ABN 34 006 648 835 For personal use only

[Pages:40]For personal use only

30 September 2008

THE MANAGER COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Dear Sir

ABN 34 006 648 835

c/- KR Corporate Compliance Pty Ltd Level 2, 90 William Street, Melbourne Australia 3000 Telephone +61 3 9605 5917 Facsimile +61 3 9605 5928

re : FINANCIAL REPORT AND ANNUAL GENERAL MEETING m2m Corporation Limited and its Controlled Entities for year ended 30 June 2008

(A) FINANCIAL REPORT

Enclosed for release to the market is the audited Financial Report for the year ended 30 June 2008 and incorporating:

Directors' Report inclusive of the Remuneration Report Corporate Governance Statement Consolidated Income Statement Consolidated Balance Sheet Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Financial Statements Directors' Declaration Auditors' Report and Independence Declaration

(B) ANNUAL GENERAL MEETING ("AGM")

The 2008 AGM of Autron Corporation Limited is to be held on Wednesday 12 November 2008:

Time : Place :

11.00 a.m. Offices of Lander & Rogers Level 12, 600 Bourke Street, Melbourne Vic 3000

Yours faithfully m2m Corporation Limited

Mourice Garbutt

per Mourice Garbutt Company Secretary

m2m\asx\financials & agm 30 06 08

m2m Corporation Limited ABN 34 006 648 835

m2m Technology Pty Ltd ABN 94 091 467 882

m2m Solutions Pty Ltd ABN 68 063 826 451

m2m Ventures Pty Ltd ABN 29 091 646 552

Whizfone Australia Pty Ltd ABN 47 124 232 015

For personal use only

m2m CORPORATION LIMITED

AND CONTROLLED ENTITIES ACN 006 648 8365

Financial Report for the Year Ended 30 June 2008

CONTENTS

Directors' Report & Corporate Governance Statement Auditors Independence Declaration Independent Audit Report Directors' Declaration Income Statement Balance Sheet Statement of Changes in Equity Statement of Cash Flows Notes to and Forming Part of the Financial Statements

For personal use only

m2m CORPORATION LIMITED ACN 006 648 835 DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2008

The Board of Directors of m2m Corporation Limited have pleasure in submitting the financial report of the Company for the year ended 30 June 2008 and report as follows:

DIRECTORS

The names and particulars of the Directors of m2m Corporation Limited in office at any time during or since the end of the year:

Ian Barry Clarkson: Executive Chairman

Appointed as a Director ? February 2000

Mr. Clarkson is a Fellow of the Institute of Chartered Accountants in Australia. As a partner in an international firm of Chartered Accountants for over ten years, his professional experience covers the fields of audit, management and cost accounting, tax as well as budgeting and cash flow preparation. In 1985 he retired from accounting to enter industry as a working director of a number of non-listed and diverse international trading companies.

Mr. Clarkson was appointed as Chairman of the Board of Directors in October 2001. In addition to his Executive Chairman's responsibilities and following the completion of the acquisition of the business and assets of Advance Global Network Pte Ltd in July 2006, he was appointed to act as the Company's CEO pending until the recruitment and appointment of Michael So as CEO / Managing Director in February 2007.

Mr. Clarkson has a declared entitlement to 19,632,543 ordinary fully paid m2m Corporation Limited shares being 2.048 per cent of issued capital.

Michael So: Executive Director & CEO

Appointed as a Director on 26 February 2007

Mr. So holds a Bachelors Degree in Business from the University of Western Sydney and is also a member of the Australian Computer Society and the Australian Institute of Company Directors.

Immediately prior to joining the Group, Mr. So was a Regional Manager for Citrix Online, Asia Pacific, a major NASDAQ S&P 500 IT company. Reporting directly to the Managing Director in the USA he had been instrumental in growing the business by over 168%, well in excess of initial guidance, he implemented a new channel strategy and revived growth for the Asia Pacific region. In this capacity he was also responsible for profit performance including cost control.

During the past 18 years Mr. So has established an extensive and enviable business network throughout the Asia Pacific region. In 2003, he established an Asia Pacific business consultancy company, Karso International, specialising in market development for Australian companies struggling to gain a foothold in the highly competitive Asia Pacific Region.

Mr. So was also very successful in the Telecommunication sector working in business development for Singtel Optus and Macquarie Telecommunications, helping both organisations penetrate the highly saturated corporate business market. As well as helping with sales of traditional telecommunication products, he also saw success with sales of VOIP products to the business and corporate markets.

