 137 years after one was first established in Market Street, in Brisbane city, in the 1870’s by fruit and vegetable traders who received their produce and made deliveries by river barges. With the arrival of trains, the Markets were relocated to Roma Street in 1894, where they came under the control of Brisbane City Council, later expanding into Turbot Street. Although many traders were opposed to moving so far out of the city, the Queensland Government moved the markets to Rocklea on 31 August 1964 to allow for growth of the market and to move congestion from the city centre.

Since 1964, the Brisbane Markets has grown substantially with additional land bought for expansion and the construction of numerous warehouses, distribution centres and other buildings.

The push to get the state government to relinquish ownership of the Markets had been a Brismark objective for a number of years.

Brismark, also known as the Queensland Chamber of Fruit and Vegetable Industries Cooperative Limited, is an association of fruit and vegetable wholesalers with its members located in the Brisbane Markets. When the government decided to sell in December 2001, Landacq Limited was identified as an appropriate legal entity to be a bidding vehicle in the sale process.

To use Landacq Limited as the bidding entity, the company was fully restructured, a new constitution was put in place and a management agreement drawn up such that while Brismark would fund the bid, if it was successful, Brismark would be reimbursed for the expenditure incurred and be paid capital raising and success fees.

The winning bid valued the site and business operations, as at 30 September 2002, at $74 million.

CORPORATE PROFILE

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THE FORMATION OF BML

Landacq Limited took over and subsequently changed its name to Brisbane Markets Limited (BML). The Boards of Brismark and BML reaffirmed their commitment to a structure that sees both organisations share a single CEO, as an appropriate and effective way of maximising the benefits of what had been achieved.

This ownership and management structure has worked extremely well, with Brismark providing input to BML on matters of strategic and operational importance to the wholesaling sector.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

An average of 570,000 tonnes of fresh fruit and vegetables pass through the Brisbane Produce Market each year.

BRISBANE MARKETS TODAY > Brisbane Markets occupies 77 hectares of land at Rocklea, just 11 kilometres from the Brisbane CBD. > It incorporates the Brisbane Produce Market, Brisbane Flower Market, Brisbane MarketPlace retail markets and the Brisbane Markets South Gate industrial precinct. > An average of 570,000 tonnes of fresh fruit and vegetables pass through the Brisbane Produce Market each year.

> 258 leases are in place.

> The total lettable area of the site is in excess of 153,000 m2 including:

> Up to 3,500 people work or do business at the Brisbane Markets on a daily basis.

- 29 warehouses and five selling floor buildings covering a lettable area of more than 121,000 m2;

> In excess of 7,000 growers supply produce for sale at the Brisbane Markets.

- 83,000 m2 is temperature controlled;

> The site comprises more than 30 buildings including multi-tenanted selling floors, multi-tenanted warehouses and sole occupancy warehouses, together with commercial and retail accommodation.

- Land leases and licences covering an area of 24,371 m2; - Commercial offices with a total lettable area of 4,170 m2; and

> 54 primary wholesalers operate at the site as well as an additional 91 support businesses.

- Brisbane Markets Commercial Centre, which houses a post office, bank, butcher, seafood outlet, food outlets, stationer, hairdresser, aquarium and a service station.

COMPARATIVE FINANCIAL PERFORMANCE AND GROWTH STATISTICS NOTE: BML adopted the Australian International Financial Reporting Standards (AIFRS) during the 2006 financial year.

Revenue Number of permanent staff

Brisbane Market Corporation 2000/01*

Brisbane Markets Limited 2008/09

Change

$14,923,201

$29,489,921 (excluding revaluation)

97.6%

32

53#

65.6%

Gross earnings before interest and tax (EBIT)

$6,248,470

$15,746,034

152%

Gross EBIT excluding revaluation

$6,248,470

$14,241,616

127.9%

$383,102

$570,793

49%

Marketing Expenditure Maintenance Expenditure

$381,002

$904,841

137.5%

$2,390,372

$458,179^

(80.8%)

Market Throughput Value+

$652,000,000

$1,045,018,209

60.3%

Market volume in tonnes@

604,662

568,113

(6%)

Depreciation and Amortisation

* Information provided by the state government during the open public tender process. This was the last full financial year of operation for the BMC # Full time equivalents ^ Due to AIFRS change – depreciation no longer charged for buildings + As assessed by Market Information Services @ Volume in 2008/09 continued to show the impact of droughts of recent years

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

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IMPORTANCE WITHIN THE INDUSTRY More than $1 billion is invested in Market infrastructure and assets

by Australia’s Market owners and tenants.

Central Markets provide the QUEENSLAND’S CENTRAL MARKET HUB major marketing and Brisbane Markets is Queensland’s Approximately 70% of Australia’s fruit and vegetable growing establishments supply sole wholesale fresh fruit and vegetable distribution points of the over 4 million tonnes of product to a Central market and one of six Central Markets nation’s supply of found in Australia.

Market wholesaler, making the Central Market System an integral part of the fresh fresh fruit, vegetables and in It is the centrepiece for the selling and fruit and vegetable supply chain. some instances, flowers. distribution of horticulture produce that is trucked, railed, shipped and flown from throughout Australia and overseas to the Rocklea site.

The Brisbane Markets is part of a thriving national horticulture industry which includes some 700 Market wholesalers, 17,000 growing establishments, 11,000 Market-based employees and a diverse array of buyers, with an estimated 25 million transactions taking place each year.

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IMPORTANCE WITHIN THE INDUSTRY

As such, the Brisbane Markets is a marketing hub for statewide, interstate and international distribution of fresh fruit and vegetables, and a regional hub for the marketing and distribution of flowers and other ancillary products.

More than $1 billion is invested in Market infrastructure and assets by Australia’s Market owners and tenants.

Other Central Markets are located in Adelaide, Melbourne, Newcastle, Perth and Sydney.

Since gaining ownership of the Brisbane Markets, the company has grown the site, maximised the developable footprint and laid the foundations for further growth.

KEY STRATEGIC AND FINANCIAL ACHIEVEMENTS In upholding our mission to provide infrastructure and services to facilitate the development and operation of a world-class marketing and distribution hub for fresh produce, flowers and other ancillary products, the key achievements in the 2008/09 financial year were as follows: > The market value of Brisbane Markets’ investment properties including South Gate East was $160.6 million. > The company recorded another strong year: - Group operating revenues (excluding revaluation revenue) increased by 16.9%; - Net profit before tax (excluding revaluation revenue) increased by 20.6%; > Payment of an annual dividend of 9 cents per share fully franked in line with policy plus a special dividend payment of 1 cent per share, fully franked. This is a total dividend of 10 cents compared to a total dividend of 9.5 cents in 2007/08. > A Prospectus offering shares on the basis of a rights issue of 1 offer share for every 10 existing shares held, and a public offer issue, raised over $12 million. > The Brisbane Produce Market recorded annual trade of 568,113 tonnes, with annual throughput value of $1.045 billion being recorded in 2008/09.

> Maintaining 100% occupancy rate for warehouses and selling floors. > The official opening of the $33 million, 16,000 m2 South Gate East facility which features state-of-the art cold rooms, fast cooling facilities and commercial office premises. > The retail markets recorded an increase of gross revenue generation of 5.8%. > The Brisbane City Council (BCC) approved the Operational Works Application relating to the new western access road, car parks and building platform to the west of the existing IGA Fresh Distribution Facility. > Planning and design for the development of land purchased from the Queensland Department of Primary Industries and Fisheries in June 2007 was progressed. > Progression of works on a new western access road, carparks and building platform (pictured above).

