Directors’ Declaration 1.  In the opinion of the Directors: 2.  The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the  Corporations Act 2001. (a) the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position and performance of the Company and consolidated entity; and (ii) complying with Australian Accounting Standards, including the Interpretations, and the Corporations Regulations 2001.  (b) the financial statements and notes thereto also comply with International Financial Reporting Standards, as disclosed in Note 1; and (c) as indicated in note 1(w), there are reasonable grounds to believe that the Company will be able to pay its debts as and when they  become due and payable. (d) The remuneration disclosures contained in the Remuneration Report comply with s300A of the Corporations Act 2001 Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.  On behalf of the Directors Sydney 22 August 2014 Page 42 Benitec Biopharma Ltd  Annual Report 2014 Peter Francis Director