Mr. So has a declared entitlement to 22,135,135 ordinary fully paid m2m Corporation Limited shares being 2.309 per cent of issued capital.

For personal use only

m2m CORPORATION LIMITED ACN 006 648 835 DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2008

David Stephen Glavonjic: Non-Executive & Independent Director

Appointed as a Director on 30 November 2006

Mr. Glavonjic, has executive experience in the IT and communications sector which spans a period of more than twenty-five years, the majority of them as Chief Executive or in positions of equivalent responsibility. He has a track record of demonstrable achievement as a professional manager in creating shareholder value, bringing new technologies to market and in the conception, creation and management of profitable commercial businesses. He initially qualified as an accountant before embarking on a professional management career during which he has held a variety of management positions within the IT and communications sector.

His early professional experience was gained with the CSIRO (Commonwealth Scientific and Industrial Research Organisation) where his interests in both innovation and technology were first stimulated. Subsequently, both with the CSIRO and in other organizations, he acquired extensive hands-on experience in conceiving and establishing innovative ventures and managing them to profitable growth, including:

? the establishment of CSIRONET, one of the first privatisations, as a profitable joint venture between government and industry;

? the establishment of Vantage Solutions Australia as one of the first significant Australian business specialising in value-added network services;

? the creation of PAXUS ComNet Pty, a value-added data network, which exceeded both revenue and profit targets in its first year of operation;

? the conception and establishment of AT&T Easylink Services Australia, an e-commerce joint venture between Continuum, Qantek and AT&T;

? the negotiation and establishment of AOLA, a joint venture between AAPT and AOL, at the time one of the world's largest content and Internet services company; and

? the establishment of Connect Internet Solutions as a leading provider of business solutions using Internet technologies and a culture of customer service.

In 2004 Mr. Glavonjic established D & K Ventures Pty Ltd as a business consultancy entity of which he is the Principal and Managing Director and which is focused on innovation, communications and business reconstruction.

Mr. Glavonjic has a declared indirect entitlement to 2,375,978 ordinary fully paid m2m Corporation Limited shares as held by his spouse, Mrs K Glavonjic, being 0.248 per cent of issued capital.

Timothy Owen Lebbon: Non-Executive Director

Appointed as a Director in April 2005

Mr. Lebbon has over twenty-five years experience in consulting and corporate advisory work and over ten years experience in accounting and auditing with specialist skills and experience in financial analysis, evaluation, negotiations and investments.

m2m CORPORATION LIMITED ACN 006 648 835 DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2008

For personal use only

Mr. Lebbon is a Certified Valuation Consultant; a Fellow of the Securities Institute of Australia; a Fellow of the Institute of Chartered Accountants in England and Wales; a Fellow Certified Practising Accountant and a Fellow of the Australian Institute of Directors.

Mr. Lebbon is also the Executive Director of Leadenhall Australia Limited which is the holder of Australian Financial Services Licence no. 228819.

Mr. Lebbon is a substantial shareholder of the ordinary voting shares of m2m Corporation Limited and has an entitlement to 252,434,799 ordinary fully paid shares being 25.410 per cent of issued capital.

DIRECTORSHIPS OF OTHER LISTED COMPANIES

The Company's Directors do not hold directorships of any other listed companies

COMPANY SECRETARY

Mourice Garbutt, FCIS, Honorary Justice of the Peace in Victoria

Mr. Garbutt, through his professional corporate secretarial and compliance service company, provides secretarial, clerical and corporate governance support to client companies in Australia many of which are listed on the ASX.

Mr. Garbutt has substantial experience in the area of listed company secretarial matters, compliance and corporate governance with over 30 years experience primarily within Australia but having worked for many years in the South Pacific region and Europe.

DIRECTORS' MEETINGS

The following meetings were held during the year ended 30 June 2008:

Directors

Ian B Clarkson Timothy Owen Lebbon Michael So David Stephen Glavonjic

Full Board Meetings

Number Held (1)

12 12 12 12

Number Attended

12 12 11 12

Audit, Compliance & Corporate Governance

Committee Meetings

Number Held

2 2

Number Attended

2 2

2

2

Remuneration, Nomination & Share

Allotment Committees

Number Number

Held

Attended

Note 2 Note 2

Note 2

Note 2

In addition, Directors passed ten Circular Resolutions during the period each of which was subsequently ratified at meetings of the Board of Directors. All meetings require the presence of any two Directors to form a quorum.

Notes : 1 2

The number of "meetings held" represents the number of meetings held during the period. With the minimum of three directors the functions of each of the Board Committees' are incorporated into the meetings of the Board of Directors

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