> The renewal of the company’s finance facility with Westpac was completed, increasing the facility to $80 million to be used primarily for general corporate purposes which will include the financing of capital expenditure projects. > The retail markets began a six-month trial of a mid-week Twilight Fresh Market. > Investment in new software that has provided access control improvements throughout the site. > The Brisbane Markets Forklift Safety Committee was formed. > A 650 m2 waste facility was constructed. > A carbon footprint project which will enable the company and all Market tenants to make a positive move towards more eco-friendly processes is progressing. > Stage 1 of the Building F refurbishment was commenced, finalising internal demolition work.

> The last remaining site within the South Gate East precinct, totalling 6,339 m2, is now available for development. > The purchase of land opposite the Woolworths Brisbane Regional Distribution Centre and within easy access of the Logan Motorway at Larapinta was finalised in July 2008.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

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CHAIRMAN’S REPORT BML shareholders received fully franked dividends totalling 10 cents per share in respect of the 2008/09 financial year, an increase of .05 cents per share paid over the previous financial year, with comparable earnings per share (adjusted for revaluation impact) increasing from 16.3 cents to 18.43 cents.

REPORTS

Strong Direction - Continued Growth

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BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

TONY JOSEPH CHAIRMAN

It was a difficult year for some of our suppliers with the floods in Queensland and the fires in Victoria that devastated many crops.

The group recorded operating revenue of $29.49 million for the 2008/09 financial year with a net profit after tax of $7.63 million, which includes an increase of $1.05 million in the value of the investment property held.

A number of major achievements during the course of the year includes: > Renewal of the company’s finance facility with the Westpac Bank, with the scope for additional debt finance, > The opening of the South Gate East warehouse and commercial offices, > Approval for a new western access road, car parks and building platform, > The planning and design of 9.7 hectares of land at the western end of the Brisbane Markets site, > The purchase of the 1.74 hectare Larapinta site and > The launch of a capital raising seeking to raise $12.3 million, which closed after the end of the financial year, oversubscribed.

It was a difficult year for some of our suppliers with the floods in Queensland and the fires in Victoria that devastated many crops. Despite this, the Brisbane Produce Market posted fruit and vegetable throughput levels reaching 568,113 tonnes at an assessed value of $1.045 billion.

BML weathered the Brisbane commercial and industrial property market decline, managing to maintain occupancy levels of 100% for warehouse facilities and 80% for office premises.

This year has been one of achievement and progression with the group working hard across all divisions to deliver a strong result for the company and the Markets, as well as laying the foundation for future success.

BML continues to consistently deliver returns in line with company projections, with shareholders receiving fully franked dividends totalling 10 cents per share in respect of the 2008/09 financial year.

The company has also well positioned itself for the anticipated future growth and redevelopment of the Brisbane Markets site.

BML’s revenue base, which includes multiple revenue streams, offers the company added certainty and diversification in terms of the company’s financial performance and the opportunities for growth.

The strategic planning exercise conducted by the Board during the year provided the opportunity to review our focus on the strategic direction of the company, and revisit the planning and policy settings we have in place.

I can say that while we did see the benefit for some fine tuning, the Board has reaffirmed the current direction and focus of the group.

I thank my fellow directors for their ongoing commitment and also extend my appreciation to our CEO, Andrew Young, and his staff for their efforts and valued contributions over the last year.

We look forward to the year ahead.

Tony Joseph Chairman

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

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CEO’S REPORT The Group achieved total revenue for the 2008/09 year of 30.99 million, including an increase in the value of investment properties of 1.5 million.

Against the backdrop of an uncertain economy, the company achieved a number of significant milestones in the 2008/09 financial year delivering a further strong financial performance.

With the potential for a significant impact due to the uncertain economy, downward pressure on property values, the tightening of access to debt finance and capital, and the deterioration in consumer and business confidence, the company delivered a further strong performance for 2008/09 and positioned itself for further future growth.

In securing its position, the company obtained bank support for further capacity in its debt facility, with additional funding available to support the various capital expenditure projects currently under consideration.

FINANCIAL PERFORMANCE The Group achieved total revenue for the 2008/09 year of $30.99 million, including an increase in the value of investment property held of $1.5 million. This equates to a total operating revenue figure of $29.489 million, up by 16.9% on last financial year.

The net profit after tax was $7.63 million, while the net profit after tax, adjusted to remove the impact of the unrealised profits resulting from the revaluation of BML’s investment property was $6.57 million.

The net profit after tax adjusted to remove the inclusion of unrealised profits resulting from the revaluation of BML’s investment properties in 2007/08 was $5.45 million.

As at 30 June 2009, the Group had total assets of $171.05 million and net assets of $86.87 million.

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REPORTS

RETURN TO SHAREHOLDERS The company declared a final dividend of 4.5 cents per share plus a special dividend of 0.75 cents per share, both fully franked, taking the total dividend paid in respect of the 2008/09 financial year to 10 cents per share fully franked.

The total annual dividend paid is up by 0.5 cents on the dividend of 9.5 cents per share paid in respect of the 2007/08 financial year.

CAPITAL RAISING The company progressed a capital raising in June to raise up to $12.3 million. The capital raising closed in July 2009, after the end of the financial year, oversubscribed.

The funds raised will be used to progress a number of capital expenditure projects currently underway, under active consideration or to be assessed further over the coming 12-18 months.

MASTER PLAN The existing Master Planning document detailing the company’s vision for future growth and redevelopment of the Brisbane Markets site was released in December 2007.

The first major step was maximising the developable footprint of the site, so as to establish a base which will enable consideration of a range of other major projects. This has now been achieved.

While a number of refinements have been made to the document, progressing the ‘current’ projects identified in the Plan has now been given a priority.

CAPITAL EXPENDITURE PROJECTS Capital expenditure projects with an estimated total cost of $39.6 million have been identified for current consideration by the company. Of these, a number are being actively progressed, as follows: > New western access road, car parks and building platform > South Gate West – civil works/site development > Building F refurbishment – commercial offices > Warehouse construction – west of existing IGA Distribution Facility > Streetscape Upgrade – Commercial Centre The construction works associated with the new western access road, car parks and building platform in the north western corner of the site are currently underway.

The next major project will be a new warehouse facility on the building platform currently being developed as part of the western access road project (west of the IGA Distribution Facility). An expression of interest has been executed by two prospective tenants for this building -

Pershouse Produce Pty Ltd and AS Barr Exports. Planning and design work in relation to the building is now well advanced. A final decision in relation to this development project is expected by the end of 2009.

The gutting of Building F, an old three-storey commercial building within the Markets, has been completed. This building had been partly derelict but was identified as being structurally sound. Design work is now progressing with refurbishment work expected to commence in the first half of 2010. This building will form the centre of a new commercial precinct within the Markets.

STRATEGIC PLANNING The company reviewed its strategic plan during the course of the financial year, and revised its mission, company objectives and strategies for future growth. BML operates with eight core focus areas, as follows: > Business Performance Analysis and Improvements > Master Plan Review and Delivery > Industry Representation and Development > Service and Business Development > Market Operations > Site Maintenance and Infrastructure Upgrading > Property Management > Organisational Development The company has adopted a range of objectives under each focus area to promote the ongoing performance, profitability and growth of the organisation into the future.

The higher-level outcomes of this process were included in the Prospectus document issued earlier this year.

DEPARTMENTAL PERFORMANCE Reports by BML’s management team over the following pages provide an overview of key achievements over the course of the year.

BML’s management team retains a strong focus on their areas of responsibility, with the addition of extra staff giving the company access to additional skills and resources as it grows.

STAFF The group’s permanent staff as at 30 June 2009 numbered 53 full-time staff equivalents. Additional casual staff members are employed by the subsidiary company Brisbane MarketPlace Pty Ltd, as part of its retail market operations.

ANDREW YOUNG CHIEF EXECUTIVE OFFICER

BML has maintained its strong performance, despite the economic uncertainty which existed throughout the financial year.

to workplace health and safety and Market development.

The importance of this relationship has been identified in BML’s strategic plan, and forms a significant building block underpinning BML’s success.

