Notes to the Consolidated Financial Statements

for the year ended 31 March 2009

6. Employment

7. Finance Costs and Finance Income

8. Income Tax Expense

9. Dividends paid on Ordinary Shares

10. Earnings per Share – Group

6. Employment

The average number of people employed during the period was as follows:

	31 March 2009 €’000	31 March 2008 €’000

Operations	2,715	2,296
Marketing and administration	659	700

	3,374	2,996

	31 March 2009 €’000	31 March 2008 €’000

The aggregate remuneration costs of employees were:
Wages and salaries	124,203	143,770
Social welfare costs	13,722	11,188
Share based payments expense	21,940	78,321
Pension costs	4,073	10,596
Death & disability plan premia	505	711

Total employee benefit cost	164,443	244,586
Remuneration capitalised	(2,075)	(10,106)

Charge to income statement	162,368	234,480

Key management
In the opinion of the Directors, key management comprises executive Directors of the Company and principal subsidiary companies. The aggregate emoluments of key management were:

	31 March 2009 €’000	31 March 2008 €’000

Salaries and bonuses	8,342	10,166
Pension contributions	948	3,881
Death & disability plan premia	143	163
Share based payments	12,652	62,257
Other	310	1,962

Total employee benefit cost	22,395	78,429

Related party transactions:

ICC Equity Partners Limited owns 23.1% of Celtic Utilities Limited. During the year, the charge for services supplied to the Group by this company in the normal course of business amounted to €19,000 (2008: €19,000) of which € Nil (2008: € Nil) was outstanding at the year end.

Solar Pioneers Inc. holds a 52.3% interest in Stirling Energy Systems. It is provided in the shareholder agreement that loans of US$2.5 million be made to Solar Pioneers. At 31 March 2009, US$500,000 had been advanced under this agreement and remained outstanding at that date. This loan is repayable if a liquidity event occurs.

D. Bruce Osborne, a director of SES Limited, provides consulting services to the company. During the year, the charge for services supplied in the normal course of business amounted to US$348,790 of which US$42,201 was outstanding at the year end.

Prior to the Group’s investment in Wind Capital Group in June 2008, Wind Capital Group received a loan of US$600,000 from Tom Carnahan (CEO of Wind Capital Group). The loan was repaid by 31 March 2009.

In the Wind Capital Ventures LLC Shareholder Agreement of 12 June 2008, it was provided that certain of the principals of Wind Capital Ventures would be assisted in the completion of the sale of their interests in the Bent Tree Wind Farm to Alliant Energy. Certain Wind Capital Ventures employees spent time and incurred costs in finalising this transaction which represented expenses to Wind Capital Ventures for the period. In consideration of these outgoings, the Group was entitled to 10% of the net proceeds from this sale. At 31 March 2009, the receivable totalled US$901,000.

Gabe Hudock owned 35% of Greenstar Pittsburg LLC (formerly known as Recycle Management Corporation LLC), a subsidiary of Greenstar North America, and was an employee of the Group until 20 February 2009. Rental payments totalling US$56,000 were made to Gabe Hudock in the year ending 31 March 2009.

The following payments were made to GGMJS, a property management company wholly owned by Gabe Hudock:

•	Rent for Franklin site of US$37,125.
•	Repayment of US$160,000 on a loan note to the Group. The balance on the note at 31 March 2009 was US$662,120.
•	Property taxes of US$5,714.
•	Legal Settlement US$38,000.

Alumisource LLC was wholly owned by Gabe Hudock until 20 February 2008 when Greenstar North America purchased a 25% holding in the company. Greenstar Pittsburg sold aluminium to the value of $17,513 to Alumisource during the financial year. At 31 March 2009, Greenstar North America held a 13% interest in Alumisource.

Tim Herman, Vice President of Sales of Greenstar Managed Services LLC (formerly Delta Management Group LLC), received the following payments during the year:

•	Property rent of US$100,000.
•	Property tax of US$9,384.

Phil Damato, Vice President of Greenstar Paterson (formerly Joseph Damato Paperstock LLC), received the following payments during the year:

•	Property rent of US$150,000.
•	As part of the purchase agreement between Greenstar North America and Joseph Damato Paperstock LLC, Phil Damato received a net working capital payment of US$230,954.
•	Repayment of a loan note of US$1,620,000 and related interest of US$97,200.
•	Earnout payment of US$100,000, in accordance with the Purchase Agreement.

Todd Heller, former Vice President of Greenstar Allentown (formerly Todd Heller LLC), ceased employment with Greenstar North America on 20 March 2009. Between 1 April 2008 and 20 March 2009, he received the following payments:

•	Property rent of US$272,500.
•	Success fee in relation to Greenstar North America’s acquisition of Global Recycling Solutions of US$880,000 and related interest of US$19,492.
•	Payment of a contingent promissory note of US$3,260,000 and related interest of US$143,594.
•	Interest on deferred consideration US$696,496. Deferred consideration of US$11,410,000 was outstanding at 31 March 2009.
•	Capital stock reimbursement of US$225,290 in accordance with the Todd Heller LLC Purchase Agreement.
•	Net working capital payment of US$275,098 in accordance with the Todd Heller LLC Purchase Agreement and related interest of US$20,295.

Harold Kirstein, President of Greenstar Managed Services (formerly American Recycling Corporation), received a working capital payment of US$501,211, in accordance with the ARC Purchase Agreement.

John Stanton, Marketing Manager for Greenstar Tinton Falls (formerly Global Recycling Solutions), received a success fee payment in relation to the acquisition of Global Recycling Solutions by Greenstar North America of US$500,000.

