DIRECTORS’ REPORT Your directors submit their Annual Financial Report for the Financial Year ended 30 June 2000. In order to comply with the provisions of the Corporations Law, the Directors report as follows: The directors in office during or since the end of the Financial Year are: ALAN GORDON BIRCHMORE  Chairman - Appointed 12 August 1998 Alan Birchmore has occupied senior management and board appointments in Australia, England, Mainland Europe and the United States of America, with direct responsibility over a range of financial, industrial and mining operations. Chief Executive of the New York listed Bond International Gold, he was responsible for a worldwide workforce of 6,000 employees, in Canada, the United States and South America, in Australia, the Company developed the Superpit at Kalgoorlie and successfully ran that as Australia’s largest gold mining operation in joint venture with Homestake of the US. He also sat on the Argyle joint venture as one of the three principles during the period it developed the world’s largest diamond mine. In 1990, as a major shareholder, he became Chairman of St Barbara Mines Ltd. Once listed and during the time of his stewardship the Company became highly profitable, registering market capitalisation growth from $12million to over $440 million, he retired from the Board of St. Barbara in 1997. In recent years he has chaired enquiries in the agricultural sector, addressing National Competition policy and is a fellow of the Australian Institute of Company Directors. MARK FRANCIS BRADLEY  Director and Chief Executive Officer - Appointed 22 September 2000 A civil engineer with a track record of senior offshore engineering management, Mark joined the J. Ray McDermott Company in 1977 for service in Bass Strait on Esso’s Tuna/Mackeral project. During the following 14 years, of technically challenging work, Mark held senior positions with the Company in Indonesia, Singapore, Malaysia, Dubai and Saudi Arabia. Still with McDermott, but returning to Australia, he then worked on new projects in Bass Strait and finally the Woodside North Rankin A and Goodwyn A platforms on the North West Shelf in Western Australia. In 1991, Mark joined Clough Offshore as project manager of a number of NWS projects, followed by duties in Thailand, China and Indonesia. By 1993, he was operations/project manager for BHP’s Griffin project and by 1994 became Managing Director of Clough Offshore. A highly talented manager, Mark then presided over the five fold growth of Clough Offshore, which was to make the Western Australian company one of the best equipped, professional and competitive groups in the offshore contracting business. In 1997, he joined the Board of Clough Engineering as an Executive Director, retiring to become a shareholder and CEO of Mermaid in 2000. DIRECT ORS 26 Gap