Your Board of Directors and our management have worked hard during the year to maintain the momentum which we have as a company, and I thank BML Chairman, Tony Joseph, Deputy Chairman, Tony Kelly and fellow directors Mike Ahern (AO), Don Jackson, Peter Tighe, Peter Betros and Noel Greenhalgh for their enthusiasm, commitment and dedication throughout the year.

I also acknowledge and thank my management team and staff for their contributions and support, and look forward to what will be a further challenging and exciting year ahead.

The net staff growth of three people during the year occurred in respect of new roles in the Property, Maintenance and Operations areas.

ACKNOWLEDGMENT AND THANKS

Andrew Young Chief Executive Officer

BML has maintained its strong performance, despite the economic uncertainty which existed throughout the financial year.

The company continues to work very closely with the major tenant group Brismark in relation to issues of policy and in respect of other initiatives ranging from promotions

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

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FINANCE AND ADMINISTRATION The group achieved another year of strong growth with a Net Profit After Tax, excluding revaluation of 20.5%.

Revenues have continued to rise and capital investment in the future of the company has remained a strong focus.

ASSET REVALUATION

FINANCIAL PERFORMANCE

As in previous years, a revaluation of investment properties was completed as at 30 June 2009. The market value of the properties, as advised by Landmark White Brisbane Pty Ltd, is $160.6 million which includes the South Gate East complex, South Gate West which was purchased in 2007 and land at Larapinta which was purchased in July 2008. The result has been a net increase of $1.05 million which is a positive result given the poor performance of the overall property market over the past financial year due to the global financial crisis.

Excluding the impact of revaluation, BML has achieved an increase of 16.9% in group revenues. This was due largely to the South Gate East complex being operational for nine months of the financial year as well as organic growth in other revenue generation areas.

Expenditure control has been an area of focus for the year in line with the current global environment of constrained resources and more efficient use of current facilities.

PERFORMANCE AND ACHIEVEMENTS

LONG-TERM DEBT

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The debt funding facility used to support BML’s current and future capital expansion was renewed and extended with effect from February 2009. This extended facility provides a base on which to progress the Master Plan for the Brisbane Markets site.

In addition, the long-term interest rate swaps which were negotiated in December 2007 to underpin the debt facility became effective from July 2008.

While these interest rate swaps have been temporarily disadvantaged due to t the position has significantly improved during the second half of the financial year and is expected to continue to improve over the next period. Mark to market assessments required by Accounting Standards have shown that the hedges remain effective over the period of their lives (10, 15 and 20 years respectively) in spite of this temporary negative impact.

CONTRIBUTED EQUITY A Prospectus offering shares on the basis of a rights issue of 1 offer share for every 10 existing shares held along with a public offer issue opened on 24 June 2009 with an objective of raising up to $12.03 million in two payments. The proceeds of this offer will be used to progress the planned development of the Brisbane Markets site.

The offer closed on 24 July 2009 and was oversubscribed.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

INFORMATION TECHNOLOGY (IT) AND SERVICE DEVELOPMENT BML has continued the review and refinement of its IT network through the completion of multiple server and system PC upgrades. Access control software was updated and allows significantly more flexible reporting options to assist with the development of traffic flow and improved security within the Market.

BML is undertaking a carbon footprint project which will enable the company and all Market tenants to make a positive move towards more eco-friendly processes.

Government funding has been approved for 20 tenant businesses to also undertake a carbon footprint project through the EcoBiz program. BML was identified under both state and national legislation to audit and report on CO2 equivalents.

GOING FORWARD The main focus for the Finance, Administration, IT and Service Development area for the 2009/10 financial year will be the ongoing development of performance management and systems. This will permit the identification and validation of business opportunities for optimal returns in both revenue and expenditure areas through enhanced controls, monitoring and review processes.

BML has achieved an increase of 16.9% in group revenues.

7%

JOY WILLIAMS FINANCE AND ADMINISTRATION MANAGER

20% 20% 20%

20%

4% 2%

65% 65%

65%

2%

2008/09 REVENUE BREAKDOWN Rentals and and recoveries recoveries Rentals Service Revenue Service Revenue Service Revenue Other Income Income Other Other Income Parking Parkingand andLicences licences Parking and licences Retail Markets Retail markets Rentals and recoveries Retail markets Marketing revenue Marketing Revenue Service Revenue Marketing revenue OtherIncome Income Other Parking Total and licences Retail markets Marketing revenue

20%

Rentals Rentals andRecoveries recoveries Serviceand Revenue

65%

$ 19,084,516

65%

$

6,013,542

20%

$

2,179,451

7%

$

1,250,159

4%

$

502,997

2%

$

459,256

2%

$ 29,489,921

100%

2008/09 REVENUE BREAKDOWN

Rentals andOperating recoveries Revenues Service Revenue Increase in Value of Investment Properties Other Income Revenues Parking andTotal licences Retail markets Operating Expenses Marketing revenue Net Profit Before Income Tax and Interest and Depreciation

AIFRS 2009

AIFRS 2008

AIFRS 2007

AIFRS 2006

AIFRS 2005

AGAAP 2005

$

$

$

$

$

$

29,489,921

25,226,865

23,600,094

21,977,260

20,710,883

20,710,883

1,504,418

8,739,777

4,959,481

1,589,395

13,929,635

30,994,339

33,966,642

28,559,575

23,566,655

34,640,518

14,790,126

13,164,927

11,538,034

10,627,255

9,847,234

9,847,234

16,204,213

20,801,715

17,021,541

12,939,400

24,793,284

10,863,649

Depreciation Expense Net Profit Before Income Tax and Interest

20,710,883

458,179

471,249

434,990

400,157

408,874

2,437,986

15,746,034

20,330,466

16,586,551

12,539,243

24,384,410

8,425,663

Interest Expense

4,852,667

3,805,606

2,642,144

2,740,791

2,897,410

2,897,410

Net Profit Before Income Tax Expense

10,893,367

16,524,860

13,944,407

9,798,452

21,487,000

5,528,253

Income Tax Expense

3,260,728

4,948,166

4,123,126

2,949,216

6,528,320

1,876,813

Net Profit After Tax

7,632,639

11,576,694

9,821,281

6,849,236

14,958,680

3,651,440

Net Profit After Tax Excluding Revaluation

6,579,546

5,458,850

6,349,644

5,735,200

5,209,250

3,651,440

Dividend Paid

3,674,532

3,182,500

3,015,000

2,680,000

2,680,000

2,680,000

Dividend Proposed Since 30 June, Payable October

2,104,922

1,884,375

1,675,000

1,675,000

1,340,000

1,340,000

Total Assets

171,055,129

161,526,886

119,093,524

110,767,129

112,806,564

113,019,486

Total Liabilities

84,184,043

75,520,269

51,447,351

50,018,753

56,135,125

56,882,281

Total Equity

86,871,086

86,006,617

67,646,173

60,748,376

56,671,439

56,137,205

Net Tangible Assets per Share

230.50 cents

228.21 cents

201.92 cents

181.34 cents

169.17 cents

165.73 cents

Earnings per share including revaluation impact

20.25 cents

30.72 cents

29.32 cents

20.17 cents

44.65 cents

10.90 cents

EPS adjusted for revaluation impact

16.38 cents

14.48 cents

19.25 cents

17.12 cents

15.55 cents

10.90 cents

Total number of ordinary shares at 30 June

37,687,500

37,687,500

33,500,000

33,500,000

33,500,000

33,500,000

Earnings per share

22.78 cents

34.56 cents

29.32 cents

20.17 cents

44.65 cents

10.90 cents

EPS adjusted for revaluation impact

18.43 cents

16.30 cents

19.25 cents

17.12 cents

15.55 cents

10.90 cents

EPS ADJUSTED FOR COMPARABLE SHARE NUMBERS *

*NOTE: Results adjusted for movement in contributed capital due to equity raising activity.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

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PROPERTY The Brisbane Markets continues to experience rental growth, 100% occupancy rates for selling floor and warehouse premises and an ongoing demand for premises at a time when commercial property markets have been subject to declining demand and increasing vacancy rates.