The Group had a loan of US$3,000,000 from Brian Meng, the former President of Mid America Recycling LLC who resigned on 22 May 2008. Between 1 April 2008 and 22 May 2008, Brian was paid interest US$59,672 (2008: US$240,000) in interest on a loan note of US$2,400,000. The balance on the loan note at 31 March 2009 was US$2,400,000.

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7. Finance Costs and Finance Income

	31 March 2009 €’000	31 March 2008 €’000

Finance costs
On loans repayable within 5 years	9,186	59,707
On loans repayable after 5 years	2,586	11,127
On loan stock	-	294
On promissory notes	722	388
On site restoration and aftercare	760	608
On imputed interest	-	894
Interest on finance leases	1,689	2,310
Foreign exchange loss	7,647	-

	22,590	75,328
Interest costs capitalised	(2,933)	(22,387)

	19,657	52,941

Continuing operations	19,657	11,568
Discontinued operations	-	41,373

	19,657	52,941

Finance income
Interest income	16,937	22,637
Foreign exchange gain	25,792	-
Deferred finance gain	-	758

	42,729	23,395

Continuing operations	42,729	11,869
Discontinued operations	-	11,526

	42,729	23,395

The average interest rate in respect of finance costs capitalised during the year was 6% (2008: 6%).

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8. Income Tax Expense

(a) Tax expense recognised in the Income Statement

	31 March 2009 €’000	31 March 2008 €’000

Irish current corporation tax	6,360	4,000
Overseas current corporation tax	350	84
Under/(over) provision in respect of prior year	785	(42)

Total current tax charge	7,495	4,042
Deferred tax (credit)/charge	(15,226)	65,076

Total tax on (loss)/profit for the year	(7,731)	69,118

Income tax on continuing operations	(7,731)	77,190
Income tax on discontinued operations	-	(8,072)

Total tax on continuing and discontinued operations	(7,731)	69,118

(b) Reconciliation of effective tax rate

	31 March 2009 €’000	31 March 2008 €’000

(Loss)/profit on continuing operations	(53,366)	463,056
Profit on discontinued operations	-	664,371
Adjust for: share of joint ventures’ and associates’ loss/(profit) after tax	2,013	(580)

Group (loss)/profit excluding joint ventures and associates	(51,353)	1,126,847

Tax on Group (loss)/profit for the period at standard Irish corporation tax rate of 12.5%	(6,419)	140,856

Effects of:
Expenses not deductible for tax purposes	2,250	15,932
Other income not taxable	(3,586)	(3,310)
Gain on sale of subsidiary	(420)	(105,180)
Exceptional income – West-Link concession transaction	-	24,278
Income taxed at different rates in Ireland	1,397	(3,416)
Losses not recognised	17,512	-
Tax rates in foreign jurisdictions	(19,250)	-
Overprovision in respect of prior year	785	(42)

Total income tax (credit)/charge for period	(7,731)	69,118

Deferred tax assets recognised directly in equity:
Derivative financial instruments	223	1,958

The Group earns its profits primarily in Ireland and therefore the tax rate used for the tax on profit for the year is the standard rate for Irish corporation tax, currently 12.5%.

No significant changes are expected to statutory tax rates in the future.

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9. Dividends paid on Ordinary Shares

	31 March 2009 €’000	31 March 2008 €’000

Ordinary Shares:
Final dividend of 3.95 cent (2008 – 3.59 cent)	7,868	8,343
Interim dividend of 2.28 cent (2008 – 1.82 cent)	4,548	4,235

	12,416	12,578
Less: dividends on own shares	(6)	(10)

	12,410	12,568

It is intended that a final dividend in respect of the financial year ended 31 March 2009 in the amount of 4.94 cent per share will be proposed by the Directors and, if approved by the shareholders at the Company’s Annual General Meeting, to be held on 10 September 2009, will be paid on 15 September 2009.

A share redemption offer took place during the year, through which shareholders redeemed 38,919,260 ordinary shares.

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10. Earnings per Share – Group

	31 March 2009 €’000	31 March 2008 €’000

(Loss)/profit attributable to equity shareholders
(Loss)/profit from continuing operations (€’000)	(22,361)	384,564
Profit from discontinued operations (€’000)	-	446,245

Total (loss)/profit attributable to equity shareholders of the Company	(22,361)	830,809

The basic weighted average number of ordinary shares in issue is calculated as follows:
In issue at beginning of year	233,154,192	227,643,938
Adjustments for
- shares issued during year	3,528,342	3,386,319
- own shares redeemed during year	(22,719,394)	-
- own shares held	(85,090)	(149,476)

Weighted average number of ordinary shares	213,878,050	230,880,781

Basic (loss)/earnings per share (cent)
- continuing operations	(10.5)	166.5
- discontinued operations	-	193.3

	(10.5)	359.8

The weighted average number of ordinary shares for diluted earnings per share is calculated as follows:
Basic weighted average number of shares in issue during year	213,878,050	230,880,781
Adjustments for share schemes	1,090,386	5,414,130

Weighted average number of ordinary shares	214,968,436	236,294,911

Share options which could potentially dilute basic earnings per share in the future have not been included in the calculation of diluted earnings per share in 2009 as they are anti-dilutive for the period.

Diluted (loss)/earnings per share (cent)
- continuing operations	(10.5)	162.7
- discontinued operations	-	188.9

	(10.5)	351.6

The average market value of the Company’s shares for the purposes of calculating the dilutive effect of share options was based on average market prices for the period of the year that the options were outstanding.

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