Directors’ Declaration  Cardno Limited and its Controlled Entities for the year ended 30 June 2010 1.  In the opinion of the Directors of Cardno Limited (the Company):  (a)  the consolidated financial statements and notes set out on pages 21 to 69 and the Remuneration report in the  Directors’ report, set out on pages 9 to 19, are in accordance with the Corporations Act 2001, including:  (i)  giving a true and fair view of the Group’s financial position as at 30 June 2010 and of its performance for  the financial year ended on that date; and  (ii)  complying with Australian Accounting Standards (including the Australian Accounting Interpretations)  and the Corporations Regulations 2001; and  (b)  there are reasonable grounds to believe that the Company will be able to pay its debts as and when they  become due and payable.  2.  There are reasonable grounds to believe that the Company and the Group entities identified in Note 38 will be able  to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross  Guarantee between the Company and those Group entities pursuant to ASIC Class Order 98/1418. 3.  The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the  chief executive officer and Chief Financial Officer for the financial year ended 30 June 2010.  4.  The Directors draw attention to Note 1(a) to the consolidated financial statements, which includes a statement of  compliance with International Financial Reporting Standards.  Dated at Brisbane on the 16th day of August 2010.  Signed in accordance with a resolution of the Directors.  JOHN C MASSEY  Chairman Page 75 of 80 