In order to consolidate this strong position, the Property Department’s core business activities in the 2008/09 financial year focused on lease management, property transactions, compliance issues, marketing of office and retail vacancies and property valuations.

Additional areas of focus included defects management for the South Gate East development, BML’s first tenant relocation program and preparation for the expiry and renewal of some 140 leases in August 2009.

SOUTH GATE EAST Building works for South Gate East warehouse and commercial centre development were deemed to be practically complete as at 25 August 2008.

However, project management of this development continued throughout the financial year with the commencement of a 12-month defects liability period that expired in August 2009.

RELOCATION Stage 1 of the Building F refurbishment project involved the relocation of four warehouse tenants, two warehouse subtenants and four office tenants.

BML acquired relocation premises for warehouse tenants through negotiations for lease buy-backs and licence agreements. Two of the office tenants were accommodated in the South Gate East Commercial Centre and one other office tenant relocated to the D Block commercial wing. With the cooperation of all tenants involved, this relocation exercise was completed in May 2009.

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ADDITIONAL RESOURCES An ongoing requirement for the management of tenant alterations and additions, defects supervision, fire regulation inspections and biennial building inspections prompted the appointment of a Building Inspection Officer.

This newly created role will be instrumental in defect management for new development projects, together with promoting fire safety regulations and programmed maintenance on buildings and infrastructure.

ECONOMIC IMPACT As the only Central Market in Queensland offering facilities and infrastructure specific to businesses and services associated with the fruit and vegetable industry, the somewhat non-discretionary nature of fresh produce has provided a buffering effect from the consequences of the economic downturn. However, BML was not immune to the current economic climate as evidenced by a slow take-up of office accommodation in the newly constructed South Gate East Commercial Centre, reflecting diminishing demand and rentals achieved for office and retail space in the broader property market.

While, for the most part, businesses based at the Brisbane Markets have evidenced commercial resilience despite the economic slump, the notable exception was the

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

appointment of receivers and administrators to one of BML’s largest transport tenants, Pure Logistics Cold Chain Pty Ltd, the lessee of a 4,464 m² warehouse.

These circumstances effected a breach of lease and consequently, once statutory obligations had been met, BML terminated the lease for Building B1 and entered into commercial terms with the then existing subtenant, McKey Distribution Pty Limited, the principal distributor for McDonald’s Australia, for a new lease. All outstanding rental and legal costs incurred by BML were covered by a Pure Logistics Cold Chain Pty Ltd bank guarantee.

LEASE RENEWALS – SEPTEMBER 2009 Under the terms of the standard BML lease, the process for renewal (whether by exercise of option or negotiation) of some 140 leases that expired at 31 August 2009 require the commencing rent for the further five-year term be determined by a “market rent review”. This exercise provides BML with an important opportunity to capture the growth evidenced in the rental market over the past five years, notwithstanding the current property climate. All tenants who have an option for a further term have lawfully exercised this right. BML engaged independent valuation firm, LandMark White

Brisbane Pty Ltd, to conduct a market rent assessment on premises affected by lease expiry. Brismark conducted a similar rental assessment exercise separately on behalf of its tenant members. Both reports have been finalised and submitted for consideration by the respective BML and Brismark boards.

PROPERTY MANAGEMENT

OCCUPANCY LEVELS

Primary Wholesalers - Selling Floors

16,894

As at 30 June 2009, the occupancy rate for building categories in the Brisbane Markets were:

Primary Wholesalers - Warehouses

56,420

Secondary Wholesalers / Provedores

18,137

> Selling Floors – 100%

Retailer Warehouses

10,848

> Warehouse Facilities – 100%

Warehousing and Distribution - Other

14,571

> Retail – 94%

Flower Market Wholesalers

2,166

Commercial Offices

4,170

Retail Shops

4,028

Transporters – Warehouses

2,088

> Office – 80%

PROPERTY TRANSACTIONS During the 2008/09 financial year, 62 property dealings were processed including 14 lease renewals, 9 lease assignments, 9 right of entry waivers and 7 subleases. All of the lease assignments were to existing tenants.

However, Houston’s Farm, primarily a lettuce leaf grower, processor and distributor, was a notable new subtenant at South Gate East.

BML operates the Brisbane Markets site where there are 258 leases in place covering a lettable area of 153,693 m2.

The major tenant groups within the Brisbane Markets site are as follows: CATEGORY

LETTABLE AREA (m2)

SUB TOTAL - TOTAL LETTABLE AREA OF BUILDINGS

129,322

Land Leases

24,371

TOTAL LETTABLE AREA

153,693

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

PERFORMANCE AND ACHIEVEMENTS

TRICIA WILLIAMS PROPERTY MANAGER

The property management team has focused on lease management, property transactions, compliance issues, marketing office/retail vacancies and property valuations.

15

OPERATIONS

JOHN MORRISSEY OPERATIONS MANAGER

During 2008/09, BML reinforced its commitment in areas relating to Market cleanliness, workplace safety and access control to facilitate the growing needs of all Market users.

ACCESS AND SECURITY

SAFETY

H1N1 (SWINE) INFLUENZA

BML’s commitment to site security, along with growing requirements under the Workplace Health and Safety Act, saw the investment in new IT software that provided access control improvements throughout the site.

An ongoing focus on safety initiatives and awareness continues to produce solid results.

In response to the possible impacts of H1N1 (swine) influenza, BML introduced preventive measures during the “protect phase” of the virus which included the upgrading of toilet facilities to include sanitising soap, distributing informative posters and alcohol-based hand wipes to people entering the site. BML also established a register for any staff and regular visitors to the Market diagnosed with the virus.

With over 20,000 vehicles entering the site each week, BML’s investment allowed for unlimited expansion of the access control system that provides security staff with to live data at all entry points. This has limited the entry of unauthorised people and vehicles which strengthens security and reduces the risk of potential incidents or accidents from occurring.

SITE PRESENTATION AND CLEANLINESS BML is committed to continuously improving site aesthetics in addition to preserving a high standard of Workplace Health and Safety (WH&S).

The redeveloped Waste Transfer Station, is providing improved productivity in both staffing and disposal processes.

Modifications undertaken included roofing and substantially enhanced recycling facilities that will offer tenants an opportunity to reduce their waste disposal costs and increase WH&S standards.

An upgraded roadsweeper, branded with safety and cleanliness messages was purchased to assist in meeting the company’s commitment to the ongoing improvements to cleanliness standards of the 77 hectare site.

The 2008 “Safe Work Week” primarily focused on forklift operations via education and training, instigating the formation of the Brisbane Markets Forklift Safety Committee.

This committee supported the introduction of a specific set of rules for forklift operators.

In early 2009, the Brisbane Markets Safety Advisory Committee was formed, comprising key representative groups within the Market including Brismark and BML staff members, board members and buyers. This committee supported the compulsory introduction of high visibility clothing throughout the site, along with modifications to the Brisbane Flower Market area to restrict vehicular traffic during trading hours.

The Markets community has continued to provide solid support for BML initiatives, enabling improvements in safety and operational productivity, resulting in a minimum of onsite incidents.

STAFF BML provided staff with the opportunity to improve their skills through workshops covering WH&S, traffic management, security management and first aid.

It continues to be a department strength to retain long-term experienced staff members who enable the consistent delivery of services to the Market community.

