Nearmap : NEA 2017 4E and Annual Financial Report

ABN 37 083 702 907

Lodged with the ASX under Listing Rule 4.3A‌

Nearmap Ltd has not proposed to pay any dividends for the year ended 30 June 2017.

For a discussion on the items above refer to the Review and results of operations section contained in the Directors' Report.

ABN 37 083 702 907

Full Year Statutory Accounts Year ended 30 June 2017

Directors' report 4

Lead auditor's independence declaration under section 307C of the Corporations Act 2001 27

Consolidated statement of comprehensive income for the year ended 30 June 2017 28

Consolidated statement of financial position as at 30 June 2017 29

Consolidated statement of changes in equity for the year ended 30 June 2017 30

Consolidated statement of cash flows for the year ended 30 June 2017 31

Notes to the consolidated financial statements for the year ended 30 June 2017 32

1. REPORTING ENTITY 32

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 32

3. SEGMENT RESULTS AND REVENUE 35

4. EXPENSES 36

5. SHARE BASED PAYMENT PLAN 37

6. INCOME TAX 39

7. CONTRIBUTED EQUITY 42

8. FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT 42

9. DIVIDENDS PAID ON ORDINARY SHARES 45

10. INTANGIBLES 45

11. PLANT AND EQUIPMENT 48

12. CASH FLOW RECONCILIATION 49

13. EARNINGS PER SHARE 49

14. EXPENDITURE COMMITMENTS 50

15. PARENT ENTITY INFORMATION 50

16. GROUP ENTITIES 51

17. AUDITOR'S REMUNERATION 51

18. RELATED PARTIES 52

19. CONTINGENT LIABILITIES 52

20. SUBSEQUENT EVENTS 52

Directors' declaration 53

Independent auditor's report to the members of Nearmap Ltd 54

Corporate information 58

Nearmap Ltd Directors' report

Your Directors submit their report on the consolidated entity consisting of Nearmap Ltd and the entities it controlled at the end of, or during, the year ended 30 June 2017.

The names and details of the Company's Directors in office during the financial year and until the date of this report are as follows. Directors were in office for the entire year unless otherwise stated.

Non-executive Chairman

Peter has enjoyed a successful business career with a focus on building emerging technology, media and telecommunications companies.

Peter is a member of the Australian Computer Society, a Fellow of the Australian Institute of Company Directors and holds a Bachelor of Arts, Computer Science and Business Administration degree from the University of Canberra.

Previously among other roles, Peter was a long term director of iiNet where he chaired iiNet's Strategy and Innovation Committee and was actively involved in the $1.5bn sale to TPG in August 2015.

Current ASX listed company directorships: Nearmap Ltd (since 21 December 2015) - Chairman Macquarie Telecom Ltd (ASX:MAQ) - Chairman Droneshield Limited (ASX:DRO) - Chairman

Dreamscape Networks Limited (ASX: DN8) - Chairman UUV Aquabotix Ltd (UUV) - Chairman

Former ASX listed company directorships in the last 3 years: iiNet Limited (ASX: IIN - de-listed August 2015)

Special duties:

Chair of the Audit and Risk Management Committee Member of the Nomination and Remuneration Committee

Dr Rob Newman, B.Eng(1st Hons), Ph.D. CEO & Managing Director

Rob was appointed as CEO & Managing Director of Nearmap in October 2015, after having been a Non-executive Director of Nearmap (formerly Ipernica Limited) for almost 5 years.

He has established a unique track record as a successful Australian high technology entrepreneur in both Australia and the Silicon Valley. He has twice founded and built businesses based on Australian technology, both times successfully entering overseas markets. These businesses combined have established market values of over $200M.

Rob is a trained engineer but has spent his career in marketing, business development and general management in Information Technology focusing on communications. Rob also spent ten years of his career as a venture capitalist co- founding Stone Ridge Ventures, and was previously an investment director for Foundation Capital. As a venture capitalist, Rob has extensive experience in identifying and helping grow companies with significant commercial potential, especially those addressing overseas markets.

In the 1980s, Rob was the inventor and co-founder of QPSX Communications Pty Ltd. After founding the company, Rob provided the technical leadership and product strategy. Rob was instrumental in establishing QPSX as a worldwide standard for Metropolitan Area Networks and the company successfully sold products to telecommunication carriers in Australia, Europe, Asia and the US.

Rob has been recognised with a number of awards including the Bicentennial BHP Pursuit of Excellence Award (Youth Category) and Western Australian Young Achiever of the Year 1987.

Current ASX listed company directorships:

Nearmap Ltd (since 17 February 2011) - CEO & Managing Director Pointerra Limited (ASX: 3DP) - Chairman

Former ASX listed company directorships in the last 3 years: None