SITE FIGURES# Access Cards (Tenants)

2,700

Access Cards (Registered Buyers)

1,054

Registered Forklifts

370

Allocated Car Parks

900

Covered Unloading Heavy Vehicle Truck Parks and Early Access Parks

144

#averaged over the 2008/09 financial year

GOING FORWARD The main focus for the 2009/10 financial year will be the ongoing development of: > Waste Management. A full audit of the site will be conducted to evaluate the waste management/recycling systems that will assist in further developing the Waste Management Strategy. > Staff. Enterprise Bargaining Agreements will be progressed across all operational staff along with continued investment in training. > Emergency Management Plan.

The BML Emergency Management Plan will be enhanced to incorporate a Disaster Management Plan for the site.

16

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

SITE INFRASTRUCTURE

ANDREW MAY SITE INFRASTRUCTURE MANAGER

Throughout 2008/09 BML has progressed a number of compliance issues as well as preparing infrastructure for the future growth of the Market site.

INFRASTRUCTURE PROJECTS In preparation for future site growth, upgrades to BML’s infrastructure have been an ongoing priority in the 2008/09 financial year with improvements including: > a walk-way through Z block to service the new western carpark. > works commencing to lay additional phone services and fibre optics to service the new north-western warehouse facility. > planning to address sewerage, power and water supply requirements to service the new north-western warehouse facility. > the decommissioning of the oldest substation in the Markets that serviced N and L Block. > the building of a new substation adjacent to L Block.

Other infrastructure projects have included: > substation board upgrade at O Block. > upgrades to a number of distribution boards throughout A Block. > upgrade to the power distribution in Site Services. > air conditioning and ventilation projects to address substation overheating. > development of a Supervisory Control and Data Acquisition (SCADA) network to monitor infrastructure, such as data-enabled substations and pump stations, to instantly capture and diagnose problems. > a focus on fire safety to comply with the introduction of Queensland legislation incorporating AS1851 – 2005.

An area of continued focus has been the Market’s sewage pumping infrastructure.

BML maintenance has developed a new Programmable Logic Controller based control system upgrade for the existing pumpstations. This will replace the older, unreliable float switches with non-contact RADAR technology.

This upgrade has been undertaken in both the front and the main pumping station at R Block. Rollouts are planned for South Gate, O Block and Z Block. This technology will also be used in the western development.

Generator backup has been incorporated into the South Gate East pumpstation to complement the backup facilities at Z Block, R Block, South Gate and the front pumpstation. Generator inlet supplies have been fitted to the minor pumpstations for back-up during power outages.

The incorporation of pumpstation monitoring onto a SCADA network has allowed such failures to be monitored and responded to instantly.

HEALTH, SAFETY AND THE ENVIRONMENT A major project completed in the 2008/09 financial year has been the construction of a 650 m2 waste facility. This roofed area incorporates total control of liquid waste, preventing any contamination of stormwater, and pre-treats the waste stream through a high-efficiency gross pollution trap.

Safety has continued to be a major focus with a number of projects being completed including: > an overhaul of fire doors throughout the Markets and the establishment of a mandatory inspection program.

> installation of a self-monitoring emergency lighting system throughout Building F1. > upgrades to emergency lighting in Buildings Y1, Y2, B1 to comply with AS2293.

Work is progressing to make the emergency lighting systems throughout the Market compliant and to upgrade fire detection systems. Emergency response procedures are being developed to ensure the safety of all Market users and assist tenants with their Workplace Health and Safety (WH&S) obligations.

The ongoing commitment to the education and training of staff in WH&S continues to be a priority in the Site Infrastructure department. Staff have completed training in first aid and oxygen administration, confined space entry and safe working at heights.

PRIORITIES FOR THE 2009/10 FINANCIAL YEAR > A continued focus on fire safety and compliance with further emergency lighting projects, upgrades to fire detection systems and evaluation of water supplies for fire fighting. > Ongoing development of a data monitoring network – in September 2009 BML completed testing and will commission stage one of its SCADA system, providing constant monitoring of critical infrastructure and immediate alarm notification. 2010 will see this system grow and projects incorporating control will be implemented. > Repairs and maintenance to pavement, particularly in the northern side of the Market.

PERFORMANCE AND ACHIEVEMENTS

17

MARKETING AND COMMUNICATIONS The combined BML and Brismark marketing and communications team continued to focus on a co-ordinated community and industry program, consolidating both organisations’ resources for a common goal.

Its focus is on core programs MEDIA AND with objectives relating to COMMUNICATIONS representing and promoting BML continued its public relations and media campaign to gain positive media the wholesaling sector of coverage for Brisbane Markets, its initiatives the industry, promoting and position on industry issues. healthy eating, increasing the Electronic and print media saw issues consumption of fresh fruit and events gain effective coverage for: Horticulture Code of Conduct; Australian and vegetables and gaining Competition and Consumer Commission recognition for the Markets (ACCC) Grocery price inquiry, South Gate East opening, BML expansion, Capital as an important economic Raising, Queensland Kids Fresh Net, and employment hub within Fresh Tastes program and retailer awards, the Queensland economy. 2008 Mango Auction and the Brisbane Produce Market, Brisbane Flower Market and Brisbane MarketPlace.

A suite of advertisements appeared in industry publications to reinforce corporate branding, positioning and services to the industry.

Fresh Source magazine is the Brisbane Markets magazine, published six times per year, aimed at growers, wholesalers, retailers and other industry players.

The magazine brings Brisbane Markets and industry issues to over 5,500 growers, households and organisations throughout Queensland and Australia.

The BML website www.brisbanemarkets. com.au continues to be a popular source of information on the Markets, upcoming events, news, pricing updates and other relevant information having experienced an increase of 8% unique visitors over the previous financial year.

18

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

FRESH TASTES RETAILER PROGRAM The Fresh Tastes retail development program is custom designed to support fruit and vegetable retailers who buy produce from the Brisbane Markets. There were 110 registered retailers in the program at the end of the 2008/09 financial year.

Notably retailer participation in Fresh Tastes activities increased substantially with more retailers using the Fresh Tastes brochures and posters in their stores and effectively utilising other parts of the program.

More than 12,000 entries were received from stores across South East Queensland in the Fresh Tastes “Win $1,500 worth of Fruit and Vegetables” consumer competition.

The Fresh Tastes Retailer of the Year was announced at the Brisbane Produce Market gala dinner at the Brisbane Convention and Exhibition Centre. More than 550 guests were treated to a night of entertainment with Karalee Fruit Plaza winning the prestigious award ahead of another 19 high-quality finalists.

QUEENSLAND KIDS FRESH NET (QKFN) QKFN was launched in 2003 to improve approaches to the education and promotion of health and nutrition within the school community.

In the 2008/09 financial year the number of registered Queensland schools increased by 9% to 791.

29

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009

02- 09

ANN-MARIE JOHANSEN MARKETING & COMMUNICATIONS MANAGER

In the 2008/09 financial year the number of Queensland schools registered in the QKFN program increased by 9% to 791.

ited

Magazine

ets Lim ane Mark

of Brisb

Mango busting disease super

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Citr u s In d u stry with Partners ths or Woolw p14

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salers

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salers QKFN was launched in the Bundaberg website, sors ry wThe holewww.freshforkids.com.au process econda licensed from the Sydney Markets and region by Bundaberg Fruit and Vegetable promoted to children as part of the QKFN Growers Association (BFVG) with the Program won the prestigous assistance of BML Marketing and Food Media Club of Australia’s Award for Communications staff and funding from Best Food-based website, and continues the federal government. BFVG has to gain a strong number of visitors from conducted nine farm tours, and 25 Queensland with a total of 727,012 classroom presentations educating unique visitors over the financial year. over 1,703 students.

The first North Queensland QKFN presentation was conducted in Bowen to pilot the possibility of extending the program.

Marketing and Communications staff members visited over 100 schools in the Brisbane region giving the “Apples ain’t Apples” presentation.

Over 5,500 primary school children were informed about fruit and vegetables.

In early 2009, packs were developed for students to take home including educational information and a voucher to visit a supporting Fresh Tastes retailer.

A further 15 schools and a total of 400 students toured the Markets to learn more about its operations and the different types of fruit and vegetables available. The QKFN team also presented at Ag Ed days at numerous regional agricultural shows.

Fruit characters Tamara Tomato, Oscar Orange, Summa Strawberry, Bazza Banana and Megabite Apple took turns in visiting schools and other events to promote healthy eating and the consumption of fruit and vegetables.

BML cemented its ties with the Queensland Association of School Tuckshops (QAST) and has spoken at its events. This continuing dialogue with QAST and its members, along with the distribution of the popular Canteen Fresh publication aims to encourage tuckshop conveners to effectively market fresh fruit and vegetables to school children.

BRISBANE MARKETS AND COMMUNITY EVENTS AND SPONSORSHIPS The 2008 Mango Auction raised awareness of the summer fruit season as well as over $46,000 for nominated charities Life Education Queensland and Redkite. Fresh Tastes retailer Carlo Lorenti, from Clayfield Markets Fresh, generously paid $20,000 for the symbolic first tray of mangoes.

The publicity generated by this event exceeded a quarter of a million dollars.

50 cooking demonstrations and taste testing and more than 1,000 children took part in free kid’s cooking classes while their parents watched on.

BML partnered with Keep Australia Beautiful Queensland as naming rights sponsor of Brisbane Markets Health and Nutrition Award in the Green and Healthy Schools program.

BML also supported: > The Royal Children’s Hospital Working Wonders Fit 4 Fun program encouraging children to achieve healthy eating and exercise goals. > Primary Industries Week and were involved in the education of hundreds of children at Rural Discovery Day. > The Golden Casket Special Children’s Christmas Party which provides in excess of 3,000 children (and their families) with a fun and healthy day they will never forget.

PERFORMANCE AND ACHIEVEMENTS

Your

sourCe

source

strY. e indu getaBL and ve e Fruit For th ation rM Fo h in oF Fres

p24 Festival

> Oxley Creek Peaks to Point Festival.

BML again sponsored the Brisbane Markets Agriculture Hall at the Royal Brisbane Show (Ekka). BML ran two successful display areas. Fresh Tastes retailers dazzled crowds with over

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

19

RETAIL MARKETS

KEN KAY RETAIL MARKETS MANAGER

BML recorded another strong performance from Brisbane MarketPlace (BMP) for the 2008/09 financial year with gross return to BML of over $1.25 million.

Positioned as Brisbane’s largest retail markets, BMP has enjoyed another strong year in customer attendance with an increase of 20%, taking average customer attendance to 12,000 visitors every week.

Occupied stalls are averaging at 600, which is a 30% increase over the previous financial year. This is a strong result for the company, attributed to the addition of a third market day, the Wednesday Twilight Fresh Market, along with an increase in marketing activity.

The management of the Brookwater Gourmet Market was handed back to Springfield Land Corp in October 2008, after twelve months of BMP management.

This was due to Springfield’s inability to provide an ongoing permanent site.

While this was not an ideal outcome, it has led to further enhancements of systems and processes to allow future alternative site usage and greater reporting of all stalls.

MAJOR HIGHLIGHTS FOR BMP FOR THE 2008/09 FINANCIAL YEAR INCLUDED:

ANNUAL PROFIT AND LICENCE FEES PAID BY BMP TO BML In the five years that BMP has operated and managed the retail markets, there has been an increase of 212% in profit and licence fees paid to BML.

> Food Court - Since the discontinuation of the sale of food by BMP in the 2007/08 financial year, beverage sales have almost doubled anticipated levels.

- The food court with its great variety of food stalls is becoming a major feature of the retail markets.

2004*

$399,660

2005

$656,427

2006

$817,802

> The Wednesday Twilight Fresh Market

2007

$1,042,503

2008

$1,071,625

2009

$1,250,159

- Commenced operation in April 2009 and is building smoothly. This market offers an alternative to the Saturday Fresh Market and is expected, in time, to be just as popular with customer attendance.

*BMP commenced operation and management in November 2003.

For comparison purposes actual results have been annualised.

> Gross revenue increased by 5.8% to $1.8 million. > BMP contributed 16.6% of BML’s total revenue. > Gross return to BML increased by over 16.6% to $1.25 million. > Customer attendance averaged at over 12,000 customers per week. > Over 600 stalls per week. > A successful Christmas market. > Commencement of the Wednesday Twilight Fresh Market.

20

OPERATIONAL HIGHLIGHTS

PERFORMANCE AND ACHIEVEMENTS

> A service level agreement between BML and BMP was formalised to allow a thorough analysis of BMP and BML costs associated in operating the retail markets.

This will form a framework for further amendment to accounting processes and allow a transparent understanding of responsibilities across BML departments.

GOING FORWARD The main focus for Brisbane MarketPlace over the next financial year will be to actively progress proposals for additional sites, increase customer attendance at all markets and further expansion of the food court.

MANAGEMENT TEAM BML employs 53 fulltime staff including two casual staff members, while Brisbane MarketPlace employs one full time and up to 30 casual staff to ensure the efficient operation of the Retail Markets.

John Morrissey – Operations Manager Joy Williams – Finance and Administration Manager Julian Kreundl – Service Development Manager Andrew Young – Chief Executive Officer Ann-Marie Johansen – Marketing and Communications Manager Deborah Sherman – Executive Assistant/PA

OUR PEOPLE

(from left to right)

Tricia Williams – Property Manager

Ken Kay – Retail Markets Manager Andrew May – Site Infrastructure Manager

Photo taken at Building F after internal demolition work

> OUR STRUCTURE

SHAREHOLDERS

BOARD OF DIRECTORS

CHIEF EXECUTIVE OFFICER

SERVICE DEVELOPMENT MANAGER

FINANCE AND ADMINISTRATION MANAGER

OPERATIONS MANAGER

MARKETING AND COMMUNICATIONS MANAGER

PROPERTY MANAGER

SITE INFRASTRUCTURE MANAGER

RETAIL MARKETS MANAGER

EXECUTIVE ASSISTANT/PA

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

21

BOARD OF DIRECTORS The board comprises 8 directors being 7 non-executive directors, with the other director being the Chief Executive Officer.

TONY JOSEPH

OUR PEOPLE

Given the success to date, and the plans which the company has in place, we believe that BML has significant potential for further growth in providing infrastructure and delivering services and representation to stakeholders in the fresh produce and flower industries.

22

TONY KELLY

ANTHONY (TONY) JOSEPH (CHAIRMAN) Tony is a director of a number of private companies with interests in fruit and vegetable wholesaling and exporting with 42 years experience in the Brisbane Markets. Since 1975, Tony has been Managing Director of Alfred E Chave Pty Ltd, an established business with a long and successful history of trading in the Brisbane Markets. Tony has been on the Board of The Queensland Chamber of Fruit and Vegetable Industries (Brismark) Executive since 1982, five of those years as President, and was a longstanding member of the Brisbane Market Trust prior to corporatisation by the state government.

Currently Tony is heavily involved with the Brisbane Broncos Football Club and sits on the Queensland Committee of Men in League.

PETER TIGHE

of The Australian Chamber of Fruit and Vegetable Industries Limited. Tony is currently the Chairman of the Brisbane Lions AFL Football Club and director of the Gladstone Ports Corporation.

PETER TIGHE Peter is a director of a number of private companies with interests in fruit and vegetable wholesaling and marketing.

His family has a long history in the Brisbane Markets and Peter is a second-generation member with over 30 years’ experience in fruit and vegetable wholesaling. For the past 25 years, he has been Managing Director of J H Leavy & Co and he is also the director of the newly formed Brisbane Racing Club. Peter was a director of the Australian Chamber of Fruit and Vegetable Industries Limited and since 1988, has also been a director of Brismark.

ANTHONY (TONY) KELLY

ANDREW YOUNG

(BACHELOR OF LAWS)

(BACHELOR OF COMMERCE, BACHELOR OF AGRICULTURAL SCIENCE (HONS), DIPLOMA OF CORPORATE MANAGEMENT)

Tony is a qualified lawyer having graduated from the University of Queensland in 1984.

His work in the legal profession included time as a judge’s Associate and commercial law experience with a leading Brisbane law firm. In 1987 he commenced with the Carter & Spencer Group where he remained until 2004, having been appointed a director from 1992. Tony has been involved in the fresh produce industry for over 20 years.

He is also a former director and President of Brismark and director and Vice President

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

ANDREW YOUNG

Andrew has a history of employment at a senior management level with extensive experience in policy formulation, service development and industry representation.

His experience in the fresh produce industry includes engaging with the relevant agencies within the state and federal government and addressing national issues through both The Australian Chamber of

The continuous improvement and development of Workplace Health and Safety regulations at the Markets is a top priority for the benefit of all staff and Market users.

MICHAEL AHERN AO

DONALD JACKSON

PETER BETROS

NOEL GREENHALGH

PETER BETROS

Fruit and Vegetable Industries and the Central Markets Association of Australia.

He has had extensive involvement in relation to the reviews of legislation impacting upon the operation of Market wholesalers, the Central Markets, and an active involvement in addressing issues impacting on the marketing sector of the horticultural industry. His industry knowledge includes extensive research on Central Markets in Australia, Asia, Europe and the USA.

member of the Australian Fisheries Council,

Andrew played a leading role as part of the project team responsible for what became the successful bid to purchase the Brisbane Markets site in 2002 and as CEO, coordinated the seamless transition of ownership of the Brisbane Markets site to BML.

Pty Ltd, Chair of the Family Care Friendly

Don has had an extensive business career

currently a Director of the Australian Rugby

Andrew is currently Chief Executive Officer of Brismark and Chief Executive Officer of BML.

and over the past 26 years has held various

League, the Queensland Rugby League and

positions including State Manager of

the Chairman of the South-East Queensland

Penfolds Wines, General Sales Manager

Division of the Queensland Rugby League.

THE HON. MICHAEL AHERN AO (BACHELOR OF AGRICULTURAL

Minister for Health and Environment and State Treasurer.

(BACHELOR OF ARTS, DIPLOMA OF EDUCATION)

Mr Ahern was appointed the Special Trade Advisor by the Queensland Government to promote trade and investment (now retired).

He is Chair of the Australian Liver Foundation, Member of the Board of Governors of the ATSE Clunies Ross Foundation, Chairman of Directors of McIntosh Financial Planning Society and Chair of the Family Care Medical Services Ltd.

Peter has had an extensive career in the fresh fruit and vegetable industry, being a director of the Betros Bros group of companies since 1983. During this time he has been actively involved in all aspects of running this family-owned fruit and vegetable retailing, wholesaling and provedoring business, which employs more than 180 people.

Peter is a former director of the Brisbane

DONALD (DON) JACKSON

Market Authority (1996 to 1999), and is also

and Director of Power Brewing Co, Chairman/Managing Director of Dalrymple

NOEL GREENHALGH

SCIENCE, HONORARY DOCTORATE FROM QUEENSLAND UNIVERSITY OF TECHNOLOGY)

Bay Coal Terminal Holdings, Chairman of

Noel has a comprehensive knowledge of

the Mardi Jackson Foundation and director

the fruit and vegetable industry, having been

of Sunshine Coast Turf Club and Sunshine Coast Helicopter Rescue Service.

Managing Director of RW Pascoe Pty Ltd,

Former Queensland Premier, the Hon. Michael Ahern, was a member of the Australian Department of Industry, Technology and Communications Ministerial Council for three years. While Minister for Industry, Small Business and Technology, Mr Ahern developed the first technology strategy for Queensland and was the state’s first Technology Minister. Mr Ahern was also formerly Primary Industries Minister and a

a leading Brisbane Markets fruit and

In addition, Don has been actively

vegetable wholesaling business since 1989.

involved with numerous sporting and

During this time he has been involved with all

recreational clubs and associations.

aspects of running this successful business.

He is a director and Life Member of the

Born and raised in Ireland, Noel played

Brisbane Broncos Football Club, and is a

professional soccer for his country at youth

Hall of Fame member of the Queensland

level before coming to Australia on a visa to

Restaurant and Caterers Association and

play soccer in 1987 and staying on. Noel has

Queensland Hotels Association.

also been a director of Brismark since 2000.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

23

INVESTMENT

INVESTMENT IN INDUSTRY

BML has transformed the Markets from the long-held rigidity of being a Queensland Government-owned facility to becoming an active industry-focused, community and environmentally responsible organisation.

24

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

BML’s impressive $33 million South Gate East development (pictured) was officially opened in September 2008, by the Hon. Tim Mulherin.

The ultimate aim is for the Brisbane Markets to have the flexibility to respond to stakeholder requirements and provide the highest order of facilities to meet the needs of the industry.

SOUTH GATE DEVELOPMENT

MEDIUM TERM

BML’s impressive $33 million South Gate East development was officially opened in September 2008, by the Hon. Tim Mulherin.

(TWO TO SIX YEARS, SUBJECT TO DETAILED PLANNING AND FEASIBILITY ANALYSIS)

The 16,000 m2 building on a 45,000 m2 site includes 14,000 m2 of temperature controlled coldrooms.

The South Gate East precinct was the first of a number of initiatives that will see the ongoing upgrading and development of the Brisbane Markets site over the next 10 years.

Further projects proposed under the Master Plan will see new buildings gradually replacing older facilities in what will be in excess of $100 million redevelopment.

> Central Trading Area – Stage 1 and evaluation of subsequent stages. > Development of new warehouses on site currently occupied by Buildings T, W, U and V. > Main entry gate redevelopment. > South Gate West – further construction. > Commercial Centre upgrade. > Redevelopment of commercial precinct at the eastern end, including the service station. > Infrastructure – ongoing staged upgrading.

WHAT THE MASTER PLAN INCLUDES

LONG TERM

Initial concepts include:

(GREATER THAN SIX YEARS SUBJECT TO FURTHER PLANNING, FEASIBILITY ANALYSIS AND PRIORITIES)

SHORT TERM > New western access road, car parks and building platform (currently under construction). > New warehouses – adjacent to the Moraitis Building (south) and to the west of the IGA Fresh Distribution building (north).

> Central Trading Area – subsequent/final stages of redevelopment. > Warehouses – redevelopment of remaining older warehouses on a staged basis. > South Gate West – further construction.

> Refurbishment of Building F into a new commercial hub. > Commercial Centre streetscape upgrade. > Site preparation of South Gate West. > Review of the Flower Market facilities and location (with potential relocation to South Gate – Stage 2). > Evaluation of buyer parking and warehouse requirements.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

25

YEAR IN REVIEW It was another year of progress for BML with investment in infrastructure, infrastructure improvements moving forward and industry engagement continuing to be a priority.

(A)

> The retail markets recorded an increase of gross revenue generation of 10% and commenced the mid-week Twilight Fresh market. > A 16.9% increase in BML’s Group Revenues (excluding revaluation revenue). > A Rights Issue to eligible shareholders was progressed, with a view to raising up to $12.03 million. > Payment of an annual dividend of 9 cents per share fully franked in line with policy plus a special dividend payment of 1 cent per share, fully franked. This is a total dividend of 10 cents compared to a total of 9.5 cents in 2007/08. > The Brisbane Produce Markets finished the 2008/09 financial year with an assessed value of turnover of $1.045 billion. > Brisbane Produce Market recorded annual trade in the 2008/09 financial year in excess of 568,000 tonnes. > Brisbane Markets CEO Andrew Young was involved as one of the 13-member Produce Marketing Association AustraliaNew Zealand Country Council to guide the organisation on the best value and services it can provide to the Australasian area. > BML has continued to join with Brismark to contribute substantial funds to communicate with growers, government and media at significant industry events.

A Minister for Agriculture, Forestry and Fisheries Tony Burke (second from left) paid Brisbane Markets a visit.

26

(B)

> Brisbane Markets took part in a busy Work Safe Australia Week 2008 where forklift drivers were rewarded for their compliance with safety regulation requirements. > Upgrades to electrical infrastructure. > Tenant cooperation in reducing water consumption. > Master Planning workshops were held for Central Trading Area tenants in respect of the various projects planned. > Safety continued to be an area of focus with initiatives implemented including the formation of a Forklift Safety Committee and a Safety Advisory Committee, the introduction of forklift operator rules and the compulsory introduction of high- visibility clothing thoughout the site.

B BML, Brismark and Bundaberg Fruit and Vegetable Growers strengthened their relationship through signing a Memorandum of Understanding. > Continued a Memorandum of Understanding with Bowen District Growers Association. > Hosted industry market visits including pineapple growers, Apple and Pear Association, herbs and spices growers, Australian Melon Association and Summer Fruit Australia representatives. > Go for 2 & 5 campaign shifted consumption from one to two serves of vegetables per day to three to four serves of vegetables per day.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

(C)

C Brisbane Produce Market sponsored Bowen District Growers Association’s gala dinner, Queensland Strawberry Growers Association annual dinner and the Northern Territory Horticultural Association’s Horti-doo gala dinner.

D Redeveloped Waste Transfer Station provides productivity improvements E The Brisbane Produce Market’s Industry Liaison Officer met with farmers in Chinchilla, Bowen, Sunshine Coast, Burdekin, Cairns, Mareeba and Bundaberg districts. > Brisbane Markets contributed its expertise and resources towards the Central Markets Association of Australia by offering full support on industry issues with BML CEO Andrew Young acting as spokesperson in respect of the Horticulture Code of Conduct issue. > A range of initiatives were funded to help build on relationships with growers: Fresh Source magazine, Grower Hotline 1800 631 002 free call service, dedicated Industry Liaison Officer, FreshTest, grower delegations, grower kits, seasonal wall planner, industry representation, regional tours, industry promotions and sponsorships. > Wholesaler service organisation Brismark strengthened its stake in BML by increasing its shareholdings to just over 30%.

(D)

Wholesaler service organisation Brismark strengthened its stake in BML by increasing its shareholdings to just over 30%.

(E)

F Queensland Minister of Primary Industries and Fisheries Tim Mulherin (on right) officially opened the $33 million multi-tenant state-of-the-art South Gate East warehouse and commercial centre development. > Sponsorship of the 2008 Brisbane Produce Market Innovative Marketing Award at the 2008 Vegetable Industry Awards, held in Melbourne. Victoria’s Ladybird Organics won the award.

G Karalee Fruit Plaza was named the Fresh Tastes Retailer of the Year at the annual Brisbane Produce Market Gala Dinner.

H Over 1,000 kids donned chef hats to learn to cook while local Fresh Tastes greengrocers, dazzled show visitors with their cooking prowess at the Brisbane Markets Agriculture Hall for the 10-day 2008 Royal Queensland Show. > Sponsorship and/or attendance of Australian Mango Industry Conference, Australian Citrus Conference, Nature’s Fruit Company Conference, Ausveg Conference and Australian Banana Growers Conference. > Industry and mainstream media continued their interest in the BML brands. > The Annual Brisbane Markets Mango Auction raised more than $46,000 for children’s charities Redkite and Life Education Queensland with Fresh Tastes retailer Carlo Lorenti from Clayfield Markets Fresh, Clayfield, crowned the 2008 Mango King.

(F)

(G)

> The Brisbane Markets Queensland Kids Fresh Net (QKFN) team visited over 100 Queensland schools, presented to more than 5,500 students and conducted 15 tours of the Brisbane Markets, hosting more than 400 students to educate young Queenslanders on the importance of a healthy, balanced diet. > The QKFN program went regional for the first time with its launch in Bundaberg, through Bundaberg Fruit and Vegetable Growers Association. > Schools in Bowen received “Apples ain’t Apples” presentations from Brisbane Markets staff. > 112 independent greengrocers registered for the Fresh Tastes program, a custom-designed program designed to foster excellence in fresh produce retailing and to encourage the public to buy from their local greengrocer. > The BRW list of the top 500 privately owned Australian companies included three BML tenants: Costa Group; Carter & Spencer Group; and Moraitis Holdings.=

(H)

HORTICULTURE CODE OF CONDUCT The Australian government implemented the much-debated Horticulture Code of Conduct over two years ago on 14 May 2007.

In the last twelve months there has been no resolution to the concerns raised by the industry that the Code is unworkable.

In July 2009 the ACCC released a report which included recommendations for review.

The wholesaling sector was cautiously optimistic that the ACCC’s recommendations regarding the effectiveness of the Horticulture Code of Conduct may finally result in amendments that would assist making the Code workable.

BML presented its position to the Horticulture Code Committee, which subsequently reported back to the Federal Minister for Agriculture, Fisheries and Forestry, Tony Burke.

Although there are concerns about the detail to be developed surrounding a number of recommendations, there is also optimism that an outcome is pending that could finally move towards a code that can have wider industry support and endorsement.

BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

27

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

SHARE TRADING

Anthony John Joseph

Joy Lindsay Williams

Anthony Robert Kelly

ADMINISTRATION AND REGISTERED OFFICE

As an unlisted public company, shares in BML are not traded on the Australian Stock Exchange or any other share trading exchange system.

BML does, however, maintain a register of parties interested in buying shares in the company and offers guidance in the process.

Andrew Alexander George Young Donald Stanley Jackson Michael John Ahern Peter Gerard Tighe Peter Joseph Betros Noel Anthony Greenhalgh

Upper Level Brisbane Markets Commercial Centre Sherwood Road Rocklea Qld 4106 (07) 3915 4200 F (07) 3915 4291 E admin@brisbanemarkets.com.au W www.brisbanemarkets.com.au www.brisbanemarketplace.com.au

CORPORATE DIRECTORY

SHARE REGISTRY Link Market Services Level 22, 300 Queen Street Brisbane Qld 4106 E registrars@linkmarketservices.com.au W www.linkmarketservices.com.au

AUDITORS AND INDEPENDENT ACCOUNTANT BDO Kendalls Audit & Assurance (QLD) Pty Ltd Level 18 300 Queen Street Brisbane Qld 4000

SOLICITORS HopgoodGanim Lawyers Level 8, Waterfront Place 1 Eagle Street Brisbane Qld 4000

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BRISBANE MARKETS LIMITED ANNUAL REPORT 2009

If a shareholder is wanting to sell shares in the company and advises BML, the information will be circulated to all parties who have expressed an interest in buying shares, and the individuals concerned can then negotiate a price and progress the sale.

If a sale is finalised, BML’s share registry, Link Market Services, must be sent a copy of the original transfer form so that the change of ownership can be recorded on the company’s share register.

People interested in buying or selling shares in BML, or who need any information in this regard, may register their interest by contacting Deborah Sherman at BML on (07) 3915 4200.

Brisbane Markets Limited Strong Direction - Continued Growth

9 0 > Brisbane Markets Limited ACN 064 983 017 ABN 39 064 983 017 Upper Level, Brisbane Markets Commercial Centre, Sherwood Road, Rocklea PO Box 80, Brisbane Markets 4106 Telephone: (07) 3915 4200 Facsimile: (07) 3915 4291 www.brisbanemarkets.com.au admin@brisbanemarkets.com.au